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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, 2012
 
[ ] 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 7, 2012, the Registrant had 185,593,141 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, 2012 are not necessarily indicative of the results that can be expected for the year ending April 30, 2013.

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.
(An Exploration Stage Company)
BALANCE SHEETS
(Unaudited)

    October 31, 2012     April 30, 2012  
             
 ASSETS   
             
Current assets            
   Cash and cash equivalents $  13,846   $  70,678  
   Prepaid expenses   7,500     11,716  
   Other current assets   17,479     2,815  
       Total current assets   38,825     85,209  
             
Non-current assets            
   Loan receivable   983,055     983,055  
   Property and equipment, net   289,891     341,796  
   Intellectual property, net   150,000     150,000  
   Mineral properties   25,000     63,710  
   Other assets   29,668     27,737  
       Total non-current assets   1,477,614     1,566,298  
             
       Total assets $  1,516,439   $  1,651,507  
             
             
LIABILITIES AND STOCKHOLDERS' EQUITY   
             
Current liabilities            
   Accounts payable $  92,819   $  70,006  
   Accounts payable - related parties   417,516     387,516  
   Accrued liabilities   -     5,000  
   Accrued interest   18,169     13,858  
   Accrued interest - related parties   30,760     6,778  
   Notes payable   50,000     50,000  
   Loans payable   248,030     100,000  
   Loans payable - related parties   574,808     263,190  
       Total current liabilities   1,432,102     896,348  
             
   Deferred rent   32,703     -  
             
       Total liabilities   1,464,805     896,348  
             
Commitments and contingencies            
             
Stockholders' equity            
   Preferred stock, $0.001 par value; 100,000,000 shares 
      authorized, zero shares issued and outstanding
  -     -  
   Common stock, $0.001 par value; 300,000,000 shares 
      authorized, 185,493,141 and 185,493,141 shares issued 
      and outstanding, respectively
  185,493     185,493  
   Additional paid-in capital   13,600,488     13,600,488  
   Accumulated deficit during exploration stage   (13,734,347 )   (13,030,822 )
       Total stockholders' equity   51,634     755,159  
             
Total liabilities and stockholders' equity $  1,516,439   $  1,651,507  

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

F-1


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)

                            For the Period  
                            From Inception  
                            (December 14, 2005)
    For the Three Months Ended October 31,     For the Six Months Ended October 31,     Through  
    2012         2011         2012         2011         October 31, 2012  
                               
Revenue $  -   $  9,062   $  -   $  40,326   $  138,537  
                               
Operating expenses                              
 Mineral exploration and evaluation expenses   147,467     280,309     386,522     544,349     4,524,090  
 Mineral exploration and evaluation expenses - related parties   2,655     30,000     7,655     60,000     827,155  
 General and administrative   23,149     55,873     87,535     121,093     3,138,260  
 General and administrative - related parties   51,000     51,000     102,000     102,000     4,599,643  
 Depreciation and amortization   26,045     15,615     51,905     31,230     619,420  
 Impairment of mineral claims   38,710     -     38,710     -     38,710  
                               
      Total operating expenses   289,026     432,797     674,327     858,672     13,747,278  
                               
Loss from operations   (289,026 )   (423,735 )   (674,327 )   (818,346 )   (13,608,741 )
                               
Other income (expense):                              
 Interest and other income   -     160     -     160     103,826  
 Interest expense   (17,013 )   (767 )   (29,198 )   (11,546 )   (229,432 )
                               
      Total other income (expense)   (17,013 )   (607 )   (29,198 )   (11,386 )   (125,606 )
                               
Net loss $  (306,039 ) $  (424,342 ) $  (703,525 ) $  (829,732 ) $  (13,734,347 )
                               
Loss per common share - basic:                              
 Net loss $  (0.00 ) $  (0.00 ) $  (0.00 ) $  (0.01 )      
                               
Weighted average common shares outstanding -                              
 Basic   185,493,141     171,966,874     185,493,141     162,445,569        

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

F-2


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)

                For the Period  
                From Inception  
                (December 14, 2005)
    For the Six Months Ended October 31,     Through  
    2012         2011         October 31, 2012  
                   
CASH FLOWS FROM OPERATING ACTIVITIES                  
 Net loss $  (703,525 ) $  (829,732 ) $  (13,734,347 )
 Adjustments to reconcile net loss
     to net cash used in operating activities:
           
