Royal Mines and Minerals 10Q 2009 Q1 Quarterly report

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

FORM 10-Q

(Mark One)

[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period endedJuly 31, 2008

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the transition period from ________to ________

COMMISSION FILE NUMBER000-52391

ROYAL MINES AND MINERALS CORP.
(Exact name of registrant as specified in its charter)

NEVADA	20-4178322
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

Suite 112, 2580 Anthem Village Dr.
Henderson, NV	89052
(Address of principal executive offices)	(Zip code)

(702) 588-5973
(Registrant's telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [X]No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ]No [X]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:As of September 8, 2008, the Registrant had 46,352,252 shares of common stockoutstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended July 31, 2008 are not necessarily indicative of the results that can be expected for the year ending April 30, 2009.

As used in this Quarterly 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 Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

BALANCE SHEET

(Unaudited)

		As of			As of
		July 31, 2008			April 30, 2008

ASSETS

Current assets
Cash and cash equivalents	$	9,555		$	9,794
Prepaid expense		3,848			3,848
Total current assets		13,403			13,642

Property and equipment, net (Note 2)		175,167			200,167
Intellectual property (Note 3)		200,000			200,000
Mineral properties (Note 4)		22,500			22,500
Other assets		5,500			5,500
Total non-current assets		403,167			428,167

Total assets	$	416,570		$	441,809


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities
Accounts payable	$	145,639		$	127,310
Accounts payable - related party (Note 5)		125,801			69,308
NVRM payable (Note 6)		102,683			102,683
Loans payable (Note 7)		609,128			515,289
Share subscriptions received (Note 8)		100,000			-
Current portion of long-term debt (Note 9)		2,416			3,841
Total current liabilities		1,085,667			818,431

Long-term debt (Note 9)		-			-

Total liabilities		1,085,667			818,431

Commitments and contingencies (Note 10)

Stockholders' equity (deficit) (Note 11 and 12)
Common stock, $0.001 par value; 300,000,000 shares
authorized, 46,152,252 and 26,401,000 shares,
respectively, issued and outstanding		46,152			46,152
Preferred stock, $0.001 par value; 100,000,000 shares
authorized, zero shares issued and outstanding		-			-
Additional paid-in capital		5,525,938			5,525,938
Accumulated deficit during development stage		(6,241,187	)		(5,948,712	)
Total stockholders' equity (deficit)		(669,097	)		(376,622	)

Total liabilities and stockholders' equity (deficit)	$	416,570		$	441,809

See Accompanying Notes to Financial Statements
F-2

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

								For the Period
								July 13, 2005
								(Date of Inception)
		For the Three Months Ended						Through
		July 31, 2008			July 31, 2007			July 31, 2008


Revenue	$	-		$	-		$	-

Operating expenses
Mineral exploration and evaluation expenses		136,903			273,684			1,511,854
General and administrative (Note 12)		116,704			213,488			4,665,045
Depreciation and amortization (Note 2)		25,000			25,000			133,333

Total operating expenses		278,607			512,172			6,310,232

Loss from operations		(278,607	)		(512,172	)		(6,310,232	)

Other income (expense):
Other income		-			-			94,115
Interest income		-			2,792			4,551
Interest expense		(13,868	)		(1,858	)		(29,621	)

Total other income (expense)		(13,868	)		934			69,045

Loss from operations before provision for income taxes		(292,475	)		(511,238	)		(6,241,187	)

Income tax benefit		-			-			-

Net loss	$	(292,475	)	$	(511,238	)	$	(6,241,187	)

Loss per common share - basic and diluted:
Net loss	$	(0.01	)	$	(0.02	)

Weighted average common shares outstanding -
Basic and diluted		46,152,252			30,091,455

See Accompanying Notes to Financial Statements
F-3

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

(Unaudited)

								Accumulated
								Deficit During			Total
	Common Stock				Additional			Exploration			Stockholders'
	Shares		Amount		Paid-in Capital			Stage			Equity (Deficit)

Balance, July 13, 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. (Note 14)	-		-		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	)

Net loss	-		-		-			(292,475	)		(292,475	)

Balance, July 31, 2008	46,152,252		46,152		5,525,938			(6,241,187	)		(669,097	)

See Accompanying Notes to Financial Statements
F-4

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

								For the Period
								July 13, 2005
								(Date of Inception)
		For the Three Months Ended						Through
		July 31, 2008			July 31, 2007			July 31, 2008

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(292,475	)	$	(511,238	)	$	(6,241,187	)
Adjustments to reconcile loss from operating
to net cash used in operating activities:
Depreciation and amortization		25,000			25,000			133,333
Stock based expenses (Note 13)		-			-			3,583,702
Changes in operating assets and liabilities:
Other current assets		-			(13,227	)		(3,848	)
Other assets		-			(5,500	)		(5,500	)
Accounts payable and accrued liabilities		32,157			(171,369	)		267,664
Accounts payable - related party		56,493			27,324			125,801

Net cash used in operating activities		(178,825	)		(649,010	)		(2,140,035	)

CASH FLOW FROM INVESTING ACTIVITIES
Cash paid on mineral property claims		-			-			(12,000	)
Cash acquired on reverse merger		-			-			2,306
Purchase of fixed assets		-			-			(308,500	)

Net cash used in investing activities		-			-			(318,194	)

CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from stock issuance		-			940,467			1,841,081
Share subscriptions		100,000			-			100,000
Proceeds / (Payments) on long-term debt		(1,426	)		(1,847	)		2,416
Proceeds / (Payments) on borrowings		80,012			(88,855	)		524,287

Net cash provided by financing activities		178,586			849,765			2,467,784

NET CHANGE IN CASH		(239	)		200,755			9,555

CASH AT BEGINNING OF PERIOD		9,794			338,647			-

CASH AT END OF PERIOD	$	9,555		$	539,402		$	9,555


SUPPLEMENTAL INFORMATION

Interest Paid	$	42		$	1,858		$	2,782
Income Taxes Paid	$	-		$	-		$	-

SUPPLEMENTARY DISCLOSURE FOR NON-CASH
INVESTING AND FINANCING ACTIVITIES

Acquisition of intellectual property for stock	$	-		$	-		$	200,000
Acquisition of mineral property for stock	$	-		$	-		$	10,500
Stock issued in reverse acquisition of Centrus Ventures Inc.	$	-		$	-		$	(63,194	)

See Accompanying Notes to Financial Statements
F-5

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES

	Basis of presentation– These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year-end is April 30.

