Royal Mines And Minerals Corp.: Form 10K - Filed by newsfilecorp.com

10-K 1 form10k.htm FORM 10-K Royal Mines And Minerals Corp.: Form 10K - Filed by newsfilecorp.com

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

FORM 10-K

(Mark One)

[ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended April 30, 2013 or

[ ] 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)

Registrant's telephone number, including area code:	(702) 588-5973
Securities registered pursuant to Section 12(b) of the Act:	NONE.
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 Par Value Per Share.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined by Rule 405 of the Securities Act.
[ ]Yes [ x ]No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ]Yes [ x ]No

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.[ x ]Yes [ ] 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). [ x ]Yes [ ]No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (s229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 Act).[ ] Yes [ x ]No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $673,710 as of October 31, 2012, based on the price at which the common equity was last sold on the OTC Bulletin Board.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. As of July 26, 2013, the Registrant had 185,593,141 shares of common stock outstanding.

ROYAL MINES AND MINERALS CORP.

ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED APRIL 30, 2013

TABLE OF CONTENTS

	PAGE
PART I		3
ITEM 1.	BUSINESS	3
ITEM 1A.	RISK FACTORS.	6
ITEM 2.	PROPERTIES	9
ITEM 3.	LEGAL PROCEEDINGS	9
ITEM 4.	MINE SAFETY DISCLOSURES	9
PART II		10
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	10
ITEM 7.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	11
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	14
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	15
ITEM 9A.	CONTROLS AND PROCEDURES	15
ITEM 9B.	OTHER INFORMATION.	16
PART III		17
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	17
ITEM 11.	EXECUTIVE COMPENSATION.	18
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	19
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	23
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES.	24
PART IV		25
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	25
SIGNATURES		28

Page 2 of 28

PART I

The information in this discussion contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding the Company's capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "intend," "anticipate," "believe," "estimate,” "predict," "potential" or "continue," the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks described below, and, from time to time, in other reports the Company files with the United States Securities and Exchange Commission (the “SEC”). These factors may cause the Company's actual results to differ materially from any forward-looking statement. The Company disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements.

As used in this Annual Report, the terms “we,” “us,” “our,” “Royal Mines,” and the “Company” mean Royal Mines And Minerals Corp., unless otherwise indicated.

All dollar amounts in this Annual Report are expressed in U.S. dollars, unless otherwise indicated.

ITEM 1.

BUSINESS.

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 leaching process (Cholla) 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 plant located in Scottsdale, Arizona (the “Scottsdale Facility”). In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation.

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.

In August 2012, we did not pay the renewal fee on our interest a gold project that consisted of a mineral lease covering 20.61 acres of patented claims and an option to acquire a 100% interest in 20 unpatented claims located near the mineral lease.

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 process or that we will be able to enter into joint ventures for the exploration and development of additional mining projects.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments occurred since the filing of our Form 10-Q for the fiscal quarter ended January 31, 2013:

Adoption of 2013 Stock Incentive Plan

On June 20, 2013, the Board of Directors of the Company adopted the Company’s 2013 Stock Incentive Plan (the "2013 Plan"). The purpose of the 2013 Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, employees and eligible consultants of the Company (“Participants”) to acquire and maintain stock ownership in the Company in order to give these persons the opportunity to participate in the Company's growth and success, and to encourage them to remain in the service of the Company.

Page 3 of 28

Extension of Warrants

On July 2, 2013, we extended the expiration dates of the following warrants:

	(i)	23,020,000 warrants previously issued on July 13, 2011 with an original expiration date of July 12, 2013, have been extended to July 12, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share; and

	(ii)	1,000,000 warrants previously issued on September 26, 2011, with an original expiration date of September 25, 2013, have been extended to September 25, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

Facilities and Technologies

Our Phoenix Facility is an industrial building of approximately 9,800 square feet located in Phoenix, Arizona. The Phoenix Facility is designed as a compact, modular, cost efficient, turn-key operation, with a capacity of processing 4 tons of fly ash per day. In our Phoenix Facility we utilize our Cholla Process and our Lixiviation Technology, being a closed loop, zero liquid discharge, leach extraction process. Below is a diagram of a 2 ton per hour processing circuit. The circuit at our Phoenix Facility is smaller in size. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. Our lease on the Phoenix Facility expires in August 2013 and we do not plan to renew that lease.

We acquired our interest in the Lixiviation Technology and our Phoenix Facility on April 2, 2007 under the terms of a Technology and Asset Purchase Agreement (the “Technology Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison. In consideration of the Lixiviation Technology and the Phoenix Facility, we paid and issued the following:

(a)	$300,000 to New Verde for the purchase of the equipment within the Phoenix Facility as follows:

	(i)	$175,000 upon execution of the Technology Agreement (which amount has been paid); and

	(ii)	$125,000 (of which $50,000 is outstanding).

Page 4 of 28

(b)

issued 2,000,000 shares to Mr. Gunnison for the Lixiviation Technology.

Concurrent with the acquisition of the Lixiviation Technology and the Phoenix Facility, we entered into an Employment Agreement dated April 2, 2007 (the “Employment Agreement”) with Robert H. Gunnison whereby Mr. Gunnison agreed to act as our Production Manager commencing on April 2, 2008. In consideration of Mr. Gunnison’s services, we paid Mr. Gunnison a salary of $120,000 per annum. Mr. Gunnison left as Production Manager in January 2012, but assists us on a consulting basis.

On March 13, 2009, we entered into the Payment Extension and License Agreement with New Verde and Mr. Gunnison whereby New Verde and Mr. Gunnison agreed to extend the deadline for the balance owed to New Verde to June 30, 2010. In consideration of the extension, we agreed to pay interest at 6% per annum on the balance owing to New Verde. We also agreed to grant New Verde and Mr. Gunnison a non-exclusive worldwide license on the Technology (the “License”). The License will only take effect in the event of the termination of the employment agreement between Mr. Gunnison and the Company. New Verde and Mr. Gunnison will not be permitted to assign or sub-license without our prior written approval. On July 22, 2010 and July 7, 2011, we entered into a payment extension with New Verde and Mr. Gunnison whereby New Verde and Mr. Gunnison agreed to extend the deadline for the balance owed to New Verde to June 30, 2011 and June 30, 2012, respectively. In consideration of the extension, we agreed to extend the accrual of interest at 6% per annum on the balance owing to New Verde. As of the date of this filing the deadline has been extended to June 30, 2014.

Our Scottsdale Facility is an industrial building of approximately 6,825 square feet located in Scottsdale, Arizona. The Scottsdale Facility is designed specifically for processing fly ash using our Cholla Process, a closed-loop, modular, turn-key, leaching operation, with a capacity of processing 6 tons of fly ash per day.

We have yet to realize significant revenues from our Cholla Process and Lixiviation Technology.

Compliance with Government Regulation

Our activities are subject to extensive federal, state, and local regulations in the United States. These statutes regulate the mining of and exploration for mineral properties, and also the possible effects of such activities upon the environment. Future legislation and regulations could cause additional expense, capital expenditures, restrictions and delays in the development of the Piute Valley Property, the extent of which cannot be predicted. Our Piute Valley Property is comprised of patented and unpatented mining claims located on federal land managed by the U.S. Bureau of Land Management. Mining activities on the Piute Valley Property must be carried out in accordance with a permit issued by the Bureau of Land Management.

Other regulatory requirements monitor the following:

	(a)	Explosives and explosives handling.
	(b)	Use and occupancy of site structures associated with mining.
	(c)	Hazardous materials and waste disposal.
	(d)	State Historic site preservation.
	(e)	Archaeological and paleontological finds associated with mining.
	(f)	Wildlife preservation.

The State of Nevada adopted the Mined Land Reclamation Act (the “Nevada Act”) in 1989 that established design, operation, monitoring and closure requirements for all mining facilities. The Nevada Act has increased the cost of designing, operating, monitoring and closing new mining facilities and could affect the cost of operating, monitoring and closing existing mining facilities. The State of Nevada has also adopted reclamation regulations. The Nevada Act also requires reclamation plans and permits for exploration projects that will result in more than five acres of surface disturbance.

In the context of environmental permitting, we must comply with known standards, existing laws and regulations that may entail greater or lesser costs and delays, depending on the nature of the activity to be permitted and how stringently the regulations are implemented by the permitting authority. We are not presently aware of any specific material environmental constraints affecting our property that would preclude the economic development or operation of any specific property.

Page 5 of 28

If our property merits additional exploration or extraction work, it is reasonable to expect that compliance with environmental regulations will increase our costs. Such compliance may include feasibility studies on the surface impact of our proposed operations, costs associated with minimizing surface impact, water treatment and protection, reclamation activities, including rehabilitation of various sites, on-going efforts at alleviating the mining impact on wildlife and permits or bonds as may be required to ensure our compliance with applicable regulations. It is possible that the costs and delays associated with such compliance could become so prohibitive that we may decide to not proceed with exploration, development, or mining operations on our mineral property.

Competition

We are an exploration stage company. We compete with other mineral resource exploration and development companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration and development companies with whom we compete have greater financial and technical resources than we do. Accordingly, these competitors may be able to spend greater amounts on acquisitions of mineral properties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to afford greater geological expertise in the targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration and development. This competition could adversely impact our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.

We will also compete with other junior mineral exploration companies for financing from a limited number of investors that are prepared to make investments in junior mineral exploration companies. The presence of competing junior mineral exploration companies may impact our ability to raise additional capital in order to fund our exploration programs if investors are of the view that investments in competitors are more attractive based on the merit of the mineral properties under investigation and the price of the investment offered to investors. We will also compete with other junior and senior mineral companies for available resources, including, but not limited to, professional geologists, camp staff, helicopter or float planes, mineral exploration supplies and drill rigs.

Patents and Trademarks

We do not own, either legally or beneficially, any patent or trademark.