         Depreciation and amortization   51,905     31,230     619,420  
         Impairment of mineral properties   38,710     -     38,710  
         Stock-based expenses   -     19,128     1,299,369  
         Stock-based expenses - related parties   -     -     3,539,178  
 Changes in operating assets and liabilities:                  
         Prepaid expenses   4,216     5,753     5,061  
         Other assets   (16,595 )   (14,333 )   (47,147 )
         Accounts payable   22,813     (5,781 )   598,183  
         Accounts payable - related parties   30,000     25,709     351,890  
         Accrued liabilities   (5,000 )   (12,000 )   (9,127 )
         Accrued interest   4,311     1,533     18,169  
         Accrued interest - related parties   23,982     9,861     200,004  
         Deferred rent   32,703     -     32,703  
                   
 Net cash used in operating activities   (516,480 )   (768,632 )   (7,087,934 )
                   
CASH FLOW FROM INVESTING ACTIVITIES                  
 Loan receivable   -     (83,055 )   (983,055 )
 Cash paid on mineral property claims   -     (6,800 )   (39,210 )
 Cash acquired on reverse merger   -     -     2,306  
 Purchase of fixed assets   -     (24,243 )   (621,795 )
                   
 Net cash used in investing activities   -     (114,098 )   (1,641,754 )
                   
CASH FLOW FROM FINANCING ACTIVITIES                  
 Proceeds from stock issuance   -     500,000     4,105,721  
 Share subscriptions payable   -     137,140     -  
 Proceeds on borrowings   148,030     -     248,030  
 Proceeds on borrowings - related parties   311,618     312,821     4,389,783  
                   
 Net cash provided by financing activities   459,648     949,961     8,743,534  
                   
NET CHANGE IN CASH   (56,832 )   67,231     13,846  
                   
CASH AT BEGINNING OF PERIOD   70,678     17,805     -  
                   
CASH AT END OF PERIOD $  13,846   $  85,036   $  13,846  
                   
                   
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                  
                   
Interest paid $  495   $  978   $  6,906  
Income taxes paid $  -   $  -   $  -  
                   
NON-CASH INVESTING AND FINANCING ACTIVITIES                  
                   
                   
 Acquisition of intellectual property for stock $  -   $  -   $  200,000  
 Acquisition of mineral property for stock $  -   $  -   $  24,500  
 Stock issued in reverse acquisition of Centrus Ventures Inc. $  -   $  -   $  (63,195 )
 Stock issued in satisfaction of accounts payable $  -   $  -   $  (220,617 )
 Stock issued in satisfaction of accounts payable - related parties $  -   $  -   $  (365,228 )
 Stock issued in satisfaction of accrued interest - related parties $  -   $  (134,000 ) $  (134,000 )
 Stock issued in satisfaction of accrued liabilities $  -   $  (50,000 ) $  (50,000 )
 Stock issued in satisfaction of notes payable $  -   $  -   $  (40,000 )
 Stock issued in satisfaction of loans made to the Company $  -   $  (517,000 ) $  (3,858,000 )

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

F-3


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(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 Corp’s (the “Company”) fiscal year-end is April 30.

   

Description of Business – The Company is considered an exploration stage company. The Company's primary objectives are to 1) commercially extract and refine precious metals from its own and other’s leachable assets, 2) use its lixiviation processes to convert specific ore bodies 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.

   

Going Concern - As of October 31, 2012, the Company has incurred cumulative net losses of approximately $13,734,347 from operations and has negative working capital of $1,393,277. The Company is still in the exploration stage and has not fully commenced its mining and minerals processing operations, raising substantial doubt about its ability to continue as a going concern.

F-4


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

The ability of the Company to continue as a going concern is dependent on the Company raising additional sources of capital and the successful execution of the Company’s objectives. The Company will seek additional sources of capital through the issuance of debt or equity financing, but there can be no assurance the Company will be successful in accomplishing its objectives. The financial statements do not include any adjustments relating to the recoverability and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. 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.

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 the statement of operations.

The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful life of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Mineral Property Rights – Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, to expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property and equipment costs, to determine if these costs are in excess of their recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Evaluation of the carrying value of capitalized costs and any related property and equipment costs would be based upon expected future cash flows and/or estimated salvage value in accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Exploration Costs – Mineral exploration costs are expensed as incurred.

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. Except as noted below, as of October 31, 2012 exploration progress is on target with the Company’s exploration and evaluation plan and no events or circumstances have happened to indicate the related carrying values of the properties may not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.

F-5


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

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.