	Description of Business– The Company is considered an exploration stage company. The Company's primary objective is to bring into commercial production the Company’s mining assets by refining the extracted precious and base metals, and then generate revenues from sales of these refined metals to established commodity brokers. The Company has not yet realized any revenues from its primary objective.

	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 July 31, 2008, the Company incurred cumulative net losses of approximately $6,241,187 from operations and has negative working capital of $1,072,264. The Company is still in the exploration stage and has not commenced its mining and metals extraction processing operations, raising substantial doubt about its ability to continue as a going concern.

	The ability of the Company to continue as a going concern is dependent on the Company raising additional sources of capital and the successful execution of the Company’s strategic plan. 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.

F-6

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)

	The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

	Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

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

	Property and Equipment- Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income (expense).

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

	Mineral Property Rights– The Company capitalizes acquisition and option costs of mineral property rights in accordance with Emerging Issues Task Force (EITF) abstract 04-02. The amount capitalized represents the fair value at the time the mineral rights are acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.

	Exploration Costs– Mineral exploration costs are expensed as incurred.

	Impairment of Long-Lived Assets– The Company evaluates the carrying value of acquired mineral property rights in accordance with EITF 04-03, “Mining Assets: Impairment and Business Combinations,” using the Value Beyond Proven and Probable (VBPP) method. The fair value of a mining asset generally includes both VBPP and an estimate of the future market price of the minerals.

	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. Asset impairment is considered to exist if the total estimated future cash flows, on an undiscounted basis, are less than the carrying amount of the long-lived asset. An impairment loss is measured and recorded based on the discounted estimated future cash flows. Future cash flows are based on estimated quantities of recoverable minerals, expected gold and other commodity prices (considering current and historical prices, price trends and related factors), production levels and cash costs of production, capital and reclamation costs, all based on detailed engineering life-of-mine plans.

	In estimating future cash flows, assets are grouped at the lowest levels for which there are identifiable cash flows that are largely independent of future cash flows from other asset groups. With the exception of other mine-related exploration potential and exploration potential in areas outside of the immediate mine-site, all assets at a particular operation are considered together for purposes of estimating future cash flows. In the case of mineral interests associated with other mine-related exploration potential and exploration potential in areas

F-7

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)

	outside of the immediate mine-site, cash flows and fair values are individually evaluated based primarily on recent exploration results.

	Various factors could impact the Company’s ability to achieve forecasted production schedules from proven and probable reserves. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions used in the cash flow models used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from exploration stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. Material changes to any of these factors or assumptions discussed above could result in future impairment charges to operations.
��
	Fair Value of Financial Instruments– Statement of Financial Accounting Standards (SFAS) No. 107, “Disclosure about Fair Value of Financial Instruments,” requires the Company to disclose, when reasonably attainable, the fair market value of its assets and liabilities which are deemed to be financial instruments. The carrying amounts and estimated fair value of the Company’s financial instruments approximate their fair value.

	Revenue Recognition– Revenues are recognized during the period in which they are received. Costs and expenses are recognized during the period in which they are incurred.

	Research and Development- All research and development expenditures during the period have been charged to operations.

	Earnings (Loss) Per Share- The Company follows SFAS No. 128, “Earnings Per Share” and SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and 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, that were not included in the computations of diluted earnings per share because the effect would be antidilutive were 4,340,000 and zero on July 31, 2008 and July 31, 2007, respectively

	Income Taxes- The Company accounts for its income taxes in accordance with SFAS No. 109, “Accounting for 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.

	On July 13, 2006, the Financial Accounting Standards Board (FASB) issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – An Interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with SFAS No. 109, and prescribes a recognition threshold and measurement attributes for financial statement disclosure of tax positions taken or expected to be taken on a tax return. Under FIN 48, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more- likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position

F-8

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)

	will not be recognized if it has less than 50% likelihood of being sustained. Additionally, FIN 48 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company adopted the provision of FIN 48 on April 30, 2007, which did not have any impact on the financial statements.

	Reclassification- Certain reclassifications have been made to the prior year’s financial statements to conform to the current year’s presentation, with no effect on previously reported net loss.

	Expenses of Offering- The Company accounts for specific incremental costs directly to a proposed or actual offering of securities as a direct charge against the gross proceeds of the offering.

	Stock-Based Compensation– On December 16, 2004, the FASB issued SFAS No. 123R, “Share-Based Payment”, which replaces SFAS No. 123, “Accounting for Stock-Based Compensation” and supersedes APB Opinion No. 25, “Accounting for Stock Issued to Employees.” SFAS No. 123R 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. SFAS No. 123R was to be effective for interim or annual reporting periods beginning on or after June 15, 2005, but in April 2005 the SEC issued a rule that will permit most registrants to implement SFAS No. 123R at the beginning of their next fiscal year, instead of the next reporting period as required by SFAS No. 123R. The pro forma disclosures previously permitted under SFAS No. 123 no longer will be an alternative to financial statement recognition. Under SFAS No. 123R, the Company must determine the appropriate fair value model to be used for valuing share-based payments, the amortization method for compensation cost and the transition method to be used at date of adoption. The transition methods include prospective and retroactive adoption option. Under the retroactive option, prior periods may be restated either as of the beginning of the year of adoption or for all periods presented. The prospective method requires that compensation expense be recorded for all unvested stock options and restricted stock at the beginning of the first quarter of adoption of SFAS No. 123R, while the retroactive methods would record compensation expense for all unvested stock options and restricted stock beginning with the first period restated. The Company has adopted the requirements of SFAS No. 123R for the fiscal year beginning after April 30, 2006.

	New Accounting Pronouncements– In December 2007, the FASB issued SFAS No. 141(R), “Business Combinations,” which amends SFAS No. 141, and provides revised guidance for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in the acquiree. It also provides disclosure requirements to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141(R) is effective for the Company’s fiscal year beginning May 1, 2009 and is to be applied prospectively. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations and cash flows.