Research and Development Expenditures

During our fiscal year ended April 30, 2013, we spent approximately $589,970 on mineral exploration and evaluation costs. During our fiscal year ended April 30, 2012, we spent approximately $1,216,280 on mineral exploration and evaluation costs.

Employees

Other than our executive officers and directors, we do not have any employees at the time of this Annual Report.

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.

Page 6 of 28

As of April 30, 2013, we had cash on hand of $13,706 and accumulated net loss of $14,349,833 since inception. Our plan of operation calls for significant expenses in connection with the operation of our Scottsdale Facility, and the entry into the proposed Joint Venture with Golden Anvil. 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 November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. 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 earned minimal revenues 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. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation. 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 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.

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 all or any of our loan.

Page 7 of 28

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.

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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.

ITEM 2.

PROPERTIES.

Our principal office is at 2580 Anthem Village Dr., Henderson, NV 89052, consisting of approximately 150 square feet, which we rent at a cost of $850 per month. We entered into a lease agreement through December 31, 2013, and thereafter the lease shall continue on a month-to-month basis.

We also rent premises located at 7815 E. Thunderbird Rd., Scottsdale, AZ 85260, for use as corporate housing, at a cost of $2,600 per month. We entered into a lease with respect to this premises which expires May 31, 2014.

We also lease our Phoenix Facility located at 2344 North 33^rdAvenue, Phoenix, AZ 85009. The Phoenix Facility is leased pursuant to a Lease Agreement dated June 6, 2007 among ourselves, McKendry Enterprises Inc. and Profit Sharing Plan and Retirement Trust at a cost of $5,636 per month. The Phoenix Pilot Production Facility consists of an industrial building of approximately 9,809 square feet located on approximately 24,559 square feet of land. This lease agreement expired on June 30, 2010. On November 20, 2009 we extended the term of our lease to August 31, 2013.

We also lease our Scottsdale Facility located at 14325 N. 79^thSt., Scottsdale, AZ 85260. The Scottsdale Facility is leased pursuant to a Lease Agreement dated June 6, 2011 with Cimarron Industrial Partners, LLC at a cost of $3,486 per month. The Scottsdale Facility consists of office and warehouse space of approximately 4,550 square feet. This lease agreement is month-to-month.

ITEM 3.

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 4.

MINE SAFETY DISCLOSURES.

None.

Page 9 of 28

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

Our common shares are currently quoted on the OTC Bulletin Board under the symbol “RYMM." The following table indicates the high and low prices of the common shares obtained during the periods indicated:

		2013				2012
		High		Low		High		Low
First Quarter ended July 31	$	0.04	$	0.02	$	0.08	$	0.06
Second Quarter ended October 31	$	0.04	$	0.00	$	0.08	$	0.02
Third Quarter ended January 31	$	0.02	$	0.00	$	0.06	$	0.02
Fourth Quarter ended April 30	$	0.01	$	0.00	$	0.05	$	0.03

REGISTERED HOLDERS OF OUR COMMON STOCK

As of July 26, 2013, there were 124 registered holders of record of our common stock. We believe that a number of stockholders hold stock on deposit with their brokers or investment bankers registered in the name of stock depositories.

DIVIDENDS

We have neither declared nor paid any cash dividends on our capital stock since our inception and do not contemplate paying cash dividends in the foreseeable future. It is anticipated that earnings, if any, will be retained for the operation of our business. Our board of directors will determine future dividend declarations and payments, if any, in light of the then-current conditions they deem relevant and in accordance with the Nevada Revised Statutes.

There are no restrictions in our articles of incorporation or in our bylaws which prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of a dividend:

	(a)	We would not be able to pay our debts as they become due in the usual course of business; or

	(b)	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving distributions.

RECENT SALES OF UNREGISTERED SECURITIES

All unregistered sales of our equity securities made during the year ended April 30, 2013 have been reported by us in our Quarterly Reports and our Current Reports filed with the SEC during the year.

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ITEM 7.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

RESULTS OF OPERATIONS

Summary of Year End Results

		Years Ended April 30,					Percentage
		2013			2012		Increase / (Decrease)
Revenue	$	-		$	49,231		(100.0 )%
Operating Expenses		(1,239,454	)		(1,777,272	)	(30.3 )%
Other Items		(79,557	)		(15,807	)	403.3%
Net Loss	$	(1,319,011	)	$	(1,743,848	)	(24.4 )%

Revenues

During the year ended April 30, 2013, we earned no revenues. During the year ended April 30, 2012 we earned revenues of $49,231. We are currently in the exploration stage of our business. We can provide no assurances that we will be able to develop a commercially viable process or earn significant revenue from the processing of fly ash.

Operating Expenses

The major components of our operating expenses for the years ended April 30, 2013 and 2012 are outlined in the table below:

						Percentage
		Year Ended			Year Ended	Increase /
		April 30, 2013			April 30, 2012	(Decrease)
Mineral exploration and evaluation expenses	$	584,970		$	1,095,280	(46.6 )%
Mineral exploration and evaluation expenses – related party		5,000			121,000	(95.9 )%
General and administrative		127,161			279,890	(54.6 )%
General and administrative – related party		204,000			196,799	(47.2 )%
Depreciation and amortization		103,995			84,303	23.4%
Impairment of mineral properties		63,400			-	100.0%
Impairment of intellectual property		150,000			-	100.0%
Bad debt expense		14,041			-	100.0%
Gain on settlement of accounts payable		(1,613	)		-	(100.0 )%
Gain on sale of fixed asset		(11,500	)		-	100.0%
Total Expenses	$	1,239,454		$	1,777,272	(30.3 )%

Our operating expenses for the year ended April 30, 2013 decreased as compared to the year ended April 30, 2012. The decrease in our operating expenses primarily relates to a decrease in mineral exploration and evaluation expenses, and general and administrative expenses. The decrease was partially offset by the recording of bad debt, impairments of intellectual property and mineral claims and the recording of a gain from the sale of a fixed asset.

Mineral exploration and evaluation expenses primarily consisted of rent, leased equipment, 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 2013 was primarily due to a decrease in consulting fees, contract labor and extraction processing costs due to reduced activities at our Phoenix and Scottsdale Facilities. In November 2012, we shut down our Phoenix Facility and we have no plans to continue that operation.

Page 11 of 28

Impairment of mineral claims relates to our decision not to renew the Smith Lease and BLM Claims. Impairment of intellectual property relates to the impairment of our thiourea lixiviation technology.

Our general and administrative 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 audit 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 Scottsdale Facility.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows
		Years Ended April 30
		2013			2012
Net Cash used in Operating Activities	$	(751,499	)	$	(1,495,871	)
Net Cash used in Investing Activities		11,810			(114,407	)
Net Cash Provided by Financing Activities		682,717			1,663,151
Net Increase (Decrease) in Cash During Period	$	(56,972	)	$	52,873

Working Capital
							Percentage
		At April 30, 2013			At April 30, 2012		Increase / (Decrease)
Current Assets	$	25,243		$	85,209		(70.4 )%
Current Liabilities		(1,731,745	)		(896,348	)	104.6%
Working Capital Deficit	$	(1,706,502	)	$	(811,139	)	124.2%

As at April 30, 2013, we had a working capital deficit of $1,706,502 as compared to a working capital deficit of $811,139 as at our year ended April 30, 2012. The increase in our working capital deficit is primarily due to an increase in 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.

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 audited financial statements included in this Annual Report.

Page 12 of 28

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.

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.

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.

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.

Page 13 of 28

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

1.	Report of Independent Registered Public Accounting Firm (De Joya Griffith, LLC);

2.	Audited Financial Statements for the Years Ended April 30, 2013 and 2012, including:

3.	Balance Sheets at April 30, 2013 and 2012;

4.	Statements of Operations for the years ended April 30, 2013 and 2012 and for the period from Inception (December 14, 2005) to April 30, 2013;

5.	Statement of Stockholders’ Equity (Deficit) for the period from Inception (December 14, 2005) to April 30, 2013;

6.	Statements of Cash Flows for the years ended April 30, 2013 and 2012 and for the period from Inception (December 14, 2005) to April 30, 2013; and

7.	Notes to Financial Statements.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Royal Mines and Minerals Corp.

We have audited the accompanying balance sheets of Royal Mines and Minerals Corp. (An Exploration Stage Company) (the “Company”) as of April 30, 2013 and 2012 and the related statements of operations, stockholders’ equity (deficit) and cash flows for the each of years in the two-year period ended April 30, 2013 and for the period from inception (December 14, 2005) through April 30, 2013. Royal Mines and Minerals Corp.’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Royal Mines and Minerals Corp. as of April 30, 2013 and 2012 and the results of its operations and its cash flows for each of the years in the two-year period ended April 30, 2013 and for the period from inception (December 14, 2005) through April 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered losses from operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ De Joya Griffith, LLC
Henderson, Nevada
July 26, 2013

Corporate Headquarters:
De Joya Griffith, LLC
2580 Anthem Village Drive, Henderson, NV 89052 Phone: (702) 563-1600 Fax: (702) 920-8049

Page 14 of 28

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Audited)

		April 30, 2013			April 30, 2012

ASSETS

Current assets
Cash and cash equivalents	$	13,706		$	70,678
Prepaid expenses		10,500			11,716
Other current assets		1,037			2,815
Total current assets		25,243			85,209

Non-current assets
Loan receivable		983,055			983,055
Property and equipment, net		237,801			341,796
Intellectual property, net		-			150,000
Mineral properties		-			63,710
Other assets		10,985			27,737
Total non-current assets		1,231,841			1,566,298

Total assets	$	1,257,084		$	1,651,507


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	140,669		$	70,006
Accounts payable - related parties		447,516			387,516
Accrued liabilities		-			5,000
Accrued interest		34,259			13,858
Accrued interest - related parties		63,394			6,778
Loans payable		248,030			100,000
Loans payable - related parties		797,877			263,190
Total current liabilities		1,731,745			846,348

Notes payable		50,000			50,000
Deferred rent		35,804			-
Total non-current liabilities		85,804			50,000

