RYMM Royal Mines and Minerals Corp (CE)

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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 January 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.)

Suite 112, 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 March 13, 2012, the Registrant had 185,493,141 shares of common stock outstanding .

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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 nine months ended January 31, 2012 are not necessarily indicative of the results that can be expected for the year ending April 30, 2012.

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.

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

BALANCE SHEETS

		January 31, 2012			April 30, 2011
		(Unaudited)			(Audited)
ASSETS
Current assets
Cash and cash equivalents	$	20,320		$	17,805
Prepaid expenses		44,491			16,914
Other current assets		931			-
Total current assets		65,742			34,719
Non-current assets
Loan receivable		983,055			900,000
Property and equipment, net		371,739			164,341
Intellectual property, net		150,000			150,000
Mineral properties		63,710			42,600
Other assets		24,698			8,350
Total non-current assets		1,593,202			1,265,291
Total assets	$	1,658,944		$	1,300,010
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable	$	45,290		$	64,162
Accounts payable - related party		347,516			65,000
Accrued liabilities		10,000			72,000
Accrued interest - related party		17,108			144,771
Notes payable		50,000			50,000
Loans payable - related party		-			299,179
Total current liabilities		469,914			695,112
Total liabilities		469,914			695,112
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 148,420,352 shares issued          and outstanding, respectively		185,493			148,420
Additional paid-in capital		13,588,992			11,743,452
Accumulated deficit during exploration stage		(12,585,455	)		(11,286,974	)
Total stockholders' equity		1,189,030			604,898
Total liabilities and stockholders' equity	$	1,658,944		$	1,300,010

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

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

														From Inception
														(December 14, 2005)
		For the Three Months Ended						For the Nine Months Ended						Through
		January 31, 2012			January 31, 2011			January 31, 2012			January 31, 2011			January 31, 2012
Revenue	$	5,400		$	4,260		$	45,726		$	19,165		$	135,032
Operating expenses:
Mineral exploration and evaluation expenses		304,783			284,218			849,132			522,745			3,891,420
Mineral exploration and evaluation expenses - related party		31,000			33,000			91,000			93,000			789,500
General and administrative		70,670			72,350			191,763			235,286			2,962,598
General and administrative - related party		43,799			47,665			145,799			256,561			4,446,643
Depreciation and amortization		23,130			25,065			54,360			75,195			537,572
Total operating expenses		473,382			462,298			1,332,054			1,182,787			12,627,733
Loss from operations		(467,982	)		(458,038	)		(1,286,328	)		(1,163,622	)		(12,492,701	)
Other income (expense):
Interest and other income		-			-			160			-			103,826
Interest expense		(767	)		(22,269	)		(12,313	)		(50,067	)		(196,580	)
Total other income (expense)		(767	)		(22,269	)		(12,153	)		(50,067	)		(92,754	)
Net loss	$	(468,749	)	$	(480,307	)	$	(1,298,481	)	$	(1,213,689	)	$	(12,585,455	)
Loss per common share - basic:
Net loss	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average common shares outstanding - basic		172,910,165			117,917,330			165,933,768			113,814,479

