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

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~December~~March 31, ~~2011~~ 2012

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

For the transition period from ~~________to~~________ to ________

COMMISSION FILE NUMBER 000-33189

CANYON COPPER CORP. (Exact name of registrant as specified in its charter)

NEVADA	88-0454792
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Suite 408 - 1199 West Pender Street
Vancouver, BC, Canada	V6E 2R1
(Address of principal executive offices)	(Zip Code)

(604) 331-9326 (Registrant's telephone number, including area code)

N/A (Former name, former address and ~~former~~ 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. [xX] 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. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [xX] Yes [ ] 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 [xX]

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

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: As of ~~February~~May 8, 2012, the Registrant had 68,~~546~~696,934 shares of common stock, par value of $0.00001 per share, issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and ~~six~~nine month periods ended ~~December~~March 31, ~~2011 are~~2012 are not necessarily indicative of the results that can be expected for the year ending June 30, 2012.

As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Canyon Copper” mean Canyon Copper Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

CANYON COPPER CORP. (An Exploration Stage Company) ~~December~~ March 31, ~~2011~~2012 (Expressed in U.S. dollars) (unaudited)

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

CANYON COPPER CORP. (An Exploration Stage Company) Balance Sheets (Expressed in U.S. dollars)

	December 31,		June 30,
	March 31,		June 30,
	2011		2011
	2012		2011
	$		$
	(unaudited)
ASSETS
Current Assets
Cash	1893,~~175,040~~983		1,226,964
Prepaid expenses and deposits	2642,~~839~~581		43,691
Total Current Assets	1936,~~201,879~~564		1,270,655
Deferred financing costs	–		60,965
Total Assets	1936,~~201,879~~564		1,331,620
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	~~191~~127,~~681~~535		188,837
Due to related parties (Note 4)	~~711~~760,~~289~~542		591,428
Total Current Liabilities	902,970		780,265
Derivative liabilities (Note 5)	9,143		–
Total Current Liabilities	897,220		780,265
Due to related parties (Note 4)	–		77,784
Derivative liabilities (Note 5)	~~65,555~~–		389,826
Total Liabilities	~~968~~897,~~525~~220		1,247,875
Nature of Operations and Continuance of Business (Note 1)
Contingent Liability (Note 10)
Subsequent Event (Note 11)
Stockholders’ Equity
Preferred stock Authorized: 100,000,000 shares, par value $0.00001 Issued and outstanding: nil shares (June 30, 2011 - 500,000 shares)	–		5
Preferred stock Authorized: 100,000,000 shares, par value $0.00001 Issued and outstanding: nil shares (June 30, 2011 – 500,000 shares)	–		5
Common stock Authorized: 131,666,666 shares, par value $0.00001 Issued and outstanding: 68,396,934 shares (June 30, 2011 – 65,375,721 shares)	684		654
Common stock Authorized: 131,666,666 shares, par value $0.00001 Issued and outstanding: 68,696,934 shares (June 30, 2011 – 65,375,721 shares)	687		654
Additional paid-in capital	22,~~230~~279,~~528~~275		21,620,854
Common stock subscribed	–		300,000
Deficit accumulated during the exploration stage	(2122,~~997~~240,~~858~~618	)	(21,837,768	)
Total Stockholders’ Equity	~~233~~39,~~354~~344		83,745
Total Liabilities and Stockholders’ Equity	1936,~~201,879~~564		1,331,620

(The accompanying notes are an integral part of these financial statements)

F-1

CANYON COPPER CORP. (An Exploration Stage Company) Statements of Operations (Expressed in U.S. dollars) (unaudited)

Accumulated

From

Three Months

~~Six~~Nine Months

January 21, 2000

Ended

(date of inception)

December 31,

to December 31,

March 31,

to March 31,

2011

2010

2011

2010

2011

2012

2011

2012

2011

2012

Revenue

–

Operating Expenses

Depreciation

–

5,540

Foreign exchange loss (gain)

(123,~~182~~423

)

1419,~~863~~989

6562,~~445~~022

2545,~~465~~454

8278,~~014~~591

General and administrative (Note 4)

~~159~~192,~~222~~575

86133,~~497~~738

~~354~~547,~~710~~285

~~177~~311,~~411~~149

10,~~219~~412,~~475~~050

Impairment of mineral property costs

–

2,759,130

Impairment of property and equipment

–

10,811

Mineral exploration costs

34,183

24,260

324,943

242,265

5,655,810

Mineral exploration costs (recoveries)

102,545

18,878

427,488

261,143

5,758,355

Total Operating Expenses

~~181~~291,~~223~~697

~~125~~172,~~620~~605

~~745~~1,~~098~~036,795

~~445~~617,~~141~~746

1819,~~732~~024,~~780~~477

Operating Loss

(~~181~~291,~~223~~697

)

(~~125~~172,~~620~~605

)

(~~745~~1,~~098~~036,795

)

(~~445~~617,~~141~~746

)

(1819,~~732~~024,~~780~~477

)

Other Income (Expense)

Accretion of discounts on convertible debt

–

(799,963

)

Debt conversion expense

–

(2,010,076

)

Gain on change in fair values of derivative liabilities

~~333~~56,~~544~~412

–

~~600~~656,~~119~~531

–

1,~~039~~096,~~858~~270

Loss on settlement of related party debt

–

(2,871

)

Gain on write-off of accounts payable

–

3,020

Impairment of investment securities

–

(459,817

)

Interest expense

(7,~~435~~475

)

(26,~~936~~887

)

(1522,~~111~~586

)

(29,~~936~~823

)

(~~371~~378,~~345~~820

)

Loss on extinguishment of debt

–

(252,454

)

Loss on sale of investment securities

–

(411,430

)

Total Other Income (Expense)

~~326~~48,~~109~~937

(26,~~936~~887

)

~~585~~633,~~008~~945

(29,~~936~~823

)

(3,~~265~~216,~~078~~141

)

Net Income (Loss)

144,886

(128,556

)

(160,090

)

(448,077

)

(21,997,858

)

Net Loss

(242,760

)

(179,492

)

(402,850

)

(627,569

)

(22,240,618

)

Net Income (Loss) Per Share, Basic and Diluted

–

(0.01

)

Net Loss Per Share, Basic and Diluted

–

(0.01

)

(0.01

)

Weighted Average Shares Outstanding

68,~~396~~588,~~934~~143

61,928,359

68,~~206~~332,~~771~~970

61,928,359

(The accompanying notes are an integral part of these financial statements)

F-2

CANYON COPPER CORP. An Exploration Stage Company) Statements of Cash Flows (Expressed in U.S. dollars) (unaudited)