   

Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations. During the six months ended October 31, 2012, we did not pay the renewal fee on the BLM Claims and allowed those claims to lapse. Upon lapse the Company recognized an impairment expense of $38,710.

   

Revenue Recognition – The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Revenue from licensing our technology is recognized over the term of the license agreement. Costs and expenses are recognized during the period in which they are incurred.

   

Research and Development - All research and development expenditures are expensed as incurred.

   

Earnings (Loss) Per Share - 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 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, 2012 and April 30, 2012 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were 109,095,129.

   

Deferred rent - The Company leases equipment under an agreement which provides for periodic increases over the lease term. Accordingly, timing differences between the amount paid for rent and the amount expensed are recorded as deferred rent in the accompanying balance sheets. As of October 31, 2012, a liability of $32,703 has been recorded for deferred rent as it relates to escalation of rent payments.

   

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.

   
2.

LOAN RECEIVABLE

   

As of October 31, 2012 and April 30, 2012, the Company has advanced $970,000 to Golden Anvil to permit Golden Anvil to complete its refurbishment and relocation of its mineral processing plant in Nayarit, Mexico, and has paid $13,055 in expenses on behalf of Golden Anvil, which is included in the total Loan amount of $983,055. On November 19, 2010, the Company entered into a Memorandum of Understanding with Golden Anvil, covering the total advanced by the Company to Golden Anvil. The loan bears no interest, matures within 180 days of receiving the first 20 tons of concentrates, which the Company has yet to receive, and is secured by Golden Anvil’s equipment and mineral claims.

F-6


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

Under the terms of the Memorandum of Understanding, we formed a Nevada corporation called Golden Anvil Inc. (the “Joint Venture Company”) and planned to contribute funding to the Joint Venture Company totaling $3,000,000 (the “Funding Amount”), including the amount of the first $600,000 Loan included in the above totals. Upon our providing the Funding Amount, Golden Anvil would transfer 100% of the Golden Anvil Mine and the Processing Plant (the “Golden Anvil Assets”) to the Joint Venture Company. The additional $2,400,000 is to be funded as follows:

  (a)

$300,000 within 45 days of the date of the Memorandum of Understanding (which has been paid); and

     
  (b)

The balance of $2,100,000 within 180 days of the date that Golden Anvil delivers to the Phoenix Plant the first 20 tons of concentrate generated from the Processing Plant, which the Company has yet to receive.


If we are able to complete the funding, of which there is no assurance, and Golden Anvil transfers the assets in the Joint Venture Company, the Joint Venture Company will be owned 50% by us and 50% by Golden Anvil.

   

In the event that we are unable to raise the Funding Amount in the time required, we will forfeit our right to proceed with the Joint Venture and the Loan will be payable in 12 months with interest at 18% from the dates of advancement and secured by the Golden Anvil Assets. The Loan will be paid with the net profits of Golden Anvil. Any net profit earned by Golden Anvil will be credited to the earned interest first.

   

Currently, we are working with the management of Golden Anvil to move the Golden Anvil Assets to an entity on the Toronto Stock Exchange or similar exchange, from which we would either be repaid our Loan plus 18% interest or receive a percentage ownership via common stock from the conversion of our Loan.

   
3.

PROPERTY AND EQUIPMENT

   

Property and equipment consists of the following:


      October 31, 2012     April 30, 2012  
  Process, lab and office equipment $  680,042   $  680,042  
  Site equipment   179,269     179,269  
  Total property and equipment   859,311     859,311  
  Less: accumulated depreciation   (569,420 )   (517,515 )
    $  289,891   $  341,796  

Depreciation expense was $51,905 and $31,230 for the six months ended October 31, 2012 and 2011, respectively.

   
4.

INTELLECTUAL PROPERTY

   

On April 2, 2007 the Company entered into a Technology and Asset Purchase Agreement (“NVRM Agreement”) with Robert H. Gunnison and New Verde River Mining Co. Inc. (“NVRM”), whereby the Company acquired equipment and the technology for lixiviation of metals from ore utilizing thiourea stabilization (“Intellectual Property”). The equipment and intellectual property were acquired with the issuance of 2,000,000 shares of the Company’s $0.10 per share common stock and a future cash payment of $300,000, for a purchase price of $500,000. The purchase price was allocated to the assets acquired and liabilities assumed based on their respective fair values at the date of acquisition. The intellectual property was valued at $200,000. For the year ended April 30, 2010, the intellectual property was deemed impaired by $50,000 and expensed accordingly. Based on estimated future cash flows expected to be generated from the intellectual property, the Company does not believe the asset to be impaired as of October 31, 2012.