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

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

								From Inception
								(December 14, 2005)
		For the Nine Months Ended						Through
		January 31, 2012			January 31, 2011			January 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,298,481	)	$	(1,213,689	)	$	(12,585,455	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		54,360			75,195			537,572
Stock based expenses		58,220			71,263			1,271,180
Stock based expenses - related party		-			106,896			3,539,179
Changes in operating assets and liabilities:
Prepaid expenses		(5,324	)		-			(15,238	)
Accrued liabilities		(12,000	)		30,000			873
Other assets		(17,279	)		(1,000	)		(25,629	)
Accounts payable and accrued interest		(18,872	)		49,385			550,654
Accounts payable and accrued interest- related party		66,337			127,967			478,242
Net cash used in operating activities		(1,173,039	)		(753,983	)		(6,248,622	)
CASH FLOW FROM INVESTING ACTIVITIES
Loan receivable		(83,055	)		(500,000	)		(983,055	)
Cash paid on mineral property claims		(7,110	)		(6,800	)		(39,210	)
Cash acquired on reverse merger		-			-			2,306
Purchase of fixed assets		(24,242	)		-			(621,795	)
Net cash used in investing activities		(114,407	)		(506,800	)		(1,641,754	)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		637,140			655,000			4,105,721
Proceeds on borrowings - related party		652,821			621,923			3,804,975
Net cash provided by financing activities		1,289,961			1,276,923			7,910,696
NET CHANGE IN CASH		2,515			16,140			20,320
CASH AT BEGINNING OF PERIOD		17,805			37,559			-
CASH AT END OF PERIOD	$	20,320		$	53,699		$	20,320
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Interest paid	$	978		$	100		$	6,384
Income taxes paid	$	-		$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Acquisition of intellectual property for stock	$	-		$	-		$	200,000
Acquisition of mineral property for stock	$	(14,000	)	$	-		$	(3,500	)
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	-		$	(63,195	)
Stock issued in satisfaction of debt and accrued interest - related party	$	(184,000	)	$	(182,500	)	$	(809,845	)
Stock issued in satisfaction of loans made to the Company	$	(967,000	)	$	(851,000	)	$	(3,858,000	)
Stock and warrants issued for prepaid signing bonus	$	(38,945	)	$	-		$	(38,945	)
Payable issued for asset acquisition	$	(237,516	)	$	-		$	(237,516	)

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

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation – The accompanying unaudited financial statements have been prepared in accordance with the Securities and Exchange Commission requirements for interim financial statements. Therefore, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair statement of the results for the interim period have been included. The interim results reflected in the unaudited financial statements are not necessarily indicative of expected results for the full year. The financial statements should be read in conjunction with the Form 10-K for the fiscal year ended April 30, 2011 of Royal Mines and Minerals Corp. (the “Company”).

The interim financial statements present the balance sheets, statements of operations, and cash flows of the Company. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States.

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 others leachable assets, 2) use its lixiviation processes to convert specific ore bodies and waste material landfills/monofills 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.

Going Concern - As of January 31, 2012, the Company has incurred cumulative net losses of ($12,595,055) from operations and has negative working capital of ($404,172). 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.

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.

Reclassifications – Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on the previously reported results of operations or retained earnings. The Company reclassified loans receivable from the operating activities section of the statement of cash flows to the investing section.

Cash and Cash Equivalents - The Company considers all investments with an original maturity of three months or less to be a cash equivalent.

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 .

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	Exploration Costs – Mineral exploration costs are expensed as incurred.
	Fair Value of Financial Instruments - Fair value accounting establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are described below:

	Level 1	Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
	Level 2	Quoted prices in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
	Level 3	Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (supported by little or no market activity).

The Company’s financial instruments consist of mineral property purchase obligations. These obligations are classified within Level 2 of the fair value hierarchy as their fair value is determined using interest rates which approximate market rates. The Company is not exposed to significant interest or credit risk arising from these financial instruments.

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 January 31, 2012 and 2011 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were 109,110,129 and 102,002,340, respectively.

Stock-Based Compensation – The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date , the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

1.	DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
	ASC 505, "Compensation-Stock Compensation", establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.
	Recent Accounting Pronouncements – 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 January 31, 2012 and April 30, 2011, the Company has advanced $983,055 and $900,000, respectively, to Golden Anvil to permit Golden Anvil to complete its refurbishment and relocation of its mineral processing plant in Nayarit, Mexico. 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.
	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 Loan. 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.

If we are able to complete the funding, of which there is no assurance, and Golden Anvil transfers the assets to 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.

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

3.	PROPERTY AND EQUIPMENT
	Property and equipment consists of the following:

			January 31, 2012			April 30, 2011
	Process, lab and office equipment	$	680,042		$	418,284
	Site equipment		179,269			179,269
	Total property and equipment		859,311			597,553
	Less: accumulated depreciation and amortization		(487,572	)		(433,212	)
		$	371,739		$	164,341

	Depreciation and amortization expense was $54,360 and $75,195 for the nine months ended January 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 January 31, 2012.
5.	MINERAL PROPERTIES
	As of January 31, 2012 and April 30, 2011, mineral properties totaling $63,710 and $42,600, respectively, consist of twenty-one (21) mining claims located south of Searchlight, Nevada in the Piute Valley. On January 28, 2007, the Company entered into mineral option agreements to acquire an 87.5% interest in twenty-four (24) mining claims 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 initial 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.
	On March 16, 2007 the Company entered into a property lease agreement 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.