	Six Months		Six Months
	Nine Months		Nine Months
	Ended		Ended
	December 31,		December 31,
	March 31,		March 31,
	2011		2010
	2012		2011
	$		$
Operating Activities
Net loss	(~~160~~402,~~090~~850	)	(~~448~~627,~~077~~569	)
Adjustments to reconcile net loss to net cash used in operating activities:
Foreign exchange translation loss on debt	(85,~~897~~827	)	–4,729
Gain on change in fair value of derivative liabilities	(~~600~~656,~~119~~531	)	–
Shares issued for mineral property	48,750		–
Changes in operating assets and liabilities:
Prepaid expenses and deposits	161,~~852~~110		(874,~~892~~108	)
Accounts payable and accrued liabilities	2(61,~~844~~302	)	14135,~~269~~921
Due to related parties	5097,~~974~~157		~~100~~119,~~686~~070
Net Cash Used in Operating Activities	(~~698~~979,~~436~~493	)	(~~342~~441,~~014~~957	)
Financing Activities
Advances from related parties	–		~~124~~199,~~933~~640
Proceeds from share subscriptions and issuance of common stock	801,503		–
Proceeds from issuance of common stock	801,502		–
Stock issuance costs	(139,~~991~~990	)	–
Repurchase of preferred stock	(15,000	)	–
Net Cash Provided by Financing Activities	646,512		~~124~~199,~~933~~640
Decrease in Cash	(51332,~~924~~981	)	(~~217~~242,~~081~~317	)
Cash, Beginning of Period	1,226,964		252,918
Cash, End of Period	1893,~~175,040~~983		3510,~~837~~601
Non-cash Investing and Financing Activities:
Common stock issued pursuant to a mineral property option agreement	48,750		–
Supplemental Disclosures:
Interest paid	–		–
Income taxes paid	–		–

(The accompanying notes are an integral part of these financial statements)

F-3

CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements ~~December~~ March 31, 2012 ~~2011~~ (Expressed in U.S. dollars) (unaudited)

1. Nature of Operations and Continuance of Business

1.	Nature of Operations and Continuance of Business

	Canyon Copper Corp., (the “Company”), was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under the name Aberdene Mines Limited. On August 7, 2006, the Company changed its name to Canyon Copper Corp. The Company is an exploration stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company’s principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims.

	The Company has been in the exploration stage since its formation in January 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raising sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As at March 31, 2012, the Company has not generated any revenue and has accumulated losses of $22,240,618 since inception. The Company also has significant mineral property acquisition and exploration commitments. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

	Management’s plan for the next twelve months is to continue initial exploration activities on the New York Canyon Project in Nevada. The agreements pursuant to which the Company acquired its interests in the New York Canyon Project provide for a series of cash payments and annual filing maintenance costs. If the Company fails to make such payments or expenditures in a timely fashion, it may lose its interest in those properties. As at March 31, 2012, the Company had cash of $893,983 on hand, and for the next twelve months, management anticipates that the minimum cash requirements to fund its proposed exploration program and continued operations will be $1,225,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.

2.	Summary of Significant Accounting Policies

	(a)	Basis of Presentation

		These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is June 30.

	(b)	Interim Financial Statements

		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10- K filed on September 28, 2011 with the SEC.

		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the option of management, are necessary to present fairly the Company’s financial position at March 31, 2012, and the results of its operations and cash flows for the nine months ended March 31, 2012. The results of operations for the three months and nine months ended March 31, 2012, are not necessarily indicative of the results to be expected for future quarters or the full year.

~~Canyon~~F-4 Copper Corp., (the “Company”), was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under the name Aberdene Mines Limited. On August 7, 2006, the Company changed its name to Canyon Copper Corp. The Company is an exploration stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company’s principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims.

~~The~~CANYON ~~Company~~COPPER ~~has been in the exploration stage since its formation in January 2000 and has not yet realized any revenues from its planned operations~~CORP. ~~It is primarily engaged in the acquisition,~~ ~~exploration and development of mineral properties. Upon location of a commercial~~ (An ~~mineable~~ Exploration ~~reserve,~~Stage ~~the~~ Company) ~~will actively prepare the site for extraction and~~ ~~enter~~ Notes ~~a development stage. At present, management devotes most of its activities~~ to ~~raising sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of~~ the ~~Company~~ toFinancial ~~emerge~~Statements ~~from the exploration stage with respect to any planned~~ ~~principal~~ March ~~business activity is dependent upon its successful efforts to raise additional debt or equity financing and/or attain profitable mining operations. As at December~~ 31, ~~2011, the Company has not generated any revenue and has~~ ~~accumulated~~ 2012 ~~losses of $21,997,858 since inception. The Company also has~~ ~~significant~~ (Expressed ~~mineral~~in ~~property acquisition and exploration commitments~~U. ~~There is no guarantee that the Company will be able to complete any of the above objectives~~S. ~~These~~dollars) ~~factors raise substantial doubt regarding the Company’s~~ ~~ability~~ (unaudited) ~~to continue as a going concern.~~

Management’s plan for the next twelve months is to continue initial exploration activities on the New York Canyon Project in Nevada. The agreements pursuant to which the Company acquired its interests in the New York Canyon Project provide for a series of cash payments and annual filing maintenance costs. If the Company fails to make such payments or expenditures in a timely fashion, it may lose its interest in those properties. As at December 31, 2011, the Company had cash of $1,175,040 on hand, and for the next twelve months, management anticipates that the minimum cash requirements to fund its proposed exploration program and continued operations will be $1,090,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.

2.	Summary of Significant Accounting Policies (continued)

	(c)	Use of Estimates

		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, derivative liabilities, stock-based compensation, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

	(d)	Comprehensive Loss

		ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2012 and 2011, the Company had no items that represent comprehensive income or loss.

	(e)	Recent Accounting Pronouncements

		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3.	Mineral Properties

	On November 25, 2011, the Company entered into an Assignment Agreement with Metamin Enterprises Inc., a company controlled by the President of the Company (the “Assignor”), to acquire the Assignor’s interest in an Option Agreement between the Assignor and Metamin Enterprises USA Inc. (the “Optionor”), a wholly-owned subsidiary of the Assignor, in respect of certain mineral claims, known as the Moonlight property, located in Plumas County, California. On January 19, 2012, the Company closed the Assignment Agreement with the Assignor and Optionor. In consideration for the assignment, the Company is required to make the following payments to the Assignor:

2.	Summary of Significant Accounting Policies
	(a)	Cash payments:
	(a)	Basis of Presentation
		(i)	$15,000 on the TSX Venture Exchange acceptance date (paid);
		These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is June 30.
		(ii)	$25,000 on or before February 18, 2012 (paid);
	(b)	Interim Financial Statements
		(iii)	$25,000 on or before February 18, 2013; and
		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2011, included in the Company’s Annual Report on Form 10- K filed on September 28, 2011 with the SEC.
		(iv)	An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.
		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the option of management, are necessary to present fairly the Company’s financial position at December 30, 2011, and the results of its operations and cash flows for the six months ended December 31, 2011. The results of operations for the six months ended December 30, 2011 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

(b)	Share payments:
	(i)	75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
	(ii)	75,000 shares of common stock on or before February 18, 2012 (issued);
	(iii)	150,000 shares of common stock on or before February 18, 2013; and
	(iv)	200,000 shares of common stock on or before February 18, 2014.

~~CANYON~~In ~~COPPER~~addition, ~~CORP~~the Company agreed to reimburse the Assignor for annual maintenance and exploration expenses previously incurred on the property, which amount cannot exceed $200,000. ~~(An~~The Assignor ~~Exploration~~will ~~Stage~~retain ~~Company)~~a ~~Notes~~1% tonet smelter return on metals extracted from the property, ~~Financial~~which ~~Statements~~can ~~December~~be 31repurchased for $1,000,000, ~~2011~~and ~~(Expressed~~a ingross Uoverriding royalty of 2.S.5% ~~dollars)~~on ~~(unaudited)~~receipts from the sale of industrial minerals.