Total liabilities		1,817,549			896,348

Commitments and contingencies

Stockholders' equity (deficit)
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, 185,593,141 and 185,493,141 shares issued and outstanding, respectively		185,593			185,493
Additional paid-in capital		13,603,775			13,600,488
Accumulated deficit during exploration stage		(14,349,833	)		(13,030,822	)
Total stockholders' equity (deficit)		(560,465	)		755,159

Total liabilities and stockholders' equity (deficit)	$	1,257,084		$	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

(Audited)

								For the Period
								From Inception
								(December 14, 2005)
		For the Years Ended						Through
		April 30, 2013			April 30, 2012			April 30, 2013


Revenue	$	-		$	49,231		$	138,537

Operating expenses:
Mineral exploration and evaluation expenses		584,970			1,095,280			4,722,538
Mineral exploration and evaluation expenses - related parties		5,000			121,000			824,500
General and administrative		127,161			279,890			3,177,886
General and administrative - related parties		204,000			196,799			4,701,643
Depreciation and amortization		103,995			84,303			621,510
Impairment of mineral properties		63,400			-			63,400
Impairment of intellectual property		150,000			-			200,000
Bad debt expense		14,041			-			14,041
Gain on sale of fixed asset		(11,500	)					(11,500	)
Gain on settlement of accounts payable		(1,613	)		-			(1,613	)

Total operating expenses		1,239,454			1,777,272			14,312,405

Loss from operations		(1,239,454	)		(1,728,041	)		(14,173,868	)

Other income (expense):
Interest and other income		-			160			103,826
Interest expense		(79,557	)		(15,967	)		(279,791	)

Total other income (expense)		(79,557	)		(15,807	)		(175,965	)

Net loss	$	(1,319,011	)	$	(1,743,848	)	$	(14,349,833	)

Net loss per common share - basic	$	(0.01	)	$	(0.01	)

Weighted average common shares outstanding - basic		185,537,251			170,743,450

The accompanying notes are an integral part of these financial statements.
F-2

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Audited)

											Accumulated
											Deficit During			Total
	Preferred Stock			Common Stock				Additional			Exploration			Stockholders'
	Shares		Amount	Shares		Amount		Paid-in Capital			Stage			Equity (Deficit)
Balance, December 14, 2005	-	$	-	-	$	-	$	-		$	-		$	-
Issuance of common stock for cash, $0.001 per share	-		-	1,000		1		-			-			1
Net loss	-		-	-		-		-			(174,500	)		(174,500	)
Balance, April 30, 2006	-		-	1,000		1		-			(174,500	)		(174,499	)
Issuance of common stock for cash, $0.001 per share	-		-	12,500,000		12,500		-			-			12,500
Issuance of common stock for cash, $0.01 per share	-		-	7,800,000		7,800		70,200			-			78,000
Issuance of common stock for mineral property options, $0.01 per share	-		-	1,050,000		1,050		9,450			-			10,500
Issuance of common stock for cash, $0.10 per share	-		-	1,250,000		1,250		123,750			-			125,000
Issuance of common stock for cash, Reg. S - Private Placement, $0.10 per share	-		-	1,800,000		1,800		178,200			-			180,000
Issuance of common stock in acquisition of intellectual property and equipment, $0.10 per share	-		-	2,000,000		2,000		198,000			-			200,000
Net loss	-		-	-		-		-			(517,768	)		(517,768	)
Balance, April 30, 2007	-		-	26,401,000		26,401		579,600			(692,268	)		(86,267	)
Issuance of common stock for cash and subscriptions received, Reg. S - Private Placement, $0.25 per share	-		-	2,482,326		2,482		618,100			-			620,582
Issuance of common stock for cash, Reg. D - Private Placement, $0.25 per share	-		-	3,300,000		3,300		821,700			-			825,000
Issuance of common stock in reverse acquisition of Centrus Ventures Inc.	-		-	13,968,926		13,969		(77,164	)		-			(63,195	)
Issuance of stock options for 4,340,000 shares of common stock to three officers and five consultants.	-		-	-		-		3,583,702			-			3,583,702
Net loss	-		-	-		-		-			(5,256,444	)		(5,256,444	)
Balance, April 30, 2008	-		-	46,152,252		46,152		5,525,938			(5,948,712	)		(376,622	)
Issuace of common stock for cash, Reg. S - Private Placement, $0.50 per share; with attached warrants exercisable at $0.75 per share	-		-	200,000		200		99,800			-			100,000
Issuance of common stock in satisfaction of debt, $0.30 per share, with attached warrants exercisable at $0.50 per share.	-		-	450,760		451		134,777			-			135,228
Issuance of stock options for 5,000,000 shares of common stock to two officers and nine consultants.	-		-	-		-		342,550			-			342,550
Issuace of common stock for cash, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	9,140,000		9,140		447,860			-			457,000
Issuance of common stock in satisfaction of loans made to the Company, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	12,400,000		12,400		607,600			-			620,000
Issuance of common stock in satisfaction of debt, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	1,336,840		1,337		65,505			-			66,842
Issuance of common stock to one officer as compensation pursuant to the management consulting agreement.	-		-	3,000,000		3,000		117,000			-			120,000
Net loss	-		-	-		-		-			(1,717,000	)		(1,717,000	)
Balance, April 30, 2009	-		-	72,679,852		72,680		7,341,030			(7,665,712	)		(252,002	)

The accompanying notes are an integral part of these financials statements.
F-3

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Audited)

Issuance of common stock in satisfaction of loans made to the Company, $0,05 per share, with attached warrants exercisable at $0.10 per share.	-	-	2,000,000	2,000	98,000	-		100,000
Issuance of common stock in satisfaction of debt, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	500,000	500	24,500	-		25,000
Issuance of common stock for warrants excercised, $0.10 per share, in satisfaction of debt for legal services.	-	-	295,000	295	29,205	-		29,500
Issuance of common stock for options excercised, $0.05 per share, in satisfaction of debt for legal services.	-	-	750,000	750	36,750	-		37,500
Issuance of common stock to investor relations services firm pursuant to terms of consulting agreement.	-	-	1,500,000	1,500	-	-		1,500
Issuance of common stock in satisfaction of loans to the Company, $0.10 per share, with attached warrants excercisable at $0.20 per share.	-	-	3,500,000	3,500	346,500	-		350,000
Issuance of stock options for 7,000,000 shares of common stock to two directors and nine consultants.	-	-	-	-	391,478	-		391,478
Issuance of common stock for options excercised, $0.05 per share, in satisfaction of debt for legal services.	-	-	900,000	900	44,100	-		45,000
Issuance of common stock in satisfaction of loans to the Company, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	19,400,000	19,400	950,600	-		970,000
Issuace of common stock for cash, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	8,280,000	8,280	405,720	-		414,000
Issuance of common stock in satisfaction of debt, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	1,775,500	1,775	87,000	-		88,775
Issuance of common stock for options excercised, $0.05 per share, in satisfaction of debt for legal services.	-	-	100,000	100	4,900	-		5,000
Issuance of common stock for warrants excercised, $0.10 per share, in satisfaction of debt for legal services.	-	-	105,000	105	10,395	-		10,500
Net loss	-	-	-	-	-	(1,929,128	)	(1,929,128	)
Balance, April 30, 2010	-	-	111,785,352	111,785	9,770,178	(9,594,840	)	287,123
Issuance of stock options for 6,000,000 shares of common stock to three directors and eight consultants.	-	-	-	-	178,159	-		178,159
Issuance of common stock for options excercised, $0.05 per share, in satisfaction of debt.	-	-	1,700,000	1,700	83,300	-		85,000
Issuance of common stock for options excercised, $0.05 per share, in satisfaction of debt.	-	-	1,950,000	1,950	95,550	-		97,500
Issuance of common stock in satisfaction of loans to the Company, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	17,020,000	17,020	833,980	-		851,000
Issuance of common stock for cash, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-	-	13,100,000	13,100	641,900	-		655,000
Issuance of common stock to investor relations services firm pursuant to terms of consulting agreement.	-	-	315,000	315	15,435	-		15,750
Issuance of common stock to two officers and three consultants as as compensation for services previously provided.	-	-	2,550,000	2,550	124,950	-		127,500
Net loss	-	-	-	-	-	(1,692,134	)	(1,692,134	)
Balance, April 30, 2011	-	-	148,420,352	148,420	11,743,452	(11,286,974	)	604,898

The accompanying notes are an integral part of these financials statements.
F-4

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(Audited)

Issuance of common stock for cash, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	10,000,000		10,000		490,000		-			500,000
Issuance of common stock in satisfaction of loans to the Company, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	10,340,000		10,340		506,660		-			517,000
Issuance of common stock in satisfaction of debt, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	2,680,000		2,680		131,320		-			134,000
Issuance of warrants for 1,030,000 shares of common stock to one consultant pursuant to terms of consulting agreement.	-		-	-		-		42,073		-			42,073
Issuance of common stock to one consultant as compensation pursuant to terms of consulting agreement.	-		-	320,000		320		15,680		-			16,000
Issuance of common stock in satisfaction of debt, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	1,000,000		1,000		49,000		-			50,000
Issuance of common stock for mineral property options, $0.04 per share.	-		-	350,000		350		13,650		-			14,000
Issuance of common stock in satisfaction of loans to the Company, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	9,000,000		9,000		441,000		-			450,000
Issuance of common stock for cash, $0.05 per share, with attached warrants exercisable at $0.10 per share.	-		-	2,742,789		2,743		134,397		-			137,140
Issuance of common stock to one consultant as compensation pursuant to terms of consulting agreement.	-		-	640,000		640		21,760		-			22,400
Issuance of warrants for 300,000 shares of common stock to one vendor for services provided.	-		-	-		-		11,496		-			11,496
Net loss	-		-	-		-		-		(1,743,848	)		(1,743,848	)
Balance, April 30, 2012	-		-	185,493,141		185,493		13,600,488		(13,030,822	)		755,159
Issuance of common stock in satisfaction of debt, $0.02 per share, with attached warrants exercisable at $0.10 per share.	-		-	100,000		100		1,900		-			2,000
Issuance of warrants exercisable at $0.10 per share for 100,000 shares of common stock in satisfaction of debt.	-		-	-		-		1,387		-			1,387
Net loss	-		-	-		-		-		(1,319,011	)		(1,319,011	)
Balance, April 30, 2013	-	$	-	185,593,141	$	185,593	$	13,603,775	$	(14,349,833	)	$	(560,465	)

