RYSMF Royal Standard Minerals Inc (CE)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of July, 2015

Commission File Number: 001-28980

Royal Standard Minerals Inc.
(Translation of registrant's name into English)

36 Toronto Street
Suite 1000
Toronto, Ontario
M5C 2C5
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

[ x ] Form 20-F   [           ] Form 40-F

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [           ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [           ]

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SUBMITTED HEREWITH

Exhibits

	99.1	Condensed Interim Financial Statements for the Quarter Ended April 30, 2015
	99.2	Management's Discussion and Analysis for the Quarter Ended April 30, 2015
	99.3	CEO Certification
	99.4	CFO Certification

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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 STANDARD MINERALS INC.
	(Registrant)
Date: July 23, 2015	By:	/s/ Daniel Crandall
		Daniel Crandall
	Title:	Chief Financial Officer

 

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Royal Standard Minerals Inc.

(Expressed in United States Dollars)

Condensed Interim Financial Statements

Three Months Ended April 30, 2015

(Unaudited)

Notice to Reader

The accompanying unaudited condensed interim financial statements of Royal Standard Minerals Inc. (the "Company") have been prepared by and are the responsibility of management. The unaudited condensed interim financial statements have not been reviewed by the Company's auditors.

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Royal Standard Minerals Inc.

Condensed Interim Statements of Financial Position

(Expressed in United States Dollars)

(Unaudited)

		As at			As at
		April 30,			January 31,
		2015			2015
ASSETS
Current
Cash and cash equivalents	$	3,168		$	4,035
Sundry receivables and prepaid (Note 3)		4,801			1,994
Total assets	$	7,969		$	6,029
LIABILITIES AND SHAREHOLDERS' DEFICIENCY
Liabilities
Current
Accounts payable and accrued liabilities (Note 4)	$	54,627		$	53,794
Notes payable (Notes 5 and 9)		27,788			15,282
Total liabilities		82,415			69,076
Shareholders' Deficiency
Share capital (Note 6(b))		28,273,230			28,273,230
Reserves		10,900,438			10,900,438
Accumulated deficit		(39,258,881	)		(39,250,301	)
Accumulated other comprehensive income		10,767			13,586
Total shareholders' deficiency		(74,446	)		(63,047	)
Total liabilities and shareholders' deficiency	$	7,969		$	6,029

The Company and Operations and Going Concern (Note 1)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Royal Standard Minerals Inc.

Condensed Interim Statements of Operations

(Expressed in United States Dollars)

(Unaudited)

Three Months Ended April 30,		2015			2014
Expenses
General and administrative (Note 10)	$	8,580		$	28,939
Net loss for the period	$	(8,580	)	$	(28,939	)
Basic loss per share (Note 8)	$	(0.00	)	$	(0.00	)
Diluted loss per share (Note 8)	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Royal Standard Minerals Inc.

Condensed Interim Statements of Comprehensive Loss

(Expressed in United States Dollars)

(Unaudited)

Three Months Ended April 30,		2015			2014
Net loss for the period	$	(8,580	)	$	(28,939	)
Other comprehensive income (loss) Item that will not be reclassified subsequently to loss Foreign currency translation		(2,819	)		407
Comprehensive loss for the period	$	(11,399	)	$	(28,532	)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Royal Standard Minerals Inc.

Condensed Interim Statements of Changes in Shareholders' Deficiency

(Expressed in United States Dollars)

(Unaudited)

											Accumulated
											Other
		Share						Accumulated			Comprehensive
		Capital			Reserves			Deficit			Income			Total
Balance, January 31, 2014	$	28,273,230		$	10,900,438		$	(39,193,127	)	$	5,902		$	(13,557	)
Foreign currency translation		-			-			-			407			407
Net loss for the period		-			-			(28,939	)		-			(28,939	)
Balance, April 30, 2014	$	28,273,230		$	10,900,438		$	(39,222,066	)	$	6,309		$	(42,089	)
Balance, January 31, 2015	$	28,273,230		$	10,900,438		$	(39,250,301	)	$	13,586		$	(63,047	)
Foreign currency translation		-			-			-			(2,819	)		(2,819	)
Net loss for the period		-			-			(8,580	)		-			(8,580	)
Balance, April 30, 2015	$	28,273,230		$	10,900,438		$	(39,258,881	)	$	10,767		$	(74,446	)

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Royal Standard Minerals Inc.