2.	Summary of Significant Accounting Policies (continued)
	(c)	Use of Estimates
		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, asset retirement obligations, derivative liabilities, stock-based compensation, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	(d)	Comprehensive Loss
		ASC 220, “Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at December 31, 2011 and 2010, the Company had no items that represent comprehensive income or loss.
	(e)	Recent Accounting Pronouncements
		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

F-5

3.CANYON ~~Mineral~~COPPER ~~Properties On November 25, 2011, the Company entered into an Assignment Agreement with Metamin Enterprises Inc~~CORP., a (An Exploration ~~company~~Stage ~~controlled by the President of the~~ Company ~~(the “Assignor”~~), Notes to ~~acquire~~ the ~~Assignor’s~~Financial ~~interest~~Statements in March an31, 2012 ~~Option Agreement between the Assignor and Metamin Enterprises USA Inc.~~ (~~the~~Expressed ~~“Optionor”), a wholly-owned subsidiary of the Assignor,~~ in ~~respect of certain mineral claims, known as the Moonlight property, located in Plumas County, California~~U.S. Indollars) ~~consideration~~ (unaudited) ~~for the assignment, the Company is required to make the following payments to the Assignor:~~

3. Mineral Properties (acontinued) ~~Cash~~Upon closing of the Assignment Agreement, the Company will assume all of the Assignor’s rights and obligations under the Option Agreement, and will be required to make the following payments to the Optionor in order to maintain and exercise the option:

• $15,000 on the TSX Venture Exchange acceptance date; • $25,000 on or before February 18, 2012; • $25,000 on or before February 18, 2013; and • An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.

(a)	Cash payments:
	(i)	$25,000 on or before February 18, 2012 (paid);
	(ii)	$25,000 on or before February 18, 2013; and
	(iii)	An annual advanced royalty, which shall be deductible from future royalty payments, of the $15,000 commencing on February 18, 2014 and payable every year thereafter.

(b) Share payments:

(b)	Share payments:
	(i)	75,000 shares of common stock on the TSX Venture Exchange acceptance date (issued);
	(ii)	75,000 shares of common stock on or before February 18, 2012 (issued);
	(iii)	150,000 shares of common stock on or before February 18, 2013; and
	(iv)	200,000 shares of common stock on or before February 18, 2014.

•(c) ~~75,000~~Exploration shares of common stock on the TSX Venture Exchange acceptance date; • 75,000 shares of common stock on or before February 18, 2012; • 150,000 shares of common stock on or before February 18, 2013; and • 200,000 shares of common stock on or before February 18, 2014.expenditures:

In(i) ~~addition, the Company agreed to reimburse the Assignor for annual maintenance and exploration expenses previously incurred on the property, which amount cannot exceed~~ $~~200~~100,000. ~~The Assignor will retain a 1% net smelter return~~ on ~~metals~~or ~~extracted~~before ~~from~~February ~~the property~~18, ~~which can be repurchased for $1,000,000, and a gross overriding royalty of 2~~2013.~~5% on receipts from the sale of industrial minerals.~~

F-5

	The Optionor will retain a 1% net smelter return on the metals extracted from the Moonlight property, which can be repurchased for $1,000,000, and a gross overriding royalty of 2.5% on receipts from the sale of industrial minerals.

4.	Related Party Transactions

	(a)	As at March 31, 2012, the Company was indebted to the President of the Company for $260,260 (Cdn$260,000) (June 30, 2011 - $222,983 (Cdn$215,000)). The amount due is non-interest bearing, unsecured and due on demand.

	(b)	As at March 31, 2012, the Company was indebted to the Chief Executive Officer of the Company for $500,282 (Cdn$499,842) (June 30, 2011 - $446,229 (Cdn$413,209)), which consists of the following amounts:

~~CANYON~~(i) ~~COPPER~~$260,260 ~~CORP.~~(Cdn$260,000) (AnJune ~~Exploration~~30, ~~Stage~~2011 ~~Company~~- $222,983 (Cdn$215,000)) ~~Notes~~for tomanagement ~~the~~fees, ~~Financial~~which ~~Statements~~is ~~December~~non-interest bearing, unsecured and due on demand; (ii) $75,075 (Cdn$75,000) (June 30, 2011 - $77,784 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on May 22, 2012. As at March 31, 2012, accrued interest of $15,273 (Cdn$15,257) (June 30, 2011 - $7,033 (~~Expressed~~Cdn$6,780)) is owing on this loan. (iii) $50,000 (June 30, 2011 - $50,000) in Uadvances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on April 1, 2012.S As at March 31, 2012, accrued interest of $11,116 (June 30, 2011 - $5,466) is owing on this loan. ~~dollars~~(iv) $75,075 (~~unaudited~~Cdn$75,000) (June 30, 2011 - $77,784 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on July 1, 2012. As at March 31, 2012, accrued interest of $13,483 (Cdn$13,469) (June 30 - $5,179 (Cdn$4,993)) is owing on this loan.

3.(c) ~~Mineral~~During ~~Properties~~the nine months ended March 31, 2012, the Company incurred management fees of $44,895 (~~continued~~2011 - $44,996), ~~Upon~~$44,895 ~~closing~~(2011 of- $44,996), and $64,031 (2011 - $55,353) to the ~~Assignment~~Chief ~~Agreement~~Executive Officer of the Company, President of the Company, ~~will~~and ~~assume~~Chief ~~all~~Financial ofOfficer, respectively. (d) During the ~~Assignor’s~~nine ~~rights~~months ~~and~~ended ~~obligations~~March ~~under~~31, 2012, the ~~Option~~Company ~~Agreement~~incurred rent of $15,584 (2011 - $nil) to a company with common directors and ~~will~~officers. be(e) ~~required~~During tothe ~~make~~nine months ended March 31, 2012, the ~~following~~Company ~~payments~~incurred interest of $22,586 (2011 - $6,887) to the ~~Optionor~~Chief inExecutive ~~order~~Officer toof ~~maintain~~the ~~and~~Company. ~~exercise~~(f) On November 25, 2011, the ~~option:~~Company entered into an Assignment Agreement with a company controlled by the President of the Company (Note 3).

~~(a)~~F-6 ~~Cash payments:~~

•CANYON ~~$25,000~~COPPER onCORP. ~~or before February 18, 2012; • $25,000 on or before February 18, 2013; and •~~ (An Exploration ~~annual~~Stage ~~advanced~~Company) ~~royalty,~~ Notes ~~which~~to ~~shall be deductible from future royalty payments, of~~ the ~~$15,000~~Financial ~~commencing~~Statements on March ~~February 18~~31, 2012 ~~2014~~ (Expressed ~~and~~in ~~payable~~U.S. ~~every~~dollars) ~~year~~ (unaudited) ~~thereafter.~~

(b) Share payments:

5.	Derivative Liabilities

	The Company has share purchase warrants that were issued in private placements which have exercise prices denominated in Canadian dollars which differs from the Company’s functional currency (U.S. dollars). As a result, these share purchase warrants cannot be considered to be indexed to the Company’s own stock and accordingly must be accounted for as derivative liabilities with changes in fair value recorded in the statement of operations.