The accompanying notes are an integral part of these financials statements.
F-5

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Audited)

								For the Period
								From Inception
								(December 14, 2005)
		For the Years Ended						Through
		April 30, 2013			April 30, 2012			April 30, 2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,319,011	)	$	(1,743,848	)	$	(14,349,833	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		103,995			84,303			621,510
Impairment of mineral properties		63,400			-			63,400
Impairment of intellectual property		150,000			-			200,000
Stock-based expenses		-			86,408			1,299,369
Stock-based expenses - related parties		-			-			3,539,178
Allowance for bad debt		14,041			-			14,041
Gain on sale of fixed asset		(11,500	)		-			(11,500	)
Gain on settlement of accounts payable		(1,613	)		-			(1,613	)
Changes in operating assets and liabilities:
Prepaid expenses		1,216			10,759			2,061
Other assets		4,489			(22,202	)		(26,063	)
Accounts payable		75,663			5,844			651,033
Accounts payable - related parties		60,000			85,000			381,890
Accrued liabilities		(5,000	)		(17,000	)		(9,127	)
Accrued interest		20,401			3,050			34,259
Accrued interest - related parties		56,616			11,815			232,638
Deferred rent		35,804			-			35,804

Net cash used in operating activities		(751,499	)		(1,495,871	)		(7,322,953	)

CASH FLOW FROM INVESTING ACTIVITIES
Loan receivable		-			(83,055	)		(983,055	)
Cash paid on mineral property claims		310			(7,110	)		(38,900	)
Cash acquired on reverse merger		-			-			2,306
Proceeds from sale of fixed assets		11,500			-			11,500
Purchase of fixed assets		-			(24,242	)		(621,795	)

Net cash provided by (used in) investing activities		11,810			(114,407	)		(1,629,944	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		-			637,140			4,105,721
Proceeds on borrowings		148,030			100,000			248,030
Proceeds on borrowings - related parties		534,687			926,011			4,612,852

Net cash provided by financing activities		682,717			1,663,151			8,966,603

NET CHANGE IN CASH		(56,972	)		52,873			13,706

CASH AT BEGINNING OF PERIOD		70,678			17,805			-

CASH AT END OF PERIOD	$	13,706		$	70,678		$	13,706


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Interest paid	$	2,540		$	1,005		$	8,951
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		$	24,500
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	-		$	(63,195	)
Stock and warrants issued in satisfaction of accounts payable	$	(3,387	)	$	-		$	(224,004	)
Stock issued in satisfaction of accounts payable - related parties	$	-		$	-		$	(365,228	)
Stock issued in safisfaction 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	$	-		$	(967,000	)	$	(3,858,000	)

The accompanying notes are an integral part of these financial statements.
F-6

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

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 and fly ash 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.

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 April 30, 2013, the Company has incurred cumulative net losses of $14,349,833 from operations and has negative working capital of $1,756,502. 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-7

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

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.

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

Fair Value - ASC 825, Financial Instruments requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 825 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data of the fair value of the assets or liabilities.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Pursuant to ASC 825, the fair value of cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company's financial instruments consist of cash, prepaid expenses, other assets, accounts payable, accrued liabilities, and loans payable. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

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.

F-8

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

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.

Exploration Costs – Exploration costs incurred in locating areas of potential mineralization or evaluating properties or working interests with specific areas of potential mineralization are expensed as incurred. Development costs of proven mining properties not yet producing are capitalized at cost and classified as capitalized exploration costs under property, plant and equipment. Property holding costs are charged to operations during the period if no significant exploration or development activities are being conducted on the related properties. Upon commencement of production, capitalized exploration and development costs would be amortized based on the estimated proven and probable reserves benefited. Properties determined to be impaired or that are abandoned are written-down to the estimated fair value. Carrying values do not necessarily reflect present or future values.

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.

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. As of April 30, 2013, the Company did not pay the renewal fee on the 20 acre claim and the BLM claims due in August 2012 and allowed those claims to lapse. The Company has recognized an impairment expense of $63,400 for the year ended April 30, 2013.

F-9

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

Accounts Receivable - Accounts receivable are comprised of other receivables, which do not bear interest and are recorded at cost. The Company extends credit to its consultants, which receivables can be offset against commissions payable to the respective consultants.

The allowance for doubtful accounts represents the Company’s best estimate of the amount of probable credit losses in the Company’s existing other receivables. The Company determines the allowance based on specific customer information, historical write-off experience and current industry and economic data. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Management believes that there are no concentrations of credit risk for which an allowance has not been established. Although management believes that the allowance is adequate, it is possible that the estimated amount of cash collections with respect to accounts receivable could change. As of April 30, 2013 and 2012, the Company has recorded an allowance for doubtful account of $14,041and $0, respectively.

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 April 30, 2013 and 2012 that were not included in the computation of diluted earnings per share because the effect would be antidilutive were 109,195,129 and 109,095,129, respectively.

Income Taxes - The Company accounts for its income taxes in accordance with ASC 740, Income Taxes , which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

For acquired properties that do not constitute a business as defined in ASC 805-10-55-4, Definition of a Business, deferred income tax liability is recorded on GAAP basis over income tax basis using statutory federal and state rates. The resulting estimated future federal and state income tax liability associated with the temporary difference between the acquisition consideration and the tax basis is computed in accordance with ASC 740-10-25-51, Acquired Temporary Differences in Certain Purchase Transactions that are Not Accounted for as Business Combinations , and is reflected as an increase to the total purchase price which is then applied to the underlying acquired assets in the absence of there being a goodwill component associated with the acquisition transactions.

F-10

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	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 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.

	In February 2013, the FASB issued ASU No. 2013-02, “Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income” to improve the transparency of reporting these reclassifications. This update is effective for reporting periods beginning after December 15, 2012. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in this ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements. The new amendments will require an organization to present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income. Additionally, the new amendments require cross-referencing to other disclosures currently required under GAAP for other reclassification items (that are not required under GAAP) to be reclassified directly to net income in their entirety in the same reporting period. The Company does not expect the adoption of this guidance to have a material effect on its financial condition, results of operations, or cash flows.

2.	LOAN RECEIVABLE

	As of April 30, 2013 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.

	Under the terms of the Memorandum of Understanding, the Company and Golden Anvil 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 the Company 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.

F-11

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

If the Company is 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 the Company and 50% by Golden Anvil.

In the event that the Company is unable to raise the Funding Amount in the time required, the Company will forfeit its 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, Golden Anvil plans to sell the Golden Anvil Assets to a Capital Pool Company on the Toronto Stock Exchange (the “TSX Entity”) pursuant to a proposed qualifying transaction (the “Qualifying Transaction”). The Company is in the process of negotiating a debt settlement with Golden Anvil, to be completed in conjunction with the Qualifying Transaction. Although there is no assurance that the Qualifying Transaction will be completed or that the Company will be able to complete a debt settlement with Golden Anvil, the Company does not believe an allowance for uncollectible loan receivable is justified at this time.

3.	PROPERTY AND EQUIPMENT

	Property and equipment consists of the following:

		As of			As of
		April 30, 2013			April 30, 2012
Process, lab and office equipment	$	680,042		$	680,042
Site equipment		167,769			179,269
Total property and equipment		847,811			859,311
Less: accumulated depreciation		(610,010	)		(517,515	)
	$	237,801		$	341,796

	Depreciation expense was $103,995 and $84,303 for the years ended April 30, 2013 and 2012, 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. For the year ended April 30, 2013, the Company determined that the intellectual property was not commercially viable and deemed the remaining $150,000 of intellectual property fully impaired and expensed it accordingly.

5.	MINERAL PROPERTIES

	As of April 30, 2013 and April 30 2012, mineral properties totaled $0 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 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.

F-12

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	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.

	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.

	In August 2012, the Company did not pay the renewal fee on the twenty (20) mining claims leased from the BLM and did not pay the rental fee on the one (1) mining claim in Searchlight, Nevada, and does not plan to renew or continue exploration on those claims, and therefore expensed those capitalized mineral properties in accordance with ASC 360-10-35-17 totaling $63,400.

6.	ACCOUNTS PAYABLE - RELATED PARTIES

	As of April 30, 2013 and April 30, 2012, accounts payable – related parties consisted of $210,000 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 April 30, 2013 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, 2014. The note payable bears 6% interest annually.

8.	LOANS PAYABLE

	As of April 30, 2013 and April 30, 2012, loans payable of $248,030 and $100,000, respectively, consist of borrowings payable to two unrelated third parties. The loans bear 6% to 12% interest, are unsecured and are due on demand.

9.	LOANS PAYABLE AND ACCRUED INTEREST – RELATED PARTIES

	As of April 30, 2013 and April 30, 2012, loans payable – related parties of $797,877 and $263,190, respectively, mainly consists 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 April 30, 2013 and April 30, 2012, accrued interest – related party was $63,394 and $6,778, respectively.

	On July 13, 2011, 10,340,000 shares were issued in satisfaction of $517,000 of loans payable – related parties and 2,680,000 shares were issued in satisfaction of $134,000 of accrued interest- related parties.

F-13

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	On January 30, 2012, 9,000,000 shares were issued in satisfaction of $450,000 of loans payable – related party.