Condensed Interim Statements of Cash Flows

(Expressed in United States Dollars)

(Unaudited)

Three Months Ended April 30,		2015			2014
Operating activities
Net loss for the period	$	(8,580	)	$	(28,939	)
Operating items not involving cash:                 Foreign exchange		(2,819	)		407
Changes in non-cash working capital:         Sundry receivables and prepaid		(2,807	)		4,692
Accounts payable and accrued liabilities		833			17,247
Cash used in operating activities		(13,373	)		(6,593	)
Financing activities         Notes payable		12,506			-
Cash provided by financing activities		12,506			-
Change in cash and cash equivalents		(867	)		(6,593	)
Cash and cash equivalents, beginning of period		4,035			16,807
Cash and cash equivalents, end of period	$	3,168		$	10,214

The accompanying notes are an integral part of these unaudited condensed interim financial statements.

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

1.	The Company and Operations and Going Concern

Royal Standard Minerals Inc. (the "Company") is a publicly held company focused on identifying suitable assets or businesses to acquire or merge with, with a view to maximizing value for shareholders. The Company was previously engaged in the acquisition, exploration and development of gold and precious metal properties in the United States of America but has disposed of these interests. The Company is continued under the Canada Business Corporations Act and its common shares are quoted in the United States of America on the Over-the-Counter ("OTC") Bulletin Board. Inception has been deemed to be June 26, 1996, the date on which the Company acquired all of the outstanding common shares of Southeastern Resources Inc. ("SRI"), which acquisition was accounted for as a reverse takeover of the Company by SRI. The Company's head office is located at 36 Toronto Street, Suite 1000, Toronto, Ontario, M5C 2C5, Canada.

These unaudited condensed interim financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that cast significant doubt upon the entity's ability to continue as a going concern. The Company had a loss of $8,580 during the three months ended April 30, 2015 (three months ended April 30, 2014 - loss of $28,939) and has an accumulated deficit of $39,258,881 (January 31, 2015 - $39,250,301). In addition, the Company has a working capital deficiency of $74,446 at April 30, 2015 (January 31, 2015 - $63,047).

There is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern. These unaudited condensed interim financial statements do not reflect the adjustments, to the carrying values or classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.

2.	Significant Accounting Policies

Statement of compliance

The Company applies International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (“IASB”) and interpretations issued by the IFRS Interpretations Committee (“IFRIC”). These unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS as issued by the IASB and interpretations issued by the IFRIC.

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

2.	Significant Accounting Policies (continued)

Statement of compliance (continued)

The policies applied in these unaudited condensed interim financial statements are based on IFRS issued and outstanding as of June 29, 2015. The same accounting policies and methods of computation are followed in these unaudited condensed interim financial statements as compared with the most recent annual financial statements as at and for the year ended January 31, 2015, except as noted below. Any subsequent changes to IFRS that are given effect in the Company’s annual audited financial statements for the year ending January 31, 2016 could result in restatement of these unaudited condensed interim financial statements.

Adoption of new accounting standards

The amendments to IAS 24, issued in December 2013, clarify that a management entity, or any member of a group of which it is a part, that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The amendments also require an entity to disclose amounts incurred for key management personnel services provided by a separate management entity. This replaces the more detailed disclosure by category required for other key management personnel compensation. The amendments will only affect disclosure and are effective for annual periods beginning on or after July 1, 2014. At February 1, 2015, the Company adopted this pronouncement and there was no material effect on its unaudited condensed interim financial statements.

New standards not yet adopted and interpretations issued but not yet effective

IFRS 9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 - Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. Earlier adoption is permitted. The Company is in the process of assessing the impact of this pronouncement.

3.	Sundry Receivables and Prepaid

			As at			As at
			April 30,			January 31,
			2015			2015
	Sales tax receivables	$	2,447		$	1,994
	Prepaid expenses		2,354			-
		$	4,801		$	1,994

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

4.	Accounts Payable and Accrued Liabilities

			As at			As at
			April 30,			January 31,
			2015			2015
	Trade payables	$	24,222		$	27,609
	Accrued liabilities		30,405			26,185
		$	54,627		$	53,794

5.	Notes Payable

(i) On September 30, 2014, December 12, 2014, January 31, 2015 and March 31, 2015, the Company entered into promissory note arrangements for the purposes of covering accounting fees, whereby the Company borrowed CDN $13,452, CDN $3,912, CDN $1,870, and CDN$2,002 respectively, from C. Marrelli Services Limited (together the "Notes"). C. Marrelli Services Limited controls 278,960,559 common shares of the Company and is 100% owned by Carmelo Marrelli. The Notes are unsecured, bear interest at a rate of 2% per annum and are due on demand.