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

5.	MINERAL PROPERTIES (continued)
	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 PARTY
	As of January 31, 2012 and April 30, 2011, accounts payable – related party consisted of $110,000 and $65,000, 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 January 31, 2012 and April 30, 2011, 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, 2012. The note payable bears 6% interest annually.
8.	LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTY
	As of January 31, 2012 and April 30, 2011, loans payable – related party of zero and $299,179, respectively, mainly consists of borrowings, directly and indirectly, from two directors of the Company. The balances bear 10% interest, are unsecured and are due on demand. As of January 31, 2012 and April 30, 2011, accrued interest – related party was $17,108 and $144,771, respectively.
	On July 13, 2011, 10,340,000 shares were issued in satisfaction of $517,000 of loans payable – related party and 2,680,000 shares were issued in satisfaction of $134,000 of accrued interest- related party.
	On January 30, 2012, 9,000,000 shares were issued in satisfaction of $450,000 of loans payable – related party.
9.	STOCKHOLDERS’ EQUITY
	Common and Preferred Stock:
	As of January 31, 2012 and April 30, 2011, there were 185,493,141 and 148,420,352 shares of common stock outstanding, respectively and zero shares of preferred stock outstanding.
	On January 26, 2012, the Company cancelled warrants to purchase 18,000,000 shares of our common stock exercisable at $0.10 per share by agreement with the warrantholder, E-Ore Holdings, LLC.
	On January 27, 2012, the Company extended the expiration dates of 22,876,840 and 11,455,500 warrants previously extended on February 24, 2011 and issued on January 31, 2010, respectively. The extended warrants were exercisable for one share of the Company’s common stock for a term of 1 or 2 years at an exercise price of $0.10 per warrant. Currently, 22,476,840 warrants are exercisable until February 23, 2013 and 11,455,500 warrants are exercisable until January 30, 2013 at an exercise price of $0.10 per warrant.

10

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ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

JANUARY 31, 2012

9.	STOCKHOLDERS’ EQUITY (continued)
	On January 27, 2012, the Company issued 350,000 shares of common stock, in accordance with the mineral option agreements (see Note 5), to the optionors to maintain the option to acquire 100% legal interest in the remaining twenty (20) mining claims. The shares are valued at $14,000.
	On January 30, 2012, the Company issued 9,000,000 units in satisfaction of $450,000 in loans made to the Company from two directors and their related companies, at a price of $0.05 per unit, with each unit consisting of one share of common stock and one share purchase warrant, with each warrant entitling the holder to purchase one additional share of common stock at a price of $0.10 per share for a period of two years from the date of issue.
	On January 30, 2012, the Company issued 640,000 shares of common stock to a consultant pursuant to the terms of the consulting agreement. The shares are valued at $22,400.
	On January 30, 2012, the Company issued 2,742,789 shares of common stock in satisfaction of $137,139 subscriptions payable from cash received in September 2011.
10.	RELATED PARTY TRANSACTIONS
	For the nine months ended January 31, 2012 and 2011, the Company incurred $236,799 and $242,665, respectively, in consulting fees expense from companies with a common director or officer. In addition, for the nine months ended January 31, 2011, the Company incurred $106,896 in compensation expense for the issuance of stock options to directors and officers of the Company.
	For the period from inception (December 14, 2005) through January 31, 2012, the Company incurred $1,790,331 in consulting fees expense from companies with a common director or officer.
11.	SUBSEQUENT EVENTS
	On February 1, 2012, the Company entered into a consulting agreement with Alvin A. Snaper for his consultation on the Cholla Project and assistance as directed from moving the project from the bench into a 1,000 lb per hour plant in Scottsdale and Phoenix. The consulting agreement is for a four-week period ending February 29, 2012 and Mr. Snaper will issue a report to the Company at the conclusion of the four-week term. In consideration of Mr. Snaper’s consulting services, the Company has paid $10,000 to Mr. Snaper.