	In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an amendment of ARB No. 51” which establishes accounting and reporting standards pertaining to ownership interests in subsidiaries held by parties other than the parent, the amount of net income attributable to the parent and to the noncontrolling interest, changes in a parent’s ownership interest, and the valuation of any retained noncontrolling equity investment when a subsidiary is deconsolidated. SFAS No. 160 also establishes disclosure requirements that clearly identify and distinguish between the interests of the parent and the interests of the noncontrolling owners. SFAS No. 160 is effective for the Company’s fiscal year beginning May 1, 2009. The Company is currently evaluating the potential impact of adopting this statement on the Company’s financial position, results of operations and cash flows.

	In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB SFAS No. 115,” which permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently required to be measured at

F-9

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)

	fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 also establishes presentation and disclosure requirements designed to facilitate comparisons between entities that choose different measurement attributes for similar types of assets and liabilities. SFAS No. 159 does not affect any existing accounting literature that requires certain assets and liabilities to be carried at fair value, nor eliminate disclosure requirements included in other accounting standards, including requirements for disclosures about fair value measurements included in SFAS No. 157, “Fair Value Measurements,” and SFAS No. 107, “Disclosures about Fair Value of Financial Instruments.” SFAS No. 159 is effective for fiscal years beginning after November 15, 2007.

	In September 2006, the FASB issued SFAS No. 158 “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans.” SFAS No. 158 requires companies to recognize the over funded or under funded status of a defined benefit postretirement plan as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income. SFAS No. 158 requires companies to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The Company adopted SFAS No. 158 effective for the fiscal year ending April 30, 2007. Adoption of this statement had no impact on the Company’s financial position or results of operations.

	In September 2006, the FASB issued statement SFAS No. 157, “Fair Value Measurements.” SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007, with earlier application encouraged. Any amounts recognized upon adoption as a cumulative effect adjustment will be recorded to the opening balance of retained earnings in the year of adoption. Adoption of this statement had no impact on the Company’s financial position or results of operations.

	In September 2006, the Securities and Exchange Commission (SEC) issued Staff Accounting Bulletin No. 108 (SAB 108). SAB 108 considers the effects of prior year misstatements when quantifying misstatements in the current year financial statements. It is effective for fiscal years ending after November 15, 2006. Adoption of this statement had no impact on the Company’s financial position or results of operations.

	In August 2006, the SEC published amendments to the disclosure requirements for executive and director compensation, related party transactions, director independence, security ownership by officers and directors and other corporate governance matters. The rules affect disclosure in proxy statements, annual reports and registration statements. These amendments are effective for filings for fiscal years ending on or after December 15, 2006. The effects of these amendments have been incorporated into our financial reporting.

	In March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of Financial Assets,” which amends SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,” to require that all separately recognized servicing assets and liabilities be initially measured at fair value. Further, SFAS No 156 permits, but does not require, the subsequent measurement of servicing assets and liabilities at fair value. Moreover, SFAS No. 156 requires additional disclosures and separate balance sheet presentation of the carrying amounts of servicing assets and liabilities that are subsequently measured at fair value. Adoption of this statement had no impact on the Company’s financial position or results of operations.

	In February 2006, the FASB issued SFAS No. 155, “Accounting for Certain Hybrid Financial Instruments,” which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,” and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities.”

F-10

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

1.	DESCRIPTION OF BUSINESS, HISTORY AND SUMMARY OF SIGNIFICANT POLICIES(continued)

	SFAS No. 155 permits fair value measurement for any hybrid financial instrument that contains an embedded derivative that otherwise would require bifurcation, establishes a requirement to evaluate interests in securitized financial assets to identify interests that are freestanding derivatives or hybrid financial instruments containing embedded derivatives.Adoption of this statement had no impact on the Company’s financial position or results of operations.

2.	PROPERTY AND EQUIPMENT

	Property and equipment consists of the following:

		As of		As of
		July 31, 2008		April 30, 2008
Process, lab and office equipment	$	308,500	$	308,500
Less: accumulated depreciation		133,333		108,333
	$	175,167	$	200,167

3.	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 cash payment was/will be paid as follows: (i) $175,000 on or before May 31, 2007; and (ii) the balance of $125,000, less any debt assumed and payables due to the Company, on or before September 30, 2008. 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.

4.	MINERAL PROPERTIES

	As of July 31, 2008 and April 30, 2008, mineral properties totaling $22,500 and $22,500, respectively, consist of twenty-five (25) mining claims located south of Searchlight, Nevada in the Piute Valley. On January 28, 2007, the Company entered into mineral option agreements to acquire an 87.5% interest in twenty-four (24) mining claims with the issuance of 1,050,000 shares of the Company’s common stock on the date of signing of the option agreement and 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. Each of the twenty-four mining claims is comprised of 160 acres. The transaction was valued at an agreed upon price of $10,500. Renewal fees of $3,000 on the twenty-four (24) mining claims will be capitalized annually.

	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, a $4,000 rental fee in August and will pay $4,000 annually thereafter. The Company will also pay an annual royalty equal to five (5) percent of the net profit from the mining production.

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

F-11

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

5.	ACCOUNTS PAYABLE - RELATED PARTY

	As of July 31, 2008 and April 30, 2008, accounts payable – related party consisted of $125,801 and $69,308, respectively, due to directors and officers of the Company for consulting fees, administration fees and reimbursable expenses.

6.	NVRM PAYABLE

	As of July 31, 2008 and April 30, 2008, NVRM payable consists of $102,683 and $102,683 ($125,000 less $10,317 of debt assumed and a $12,000 receivable due to the Company), respectively, payable to New Verde River Mining and Robert H. Gunnison pursuant to the NVRM Agreement noted above.

7.	LOANS PAYABLE

	As of July 31, 2008 and April 30, 2008, loans payable of $609,128 and $515,289, respectively, consists of borrowings from one director and one affiliate (5% or greater beneficial owner) of the Company. The balances bear 10% interest, are unsecured and are due on demand.

8.	SHARE SUBSCRIPTIONS RECEIVED

	As of July 31, 2008 and April 30, 2008, the Company had received subscriptions for 200,000 and zero shares of common stock for cash at $0.50 per share, aggregating $100,000 and zero, respectively.

