UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended October 31, 2015
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
COMMISSION FILE NUMBER 000-52391
ROYAL MINES AND MINERALS CORP.
(Exact name of registrant as specified in its charter)
NEVADA |
20-4178322 |
(State or other jurisdiction of incorporation or
organization) |
(I.R.S. Employer Identification
No.) |
|
|
2580 Anthem Village Dr. |
|
Henderson, NV |
89052 |
(Address of principal executive offices) |
(Zip code) |
(702) 588-5973
(Registrant's telephone number,
including area code)
Not Applicable
(Former name, former address
and former fiscal year, if changed since last report)
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 has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (s. 229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
Yes [X] No [ ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the
Exchange Act.
Large accelerated filer [ ] |
Accelerated
filer [ ] |
Non-accelerated filer [ ]
(Do not
check if a smaller reporting company) |
Smaller reporting company [X]
|
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Exchange Act).
Yes [
] No [X]
Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date:
As of December 15, 2015, the Registrant had 228,793,634 shares of
common stock outstanding.
PART I - FINANCIAL INFORMATION
ITEM
1.
FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the three and six months ended October
31, 2015 are not necessarily indicative of the results that can be expected for
the year ending April 30, 2016.
As used in this Quarterly Report, the terms we, us, our,
Royal Mines, and the Company mean Royal Mines And Minerals Corp. and its
subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly
Report are expressed in U.S. dollars, unless otherwise indicated.
2
ROYAL MINES AND MINERALS CORP. |
CONDENSED BALANCE SHEETS |
|
|
October 31, 2015 |
|
|
April 30, 2015 |
|
|
|
(Unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
$ |
10,086 |
|
$ |
10,860 |
|
Other current
assets |
|
- |
|
|
1,037 |
|
Total current
assets |
|
10,086 |
|
|
11,897 |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Investment in
marketable securities |
|
243,613 |
|
|
272,000 |
|
Property and equipment, net |
|
131,941 |
|
|
166,824 |
|
Other assets |
|
7,655 |
|
|
7,655 |
|
Total non-current
assets |
|
383,209 |
|
|
446,479 |
|
|
|
|
|
|
|
|
Total assets |
$ |
393,295 |
|
$ |
458,376 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND
STOCKHOLDERS' DEFICIT |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable |
$ |
282,005 |
|
$ |
254,938 |
|
Accounts payable
- related parties |
|
308,199 |
|
|
266,734 |
|
Accrued interest |
|
80,191 |
|
|
70,762 |
|
Accrued interest
- related parties |
|
168,468 |
|
|
141,935 |
|
Loans payable |
|
248,030 |
|
|
248,030 |
|
Loans payable -
related parties |
|
628,000 |
|
|
373,000 |
|
Notes payable |
|
50,000 |
|
|
50,000 |
|
Deferred rent |
|
4,620 |
|
|
8,345 |
|
Total current
liabilities |
|
1,769,513 |
|
|
1,413,744 |
|
|
|
|
|
|
|
|
Deferred rent |
|
- |
|
|
4,173 |
|
Total non-current liabilities |
|
- |
|
|
4,173 |
|
|
|
|
|
|
|
|
Total liabilities |
|
1,769,513 |
|
|
1,417,917 |
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' deficit |
|
|
|
|
|
|
Preferred
stock, $0.001 par value; 100,000,000
shares authorized, zero
shares issued and outstanding |
|
- |
|
|
- |
|
Common stock, $0.001 par
value; 900,000,000
shares authorized,
228,793,634 shares issued and outstanding |
|
228,794 |
|
|
228,794 |
|
Additional
paid-in capital |
|
16,400,725 |
|
|
16,400,725 |
|
Subscriptions payable |
|
10,000 |
|
|
10,000 |
|
Accumulated
deficit during exploration stage |
|
(18,015,737 |
) |
|
(17,599,060 |
) |
Total
stockholders' deficit |
|
(1,376,218 |
) |
|
(959,541 |
) |
|
|
|
|
|
|
|
Total liabilities and stockholders' deficit |
$ |
393,295 |
|
$ |
458,376 |
|
See accompanying notes to these condensed unaudited financial
statements.
F-1
ROYAL MINES AND MINERALS CORP.
CONDENSED STATEMENTS OF
OPERATIONS AND COMPREHENSIVE LOSS
(UNAUDITED)
|
|
For
the Three Months Ended October 31, |
|
|
For
the Six Months Ended October 31, |
|
|
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
$ |
- |
|
$ |
- |
|
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Mineral exploration and evaluation expenses |
|
77,614 |
|
|
109,565 |
|
|
156,645 |
|
|
214,606 |
|
Mineral exploration and evaluation
expenses - related parties |
|
15,000 |
|
|
15,000 |
|
|
30,000 |
|
|
30,000 |
|
General and administrative |
|
20,358 |
|
|
33,825 |
|
|
55,156 |
|
|
80,473 |
|
General and administrative - related
parties |
|
36,000 |
|
|
36,000 |
|
|
71,000 |
|
|
72,000 |
|
Depreciation and amortization |
|
17,441 |
|
|
18,740 |
|
|
34,883 |
|
|
39,732 |
|
Other than temporary loss on
marketable securities |
|
2,893 |
|
|
- |
|
|
28,387 |
|
|
- |
|
Loss on legal settlement |
|
- |
|
|
19,142 |
|
|
- |
|
|
19,142 |
|
Bad debt expense |
|
- |
|
|
- |
|
|
1,037 |
|
|
- |
|
Total operating expenses |
|
169,306 |
|
|
232,272 |
|
|
377,108 |
|
|
455,953 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss from operations |
|
(169,306 |
) |
|
(232,272 |
) |
|
(377,108 |
) |
|
(455,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expense: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense |
|
(21,167 |
) |
|
(16,361 |
) |
|
(39,569 |
) |
|
(30,753 |
) |
Total other expense |
|
(21,167 |
) |
|
(16,361 |
) |
|
(39,569 |
) |
|
(30,753 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
$ |
(190,473 |
) |
$ |
(248,633 |
) |
$ |
(416,677 |
) |
$ |
(486,706 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized loss on marketable
securities |
|
- |
|
|
(540,000 |
) |
|
- |
|
|
(120,000 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss |
$ |
(190,473 |
) |
$ |
(788,633 |
) |
$ |
(416,677 |
) |
$ |
(606,706 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share - basic and
diluted |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
$ |
(0.00 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
- basic and diluted |
|
228,793,634 |
|
|
220,519,614 |
|
|
228,793,634 |
|
|
216,666,377 |
|
See accompanying notes to these condensed unaudited financial
statements.
F-2
ROYAL MINES AND MINERALS CORP.
CONDENSED STATEMENTS OF CASH
FLOWS
(UNAUDITED)
|
|
For the Six Months Ended October 31, |
|
|
|
2015 |
|
|
2014 |
|
|
|
|
|
|
|
|
CASH FLOWS FROM OPERATING
ACTIVITIES |
|
|
|
|
|
|
Net loss |
$ |
(416,677 |
) |
$ |
(486,706 |
) |
Adjustments to
reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
Depreciation and amortization |
|
34,883 |
|
|
39,732 |
|
Allowance for bad debt |
|
1,037 |
|
|
- |
|
Other than temporary loss on marketable securities |
|
28,387 |
|
|
- |
|
Changes in
operating assets and liabilities: |
|
|
|
|
|
|
Prepaid expenses |
|
- |
|
|
7,500 |
|
Other assets |
|
- |
|
|
8,307 |
|
Accounts payable |
|
27,067 |
|
|
52,356 |
|
Accounts payable - related parties |
|
41,465 |
|
|
31,917 |
|
Other current liabilities |
|
- |
|
|
(2,540 |
) |
Accrued interest |
|
9,429 |
|
|
15,213 |
|
Accrued interest - related parties |
|
26,533 |
|
|
12,841 |
|
Deferred rent |
|
(7,898 |
) |
|
(5,399 |
) |
|
|
|
|
|
|
|
Net cash used in
operating activities |
|
(255,774 |
) |
|
(326,779 |
) |
|
|
|
|
|
|
|
CASH FLOW FROM FINANCING
ACTIVITIES |
|
|
|
|
|
|
Proceeds from contribution on
Scottsdale facility |
|
- |
|
|
165,000 |
|
Proceeds from
borrowings |
|
- |
|
|
10,000 |
|
Proceeds from borrowings -
related parties |
|
255,000 |
|
|
92,000 |
|
|
|
|
|
|
|
|
Net cash provided by financing
activities |
|
255,000 |
|
|
267,000 |
|
|
|
|
|
|
|
|
NET CHANGE IN CASH |
|
(774 |
) |
|
(59,779 |
) |
|
|
|
|
|
|
|
CASH AT BEGINNING OF PERIOD |
|
10,860 |
|
|
67,991 |
|
|
|
|
|
|
|
|
CASH AT END OF PERIOD |
$ |
10,086 |
|
$ |
8,212 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURE OF
CASH FLOW INFORMATION |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
$ |
326 |
|
$ |
608 |
|
Income taxes paid |
$ |
- |
|
$ |
- |
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition of intellectual
property for stock |
$ |
- |
|
$ |
159,610 |
|
Stock issued in
satisfaction of loans payable - related party |
$ |
- |
|
$ |
48,000 |
|
Unrealized gain on marketable
securities |
$ |
- |
|
$ |
120,000 |
|
See accompanying notes to these condensed unaudited financial
statements.
F-3
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
1. |
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF
SIGNIFICANT POLICIES |
|
|
|
Basis of Presentation The accompanying financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America. Royal Mines and
Minerals Corps (the Company) fiscal year-end is April 30. |
|
|
|
The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and
footnotes necessary for a complete presentation of financial position,
results of operations, cash flows, and stockholders' deficit in conformity
with generally accepted accounting principles. In the opinion of
management, all adjustments considered necessary for a fair presentation
of the results of operations and financial position have been included and
all such adjustments are of a normal recurring nature. Operating results
for the six months ended July 31, 2015 are not necessarily indicative of
the results that can be expected for the year ending April 30,
2016. |
|
|
|
Description of Business The Company's primary
objectives are to 1) commercially and viably extract and refine precious
metals from specific coal ash (fly and bottom), ores and other leachable
assets, 2) use its proprietary processes to convert specific ore bodies
and coal ash landfills into valuable assets, and 3) joint venture, acquire
and develop mining projects in North America. The Company has not yet
realized significant revenues from its primary objectives. |
|
|
|
History The Company was incorporated on December
14, 2005 under the laws of the State of Nevada. On June 13, 2007, the
Company incorporated a wholly-owned subsidiary, Royal Mines Acquisition
Corp., in the state of Nevada. |
|
|
|
On October 5, 2007, Centrus Ventures Inc. (Centrus)
completed the acquisition of Royal Mines Inc. (Royal Mines). The
acquisition of Royal Mines was completed by way of a triangular merger
pursuant to the provisions of the Agreement and Plan of Merger dated
September 24, 2007 (the First Merger Agreement) among Centrus, Royal
Mines Acquisition Corp. (Centrus Sub), a wholly owned subsidiary of
Centrus, Royal Mines and Kevin B. Epp, the former sole executive officer
and director of Centrus. On October 5, 2007, under the terms of the First
Merger Agreement, Royal Mines was merged with and into Centrus Sub, with
Centrus Sub continuing as the surviving corporation (the First
Merger). |
|
|
|
On October 6, 2007, a second merger was completed
pursuant to an Agreement and Plan of Merger dated October 6, 2007 (the
Second Merger Agreement) between Centrus and its wholly owned
subsidiary, Centrus Sub, whereby Centrus Sub was merged with and into
Centrus, with Centrus continuing as the surviving corporation (the Second
Merger). As part of the Second Merger, Centrus changed its name from
Centrus Ventures Inc. to Royal Mines And Minerals Corp.(the
Company). Other than the name change, no amendments were made to the
Articles of Incorporation. |
|
|
|
Under the terms and conditions of the First Merger
Agreement, each share of Royal Mines common stock issued and outstanding
immediately prior to the completion of the First Merger was converted into
one share of Centrus common stock. As a result, a total of 32,183,326
shares of Centrus common stock were issued to former stockholders of Royal
Mines. In addition, Mr. Epp surrendered 23,500,000 shares of Centrus
common stock for cancellation in consideration of payment by Centrus of
$0.001 per share for an aggregate consideration of $23,500. As a result,
upon completion of the First Merger, the former stockholders of Royal
Mines owned approximately 69.7% of the issued and outstanding common
stock. |
|
|
|
As such, Royal Mines is deemed to be the acquiring
enterprise for financial reporting purposes. All acquired assets and
liabilities of Centrus were recorded at fair value on the date of the
acquisition, as required by the purchase method of accounting, and the
tangible net liabilities were debited against equity of the Company. There
are no continuing operations of Centrus from the date of
acquisition. |
F-4
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
Going Concern The accompanying
financial statements were prepared on a going concern basis in accordance with
accounting principles generally accepted in the United States of America (U.S.
GAAP). The going concern basis of presentation assumes that the Company will
continue in operation for the next twelve months and will be able to realize its
assets and discharge its liabilities and commitments in the normal course of
business and does not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the Companys inability to
continue as a going concern. The Companys history of losses, working capital
deficit, capital deficit, minimal liquidity and other factors raise substantial
doubt about the Companys ability to continue as a going concern. In order for
the Company to continue operations beyond the next twelve months and be able to
discharge its liabilities and commitments in the normal course of business it
must raise additional equity or debt capital and continue cost cutting measures.
There can be no assurance that the Company will be able to achieve sustainable
profitable operations or obtain additional funds when needed or that such funds,
if available, will be obtainable on terms satisfactory to management. If the
Company continues to incur operating losses and does not raise sufficient
additional capital, material adverse events may occur including, but not limited
to, 1) a reduction in the nature and scope of the Companys operations and 2)
the Companys inability to fully implement its current business plan. There can
be no assurance that the Company will successfully improve its liquidity
position. The accompanying financial statements do not reflect any adjustments
that might be required resulting from the adverse outcome relating to this
uncertainty.
As of October 31, 2015, the Company had
cumulative net losses of $18,027,350 from operations since inception and had
negative working capital of $1,759,427. For the six months ended October 31,
2015, the Company incurred a net loss of $428,290 and had net cash used in
operating activities of $255,774. For the six months ended October 31, 2014 the
Company incurred a net loss of $486,706 and had net cash used in operating
activities of $326,779. The Company has not fully commenced its mining and
minerals processing operations, raising substantial doubt about its ability to
continue as a going concern.
To address liquidity constraints, the
Company will seek additional sources of capital through the issuance of equity
or debt financing. Additionally, the Company has reduced expenses, elected to
defer payment of certain obligations, deferred payment of our CEOs salary and
reduced staffing levels to conserve cash. The Company is focused on continuing
to reduce costs and obtaining additional funding. There is no assurance that
such funding will be available on terms acceptable to the Company, or at all. If
the Company raises additional funds by selling additional shares of capital
stock, securities convertible into shares of capital stock, or by issuing debt
convertible into shares of capital stock, the ownership interest of the
Companys existing common stock holders will be diluted.