F-7


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

5.

MINERAL PROPERTIES

   

As of October 31, 2012 and April 30 2012, mineral properties totaled $25,000 and $63,710, respectively. On January 28, 2007, the Company entered into mineral option agreements to acquire an 87.5% interest in twenty- four (24) mining claims, located south of Searchlight, Nevada in the Piute Valley, with the issuance of 1,050,000 shares of the Company’s common stock on the date of signing of the option agreement, with the provision that the Company issue an additional 420,000 and 210,000 shares on the fifth anniversary and tenth anniversary, respectively, of the signing of the option agreement if the Company wishes to acquire legal interest to the mining claims. The transaction was valued at an agreed upon price of $10,500. Each mining claim is comprised of 160 acres. In August 2008 the Company did not pay the renewal fee on four (4) of the mining claims after confirming title to the claims were void due to not being properly located and being subject to prior segregation. On November 28, 2011 the Company executed a quitclaim deed and agreement acquiring the other 12.5% interest in the twenty (20) remaining mining claims. On January 28, 2012, the fifth anniversary, the Company approved the issuance of 350,000 shares to maintain the option to acquire 100% legal interest in the remaining twenty (20) mining claims. The shares were valued at the market price on the date of issuance. Through July 2012, the mineral properties consisted of twenty-one (21) mining claims.

   

In August 2012, the Company did not pay the renewal fee on the twenty (20) mining claims leased from the BLM and does not plan to renew or continue exploration on those claims, and therefore expensed those capitalized mineral properties in accordance with Emerging Issues Task Force abstract 04-02.

   

On March 16, 2007 the Company entered into a lease agreement of property with one (1) mining claim, for a term of twenty years, for exploration and potential mining production on 20 acres in Searchlight, Nevada. The Company paid a one-time signing bonus of $5,000 upon execution of the agreement and pays a $4,000 rental fee each August. The Company will also pay an annual royalty equal to five (5) percent of the net profit from any mining production on the property.

   

Mining claims are capitalized as tangible assets in accordance with Emerging Issues Task Force abstract 04-02. Upon completion of a bankable feasibility study, the claims will be amortized using the unit-of-production method over the life of the claim. If the Company does not continue with exploration after the completion of the feasibility study, the claims will be expensed at that time.

   
6.

ACCOUNTS PAYABLE - RELATED PARTIES

   

As of October 31, 2012 and April 30, 2012, accounts payable – related parties consisted of $180,000 and $150,000, respectively, due to directors and officers of the Company for consulting fees, and $237,516 for the acquisition of an extraction processing system in January 2012.

   
7.

NOTES PAYABLE

   

As of October 31, 2012 and April 30, 2012, notes payable consists of an unsecured $50,000 payable to New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above (see Note 4). Mr. Gunnison signed an extension agreement extending the payment deadline to June 30, 2013. The note payable bears 6% interest annually.

   
8.

LOANS PAYABLE

   

As of October 31, 2012 and April 30, 2012, loans payable of $248,030 and $100,000, respectively, consist of borrowings payable to unrelated third parties.

F-8


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

On August 7, 2012, the Company entered into a verbal loan agreement for $98,030. The loan bears 12% interest annually, is unsecured, and is due on demand. At any time during the first three months of the agreement, the bearer will have the option to convert the loaned amount into units on the basis of $0.05 per unit, with each unit consisting of one share of common stock and one common stock purchase warrant exercisable at $0.10 per share for two years.

   

The other $150,000 loan bears zero percent interest, is unsecured, and is due on demand.

   
9.

LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTIES

   

As of October 31, 2012 and April 30, 2012, loans payable – related parties of $574,808 and $263,190, respectively, mainly consist 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, 2012 and April 30, 2012, accrued interest – related party was $30,760 and $6,778, respectively.

   
10.

COMMITMENTS AND CONTINGENCIES

   

Lease obligations – The Company has operating leases for its corporate office, corporate housing, plant equipment and plant facilities. Future minimum lease payments under the operating leases as of October 31, 2012 are as follows:


Fiscal year ending April 30, 2013 $  65,058  
Fiscal year ending April 30, 2014 $  79,472  
Fiscal year ending April 30, 2015 $  63,500  
Fiscal year ending April 30, 2016 $  54,008  
Fiscal year ending April 30, 2017 $  42,016  
Thereafter $  21,008  

Lease expense was $151,792 and $96,930 for the six months ended October 31, 2012 and 2011, respectively.