(ii) On February 12, 2015, the Company obtained separate promissory notes of CDN$4,000 from each of George Duguay, C. Marrelli Services Inc. and Lonnie Kirsh, for total promissory notes of CDN$12,000. These notes are unsecured, bear interest at an annual rate at 2% and are due on demand.

6.	Share Capital

(a) Authorized

The authorized capital of the Company consists of an unlimited number of common shares and an unlimited number of preferred shares, each without par value.

(b) Issued

			Shares			Amount
	Balance, January 31, 2014, April 30, 2014, January 31, 2015 and April 30, 2015		920,835,502		$	28,273,230

7.	Stock Options

Under the Company's stock option plan (the "Option Plan"), the directors of the Company can grant options to acquire common shares of the Company to directors, employees and others who provide ongoing services to the Company. Exercise prices cannot be less than the closing price of the Company's shares on the trading day preceding the grant date and the maximum term of any option cannot exceed ten years.

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

7.	Stock Options (continued)

The number of common shares under option at any time under the Option Plan or otherwise cannot exceed 5% of the then outstanding common shares of the Company for any optionee. In addition, options granted to insiders of the Company cannot exceed more than 10% of the then outstanding common shares of the Company. Options granted may be subject to vesting restrictions in the discretion of the board.

Option pricing models require the input of highly subjective assumptions including the expected price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore the existing models do not necessarily provide a reliable measure of the fair value of the Company's share purchase options.

The following table reflects the continuity of stock options for the three months ended April 30, 2015 and 2014:

			Number of			Weighted Average
			Stock Options			Exercise Price
	Balance, January 31, 2014		2,350,000		$	0.25
	Forfeited		(2,200,000	)	$	0.26
	Balance, April 30, 2014		150,000		$	0.10
	Balance, January 31, 2015 and April 30, 2015		-		$	-

8.	Basic and Diluted Loss Per Share

The following table sets forth the computation of basic and diluted loss per share:

			Three Months Ended
			April 30,
			2015			2014
	Numerator: Loss for the period	$	(8,580	)	$	(28,939	)
	Denominator:
	Weighted average number of common shares       outstanding for basic loss per share		920,835,502			920,835,502
	Weighted average number of common shares       outstanding for diluted loss		920,835,502			920,835,502
	Basic loss per share	$	(0.00	)	$	(0.00	)
	Diluted loss per share	$	(0.00	)	$	(0.00	)

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

9.	Related Party Transactions and Balances

Daniel Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. ("Marrelli Support"), a firm providing accounting services. Marrelli Support's President, Carmelo Marrelli, beneficially controls 278,960,559 common shares of the Company through his holding company, C. Marrelli Services Limited. Fees for services provided by Marrelli Support totaled $5,227, for the three months ended April 30, 2015 (three months ended April 30, 2014 - $4,072). As at April 30, 2015, Marrelli Support was owed $6,115 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 - $1,967).

During the three months ended April 30, 2015, the Company incurred fees totaling $nil, (three months ended April 30, 2014 - $nil) for filing services received from DSA Filing Services ("DSA"). Carmelo Marrelli is an officer and shareholder of DSA. As at April 30, 2015, DSA was owed $390 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 - $370).

At April 30, 2015, notes payable of $27,788 (January 31, 2015 - $15,282) is made up of $21,156 (January 31, 2015 - $15,282) owed to C. Marrelli Services Limited, $3,316 (January 31, 2015 - $nil) owed to Lonnie Kirsh, the Chief Executive Officer ("CEO") of the Company and $3,316 (January 31, 2015 - $nil) owed to George Duguay, a director and shareholder of the Company. The notes payable are unsecured, bear interest at 2% per annum and are due on demand (note 5). The interest expense pertaining to the notes payable for the three months ended April 30, 2015 is $77 (three months ended April 30, 2014 - $nil).

During the three months ended April 30, 2015, the Company incurred fees totaling $476 (three months ended April 30, 2014 - $15,791) for legal services received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and CEO of the Company. An amount of $18,874 is included in accounts payable and accrued liabilities at April 30, 2015 (January 31, 2015 - $17,446).

During the three months ended April 30, 2015, the Company incurred fees totaling $1,202 (three months ended April 30, 2014 - $nil) for consulting services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the President. An amount of $4,973 is included in accounts payable and accrued liabilities at April 30, 2015 (January 31, 2015 - $3,540).

To the knowledge of the directors and senior officers of the Company, as at April 30, 2015, no person or corporation beneficially owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company other than as set out below:

			Percentage of
		Number of	outstanding
	Major Shareholder	common shares	common shares
	Lonnie Kirsh, Chief Executive Officer and Director	278,960,559	30.29 %
	George Duguay, Director	278,960,559	30.29 %
	C. Marrelli Services Limited	278,960,559	30.29 %

None of the Company's major shareholders have different voting rights than other holders of the Company's common shares.