Use of Estimates - The
preparation of financial statements in conformity with U.S. GAAP 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 revenue and
expenses during the reporting period. By their nature, these estimates are
subject to measurement uncertainty and the effect on the financial statements of
changes in such estimates in future periods could be significant. Significant
areas requiring managements estimates and assumptions include the valuation of
stock-based compensation, impairment analysis of long-lived assets, and the
realizability of deferred tax assets. Actual results could differ from those
estimates.
Cash and Cash Equivalents - The
Company considers all investments with an original maturity of three months or
less to be a cash equivalent.
Other Current Assets - Other
current assets are comprised of other receivables, which do not bear interest
and are recorded at cost. The Company extends credit to its consultants, which
receivables can be offset against commissions payable to the respective
consultants.
The allowance for doubtful accounts
represents the Companys best estimate of the amount of probable credit losses
in the Companys existing other receivables. The Company determines the
allowance based on specific customer information, historical
write-off experience and current industry and economic data. Account balances
are charged off against the allowance when the Company believes it is probable
the receivable will not be recovered. Management believes that there are no
concentrations of credit risk for which an allowance has not been established.
Although management believes that the allowance is adequate, it is possible that
the estimated amount of cash collections with respect to accounts receivable
could change. As of October 31, 2015 and April 30, 2015, the Company has
recorded an allowance for doubtful account of $15,798 and $14,761, respectively.
F-5
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
Fair Value - ASC 825,
Financial Instruments requires an entity to maximize the use of observable
inputs and minimize the use of unobservable inputs when measuring fair value.
ASC 825 establishes a fair value hierarchy based on the level of independent,
objective evidence surrounding the inputs used to measure fair value. A
financial instruments categorization within the fair value hierarchy is based
upon the lowest level of input that is significant to the fair value
measurement. ASC 825 prioritizes the inputs into three levels that may be used
to measure fair value:
Level 1
Level 1 applies to assets or
liabilities for which there are quoted prices in active markets for identical
assets or liabilities.
Level 2
Level 2 applies to assets or
liabilities for which there are inputs other than quoted prices that are
observable for the asset or liability such as quoted prices for similar assets
or liabilities in active markets; quoted prices for identical assets or
liabilities in markets with insufficient volume or infrequent transactions (less
active markets); or model-derived valuations in which significant inputs are
observable or can be derived principally from, or corroborated by, observable
market data of the fair value of the assets or liabilities.
Level 3
Level 3 applies to assets or
liabilities for which there are unobservable inputs to the valuation methodology
that are significant to the measurement of the fair value of the assets or
liabilities.
Pursuant to ASC 825, the fair value of
cash is determined based on Level 1 inputs, which consist of quoted prices in
active markets for identical assets. The Company's financial instruments consist
of cash, prepaid expenses, other assets, accounts payable, accrued liabilities,
and loans payable. The carrying amount of these financial instruments
approximates fair value due to either length of maturity or interest rates that
approximate prevailing market rates unless otherwise disclosed in these
financial statements.
Assets measured at fair value on a
recurring basis were presented on the Companys balance sheet as of October 31,
2015 and April 30, 2015 as follows:
Fair Value Measurements at October
31, 2015 Using:
|
Assets: |
|
Total Carrying |
|
|
Quoted Marked |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
Value as of |
|
|
Prices in Active |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
|
10/31/2015 |
|
|
Markets (Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
|
Investments in marketable securities |
$ |
243,613 |
|
$ |
- |
|
$ |
243,613 |
|
$ |
- |
|
|
Total |
$ |
243,613 |
|
$ |
- |
|
$ |
243,613 |
|
$ |
- |
|
F-6
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
Fair Value Measurements at April 30,
2015 Using:
|
Assets: |
|
Total Carrying |
|
|
Quoted Marked |
|
|
Significant Other |
|
|
Significant |
|
|
|
|
Value as of |
|
|
Prices in Active |
|
|
Observable Inputs |
|
|
Unobservable |
|
|
|
|
4/30/2015 |
|
|
Markets (Level 1) |
|
|
(Level 2) |
|
|
Inputs (Level 3) |
|
|
Investments in |
|
|
|
|
|
|
|
|
|
|
|
|
|
marketable securities |
$ |
272,000 |
|
$ |
- |
|
$ |
272,000 |
|
$ |
- |
|
|
Total |
$ |
272,000 |
|
$ |
- |
|
$ |
272,000 |
|
$ |
- |
|
Property and Equipment -
Property and equipment are stated at cost less accumulated depreciation.
Depreciation is provided principally on the straight-line method over the
estimated useful lives of the assets, which are generally 3 to 10 years. The
cost of repairs and maintenance is charged to expense as incurred. Expenditures
for property betterments and renewals are capitalized. Upon sale or other
disposition of a depreciable asset, cost and accumulated depreciation are
removed from the accounts and any gain or loss is reflected in operating
expenses.
Mineral Exploration and Development
Costs Exploration expenditures incurred prior to entering the development
stage are expensed and included in mineral exploration and evaluation expense.
Impairment of Long-Lived Assets
The Company reviews and evaluates long-lived assets for impairment when events
or changes in circumstances indicate the related carrying amounts may not be
recoverable. The assets are subject to impairment consideration under ASC
360-10-35-17, Measurement of an Impairment Loss, if events or
circumstances indicate that their carrying amount might not be recoverable.
Various factors could impact our
ability to achieve forecasted production schedules. Additionally, commodity
prices, capital expenditure requirements and reclamation costs could differ from
the assumptions the Company may use in cash flow models used to assess
impairment. The ability to achieve the estimated quantities of recoverable
minerals from exploration stage mineral interests involves further risks in
addition to those factors applicable to mineral interests where proven and
probable reserves have been identified, due to the lower level of confidence
that the identified mineralized material can ultimately be mined economically.
No impairment expense was recognized for the six months ended October 31, 2015
and 2014.
Research and Development - All
research and development expenditures are expensed as incurred.
Per Share Amounts - The Company
follows ASC 260, Earnings Per Share, and ASC 480, Distinguishing
Liabilities from Equity, which establish standards for the computation,
presentation and disclosure requirements for basic and diluted earnings per
share for entities with publicly held common shares and potential common stock
issuances. Basic earnings (loss) per share are computed by dividing net income
(loss) by the weighted average number of common shares outstanding. In computing
diluted earnings per share, the weighted average number of shares outstanding is
adjusted to reflect the effect of potentially dilutive securities, such as stock
options and warrants. Common stock equivalent shares are excluded from the
computation if their effect is antidilutive. Common stock equivalents, which
include stock options and warrants to purchase common stock, on October 31, 2015
and 2014 that were not included in the computation of diluted earnings per share
because the effect would be antidilutive were 159,785,129 and 147,685,129,
respectively.
Income Taxes - The Company
accounts for its income taxes in accordance with ASC 740, Income Taxes ,
which requires recognition of deferred tax assets and liabilities for future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases and tax credit carry-forwards. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. The effect on deferred tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the enactment
date.
F-7
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
For acquired properties that do not
constitute a business as defined in ASC 805-10-55-4, Definition of a
Business, deferred income tax liability is recorded on GAAP basis over
income tax basis using statutory federal and state rates. The resulting
estimated future federal and state income tax liability associated with the
temporary difference between the acquisition consideration and the tax basis is
computed in accordance with ASC 740-10-25-51, Acquired Temporary Differences
in Certain Purchase Transactions that are Not Accounted for as Business
Combinations , and is reflected as an increase to the total purchase price
which is then applied to the underlying acquired assets in the absence of there
being a goodwill component associated with the acquisition transactions.
Stock-Based Compensation The
Company accounts for share based payments in accordance with ASC 718,
Compensation - Stock Compensation, which requires all share-based
payments to employees, including grants of employee stock options, to be
recognized in the financial statements based on the grant date fair value of the
award. In accordance with ASC 718-10-30-9, Measurement Objective Fair Value
at Grant Date, the Company estimates the fair value of the award using a
valuation technique. For this purpose, the Company uses the Black-Scholes option
pricing model. The Company believes this model provides the best estimate of
fair value due to its ability to incorporate inputs that change over time, such
as volatility and interest rates, and to allow for actual exercise behavior of
option holders. Compensation cost is recognized over the requisite service
period which is generally equal to the vesting period. Upon exercise, shares
issued will be newly issued shares from authorized common stock.
ASC 505, "Compensation-Stock
Compensation", establishes standards for the accounting for transactions in
which an entity exchanges its equity instruments to non-employees for goods or
services. Under this transition method, stock compensation expense includes
compensation expense for all stock-based compensation awards granted on or after
January 1, 2006, based on the grant-date fair value estimated in accordance with
the provisions of ASC 505.
Recent Accounting Standards
From time to time, new accounting pronouncements are issued by the Financial
Accounting Standards Board (FASB) that are adopted by the Company as of the
specified effective date. Unless otherwise discussed, management believes that
the impact of recently issued standards did not or will not have a material
impact on the Companys financial position, results of operations, or cash flows
upon adoption.
In April 2015, the FASB issued
Accounting Standard Update (ASU) 2015-03, Interest Imputation of Interest
(Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This
update simplifies the presentation of debt issuance costs by requiring debt
issuance costs to be presented as a deduction from the corresponding debt
liability. The update is effective in fiscal years, including interim periods,
beginning after December 15, 2015, and early adoption is permitted. The Company
is currently assessing the impact, if any, of implementing this guidance on its
financial position, results of operations and liquidity.
In August 2014, the FASB issued ASU
2014-15, Presentation of Financial Statements Going Concern. The new standard
requires management of public and private companies to evaluate whether there is
substantial doubt about the entitys ability to continue as a going concern and,
if so, disclose that fact. Management will also be required to evaluate and
disclose whether its plans alleviate that doubt. The new standard is effective
for annual periods ending after December 15, 2016, and interim periods within
annual periods beginning after December 15, 2016. Adoption of the new guidance
is not expected to have an impact on the financial position, results of
operations or cash flows.
In June 2014, the FASB issued ASU
2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments
When the Terms of an Award Provide That a Performance Target Could Be Achieved
after the Requisite Service Period, which is effective for financial statements
issued for interim and annual periods beginning on or after December 15, 2015.
The guidance requires that a performance target that affects vesting and that
could be achieved after the requisite service period be treated as a performance
condition and should not be reflected in the estimate of the grant-date fair
value of the award. Adoption of the new guidance is not expected to have an
impact on the financial position, results of operations or cash flows.
F-8
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
2. |
SCOTTSDALE FACILITY AGREEMENT |
|
|
|
On April 16, 2014, the Company entered into an agreement
with GJS Capital Corp. (the "Creditor"). Under the terms of the Agreement,
the Creditor has agreed to loan the Company $150,000 (the Principal),
which has already been advanced. The loan bears interest at a rate of 6%
per annum, compounded annually and has a maturity date of December 31,
2015 (the Maturity Date"). |
|
|
|
At any time prior to the Maturity Date, the Creditor may
elect to receive units (each a Unit") in exchange for any portion of the
Principal outstanding on the basis of one Unit for each $0.05 of
indebtedness converted (the Unit Conversion Option"). Each Unit consists
of one share of our common stock and one warrant to purchase an additional
share of our common stock at a price of $0.10 per share for a period of
two years from the date of issuance. If the Creditor exercises the Unit
Conversion Option, any interest that accrued on the portion of the
Principal that was converted shall be forgiven. |
|
|
|
If the Creditor exercises the Unit Conversion Option, the
Creditor will receive a net profits interest (the Net Profits Interest)
an any future profits received by Company that are derived from our
process for the recovery of precious metals from coal ash and other
materials (the Technology) at a basis of 1% of our net profits for every
$10,000 of converted Principal. The Net Profits Interest will terminate
when the Creditor receives eight times the amount of converted
Principal. |
|
|
|
In addition, if the Creditor exercises the Unit
Conversion Option, the Company will use best efforts to ensure that a
director nominated by the Creditor is appointed to the Companys Board of
Directors. If the Creditor does nominate such director, the Company will
be allowed to nominate and appoint an additional director to the Companys
Board of Directors. |
|
|
|
The Creditor has agreed to form a joint venture with the
Company for the purpose of constructing and operating a processing plant
at the Scottsdale facility, an existing facility, utilizing the Companys
licensed Technology. Under the agreement, the Creditor and the Company
shall form a limited liability company (Newco) to operate the Joint
Venture, and ownership of Newco would be split equally between the
Creditor and the Company. In addition, the Creditor would advance $250,000
plus up to 15% for contingencies, a total of $287,500, to Newco to fund
the initial construction and operation costs of the Newco. These advances
are not expected to be paid back to the Creditor. |
|
|
|
The Company has been operating in the Scottsdale facility
in prior years using the same technology licensed by the Company. As of
July 31, 2015 and through the filing date of the Form 10-Q, the Company
and the Creditor have not established a limited liability corporation in
accordance with the agreement. The equipment used in the Scottsdale
facility, lease agreements for the Scottsdale facility, and other supplies
purchased and costs incurred by the Scottsdale facility were incurred by
the Company and are the legal obligation of the Company. As of October 31,
2015, no bank account has been established for the joint venture and as a
result the Company has paid all expenses related to the Scottsdale
facility directly via the Companys bank accounts. Funding under the joint
venture has been deposited by the Company into bank accounts owned by the
Company. As of October 31, 2015, the Creditor funded a total of $329,000.
As of October 31, 2015 and through the date of the filing date of the Form
10-Q, the Company has not agreed to contribute any of the assets related
to the Scottsdale facility to the joint venture. Based upon the
aforementioned, the Company has accounted for the funds received totaling
$329,000 as contributed capital since in substance, the Creditor has
secured future revenue of the Scottsdale facility operations with such
funds. For the three months ended October 31, 2015 and October 31, 2014,
the Company received contributions totaling zero and $55,000,
respectively. For the six months ended October 31, 2015 and October 31,
2014, the Company received contributions totaling zero and $165,000,
respectively. |
|
|
3. |
INVESTMENT IN MARKETABLE SECURITIES |
|
|
|
On September 27, 2013, the Company entered into a
settlement and security release agreement with Golden Anvil. Under the
terms of the Release Agreement, the Company agreed to release Golden Anvil
from loan agreements pursuant to which, Golden
Anvil owed the Company $983,055 in secured indebtedness. In exchange for the
release, Golden Anvil had 2,000,000 common shares of Gainey issued to the
Company as part of an asset purchase agreement between Golden Anvil and Gainey.
|
F-9
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
The Asset Purchase was completed on
September 30, 2013. The Gainey shares are held in escrow and will be released
pursuant to the terms of a surplus escrow agreement as follows. The company
cannot enter into any sales transaction of the Gainey shares prior to their
release.