   

Legal proceedings – The Company is not a party to any legal proceeding and, to our knowledge, no other legal proceedings are pending, threatened or contemplated.

   
11.

STOCKHOLDERS’ EQUITY

   

Common and Preferred Stock:

   

As of October 31, 2012 and April 30, 2012, there were 185,493,141 shares of common stock outstanding and zero shares of preferred stock outstanding.

   
12.

RELATED PARTY TRANSACTIONS

   

During the six months ended October 31, 2012, the Company incurred $109,655 in consulting fees expense from companies with a common director or officer, zero in compensation expense for the issuance of common stock to directors and officers of the Company, and zero in compensation expense for the issuance of stock options to directors and officers of the Company.

   

During the six months ended October 31, 2011, the Company incurred $162,000 in consulting fees expense from companies with a common director or officer, zero in compensation expense for the issuance of common stock to directors and officers of the Company, and zero in compensation expense for the issuance of stock options to directors and officers of the Company.

F-9


ROYAL MINES AND MINERALS CORP.
(An Exploration Stage Company)
NOTES TO FINANCIAL STATEMENTS
OCTOBER 31, 2012
(Unaudited)

During the period from inception (December 14, 2005) through October 31, 2012, the Company incurred $1,980,986 in consulting fees expense from companies with a common director or officer, $210,000 in compensation expense for the issuance of common stock to directors and officers of the Company, and $3,329,178 in compensation expense for the issuance of stock options to directors and officers of the Company.

   
13.

SUBSEQUENT EVENTS

   

On November 20, 2012, we issued 100,000 units (each a “Unit”) to a consultant in satisfaction of $5,000 debt. Each Unit consists of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase one 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. These units will be recorded on fair value as determined on the date of the agreement with any difference between fair value and the carrying amount of the debt satisfied as a gain or loss on settlement of the debt.

F-10



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. We are an exploration stage company and our primary objectives are to: (i) commercially extract and refine precious metals from our own and others mineralized materials; (ii) use our lixiviation processes (Cholla and thiourea) to recover precious metals from specific ore bearing materials; and (iii) joint venture, acquire and develop mining projects in North America.

We are focusing our business on commercially processing specific fly ash and other mineable materials, using a leach process that exposes extractable gold (the “Cholla Process”) at our processing and refining plants located in Phoenix, Arizona (the “Phoenix Facility”) and Scottsdale, Arizona (the “Scottsdale Facility”). Our facilities have the capacity to process up to 10 tons per day. In our Phoenix Facility, we also utilize our environmentally friendly proprietary technology for the extraction of precious metals from other materials using thiourea stabilization (the “Lixiviation Technology”). The use of thiourea stabilization is more environmentally friendly than cyanide or sulfuric acid, which have traditionally been used for this purpose.

We entered into a Memorandum of Understanding dated October 19, 2010 with Golden Anvil, SA de CV (“Golden Anvil”) with respect to the proposed formation and funding of a proposed joint venture for the exploration and development of mineral concessions owned by Golden Anvil in the State of Nayarit, Mexico (the “Golden Anvil Mine”). We are currently working with management of Golden Anvil to move the assets of Golden Anvil to an entity on the TSX Venture Exchange from which we would receive a percentage ownership via common stock from the conversion of our loans.

We also have an interest in a potential gold project that consists of a mineral lease covering 20.61 acres of patented claims (the “Smith Lease”) and an option to acquire a 100% interest in 20 unpatented claims (the “BLM Claims”) located near the Smith Lease. Each BLM Claim is comprised of 160 acres. We have entered into a memorandum of understanding with Stina Resources Ltd. (“Stina”) whereby Stina will be able to acquire a 70% interest in the Smith Lease and a 40% interest in the BLM Claims. During the three months ended October 31, 2012, we did not pay the renewal fee on the BLM Claims and allowed those claims to lapse. In addition, Stina and us mutually agreed to cancel the memorandum of understanding.

We are actively seeking to enter into joint ventures with third parties who have legal rights to fly ash resources, including landfills/monofills. There are no assurances that we will be able to commercially extract precious metals from fly ash or other mineable ores using our Cholla or thiourea processes or that we will be able to enter into joint ventures for the exploration and development of additional mining projects.