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Royal Standard Minerals Inc.

Notes to Condensed Interim Financial Statements

(Expressed in United States Dollars)

April 30, 2015

(Unaudited)

10.	General and Administrative

	Three Months Ended April 30,		2015			2014
	Corporate development	$	726		$	679
	Office and general		164			722
	Professional fees (Note 9)		6,488			27,500
	Travel		-			38
	Consulting fees (Note 9)		1,202			-
		$	8,580		$	28,939

11.	Segmented Information

The Company's operations comprise a single reporting segment which is currently inactive. As the operations comprise a single reporting segment, amounts disclosed in the unaudited condensed interim financial statements also represent segment amounts.

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ROYAL STANDARD MINERALS INC.

MANAGEMENT’S DISCUSSION
AND ANALYSIS

THREE MONTHS ENDED APRIL 30, 2015

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

This Management Discussion and Analysis (“MD&A”) is dated June 29, 2015 and unless otherwise noted, should be read in conjunction with the Company’s audited consolidated financial statements for the years ended January 31, 2015 and 2014 and the notes thereto and the unaudited condensed interim financial statements for the three months ended April 30, 2015, together with the notes thereto. Results are reported in United States dollars, unless otherwise noted. The Company’s unaudited condensed interim financial statements have been prepared in accordance with International Financial Reporting Standards (“IFRS”). The unaudited condensed interim financial statements have been prepared in accordance with International Accounting Standard 34, Interim Financial Reporting. Accordingly, they do not include all of the information required for full annual financial statements required by IFRS. This MD&A was written to comply with the requirements of National Instrument 51-102-Continuous Disclosure Obligations. In the opinion of management, all adjustments (which consist only of normal recurring adjustments) considered necessary for a fair presentation have been included. The results presented for the three months ended April 30, 2015 are not necessarily indicative of the results that may be expected for any future period.

For the purposes of preparing this MD&A, management, in conjunction with the Board of Directors, considers the materiality of information. Information is considered material if (1) such information is a change or a fact that has or would reasonably be expected to have, a significant effect on the market price or value of the Company’s common shares; or (2) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision; or (3) if it would significantly alter the total mix of information available to investors. Management, in conjunction with the Board of Directors, evaluates materiality with reference to all relevant circumstances, including potential market sensitivity.

Additional information relating to the Company can be found on SEDAR at www.sedar.com.

The Company’s common shares are quoted in the United States of America on the Over the Counter Bulletin Board “OTC:BB”, under the symbol RYSMF. The Company’s is currently considered delinquent in its SEC filings until such time as it files a Form 20-F Annual Report for the fiscal years ended January 31, 2014 and 2015.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This MD&A contains certain forward-looking information and forward-looking statements, as defined in applicable securities laws (collectively referred to herein as “forward-looking statements”). These statements relate to future events or the Company’s future performance. All statements other than statements of historical fact are forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of words such as “plans”, “expects”, “is expected”, “budget”, “scheduled”, “estimates”, “continues”, “forecasts”, “projects”, “predicts”, “intends”, “anticipates” or “believes”, or variations of, or the negatives of, such words and phrases, or state that certain actions, events or results “may”, “could”, “would”, “should”, “might” or “will” be taken, occur or be achieved. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially from those anticipated in such forward-looking statements. The forward-looking statements in this MD&A speak only as of the date of this MD&A or as of the date specified in such statement. The following table outlines certain significant forward-looking statements contained in this MD&A and provides the material assumptions used to develop such forward-looking statements and material risk factors that could cause actual results to differ materially from the forward-looking statements.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

Inherent in forward-looking statements are risks, uncertainties and other factors beyond the Company’s ability to predict or control. Please also make reference to those risk factors referenced in the “Risk Factors” section below. Readers are cautioned that the above chart does not contain an exhaustive list of the factors or assumptions that may affect the forward-looking statements, and that the assumptions underlying such statements may prove to be incorrect. Actual results and developments are likely to differ, and may differ materially, from those expressed or implied by the forward-looking statements contained in this MD&A.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause the Company’s actual results, performance or achievements to be materially different from any of its future results, performance or achievements expressed or implied by forward-looking statements. All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements, unless required by law.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

DESCRIPTION OF BUSINESS AND GOING CONCERN

The Company’s business activities are currently restricted to funding ongoing operations as a reporting issuer and to repaying existing creditors and is currently seeking new business opportunities. Success in identifying a suitable new asset or business for the Company is uncertain. Unless the Company can identify a suitable asset or business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Without a suitable asset or business opportunity and/or additional financing, the Company will be required to consider the basis on which it will continue as an entity. The Company has no operating revenues and therefore it must utilize current cash and cash equivalents to satisfy outstanding liabilities.