% of Shares to be Released |
Date of Release |
5% |
October 2, 2013 |
5% |
April 2, 2014 |
10% |
October 2, 2014 |
10% |
April 2, 2015 |
15% |
October 2, 2015 |
15% |
April 2, 2016 |
40% |
October 2, 2016
|
On March 30, 2015, the Company sold
400,000 Gainey shares to the Creditor (see Note 2) for $49,747 cash, net of
currency exchange and other banking fees. The cost of the 400,000 Gainey shares
was $200,000. The Company recorded a loss on sale of marketable securities of
$150,253.
As of October 31, 2015 and April 30,
2015, investment in marketable securities consisted of $243,613 and $272,000,
respectively. The Company held 1,600,000 Gainey Capital Corp. (Gainey) common
shares, and the market value was $0.152 and $0.17 per share, on October 31, 2015
and April 30, 2015, respectively. As of October 31, 2015, 45% of the shares have
been released, of which 20% were sold on March 30, 2015. Gainey shares are
traded on the Vancouver exchange under the stock symbol GNC.V and on the OTC
Pink marketplace under the stock symbol GNYPF. Marketable securities are held
for an indefinite period of time and thus are classified as available-for-sale
securities. Realized investment gains and losses are included in the statement
of operations, as are provisions for other than temporary declines in the market
value of available-for-sale securities. Unrealized gains and unrealized losses
deemed to be temporary are excluded from earnings (losses), net of applicable
taxes, as a component of other comprehensive income. Factors considered in
judging whether an impairment is other than temporary include the financial
condition, business prospects and creditworthiness of the issuer, the length of
time that fair value has been less than cost, the relative amount of decline,
and the Companys ability and intent to hold the investment until the fair value
recovers.
Based on managements evaluation of the
circumstances, management believes that the decline in fair value below the cost
of certain of the Companys marketable securities is other-than-temporary.
The following is a summary of
available-for-sale marketable securities as of October 31, 2015:
|
|
|
Cost |
|
|
Unrealized Gain |
|
|
Realized (Losses) |
|
|
Market or Fair Value |
|
|
Equity securities |
$ |
800,000 |
|
$ |
-- |
|
$ |
(556,387 |
) |
$ |
243,613 |
|
|
Total |
$ |
800,000 |
|
$ |
-- |
|
$ |
(556,387 |
) |
$ |
243,613 |
|
The following is a summary of
available-for-sale marketable securities as of April 30, 2015:
|
|
|
Cost |
|
|
Unrealized Gain |
|
|
Realized (Losses) |
|
|
Market or Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
$ |
800,000 |
|
$ |
-- |
|
$ |
(528,000 |
) |
$ |
272,000 |
|
|
Total |
$ |
800,000 |
|
$ |
-- |
|
$ |
(528,000 |
) |
$ |
272,000 |
|
F-10
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
4. |
PROPERTY AND EQUIPMENT |
|
|
|
Property and equipment consists of the
following: |
|
|
As of |
|
|
As of |
|
|
|
October 31, 2015 |
|
|
April 30, 2015 |
|
Process, lab and office
equipment |
$ |
406,316 |
|
$ |
406,316 |
|
Less: accumulated depreciation |
|
(274,375 |
) |
|
(239,492 |
) |
|
$ |
131,941 |
|
$ |
166,824 |
|
|
Depreciation expense was $34,883 and $39,732 for the six
months ended October 31, 2015 and 2014, respectively. |
|
|
5. |
INTELLECTUAL PROPERTY |
|
|
|
On August 20, 2014, the Company entered an Amended and
Restated License Agreement with Alvin C. Johnson, Jr. (Licensor),
whereby the Licensor has been granted 7,980,493 shares of common stock as
consideration for the cancellation by the Licensor of a 3.75% gross
royalty on the proceeds from any commercial use of our license on the
process for the recovery of precious metals from coal ash and other
materials. The intellectual property was valued at $159,610 or $0.02 per
share of common stock, the Companys market price on August 20, 2014 and
has been capitalized as intellectual property. Based on the unpredictable
timing of estimated future cash flows expected to be generated from the
intellectual property, the Company recognized an impairment expense of
$159,610 as of April 30, 2015. |
|
|
6. |
ACCOUNTS PAYABLE - RELATED PARTIES |
|
|
|
As of October 31, 2015 and April 30, 2015, accounts
payable related parties of $308,199 and $266,734, respectively, mainly
consisted of consulting fees due to one director and officer of the
Company. |
|
|
7. |
LOANS PAYABLE |
|
|
|
As of October 31, 2015 and April 30, 2015, loans payable
of $248,030, consists of borrowings payable to unrelated third parties.
The loans bear 6% to 12% interest, are unsecured and are due on
demand. |
|
|
|
As of October 31, 2015 and April 30, 2015, accrued
interest was $80,191 and $70,762, respectively. |
|
|
8. |
LOANS PAYABLE AND ACCRUED INTEREST RELATED
PARTIES |
|
|
|
As of October 31, 2015 and April 30, 2015, loans payable
related parties of $628,000 and $373,000, respectively, mainly consists
of borrowings, directly and indirectly, from one director of the Company.
The balances bear 10% interest, are unsecured and are due on
demand. |
|
|
|
As of October 31, 2015 and April 30, 2015, accrued
interest related party was $168,468 and $141,935,
respectively. |
|
|
9. |
NOTES PAYABLE |
|
|
|
As of October 31, 2015 and April 30, 2015, notes payable
consists of an unsecured $50,000 payable to New Verde River Mining and
Robert H. Gunnison. The note payable bears 6% interest annually, is
unsecured and is due on demand. |
F-11
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
10. |
COMMITMENTS AND CONTINGENCIES |
|
|
|
Lease obligations The Company has operating
leases for its corporate office, corporate housing and plant facilities.
Future minimum lease payments under the operating leases as of October 31,
2015 are as follows: |
Fiscal year ending April 30, 2016 |
$ |
36,608 |
|
Fiscal year ending April 30, 2017 |
$ |
44,616 |
|
Fiscal year ending April 30, 2018 |
$ |
21,008 |
|
Fiscal year ending April 30, 2019 |
$ |
- |
|
Fiscal year ending April 30, 2020 |
$ |
- |
|
|
Lease expense was $67,933 and $69,421 for the six months
ended October 31, 2015 and 2014, respectively. |
|
|
|
Legal proceedings The Company received a
verified complaint (the Complaint), dated September 12, 2013, that was
filed in Arizona Superior Court, Maricopa County, by McKendry Enterprises,
Inc. Profit Sharing Plan and Retirement Trust (the Landlord), alleging
breach of contract and breach of covenant of good faith and fair dealing
in relation to the lease agreement dated June 6, 2007, between the
Landlord and the Company, as amended (the Lease Agreement). The
Complaint sought to recover damages of at least $108,581, including, but
not limited to: 1) $56,358 rent; 2) $52,223 for maintenance, clean-up
costs and construction; and 3) undetermined damages for additional repair,
clean up and legal fees. |
|
|
|
On October 22, 2014, the Company reached a settlement
with the Landlord to pay $70,000 as follows: $5,000 on or before November
24, 2014 (amount has been paid); $5,000 payable 90 days thereafter (amount
has been paid); six payments of $7,000 due every 90 days thereafter (two
payments of $7,000 has been paid); and two $9,000 payments due every 90
days thereafter. Each payment has a 3 day cure/grace period. Any later
payment will trigger a default and immediate recordation/enforcement of a
judgment. Payment is secured by a judgment for $78,969 plus attorney fees
incurred by Landlord to date, plus any further attorney fees incurred in
relation to the judgment. The judgment will not be executed unless the
Company defaults on its payment obligations noted above. As of October 31,
2015, the Company has a liability in the amount of $46,000 recorded in
accounts payable related to this matter. |
|
|
|
On May 1, 2015, the Company received an amended notice of
civil claim (the Claim), dated April 1, 2015 (original filed on December
31, 2014), that was filed in the Supreme Court of British Columbia, by
1254859 Ontario Inc. (the Plaintiff), alleging breach of specific
performance and breach of contract in relation to the Golden Anvil Asset
Purchase by Gainey (see Note 3). The Plaintiff seeks to recover damages of
including, but not limited to: 1) 1,000,000 shares of Gainey stock; 2)
damages in lieu of specific performance; and 3) damages for breach of
contract. |
|
|
|
On June 1, 2015, the Company filed a response to the
Claim, denying: 1) entering into any oral agreement; 2) that the Plaintiff
presented a potential transaction with Gainey; 3) that there was any fee
payable to Plaintiff upon completion of a transaction with Gainey; 4) any
existence of an agreement with Plaintiff and as such, the Gainey
transaction was not related to any agreement with Plaintiff; and 5) any
obligation to pay a fee to Plaintiff, contractually or otherwise. While
the Company intends to vigorously defend the lawsuit, there is no
assurance that the Company will be able to successfully defend the
lawsuit. |
|
|
|
No other legal proceedings are pending, threatened or
contemplated. |
|
|
11. |
STOCKHOLDERS EQUITY |
|
|
|
Common and Preferred Stock: |
|
|
|
As of October 31, 2015 and April 30, 2015, there were
228,793,634 shares of common stock outstanding and zero shares of
preferred stock outstanding. |
F-12
ROYAL MINES AND MINERALS CORP.
NOTES TO CONDENSED FINANCIAL
STATEMENTS
OCTOBER 31, 2015
(UNAUDITED)
12. |
STOCK OPTIONS AND WARRANTS |
|
|
|
Extension of Warrants |
|
|
|
On July 10, 2015, the Company extended the expiration
dates of 23,020,000 warrants previously issued on July 13, 2011, from an
expiration date of July 12, 2015 to July 12, 2016. Each warrant entitles
the holder to purchase an additional share of the Companys common stock
at a price of $0.10 per share. |
|
|
|
As of October 31, 2015 and April 30, 2015, there were
26,100,000 stock options and 133,685,129 stock warrants outstanding and
exercisable. |
|
|
13. |
RELATED PARTY TRANSACTIONS |
|
|
|
For the six months ended October 31, 2015, the Company
incurred $101,000, in consulting fees expense from companies with a common
director or officer. |
|
|
|
For the six months ended October 31, 2014, the Company
incurred $102,000, in consulting fees expense from companies with a common
director or officer. |
|
|
14. |
SUBSEQUENT EVENTS |
|
|
|
On November 2, 2015, the Company extended the expiration
dates of the following warrants: |
|
(a) |
100,000 warrants previously issued on November 20, 2012,
from an expiration date of November 19, 2015 to November 19,
2017; |
|
(b) |
26,220,000 warrants previously issued on November 18,
2013, from an expiration date of November 18, 2015 to November 18, 2017;
and |
|
(c) |
1,000,000 warrants previously issued on November 19,
2013, from an expiration date of November 19, 2015 to November 19,
2017. |
Each of the above warrants entitles the
holder to purchase an additional share of the Companys common stock at a price
of $0.10 per share
F-3
ITEM 2. |
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS. |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Quarterly Report
constitute "forward-looking statements. These statements, identified by words
such as plan, "anticipate," "believe," "estimate," "should," "expect" and
similar expressions include our expectations and objectives regarding our future
financial position, operating results and business strategy. These statements
reflect the current views of management with respect to future events and are
subject to risks, uncertainties and other factors that may cause our actual
results, performance or achievements, or industry results, to be materially
different from those described in the forward-looking statements. Such risks and
uncertainties include those set forth under the caption "Part II Item 1A. Risk
Factors" and elsewhere in this Quarterly Report. We do not intend to update the
forward-looking information to reflect actual results or changes in the factors
affecting such forward-looking information. We advise you to carefully review
the reports and documents, particularly our Annual Reports, Quarterly Reports
and Current Reports, that we file from time to time with the United States
Securities and Exchange Commission (the SEC).
OVERVIEW
We were incorporated on December 14, 2005 under the laws of the
State of Nevada. Our primary objectives are to: (i) commercially and viably
extract and refine precious metals from specific coal (fly and bottom) ash and
other leachable assets; (ii) use our proprietary processes to convert specific
ore bodies and coal ash landfills into valuable assets; and (iii) joint venture,
acquire and develop mining projects in North America.
We are focusing our business on commercially processing
specific coal ash through a process of mechanical attrition, chemical treatments
and thermal sintering that exposes extractable gold (the Cholla Process) at
our processing and refining plant located in Scottsdale, Arizona (the
Scottsdale Facility). This process agglomerates metal atoms into larger
nanoparticles, before forming bulk gold metal. Once in bulk gold metal, all
traditional assay methods can effectively measure value. In November 2012, we
shut down our Phoenix Facility and we have no plans to continue that operation.
We are actively seeking to enter into joint ventures with third
parties who have legal rights to fly ash resources, including landfills. There
is no assurance that we will be able to commercially extract precious metals
from fly ash or other mineable ores using our Cholla process or that we will be
able to enter into joint ventures for the exploration and development of
additional mining projects.
In September 2013, we released Golden Anvil S.A. de C.V.
(Golden Anvil) from loan agreements pursuant to which, Golden Anvil owed us
USD$983,055 in secured indebtedness. In exchange for the release, Golden Anvil
had 2,000,000 common shares of Gainey Capital Corp. (Gainey) issued to us as
part of an asset purchase agreement between Golden Anvil and Gainey.
3
RESULTS OF OPERATIONS
Three Months and Six Months Summary
|
|
Three Months Ended |
|
|
Percentage |
|
|
Six Months Ended |
|
|
Percentage |
|
|
|
October 31, |
|
|
October 31, |
|
|
Increase / |
|
|
October 31, |
|
|
October 31, |
|
|
Increase / |
|
|
|
2015 |
|
|
2014 |
|
|
(Decrease) |
|
|
2015 |
|
|
2014 |
|
|
(Decrease) |
|
Revenue |
$ |
- |
|
$ |
- |
|
|
n/a |
|
$ |
- |
|
$ |
- |
|
|
n/a |
|
Expenses |
|
(169,306 |
) |
|
(232,272 |
) |
|
(27.1)% |
|
|
(377,108 |
) |
|
(455,953 |
) |
|
(17.3)% |
|
Other Items |
|
(21,167 |
) |
|
(16,361 |
) |
|
29.4% |
|
|
(39,569 |
) |
|
(30,753 |
) |
|
28.7% |
|
Net Loss |
$ |
(190,473 |
) |
$ |
(248,633 |
) |
|
(23.4)% |
|
$ |
(416,677 |
) |
$ |
(486,706 |
) |
|
(14.4)% |
|
Revenues
We earned no revenues during the six months ended October 31,
2015 and 2014. We can provide no assurances that we will be able to develop a
commercially viable process or earn significant revenue from the processing of
fly ash or other materials.