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 /  
    2012     2011     (Decrease)       2012     2011     (Decrease)  
Revenue $  -   $  9,062     (100.0 )%   $  -   $  40,326     (100.0 )%
Expenses   (289,026 )   (432,797 )   (33.0 )%     (674,327 )   (858,672 )   (21.0 )%
Other Items   (17,013 )   (607 )   2,702.8     (29,198 )   (11,386 )   156.4
Net Loss $  (306,039 ) $  (424,342 )   (27.9 )%   $  (703,525 ) $  (829,732 )   (18.0 )%

Revenues

During the six months ended October 31, 2011, we earned revenues of $40,326 and we earned no revenues during the six months ended October 31, 2012. We are currently in the exploration stage of our business. We can provide no assurances that we will earn significant revenue from the processing of fly ash or that we will discover commercially exploitable levels of mineral resources on our Piute Valley Property, or if such resources are discovered, that we will be able to enter into commercial production of our Piute Valley Property.

Expenses

The major components of our operating expenses for the three and six months ended October 31, 2012 and 2011 are outlined in the table below:

    Three Months Ended     Percentage     Six Months Ended     Percentage  
    October 31,     October     Increase /     October     October 31,     Increase /  
    2012     31, 2011     (Decrease)     31, 2012     2011     (Decrease)  
Mineral exploration and evaluation expenses $  150,122   $  310,309     (52.0 )% $  394,177   $  604,349     (36.0 )%
General and administrative   74,149     106,873     (30.6 )%   189,535     223,093     (15.0 )%
Depreciation and amortization   26,045     15,615     66.8   51,905     31,230     66.2
Impairment of mineral claims   38,710     -     (100.0 )%   38,710     -     (100.0 )%
Total Operating Expenses $  289,026   $  432,797     (29.0 )% $  674,327   $  858,672     (18.0 )%

Our operating expenses for the three and months ended October 31, 2012 decreased as compared to the three and six months ended October 31, 2011. The decrease in our operating expenses primarily relates to a decrease in mineral exploration and evaluation expenses. The decrease was partially offset by an increase in depreciation and amortization and general and administrative expenses.

Mineral exploration and evaluation expenses primarily consisted of rent, extraction-processing costs, consulting fees and labor expenses in connection with our Phoenix Facility and Scottsdale Facility. The decrease in mineral exploration and evaluation expenses in fiscal 2012 was primarily due to a decrease in consulting fees and extraction processing costs due to reduced activities at our Phoenix and Scottsdale Facilities. In October 2012 we temporarily shut down our Phoenix Facility until the required funding is received to continue that operation.

4


During the three and six months ended October 31, 2012, our general and administrative and general and administrative related party expenses primarily consisted of: (i) monthly consulting fees accrued for our Chief Executive Officer, Mr. Matheson and paid to our Chief Financial Officer, Mr. Mitchell; and (ii) legal and accounting fees in connection with meeting our reporting requirements under the Exchange Act.

We anticipate that our operating expenses will increase significantly as we implement our plan of operation for our Phoenix Facility and Scottsdale Facility.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital                  
                Percentage  
    At October 31, 2012     At April 30, 2012     Increase / (Decrease)  
Current Assets $  38,825   $  85,209     (54.4 )%
Current Liabilities   (1,432,102 )   (896,348 )   59.8 %  
Working Capital Deficit $  (1,393,277 ) $  (811,139 )   71.8 %  

Cash Flows            
    Six Months Ended  
    October 31, 2012     October 31, 2011  
Net Cash Used in Operating Activities $  (516,480 ) $  (768,632 )
Net Cash Used In Investing Activities   -     (114,098 )
Net Cash Provided By Financing Activities   459,648     949,961  
Net Increase (Decrease) in Cash During Period $  (56,832 ) $  67,231  

As of October 31, 2012, we had a working capital deficit of $1,393,277 as compared to a working capital deficit of $811,139 at our year ended April 30, 2012. The increase in our working capital deficit is primarily due to a decrease in cash and increases in accounts payable, accounts payable – related parties, accrued interest – related parties, loans payable 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, 2012 (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, 2012 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.

We are not a party to any other legal proceedings and, to our knowledge, no other legal proceedings are pending, threatened, or contemplated.

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 Facilities, enter into the proposed Joint Venture with Golden Anvil or complete our exploration and development programs on the Piute Valley Property.

As of October 31, 2012, we had cash on hand of $13,846 and accumulated net loss of $13,723,046 since inception. Our plan of operation calls for significant expenses in connection with the operation of our Phoenix Facility and Scottsdale Facility, the entry into the proposed Joint Venture with Golden Anvil, and the exploration and development of our Piute Valley Property. 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 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.