The Company’s financial statements have been prepared on the basis of accounting principles applicable to a going concern, which assume that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due. In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but is not limited to, twelve months from the end of the reporting period. Management is aware, in making its assessment, of material uncertainties related to events or conditions that cast significant doubt upon the entity's ability to continue as a going concern. The Company had a loss of $8,580 during the three months ended April 30, 2015 (three months ended April 30, 2014 - $28,939) and has an accumulated deficit of $39,258,881 (January 31, 2015 - accumulated deficit of $39,250,301). In addition, the Company has a working capital deficiency of $74,446 at April 30, 2015 (January 31, 2015 - working capital deficiency of $63,047).

The Company’s ability to continue to meet its obligations is uncertain and, as a result, there is significant doubt regarding the going concern assumption and, accordingly, the ultimate appropriateness of the use of accounting principles applicable to a going concern. The Company has no remaining mineral property interests and its business activities are currently restricted to funding ongoing operations as a reporting issuer and to repaying existing creditors and is currently focused on identifying suitable assets or businesses to acquire or merge with. Success in identifying a suitable new asset or business for the Company is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities. Unless the Company can identify a suitable asset or business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to repay its outstanding liabilities. If the Company is unable to extinguish all of its outstanding liabilities, the going concern assumption will not be valid. The financial statements do not reflect the adjustments to the carrying values or classifications of assets and liabilities or to the reported expenses that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations for the foreseeable future. These adjustments could be material.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

OVERALL PERFORMANCE

The Company’s net loss for the three months ended April 30, 2015 was $8,580 ($0.00 loss per share) and for the three months ended April 30, 2014 was a loss of $28,939 ($0.00 loss per share), a decrease in net loss of $20,359. The decrease in net loss relates mainly to a reduction in professional fees of $21,012 from the three months ended April 30, 2014 which related to the completion of the reorganization of the Company.

FINANCIAL PERFORMANCE

Three months ended April 30, 2015, compared with three months ended April 30, 2014

The Company’s net loss for the three months ended April 30, 2015 was $8,580 ($0.00 loss per share) compared to a net loss $28,939 ($0.00 loss per share) for the three months ended April 30, 2014, on no revenue. The decrease in loss of $20,359 was principally the result of:

	•	Office and general expenses decreased $558 for the three months ended April 30, 2015, compared to the same period in 2014. The decrease was the result of cost saving strategies.
	•	Consulting, wages and salaries increased by $1,202 for the three months ended April 30, 2015, compared to the same period in 2014. The increase was the result of consulting fees incurred in the current period for corporate secretarial services.
	•	Professional fees decreased to $6,488 for the three months ended April 30, 2015, compared to $27,500 for the same period in 2014. The decrease from 2014 was the result of external professional services required in connection with the reorganization and financing of the Company in 2014 which were not required in 2015.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

SUMMARY OF QUARTERLY RESULTS

The following is a summary of selected financial information of the Company for the quarterly periods indicated.

Three Months Ended	Net Revenues ($)	Net Income (Loss) ($)
April 30, 2015	nil	(8,580)	(0.00)
January 31, 2015	nil	(13,985)	(0.00)
October 31, 2014	nil	(2,550)	(0.00)
July 31, 2014	nil	(11,700)	(0.00)
April 30, 2014	nil	(28,939)	(0.00)
January 31, 2014	nil	270,714	0.00
October 31, 2013	nil	40,418	0.00
July 31, 2013	nil	(49,485)	(0.00)

LIQUIDITY AND CAPITAL RESOURCES

The Company currently has no positive operating cash flow and has, to date, financed its activities and its ongoing expenditures primarily through equity transactions such as equity offerings, the exercise of warrants and other financing arrangements. The Company believes that additional financing will be required to fund its operating expenses as it searches for suitable assets and businesses to merge with or acquire.

As at April 30, 2015, the Company had cash and cash equivalents of $3,168. Cash used in operating activities was $13,373 for the three months ended April 30, 2015. During the three months ended April 30, 2015, the Company experienced a net decrease of $1,974 in non-cash working capital items, which was due to an increase in sundry receivables and prepaid of $2,807 and increase in accounts payable and accrued liabilities of $833. Cash provided by financing activities was $12,506 for the three months ended April 30, 2015 due to notes payable advanced from related parties.