Expenses
The major components of our operating expenses for the three
and six months ended October 31, 2015 and 2014 are outlined in the table below:
|
|
Three Months Ended |
|
|
Percentage |
|
|
Six Months Ended |
|
|
Percentage |
|
|
|
October 31, |
|
|
October |
|
|
Increase / |
|
|
October |
|
|
October 31, |
|
|
Increase / |
|
|
|
2015 |
|
|
31, 2014 |
|
|
(Decrease) |
|
|
31, 2015 |
|
|
2014 |
|
|
(Decrease) |
|
Mineral exploration and evaluation expenses |
$ |
92,614 |
|
$ |
124,565 |
|
|
(25.7)% |
|
$ |
186,645 |
|
$ |
244,606 |
|
|
(23.7)% |
|
General and administrative |
|
56,358 |
|
|
69,825 |
|
|
(19.3)% |
|
|
126,156 |
|
|
152,473 |
|
|
(17.3)% |
|
Depreciation |
|
17,441 |
|
|
18,740 |
|
|
(6.9)% |
|
|
34,883 |
|
|
39,732 |
|
|
(12.2)% |
|
Loss on legal settlement |
|
- |
|
|
19,142 |
|
|
(100.0)% |
|
|
- |
|
|
19,142 |
|
|
(100.0)% |
|
Other than temporary loss on marketable
securities |
|
2,893 |
|
|
- |
|
|
100.0% |
|
|
28,387 |
|
|
- |
|
|
100.0% |
|
Bad debt expense |
|
- |
|
|
- |
|
|
0.0% |
|
|
1,037 |
|
|
- |
|
|
100.0% |
|
Total operating expenses |
$ |
169,306 |
|
$ |
232,272 |
|
|
(27.1)% |
|
$ |
377,108 |
|
$ |
455,953 |
|
|
(17.3)% |
|
Our operating expenses for the three months ended October 31,
2015 decreased as compared to the three months ended October 31, 2014. The
decrease in our operating expenses primarily relates to a decrease in contract
labor and processing costs at our Scottsdale facility, a decrease in legal fees,
SEC filings and traveling costs at corporate, and the 2014 recording of a loss
on legal settlement.
Our operating expenses for the six months ended October 31,
2015 decreased as compared to the six months ended October 31, 2014. The
decrease in our operating expenses primarily relates to a decrease in contract
labor, processing costs and utilities at our Scottsdale facility, a decrease in
legal and audit fees at corporate, and the 2014 recording of a loss on legal
settlement. The decrease was partially offset by the recording of other than
temporary loss on the sale of marketable securities.
Mineral exploration and evaluation expenses primarily consist
of contract labor, rent, consulting fees and leased equipment.
4
Our general and administrative expenses primarily consist of:
(i) monthly consulting fees to our Chief Financial Officer, Mr. Mitchell; (ii)
legal and audit fees in connection with meeting our reporting requirements under
the Exchange Act; and (iii) travel expense for our executives and directors.
Loss on legal settlement relates to additional expenses
incurred with respect to the lease of our Phoenix facility, which we closed in
November 2012.
Other than temporary loss on sale of marketable securities
relates to the realized losses recognized for the continued decline in stock
price of our Gainey Capital Corp shares.
We anticipate that our operating expenses will increase
significantly as we implement our plan of operation for our Scottsdale Facility.
LIQUIDITY AND CAPITAL RESOURCES
Working Capital |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Percentage |
|
|
|
At
October 31, 2015 |
|
|
At
April 30, 2015 |
|
|
Increase / (Decrease) |
|
Current Assets |
$ |
10,086 |
|
$ |
11,897 |
|
|
(15.2)% |
|
Current Liabilities |
|
(1,769,513 |
) |
|
(1,413,744 |
) |
|
25.2%
|
|
Working Capital Deficit |
$ |
(1,759,427 |
) |
$ |
(1,401,847 |
) |
|
25.5% |
|
Cash Flows |
|
|
|
|
|
|
|
|
Six
Months Ended |
|
|
|
October 31, 2015 |
|
|
October 31, 2014 |
|
Net Cash Used in Operating
Activities |
$ |
(255,774 |
) |
$ |
(326,779 |
) |
Net Cash Used In Investing Activities |
|
- |
|
|
- |
|
Net Cash Provided By
Financing Activities |
|
255,000 |
|
|
267,000 |
|
Net Decrease in Cash During Period |
$ |
(774 |
) |
$ |
(59,779 |
) |
As of October 31, 2015, we had a working capital deficit of
$1,759,427 as compared to a working capital deficit of $1,401,847 at our year
ended April 30, 2015. The increase in our working capital deficit is primarily
due to an increase in accounts payable, accounts payable-related parties,
accrued interest-related parties and loans payable-related parties.
FINANCING REQUIREMENTS
Currently, we do not have sufficient financial resources to
complete our plan of operation for the next twelve months. As such, our ability
to complete our plan of operation is dependent upon our ability to obtain
additional financing in the near term.
We anticipate continuing to rely on equity sales of our common
shares in order to continue to fund our business operations. Issuances of
additional shares will result in dilution to our existing shareholders. There is
no assurance that we will achieve any additional sales of our equity securities
or arrange for debt or other financing to fund our planned mining, development
and exploration activities.
OFF-BALANCE SHEET ARRANGEMENTS
We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures, or capital resources that is
material to stockholders.
5
CRITICAL ACCOUNTING POLICIES
We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in Note 1 to our interim financial statements included in this
Quarterly Report.
ITEM
4.
CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of October 31, 2015 (the Evaluation Date). This evaluation
was carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were effective as of the Evaluation Date.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended October 31, 2015 that
have materially affected, or that are reasonably likely to materially affect,
our internal control over financial reporting.
6
PART II - OTHER INFORMATION
ITEM
1.
LEGAL PROCEEDINGS.
In September 2013, we released Golden Anvil S.A. de C.V.
(Golden Anvil) from loan agreements pursuant to which, Golden Anvil owed us
USD$983,055 in secured indebtedness. In exchange for the release, Golden Anvil
had 2,000,000 common shares of Gainey Capital Corp. (Gainey) issued to us as
part of an asset purchase agreement between Golden Anvil and Gainey (the
Transaction).
In May 2015, we received a verified complaint (the
Complaint), dated April 17, 2015, which was filed in The Supreme Court of
British Columbia in Vancouver, Canada, by 1254859 Ontario Inc. (the Claimant),
alleging breach of contract, against Golden Anvil, Marco Antonia Rincon Valdes
and us. The Complaint seeks to recover 1,000,000 shares of Gainey and
reimbursement of expenses incurred by the Claimant in relation to the
Transaction.
On June 1, 2015, the Company filed a response to the Complaint,
denying: 1) entering into any oral agreement; 2) that the Plaintiff presented a
potential transaction with Gainey; 3) that there was any fee payable to
Plaintiff upon completion of a transaction with Gainey; 4) any existence of an
agreement with Plaintiff and as such, the Gainey transaction was not related to
any agreement with Plaintiff; and 5) any obligation to pay a fee to Plaintiff,
contractually or otherwise. While the Company intends to vigorously defend the
lawsuit, there is no assurance that the Company will be able to successfully
defend the lawsuit. If the lawsuit is resolved unfavorably it will have a
significant impact on our business operations and will limit our ability to
continue our operations.
ITEM
1A. RISK
FACTORS.
The following are some of the important factors that could
affect our financial performance or could cause actual results to differ
materially from estimates contained in our forward-looking statements. We may
encounter risks in addition to those described below. Additional risks and
uncertainties not currently known to us, or that we currently deem to be
immaterial, may also impair or adversely affect our business, financial
condition or results of operation.
If we do not obtain additional financing, we may not be able
to continue our operations at our Scottsdale Facility or enter into any
potential joint venture or licensing agreements.
As of October 31, 2015, we had cash on hand of $10,086 and
accumulated net loss of $18,015,737 since inception. Our plan of operation calls
for significant expenses in connection with the operation of our Scottsdale
Facility and the entry of any potential joint ventures. If we are unable to
raise sufficient financing, there is a substantial risk that we will be unable
to meet payments of principal and interest to our creditors and pay our
consultants and employees. In November 2012, we shut down our Phoenix Facility
and we have no plans to continue that operation. In addition, we will require
substantial financing in order to implement our plan of operation over the next
twelve months. There is no assurance that this will satisfy all of our working
capital requirements for the next twelve months or that these funds will be
sufficient to complete our planned exploration and development programs.
We face a high risk of business failure.
We have earned minimal revenues from the processing of ore at
our Phoenix and Scottsdale Facilities. Our primary business activities have
involved the exploration and development on the Piute Valley Property and the
commencement of operations at our Phoenix Facility and Scottsdale Facility. In
August 2012, we did not pay the renewal fee on the Piute Valley Property and the
BLM Claims, allowing those claims to lapse. In November 2012, we shut down our
Phoenix Facility and we have no plans to continue that operation. Potential
investors should be aware of the difficulties normally encountered by
exploration stage companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to exploration, and additional
costs and expenses that may exceed current estimates.
7
We are currently, party to a lawsuit that may be expensive
and time consuming, and, if resolved adversely, could have a significant impact
on our business and financial condition.
In September 2013, we released Golden Anvil S.A. de C.V.
(Golden Anvil) from loan agreements pursuant to which, Golden Anvil owed us
USD$983,055 in secured indebtedness. In exchange for the release, Golden Anvil
had 2,000,000 common shares of Gainey Capital Corp. (Gainey) issued to us as
part of an asset purchase agreement between Golden Anvil and Gainey (the
Transaction).
We received a verified complaint (the Complaint), dated April
17, 2015, that was filed in The Supreme Court of British Columbia in Vancouver,
Canada, by 1254859 Ontario Inc. (the the Claimant), alleging breach of
contract, against Golden Anvil, Marco Antonia Rincon Valdes and us. The
Complaint seeks to recover 1,000,000 shares of Gainey and reimbursement of
expenses incurred while rendering services related to the Transaction. We do not
believe that there was a contract as alleged and we intend to vigorously defend
this lawsuit. There is no assurance that we will be able to successfully defend
the lawsuit. If the lawsuit is resolved unfavorably it will have a significant
impact on our business operations and will limit our ability to continue our
operations.
Because we anticipate our operating expenses will increase
prior to our earning significant revenues, we may never achieve profitability.
We anticipate that we will incur increased operating expenses
prior to realizing any significant revenues. We therefore expect to incur
significant losses into the foreseeable future. We recognize that if we are
unable to generate significant revenues from the operation of our Scottsdale
Facility or the exploration and development of our mineral property and the
production of minerals thereon, if any, we will not be able to earn profits or
continue operations. There is no history upon which to base any assumption as to
the likelihood that we will prove successful, and we may not be able to ever
generate any operating revenues or achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely fail.
Because of the speculative nature of exploration of mining
properties, there is substantial risk that no commercially exploitable minerals
will be found and our business will fail.
The search for valuable minerals as a business is extremely
risky. We may not find commercially exploitable reserves of precious metals on
our mineral claims. Exploration for minerals is a speculative venture,
necessarily involving substantial risk. The expenditures to be made by us in the
upcoming exploration of the mineral claims may not result in the discovery of
commercial quantities of ore. Problems such as unusual or unexpected formations
and other conditions are involved in mineral exploration and often result in
unsuccessful exploration efforts. In such a case, we would be unable to complete
our business plan.
Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages if and when
we conduct mineral exploration activities.
The search for valuable minerals involves numerous hazards. As
a result, if and when we conduct exploration activities we may become subject to
liability for such hazards, including pollution, cave-ins and other hazards
against which we cannot insure or against which we may elect not to insure. The
payment of such liabilities may have a material adverse effect on our financial
position.
Certain work to be performed at our facilities may require
us to apply for permits from federal, state or local regulatory bodies.
If our applications for permits from the relevant regulatory
bodies are denied, we may not be able to proceed with our exploration and
development programs as disclosed above, which could have a negative effect on
our business.
8
If we are unable to hire and retain key personnel, we may
not be able to implement our business plan and our business will fail.
Our success will largely depend on our ability to hire highly
qualified personnel with experience in geological exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or may lose such employees after they are hired. Our
failure to hire key personnel when needed could have a significant negative
effect on our business.
If we complete additional financings through the sale of
shares of our common stock, our existing stockholders will experience dilution.
The most likely source of future financing presently available
to us is through the issuance of our common stock. The only other anticipated
alternative for the financing of further exploration would be the offering by us
of an interest in our properties to be earned by another party or parties
carrying out further exploration thereof, which is not presently contemplated.
Issuing shares of our common stock, for financing purposes or otherwise, will
dilute the interests of our existing stockholders.
Because our stock is a penny stock, stockholders will be
more limited in their ability to sell their stock.
Our common stock is considered to be a penny stock since it
does not qualify for one of the exemptions from the definition of penny stock
under Section 3a51-1 of the Exchange Act. Our common stock is a penny stock
because it meets one or more of the following conditions (i) the stock trades at
a price less than $5.00 per share; (ii) it is not traded on a recognized
national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if
so, has a price less than $5.00 per share; or (iv) is issued by a company that
has been in business less than three years with net tangible assets less than $5
million.
The principal result or effect of being designated a penny
stock is that securities broker-dealers participating in sales of our common
stock will be subject to the penny stock regulations set forth in Rules 15-2
through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2
requires broker-dealers dealing in penny stocks to provide potential investors
with a document disclosing the risks of penny stocks and to obtain a manually
signed and dated written receipt of the document at least two business days
before effecting any transaction in a penny stock for the investor's account.
Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to (i) obtain
from the investor information concerning his or her financial situation,
investment experience and investment objectives; (ii) reasonably determine,
based on that information, that transactions in penny stocks are suitable for
the investor and that the investor has sufficient knowledge and experience as to
be reasonably capable of evaluating the risks of penny stock transactions; (iii)
provide the investor with a written statement setting forth the basis on which
the broker-dealer made the determination in (ii) above; and (iv) receive a
signed and dated copy of such statement from the investor, confirming that it
accurately reflects the investor's financial situation, investment experience
and investment objectives. Compliance with these requirements may make it more
difficult and time consuming for holders of our common stock to resell their
shares to third parties or to otherwise dispose of them in the market or
otherwise.
ITEM
2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM
3.
DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM
4.
MINE SAFETY DISCLOSURES.
9
None.
ITEM
5.
OTHER INFORMATION.
None.
ITEM
6.
EXHIBITS.