	The fair value of the derivative liability for the 428,571 share purchase warrants exercisable at Cdn$0.50 per share issued on July 8, 2011 was $89,267. The fair value of the derivative liability for the 1,082,036 share purchase warrants exercisable at Cdn$0.50 per share issued on July 13, 2011 was $186,581.

	The fair values of these share purchase warrants as at March 31, 2012, and June 30, 2011, are as follows:

• 75,000 shares of common stock on the TSX Venture Exchange acceptance date; • 75,000 shares of common stock on or before February 18, 2012; • 150,000 shares of common stock on or before February 18, 2013; and • 200,000 shares of common stock on or before February 18, 2014.

	March 31,	June 30,
	2012	2011
	$	$

1,674,730 warrants expiring on November 10, 2012	3,623	378,707
48,928 warrants expiring on December 7, 2012	152	11,119
428,571 warrants expiring on January 8, 2013	1,475	–
1,082,036 warrants expiring on January 13, 2013	3,893	–

	9,143	389,826

~~(c)~~During ~~Exploration~~the ~~expenditures~~nine tomonths beended ~~incurred:~~March 31, 2012, the Company recorded a gain on the change in fair value of the derivative liabilities of $656,531.

•The ~~$100,000~~Company onuses orthe ~~before~~Black-Scholes option ~~February~~pricing ~~18,~~model ~~2013~~to calculate the fair values of the derivative liabilities. The following table shows the weighted average assumptions used in the calculations:

The Optionor will retain a 1% net smelter return on the metals extracted from the Moonlight property, which can be repurchased for $1,000,000, and a gross overriding royalty of 2.5% on receipts from the sale of industrial minerals.

		Risk-free	Expected	Expected
	Expected	Interest	Dividend	Life (in
	Volatility	Rate	Yield	years)
As at issuance date:
1,674,730 warrants expiring on November 10, 2012	175%	0.37%	0%	1.5
48,930 warrants expiring on December 7, 2012	172%	0.29%	0%	1.5
428,571 warrants expiring on January 8, 2013	173%	0.29%	0%	1.5
1,082,036 warrants expiring on January 13, 2013	173%	0.27%	0%	1.5
As at March 31, 2012	98%	0.17%	0%	0.7

4.	Related Party Transactions
6.	Common Stock
	(a)	AsOn atJuly ~~December 31~~8, 2011, the Company ~~was~~issued ~~indebted~~857,142 tounits ~~the~~at ~~President~~Cdn$0.35 ofper ~~the~~unit ~~Company~~ for total proceeds of $~~240~~312,~~909~~272 (Cdn$~~245~~300,000) ~~(June~~pursuant ~~30,~~to ~~2011~~a non-brokered ~~$222~~private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant,~~983~~ (with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$~~215~~0.50 per share until January 8,~~000))~~ 2013. ~~The~~Subject ~~amount~~to ~~due~~the isterms ~~non-interest~~and ~~bearing~~conditions of the warrants, ~~unsecured~~the ~~and~~Company ~~due~~may onaccelerate ~~demand~~the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration.
	(b)	As at December 31, 2011, the Company was indebted to the Chief Executive Officer of the Company for $470,380 (Cdn$478,369) (June 30, 2011 - $446,229 (Cdn$413,209)), which consists of the following amounts:
		(i)	$240,908 (Cdn$245,000) (June 30, 2011 - $222,983 (Cdn$215,000)) for management fees, which is non-interest bearing, unsecured and due on demand;
		(ii)	$73,748 (Cdn$75,000) (June 30, 2011 - $77,784 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on May 22, 2012. As at December 31, 2011, accrued interest of $12,243 (Cdn$12,452) (June 30, 2011 - $7,033 (Cdn$6,780)) is owing on this loan.
		(iii)	$50,000 (June 30, 2011 - $50,000) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on April 1, 2012. As at December 31, 2011, accrued interest of $9,247 (June 30, 2011 - $5,466) is owing on this loan.
		(iv)	$73,748 (Cdn$75,000) (June 30, 2011 - $77,784 (Cdn$75,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on July 1, 2012. As at December 31, 2011, accrued interest of $10,486 (Cdn$10,664) (June 30 - $5,179 (Cdn$4,993)) is owing on this loan.
	(c)	During the six months ended December 31, 2011, the Company incurred management fees of $29,909 (2010 - $29,560), $29,909 (2010 - $29,560), and $37,670 (2010 - $36,834) to the Chief Executive Officer of the Company, President of the Company, and Chief Financial Officer, respectively.
	(d)	During the six months ended December 31, 2011, the Company incurred rent of $9,052 (2010 - $8,723) to a company with common directors and officers.

F-67

CANYON COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements ~~December~~ March 31, 2012 ~~2011~~ (Expressed in U.S. dollars) (unaudited)

5. Derivative Liabilities

6.	Common Stock (continued)

	(b)	On July 13, 2011, the Company issued 2,164,071 units at Cdn$0.35 per unit for total proceeds of $789,231 (Cdn$757,425) pursuant to a non-brokered private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$0.50 per share until January 13, 2013. Subject to the terms and conditions of the warrants, the Company may accelerate the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration. Pursuant to the private placement, the Company issued 129,844 agent’s compensation options with a fair value of $24,387. The agent’s compensation options were granted with an exercise price of Cdn$0.35 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant with each whole warrant exercisable at Cdn$0.50 per share expiring on January 13, 2013. The fair value of these agent’s compensation options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 1.5 years, a risk-free rate of 0.27%, an expected volatility of 173%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.19 per option.

	(c)	On January 19, 2012, the Company issued 150,000 shares of common stock with a fair value of $26,250 pursuant to an assignment agreement to acquire the Moonlight property (Note 3).

	(d)	On February 16, 2012, the Company issued 150,000 shares of common stock with a fair value of $22,500 pursuant to an assignment agreement to acquire the Moonlight property (Note 3).

7.	Preferred Stock

	On October 20, 2011, the Company entered into a stock repurchase agreement, whereby the Company repurchased 500,000 Series A, 0% Convertible Preferred Stock of the Company in consideration for $15,000. On November 4, 2011, the Company cancelled the 500,000 shares of preferred stock.

8.	Stock Options

	On August 21, 2009, the Board of Directors of the Company adopted the Company’s 2009 Stock Option Plan (the “2009 Plan”). The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan is 10% of the Company’s issued and outstanding shares. As at March 31, 2012, the Company had 3,321,276 stock options available for granting pursuant to the 2009 Plan.

	A summary of the Company’s stock option activity is as follows:

The Company has share purchase warrants that were issued in private placements which have exercise prices denominated in Canadian dollars which differs from the Company’s functional currency (U.S. dollars). As a result, these share purchase warrants cannot be considered to be indexed to the Company’s own stock and accordingly must be accounted for as derivative liabilities with changes in fair value recorded in the statement of operations.

		Weighted	Aggregate
		Average	Intrinsic
	Number of	Exercise Price	Value
	Options	$	$

Outstanding and exercisable, June 30, 2011 and March 31, 2012	3,548,417	0.27	–

The fair value of the derivative liability for the 428,571 share purchase warrants exercisable at Cdn$0.50 per share issued on July 8, 2011 was $89,267. The fair value of the derivative liability for the 1,082,036 share purchase warrants exercisable at Cdn$0.50 per share issued on July 13, 2011 was $186,581.