9.	LONG-TERM DEBT

	As of July 31, 2008 and April 30, 2008, long-term debt consists of $2,416 and $3,841, respectively. The long- term debt was assumed in the NVRM Agreement for the financing of a John Deere loader. The balance bears interest at 4.9% and is secured by the loader. The current portion of long-term debt at July 31, 2008 and April 30, 2008 is $2,416 and $3,841, respectively.

10.	COMMITMENTS AND CONTINGENCIES

	Lease obligations– The Company has operating leases for its corporate office and plant facility. Future minimum lease payments under the operating leases as of July 31, 2008 are as follows:

Fiscal year ending April 30, 2009	$	54,671
Fiscal year ending April 30, 2010	$	64,616
Thereafter	$	10,822

	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, 2008 and 2007, there were 46,152,252 and 26,401,000 shares of common stock outstanding and zero and zero shares of preferred stock outstanding, respectively. 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.

F-12

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

11.	STOCKHOLDERS’ EQUITY(continued)

	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.

	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.

12.	2008 STOCK INCENTIVE PLAN

	Effective February 1, 2008, the Company’s Board of Directors adopted the 2008 Stock Incentive Plan (the “2008 Plan"). The 2008 Plan will allow 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 are available for issuance under the 2008 Plan. However, the maximum aggregate number of shares of the Company’s common stock that may be optioned and sold under the 2008 Plan will increase effective on the first day of each of the Company’s fiscal quarters by an amount equal to the lesser of: (a) 10% of the total increase in the number of shares of common stock outstanding during the previous fiscal quarter; or (b) such lesser number of shares of common stock as may be determined by the Company’s Board of Directors.

	The 2008 Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the 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 Plan must be approved by the stockholders of the Company within 12 months of its adoption. The Plan has not been approved by the Company's stockholders. Non- qualified stock options granted under the Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

	The 2008 Plan provides that the exercise price for incentive stock options be the fair market value of the stock at the date of the grant and the option price for non-qualified stock options be no less than 75% of the fair market value of the stock at the date of the grant. The maximum term of an option shall be established for that

F-13

ROYAL MINES AND MINERALS CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

12.	2008 STOCK INCENTIVE PLAN(continued)

	option by the Board of Directors or, if not so established, shall be ten years from the grant date. Options granted under the 2008 Plan become exercisable and expire as determined by the Board of Directors.

	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, are fully vested and expire January 31, 2010.

	From the date of inception through July 31, 2008, compensation expense related to the granting of stock options was $3,583,702 and is 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. There was no expense incurred related to the granting of stock options for the three months ended July 31, 2008 or 2007.

13.	RELATED PARTY TRANSACTIONS

	For the three months ended July 31, 2008 and 2007, the Company incurred $96,000 and $84,000, respectively, in consulting fees expense from companies with a common director or officer.

14.	INCOME TAXES

	At July 31, 2008 and 2007, the Company had a federal operating loss carryforward of approximately $2,064,600 and $655,400, respectively, which expires through 2028.

F-14

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate," "believe," "estimate," "should," "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II – Item 1A. Risk Factors" and elsewhere in this Quarterly Report. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our Annual Reports, Quarterly Reports and Current Reports, that we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

Overview

We were incorporated on December 14, 2005 under the laws of the State of Nevada.

We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties. Effective on October 5, 2007, we completed the acquisition of Royal Mines Inc. (“RMI”), a company engaged in the acquisition and exploration of mineral properties. As a result of our acquisition of RMI, we acquired an interest in the Piute Valley Lakebed Claims, which are described in more detail below. In addition, we also acquired an interest in a proprietary technology for the lixiviation of minerals using thiourea stabilization (the “Lixiviation Technology”) and certain laboratory equipment and facilities for the purposes of testing and utilizing the Lixiviation Technology (the “Phoenix Pilot Production Facility”). The lixiviation of minerals is the process of using chemicals to extract metals from mineral ore. Thiourea is a more environmentally friendly lixiviant than cyanide or sulfuric acid, which have traditionally been used for this purpose.

Effective September 2, 2008, our interest in our mineral claim located in the Yellow Pine Mining District, Clark County that we called the “Royal Blue Claim” lapsed. We allowed our Royal Blue Claim to lapse in order to focus our resources on the exploration and development of our Piute Valley Lakebed Claims.

Recent Corporate Developments

The following corporate developments occurred since our fiscal year ended April 30, 2008:

1.	On May 28, 2008, we increased the size of our Board of Directors from one to two members and appointed Jason S. Mitchell to fill the vacancy on the Board.

2.	On June 25, 2008, we increased the size of our Board of Directors from two to three members and appointed K. Ian Matheson to fill the vacancy on the Board.

3.	Also on June 25, 2008, we appointed Logan B. Anderson as our Vice President – Finance. On September 11, 2008, Mr. Anderson resigned as our Vice President – Finance. Mr. Andersons’ resignation was not due to any disagreements relating to our operations, policies or practices.

4.	On September 3, 2008, we completed a private placement of 200,000 Units at $0.50 per Unit for total proceeds of $100,000 to one investor. Each Unit is comprised of one share of our common stock and one-half share purchase warrant with each whole warrant entitling the holder to purchase on additional share of our common stock at a price of $0.75 per share for a period ending September 2, 2010. This private placement was completed pursuant to the provisions of

Regulation S promulgated under the Securities Act of 1933 (the “Securities Act”). We did not engage in a distribution of this offering in the United States. The investor represented that it was not a US Person as defined in Regulation S and has provided representations indicating it was acquiring our securities for investment purposes.

The Piute Valley Lakebed Claims

The Piute Valley Lakebed Claims is a potential gold project consisting of the options to 12 mineral claims, covering approximately 1,920 acres, located in Clark County, Nevada. We had originally acquired the options to 24 mineral claims covering of approximately 3,840 acres. However, it came to our attention that eight of the original mineral claims have been segregated by the Bureau of Land Management and our interest in four additional mineral claims may conflict with prior rights.