Exhibit |
|
Number |
Description of Exhibits
|
2.1 |
Agreement and Plan of Merger dated September 24, 2007
among the Company, Royal Mines Acquisition Corp., Royal Mines Inc. and
Kevin B. Epp. (4) |
2.2 |
Agreement and Plan of Merger dated October 6, 2007
between the Company and Royal Mines Acquisition Corp. (5)
|
3.1 |
Articles of Incorporation. (1) |
3.2 |
Certificate of Change Pursuant to NRS 78.209 increasing
the authorized capital of common stock to 300,000,000 shares, par value
$0.001 per share. (2) |
3.3 |
Certificate of Amendment Pursuant increasing the
authorized capital of common stock to 900,000,000 shares, par value $0.001
per share.(11) |
3.4 |
Bylaws. (1) |
3.5 |
Articles of Merger between the Company and Royal Mines
Acquisition Corp. (5) |
4.1 |
Form of Share Certificate. (1) |
10.1 |
Technology and Asset Purchase Agreement dated April 2,
2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal
Mines Inc. (5) |
10.2 |
Lease Agreement dated June 6, 2007 among McKendry
Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines
Inc. (5) |
10.3 |
Management Consulting Agreement dated February 24, 2009
between the Company and Jason S. Mitchell. (6) |
10.4 |
First Amendment of Lease Agreement dated November 20,
2009 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement
Trust and Royal Mines Inc. (5) |
10.5 |
2011 Stock Incentive Plan.(7) |
10.6 |
Consulting Services Agreement dated February 1, 2012
between the Company and Alvin A. Snaper.(8) |
10.7 |
Agreement dated June 14, 2012 between the Company and
Phoenix PMX LLC.(9) |
10.8 |
2013 Stock Incentive Plan.(10) |
10.9 |
Settlement and Security Release Agreement dated September
27, 2013 between the Company and Golden Anvil S.A. de C.V.(12)
|
10.10 |
Form of Non-Qualified Option Agreement.(13)
|
10.11 |
Convertible Loan Agreement dated April 16, 2014, between
the Company and Bruce Matheson.(14) |
10.12 |
Loan and Joint Venture Agreement dated April 16, 2014,
between the Company and GJS Capital Corp.(15) |
10.13 |
Letter of Intent dated for reference July 7, 2014,
between the Company and Lafarge North America Inc.(16)
|
10.14 |
Amended and Restated License Agreement dated August 20,
2014 between the Company and Alvin C. Johnson Jr.(17)
|
10.15 |
Settlement Agreement dated October 22, 2014, between the
Company and McKendry Enterprises, Inc. Profit Sharing Plan and Retirement
Trust. (18) |
10
Notes:
(1) |
Filed with the SEC as an exhibit to our Registration
Statement on Form SB-2 originally filed on August 17, 2006, as
amended. |
(2) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed June 12, 2007. |
(3) |
Filed with the SEC as an exhibit to our Annual Report on
Form 10-KSB filed July 30, 2007. |
(4) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed on September 28, 2007 |
(5) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed October 12, 2007. |
(6) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed February 26, 2009. |
(7) |
Filed with the SEC as an exhibit to our Quarterly Report
on Form 10-Q filed September 15, 2010. |
(8) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed February 1, 2012. |
(9) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed June 20, 2012. |
(10) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed June 24, 2013. |
(11) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed August 28, 2013. |
(12) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed October 2, 2013. |
(13) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed November 1, 2013. |
(14) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed April 21, 2014. |
(15) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed April 21, 2014. |
(16) |
Filed with the SEC as an exhibit to our Current Report on
Form 8-K filed July 16, 2014. |
(17) |
Filed with the SEC as an exhibit to our Quarterly Report
on from 10-Q filed on September 22, 2014. |
(18) |
Filed with the SEC as an exhibit to our Quarterly Report
on from 10-Q filed on December 16, 2014. |
11
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.
|
|
|
|
ROYAL MINES AND MINERALS CORP. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
December 15, 2015 |
|
By: |
/s/
K. Ian Matheson |
|
|
|
|
K. IAN MATHESON |
|
|
|
|
Chief Executive Officer |
|
|
|
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
December 15, 2015 |
|
By: |
/s/
Jason S. Mitchell |
|
|
|
|
JASON S. MITCHELL |
|
|
|
|
Chief Financial Officer |
|
|
|
|
(Principal Accounting Officer)
|
CERTIFICATIONS
I, K. Ian Matheson, certify that;
(1) |
I have reviewed this Quarterly Report on Form 10-Q of
Royal Mines And Minerals Corp.; |
|
|
(2) |
Based on my knowledge, this 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 report; |
|
|
(3) |
Based on my knowledge, the financial statements, and
other financial information included in this 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
report; |
|
|
(4) |
The registrants other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f) and 15d-15(f)) for the registrant and
have: |
|
a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
(5) |
The registrants other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the
equivalent functions): |
|
|
|
|
a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: |
December 15, 2015 |
|
|
|
|
|
/s/ K. Ian Matheson |
|
|
|
|
By: |
K. Ian Matheson |
|
Title: |
Chief Executive Officer and
President |
|
CERTIFICATIONS
I, Jason S. Mitchell, certify that;
(1) |
I have reviewed this Quarterly Report on Form 10-Q of
Royal Mines And Minerals Corp.; |
|
|
(2) |
Based on my knowledge, this 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 report; |
|
|
(3) |
Based on my knowledge, the financial statements, and
other financial information included in this 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
report; |
|
|
(4) |
The registrants other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act Rule
13a-15(f) and 15d-15(f)) for the registrant and
have: |
|
a) |
Designed such disclosure controls and procedures, or
caused such disclosure controls and procedures to be designed under our
supervision, 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 report is being prepared; |
|
|
|
|
b) |
Designed such internal control over financial reporting,
or caused such internal control over financial reporting to be designed
under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles; |
|
|
|
|
c) |
Evaluated the effectiveness of the registrants
disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on
such evaluation; and |
|
|
|
|
d) |
Disclosed in this report any change in the registrants
internal control over financial reporting that occurred during the
registrants most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and |
(5) |
The registrants other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrants auditors and the audit committee
of the registrants board of directors (or persons performing the
equivalent functions): |
|
|
|
|
a) |
All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the registrants ability to
record, process, summarize and report financial information; and |
|
|
|
|
b) |
Any fraud, whether or not material, that involves
management or other employees who have a significant role in the
registrants internal control over financial
reporting. |
Date: |
December 15, 2015 |
|
|
|
|
|
|
|
|
/s/ Jason S. Mitchell |
|
|
|
|
By: |
Jason S. Mitchell |
|
Title: |
Chief Financial Officer,
Treasurer and Secretary |
|
CERTIFICATION OF CHIEF EXECUTIVE OFFICER |
PURSUANT TO |
18 U.S.C. SECTION 1350, |
AS ADOPTED PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
I, K. Ian Matheson, the Chief Executive Officer of Royal Mines
And Minerals Corp. (the Company), hereby certify pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:
|
(i) |
the Quarterly Report on Form 10-Q of the Company, for the
fiscal quarter ended October 31, 2015, and to which this certification is
attached as Exhibit 32.1 (the Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and |
|
|
|
|
(ii) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company. |
|
By: |
/s/
K. Ian Matheson |
|
Name: |
K. IAN MATHESON |
|
Title: |
Chief Executive Officer and President
|
|
Date: |
December 15, 2015 |
A signed original of this written statement required by
Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it
relates, is not deemed filed with the Securities and Exchange Commission and is
not to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made
before or after the date of the Form 10-Q), irrespective of any general
incorporation language contained in such filing.
CERTIFICATION OF CHIEF FINANCIAL OFFICER |
PURSUANT TO 18 U.S.C. SECTION 1350, |
AS ADOPTED PURSUANT TO |
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
|
I, Jason S. Mitchell, the Chief Financial Officer of Royal
Mines And Minerals Corp. (the Company), hereby certify pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge:
|
(i) |
the Quarterly Report on Form 10-Q of the Company, for the
fiscal quarter ended October 31, 2015, and to which this certification is
attached as Exhibit 32.2 (the Report) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended; and |
|
|
|
|
(ii) |
the information contained in the Report fairly presents,
in all material respects, the financial condition and results of
operations of the Company. |
|
By: |
/s/
Jason S. Mitchell |
|
Name: |
JASON S. MITCHELL |
|
Title: |
Chief Financial Officer, Treasurer &
Secretary |
|
Date: |
December 15, 2015 |
A signed original of this written statement required by
Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company
and will be retained by the Company and furnished to the Securities and Exchange
Commission or its staff upon request.
This certification accompanies the Form 10-Q to which it
relates, is not deemed filed with the Securities and Exchange Commission and is
not to be incorporated by reference into any filing of the Company under the
Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made
before or after the date of the Form 10-Q), irrespective of any general
incorporation language contained in such filing.
v3.3.1.900
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v3.3.1.900
CONDENSED BALANCE SHEETS - USD ($)
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Current assets |
|
|
Cash and cash equivalents |
$ 10,086
|
$ 10,860
|
Other current assets |
0
|
1,037
|
Total current assets |
10,086
|
11,897
|
Non-current assets |
|
|
Investment in marketable securities |
243,613
|
272,000
|
Property and equipment, net |
131,941
|
166,824
|
Other assets |
7,655
|
7,655
|
Total non-current assets |
383,209
|
446,479
|
Total assets |
393,295
|
458,376
|
Current liabilities |
|
|
Accounts payable |
282,005
|
254,938
|
Accounts payable - related parties |
308,199
|
266,734
|
Accrued interest |
80,191
|
70,762
|
Accrued interest - related parties |
168,468
|
141,935
|
Loans payable |
248,030
|
248,030
|
Loans payable - related parties |
628,000
|
373,000
|
Notes payable |
50,000
|
50,000
|
Deferred rent |
4,620
|
8,345
|
Total current liabilities |
1,769,513
|
1,413,744
|
Deferred rent |
0
|
4,173
|
Total non-current liabilities |
0
|
4,173
|
Total liabilities |
1,769,513
|
1,417,917
|
Commitments and contingencies |
0
|
0
|
Stockholders' deficit |
|
|
Preferred stock, $0.001 par value; 100,000,000 shares authorized, zero shares issued and outstanding |
0
|
0
|
Common stock, $0.001 par value; 900,000,000 shares authorized, 228,793,634 shares issued and outstanding |
228,794
|
228,794
|
Additional paid-in capital |
16,400,725
|
16,400,725
|
Subscriptions payable |
10,000
|
10,000
|
Accumulated deficit during exploration stage |
(18,015,737)
|
(17,599,060)
|
Total stockholders' deficit |
(1,376,218)
|
(959,541)
|
Total liabilities and stockholders' deficit |
$ 393,295
|
$ 458,376
|
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v3.3.1.900
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares
|
Oct. 31, 2015 |
Apr. 30, 2015 |
Preferred Stock, Par Value Per Share |
$ 0.001
|
$ 0.001
|
Preferred Stock, Shares Authorized |
100,000,000
|
100,000,000
|
Preferred Stock, Shares Issued |
0
|
0
|
Preferred Stock, Shares Outstanding |
0
|
0
|
Common Stock, Par Value Per Share |
$ 0.001
|
$ 0.001
|
Common Stock, Shares Authorized |
900,000,000
|
900,000,000
|
Common Stock, Shares, Issued |
228,793,634
|
228,793,634
|
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228,793,634
|
228,793,634
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v3.3.1.900
CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
Revenue |
$ 0
|
$ 0
|
$ 0
|
$ 0
|
Operating expenses: |
|
|
|
|
Mineral exploration and evaluation expenses |
77,614
|
109,565
|
156,645
|
214,606
|
Mineral exploration and evaluation expenses - related parties |
15,000
|
15,000
|
30,000
|
30,000
|
General and administrative |
20,358
|
33,825
|
55,156
|
80,473
|
General and administrative - related parties |
36,000
|
36,000
|
71,000
|
72,000
|
Depreciation and amortization |
17,441
|
18,740
|
34,883
|
39,732
|
Other than temporary loss on marketable securities |
2,893
|
0
|
28,387
|
0
|
Loss on legal settlement |
0
|
19,142
|
0
|
19,142
|
Bad debt expense |
0
|
0
|
1,037
|
0
|
Total operating expenses |
169,306
|
232,272
|
377,108
|
455,953
|
Loss from operations |
(169,306)
|
(232,272)
|
(377,108)
|
(455,953)
|
Other expense: |
|
|
|
|
Interest expense |
(21,167)
|
(16,361)
|
(39,569)
|
(30,753)
|
Total other expense |
(21,167)
|
(16,361)
|
(39,569)
|
(30,753)
|
Net loss |
(190,473)
|
(248,633)
|
(416,677)
|
(486,706)
|
Other comprehensive loss: |
|
|
|
|
Unrealized loss on marketable securities |
0
|
(540,000)
|
0
|
(120,000)
|
Comprehensive loss |
$ (190,473)
|
$ (788,633)
|
$ (416,677)
|
$ (606,706)
|
Net loss per common share - basic and diluted |
$ 0.00
|
$ 0.00
|
$ 0.00
|
$ 0.00
|
Weighted average common shares outstanding - basic and diluted |
228,793,634
|
220,519,614
|
228,793,634
|
216,666,377
|
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v3.3.1.900
CONDENSED STATEMENTS OF CASH FLOWS - USD ($)
|
3 Months Ended |
6 Months Ended |
Oct. 31, 2015 |
Oct. 31, 2014 |
Oct. 31, 2015 |
Oct. 31, 2014 |
CASH FLOWS FROM OPERATING ACTIVITIES |
|
|
|
|
Net loss |
$ (190,473)
|
$ (248,633)
|
$ (416,677)
|
$ (486,706)
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
Depreciation and amortization |
17,441
|
18,740
|
34,883
|
39,732
|
Allowance for bad debt |
0
|
0
|
1,037
|
0
|
Other than temporary loss on marketable securities |
2,893
|
0
|
28,387
|
0
|
Changes in operating assets and liabilities: |
|
|
|
|
Prepaid expenses |
|
|
0
|
7,500
|
Other assets |
|
|
0
|
8,307
|
Accounts payable |
|
|
27,067
|
52,356
|
Accounts payable - related parties |
|
|
41,465
|
31,917
|
Other current liabilities |
|
|
0
|
(2,540)
|
Accrued interest |
|
|
9,429
|
15,213
|
Accrued interest - related parties |
|
|
26,533
|
12,841
|
Deferred rent |
|
|
(7,898)
|
(5,399)
|
Net cash used in operating activities |
|
|
(255,774)
|
(326,779)
|
CASH FLOW FROM FINANCING ACTIVITIES |
|
|
|
|
Proceeds from contribution on Scottsdale facility |
|
|
0
|
165,000
|
Proceeds from borrowings |
|
|
0
|
10,000
|
Proceeds from borrowings - related parties |
|
|
255,000
|
92,000
|
Net cash provided by financing activities |
|
|
255,000
|
267,000
|
NET CHANGE IN CASH |
|
|
(774)
|
(59,779)
|
CASH AT BEGINNING OF PERIOD |
|
|
10,860
|
67,991
|
CASH AT END OF PERIOD |
10,086
|
8,212
|
10,086
|
8,212
|
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
|
|
|
|
Interest paid |
|
|
326
|
608
|
Income taxes paid |
|
|
0
|
0
|
NON-CASH INVESTING AND FINANCING ACTIVITIES |
|
|
|
|
Acquisition of intellectual property for stock |
|
|
0
|
159,610
|
Stock issued in satisfaction of loans payable - related party |
|
|
0
|
48,000
|
Unrealized gain on marketable securities |
$ 0
|
$ 540,000
|
$ 0
|
$ 120,000
|
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v3.3.1.900
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
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6 Months Ended |
Oct. 31, 2015 |
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES [Text Block] |
1. |
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES
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Basis of Presentation
– The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Royal Mines and Minerals Corp’s (the “Company”) fiscal year-end is April 30.