	As at March 31, 2012, the weighted average remaining contractual life of the outstanding stock options is 2.1 years.

9.	Share Purchase Warrants

	The following table summarizes the continuity of the Company’s share purchase warrants:

The fair values of these share purchase warrants as at December 31, 2011 and June 30, 2011 are as follows:

		Weighted
		Average
	Number of	Exercise
	Warrants	Price

Balance, June 30, 2011	1,723,658	Cdn$0.50

Issued	1,510,607	Cdn$0.50

Balance, March 31, 2012	3,234,265	Cdn$0.50

	December 31,	June 30,
	2011	2011
	$	$
1,674,730 warrants expiring on November 10, 2012	21,573	378,707
48,928 warrants expiring on December 7, 2012	681	11,119
428,571 warrants expiring on January 8, 2013	12,136	–
1,082,036 warrants expiring on January 13, 2013	31,165	–
	65,555	389,826

F-8

~~During~~CANYON ~~the~~COPPER ~~six~~CORP. ~~months~~ (An Exploration ~~ended~~Stage ~~December~~Company) ~~31,~~ Notes ~~2011,~~to the ~~Company~~Financial ~~recorded~~Statements a March ~~gain~~31, 2012 on (Expressed ~~the change~~ in ~~fair~~U.S. ~~value~~dollars) ~~of the~~ ~~derivative~~ (unaudited) ~~liabilities of $600,119.~~

~~The~~9. ~~Company~~Share ~~uses~~Purchase ~~the~~Warrants ~~Black-Scholes option~~(continued) ~~pricing~~As ~~model~~at toMarch ~~calculate~~31, ~~the~~2012, ~~fair values of~~ the ~~derivative liabilities. The~~ following ~~table~~share ~~shows~~purchase ~~the~~warrants ~~weighted~~were ~~average assumptions used in the calculations~~outstanding:

				Risk-free	Expected	Expected
Number of	Exercise
			Expected	Interest	Dividend	Life (in
Warrants	Price	Expiry Date
			Volatility	Rate	Yield	years)
1,674,730	Cdn$0.50	November 10, 2012
	As at issuance date:
48,928	Cdn$0.50	December 7, 2012
	1,674,730 warrants expiring on November 10, 2012		175%	0.37%	0%	1.5
428,571	Cdn$0.50	January 8, 2013
	48,930 warrants expiring on December 7, 2012		172%	0.29%	0%	1.5
1,082,036	Cdn$0.50	January 13, 2013
	428,571 warrants expiring on January 8, 2013		173%	0.29%	0%	1.5
3,234,265
	1,082,036 warrants expiring on January 13, 2013		173%	0.27%	0%	1.5
	As at December 31, 2011		98%	0.19%	0%	0.9

6.	Common Stock
	(a)	On July 8, 2011, the Company issued 857,142 units at Cdn$0.35 per unit for total proceeds of $312,272 (Cdn$300,000) pursuant to a non-brokered private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$0.50 per share until January 8, 2013. Subject to the terms and conditions of the warrants, the Company may accelerate the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration.

10.	Contingent Liability

	On January 23, 2007, Focused Investor Relations Marketing Inc. commenced an action in Ontario, Canada against the Company seeking payment in the amount of $84,000 pursuant to an oral agreement. This action was dismissed by the Ontario Superior Court of Justice subsequent to March 31, 2012.

F-79

~~CANYON~~ITEM ~~COPPER CORP~~2. ~~(An~~MANAGEMENT'S ~~Exploration~~DISCUSSION ~~Stage~~AND ~~Company)~~ANALYSIS ~~Notes~~OF toFINANCIAL ~~the~~CONDITION ~~Financial~~AND ~~Statements~~RESULTS ~~December~~OF ~~31, 2011 (Expressed in U~~OPERATIONS.~~S. dollars) (unaudited)~~

6.	Common Stock (continued)
	(b)	On July 13, 2011, the Company issued 2,164,071 units at Cdn$0.35 per unit for total proceeds of $789,231 (Cdn$757,425) pursuant to a non-brokered private placement. Each unit consists of one share of common stock and one-half of one share purchase warrant, with each whole warrant entitling the holder to purchase an additional share of the common stock at a price of Cdn$0.50 per share until January 13, 2013. Subject to the terms and conditions of the warrants, the Company may accelerate the expiry date of the warrants if the Company’s shares close at a price equal to or greater than Cdn$0.60 for 10 consecutive trading days. If the Company elects to exercise its accelerated expiry date, the accelerated expiry date will be 30 days after the Company sends out the notice of acceleration. Pursuant to the private placement, the Company issued 129,844 agent’s compensation options with a fair value of $24,387. The agent’s compensation options were granted with an exercise price of Cdn$0.35 per unit. Each unit consisted of one share of common stock and one-half of one share purchase warrant with each whole warrant exercisable at Cdn$0.50 per share expiring on January 13, 2013. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 1.5 years, a risk-free rate of 0.27%, an expected volatility of 173%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.19 per option.
7.	Preferred Stock
	On October 20, 2011, the Company entered into a stock repurchase agreement, whereby the Company repurchased 500,000 Series A, 0% Convertible Preferred Stock of the Company for $15,000. On November 4, 2011, the Company cancelled the 500,000 shares of preferred stock.
8.	Stock Options
	On August 21, 2009, the Board of Directors of the Company adopted the Company’s 2009 Stock Option Plan (the “2009 Plan”). The aggregate number of shares of the Company’s common stock available for issuance under the 2009 Plan is 10% of the Company’s issued and outstanding shares. As at December 31, 2011, the Company had 3,291,276 stock options available for granting pursuant to the 2009 Plan.
	A summary of the Company’s stock option activity is as follows:

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

		Weighted
		Average	Aggregate
		Exercise	Intrinsic
	Number of	Price	Value
	Options	$	$
Outstanding and exercisable, June 30, 2011 and December 31, 2011	3,548,417	0.27	146,150

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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; changes in project parameters as plans continue to be refined; changes in labor costs; future mineral prices; equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry, including but not limited to environmental hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavorable operating conditions and losses; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section titled "Part II - Item 1A. Risk Factors" in this Quarterly Report.

	As at December 31, 2011, the weighted average remaining contractual life of the outstanding stock options is 2.3 years.
9.	Share Purchase Warrants
	The following table summarizes the continuity of the Company’s share purchase warrants:

Forward looking statement are based on a number of material factors and assumptions, including the results of exploration and drilling activities, the availability and final receipt of required approvals, licenses and permits, that sufficient working capital is available to complete proposed exploration and drilling activities, that contracted parties provide goods and/or services on the agreed time frames, the equipment necessary for exploration is available as scheduled and does not incur unforeseen break downs, that no labor shortages or delays are incurred and that no unusual geological or technical problems occur. While we consider these assumptions may be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled “Part II - Item 1A. Risk Factors” in this Quarterly Report.

		Weighted
		Average
		Exercise
	Number of	Price
	Warrants	(Cdn$)
Balance, June 30, 2011	1,723,658	0.50
Issued	1,510,607	0.50
Balance, December 31, 2011	3,234,265	0.50

We intend to discuss in our quarterly and annual reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this Quarterly Report. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on our business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement.