We acquired our interest in the Piute Valley Lakebed Claims upon completing our acquisition of RMI. As a result of our acquisition of RMI, we acquired all of RMI’s interest and assumed all of its obligations under its option agreements (the “Option Agreements”) with certain optionors (the “Optionors”). Under the terms of the Option Agreements, we have the option to acquire a 7/8th undivided interest in the Piute Valley Lakebed Claims. Under the Option Agreements, in order to maintain and exercise our option, we are required to issue the following consideration:

	(a)	1,050,000 shares of common stock on execution of the Option Agreements (which shares have been issued);

	(b)	an additional 420,000 shares of common stock on the fifth anniversary of the Option Agreements; and

	(c)	an additional 210,000 shares of common stock on the tenth anniversary of the Option Agreements.

In addition, the Piute Valley Lakebed Claims include a patented mineral claim consisting of 20.61 acres. The patented mineral claim is described as follows:

Parcel APN# 250-02-401-002 designated “Jupiter Lode”, US Patent Survey #2166.
“Enterprise Millsite” US Patent #2518, SMD.
Clark County Assessor Description PT SW4 SEC 02 29 63, designated 20.61 total acres.

As a result of our acquisition of RMI, we acquired all of RMI’s interest and assumed all of its obligations under a Restatement and Amendment to Lease Agreement dated April 12, 2007 (the “Lease Agreement”) among Erline Y. Smith, Trustee, Erline Y. Smith Trust and Lawana Hooper (collectively referred to as the “Lessors”) and RMI. Under the terms of the Lease Agreement, we were granted the right to explore, and if proved feasible, develop the patented mineral claim. These rights were granted as a lease for a term of 20 years. As consideration for the lease of the patented mineral claim, we are required to do the following:

	(a)	pay $5,000 to the Lessors upon execution of the Lease Agreement (which amount has been paid);

	(b)	pay an annual rental fee of $1,000 to the Lessors per each five acre parcel of the patented mineral claim. As of the date of this Quarterly Report, we had paid the annual rental fee until August 2009; and

	(c)	pay an annual royalty equal to five percent of “net smelting profit” from production. Net smelting profit is defined as the net profit derived from the sale of metals and minerals produced from the claims.

Lixiviation Technology

On April 2, 2007, RMI entered into a Technology and Asset Purchase Agreement (the “Technology Agreement”) with New Verde River Mining Co., Inc. (“New Verde”) and Robert H. Gunnison. Under the terms of the Technology Agreement, RMI acquired a proprietary technology for lixiviation of metals from ore utilizing thiourea stabilization (the “Lixiviation Technology”) and certain laboratory equipment and facilities for the purposes of testing and utilizing the Lixiviation Technology (the “Phoenix Pilot Production Facility”). As a result of our acquisition of RMI, we acquired all of RMI’s interest and assumed all of its obligations under the Technology Agreement. As consideration for the Lixiviation Technology and the Phoenix Pilot Production Facility, we are required to do the following:

(a)	pay to New Verde the sum of $300,000 for the purchase of the Lixiviation Technology and the Phoenix Pilot Production Facility as follows:

	(i)	$175,000 on or before May 31, 2007 (which amount has been paid); and

	(ii)	the balance of $125,000, less any debt assumed and payables due to us, on or before January 31, 2008. As of the date of this Quarterly Report, this amount had not been paid to New Verde.

(b)	issue 2,000,000 shares to Mr. Gunnison for the Lixiviation Technology (which shares have been issued) and were to be held by us and released to Mr. Gunnison as follows:

	(i)	500,000 shares on February 2, 2008;

	(ii)	500,000 shares on December 2, 2008;

	(iii)	500,000 shares on October 2, 2009; and

	(iv)	500,000 shares on August 1, 2010.

We entered into an extension agreement dated August 13, 2008 with Mr. Gunnison whereby Mr. Gunnison agreed to extend the deadline for the remaining balance owed to New Verde to September 30, 2008. In consideration of this extension, we released all of the shares out of escrow to Mr. Gunnison.

Concurrent with the acquisition of the Lixiviation Technology and the Phoenix Pilot Production Facility, RMI entered into an Employment Agreement dated April 2, 2007 (the “Employment Agreement”) with Robert H. Gunnison whereby Mr. Gunnison agreed to act as RMI’s Production Manager commencing on April 2, 2008. In consideration of Mr. Gunnison’s services, RMI agreed to pay Mr. Gunnison a salary of $120,000 per annum. As a result of our acquisition of RMI, we have acquired RMI’s interest and assumed all of its obligations under the Employment Agreement. As of the date of this Quarterly Report, we are two months in arrears of Mr. Gunnison’s salary.

Phoenix Pilot Facility

Our Phoenix Pilot Production Facility is designed as a compact, modular, cost efficient, turn-key operation, with a capacity of processing 50 tons of head ore per day. We have completed our applied research and development and pilot-scale testing of a proprietary mineral processing concept called Mechano-Chemical In-Situ Mill Leaching (“MCISML”). The MCISML processing methodology is a part of our intellectual property incorporated into our mineral processing and production flow sheet, from which our philosophy is to operate with zero emission and zero discharge.

ESMP - Environmental Sustainable Mineral Processing

The concept of Environmental Sustainable Mineral Processing (“ESMP”) involves the development of a modular, turn-key, commercial-scale processing flow sheet in which:

1)	The hydrometallurgical extraction of the precious and base metals is performed with leach chemicals that are regenerative and recyclable in order to minimize discharge and emission.

2)	The incorporation of unit operations such as milling and attrition with those of leach extraction in order to accelerate the time scale of vat leaching, especially for ores involving mineralogy in which the metals are encapsulated.

3)	The treatment of spent tailings in a manner that allows for final disposition without environmental liability.

We have developed several intellectual properties associated with ESMP and will be filing the associated claims and patent applications. We have filed for trademark for the term ESMP – Environmental Sustainable Mineral Processing.