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The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2015 are not necessarily indicative of the results that can be expected for the year ending April 30, 2016.
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Description of Business
– The Company's primary objectives are to 1) commercially and viably extract and refine precious metals from specific coal ash (fly and bottom), ores and other leachable assets, 2) use its proprietary processes to convert specific ore bodies and coal ash landfills into valuable assets, and 3) joint venture, acquire and develop mining projects in North America. The Company has not yet realized significant revenues from its primary objectives.
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History
– The Company was incorporated on December 14, 2005 under the laws of the State of Nevada. On June 13, 2007, the Company incorporated a wholly-owned subsidiary, Royal Mines Acquisition Corp., in the state of Nevada.
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On October 5, 2007, Centrus Ventures Inc. (Centrus) completed the acquisition of Royal Mines Inc. (“Royal Mines”). The acquisition of Royal Mines was completed by way of a “triangular merger” pursuant to the provisions of the Agreement and Plan of Merger dated September 24, 2007 (the “First Merger Agreement”) among Centrus, Royal Mines Acquisition Corp. (“Centrus Sub”), a wholly owned subsidiary of Centrus, Royal Mines and Kevin B. Epp, the former sole executive officer and director of Centrus. On October 5, 2007, under the terms of the First Merger Agreement, Royal Mines was merged with and into Centrus Sub, with Centrus Sub continuing as the surviving corporation (the “First Merger”).
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On October 6, 2007, a second merger was completed pursuant to an Agreement and Plan of Merger dated October 6, 2007 (the “Second Merger Agreement”) between Centrus and its wholly owned subsidiary, Centrus Sub, whereby Centrus Sub was merged with and into Centrus, with Centrus continuing as the surviving corporation (the “Second Merger”). As part of the Second Merger, Centrus changed its name from “Centrus Ventures Inc.” to “Royal Mines And Minerals Corp.”(“the Company”). Other than the name change, no amendments were made to the Articles of Incorporation.
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Under the terms and conditions of the First Merger Agreement, each share of Royal Mines’ common stock issued and outstanding immediately prior to the completion of the First Merger was converted into one share of Centrus’ common stock. As a result, a total of
32,183,326
shares of Centrus common stock were issued to former stockholders of Royal Mines. In addition, Mr. Epp surrendered
23,500,000
shares of Centrus common stock for cancellation in consideration of payment by Centrus of $0.001
per share for an aggregate consideration of $23,500. As a result, upon completion of the First Merger, the former stockholders of Royal Mines owned approximately
69.7% of the issued and outstanding common stock.
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As such, Royal Mines is deemed to be the acquiring enterprise for financial reporting purposes. All acquired assets and liabilities of Centrus were recorded at fair value on the date of the acquisition, as required by the purchase method of accounting, and the tangible net liabilities were debited against equity of the Company. There are no continuing operations of Centrus from the date of acquisition.
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Going Concern
– The accompanying financial statements were prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the Company’s inability to continue as a going concern. The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business it must raise additional equity or debt capital and continue cost cutting measures. There can be no assurance that the Company will be able to achieve sustainable profitable operations or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management. If the Company continues to incur operating losses and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, 1) a reduction in the nature and scope of the Company’s operations and 2) the Company’s inability to fully implement its current business plan. There can be no assurance that the Company will successfully improve its liquidity position. The accompanying financial statements do not reflect any adjustments that might be required resulting from the adverse outcome relating to this uncertainty.
As of October 31, 2015, the Company had cumulative net losses of $18,027,350
from operations since inception and had negative working capital of $1,759,427. For the six months ended October 31, 2015, the Company incurred a net loss of $428,290
and had net cash used in operating activities of $255,774. For the six months ended October 31, 2014 the Company incurred a net loss of $486,706
and had net cash used in operating activities of $326,779. The Company has not fully commenced its mining and minerals processing operations, raising substantial doubt about its ability to continue as a going concern.
To address liquidity constraints, the Company will seek additional sources of capital through the issuance of equity or debt financing. Additionally, the Company has reduced expenses, elected to defer payment of certain obligations, deferred payment of our CEO’s salary and reduced staffing levels to conserve cash. The Company is focused on continuing to reduce costs and obtaining additional funding. There is no assurance that such funding will be available on terms acceptable to the Company, or at all. If the Company raises additional funds by selling additional shares of capital stock, securities convertible into shares of capital stock, or by issuing debt convertible into shares of capital stock, the ownership interest of the Company’s existing common stock holders will be diluted.
Use of Estimates
- The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, and the realizability of deferred tax assets. Actual results could differ from those estimates.
Cash and Cash Equivalents
- The Company considers all investments with an original maturity of three months or less to be a cash equivalent.
Other Current Assets
- Other current assets are comprised of other receivables, which do not bear interest and are recorded at cost. The Company extends credit to its consultants, which receivables can be offset against commissions payable to the respective consultants.
The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing other receivables. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of October 31, 2015 and April 30, 2015, the Company has recorded an allowance for doubtful account of $15,798
and $14,761, respectively.
Fair Value
- ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data of the fair value of the assets or liabilities.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company's financial instruments consist of cash, prepaid expenses, other assets, accounts payable, accrued liabilities, and loans payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of October 31, 2015 and April 30, 2015 as follows:
Fair Value Measurements at October 31, 2015 Using:
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
10/31/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in marketable securities |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
|
Total |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
Fair Value Measurements at April 30, 2015 Using:
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
4/30/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in |
|
|
|
|
|
|
|
|
|
|
|
|
|
marketable securities |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
|
Total |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
Property and Equipment
- Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally
3
to
10
years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operating expenses.
Mineral Exploration and Development Costs
– Exploration expenditures incurred prior to entering the development stage are expensed and included in mineral exploration and evaluation expense.
Impairment of Long-Lived Assets
– The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17,
Measurement of an Impairment Loss
, if events or circumstances indicate that their carrying amount might not be recoverable.
Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. No impairment expense was recognized for the six months ended October 31, 2015 and 2014.
Research and Development
- All research and development expenditures are expensed as incurred.
Per Share Amounts
- The Company follows ASC 260,
Earnings Per Share,
and ASC 480,
Distinguishing Liabilities from Equity,
which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Common stock equivalents, which include stock options and warrants to purchase common stock, on October 31, 2015 and 2014 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were
159,785,129
and
147,685,129, respectively.
Income Taxes
- The Company accounts for its income taxes in accordance with ASC 740,
Income Taxes
, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
For acquired properties that do not constitute a business as defined in ASC 805-10-55-4,
Definition of a Business
, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with ASC 740-10-25-51,
Acquired Temporary Differences in Certain Purchase Transactions that are Not Accounted for as Business Combinations
, and is reflected as an increase to the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.
Stock-Based Compensation
– The Company accounts for share based payments in accordance with ASC 718,
Compensation - Stock Compensation
, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9,
Measurement Objective – Fair Value at Grant Date
, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.
ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.
Recent Accounting Standards
– From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.
In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company is currently assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.
|
X |
- DefinitionThe entire disclosure for organization, consolidation and basis of presentation of financial statements disclosure.
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v3.3.1.900
SCOTTSDALE FACILITY AGREEMENT
|
6 Months Ended |
Oct. 31, 2015 |
SCOTTSDALE FACILITY AGREEMENT [Text Block] |
2. |
SCOTTSDALE FACILITY AGREEMENT
|
|
|
|
On April 16, 2014, the Company entered into an agreement with GJS Capital Corp. (the "Creditor"). Under the terms of the Agreement, the Creditor has agreed to loan the Company $150,000
(the “Principal”), which has already been advanced. The loan bears interest at a rate of
6% per annum, compounded annually and has a maturity date of December 31, 2015 (the “Maturity Date").
|
|
|
|
At any time prior to the Maturity Date, the Creditor may elect to receive units (each a “Unit") in exchange for any portion of the Principal outstanding on the basis of one Unit for each $0.05
of indebtedness converted (the “Unit Conversion Option"). Each Unit consists of one share of our common stock and one warrant to purchase an additional share of our common stock at a price of $0.10
per share for a period of two years from the date of issuance. If the Creditor exercises the Unit Conversion Option, any interest that accrued on the portion of the Principal that was converted shall be forgiven.
|
|
|
|
If the Creditor exercises the Unit Conversion Option, the Creditor will receive a net profits interest (the “Net Profits Interest”) an any future profits received by Company that are derived from our process for the recovery of precious metals from coal ash and other materials (the “Technology”) at a basis of
1% of our net profits for every $10,000
of converted Principal. The Net Profits Interest will terminate when the Creditor receives eight times the amount of converted Principal.
|
|
|
|
In addition, if the Creditor exercises the Unit Conversion Option, the Company will use best efforts to ensure that a director nominated by the Creditor is appointed to the Company’s Board of Directors. If the Creditor does nominate such director, the Company will be allowed to nominate and appoint an additional director to the Company’s Board of Directors.
|
|
|
|
The Creditor has agreed to form a joint venture with the Company for the purpose of constructing and operating a processing plant at the Scottsdale facility, an existing facility, utilizing the Company’s licensed Technology. Under the agreement, the Creditor and the Company shall form a limited liability company (“Newco”) to operate the Joint Venture, and ownership of Newco would be split equally between the Creditor and the Company. In addition, the Creditor would advance $250,000
plus up to
15% for contingencies, a total of $287,500, to Newco to fund the initial construction and operation costs of the Newco. These advances are not expected to be paid back to the Creditor.
|
|
|
|
The Company has been operating in the Scottsdale facility in prior years using the same technology licensed by the Company. As of July 31, 2015 and through the filing date of the Form 10-Q, the Company and the Creditor have not established a limited liability corporation in accordance with the agreement. The equipment used in the Scottsdale facility, lease agreements for the Scottsdale facility, and other supplies purchased and costs incurred by the Scottsdale facility were incurred by the Company and are the legal obligation of the Company. As of October 31, 2015, no bank account has been established for the joint venture and as a result the Company has paid all expenses related to the Scottsdale facility directly via the Company’s bank accounts. Funding under the joint venture has been deposited by the Company into bank accounts owned by the Company. As of October 31, 2015, the Creditor funded a total of $329,000. As of October 31, 2015 and through the date of the filing date of the Form 10-Q, the Company has not agreed to contribute any of the assets related to the Scottsdale facility to the joint venture. Based upon the aforementioned, the Company has accounted for the funds received totaling $329,000
as contributed capital since in substance, the Creditor has secured future revenue of the Scottsdale facility operations with such funds. For the three months ended October 31, 2015 and October 31, 2014, the Company received contributions totaling zero and $55,000, respectively. For the six months ended October 31, 2015 and October 31, 2014, the Company received contributions totaling zero and $165,000, respectively.
|
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v3.3.1.900
INVESTMENT IN MARKETABLE SECURITIES
|
6 Months Ended |
Oct. 31, 2015 |
INVESTMENT IN MARKETABLE SECURITIES [Text Block] |
3. |
INVESTMENT IN MARKETABLE SECURITIES
|
|
|
|
On September 27, 2013, the Company entered into a settlement and security release agreement with Golden Anvil. Under the terms of the Release Agreement, the Company agreed to release Golden Anvil from loan agreements pursuant to which, Golden Anvil owed the Company $983,055
in secured indebtedness. In exchange for the release, Golden Anvil had
2,000,000
common shares of Gainey issued to the Company as part of an asset purchase agreement between Golden Anvil and Gainey.
|
The Asset Purchase was completed on September 30, 2013. The Gainey shares are held in escrow and will be released pursuant to the terms of a surplus escrow agreement as follows. The company cannot enter into any sales transaction of the Gainey shares prior to their release.
% of Shares to be Released
|
Date of Release
|
5%
|
October 2, 2013 |
5%
|
April 2, 2014 |
10%
|
October 2, 2014 |
10%
|
April 2, 2015 |
15%
|
October 2, 2015 |
15%
|
April 2, 2016 |
40%
|
October 2, 2016 |
On March 30, 2015, the Company sold
400,000
Gainey shares to the Creditor (see Note 2) for $49,747
cash, net of currency exchange and other banking fees. The cost of the
400,000
Gainey shares was $200,000. The Company recorded a loss on sale of marketable securities of $150,253.
As of October 31, 2015 and April 30, 2015, investment in marketable securities consisted of $243,613
and $272,000, respectively. The Company held
1,600,000
Gainey Capital Corp. (“Gainey”) common shares, and the market value was $0.152
and $0.17
per share, on October 31, 2015 and April 30, 2015, respectively. As of October 31, 2015,
45% of the shares have been released, of which
20% were sold on March 30, 2015. Gainey shares are traded on the Vancouver exchange under the stock symbol GNC.V and on the OTC Pink marketplace under the stock symbol GNYPF. Marketable securities are held for an indefinite period of time and thus are classified as available-for-sale securities. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available-for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income. Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.
Based on management’s evaluation of the circumstances, management believes that the decline in fair value below the cost of certain of the Company’s marketable securities is other-than-temporary.
The following is a summary of available-for-sale marketable securities as of October 31, 2015:
|
|
|
Cost
|
|
|
Unrealized Gain
|
|
|
Realized (Losses)
|
|
|
Market or Fair Value
|
|
|
Equity securities |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(556,387
|
) |
$ |
243,613
|
|
|
Total |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(556,387
|
) |
$ |
243,613
|
|
The following is a summary of available-for-sale marketable securities as of April 30, 2015:
|
|
|
Cost
|
|
|
Unrealized Gain
|
|
|
Realized (Losses)
|
|
|
Market or Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(528,000
|
) |
$ |
272,000
|
|
|
Total |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(528,000
|
) |
$ |
272,000
|
|
|
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v3.3.1.900
PROPERTY AND EQUIPMENT
|
6 Months Ended |
Oct. 31, 2015 |
PROPERTY AND EQUIPMENT [Text Block] |
4. |
PROPERTY AND EQUIPMENT
|
|
|
|
Property and equipment consists of the following:
|
|
|
As of |
|
|
As of |
|
|
|
October 31, 2015 |
|
|
April 30, 2015 |
|
Process, lab and office equipment |
$ |
406,316
|
|
$ |
406,316
|
|
Less: accumulated depreciation |
|
(274,375
|
) |
|
(239,492
|
) |
|
$ |
131,941
|
|
$ |
166,824
|
|
|
Depreciation expense was $34,883
and $39,732
for the six months ended October 31, 2015 and 2014, respectively.
|
|
X |
- DefinitionThe entire disclosure for long-lived, physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, accounting policies and methodology, roll forwards, depreciation, depletion and amortization expense, including composite depreciation, accumulated depreciation, depletion and amortization expense, useful lives and method used, income statement disclosures, assets held for sale and public utility disclosures.