10.	COMMITMENTS AND CONTINGENCIES

	Lease obligations – The Company has operating leases for its corporate office, corporate housing and plant facilities. Future minimum lease payments under the operating leases as of April 30, 2013 are as follows:

Fiscal year ending April 30, 2014	$	114,872
Fiscal year ending April 30, 2015	$	66,100
Fiscal year ending April 30, 2016	$	54,008
Fiscal year ending April 30, 2017	$	42,016
Fiscal year ending April 30, 2018	$	21,008
Thereafter	$	21,008

	Lease expense was $247,701 and $196,924 for the years ended April 30, 2013 and 2012, 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 April 30, 2013 and April 30, 2012, there were 185,593,141 and 185,493,141 shares of common stock outstanding, respectively and zero shares of preferred stock outstanding. Outstanding shares of common stock consist of the following:

	a)	On March 16, 2006, the Company issued 1,000 shares of common stock to one individual for cash at $0.001 per share.

	b)	On November 30, 2006, the Company issued 12,500,000 shares of common stock to three individuals for cash at $0.001 per share.

	c)	On December 29, 2006, the Company issued 7,800,000 shares of common stock for cash at $0.01 per share.

	d)	On January 10, 2007, the Company issued 1,050,000 shares of common stock for the purchase of 7/8ths interest in 24 minerals claims at $0.01 per share.

	e)	On February 28, 2007, the Company issued 1,250,000 shares of common stock to three individuals for cash at $0.10 per share.

	f)	On March 31, 2007, the Company issued 1,800,000 shares of common stock to four individuals for cash at $0.10 per share.

	g)	On April 2, 2007, the Company issued 2,000,000 shares of common stock to one individual, in connection with the NVRM Agreement, for the purchase of intellectual property and equipment.

	h)	On May 31, 2007, the Company closed a private placement offering for proceeds of $620,582, of which $505,114 was received and recorded as share subscriptions received as of April 30, 2007. The Company issued 2,482,326 shares of common stock, at $0.25 per share, to non-U.S. investors pursuant to Regulation S of the Securities Act of 1933.

F-14

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	i)	On June 4, 2007, the Company closed a private placement offering for proceeds of $825,000 and issued 3,300,000 shares of common stock, at $0.25 per share, to accredited U.S. investors pursuant to Regulation D of the Securities Act of 1933.

	j)	On October 5, 2007, the Company issued 13,968,926 shares of common stock in the reverse acquisition of Centrus Ventures Inc.

	k)	On September 3, 2008, the Company completed a private placement of 200,000 units at a price of $0.50 per unit for total proceeds of $100,000. Each unit is comprised of one share of common stock and one-half of one share purchase warrant. Each whole share purchase warrant will entitle the holder to purchase one additional share of common stock at a price of $0.75 per share for a period ending September 2, 2010.

	l)	On November 15, 2008, under the terms of a settlement agreement, the Company issued 450,760 units at a price of $0.30 per unit, with each unit consisting of one common share and one share purchase warrant of the Company. Each warrant is exercisable to purchase an additional common share at a price of $0.50 per share for a period of two (2) years from the date of issuance. The units were issued pursuant to the provisions of Regulation S promulgated under the Securities Act of 1933.

	m)	On February 24, 2009, the Company issued 9,140,000 units for $457,000 in cash, 12,400,000 units for $620,000 ($400,000 from one director) in loans made to the Company and 1,336,840 units to retire $66,842 in corporate indebtedness under three separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share. The Company also entered into a management consulting agreement with an officer of the Company, and pursuant to the terms of the agreement issued an aggregate of 3,000,000 restricted shares of its common stock.

	n)	On July 16, 2009, the Company issued 2,000,000 units for $100,000 in loans made to the Company and 500,000 units to retire $25,000 in corporate indebtedness for consulting services under two separate private placement offerings. Each unit was comprised of one share of the Company’s common stock and one share purchase warrant, with each warrant entitling the holder to purchase an additional share of common stock for a period of two years at an exercise price of $0.10 per share.

	o)	On August 4, 2009, the Company issued 295,000 shares of common stock for warrants exercised at $0.10 per share and 750,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.

	p)	On August 14, 2009, the Company issued 1,500,000 shares of common stock to an investor relations services firm pursuant to the terms of the consulting agreement.

	q)	On August 18, 2009, the Company issued 3,500,000 units, for $350,000 in loans made to the Company by one director, at a price of $0.10 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 $0.20 per share for a period of two years from the date of issue.

	r)	On December 15, 2009, the Company issued 900,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.

	s)	On January 31, 2010, the Company issued 19,400,000 units for $970,000 ($900,000 from one director) in loans made to the Company, 8,280,000 units for $414,000 in cash and 1,775,500 units to retire $88,775 in corporate indebtedness, 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.

F-15

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	t)	On February 26, 2010, the Company issued 105,000 shares of common stock for warrants exercised at $0.10 per share and 100,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt for legal services.

	u)	On November 9, 2010, the Company issued 1,700,000 shares of common stock for options exercised at $0.05 per share in satisfaction of debt.

	v)	On January 18, 2011, the Company issued 17,020,000 units for $851,000 in satisfaction of loans made to the Company from one director, 13,100,000 units for $655,000 in cash and 1,950,000 units to retire $97,500 in corporate indebtedness, 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.

	w)	On March 10, 2011, the Company issued 315,000 units valued at $0.05 per unit to an investor relations services firm pursuant to the terms of the consulting agreement, 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 one year from the date of issue. The agreement is to last for a period of three months from March 10, 2011; accordingly, a prepaid expense of $7,000 was recorded as of April 30, 2010 in relation to this issuance.

	x)	On March 28, 2011, the Company issued 2,550,000 shares of common stock at $0.05 per share as compensatory stock awards to two directors (1,800,000 shares) and three consultants (750,000 shares).

	y)	On July 13, 2011, the Company issued 10,000,000 units for $500,000 in cash, 10,340,000 units in satisfaction of $517,000 in loans made to the Company from one director, and 2,680,000 units to retire $134,000 in corporate indebtedness, 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.

	z)	On September 8, 2011, the Company issued 1,030,000 warrants in accordance with the terms of a consultant agreement. 1,000,000 warrants entitle the consultant 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 and 30,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share for a period of two years from the date of issue.

		The fair value of these warrants was estimated at the date of the agreement, September 8, 2011, using the Black- Scholes Option Pricing Model with the current value of the stock on the agreement date at $0.05; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 213%; and expiration date of two years. The value of the 1,000,000 and 30,000 warrants was determined to be $40,971 and $1,102, respectively. The total value of the warrants granted was recorded as a prepaid expense and amortized evenly over nine months.

	aa)	On September 19, 2011, the Company issued 320,000 shares of common stock valued at $16,000 to a consultant pursuant to the terms of the consulting agreement. $8,000 of the $16,000 was recorded as a prepaid expense and amortized evenly over nine months.

F-16

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

	bb)	On September 26, 2011, the Company issued 1,000,000 units to retire $50,000 in corporate indebtedness, 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.

	cc)	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 warrant holder, E-Ore Holdings, LLC.

	dd)	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. Since the extension was not considered a modification under ASC 718, no additional expenses were incurred with this transaction.

	ee)	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.

	ff)	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.

	gg)	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.

	hh)	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.

	ii)	On February 24, 2012, the Company issued 300,000 warrants to a consultant for arranging an agreement to lease equipment on November 1, 2011. The 300,000 warrants entitle the consultant to purchase one additional share of common stock at a price of $0.25 per share. The warrants expire October 31, 2014.

		The fair value of these warrants was estimated at the date of issuance, February 24, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.04; dividend yield of 0%; risk-free interest rate of 1.25%; volatility rate of 273%; and expiration date of October 31, 2014. The value of the 300,000 warrants was determined to be $11,496.

	jj)	On November 20, 2012, the Company issued 100,000 warrants and 100,000 units (each a “Unit”) to a consultant at a fair market value of $0.02 per Unit 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.

		The fair value of the 100,000 warrants was estimated at the date of issuance, November 20, 2012, using the Black- Scholes Option Pricing Model with the current value of the stock on the issuance date at $0.02; dividend yield of 0%; risk-free interest rate of 0.27%; volatility rate of 208%; and expiration date of November 20, 2014. The value of the 100,000 warrants was determined to be $1,387. The Company recognized a gain on settlement of accounts payable of $1,613.

F-17

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

12.	STOCK INCENTIVE PLANS

2011 Stock Incentive Plan - Effective September 7, 2010, the Company adopted the 2011 Stock Incentive Plan (the “2011 Plan"). The 2011 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 16,700,000 shares of the Company’s common stock are available for issuance under the 2011 Plan. However, the Company may increase the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2011 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2011 Plan shall at no time be greater than 15.0% of the total number of shares of common stock outstanding.

On September 7, 2010, the Company granted non-qualified stock options under the 2011 Plan for the purchase of 6,000,000 shares of common stock at $0.02 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire September 6, 2014. As of April 30, 2012, zero options under the 2011 Plan have been exercised.

From the date of inception through April 30, 2011, compensation expense related to the granting of stock options under the 2011 Plan was $178,159 and was included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a bond equivalent yield of 0.77%, volatility of 240%, estimated life of 4 years and closing stock price of $0.03 per share on the date of grant.

2010 Stock Incentive Plan - Effective December 7, 2009, the Company adopted the 2010 Stock Incentive Plan (the “2010 Plan"). The 2010 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 10,000,000 shares of the Company’s common stock are available for issuance under the 2010 Plan. However, the Company may increase the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2010 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2010 Plan shall at no time be greater than 12.5% of the total number of shares of common stock outstanding.

On December 8, 2009, the Company granted non-qualified stock options under the 2010 Plan for the purchase of 7,000,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire December 7, 2011. As of the expiration date, 1,000,000 options had been exercised and 6,000,000 options expired under the 2010 Plan.

Effective September 7, 2010, the Company suspended the 2010 Plan. No new options may be granted under the 2010 Plan and the 2010 Plan will be terminated once all outstanding options granted under the 2010 Plan have been exercised, expired or otherwise terminated.

Compensation expense related to the granting of stock options under the 2010 Plan was $391,478 and was included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 1.00%, volatility of 252%, estimated life of 2 years and closing stock price of $0.06 per share on the date of grant.