Regenerative Thiourea Leaching

We have developed a simple process to preserve the thiourea molecule from irreversible breakdown during the lixiviation of precious metals, thereby reducing the consumption of thiourea and allowing for the recycling of the leach solution in a continuous leach extraction process. Utilizing three (3) proprietary chemicals, we are able to prevent the irreversible breakdown of formamidine, an intermediate product of the thiourea lixiviation process, to the cyanamide and elemental sulfur. In so doing, we are shifting the equilibrium of the thiourea chemistry to that of the reversible reaction between thiourea and formamidine, which minimizes the oxidation of thiourea. The apparent activation energy for the extraction of gold and silver was smaller than that of the reaction rate of thiourea consumption by ferric iron within the ores. Continuous leaching may be accomplished even after the thiourea leaching solution was preserved for several months. The gold recovery at 288 K was greater than that at higher temperatures, when the ore undergoes a simple pretreatment period. This is because the concentration of thiourea was decreased by the oxidation at higher temperatures, while the thiourea was not consumed by ferric ion at 288 K. It is considered that the lower temperature operation is preferable when the leaching solution is regenerated and recycled.

One of the main advantages of using thiourea to lixiviate precious metals is the high rate of gold dissolution. The leaching rate can be four to five times faster than cyanidation. This could be an important aspect for processing ore containing coarse gold particles. The faster leaching time will reduce the investment for a new processing plant. The regenerative thiourea leaching can be adapted to varying plant and ore conditions; whereas, the leaching conditions of the cyanide process can only be modified within a narrow range.

The economics of gold leaching with thiourea are principally determined by thiourea consumption, which is related to thiourea and oxidant concentrations, pH and the solution redox potential. Thiourea concentrations between 5 to 50 g/l have been used in our pilot testing, with thiourea consumptions of <1 kg/t ore projected for optimized thiourea leaching systems based on our regenerative protocols.

Another advantage of using thiourea is that sulphuric acid has little effect on sulphidic copper minerals, which dissolve almost completely in cyanide solutions.

Mechano-Chemical In-Situ Mill Leaching (MCISML)

The economic extraction of precious metals from certain mineral resources may require the development of a processing flow sheet in which the milling and attrition components are designed to fracture and crack the minerals to create pathways for the leaching solution to penetrate into. We incorporated the Regenerative

Thiourea Leaching directly into a commercial vibratory-drum grinding mill, which is manufactured by a US OEM with a successful track record in applying the mechanical grinding equipment for large-scale grinding of materials in many mining and industrial sectors.

We have employed the vibratory-drum grinding mill at our Phoenix Pilot Production Facility, which can grind and leach up to 50 MT per day. The vibratory-drum grinding mill was able to fracture and grind the alluvial ore from the Piute Valley Lakebed Claim. On the other hand, ball and rod mills or autogenous grinding proved inefficient in grinding the alluvial ore.

In optimizing the solids loading of our ores for the vibratory-drum grinding mill, we recognized that we can easily incorporate the leach liquor as the carrier fluid for wet grinding, hence the mechano-chemical in-situ mill leaching concept (MCISML). We discovered that the fracturing and stress cracking mechanism lends well to simultaneous leaching of the embedded metals, because the increased stress fractures in the mineral and crystalline matrix opened pathways directly to the metal surfaces; this is probably due to thermal impedance mismatched between metals and inorganic materials during the solutioning and crystallization formation mechanism.

The vibratory-drum grinding mill contains a special insert to accommodate the leach chemicals. We have used sodium cyanide, sodium thiosulfate, thiourea, and sulfuric acid-oxidant as lixiviants. As such, we have formed an exclusive strategic partnership, in which our Phoenix Pilot Production Facility serves as a demonstration site for OEM’s customers.

The technical and economical advantages of the MCISML processing concept are associated with both robust equipment design and high efficiency in chemical leaching. The largest unit manufactured has a chamber diameter of 1.83 m and length of 5.48 m and supports a throughput capacity of 15 to 18 MT of ore per hour. The actual ore throughput will be part of the design parameter set for optimization of the alluvial ore from the Piute Valley Lakebed Claims.

We have found that the vibratory-drum grinding mill provides exceptional grinding performance and energy savings. A sub-resonant two mass drive and spring system alternately stores and releases energy to effect continuous vibratory motion of the grind chamber. Once in motion, energy is only needed to move the grinding media, composed of right cylindrical ceramic pieces, as a fluid mass, and to overcome frictional losses.

The tumbling action of the grinding media results from forces that are applied at various points on the drum shell by the two mass drive and spring system. Media rotates transversely to the centerline of the grind chamber, and consequently, stroke pressure is increased as the media is conveyed to the drive and spring side. The bottom of the grind mass is actually lifted off the inner liner surface, trapping the larger particles of ore in the impact zone; similar to autogenous grind mechanism but on a more local particle-to-particle scale. Acting as a fluid mass, the media allows the larger particles to quickly pass to the liner surface and the area of highest impact pressure. As the ore rotates with the media, it is constantly exposed to new impact surfaces.

PLAN OF OPERATION

The Piute Valley Lakebed Claims

Our current plan of operation for the Piute Valley Lakebed Claims consists of:

1.	Completing test diamond drilling of prime targets in order to assess the optimal area for placing 20 acres of our leased mineral claim into production. The anticipated cost of this phase of our exploration program will be $250,000;

2.	Designing and implementing the MCISML processing flow sheet for the 20 acres production target using the Lixiviation Technology; and

3.	Exploring strategic partnerships for the exploration of the additional Piute Valley Lakebed claims.

As of July 31, 2008, we had cash in the amount of $9,555. Accordingly, we do not have sufficient resources to meet the anticipated costs of completing our plan of operation of our Piute Valley Lakebed Claims or anticipated administrative costs of operating our business for the next twelve months. In order to complete our plan of operation of the Piute Valley Lakebed Claims, we will be required to obtain substantial financing from the sale of our common stock, of which there is no assurance.

RESULTS OF OPERATIONS

The merger with RMI has been treated as a “reverse merger” for accounting purposes. As a result, RMI has been treated as the acquiring entity for accounting and financial reporting purposes. As such, our consolidated financial statements will be presented as a continuation of the operations of RMI and not Royal Mines And Minerals Corp. The operations of Royal Mines And Minerals Corp. are included in the consolidated statement of operations from the effective date of the merger, October 5, 2007.

Three Months Summary

		Three Months Ended					Percentage
							Increase /
		July 31, 2008			July 31, 2007		(Decrease)
Revenue	$	-		$	-		n/a
Operating Expenses		(278,607	)		(512,172	)	(45.6%	)
Interest Income		-			2,792		(100%	)
Interest Expense		(13,868	)		(1,858	)	646.4%
Net Loss	$	(292,475	)	$	(511,238	)	(42.8%	)

Revenues

We have not earned any revenues since our inception and we do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are currently in the exploration stage of our business and we can provide no assurances that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will be able to enter into commercial production of our mineral properties.