Because we are an exploration stage company, we face a high risk of business failure.

We have commenced earning revenues, although minimal, 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. 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.

Because we anticipate our operating expenses will increase prior to our earning significant revenues, we may never achieve profitability.

Prior to completion of our exploration stage, 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 Phoenix Facility and 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.

7


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.

There is no assurance that any or all of our loan to Golden Anvil will be repaid.

Under the terms of the Memorandum of Understanding with Golden Anvil, we loaned Golden Anvil a total of $983,055 bearing interest at a rate of 18% per annum. There is no assurance that Golden Anvil will complete a transaction for the sale of its assets and repay any or all of our loan.

Even if we discover commercial reserves of precious metals on our Piute Valley Property, we may not be able to successfully obtain commercial production.

Our Piute Valley Property does not contain any known bodies of ore. If our exploration programs are successful in discovering ore of commercial tonnage and grade, we will require additional funds in order to place those mineral claims into commercial production. At this time, there is a risk that we will not be able to obtain such financing as and when needed.

In order to maintain our rights to the Piute Valley Property, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work on those properties.

In order to maintain our rights to the Piute Valley Property, we will be required to make annual filings with federal and state regulatory authorities. Currently the amount of these fees is minimal; however, these maintenance fees are subject to adjustment. In addition, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on the Piute Valley Property. A failure by us to meet the annual maintenance requirements under federal and state laws could result in the loss of our rights to the Piute Valley Property.

As we undertake exploration of our Piute Valley Property, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several government regulations that materially restrict the exploration of minerals. We may be required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. While our planned exploration program budgets for regulatory compliance, there is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program.

Certain work to be performed on our mineral projects 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 receive positive results from our exploration program and we decide to pursue commercial production, we may be subject to an environmental review process that may delay or prohibit commercial production.

If the results of our geological exploration program indicate commercially exploitable reserves, and we decide to pursue commercial production of our mineral property, we may be subject to an environmental review process under environmental assessment legislation. Compliance with an environmental review process may be costly and may delay commercial production. Furthermore, there is the possibility that we would not be able to proceed with commercial production upon completion of the environmental review process if government authorities did not approve our mine or if the costs of compliance with government regulation adversely affected the commercial viability of the proposed mine.

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.

9



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On November 20, 2012, we issued 100,000 units (each a “Unit”) at a deemed price of $0.05 per Unit for total proceeds of $5,000. Each Unit consists of one share of our common stock and one share purchase warrant. Each warrant entitles the holder to purchase one 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. We completed the issuance pursuant to the provisions of Rule 506 of Regulation D of the Act. The subscriber represented that he was an accredited investor as defined in Regulation D of the Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
   
None.
   
ITEM 4. MINE SAFETY DISCLOSURES.
   
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 Bylaws. (1)
3.4 Articles of Merger between the Company and Royal Mines Acquisition Corp. (5)
4.1 Form of Share Certificate. (1)
10.1 Mineral Property Option Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines Inc. (5)
10.2 Mineral Property Option Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines Inc. (5)
10.3 Mineral Property Option Agreement dated January 10, 2007 between James E. Sharp and Royal Mines Inc. (5)
10.4 Mineral Property Option Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc. (5)
10.5 Mineral Property Option Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines Inc. (5)
10.6 Mineral Property Option Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc. (5)