The Company's approach to managing liquidity risk has been to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2015, the Company had cash and cash equivalents of $3,168 compared to $4,035 as at January 31, 2015, to settle current liabilities of $82,415 compared to $69,076 as at January 31, 2015. The Company currently does not have sufficient cash and cash equivalents to settle current liabilities although creditors who are related to the Company have agreed to defer payment. All of the Company's financial liabilities have contractual maturities of less than 60 days and are subject to normal trade terms. The Company regularly evaluates its cash position in an effort to maintain its liquidity.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

There is no assurance that future equity or debt capital will be available to the Company in the amounts or at the times desired, or on terms that are acceptable to the Company, if at all. See “Risk Factors” below.

As at April 30, 2015 and the date of this MD&A, the Company had 920,835,502 common shares issued and outstanding and no stock options outstanding. The Company’s liquidity risk with financial instruments is minimal as any excess cash, when present, is deposited with a Schedule I Canadian bank.

RELATED PARTY TRANSACTIONS

Daniel Crandall, the Chief Financial Officer, is a senior employee of Marrelli Support Services Inc. ("Marrelli Support"), a firm providing accounting services. Marrelli Support's President, Carmelo Marrelli, beneficially controls 278,960,559 common shares of the Company through his holding company, C. Marrelli Services Limited. Fees for services provided by Marrelli Support totaled $5,227, for the three months ended April 30, 2015 (three months ended April 30, 2014 - $4,072). As at April 30, 2015, Marrelli Support was owed $6,115 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 - $1,967).

During the three months ended April 30, 2015, the Company incurred fees totaling $nil, (three months ended April 30, 2014 - $nil) for filing services received from DSA Filing Services ("DSA"). Carmelo Marrelli is an officer and shareholder of DSA. As at April 30, 2015, DSA was owed $390 and this amount was included in accounts payable and accrued liabilities (January 31, 2015 - $370).

At April 30, 2015, notes payable of $27,788 (January 31, 2015 - $15,282) is made up of $21,156 (January 31, 2015 - $15,282) owed to C. Marrelli Services Limited, $3,316 (January 31, 2015 - $nil) owed to Lonnie Kirsh, the Chief Executive Officer ("CEO") of the Company and $3,316 (January 31, 2015 - $nil) owed to George Duguay, a director and shareholder of the Company. The notes payable are unsecured, bear interest at 2% per annum and are due on demand. The interest expense pertaining to the notes payable for the three months ended April 30, 2015 is $77 (three months ended April 30, 2014 - $nil).

During the three months ended April 30, 2015, the Company incurred fees totaling $476, (three months ended April 31, 2014 - $15,791) for legal services received from Kirsh Securities Law Professional Corporation, a law firm owned by the President and Chief Executive Officer of the Company. An amount of $18,874 is included in accounts payable and accrued liabilities at April 30, 2015 (January 31, 2015 - $17,446).

During the three months ended April 30, 2015, the Company incurred fees totaling $1,202 (three months ended April 30, 2014 - $nil) for consulting services received from G. Duguay Services Inc., a firm where George Duguay, a director and shareholder of the Company, is the President. An amount of $4,973 is included in accounts payable and accrued liabilities at April 30, 2015 (January 31, 2015 - $3,540).

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

To the knowledge of the directors and senior officers of the Company, as at April 30, 2015, no person or corporation beneficially owns or exercises control over common shares of the Company carrying more than 10% of the voting rights attached to all common shares of the Company other than as set out below:

Major Shareholder	Number of common shares	Percentage of outstanding common shares
Lonnie Kirsh, Chief Executive Officer and Director	278,960,559	30.29 %
George Duguay, Director	278,960,559	30.29 %
C. Marrelli Services Limited	278,960,559	30.29 %

None of the Company's major shareholders have different voting rights than other holders of the Company's common shares.

SHARE CAPITAL

The Company is authorized to issue an unlimited number of common shares and preferred shares. As of the date of this MD&A, the Company had 920,835,502 common shares outstanding.

OFF BALANCE SHEET ARRANGEMENTS

As of the date hereof, management believes the Company does not have any off balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on the results of operations or financial condition of the Company, including, and without limitation, such considerations as liquidity and capital resources.

