UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 2007
ROCKY MOUNTAIN MINERALS, INC.
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(Exact Name of Registrant as Specified in Charter)
Wyoming 0-9060 83-0221102
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
2480 North Tolemac Way, Prescott, Arizona 86305
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (928) 778 1450
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2.below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into Material Definitive Agreement
On April 30, 2007, Rocky Mountain Minerals, Inc. (the "Company"), entered into a
non-negotiable convertible promissory note (the "Note") with Great Missenden
Holdings Pty. Ltd. (the "Lender"). Affiliates of the Lender are the beneficial
owners of approximately 26% of the outstanding shares of the Company's common
stock. The Lender is owned by Ernest Geoffrey Albers, a former director of the
Company who retired on July 31, 2006.
Pursuant to the Note, the Lender will advance up to an aggregate total of
$300,000, to be advanced as follows: $75,000 upon signing of the Note, and
$75,000 on each of May 1, 2007, June 30, 2007 and August 31, 2007. The Company
may, in its sole discretion, waive the advancement of any or all of the
foregoing installments. The Note bears interest at a rate of 9% per annum, and
is payable in full on June 30, 2008.
The principal amount then outstanding under the Note is convertible by the
Lender at any time into shares of common stock of the Company at a conversion
price of $0.025 per share. In addition, the Note is automatically convertible
immediately prior to a merger of the Company with a wholly-owned Delaware
subsidiary of the Company, into such number of shares of the Company's common
stock which would result in the Lender owning 10% of the outstanding shares of
the Delaware subsidiary after the merger.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant
On April 30, 2007, the Company entered into a non-negotiable convertible
promissory Note with the Lender. The terms of the Note are set forth in Item
1.01 above, and are incorporated herein by reference thereto.
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 hereunto duly authorized.
ROCKY MOUNTAIN MINERALS, Inc.
Date: April 30, 2007 By: /s/ M.A. Muzzin
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M.A. Muzzin
President