~~F-8~~We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

~~CANYON~~OVERVIEW ~~COPPER CORP. (An Exploration Stage Company) Notes to the Financial Statements December 31, 2011 (Expressed in U.S. dollars) (unaudited)~~

9.We ~~Share~~were ~~Purchase~~incorporated ~~Warrants~~on ~~(continued)~~January 21, 2000 under the laws of the State of Nevada.

AsWe atare ~~December~~an 31exploration stage company engaged in the acquisition, exploration ~~2011~~and development of mineral properties in western United States. We currently hold 100% title in a major claim block of 1,293 mineral claims, covering approximately 25,860 acres located in Mineral County, Nevada (the ~~following~~“New ~~share~~York ~~purchase~~Canyon ~~warrants~~Claims”). ~~were~~We ~~outstanding:~~also hold 21 patented mineral claims covering an area of approximately 420 acres, located within the vicinity of the New York Canyon Claims area. We collectively refer to the New York Canyon Claims and the patented claims as the “New York Canyon Project.”

Number of	Exercise
Warrants	Price	Expiry Date
1,674,730	Cdn$0.50	November 10, 2012
48,928	Cdn$0.50	December 7, 2012
428,571	Cdn$0.50	January 8, 2013
1,082,036	Cdn$0.50	January 13, 2013
3,234,265

We also hold an option to acquire a 100% interest in the “Moonlight Property”, which is comprised of 307 unpatented mineral claims having an area of approximately 6,300 acres. We acquired our interest in the Moonlight Property pursuant to an assignment agreement dated November 25, 2011 among Metamin Enterprises Inc. (the “Assignor”), a company controlled by Benjamin Ainsworth, our President, Secretary and director, Metamin Enterprises USA Inc., a wholly owned subsidiary of the Assignor, and the Company. The Moonlight Property is a copper porphyry project located on the northern end of the Walker Lane Belt in Plumas County, California.

10.	Contingent Liability
	On January 23, 2007, Focused Investor Relations Marketing Inc. commenced an action in Ontario, Canada against the Company seeking payment in the amount of $84,000 pursuant to an oral agreement. The Company believes that this action is without merit and will defend its position vigorously.
11.	Subsequent Event
	On January 19, 2012, the Company closed the Assignment Agreement with Metamin Enterprises Inc. and Metamin Enterprises USA Inc. (Note 3). On closing, the Company paid $15,000 and issued 75,000 shares of common stock to the Assignor, and issued 75,000 shares of common stock to the Optionor.

We have not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our mineral properties or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

~~F-9~~PLAN OF OPERATION

~~ITEM~~The 2following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the nine month period ended March 31, 2012 and changes in our financial condition from June 30, 2011. ~~MANAGEMENT'S~~This ~~DISCUSSION~~discussion ~~AND~~should ~~ANALYSIS~~be OFread ~~FINANCIAL~~in ~~CONDITION~~conjunction ~~AND~~with ~~RESULTS~~the Management’s OFDiscussion ~~OPERATIONS~~and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K for the year ended June 30, 2011 filed with the SEC on September 28, 2011.

~~CAUTIONARY~~Over ~~STATEMENT~~the ~~REGARDING~~next ~~FORWARD-LOOKING~~twelve months, our plan of operation is to ~~STATEMENTS~~complete following exploration programs on our mineral properties:

~~Certain~~New ~~statements~~York ~~contained~~Canyon inProject 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. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, among others, general business, economic, competitive, political and social uncertainties; the actual results of current exploration activities; actual results of reclamation activities; conclusions of economic evaluations; changes in project parameters as plans continue to be refined; changes in labor costs; future mineral prices; equipment or processes to operate as anticipated; accidents, labor disputes and other risks of the mining industry, including but not limited to environmental hazards, cave-ins, pit-wall failures, flooding, rock bursts and other acts of God or unfavorable operating conditions and losses; political instability, insurrection or war; delays in obtaining governmental approvals or financing or in the completion of development or construction activities, as well as those factors discussed in the section titled "Part II - Item 1A. Risk Factors" in this Quarterly Report.

~~Forward~~Phase ~~looking~~One ~~statement~~of ~~are~~our ~~based~~exploration program on athe ~~number~~New ofYork ~~material~~Canyon ~~factors~~Project ~~and~~involves ~~assumptions, including~~ the ~~results~~re-analysis of ~~exploration~~the ~~and~~2006 ~~drilling activities,~~Longshot ~~the~~Ridge ~~availability~~drill pulps and initiating ~~final~~environmental ~~receipt~~base ofline ~~required approvals~~studies, ~~licenses and~~which ~~permits,~~will ~~that~~permit ~~sufficient~~us ~~working~~to ~~capital~~conduct advanced isexploration, ~~available~~if towarranted. ~~complete~~We ~~proposed exploration~~commenced ~~and~~Phase ~~drilling~~One ~~activities,~~of ~~that~~our ~~contracted~~exploration program ~~parties~~in ~~provide~~July ~~goods and/or~~2011 ~~services~~by ondelivering the ~~agreed~~drill ~~time~~pulps ~~frames,~~from the ~~equipment~~2006 ~~necessary~~Longshot ~~for~~Ridge ~~exploration~~to isSparks ~~available~~Laboratory asin ~~scheduled~~Nevada. ~~and~~In ~~does~~December ~~not~~2011, ~~incur~~we ~~unforeseen~~received ~~break~~new ~~downs,~~assay results ~~that~~and nothese ~~labor~~results ~~shortages~~were oraudited ~~delays~~by ~~are~~an ~~incurred~~independent ~~and~~consultant ~~that~~for noquality assurance ~~unusual~~(QA) ~~geological~~and ~~or technical~~quality ~~problems~~control ~~occur~~(QC). ~~While~~In ~~the~~March ~~Company~~2012, ~~considers~~we ~~these~~engaged ~~assumptions may be~~an ~~reasonable~~independent ~~based~~consultant ~~on information currently available~~ to ~~it,~~conduct ~~they~~a ~~may~~review ~~prove~~of tothe ~~be incorrect. Actual~~ results ~~may~~in ~~vary~~order ~~from~~to ~~such~~provide ~~forward-looking~~us with ~~information for~~ a ~~variety~~ ofmore ~~reasons,~~robust ~~including~~estimate ~~but~~of ~~not~~the ~~limited~~project ~~to risks~~ and ~~uncertainties disclosed~~assist us in ~~the~~identifying ~~section~~key targets ~~titled~~for ~~“Part~~a IIdrilling -program ~~Item~~at ~~1A.~~the ~~Risk~~New ~~Factors”~~York inCanyon ~~this Quarterly Report~~Project.

WeIn ~~intend~~late to2012, ~~discuss~~subject ~~in our quarterly and annual reports any events or circumstances that occurred during the period~~ to ~~which~~obtaining ~~such~~financing, ~~documents relate~~we ~~that~~plan ~~are reasonably likely~~ to ~~cause actual events or circumstances to~~drill ~~differ~~test ~~materially~~the ~~from~~oxide ~~those~~mineralization ~~disclosed~~found ~~in this Quarterly Report. New factors emerge from time~~ to ~~time,~~the north and itnortheast ~~is not possible for management to predict all~~ of ~~such factors and to assess in advance~~ the ~~impact~~Longshot Ridge ofdeposit. ~~each~~This ~~such~~represents ~~factor on our business or~~ the ~~extent~~initial tostages ~~which~~of ~~any~~Phase ~~factor,~~Two ~~or combination~~ of ~~such factors, may~~our ~~cause~~exploration ~~actual~~program ~~results~~on tothe ~~differ~~New ~~materially~~York ~~from~~Canyon ~~those contained in any forwarding looking statement~~Project.