NEW ACCOUNTING PRONOUNCEMENTS

IFRS 9 – Financial instruments (“IFRS 9”) was issued by the IASB in October 2010 and will replace IAS 39 - Financial Instruments: Recognition and Measurement (“IAS 39”). IFRS 9 uses a single approach to determine whether a financial asset is measured at amortized cost or fair value, replacing the multiple rules in IAS 39. The approach in IFRS 9 is based on how an entity manages its financial instruments in the context of its business model and the contractual cash flow characteristics of the financial assets. Most of the requirements in IAS 39 for classification and measurement of financial liabilities were carried forward unchanged to IFRS 9. The new standard also requires a single impairment method to be used, replacing the multiple impairment methods in IAS 39. IFRS 9 is effective for annual periods beginning on or after January 1, 2018. Earlier adoption is permitted. The Company is in the process of assessing the impact of this pronouncement.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

CHANGE IN ACCOUNTING POLICIES

The amendments to IAS 24, issued in December 2013, clarify that a management entity, or any member of a group of which it is a part, that provides key management services to a reporting entity, or its parent, is a related party of the reporting entity. The amendments also require an entity to disclose amounts incurred for key management personnel services provided by a separate management entity. This replaces the more detailed disclosure by category required for other key management personnel compensation. The amendments will only affect disclosure and are effective for annual periods beginning on or after July 1, 2014. At February 1, 2015, the Company adopted this pronouncement and there was no material effect on its unaudited condensed interim financial statements.

MANAGEMENT OF CAPITAL

The Company manages its capital with the following objectives:

	•	to ensure sufficient financial flexibility to achieve the ongoing business objectives; and
	•	to maximize shareholder return through enhancing the share value.

The Company monitors its capital structure and makes adjustments according to market conditions in an effort to meet its objectives given the current outlook of the business and industry in general. The Company may manage its capital structure by issuing new shares, repurchasing outstanding shares, adjusting capital spending, or disposing of assets. The capital structure is reviewed by Management and the Board of Directors on an ongoing basis.

The Company's equity comprises of share capital, reserves, accumulated other comprehensive income and accumulated deficit, which at April 30, 2015 was a deficiency of $74,446 (January 31, 2015 - deficiency of $63,047). Note that included in the statements of financial position presented is a deficit of $39,258,881 as April 30, 2015 (January 31, 2015 - $39,250,301).

The Company manages capital through its financial and operational forecasting processes. The Company reviews its working capital and forecasts its future cash flows based on operating expenditures, and other investing and financing activities. Selected information is provided to the Board of Directors of the Company. The Company’s capital management objectives, policies and processes have remained unchanged during the three months ended April 30, 2015. The Company is not subject to external capital requirements.

FINANCIAL RISK FACTORS

The Company's financial instruments, consisting of cash and cash equivalents, sundry receivables and accounts payable and accrued liabilities, approximate fair values due to the relatively short-term maturities of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors also provides regular guidance for overall risk management.

Credit risk

Credit risk is the risk of loss associated with a counterparty’s inability to fulfill its payment obligations. The Company's credit risk is primarily attributable to cash and cash equivalents. The Company has no significant concentration of credit risk arising from operations. Cash and cash equivalents are held with reputable financial institutions, from which management believes the risk of loss to be minimal.

Liquidity risk

The Company's approach to managing liquidity risk is to ensure that it will have sufficient liquidity to meet liabilities when due. As at April 30, 2015, the Company had a cash balance of $3,168 (January 31, 2015 - $4,035) to settle current liabilities of $82,415 (January 31, 2015 - $69,076). All of the Company's financial liabilities have contractual maturities of less than 60 days and are subject to normal trade terms.

It is expected the Company will be funded by shareholder loans or private placements from related parties until the Company finds an asset or business to incorporate into the Company.

Market risk

Market risk is the risk of loss that may arise from changes in market factors such as interest rates and foreign exchange rates.

Interest rate risk

The Company has cash balances and no interest-bearing debt. The Company's current policy is to invest excess cash in guaranteed investment certificates, bankers acceptance and money market deposits, with reputable financial institutions. The interest rate risk is remote.

Foreign currency risk

The Company's functional currency is Canadian dollars and major purchases are transacted in Canadian dollars. The Company's reporting currency is the United States dollar.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

RISK FACTORS

At the present time, the Company does not hold any interest in an active operating business or asset. The Company's viability and potential success lie in its ability to develop, exploit and generate revenue from a future asset or business acquisition. Revenues, profitability and cash flow from any future asset or business acquisition involving the Company are difficult to predict and will be influenced by factors unknown to management at the present time. The Company has limited financial resources and there is no assurance that it will be able to obtain adequate financing in the future or that the terms of any such financing will be favourable. Failure to obtain such additional financing could result in delay or indefinite postponement of future business activities of the Company with the possible dilution or loss of such business activities.