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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 fly ash landfills/monofills, 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 closed loop, 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 a 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. See “Recent Corporate Developments”.

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.

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RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred since the filing of our Form 10-Q for the fiscal quarter ended October 31, 2011:

1.	Upgrades to Phoenix and Scottsdale Facility

We upgraded our Phoenix Facility and Scottsdale Facility in order to increase our daily capacity of processing fly ash using our Cholla Process. The upgrades to our Phoenix Facility consisted of leasing: (i) another filter press; (ii) a bulk bag unloader; (iii) a Helix screw auger; (iv) a 30 HP compressor with 400 gallon receiver; (iv) a 55’ conveyor; and (v) a gravity concentration table to increase the process rate, and the upgrades at our Scottsdale Facility consisted of leasing: (i) another filter press; (ii) a metal separator; (iii) a dust collector; and (iv) three wave concentration tables to increase the process rate.

2.	Cancellation of Warrants

On January 26, 2012, we cancelled warrants to purchase 18,000,000 shares of our common stock exercisable at $0.10 per share (the “Cancelled Warrants”) by agreement with the warrantholder, E-Ore Holdings LLC.

3.	Extension of Warrants

On January 27, 2012, we extended the expiry date of 22,876,840 warrants previously issued on January 30, 2010, from February 23, 2012 to February 23, 2013. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

Also on January 27, 2012, we extended the expiry date of 11,455,500 warrants previously issued on February 24, 2009, from January 30, 2012 to January 30, 2013. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

4.	Clark County, NV Optioned Claims – Year 5 Share Issuances

On January 27, 2012, we issued an aggregate of 350,000 shares of our common stock (the “Option Shares”) pursuant to the provisions of Section 4(2) of the United States Securities Act of 1933, as amended (the “Securities Act”). The Option Shares were issued to certain optionors pursuant to option agreements dated January 28, 2007 (the “Option Agreements”) to acquire a 7/8th undivided interest in 20 mineral claims covering approximately 3,200 acres located in Clark County, Nevada (the “BLM Claims”). In accordance with the terms of the Option Agreements, we are required to issue the Option Shares to the optionors by the 5th anniversary of the signing of the Option Agreements.

5.	Issuance of Shares Under Private Placement Offerings

On January 30, 2012, we issued an aggregate of 11,742,789 Units (the "Units") at a price of $0.05 per Unit in separate concurrent private placement offerings for aggregate proceeds of $587,139 as described below. Each Unit is comprised of one share of our common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of our common stock at an exercise price of $0.10 for a two year period from the date of issuance.

	(a)	Foreign Private Placement: We issued 2,742,789 Units for aggregate proceeds of $137,139. The issuances were completed pursuant to the provisions of Regulation S of the Act. We did not engage in a distribution of this offering in the United States. Each of the subscribers represented that they were not “US persons” as defined in Regulation S of the Act and that they were not acquiring the shares for the account or benefit of a US person.
	(b)	Section 4(2) Private Placement: We issued 9,000,000 Units for aggregate proceeds of $450,000. The issuances were completed pursuant to the provisions of Section 4(2) of the Act. Each of the subscribers were either a director, executive officer or close personal friends, relatives or business associates of a director or executive officer.

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6.	Consultant Shares

Also on January 30, 2012, we issued 640,000 shares of our common stock to James Mack (the “Consultant”) as payment in lieu of cash for consulting services provided in the months of October 2011 through January 2012 in accordance with the terms of a consulting services agreement dated September 8, 2011 with the Consultant. The shares were issued pursuant to Rule 506 of Regulation D of the Securities Act and the Consultant has represented that he is an “accredited investor” as defined in Regulation D of the Securities Act.

7.	Consulting Agreement

On February 1, 2012, we entered into a consulting agreement with Alvin A. Snaper for his consultation on our Cholla Project and assistance as directed from moving the project from the bench into a 1,000 lb per hour plant in Scottsdale and Phoenix. The consulting agreement is for a four-week period ending February 29, 2012 and Mr. Snaper will issue a report to us at the conclusion of the four-week term. In consideration of Mr. Snaper’s consulting services, we have paid $10,000 to Mr. Snaper.