2009 Stock Incentive Plan - Effective January 12, 2009, the Company adopted the 2009 Stock Incentive Plan (the “2009 Plan"). The 2009 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 5,000,000 shares of the Company’s common stock are available for issuance under the 2009 Plan.

On January 16, 2009, the Company granted non-qualified stock options under the 2009 Plan for the purchase of 5,000,000 shares of common stock at $0.05 per share. The nonqualified stock options were granted to various officers, directors and consultants, are fully vested and expire January 15, 2011. As of the expiration date, 2,450,000 options had been exercised and 2,550,000 options expired under the 2009 Plan.

F-18

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

Compensation expense related to the granting of stock options under the 2009 Plan was $342,550 and was included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 1.00%, volatility of 316%, estimated life of 2 years and closing stock price of $0.07 per share on the date of grant.

2008 Stock Incentive Plan - Effective February 1, 2008, the Company adopted the 2008 Stock Incentive Plan (the “2008 Plan"). The 2008 Plan allowed the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 4,600,000 shares of the Company’s common stock were available for issuance under the 2008 Plan.

On February 1, 2008, the Company granted non-qualified stock options under the 2008 Plan for the purchase of 4,340,000 shares of common stock at $0.74 per share. The nonqualified stock options were granted to various officers, directors and consultants, were fully vested and expired January 31, 2010. All 4,340,000 stock options expired without exercise.

Compensation expense related to the granting of stock options under the 2008 Plan was $3,583,702 and was included in general and administrative expense. The Company calculated the value of the options using the Black-Scholes option pricing model using the following assumptions: a risk-free rate of 4.50%, volatility of 107%, estimated life of 2 years and closing stock price of $1.22 per share on the date of grant.

The following is a summary of option activity during the years ended April 30, 2013 and 2012:

				Weighted
				Average Exercise
	Number of Shares			Price
Balance, April 30, 2011	12,000,000		$	0.04

Options granted and assumed	-			0.00
Options expired	(6,000,000	)		0.05
Options exercised	-			0.00
Balance, April 30, 2012	6,000,000			0.02

Options granted and assumed	-			0.00
Options expired	-			0.00
Options exercised	-			0.00
Balance, April 30, 2013	6,000,000		$	0.02

As of April 30, 2013, 6,000,000 stock options are exercisable.

Stock warrants -

The following is a summary of warrants activity during the years ended April 30, 2013 and 2012:

F-19

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

				Weighted
				Average Exercise
	Number of Shares			Price
Balance, April 30, 2011	90,317,340		$	0.10

Warrants granted and assumed	32,385,000			0.10
Warrants canceled	(18,000,000	)		0.10
Warrants expired	(6,315,000	)		0.15
Balance, April 30, 2012	103,095,129			0.10

Warrants granted and assumed	100,000			0.10
Warrants canceled	-			0.00
Warrants expired	-			0.00
Balance, April 30, 2013	103,195,129		$	0.10

	All warrants outstanding as of April 30, 2013 are exercisable.

13.	RELATED PARTY TRANSACTIONS

	For the year ended April 30, 2013, the Company incurred $209,000, 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.

	For the year ended April 30, 2012, the Company incurred $317,799, 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.

14.	INCOME TAXES

	FASB ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect currently.

	FASB ASC 740 requires the reduction of deferred tax assets by a valuation allowance, if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. In the Company’s opinion, it is uncertain whether they will generate sufficient taxable income in the future to fully utilize the net deferred tax asset. Accordingly, a valuation allowance equal to the deferred tax asset has been recorded. The total deferred tax asset is $3,244,953 which is calculated by multiplying a 35% estimated tax rate by the cumulative net operating loss (NOL) adjusted for the following items:

For the period ended April 30,		2013			2012
Book loss for the year	$	(1,319,011	)	$	(1,743,848	)
Adjustments:
Impairment expenses		213,400			-
Allowance for doubtful accounts		14,041			-
Non-deductible stock compensation		-			91,961
Tax loss for the year	$	(1,091,570	)	$	(1,651,887	)
Estimated effective tax rate		35%			35%
Deferred tax asset	$	382,050		$	578,160

F-20

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

APRIL 30, 2013 AND 2012

(AUDITED)

The total valuation allowance is $3,244,953. Details for the last two periods are as follows:

For the period ended April 30,		2013			2012

Deferred tax asset	$	3,244,953		$	2,862,903
Valuation allowance		(3,244,953	)		(2,862,903
Current taxes payable		-			-
Income tax expense	$	-		$	-

Below is a chart showing the estimated corporate federal net operating loss (NOL) and the year in which it will expire.

Year	Amount	Expiration
2013	$1,091,570	2033
2012	$1,651,887	2032

15.	SUBSEQUENT EVENTS

	2013 Stock Incentive Plan - Effective June 20, 2013, the Company adopted the 2013 Stock Incentive Plan (the “2013 Plan"). The 2013 Plan allows the Company to grant certain options to its directors, officers, employees and eligible consultants. A total of 27,800,000 shares of the Company’s common stock are available for issuance under the 2010 Plan. However, the Company may increase the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2013 Plan provided the maximum aggregate number of shares of common stock that may be optioned and sold under the 2013 Plan shall at no time be greater than 15.0% of the total number of shares of common stock outstanding. No options have granted under the 2013 Plan.

	Effective June 20, 2013, the Company suspended the 2011 Plan. No new options may be granted under the 2011 Plan and the 2011 Plan will be terminated once all outstanding options granted under the 2011 Plan have been exercised, expired or otherwise terminated. There are presently 6,000,000 options outstanding under the 2011 Plan.

	Extension of Warrants – On July 2, 2013, we extended the expiration dates of the following warrants:
	I.	23,020,000 warrants previously issued on July 13, 2011 from an expiration date of July 12, 2013 to July 12, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share; and
	II.	1,000,000 warrants previously issued on September 26, 2011, from an expiration date of September 25, 2013 to September 25, 2014. Each warrant entitles the holder to purchase an additional share of our common stock at a price of $0.10 per share.

F-21

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A.

CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an assessment of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2013 (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.

Management’s Annual Report on Internal Control Over Financial Reporting.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting for us, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control system was designed to provide reasonable assurance to our management and Board of Directors regarding the preparation and fair presentation of published financial statements.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its assessment, management concluded that its internal control over financial reporting was effective as of the Evaluation Date.

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

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 April 30, 2013 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on the Effectiveness of Internal Controls

Our management does not expect that its disclosure controls and procedures, nor its internal control over financial reporting, will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving its objectives and our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures are effective at a reasonable, but not absolute, assurance level. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to the costs.

Because of the inherent limitations in all control systems, no assessment of controls can provide absolute assurance that all control issues and instances of fraud, if any, will be detected. Inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time the degree of compliance with the policies or procedures may deteriorate or the controls may become inadequate due to changes in conditions.

Page 15 of 28

ITEM 9B.

OTHER INFORMATION.

None.

Page 16 of 28

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth the names and positions of our officers and directors:

Name	Age	Positions
K. Ian Matheson	72	Chief Executive Officer, President and Director
Jason S. Mitchell	43	Chief Financial Officer, Treasurer, Secretary and Director
Michael C. Boyko	41	Director

Set forth below is a brief description of the background and business experience of our executive officers and directors:

K. Ian Matheson was appointed a member of our Board of Directors on June 25, 2008 and our Chief Executive Officer and President on November 19, 2008. Mr. Matheson earned a Bachelor of Commerce degree from the University of British Columbia in 1963. In 1964 and 1965 he attended McGill University in Montreal, Quebec where he earned a degree as a Chartered Accountant at the Quebec Institute of Chartered Accountants. He was admitted into the British Columbia Institute of Chartered Accountants in 1965. From 1965 to 1967 he worked as a Chartered Accountant with Coopers and Lybrand in Vancouver, BC. He is presently a member of the British Columbia Institute of Chartered Accountants and the Canadian Institute of Chartered Accountants. Mr. Matheson was a member of the board of directors of Searchlight Minerals Corp. (OTCBB) from February 10, 2005 to February 16, 2007. Mr. Matheson has also been a director and officer of numerous private companies that have been involved in the research and development of precious metals in the southern Nevada area.

Jason S. Mitchell was appointed our Chief Financial Officer and Treasurer on February 1, 2008, our Secretary on November 19, 2008, and a member of our Board of Directors on May 28, 2008. Mr. Mitchell earned a Masters of Accountancy degree from Southern Utah University in 1994. He is a Certified Public Accountant, who has, since April, 2005, been a self-employed financial consultant, providing consulting services and preparing financial statements for numerous companies. From October 1998 to October 2004, Mr. Mitchell was a corporate controller, principal accounting officer, vice president and manager of merger and acquisitions for USI Holdings Corporation, a Nasdaq listed insurance brokerage firm where Mr. Mitchell oversaw financial reporting responsibilities, prepared SEC annual and quarterly filings, generated financial models and assisted in its October 2002 $90 million initial public offering. From October 1994 to September 1998, Mr. Mitchell worked as an auditor for Arthur Andersen LLP and KPMG Peat Marwick.

Michael C. Boyko was appointed a member of our Board of Directors on April 2, 2009. Mr. Boyko obtained his Bachelor of Science in Finance from Arizona State University and is a member of the AMIGOS – Arizona Mining Association and the Arizona Society for Mining Engineers. Since 2003, Mr. Boyko has been the president and owner of Advanced Integrated Resource, LLC, a private company that markets process equipment to the mining and power industry. From 2001 to 2003, Mr. Boyko was employed at T.A. Caid Industries, a private company, where he developed a new business segment focused on equipment representation and sales to mines and power plants. From 1998 to 2001, Mr. Boyko was the managing partner and vice president of business development of BME Engineering, a private company that focused on industrial process equipment for mines and power plants, where he managed sales, marketing and manufacturing. Mr. Boyko is also Mine Safety and Health Administration (MSHA) certified.