WeMoonlight ~~advise~~Property you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").

~~OVERVIEW~~In spring 2012, we conducted a preliminary assessment of the Moonlight Property, which involved a detailed review of all historical data on the Moonlight Property. Based on the results of this preliminary assessment, we have decided to commence a shallow reverse drill program at the Moonlight Property. The drill program is scheduled for early summer 2012 and will target the copper oxide deposit on the Moonlight Property.

WeAnticipated ~~were~~Expenses ~~incorporated on January 21, 2000 under the laws of the State of Nevada.~~

We ~~are~~anticipate anthat ~~exploration~~we ~~stage~~will ~~company~~require ~~engaged~~the infollowing ~~the~~funds ~~acquisition,~~for exploration ~~and~~programs development of mineral properties in western United States. We currently hold 100% title in a major claim block of 1,293 mineral claims, covering approximately 25,860 acres located in Mineral County, Nevada (the “New York Canyon Claims”). We also hold 21 patented mineral claims covering an area of approximately 420 acres, located within the vicinity of the New York Canyon Claims area. We collectively refer to the New York Canyon Claims and ~~the patented~~our ~~claims~~ongoing asoperations: ~~the “New York Canyon Project.”~~

We also hold an option to acquire a 100% interest in the “Moonlight Property”, which is comprised of 307 unpatented mineral claims having an area of approximately 6,300 acres. The Moonlight Property is a copper porphyry project located on the northern end of the Walker Lane Belt in Plumas County, California. See “Recent Corporate Developments – Moonlight Property”.

ITEM AND ACTIVITY		12 Month Total
		Budget
LAND STATUS
New York Canyon Project
2011 - 2012 unpatented claim maintenance fees	$	184,000
Monthly Payments – Patented Claims		36,000

Moonlight Property
Assignment and Option Payments		50,000
2011-12 unpatented claim maintenance fees		48,000
EXPLORATION PROGRAM
New York Canyon Project
Metallurgical sampling and testing		75,000
Environmental base line study work		55,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
Moonlight Property
Drilling		250,000
Metallurgical sampling and testing		50,000
Environmental base line study work		30,000
Geological mapping/geological survey		30,000
Field supplies and support		20,000
Contingency		25,000
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative		297,000
TOTAL	$	1,225,000

~~RECENT~~As ~~CORPORATE~~at ~~DEVELOPMENTS~~March 31, 2012, we had cash of $893,983. For the next twelve months, management anticipates that we have sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the Moonlight Property and to complete Phase One of our exploration program on the New York Canyon Project. However, we will require additional financing in order to implement the proposed test drilling program on the New York Canyon Project and to meet our ongoing expenses due in the late 2012. There is no assurance we will be successful in raising such funding or on terms that are acceptable to us. Since inception, we have been dependent on investment capital and debt financing from third parties as our primary source of liquidity. We anticipate continuing to rely on sales of shares of our common stock and loans in order to continue to fund our business operations. Issuances of additional shares will result in further dilution of our existing shareholders.

~~Since~~RESULTS ~~the~~OF ~~filing~~OPERATIONS ~~of our Quarterly Report for the fiscal quarter ended September 30, 2011 with the SEC on November 14, 2011, we experienced the following significant corporate developments:~~

~~Registration~~Third ~~Statement~~Quarter and Nine Months Summary

We registered the resale of 9,897,554 shares of our common stock offered by our selling stockholders pursuant to a Registration Statement on Form S-1/A under the Securities Act (the “Offering”). The prices at which the selling security holders may sell their shares will be determined by prevailing market prices, prices related to prevailing market prices or at privately negotiated prices. The SEC declared our Registration Statement on Form S-1/A (File No. 333-176303), effective at 12:00 p.m. (EST) on January 17, 2012 (the “Effective Date”). We did not sell any shares of our common stock in the Offering and therefore will not receive any proceeds from the Offering.

		Quarter Ended					Percentage			Nine Months Ended					Percentage
		March 31					Increase /			March 31					Increase /
		2012			2011		(Decrease)			2012			2011		(Decrease)
Revenue	$	-		$	-		n/a		$	-		$	-		n/a

Operating Expenses		(291,697	)		(172,605	)	69.0%			(1,036,795	)		(617,746	)	67.8%

Other Expenses		48,937			(6,887	)	(810.6	)%		633,945			(9,823	)	(6,553.7	)%

Net Loss	$	(242,760	)	$	(179,492	)	35.2%		$	(402,850	)	$	(627,569	)	(35.8	)%

~~Moonlight Property~~Revenues

OnWe ~~January~~have ~~19,~~not ~~2012,~~earned weany ~~closed~~revenues ~~the~~to ~~assignment~~date ~~agreement~~and ~~dated November~~do ~~25,~~not ~~2011~~anticipate earning ~~(the~~revenues ~~“Assignment~~until ~~Agreement”)~~such ~~among~~time ~~Metamin~~as ~~Enterprises~~we ~~Inc. (the~~enter ~~“Assignor”),~~into acommercial ~~company~~production ~~controlled~~of byour mineral ~~Benjamin~~properties. ~~Ainsworth,~~There ~~our~~can ~~President, Secretary~~be ~~and~~no ~~director,~~assurance ~~Metamin~~that ~~Enterprises~~we ~~USA~~will ~~Inc.~~be ~~(the~~successful ~~“Subsidiary”), a~~in ~~wholly~~discovering ~~owned~~commercial ~~subsidiary~~quantities ofor ~~the~~that ~~Assignor,~~we ~~and~~can uscommercially ~~whereby:~~produce ~~(i)~~metals ~~the Assignor~~or ~~assigned~~minerals. ~~all~~We ofare ~~its~~presently ~~right,~~an ~~title~~exploration ~~and~~stage ~~interest~~company engaged in ~~and~~the ~~to an option agreement~~search ~~dated~~for ~~September~~mineral ~~20,~~reserves. ~~2010,~~We ascan ~~amended~~provide onno ~~February~~assurances ~~18,~~that ~~2011~~we ~~and~~will ~~October~~be ~~31,~~able ~~2011,~~to ~~(the~~discover ~~“Option~~any ~~Agreement”)~~commercially ~~between~~exploitable ~~the~~levels ~~Assignor~~of ~~and~~mineral ~~Lester~~resources ~~Storey~~on ~~(the “Optionor”)~~our inproperty, ~~respect~~or, ofeven ~~the~~if ~~Moonlight~~such ~~Property;~~resources ~~and~~are ~~(ii)~~discovered, ~~the~~that ~~Subsidiary~~we ~~has~~will ~~agreed~~be able to ~~transfer~~enter tointo uscommercial ~~certain~~production ~~mineral claims held by the Subsidiary that form part~~ of ~~the~~ ~~Moonlight~~our ~~Property~~mineral properties.