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v3.3.1.900
INTELLECTUAL PROPERTY
|
6 Months Ended |
Oct. 31, 2015 |
INTELLECTUAL PROPERTY [Text Block] |
5. |
INTELLECTUAL PROPERTY
|
|
|
|
On August 20, 2014, the Company entered an Amended and Restated License Agreement with Alvin C. Johnson, Jr. (“Licensor”), whereby the Licensor has been granted
7,980,493
shares of common stock as consideration for the cancellation by the Licensor of a
3.75% gross royalty on the proceeds from any commercial use of our license on the process for the recovery of precious metals from coal ash and other materials. The intellectual property was valued at $159,610
or $0.02
per share of common stock, the Company’s market price on August 20, 2014 and has been capitalized as intellectual property. Based on the unpredictable timing of estimated future cash flows expected to be generated from the intellectual property, the Company recognized an impairment expense of $159,610
as of April 30, 2015.
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v3.3.1.900
ACCOUNTS PAYABLE - RELATED PARTIES
|
6 Months Ended |
Oct. 31, 2015 |
ACCOUNTS PAYABLE - RELATED PARTIES [Text Block] |
6. |
ACCOUNTS PAYABLE - RELATED PARTIES
|
|
|
|
As of October 31, 2015 and April 30, 2015, accounts payable – related parties of $308,199
and $266,734, respectively, mainly consisted of consulting fees due to one director and officer of the Company.
|
|
X |
- DefinitionThe entire disclosure for accounts payable and accrued liabilities at the end of the reporting period.
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v3.3.1.900
LOANS PAYABLE
|
6 Months Ended |
Oct. 31, 2015 |
LOANS PAYABLE [Text Block] |
7. |
LOANS PAYABLE
|
|
|
|
As of October 31, 2015 and April 30, 2015, loans payable of $248,030, consists of borrowings payable to unrelated third parties. The loans bear
6% to
12% interest, are unsecured and are due on demand.
|
|
|
|
As of October 31, 2015 and April 30, 2015, accrued interest was $80,191
and $70,762, respectively.
|
|
v3.3.1.900
LOANS PAYABLE AND ACCRUED INTEREST RELATED PARTIES
|
6 Months Ended |
Oct. 31, 2015 |
LOANS PAYABLE AND ACCRUED INTEREST RELATED PARTIES [Text Block] |
8. |
LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTIES
|
|
|
|
As of October 31, 2015 and April 30, 2015, loans payable – related parties of $628,000
and $373,000, respectively, mainly consists of borrowings, directly and indirectly, from one director of the Company. The balances bear
10% interest, are unsecured and are due on demand.
|
|
|
|
As of October 31, 2015 and April 30, 2015, accrued interest – related party was $168,468
and $141,935, respectively.
|
|
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v3.3.1.900
NOTES PAYABLE
|
6 Months Ended |
Oct. 31, 2015 |
NOTES PAYABLE [Text Block] |
9. |
NOTES PAYABLE
|
|
|
|
As of October 31, 2015 and April 30, 2015, notes payable consists of an unsecured $50,000
payable to New Verde River Mining and Robert H. Gunnison. The note payable bears
6% interest annually, is unsecured and is due on demand.
|
|
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v3.3.1.900
COMMITMENTS AND CONTINGENCIES
|
6 Months Ended |
Oct. 31, 2015 |
COMMITMENTS AND CONTINGENCIES [Text Block] |
10. |
COMMITMENTS AND CONTINGENCIES
|
|
|
|
Lease obligations
– The Company has operating leases for its corporate office, corporate housing and plant facilities. Future minimum lease payments under the operating leases as of October 31, 2015 are as follows:
|
Fiscal year ending April 30, 2016 |
$ |
36,608
|
|
Fiscal year ending April 30, 2017 |
$ |
44,616
|
|
Fiscal year ending April 30, 2018 |
$ |
21,008
|
|
Fiscal year ending April 30, 2019 |
$ |
-
|
|
Fiscal year ending April 30, 2020 |
$ |
-
|
|
|
Lease expense was $67,933
and $69,421
for the six months ended October 31, 2015 and 2014, respectively.
|
|
|
|
Legal proceedings
– The Company received a verified complaint (the “Complaint”), dated September 12, 2013, that was filed in Arizona Superior Court, Maricopa County, by McKendry Enterprises, Inc. Profit Sharing Plan and Retirement Trust (the “Landlord”), alleging breach of contract and breach of covenant of good faith and fair dealing in relation to the lease agreement dated June 6, 2007, between the Landlord and the Company, as amended (the “Lease Agreement”). The Complaint sought to recover damages of at least $108,581, including, but not limited to: 1) $56,358
rent; 2) $52,223
for maintenance, clean-up costs and construction; and 3) undetermined damages for additional repair, clean up and legal fees.
|
|
|
|
On October 22, 2014, the Company reached a settlement with the Landlord to pay $70,000
as follows: $5,000
on or before November 24, 2014 (amount has been paid); $5,000
payable
90
days thereafter (amount has been paid); six payments of $7,000
due every
90
days thereafter (two payments of $7,000
has been paid); and two $9,000
payments due every
90
days thereafter. Each payment has a
3
day cure/grace period. Any later payment will trigger a default and immediate recordation/enforcement of a judgment. Payment is secured by a judgment for $78,969
plus attorney fees incurred by Landlord to date, plus any further attorney fees incurred in relation to the judgment. The judgment will not be executed unless the Company defaults on its payment obligations noted above. As of October 31, 2015, the Company has a liability in the amount of $46,000
recorded in accounts payable related to this matter.
|
|
|
|
On May 1, 2015, the Company received an amended notice of civil claim (the “Claim”), dated April 1, 2015 (original filed on December 31, 2014), that was filed in the Supreme Court of British Columbia, by
1254859
Ontario Inc. (the “Plaintiff”), alleging breach of specific performance and breach of contract in relation to the Golden Anvil Asset Purchase by Gainey (see Note 3). The Plaintiff seeks to recover damages of including, but not limited to: 1)
1,000,000
shares of Gainey stock; 2) damages in lieu of specific performance; and 3) damages for breach of contract.
|
|
|
|
On June 1, 2015, the Company filed a response to the Claim, denying: 1) entering into any oral agreement; 2) that the Plaintiff presented a potential transaction with Gainey; 3) that there was any fee payable to Plaintiff upon completion of a transaction with Gainey; 4) any existence of an agreement with Plaintiff and as such, the Gainey transaction was not related to any agreement with Plaintiff; and 5) any obligation to pay a fee to Plaintiff, contractually or otherwise. While the Company intends to vigorously defend the lawsuit, there is no assurance that the Company will be able to successfully defend the lawsuit.
|
|
|
|
No other legal proceedings are pending, threatened or contemplated.
|
|
X |
- DefinitionThe entire disclosure for commitments and contingencies.
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v3.3.1.900
STOCKHOLDERS EQUITY
|
6 Months Ended |
Oct. 31, 2015 |
STOCKHOLDERS EQUITY [Text Block] |
11. |
STOCKHOLDERS’ EQUITY
|
|
|
|
Common and Preferred Stock:
|
|
|
|
As of October 31, 2015 and April 30, 2015, there were
228,793,634
shares of common stock outstanding and zero shares of preferred stock outstanding.
|
|
X |
- DefinitionThe entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.
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v3.3.1.900
STOCK OPTIONS AND WARRANTS
|
6 Months Ended |
Oct. 31, 2015 |
STOCK OPTIONS AND WARRANTS [Text Block] |
12. |
STOCK OPTIONS AND WARRANTS
|
|
|
|
Extension of Warrants
|
|
|
|
On July 10, 2015, the Company extended the expiration dates of
23,020,000
warrants previously issued on July 13, 2011, from an expiration date of July 12, 2015 to July 12, 2016. Each warrant entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10
per share.
|
|
|
|
As of October 31, 2015 and April 30, 2015, there were
26,100,000
stock options and
133,685,129
stock warrants outstanding and exercisable.
|
|
X |
- DefinitionThe entire disclosure for freestanding option contracts issued by an entity that are indexed to, and potentially settled in, an entity's own stock. Includes disclosure on the strike price and the number of shares to which the contract is indexed, the settlement date or dates of the contract, and the issuer's accounting for the contract. If the terms of the contract provide settlement alternatives, those settlement alternatives are disclosed, including who controls the settlement alternatives, and the maximum number of shares that could be required to be issued, to net share settle the contract, if applicable. If a contract does not have a fixed or determinable maximum number of shares that could be required to be issued, the fact that a potentially infinite number of shares that may be required to be issued to settle the contract is disclosed. Disclosure also includes the contract's current fair value for each settlement alternative and how changes in the price of the issuer's equity instruments affect those settlement amounts.
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v3.3.1.900
RELATED PARTY TRANSACTIONS
|
6 Months Ended |
Oct. 31, 2015 |
RELATED PARTY TRANSACTIONS [Text Block] |
13. |
RELATED PARTY TRANSACTIONS
|
|
|
|
For the six months ended October 31, 2015, the Company incurred $101,000, in consulting fees expense from companies with a common director or officer.
|
|
|
|
For the six months ended October 31, 2014, the Company incurred $102,000, in consulting fees expense from companies with a common director or officer.
|
|
X |
- DefinitionThe entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.
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v3.3.1.900
SUBSEQUENT EVENTS
|
6 Months Ended |
Oct. 31, 2015 |
SUBSEQUENT EVENTS [Text Block] |
14. |
SUBSEQUENT EVENTS
|
|
|
|
On November 2, 2015, the Company extended the expiration dates of the following warrants:
|
|
(a) |
100,000
warrants previously issued on November 20, 2012, from an expiration date of November 19, 2015 to November 19, 2017;
|
|
(b) |
26,220,000
warrants previously issued on November 18, 2013, from an expiration date of November 18, 2015 to November 18, 2017; and
|
|
(c) |
1,000,000
warrants previously issued on November 19, 2013, from an expiration date of November 19, 2015 to November 19, 2017.
|
Each of the above warrants entitles the holder to purchase an additional share of the Company’s common stock at a price of $0.10
per share
|
X |
- DefinitionThe entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.
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v3.3.1.900
Summary of Significant Accounting Policies (Policies)
|
6 Months Ended |
Oct. 31, 2015 |
Basis of Presentation [Policy Text Block] |
|
Basis of Presentation
– The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. Royal Mines and Minerals Corp’s (the “Company”) fiscal year-end is April 30.
|
|
|
|
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' deficit in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the six months ended July 31, 2015 are not necessarily indicative of the results that can be expected for the year ending April 30, 2016.
|
|
Description of Business [Policy Text Block] |
|
Description of Business
– The Company's primary objectives are to 1) commercially and viably extract and refine precious metals from specific coal ash (fly and bottom), ores and other leachable assets, 2) use its proprietary processes to convert specific ore bodies and coal ash landfills into valuable assets, and 3) joint venture, acquire and develop mining projects in North America. The Company has not yet realized significant revenues from its primary objectives.
|
|
History [Policy Text Block] |
|
History
– The Company was incorporated on December 14, 2005 under the laws of the State of Nevada. On June 13, 2007, the Company incorporated a wholly-owned subsidiary, Royal Mines Acquisition Corp., in the state of Nevada.
|
|
|
|
On October 5, 2007, Centrus Ventures Inc. (Centrus) completed the acquisition of Royal Mines Inc. (“Royal Mines”). The acquisition of Royal Mines was completed by way of a “triangular merger” pursuant to the provisions of the Agreement and Plan of Merger dated September 24, 2007 (the “First Merger Agreement”) among Centrus, Royal Mines Acquisition Corp. (“Centrus Sub”), a wholly owned subsidiary of Centrus, Royal Mines and Kevin B. Epp, the former sole executive officer and director of Centrus. On October 5, 2007, under the terms of the First Merger Agreement, Royal Mines was merged with and into Centrus Sub, with Centrus Sub continuing as the surviving corporation (the “First Merger”).
|
|
|
|
On October 6, 2007, a second merger was completed pursuant to an Agreement and Plan of Merger dated October 6, 2007 (the “Second Merger Agreement”) between Centrus and its wholly owned subsidiary, Centrus Sub, whereby Centrus Sub was merged with and into Centrus, with Centrus continuing as the surviving corporation (the “Second Merger”). As part of the Second Merger, Centrus changed its name from “Centrus Ventures Inc.” to “Royal Mines And Minerals Corp.”(“the Company”). Other than the name change, no amendments were made to the Articles of Incorporation.
|
|
|
|
Under the terms and conditions of the First Merger Agreement, each share of Royal Mines’ common stock issued and outstanding immediately prior to the completion of the First Merger was converted into one share of Centrus’ common stock. As a result, a total of
32,183,326
shares of Centrus common stock were issued to former stockholders of Royal Mines. In addition, Mr. Epp surrendered
23,500,000
shares of Centrus common stock for cancellation in consideration of payment by Centrus of $0.001
per share for an aggregate consideration of $23,500. As a result, upon completion of the First Merger, the former stockholders of Royal Mines owned approximately
69.7% of the issued and outstanding common stock.
|
|
|
|
As such, Royal Mines is deemed to be the acquiring enterprise for financial reporting purposes. All acquired assets and liabilities of Centrus were recorded at fair value on the date of the acquisition, as required by the purchase method of accounting, and the tangible net liabilities were debited against equity of the Company. There are no continuing operations of Centrus from the date of acquisition.
|
|
Going Concern [Policy Text Block] |
Going Concern
– The accompanying financial statements were prepared on a going concern basis in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The going concern basis of presentation assumes that the Company will continue in operation for the next twelve months and will be able to realize its assets and discharge its liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the Company’s inability to continue as a going concern. The Company’s history of losses, working capital deficit, capital deficit, minimal liquidity and other factors raise substantial doubt about the Company’s ability to continue as a going concern. In order for the Company to continue operations beyond the next twelve months and be able to discharge its liabilities and commitments in the normal course of business it must raise additional equity or debt capital and continue cost cutting measures. There can be no assurance that the Company will be able to achieve sustainable profitable operations or obtain additional funds when needed or that such funds, if available, will be obtainable on terms satisfactory to management. If the Company continues to incur operating losses and does not raise sufficient additional capital, material adverse events may occur including, but not limited to, 1) a reduction in the nature and scope of the Company’s operations and 2) the Company’s inability to fully implement its current business plan. There can be no assurance that the Company will successfully improve its liquidity position. The accompanying financial statements do not reflect any adjustments that might be required resulting from the adverse outcome relating to this uncertainty.
As of October 31, 2015, the Company had cumulative net losses of $18,027,350
from operations since inception and had negative working capital of $1,759,427. For the six months ended October 31, 2015, the Company incurred a net loss of $428,290
and had net cash used in operating activities of $255,774. For the six months ended October 31, 2014 the Company incurred a net loss of $486,706
and had net cash used in operating activities of $326,779. The Company has not fully commenced its mining and minerals processing operations, raising substantial doubt about its ability to continue as a going concern.