COMMITTEES OF THE BOARD OF DIRECTORS

Our board of directors does not maintain a separately-designated standing audit committee. As a result, all of our directors act as our audit committee. K. Ian Matheson, our Chief Executive Officer and President, and Jason S. Mitchell, our Chief Financial Officer, each meet the definition of an “audit committee financial expert.” Mr. Matheson and Mr. Mitchell are not independent as they act as executive officers.

Page 17 of 28

We presently do not have a compensation committee, nominating committee, an executive committee of our board of directors, stock plan committee or any other committees.

TERMS OF OFFICE

Our directors are elected to hold office until the next annual meeting of the shareholders and until their respective successors have been elected and qualified. Our executive officers are appointed by our board of directors and hold office until removed by our board of directors, or until their successors are appointed.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our executive officers and directors, which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our Annual Report on Form 10-KSB for the fiscal year ended April 30, 2007, filed on July 30, 2007. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities (collectively, the “Reporting Persons”), to file reports of ownership and changes in ownership with the SEC. Reporting Persons are required by SEC regulations to furnish us with copies of all forms they file pursuant to Section 16(a). Based on our review of the copies of such forms received by us, no other reports were required for those persons, and we believe that during the year ended April 31, 2013, all Reporting Persons complied with all Section 16(a) filing requirements applicable to them.

ITEM 11.

EXECUTIVE COMPENSATION.

SUMMARY COMPENSATION TABLE

The following table sets forth total compensation paid to or earned by our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, during the fiscal years ended April 30, 2013 and 2012.

SUMMARY COMPENSATION TABLE
Name & Principal Position	Year End April 30,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compen- sation ($)	Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation ($)	Total ($)
K. Ian Matheson⁽¹⁾ CEO, President & Director	2013 2012	$60,000 $60,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$60,000 $60,000
Jason S. Mitchell⁽²⁾ CFO, Treasurer, Secretary & Director	2013 2012	$144,000 $136,800	$0 $1,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$144,000 $137,800
Michael C. Boyko⁽³⁾ Director of Operations & Director	2013 2012	$ 5,000 $ 120,000	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$0 $0	$ 5,000 $120,000

Notes:
(1)	Under the terms of a verbal agreement, we agreed to pay Mr. Matheson, $5,000 per month for consulting services provided by Mr. Matheson.

Page 18 of 28

(2)	Effective February 24, 2009, we entered into a management consulting agreement with Mr. Mitchell whereby Mr. Mitchell receives a consulting fee of $12,000 per month and we agreed to issue to Mr. Mitchell an aggregate of 3,000,000 restricted shares of our common stock to be distributed to Mr. Mitchell on the following basis (i) 750,000 Shares on February 24, 2009; (ii) 750,000 Shares on March 1, 2009; (iii) 750,000 Shares on March 1, 2010; and (iv) 750,000 Shares on March 1, 2011. The amounts paid to Mr. Mitchell during the fiscal years ended April 30, 2013 and 2012 were paid to Cedar Financial Inc., a company controlled by Mr. Mitchell

(3)	Under the terms of a verbal agreement, we agreed to pay Mr. Boyko $10,000 a month for management consulting services. Mr. Boyko’s consulting services ended May 2012. The amounts paid to Mr. Boyko during the fiscal years ended April 30, 2013 and 2012 were paid to Advanced Integrated Resource, a company controlled by Mr. Boyko.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information concerning unexercised options for each our named executive officers, as that term is defined in Item 402(m)(2) of Regulation S-K, as of our fiscal year ended April 30, 2013:

Name and Principal Position	Number of Securities Underlying Unexercised Options (#) Exercisable	Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options	Option Exercise Price	Option Expiration Date
K. Ian Matheson CEO, President & Director	1,200,000	--	--	$0.02	09/06/14
Jason S. Mitchell CFO, Treasurer, Secretary & Director	1,200,000	--	--	$0.02	09/06/14
Michael C. Boyko Director	1,200,000	--	--	$0.02	09/06/14

DIRECTOR COMPENSATION TABLE

During the year ended April 30, 2013, we did not pay or accrue any compensation to our Board of Directors.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

The following table sets forth certain information concerning all equity compensation plans previously approved by stockholders and all previous equity compensation plans not previously approved by stockholders, as of the most recently completed fiscal year.

Equity Compensation Plan Information

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in column (a)) (c)
Equity Compensation Plans Approved By Security Holders	Not Applicable	Not Applicable	Not Applicable
Equity Compensation Plans Not Approved By Security Holders	6,000,000	$0.02	10,700,000

Page 19 of 28

2011 Stock Option Plan

Effective September 7, 2010, we adopted the 2011 Stock Incentive Plan (the “2011 Plan"). The 2011 Plan allows us to grant certain options to our directors, officers, employees, and eligible consultants. The purpose of the 2011 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees, and eligible consultants to acquire and maintain stock ownership in us in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2011 Plan allows us to grant options to our officers, directors, and employees. In addition, we may grant options to individuals who act as our consultants, so long as those consultants do not provide services connected to the offer or sale of our securities in capital raising transactions and do not directly or indirectly promote or maintain a market for our securities.

A total of 16,700,000 shares of our common stock are available for issuance under the 2011 Plan. We may increase the maximum aggregate number of shares that may be optioned and sold under the 2011 Plan provided the maximum aggregate number of shares that may be optioned and sold under the 2011 Plan shall at no time be greater than 15% of the total number of shares of common stock outstanding.

The 2011 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 2011 Plan are those intended to qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code. However, in order to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, the 2011 Plan must be approved by our stockholders within 12 months of its adoption. The 2011 Plan has not been approved by our stockholders. Non-qualified stock options granted under the 2011 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2011 Plan are non-transferable, other than by will or the laws of descent and distribution.

The 2011 Plan terminates on September 7, 2020, unless sooner terminated by action of our Board of Directors. No option is exercisable by any person after such expiration. If an award expires, terminates or is canceled, the shares of our common stock not purchased thereunder shall again be available for issuance under the 2011 Plan.

On June 20, 2013, our Board of Directors determined that: (a) no new options may be granted under the 2011 Plan; and (b) the 2011 Plan is to be terminated once all outstanding options granted under the 2011 Plan have been exercised, expired, or otherwise terminated.

2013 Stock Option Plan

Effective June 20, 2013, we adopted the 2013 Stock Incentive Plan (the “2013 Plan"). The 2013 Plan allows us to grant certain options to our directors, officers, employees, and eligible consultants. The purpose of the 2013 Plan is to enhance our long-term stockholder value by offering opportunities to our directors, officers, employees, and eligible consultants to acquire and maintain stock ownership in us in order to give these persons the opportunity to participate in our growth and success, and to encourage them to remain in our service.

The 2013 Plan allows us to grant options to our officers, directors, and employees. In addition, we may grant options to individuals who act as our consultants, so long as those consultants do not provide services connected to the offer or sale of our securities in capital raising transactions and do not directly or indirectly promote or maintain a market for our securities.

A total of 27,800,000 shares of our common stock are available for issuance under the 2013 Plan. We may increase the maximum aggregate number of shares that may be optioned and sold under the 2013 Plan provided the maximum aggregate number of shares that may be optioned and sold under the 2013 Plan shall at no time be greater than 15% of the total number of shares of common stock outstanding less any other outstanding options issued under previous stock option plans.

The 2013 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 2013 Plan are those intended to qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code.

Page 20 of 28

However, in order to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, the 2013 Plan must be approved by our stockholders within 12 months of its adoption. The 2013 Plan has not been approved by our stockholders. Non-qualified stock options granted under the 2013 Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

Options granted under the 2013 Plan are non-transferable, other than by will or the laws of descent and distribution.

The 2013 Plan terminates on June 20, 2023, unless sooner terminated by action of our Board of Directors. No option is exercisable by any person after such expiration. If an award expires, terminates, or is canceled, the shares of our common stock not purchased thereunder shall again be available for issuance under the 2013 Plan.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information concerning the number of shares of our common stock owned beneficially as of July 26, 2013 by: (i) each person (including any group) known to us to own more than five percent (5%) of any class of our voting securities, (ii) each of our directors and each of our named executive officers (as defined under Item 402(m)(2) of Regulation S-K), and (iii) officers and directors as a group. Unless otherwise indicated, the shareholders listed possess sole voting and investment power with respect to the shares shown.

Title of Class	Name and Address of Beneficial Owner	Number of Shares of Common Stock⁽¹⁾	Percentage of Common Stock⁽¹⁾
DIRECTORS AND OFFICERS
Common Stock	K. Ian Matheson CEO, President & Director	93,811,000 Shares (direct & indirect)⁽²⁾	42.9%
Common Stock	Jason S. Mitchell CFO, Treasurer, Secretary & Director	79,080,000 Shares (direct & indirect)⁽³⁾	37.4%
Common Stock	Michael C. Boyko Director	4,800,000 Shares (direct & indirect)⁽⁴⁾	2.6%
Common Stock	All Officers and Directors as a Group (3 persons)	122,111,000 Shares (direct & indirect)	52.8%
5% SHAREHOLDERS
Common Stock	K. Ian Matheson CEO, President & Director 2215 Lucerne Circle Henderson, NV 89014	93,811,000 Shares (direct & indirect)⁽²⁾	42.9%
Common Stock	Jason S. Mitchell CFO, Treasurer, Secretary & Director 87 Fountainhead Circle (Street) Henderson, NV 89052	79,080,000 Shares (direct & indirect)⁽³⁾	37.4%
Common Stock	E-Ore Holdings LLC 2580 Anthem Village Dr., Suite 112 Henderson, NV 89052	40,900,000 Shares (direct)⁽⁵⁾	21.1%

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Notes:

(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of common shares actually outstanding on July 26, 2013. As of July 26, 2013, there were 185,593,141 common shares issued and outstanding.