8.	Memorandum of Understanding

On February 8, 2012, we signed a memorandum of understanding with Stina Resources Ltd. (“Stina”) of Ontario, Canada whereby Stina will have the right to earn a 70% interest in the Smith Lease as well as a 40% interest in the BLM claims. In order to acquire the interest, Stina will need to complete $100,000 of exploration work on the properties within 12 months, and a further $900,000 within three years of the formal agreement. The parties are currently negotiating a formal agreement and there is no assurance that the parties will be able to enter into such agreement.

PLAN OF OPERATION

Our plan of operation over the next twelve months is to focus our financial resources on commercializing the extraction of gold and other precious metals from fly ash or other ash deposits using our Cholla Process and Lixiviation Technology.

We also plan to finalize a formal agreement with Stina whereby Stina can acquire an interest in the Smith Lease and BLM Claims. In consideration of which, Stina will be required to carry out an exploration program on our property. We anticipate that this program will involve the drilling of prime targets on the Smith Lease. The implementation of this drilling program requires the filing of a Plan of Operations with the Federal Bureau of Land Management (BLM).

In addition, we are working with the 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 $983,055 Loan.

As of January 31, 2012, we had cash in the amount of $20,320. Accordingly, we do not have sufficient resources to meet the ongoing costs of our Phoenix Facility and Scottsdale Facility, the anticipated costs of completing our plan of operation for our Phoenix Facility and Scottsdale Facility, the Smith Lease or meeting the administrative costs of operating our business for the next twelve months. In order to complete our plan of operation, we will be required to obtain substantial financing from the sale of our common stock, of which there is no assurance.

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RESULTS OF OPERATIONS

Three Months and Nine Months Summary

		Three Months Ended						Percentage			Nine Months Ended						Percentage
		January 31,			January 31,			Increase /			January 31,			January 31,			Increase /
		2012			2011			(Decrease)			2012			2011			(Decrease)
Revenue	$	5,400		$	4,260			26.8%		$	45,726		$	19,165			138.6%
Expenses		(473,382	)		(462,298	)		2.4%			(1,332,054	)		(1,182,787	)		12.6%
Other items		(767	)		(22,269	)		(96.6)%			(12,153	)		(50,067	)		(75.7)%
Net loss	$	(468,749	)	$	(480,307	)		(2.4)%		$	(1,298,481	)	$	(1,213,689	)		7.0%

Revenues

During the nine months ended January 31, 2012, we earned revenues of $45,726. We are currently in the exploration stage of our business. We have begun to process fly ash at our Phoenix Facility and Scottsdale Facility; however, our initial income from the use of our Phoenix Facility and Scottsdale Facility has been minimal. 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 nine months ended January 31, 2012 and 2011 are outlined in the table below:

		Three Months Ended						Percentage			Nine Months Ended						Percentage
		January 31,			January			Increase /			January			January 31,			Increase /
		2012			31, 2011			(Decrease)			31, 2012			2011			(Decrease)
Mineral exploration and evaluation expenses	$	335,783		$	317,218			5.9%		$	940,132		$	615,745			52.7%
General and administrative		114,469			120,015			(4.6)%			337,562			491,847			(31.4)%
Depreciation and amortization		23,130			25,065			(7.7)%			54,360			75,195			(27.7)%
Total operating expenses	$	473,382		$	462,298			2.4%		$	1,332,054		$	1,182,787			12.6%

Our operating expenses increased for the three and nine months ended January 31, 2012 as compared to our operating expenses for the three and nine months ended January 31, 2011 due to to increases in mineral exploration and evaluation expenses. The increases were partially offset by decreases in depreciation and amortization and general and administrative expenses.

Mineral exploration and evaluation expenses primarily consisted of rent, processing extraction costs, consulting fees and labor expenses in connection with our Phoenix Facility and Scottsdale Facility, as well as subcontractor costs with our exploration program on the Smith Lease. The additional mineral exploration and evaluation expenses during the three and nine months ended January 31, 2012 was due to the costs associated with our Scottsdale Facility, which we opened in November 2010.