The Company’s ability to continue as a going concern is uncertain and is dependent upon its ability to identify assets or business opportunities to acquire or merge with. Success in identifying a new assets or business is uncertain. Furthermore, the Company has limited working capital to pursue such opportunities. Unless the Company can identify a suitable assets or business opportunity and/or obtain additional financing in the near term, there is significant doubt on the ability of the Company to continue as a going concern. Any material delays, or failure of, identifying a suitable business opportunity and/or obtaining additional financing in the near term is likely to have a material adverse impact on the business, operations and prospects of the Company and the ability of the Company to raise adequate financing and re-commence business operations, which in turn is likely to have a material adverse impact on the Company's business, assets and financial condition.

Additionally, certain of the directors and officers of the Company may also serve as directors and officers of other companies and consequently, the possibility of conflict exists. Any decisions made by such directors involving the Company will be made in accordance with the duties and obligations of directors to deal fairly and in good faith with the Company and such other companies. In addition, such directors declare, and refrain from voting on, any matters in which such directors may have a conflict of interest.

Consequently, such directors and officers will be dividing their time between their duties to the Company and their duties to their other reporting issuers.

RISK MANAGEMENT

Risk management is carried out by the Company's management team with guidance from the Audit Committee under policies approved by the Board of Directors. The Board of Directors provides regular guidance for overall risk management.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

DISCLOSURE OF INTERNAL CONTROLS

Management has established processes to provide it with sufficient knowledge to support representations that it has exercised reasonable diligence to ensure that (i) the condensed interim financial statements do not contain any untrue statement of material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it is made, as of the date of and for the periods presented by the financial statements, and (ii) the condensed interim financial statements fairly present in all material respects the financial condition, results of operations and cash flow of the Company, as of the date of and for the periods presented.

In contrast to the certificate required for non-venture issuers under National Instrument 52-109, Certification of Disclosure in Issuers’ Annual and Interim Filings (“NI 52-109”), the Venture Issuer Basic Certificate filed by the Company does not include representations relating to the establishment and maintenance of disclosure controls and procedures (“DC&P”) and internal control over financial reporting (“ICFR”), as defined in NI 52-109. In particular, the certifying officers filing such certificate are not making any representations relating to the establishment and maintenance of:

	(i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
	(ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s generally accepted accounting principles (IFRS).

The Company’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in such certificate.

Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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Royal Standard Minerals Inc.

Management’s Discussion and Analysis

Three Months Ended April 30, 2015

Discussion Dated June 29, 2015

ADDITIONAL DISCLOSURE FOR VENTURE ISSUERS WITHOUT SIGNIFICANT REVENUE

The following tables set forth a breakdown of the components of general and administrative for the Company, for the three months ended April 30, 2015 and 2014.

General and Administrative:

	Three Months Ended April 30,
	2015 ($)	2014 ($)
Corporate development	726	679
Office and general	164	722
Professional fees	6,488	27,500
Travel	-	38
Consulting fees	1,202	-
Total	8,580	28,939

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FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE

I, Lonnie Kirsh, the President and Chief Executive Officer of Royal Standard Minerals Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) of Royal Standard Minerals Inc. (the “issuer”) for the interim period ended April 30, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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FORM 52-109FV2
CERTIFICATION OF INTERIM FILINGS
VENTURE ISSUER BASIC CERTIFICATE

I, Daniel Crandall, the Chief Financial Officer of Royal Standard Minerals Inc., certify the following:

1.	Review: I have reviewed the interim financial report and interim MD&A (together, the “interim filings”) ofRoyal Standard Minerals Inc. (the “issuer”) for the interim period ended April 30, 2015.
2.	No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the interim filings.
3.	Fair presentation: Based on my knowledge, having exercised reasonable diligence, the interim financial report together with the other financial information included in the interim filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the periods presented in the interim filings.

NOTE TO READER

In contrast to the certificate required for non-venture issuers under National Instrument 52-109 Certification of Disclosure in Issuers’ Annual and Interim Filings (NI 52-109), this Venture Issuer Basic Certificate does not include representations relating to the establishment and maintenance of disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as defined in NI 52-109. In particular, the certifying officers filing this certificate are not making any representations relating to the establishment and maintenance of

i)	controls and other procedures designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
ii)	a process to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

The issuer’s certifying officers are responsible for ensuring that processes are in place to provide them with sufficient knowledge to support the representations they are making in this certificate. Investors should be aware that inherent limitations on the ability of certifying officers of a venture issuer to design and implement on a cost effective basis DC&P and ICFR as defined in NI 52-109 may result in additional risks to the quality, reliability, transparency and timeliness of interim and annual filings and other reports provided under securities legislation.

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