10



Exhibit  
Number Description of Exhibits
10.7 Mineral Property Option Agreement dated January 28, 2007 between William Tao and Royal Mines Inc. (5)
10.8 Mineral Property Option Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc. (5)
10.9 Mineral Property Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal Mines Inc. (5)
10.10 Mineral Property Option Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc. (5)
10.11 Mineral Property Option Agreement dated January 28, 2007 between Ron Manarey and Royal Mines Inc. (5)
10.12 Mineral Property Option Agreement dated January 28, 2007 between William Lintz and Royal Mines Inc. (5)
10.13 Technology and Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal Mines Inc. (5)
10.14 Restatement and Amendment to Lease Agreement dated April 12, 2007 among Erline Y. Smith, Trustee, Erline Y. Smith Trust, Lawana Hooper and Royal Mines Inc. (5)
10.15 AV Executive Suites Service Agreement dated September 13, 2007 between Royal Mines Inc. and Anthem Village Executive Suites, LLC. (5)
10.16 Residential Lease Agreement of La Cienega Office. (5)
10.17 Lease Agreement dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc. (5)
10.18 2008 Stock Incentive Plan. (6)
10.19 Non-Qualified Stock Option Agreement between the Company and William C. Tao. (6)
10.20 Non-Qualified Stock Option Agreement between the Company and Jason S. Mitchell. (6)
10.21 Extension Agreement between the Company and Robert H. Gunnison.(7)
10.22 Settlement Agreement and Mutual Release dated effective November 15, 2008 between the Company and William C. Tao. (8)
10.23 Extension Agreement dated November 18, 2008 between the Company and Robert H. Gunnison. (9)
10.24 2009 Stock Incentive Plan. (10)
10.25 Form of Non-Qualified Stock Option Agreement for Directors and Executive Officers. (10)
10.26 Management Consulting Agreement dated February 24, 2009 between the Company and Jason S. Mitchell. (11)
10.27 Payment Extension and License Agreement dated March 13, 2009 between New Verde River Mining Co., Inc., Robert H. Gunnison and the Company. (12)
10.28 Proprietary Intellectual Property License Agreement dated March 24, 2009 between the Company and Greene Lyon Group, LLC. (13)
10.29 Consulting Agreement dated August 14, 2009 between the Company and Mirador Consulting, Inc. (14)
10.30 Brecheisen License Agreement dated August 12, 2009 between Brecheisen Company, Inc., Keith D. Brecheisen, Lorna J. Brecheisen and the Company. (15)
10.31 Letter of Intent dated October 21, 2009 between the Company and Golden Anvil, SA de CV. (16)
10.32 First Amendment of Lease Agreement dated November 20, 2009 among McKendry  Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines Inc. (5)
10.33 Toll Processing Agreement dated December 3, 2009 between the Company and Golden Anvil, SA de CV. (17)
10.34 2010 Stock Incentive Plan. (17)

11



Exhibit  
Number Description of Exhibits
10.35 Form of Non-Qualified Stock Option Agreement for Directors and Executive Officers. (17)
10.36 Extension Agreement dated for reference February 15, 2010 between the Company and Golden Anvil, SA de CV. (18)
10.37 Loan Agreement between Royal Mines And Minerals Corp. (Lender) and Golden Anvil, SA de CV (Borrower). (19)
10.38 Extension Agreement dated July 22, 2010, between Robert H. Gunnison (Lender) and Royal Mines and Minerals Corp (Borrower).(20)
10.39 2011 Stock Incentive Plan.(20)
10.40 Consulting Agreement dated for reference March 10, 2011 between the Company and Complete Advisory Partners, LLC.(21)
10.41 Form of Compensation Stock Award Agreement.(22)
10.42 Consulting Agreement dated for reference September 8, 2011 between the Company and James Mack.(23)
10.45 Consulting Services Agreement dated February 1, 2012 between the Company and Alvin A. Snaper.(24)
10.46 Agreement dated June 14, 2012 between the Company and Phoenix PMX LLC.(25)
14.1 Code of Ethics. (3)
31.1 Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
31.2 Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes- Oxley Act of 2002.
32.1 Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
32.2 Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema.
101.CAL XBRL Taxonomy Extension Calculation Linkbase.
101.DEF XBRL Taxonomy Extension Definition Linkbase.
101.LAB XBRL Taxonomy Extension Label Linkbase.
101.PRE XBRL Taxonomy Extension Presentation Linkbase.

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 5, 2008.
(7) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 15, 2008.
(8) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 18, 2008.
(9) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed December 15, 2008.
(10) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed January 16, 2009.
(11) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed February 26, 2009.
(12) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed March 17, 2009.
(13) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed March 26, 2009.
(14) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed August 17, 2009.
(15) Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 14, 2009.

12



(16)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 3, 2009.

(17)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed December 10, 2009.

(18)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed March 16, 2010.

(19)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed August 31, 2010.

(20)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed September 15, 2010.

(21)

Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed March 17, 2011.

(22)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed April 1, 2011.

(23)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed September 14, 2011.

(24)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed February 1, 2012.

(25)

Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 20, 2012.

13


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 17, 2012   By: /s/ K. Ian Matheson
        K. IAN MATHESON
        Chief Executive Officer
        (Principal Executive Officer)
         
         
         
         
Date: December 17, 2012   By: /s/ Jason S. Mitchell
        JASON S. MITCHELL
        Chief Financial Officer
        (Principal Accounting Officer)