Our general and administrative expenses primarily consisted of: (i) monthly consulting fees paid to our Chief Executive Officer, Mr. Matheson, and to our Chief Financial Officer, Mr. Mitchell; and (ii) legal and accounting fees in connection with meeting our reporting requirements under the Exchange Act.

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

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
								Percentage
		At January 31, 2012			At April 30, 2011			Increase / (Decrease)
Current assets	$	65,742		$	34,719			89.4%
Current liabilities		(469,914	)		(695,112	)		(32.4)%
Working capital deficit	$	(404,172	)	$	(660,393	)		(38.8)%

Cash Flows
		Nine Months Ended
		January 31, 2012			January 31, 2011
Net cash used in operating activities	$	(1,173,039	)	$	(753,983	)
Net cash used in investing activities		(114,407	)		(506,800	)
Net cash provided by financing activities		1,289,961			1,276,923
Net increase in cash during period	$	2,515		$	16,140

As at January 31, 2012, we had a working capital deficit of $404,172 as compared to a working capital deficit of $660,393 as at our year ended April 30, 2011. The decrease in our working capital deficit is primarily due to decreases in accrued liabilities, accrued interest to related parties and loans payable to related parties as a result of multiple private placement financings. The decrease in our working capital was partially offset by increases in accounts payable to related parties.

During the nine months ended January 31, 2012, through multiple private placement offerings, we issued an aggregate of 35,762,789 units (the “Units”) at a price of $0.05 US per Unit, with each Unit consisting of one share of our common stock and one share purchase warrant which entitles the holder to purchase an additional share of our common stock for a period of two years at a price of $0.10 US per share, as follows:

	(a)	21,700,000 Units for cash proceeds of $500,000, in satisfaction of $465,000 in loans and to retire $120,000 in corporate indebtedness pursuant to Rule 506 of Regulation D of Act;
	(b)	10,320,000 Units in satisfaction of $502,000 in loans and to retire $14,000 in corporate indebtedness pursuant to Section 4(2) of the Act; and
	(c)	3,742,789 Units for cash proceeds of $137,139 and to retire $50,000 in corporate indebtedness pursuant to Regulation S of the Act.

There is no assurance that any additional securities will be issued under any of our private placement offerings.

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.

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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.

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.

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.

Stock-Based Compensation – The Company accounts for share based payments in accordance with ASC 718, Compensation - Stock Compensation , which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on the grant date fair value of the award. In accordance with ASC 718-10-30-9, Measurement Objective – Fair Value at Grant Date , the Company estimates the fair value of the award using a valuation technique. For this purpose, the Company uses the Black-Scholes option pricing model. The Company believes this model provides the best estimate of fair value due to its ability to incorporate inputs that change over time, such as volatility and interest rates, and to allow for actual exercise behavior of option holders. Compensation cost is recognized over the requisite service period which is generally equal to the vesting period. Upon exercise, shares issued will be newly issued shares from authorized common stock.

ASC 505, "Compensation-Stock Compensation," establishes standards for the accounting for transactions in which an entity exchanges its equity instruments to non employees for goods or services. Under this transition method, stock compensation expense includes compensation expense for all stock-based compensation awards granted on or after January 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of ASC 505.

Recent Accounting Pronouncements – 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.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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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 January 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 January 31, 2012 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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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 January 31, 2012, we had cash on hand of $20,320 and accumulated net loss of $12,585,455 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 acquisition of the Piute Valley Property, 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.

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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. In the event that we are unable to raise the funding necessary 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. 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.

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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.

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.

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ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Other than as previously disclosed in our Current Reports on Form 8-K, we have not completed any unregistered sales of equity securities during the fiscal quarter ended January 31, 2012.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5.

OTHER INFORMATION.

None.

ITEM 6.

EXHIBITS.

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Exhibit
Number	Description of Exhibits
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)
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)

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Exhibit
Number	Description of Exhibits
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.
(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

24

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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 MINES AND MINERALS CORP.
Date:	March 13, 2012		By:	/s/ K. Ian Matheson
				K. IAN MATHESON
				Chief Executive Officer
				(Principal Executive Officer)
Date:	March 13, 2012		By:	/s/ Jason S. Mitchell
				JASON S. MITCHELL
				Chief Financial Officer
				(Principal Accounting Officer)

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