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

FORM D

OMB APPROVAL
OMB Number: 3235-0076
Estimated Average burden hours per response: 4.0
Notice of Exempt Offering of Securities


1. Issuer's Identity
CIK (Filer ID Number) Previous Name(s)   o None Entity Type
0001517179
Rocky Mountain Resources Corp.
 
x Corporation
o Limited Partnership
o Limited Liability Company
o General Partnership
o Business Trust
o Other
Name of Issuer
  American Vanadium Corp.
Jurisdiction of Incorporation/Organization
CANADA (FEDERAL LEVEL)
 
Year of Incorporation/Organization
  x Over Five Years Ago
  o Within Last Five Years (Specify Year)  
  o Yet to Be Formed  



2. Principal Place of Business and Contact Information
Name of Issuer  
  American Vanadium Corp.  
Street Address 1 Street Address 2
  SUITE 1703 - 595 BURRARD STREET  
City State/Province/Country ZIP/Postal Code Phone No. of Issuer
  VANCOUVER   BRITISH COLUMBIA, CANADA   V7X 1J1   604-689-1428  



3. Related Persons
Last Name First Name Middle Name
Radvak William J.
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Doyle Michael
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Espell Ron
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Downes John
Street Address 1 Street Address 2
Suite 1703 - 595 Burrard Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V7X 1J1
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 
 
Last Name First Name Middle Name
Lee Sandra
Street Address 1 Street Address 2
Suite 1703 - 595 Burrard Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V7X 1J1
Relationship: x Executive Officer o Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Bayley Brian E.
Street Address 1 Street Address 2
Suite 1703 - 595 Burrard Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V7X 1J1
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Branham Alan D.
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
Hawes George T.
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
 
Last Name First Name Middle Name
Hyslop E. Kelly
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: o Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
Last Name First Name Middle Name
MacDonald Ron
Street Address 1 Street Address 2
Suite 910, 800 W. Pender Street
City State/Province/Country ZIP/Postal Code
Vancouver BRITISH COLUMBIA, CANADA V6C 2V6
Relationship: x Executive Officer x Director o Promoter
Clarification of Response (if Necessary)
 
 


4. Industry Group
o Agriculture   Health Care o Retailing
  Banking & Financial Services   o Biotechnology o Restaurants
  o Commercial Banking   o Health Insurance   Technology
  o Insurance   o Hospitals & Physicians   o Computers
  o Investing   o Pharmaceuticals   o Telecommunications
  o Investment Banking   o Other Health Care   o Other Technology
  o Pooled Investment Fund

        Travel
  o Other Banking & Financial Services o Manufacturing   o Airlines & Airports
  Real Estate   o Lodging & Conventions
  o Commercial   o Tourism & Travel Services
  o Construction   o Other Travel
  o REITS & Finance x Other
  o Residential  
  o Other Real Estate  
o Business Services  
  Energy  
  o Coal Mining  
  o Electric Utilities  
  o Energy Conservation  
  o Environmental Services  
  o Oil & Gas  
  o Other Energy  


5. Issuer Size
Revenue Range Aggregate Net Asset Value Range
x No Revenues o No Aggregate Net Asset Value
o $1 - $1,000,000 o $1 - $5,000,000
o $1,000,001 - $5,000,000 o $5,000,001 - $25,000,000
o $5,000,001 - $25,000,000 o $25,000,001 - $50,000,000
o $25,000,001 - $100,000,000 o $50,000,001 - $100,000,000
o Over $100,000,000 o Over $100,000,000
o Decline to Disclose o Decline to Disclose
o Not Applicable o Not Applicable


6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)
o Rule 504(b)(1) (not (i), (ii) or (iii)) o Rule 505
o Rule 504 (b)(1)(i) x Rule 506
o Rule 504 (b)(1)(ii) o Securities Act Section 4(5)
o Rule 504 (b)(1)(iii) o Investment Company Act Section 3(c)

7. Type of Filing
x New Notice Date of First Sale   2012-12-19 o First Sale Yet to Occur
o Amendment

8. Duration of Offering
Does the Issuer intend this offering to last more than one year? o Yes x No

9. Type(s) of Securities Offered (select all that apply)
o Pooled Investment Fund Interests x Equity
o Tenant-in-Common Securities o Debt
o Mineral Property Securities x Option, Warrant or Other Right to Acquire Another Security
x Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security x Other (describe)
  Unit = 1 common share & 1/2 common share purchase warrant.


10. Business Combination Transaction
Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? o Yes x No
 
Clarification of Response (if Necessary)  
   

11. Minimum Investment
Minimum investment accepted from any outside investor $   0   USD

12. Sales Compensation
Recipient Recipient CRD Number o None
  Scarsdale Equities LLC   134602
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  William F. Matlack   3079354
Street Address 1 Street Address 2
  10 Rockefeller Plaza, Suite 720    
City State/Province/Country ZIP/Postal Code
  New York   NEW YORK   10020
State(s) of Solicitation o All States o Foreign/Non-US
  NEW YORK
 
Recipient Recipient CRD Number o None
  William F. Matlack   3079354
(Associated) Broker or Dealer o None (Associated) Broker or Dealer CRD Number o None
  Scarsdale Equities LLC   134602
Street Address 1 Street Address 2
  2131 Stone Hill Circle    
City State/Province/Country ZIP/Postal Code
  Reno   NEVADA   89519
State(s) of Solicitation o All States o Foreign/Non-US
  NEW YORK
 
 



13. Offering and Sales Amounts
Total Offering Amount $   101856   USD o Indefinite
Total Amount Sold $   56347   USD  
Total Remaining to be Sold $   45509   USD o Indefinite
 
Clarification of Response (if Necessary)
  Aggregate offering includes amount that may be received by Issuer upon exercise of warrants. Each whole warrant may be exercised for one common share at a price of CDN$1.00 per share for a period of 12 months from the closing date.


14. Investors
o Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of such non-accredited investors who already have invested in the offering
 
  Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 3


15. Sales Commissions & Finders' Fees Expenses
Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.
Sales Commissions $   1408   USD o Estimate
Finders' Fees $   0   USD o Estimate
 
Clarification of Response (if Necessary)
  In addition to cash commission, the agents were issued up to a total of 2,153 warrants. Each warrant may be exercised for 1 common share at CDN$1.00 per share until December 21, 2013.


16. Use of Proceeds
Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.
  $   0   USD o Estimate
 
Clarification of Response (if Necessary)
   

Signature and Submission
Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.
Terms of Submission  
  In submitting this notice, each Issuer named above is:  
 
  • Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees.
  • Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.
  • Certifying that the Issuer is not disqualified from relying on any Regulation D exemption it has identified in Item 6 above for one of the reasons stated in Rule 505(b)(2)(iii).
 
 
  Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.
  For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer Signature Name of Signer Title Date
American Vanadium Corp. /s/ Brian E. Bayley Brian E. Bayley Director 2012-12-28

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