Expenses

The major components of our operating expenses for the three months ended July 31, 2008 and 2007 are outlined in the table below:

		Three Months Ended			Percentage
					Increase /
		July 31, 2008		July 31, 2007	(Decrease)
Mineral Exploration and Evaluation	$	136,903	$	273,684	(50.0%	)
Expenses
General and Administrative		116,704		213,488	(45.3%	)
Depreciation and Amortization		25,000		25,000	0.0%
Total Operating Expenses	$	278,607	$	512,172	(45.6%	)

Mineral exploration and evaluation expenses consisted of rent and processing extraction costs in connection with the Phoenix Pilot Production Facility. In addition, we also incurred consulting fees and labor expenses on our Piute Valley Lakebed Claims and the Phoenix Pilot Production Facility.

During the quarter ended July 31, 2008, our general and administrative expenses decreased substantially due to the fact that we incurred additional expenses for investor relations activities during the quarter ended July 31, 2007.

We anticipate that our operating expenses will increase significantly as we pursue our exploration and development programs for the Piute Valley Lakebed Claims.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital

							Percentage
		At July 31, 2008			At April 30, 2008		Increase / (Decrease)
Current Assets	$	13,403		$	13,642		(1.8%	)
Current Liabilities		(1,085,667	)		(818,431	)	32.7%
Working Capital Surplus (Deficit)	$	(1,072,264	)	$	(804,789	)	33.2%

Cash Flows

		Three Months Ended
		July 31, 2008			July 31, 2007
Net Cash Used in Operating Activities	$	(178,825	)	$	(649,010	)
Net Cash From Investing Activities		-			-
Net Cash Provided By Financing Activities		178,586			849,765
Net Increase (Decrease) in Cash During Period	$	(239	)	$	200,755

As at July 31, 2008 we had a working capital deficit of $1,072,264 as compared to a working capital deficit of $804,789 as at our year ended April 30, 2008. Our working capital deficit increased primarily as a result of: (i) we recorded $100,000 in share subscriptions received under current liabilities as we had not yet issued the securities to the investor; and (ii) an increase in accounts payable and loans payable in connection due to the lack of additional capital raised to meet our ongoing expenditures. During the quarter ended July 31, 2008, we received loans totaling $80,011 from a member of our Board of Directors and a shareholder holding five percent or more of our common stock. The loans bear interest at a rate of 10% per annum, are unsecured and due on demand.

Subsequent to the quarter ended July 31, 2008, we completed the sale of 200,000 Units at $0.50 per Unit for total proceeds of $100,000 on September 3, 2008. As at July 31, 2008, the proceeds from this private placement were recorded as share subscriptions received under current liabilities as we had not yet issued the securities to the investor.

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.

Our Board of Directors had previously approved an offering of 15,000,000 Units at $1.00 per Unit. However, we were unable to complete the sale of any units under this offering. Accordingly, the Board of Directors is currently seeking to arrange a private placement to fund our operations at a price which reflects the current market price of our common stock. Even though we recently completed a private placement of 200,000 Units at $0.50 per Unit, there is no assurance that we will be able to complete the sale of any additional securities under a new private placement offering. Even if we complete the sale of all of the securities offered under a new private placement offering, 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.

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.

The above does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been registered under the United States Securities Act of 1933, as amended and may not be offered or sold within the United States or to U.S. persons unless an exemption from such registration is available.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 to our interim financial statements included in this Quarterly Report.

Mineral Rights– We capitalize acquisition and option costs of mineral property rights. The amount capitalized represents the fair value at the time the mineral rights were acquired. The accumulated costs of acquisition for properties that are developed to the stage of commercial production will be amortized using the unit-of-production method.

Exploration Costs– Mineral exploration costs are expensed as incurred.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of July 31, 2008 (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.

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended July 31, 2008 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

If we do not obtain additional financing, we may not be able to complete our exploration and development programs on the Piute Valley Lakebed Claims.

As at July 31, 2008, we had cash on hand of $9,555 and accumulated net loss of $6,241,187. Our plan of operation calls for significant expenses in connection with the exploration of our Piute Valley Lakebed Claims. 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 employees. In addition, we will require substantial financing in order to implement our plan of operation over the next twelve months.

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.

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

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

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

To date, our primary business activities have involved the acquisition of mineral claims and the exploration and development on these claims. As of July 31, 2008, we have not earned any revenues. 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 revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any 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 exploration of our mineral claims 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.

Even if we discover commercial reserves of precious metals on our optioned mineral claims, we may not be able to successfully obtain commercial production.

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

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

As noted in our financial statements for the quarter ended July 31, 2008, we are an exploration stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to complete our exploration activities. The success of our business operations will depend upon our ability to obtain further financing to complete our planned exploration program and to attain profitable operations. If we are not able to complete a successful exploration program and attain sustainable profitable operations, then our business will fail.

As we undertake exploration of our optioned mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

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

Certain work to be performed on our mineral projects may require us to apply for permits from federal, state or local regulatory bodies.

If our applications for permits from the relevant regulatory bodies are denied, we may not be able to proceed with our exploration and development programs as disclosed above, which could have a negative effect on our business.

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 claims, 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. Currently, we have not hired any key personnel. Our failure to hire key personnel when needed could have a significant negative effect on our business.

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 Securities Exchange Act of 1934 (the “Exchange Act”). Our common stock is a “penny stock” because it meets one or more of the following conditions (i) the stock trades at a price less than $5.00 per share; (ii) it is not traded on a “recognized” national exchange; (iii) it is not quoted on the Nasdaq Stock Market, or even if so, has a price less than $5.00 per share; or (iv) is issued by a company that has been in business less than three years with net tangible assets less than $5 million.