To address liquidity constraints, the Company will seek additional sources of capital through the issuance of equity or debt financing. Additionally, the Company has reduced expenses, elected to defer payment of certain obligations, deferred payment of our CEO’s salary and reduced staffing levels to conserve cash. The Company is focused on continuing to reduce costs and obtaining additional funding. There is no assurance that such funding will be available on terms acceptable to the Company, or at all. If the Company raises additional funds by selling additional shares of capital stock, securities convertible into shares of capital stock, or by issuing debt convertible into shares of capital stock, the ownership interest of the Company’s existing common stock holders will be diluted.
|
Use of Estimates [Policy Text Block] |
Use of Estimates
- The preparation of financial statements in conformity with U.S. GAAP 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 revenue and expenses during the reporting period. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions include the valuation of stock-based compensation, impairment analysis of long-lived assets, and the realizability of deferred tax assets. Actual results could differ from those estimates.
|
Cash and Cash Equivalents [Policy Text Block] |
Cash and Cash Equivalents
- The Company considers all investments with an original maturity of three months or less to be a cash equivalent.
|
Other Current Assets [Policy Text Block] |
Other Current Assets
- Other current assets are comprised of other receivables, which do not bear interest and are recorded at cost. The Company extends credit to its consultants, which receivables can be offset against commissions payable to the respective consultants.
The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing other receivables. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of October 31, 2015 and April 30, 2015, the Company has recorded an allowance for doubtful account of $15,798
and $14,761, respectively.
|
Fair Value [Policy Text Block] |
Fair Value
- ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:
Level 1
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2
Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data of the fair value of the assets or liabilities.
Level 3
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company's financial instruments consist of cash, prepaid expenses, other assets, accounts payable, accrued liabilities, and loans payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of October 31, 2015 and April 30, 2015 as follows:
Fair Value Measurements at October 31, 2015 Using:
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
10/31/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in marketable securities |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
|
Total |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
Fair Value Measurements at April 30, 2015 Using:
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
4/30/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in |
|
|
|
|
|
|
|
|
|
|
|
|
|
marketable securities |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
|
Total |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
|
Property and Equipment [Policy Text Block] |
Property and Equipment
- Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally
3
to
10
years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in operating expenses.
|
Mineral Exploration and Development Costs [Policy Text Block] |
Mineral Exploration and Development Costs
– Exploration expenditures incurred prior to entering the development stage are expensed and included in mineral exploration and evaluation expense.
|
Impairment of Long-Lived Assets [Policy Text Block] |
Impairment of Long-Lived Assets
– The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under ASC 360-10-35-17,
Measurement of an Impairment Loss
, if events or circumstances indicate that their carrying amount might not be recoverable.
Various factors could impact our ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. No impairment expense was recognized for the six months ended October 31, 2015 and 2014.
|
Research and Development [Policy Text Block] |
Research and Development
- All research and development expenditures are expensed as incurred.
|
Per Share Amounts [Policy Text Block] |
Per Share Amounts
- The Company follows ASC 260,
Earnings Per Share,
and ASC 480,
Distinguishing Liabilities from Equity,
which establish standards for the computation, presentation and disclosure requirements for basic and diluted earnings per share for entities with publicly held common shares and potential common stock issuances. Basic earnings (loss) per share are computed by dividing net income (loss) by the weighted average number of common shares outstanding. In computing diluted earnings per share, the weighted average number of shares outstanding is adjusted to reflect the effect of potentially dilutive securities, such as stock options and warrants. Common stock equivalent shares are excluded from the computation if their effect is antidilutive. Common stock equivalents, which include stock options and warrants to purchase common stock, on October 31, 2015 and 2014 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were
159,785,129
and
147,685,129, respectively.
|
Income Taxes [Policy Text Block] |
Income Taxes
- The Company accounts for its income taxes in accordance with ASC 740,
Income Taxes
, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.
For acquired properties that do not constitute a business as defined in ASC 805-10-55-4,
Definition of a Business
, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with ASC 740-10-25-51,
Acquired Temporary Differences in Certain Purchase Transactions that are Not Accounted for as Business Combinations
, and is reflected as an increase to the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.
|
Stock-Based Compensation [Policy Text Block] |
Stock-Based Compensation
– The Company accounts for share based payments in accordance with ASC 718,
Compensation - Stock Compensation
, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9,
Measurement Objective – Fair Value at Grant Date
, the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.
ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non-employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.
|
Recent Accounting Standards [Policy Text Block] |
Recent Accounting Standards
– From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (FASB) that are adopted by the Company as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards did not or will not have a material impact on the Company’s financial position, results of operations, or cash flows upon adoption.
In April 2015, the FASB issued Accounting Standard Update (“ASU”) 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This update simplifies the presentation of debt issuance costs by requiring debt issuance costs to be presented as a deduction from the corresponding debt liability. The update is effective in fiscal years, including interim periods, beginning after December 15, 2015, and early adoption is permitted. The Company is currently assessing the impact, if any, of implementing this guidance on its financial position, results of operations and liquidity.
In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements – Going Concern. The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.
In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period, which is effective for financial statements issued for interim and annual periods beginning on or after December 15, 2015. The guidance requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition and should not be reflected in the estimate of the grant-date fair value of the award. Adoption of the new guidance is not expected to have an impact on the financial position, results of operations or cash flows.
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v3.3.1.900
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (Tables)
|
6 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Apr. 30, 2015 |
Schedule of Fair Value of Separate Accounts by Major Category of Investment [Table Text Block] |
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
10/31/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in marketable securities |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
|
Total |
$ |
243,613
|
|
$ |
-
|
|
$ |
243,613
|
|
$ |
-
|
|
|
|
Assets:
|
|
Total Carrying
|
|
|
Quoted Marked
|
|
|
Significant Other
|
|
|
Significant
|
|
|
|
|
Value as of
|
|
|
Prices in Active
|
|
|
Observable Inputs
|
|
|
Unobservable
|
|
|
|
|
4/30/2015
|
|
|
Markets (Level 1)
|
|
|
(Level 2)
|
|
|
Inputs (Level 3)
|
|
|
Investments in |
|
|
|
|
|
|
|
|
|
|
|
|
|
marketable securities |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
|
Total |
$ |
272,000
|
|
$ |
-
|
|
$ |
272,000
|
|
$ |
-
|
|
|
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v3.3.1.900
INVESTMENT IN MARKETABLE SECURITIES (Tables)
|
6 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Apr. 30, 2015 |
Gainey Shares to be Released [Table Text Block] |
% of Shares to be Released
|
Date of Release
|
5%
|
October 2, 2013 |
5%
|
April 2, 2014 |
10%
|
October 2, 2014 |
10%
|
April 2, 2015 |
15%
|
October 2, 2015 |
15%
|
April 2, 2016 |
40%
|
October 2, 2016 |
|
|
Available-for-sale Securities [Table Text Block] |
|
|
|
Cost
|
|
|
Unrealized Gain
|
|
|
Realized (Losses)
|
|
|
Market or Fair Value
|
|
|
Equity securities |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(556,387
|
) |
$ |
243,613
|
|
|
Total |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(556,387
|
) |
$ |
243,613
|
|
|
|
|
|
Cost
|
|
|
Unrealized Gain
|
|
|
Realized (Losses)
|
|
|
Market or Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity securities |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(528,000
|
) |
$ |
272,000
|
|
|
Total |
$ |
800,000
|
|
$ |
-
-
|
|
$ |
(528,000
|
) |
$ |
272,000
|
|
|
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v3.3.1.900
PROPERTY AND EQUIPMENT (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Schedule of Property, Plant and Equipment [Table Text Block] |
|
|
As of |
|
|
As of |
|
|
|
October 31, 2015 |
|
|
April 30, 2015 |
|
Process, lab and office equipment |
$ |
406,316
|
|
$ |
406,316
|
|
Less: accumulated depreciation |
|
(274,375
|
) |
|
(239,492
|
) |
|
$ |
131,941
|
|
$ |
166,824
|
|
|
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COMMITMENTS AND CONTINGENCIES (Tables)
|
6 Months Ended |
Oct. 31, 2015 |
Schedule of Lease Obligation [Table Text Block] |
Fiscal year ending April 30, 2016 |
$ |
36,608
|
|
Fiscal year ending April 30, 2017 |
$ |
44,616
|
|
Fiscal year ending April 30, 2018 |
$ |
21,008
|
|
Fiscal year ending April 30, 2019 |
$ |
-
|
|
Fiscal year ending April 30, 2020 |
$ |
-
|
|
|
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v3.3.1.900
DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES (Narrative) (Details)
|
6 Months Ended |
Oct. 31, 2015
USD ($)
yr
$ / shares
shares
|
Description Of Business, History And Summary Of Significant Policies 1 | shares |
32,183,326
|
Description Of Business, History And Summary Of Significant Policies 2 | shares |
23,500,000
|
Description Of Business, History And Summary Of Significant Policies 3 | $ / shares |
$ 0.001
|
Description Of Business, History And Summary Of Significant Policies 4 |
$ 23,500
|
Description Of Business, History And Summary Of Significant Policies 5 |
69.70%
|
Description Of Business, History And Summary Of Significant Policies 6 |
$ 18,027,350
|
Description Of Business, History And Summary Of Significant Policies 7 |
1,759,427
|
Description Of Business, History And Summary Of Significant Policies 8 |
428,290
|
Description Of Business, History And Summary Of Significant Policies 9 |
255,774
|
Description Of Business, History And Summary Of Significant Policies 10 |
486,706
|
Description Of Business, History And Summary Of Significant Policies 11 |
326,779
|
Description Of Business, History And Summary Of Significant Policies 12 |
15,798
|
Description Of Business, History And Summary Of Significant Policies 13 |
$ 14,761
|
Description Of Business, History And Summary Of Significant Policies 14 |
3
|
Description Of Business, History And Summary Of Significant Policies 15 | yr |
10
|
Description Of Business, History And Summary Of Significant Policies 16 |
159,785,129
|
Description Of Business, History And Summary Of Significant Policies 17 |
147,685,129
|
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v3.3.1.900
INVESTMENT IN MARKETABLE SECURITIES (Narrative) (Details)
|
6 Months Ended |
Oct. 31, 2015
USD ($)
$ / shares
shares
|
Investment In Marketable Securities 1 |
$ 983,055
|
Investment In Marketable Securities 2 | shares |
2,000,000
|
Investment In Marketable Securities 3 | shares |
400,000
|
Investment In Marketable Securities 4 |
$ 49,747
|
Investment In Marketable Securities 5 | shares |
400,000
|
Investment In Marketable Securities 6 |
$ 200,000
|
Investment In Marketable Securities 7 |
150,253
|
Investment In Marketable Securities 8 |
243,613
|
Investment In Marketable Securities 9 |
$ 272,000
|
Investment In Marketable Securities 10 |
1,600,000
|
Investment In Marketable Securities 11 |
$ 0.152
|
Investment In Marketable Securities 12 | $ / shares |
$ 0.17
|
Investment In Marketable Securities 13 |
45.00%
|
Investment In Marketable Securities 14 |
20.00%
|
X |
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COMMITMENTS AND CONTINGENCIES (Narrative) (Details)
|
6 Months Ended |
Oct. 31, 2015
USD ($)
d
shares
|
Commitments And Contingencies 1 |
$ 67,933
|
Commitments And Contingencies 2 |
69,421
|
Commitments And Contingencies 3 |
108,581
|
Commitments And Contingencies 4 |
56,358
|
Commitments And Contingencies 5 |
52,223
|
Commitments And Contingencies 6 |
70,000
|
Commitments And Contingencies 7 |
5,000
|
Commitments And Contingencies 8 |
$ 5,000
|
Commitments And Contingencies 9 | d |
90
|
Commitments And Contingencies 10 |
$ 7,000
|
Commitments And Contingencies 11 | d |
90
|
Commitments And Contingencies 12 |
$ 7,000
|
Commitments And Contingencies 13 |
$ 9,000
|
Commitments And Contingencies 14 | d |
90
|
Commitments And Contingencies 15 | d |
3
|
Commitments And Contingencies 16 |
$ 78,969
|
Commitments And Contingencies 17 |
$ 46,000
|
Commitments And Contingencies 18 |
1,254,859
|
Commitments And Contingencies 19 | shares |
1,000,000
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STOCKHOLDERS EQUITY (Narrative) (Details)
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6 Months Ended |
Oct. 31, 2015
shares
|
Stockholders Equity 1 |
228,793,634
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Schedule of Fair Value of Separate Accounts by Major Category of Investment (Details) - USD ($)
|
6 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Apr. 30, 2015 |
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 1 |
$ 243,613
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 2 |
0
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 3 |
243,613
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 4 |
0
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 5 |
243,613
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 6 |
0
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 7 |
243,613
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 8 |
$ 0
|
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 1 |
|
$ 272,000
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 2 |
|
0
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 3 |
|
272,000
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 4 |
|
0
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 5 |
|
272,000
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 6 |
|
0
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 7 |
|
272,000
|
Description Of Business, History And Summary Of Significant Policies Schedule Of Fair Value Of Separate Accounts By Major Category Of Investment 8 |
|
$ 0
|
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v3.3.1.900
Available-for-sale Securities (Details) - USD ($)
|
6 Months Ended |
12 Months Ended |
Oct. 31, 2015 |
Apr. 30, 2015 |
Investment In Marketable Securities Available-for-sale Securities 1 |
$ 800,000
|
|
Investment In Marketable Securities Available-for-sale Securities 2 |
0
|
|
Investment In Marketable Securities Available-for-sale Securities 3 |
(556,387)
|
|
Investment In Marketable Securities Available-for-sale Securities 4 |
243,613
|
|
Investment In Marketable Securities Available-for-sale Securities 5 |
800,000
|
|
Investment In Marketable Securities Available-for-sale Securities 6 |
0
|
|
Investment In Marketable Securities Available-for-sale Securities 7 |
(556,387)
|
|
Investment In Marketable Securities Available-for-sale Securities 8 |
$ 243,613
|
|
Investment In Marketable Securities Available-for-sale Securities 1 |
|
$ 800,000
|
Investment In Marketable Securities Available-for-sale Securities 2 |
|
0
|
Investment In Marketable Securities Available-for-sale Securities 3 |
|
(528,000)
|
Investment In Marketable Securities Available-for-sale Securities 4 |
|
272,000
|
Investment In Marketable Securities Available-for-sale Securities 5 |
|
800,000
|
Investment In Marketable Securities Available-for-sale Securities 6 |
|
0
|
Investment In Marketable Securities Available-for-sale Securities 7 |
|
(528,000)
|
Investment In Marketable Securities Available-for-sale Securities 8 |
|
$ 272,000
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v3.3.1.900
Schedule of Property, Plant and Equipment (Details)
|
6 Months Ended |
Oct. 31, 2015
USD ($)
|
Property And Equipment Schedule Of Property, Plant And Equipment 1 |
$ 406,316
|
Property And Equipment Schedule Of Property, Plant And Equipment 2 |
406,316
|
Property And Equipment Schedule Of Property, Plant And Equipment 3 |
(274,375)
|
Property And Equipment Schedule Of Property, Plant And Equipment 4 |
(239,492)
|
Property And Equipment Schedule Of Property, Plant And Equipment 5 |
131,941
|
Property And Equipment Schedule Of Property, Plant And Equipment 6 |
$ 166,824
|
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