(2)	The number of shares listed as beneficially owned by Mr. Matheson consist of: (i) 20,351,000 common shares held directly by Mr. Matheson; (ii) 180,000 common shares held by Mr. Matheson in trust; (iii) 800,000 common shares held by Royal City Minerals Inc., a company controlled by Mr. Matheson; (iv) 32,200,000 common shares held by E- Ore Holdings LLC, a company controlled by Mr. Matheson; (v) 7,840,000 common shares held by Gold Crown Holdings, LLC, a company controlled by Mr. Matheson; (vi) warrants to acquire 8,000,000 common shares at an exercise price of $0.10 per share until February 23, 2014; (vii) warrants to acquire 3,300,000 common shares at an exercise price of $0.10 per share until January 17, 2014; (viii) warrants to acquire 2,400,000 common shares at an exercise price of $0.10 per share until July 17, 2013; (ix) warrants to acquire 2,000,000 common shares at an exercise price of $0.10 per share until January 20, 2014 ; (x) warrants to acquire 7,020,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until January 17, 2014; (xi) warrants to acquire 280,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until July 12, 2014; (xii) warrants to acquire 1,400,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until January 19, 2014; (xiii) warrants to acquire 400,000 common shares held by Royal City Minerals Inc. at an exercise price of $0.10 per share until February 23, 2014; (xiv) warrants to acquire 400,000 common shares held by Royal City Minerals Inc. at an exercise price of $0.10 per share until January 30, 2014; (xv) warrants to acquire 3,000,000 common shares held by Gold Crown Holdings LLC at an exercise price of $0.10 per share until January 30, 2014; (xvi) warrants to acquire 1,040,000 common shares held by Gold Crown Holdings, LLC at an exercise price of $0.10 per share until July 13, 2013; (xvii) warrants to acquire 2,800,000 common shares held by Gold Crown Holdings, LLC at an exercise price of $0.10 per share until January 29, 2014; and (xviii) an option to acquire 1,200,000 common shares at an exercise price of $0.02 per share until September 6, 2014.

(3)	The number of shares listed as beneficially owned by Mr. Mitchell consist of: (i) 6,500,000 common shares held directly by Mr. Mitchell; (ii) 32,200,000 common shares held by E-Ore Holdings LLC, a company controlled by Mr. Mitchell; (iii) 7,840,000 common shares held by Gold Crown Holdings, LLC, a company controlled by Mr. Mitchell; (iv) 6,800,000 common shares held by PPI Holdings, LLC, a company controlled by Mr. Mitchell; (v) warrants to acquire 1,000,000 common shares at an exercise price of $0.10 per share until February 23, 2014; (vi) warrants to acquire 1,200,000 common shares at an exercise price of $0.10 per share until January 17, 2014; (vii) warrants to acquire 2,000,000 common shares held by Pilot Plant Inc. at an exercise price of $0.10 per share until February 23, 2014; (viii) warrants to acquire 7,020,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until January 17, 2014; (ix) warrants to acquire 280,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until July 12, 2014; (x) warrants to acquire 1,400,000 common shares held by E-Ore Holdings LLC at an exercise price of $0.10 per share until January 29, 2014; (xi) warrants to acquire 3,000,000 common shares held by Gold Crown Holdings LLC at an exercise price of $0.10 per share until January 30, 2014; (xii) warrants to acquire 1,040,000 common shares held by Gold Crown Holdings, LLC at an exercise price of $0.10 per share until July 13, 2013; (xii) warrants to acquire 2,080,000 common shares held by Gold Crown Holdings, LLC at an exercise price of $0.10 per share until January 29, 2014 (xiv) warrants to acquire 2,000,000 common shares held by PPI Holdings LLC, a company controlled by Mr. Mitchell, at an exercise price of $0.10 per share until January 30, 2014; (xv) warrants to acquire 2,800,000 common shares held by PPI Holdings LLC, a company controlled by Mr. Mitchell, at an exercise price of $0.10 per share until January 29, 2014; and (xvi) an option to acquire 1,200,000 common shares at an exercise price of $0.02 per share until September 6, 2014.

(4)	The number of shares listed as beneficially owned directly by Mr. Boyko consists of: (i) 2,500,000 common shares held by Mr. Boyko; (ii) warrants to acquire 500,000 common shares at an exercise price of $0.10 per share until January 17, 2014; (iii) warrants to acquire 600,000 common shares at an exercise price of $0.10 per share until January 30, 2014; and (v) an option to acquire 1,200,000 common shares at an exercise price of $0.02 per share until September 6, 2014

(5)	The number of shares listed as beneficially owned directly by E-Ore Holdings LLC consists of (i) 32,200,000 common shares held by E-Ore Holdings LLC, (i) warrants to acquire 7,020,000 common shares at an exercise price of $0.10 per share until January 17, 2014; (ii) warrants to acquire 280,000 common shares at an exercise price of $0.10 per share until July 13, 2013; and warrant to acquire 1,040,000 shares at an exercise price of $0.10 per share until January 29, 2014.

Page 22 of 28

CHANGES IN CONTROL

We are not aware of any arrangement that might result in a change in control in the future.

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

RELATED TRANSACTIONS

Except as described below, none of the following parties has, during the last two fiscal years, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding shares of common stock;
	(iv)	Any of our promoters; and
	(v)	Any relative or spouse of any of the foregoing persons who has the same house as such person.

Indebtedness

We have received a number of short-term loans from our directors, officers and companies controlled by our directors and officers. The funds received from these loans have been used by us as general working capital as we pursue our plan of operation. A summary of the amounts owed to related parties is provided below:

(a)	As at April 30, 2013 and 2012, we were indebted to Mr. Matheson for principal amounts totaling $757,877 and $223,190, respectively. The amounts bear interest at a rate of 10% per annum, are unsecured and due on demand. Accrued Interest at April 30, 2013 and 2012 totaled $57,781 and $5,778, respectively. As at April 30, 2013 and 2012 we are indebted to Mr. Matheson for $135,000 and $75,000, respectively, in accrued compensation.

(b)	As at April 30, 2013 and 2012, we were indebted to PPI Holdings LLC, a company controlled by Mr. Mitchell, in the principal amount of $237,516, which was PPI Holdings LLC’s cost to build an Extraction Processing Plant for us. Additionally, we were indebted to PPI Holdings, LLC for the principal amount totaling $40,000 at April 30, 2013 and 2012. The amount bears interest at a rate of 10% per annum, are unsecured and due on demand. Accrued Interest at April 30, 2013 and 2012 totaled $4,614 and $0, respectively.

(c)	As at April 30, 2013 and 2012, we were indebted to Gold Crown Holdings LLC, a company controlled by Mr. Matheson and Mr. Mitchell, for interest accrued in the amount of $1,000.

(d)	As at April 30, 2013 and 2012 we are indebted to Mr. Boyko for $75,000 in accrued compensation.

Private Placements with Related Parties

During the years ended April 30, 2013 and 2012, we completed the following private placements to our directors, officers and companies controlled by our directors and officers.

(a)

On July 13, 2011 we issued: (i) 2,400,000 units to Mr. Matheson to settle outstanding indebtedness of $120,000; (ii) 9,300,000 units to Mr. Matheson’s spouse to settle outstanding indebtedness of $465,000; (iii) 280,000 units to E-Ore Holdings, LLC to settle outstanding indebtedness of $14,000; and (iv) 1,040,000 units to Gold Crown Holdings, LLC to settle outstanding indebtedness of $52,000. Each unit consists 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 year from the date of issue.

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(b)

On January 30, 2012, we issued: (i) 2,000,000 units to Mr. Matheson to settle outstanding indebtedness of $100,000; (ii) 2,800,000 units to PPI Holdings, LLC to settle outstanding indebtedness of $140,000; (iii) 1,400,000 units to E-Ore Holdings, LLC to settle outstanding indebtedness of $70,000; and (iv) 2,800,000 units to Gold Crown Holdings, LLC to settle outstanding indebtedness of $140,000. Each unit consists 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 year from the date of issue.

DIRECTOR INDEPENDENCE

Our common stock is quoted on the OTC Bulletin Board inter-dealer quotation system, which does not have director independence requirements. Under NASDAQ Rule 5605(a)(2), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. All of our directors are considered executive officers under Rule 3b-7 of the Exchange Act. Therefore, none of our directors are independent.

As a result of our limited operating history and minimal resources, our management believes that it will have difficulty in attracting independent directors. In addition, we would likely be required to obtain directors and officers insurance coverage in order to attract and retain independent directors. Our management believes that the costs associated with maintaining such insurance is prohibitive at this time.

ITEM 14.

PRINCIPAL ACCOUNTING FEES AND SERVICES.

The aggregate fees billed for the fiscal years ended April 30, 2013 and 2012 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our Quarterly Reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

		Year Ended April 30, 2013		Year Ended April 30, 2012

Audit Fees	$	25,250	$	24,700
Audit-Related Fees		-		-
Tax Fees	$	1,000	$	1,000
All Other Fees		-		-
Total	$	26,250	$	25,700

Page 24 of 28

PART IV

ITEM 15.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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⁾
10.7	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⁾

Page 25 of 28

Exhibit
Number	Description of Exhibits
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⁾
10.46	Agreement dated June 14, 2012 between the Company and Phoenix PMX LLC.⁽²⁵⁾
10.47	2013 Stock Incentive Plan.⁽²⁶⁾
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.

Page 26 of 28

Exhibit
Number	Description of Exhibits
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.

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

(26) Filed with the SEC as an exhibit to our Current Report on Form 8-K filed June 24, 2013.

Page 27 of 28

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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:	July 30, 2013	By:	/s/ K. Ian Matheson
			K. IAN MATHESON
			Chief Executive Officer, President and Secretary
			(Principal Executive Officer)



Date:	July 30, 2013	By:	/s/ Jason S. Mitchell
			JASON S. MITCHELL
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Date:	July 30, 2013	By:	/s/ K. Ian Matheson
			K. IAN MATHESON
			Director



Date:	July 30, 2013	By:	/s/ Jason S. Mitchell
			JASON S. MITCHELL
			Director



Date:	July 30, 2013	By:	/s/ Michael C. Boyko
			MICHAEL C. BOYKO
			Director