The principal result or effect of being designated a “penny stock” is that securities broker-dealers participating in sales of our common stock will be subject to the “penny stock” regulations set forth in Rules 15-2 through 15g-9 promulgated under the Exchange Act. For example, Rule 15g-2 requires broker-dealers dealing in penny stocks to provide potential investors with a document disclosing the risks of penny stocks and to obtain a manually signed and dated written receipt of the document at least two business days before effecting any transaction in a penny stock for the investor's account. Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the account of any investor for transactions in such stocks before selling any penny stock to that investor. This procedure requires the broker-dealer to (i) obtain from the investor information concerning his or her financial situation, investment experience and investment objectives; (ii) reasonably determine, based on that information, that transactions in penny stocks are suitable for the investor and that the investor has sufficient knowledge and experience as to be reasonably capable of evaluating the risks of penny stock transactions; (iii) provide the investor with a written statement setting forth the basis on which the broker-dealer made the determination in (ii) above; and (iv) receive a signed and dated copy of such statement from the investor, confirming that it accurately reflects the investor's financial situation, investment experience and investment objectives. Compliance with these requirements may make it more difficult and time consuming for holders of our common stock to resell their shares to third parties or to otherwise dispose of them in the market or otherwise.

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

Subsequent to our quarter ended July 31, 2008, we completed a private placement of 200,000 Units at $0.50 per Unit for total proceeds of $100,000 to one investor on September 3, 2008. Each Unit is comprised of one share of our common stock and one-half share purchase warrant with each whole warrant entitling the holder to purchase on additional share of our common stock at a price of $0.75 per share for a period ending September 2, 2010. This private placement was completed pursuant to the provisions of Regulation S promulgated under the Securities Act. We did not engage in a distribution of this offering in the United States. The investor represented that it was not a US Person as defined in Regulation S and has provided representations indicating it was acquiring our securities for investment purposes

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

No matters were submitted to our security holders during our fiscal quarter ended July 31, 2008.

ITEM 5. OTHER INFORMATION.

Effective September 11, 2008, Logan B. Anderson resigned as our Vice President – Finance. Mr. Anderson's resignation was not due to any disagreements relating to our operations, policies or practices.

ITEM 6. EXHIBITS.

Exhibit
Number	Description of Exhibits
2.1	Agreement and Plan of Merger dated September 24, 2007 among the Company, Royal Mines Acquisition Corp., Royal Mines Inc. and Kevin B. Epp.⁽⁴⁾
2.2	Agreement and Plan of Merger dated October 6, 2007 between the Company and Royal Mines Acquisition Corp.⁽⁵⁾
3.1	Articles of Incorporation.⁽¹⁾
3.2	Certificate of Change Pursuant to NRS 78.209 increasing the authorized capital of common stock to 300,000,000 shares, par value $0.001 per share.⁽²⁾
3.3	Bylaws.⁽¹⁾
3.4	Articles of Merger among Royal Mines Acquisition Corp. and Centrus Ventures Inc.⁽⁵⁾
4.1	Form of Share Certificate.⁽¹⁾
10.1	Purchase Agreement dated January 20, 2006 between Multi Metal Mining Corp and Centrus Ventures Inc.⁽¹⁾
10.2	Mineral Property Option Agreement dated January 28, 2007 between Eugene E. Phebus and Royal Mines Inc.⁽⁵⁾
10.3	Mineral Property Option Agreement dated January 28, 2007 between Charles G. Moore and Royal Mines Inc.⁽⁵⁾
10.4	Mineral Property Option Agreement dated January 10, 2007 between James E. Sharp and Royal Mines Inc.⁽⁵⁾
10.5	Mineral Property Option Agreement dated January 28, 2007 between Ben Barnes and Royal Mines Inc.⁽⁵⁾
10.6	Mineral Property Option Agreement dated January 28, 2007 between Walter Simmons II and Royal Mines Inc.⁽⁵⁾
10.7	Mineral Property Option Agreement dated January 28, 2007 between Leo Corbet and Royal Mines Inc.⁽⁵⁾
10.8	Mineral Property Option Agreement dated January 28, 2007 between William Tao and Royal Mines Inc.⁽⁵⁾
10.9	Mineral Property Option Agreement dated January 28, 2007 between Dr. Wilbur J. Guay and Royal Mines Inc.⁽⁵⁾
10.10	Mineral Property Option Agreement dated January 28, 2007 between Olivia Tearnan and Royal Mines Inc.⁽⁵⁾
10.11	Mineral Property Option Agreement dated January 28, 2007 between Jim Mack and Royal Mines Inc.⁽⁵⁾
10.12	Mineral Property Option Agreement dated January 28, 2007 between Ron Manarey and Royal Mines Inc.⁽⁵⁾
10.13	Mineral Property Option Agreement dated January 28, 2007 between William Lintz and Royal Mines Inc.⁽⁵⁾
10.14	Technology and Asset Purchase Agreement dated April 2, 2007 among New Verde River Mining Co., Inc., Robert H. Gunnison and Royal Mines Inc.⁽⁵⁾
10.15	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⁾
10.16	AV Executive Suites Service Agreement dated September 13, 2007 between Royal Mines Inc. and Anthem Village Executive Suites, LLC.⁽⁵⁾
10.17	Residential Lease Agreement of La Cienega Office.⁽⁵⁾
10.18	Lease Agreement dated June 6, 2007 among McKendry Enterprises Inc., Profit Sharing Plan and Retirement Trust and Royal Mines.⁽⁵⁾

Exhibit
Number	Description of Exhibits
10.19	2008 Stock Incentive Plan.⁽⁶⁾
10.20	Non-Qualified Stock Option Agreement between Royal Mines And Minerals Corp. and William C. Tao.⁽⁶⁾
10.21	Non-Qualified Stock Option Agreement between Royal Mines And Minerals Corp. and Jason Mitchell.⁽⁶⁾
10.22	Extension Agreement between Royal Mines And Minerals Corp. and Robert H. Gunnison.
14.1	Code of Ethics.⁽³⁾
31.1	Certification of Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		ROYAL MINES AND MINERALS CORP.



Date: September 12, 2008	By:	/s/ William C. Tao
		WILLIAM C. TAO
		Chief Executive Officer
		(Principal Executive Officer)




Date: September 15, 2008	By:	/s/ Jason S. Mitchell
		JASON S. MITCHELL
		Chief Financial Officer
		(Principal Accounting Officer)

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Royal Mines and Minerals (RYMM) Inactive 10-Q2009 Q1 Quarterly report

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