InExpenses ~~consideration of the assignment, we agreed to:~~

(a)	pay to the Assignor the following cash payments:
	(i)	$15,000 on the date of approval from the TSX Venture Exchange (the “Exchange Acceptance Date”) (which has been paid);
	(ii)	$25,000 on or before February 18, 2012;
	(iii)	$25,000 on or before February 18, 2013;
	(iv)	an annual advanced royalty, deductible from any future royalty payments, of USD $15,000 commencing on February 18, 2014 and payable every year thereafter; and

Our expenses for the three and nine month periods ended March 31, 2012 and 2011 consisted of the following:

	(b)	issue to the Assignor the following shares of our common stock (“Shares”):
		Quarter Ended				Percentage			Nine Months Ended				Percentage
		(i)	75,000 Shares on the Exchange Acceptance Date (which have been issued);
		March 31				Increase /			March 31				Increase /
		(ii)	75,000 Shares on or before February 18, 2012;
		2012			2011	(Decrease)			2012			2011	(Decrease)
		(iii)	150,000 Shares on or before February 18, 2013; and
Operating Expenses:
		(iv)	200,000 Shares on or before February 18, 2014.
Foreign exchange loss (gain)	$	(3,423	)	$	19,989	(117.1	)%	$	62,022		$	45,454	36.5%
General and administrative		192,575			133,738	44.0%			547,285			311,149	75.9%
Mineral exploration costs		102,545			18,878	443.2%			427,488			261,143	63.7%
Sub-total	$	291,697		$	172,605	69.0%		$	1,036,795		$	617,746	67.8%
Other Expenses:
Loss (gain) on change in fair value of derivative liabilities		(56,412	)		-	(100.0	)%		(656,531	)		-	(100.0	)%
Interest expense		7,475			6,887	8.5%			22,586			9,823	129.9%
Sub-total	$	(48,937	)	$	6,887	(810.6	)%	$	(633,945	)	$	9,823	(6553.7	)%
Total Expenses	$	242,760		$	179,492	35.2%		$	402,850		$	627,569	(35.3	)%

WeOur ~~also~~operating ~~reimbursed~~expenses ~~the~~increased ~~Assignor~~from ~~approximately USD~~ $90172,~~000~~605, ~~for annual~~during ~~maintenance~~the ~~and~~three ~~exploration~~months ~~expenses~~ended ~~previously~~March ~~incurred~~31, on2011, ~~the~~to ~~Moonlight Property~~$291,697, byduring the ~~Assignor.~~three ~~The~~months ~~Assignor~~ended ~~will~~March ~~retain~~31, a2012. The 1%increase ~~net~~in ~~smelter~~our ~~return~~operating ~~on metals~~expenses ~~extracted~~is ~~from~~due ~~the~~to ~~Moonlight~~an ~~Property,~~increase ~~which~~in ~~can~~general beand ~~repurchased~~administrative byexpenses ~~us for $1,000,000,~~ and amineral ~~gross~~exploration ~~overriding~~costs, ~~royalty~~partially ofoffset ~~2.5%~~by onthe ~~receipts~~recording ~~from~~of ~~the~~a ~~sale~~foreign ~~of industrial~~currency ~~minerals~~gain.

AsOur weoperating ~~acquired~~expenses increased from $617,746, during the ~~Assignor’s~~nine months ~~rights~~ended ~~and~~March ~~interest~~31, in2011, ~~the~~to ~~Option Agreement~~$1,036,795, weduring ~~will~~the ~~also~~nine bemonths ~~required~~ended toMarch 31, do2012. ~~the~~The ~~following~~increase in ~~order~~our operating expenses is due to ~~maintain~~increases ~~and~~in foreign ~~exercise~~exchange ~~the~~loss, ~~option~~general toand ~~acquire~~administrative ~~the~~expenses ~~Moonlight~~and ~~Property:~~mineral exploration costs.

(a)	pay to the Optionor the following cash payments:
	(i)	$25,000 on or before February 18, 2012;
	(ii)	$25,000 on or before February 18, 2013;
	(iii)	an annual advanced royalty, deductible from any future royalty payments, of USD $15,000 commencing on February 18, 2014 and payable every year thereafter; and

General and administration expenses, during the three and nine months ended March 31, 2012, primarily consisted of: (i) consulting fees incurred for services provided by our executive officers; (ii) investor relations costs; and (iii) legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange and meeting our ongoing reporting requirements under the Exchange Act. The increase in general and administrative expenses during the three and nine months ended March 31, 2012 primarily relates to an increase in legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange.

(b)	issue to the Optionor the following Shares:
	(i)	75,000 Shares on the Exchange Acceptance Date (which have been issued);
	(ii)	75,000 Shares on or before February 18, 2012;
	(iii)	150,000 Shares on or before February 18, 2013; and
	(iv)	200,000 Shares on or before February 18, 2014.

Mineral exploration costs consisted of annual payments to maintain the New York Canyon Project in good standing, mineral lease payments and fees paid for the re-analysis the 2006 Longshot Ridge drill pulps.

~~PLAN~~The OFdecrease ~~OPERATION~~in our net loss for the nine months ended March 31, 2012 is due to the fact that we recorded a gain on change in fair value of derivative liability, which relates to the issuance of share purchase warrants under our brokered and non-brokered foreign private placement offering, offset by an increase in foreign exchange loss, general and administrative expenses and mineral exploration costs.

~~The~~We ~~following~~anticipate ~~discussion~~that ~~and analysis summarizes~~ our ~~plan~~expenses ~~of operation~~will ~~for~~increase over the next twelve months, ~~our~~due ~~results~~to ~~of operations for the six month period ended December 31, 2011 and changes in~~ our ~~financial~~ongoing ~~condition~~planned ~~from June~~exploration ~~30,~~activities ~~2011. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report~~ on ~~Form 10-K for~~ the ~~year~~New ~~ended June 30,~~York ~~2011~~Canyon ~~filed~~Project ~~with~~and ~~the~~Moonlight ~~SEC on September 28, 2011~~Property.

~~Over~~LIQUIDITY ~~the~~AND ~~next~~CAPITAL ~~twelve~~RESOURCES ~~months, our plan of operation is to complete following exploration programs on our mineral properties:~~

New York Canyon Project

Working Capital
							Percentage
		At March 31, 2012			At June 30, 2011		Increase / Decrease
Current Assets	$	936,564		$	1,270,655		(26.3	)%
Current Liabilities		(897,220	)		(780,265	)	15.0%
Working Capital Surplus	$	39,344		$	490,390		(92.0	)%

Phase One of our exploration program on the New York Canyon Project involves the re-analysis of the 2006 Longshot Ridge drill pulps and initiating environmental base line studies, which will permit us to conduct advanced exploration, if warranted.

Cash Flows
		Nine Months Ended			Nine Months Ended
		March 31, 2012			March 31, 2011
Cash Used in Operating Activities	$	(979,493	)	$	(441,957	)
Cash Provided by Investing Activities		-			-
Cash Provided by Financing Activities		646,512			199,640
Net Decrease in Cash During Period	$	(332,981	)	$	(242,317	)

WeOur ~~commenced~~working ~~Phase~~capital ~~One~~decreased offrom ~~our~~$490,390, ~~exploration~~as ~~program~~at inJune ~~July 2011~~30, by2011, ~~delivering~~to ~~the~~$39,344, ~~drill~~as ~~pulps~~at ~~from~~March ~~the~~31, ~~2006~~2012. ~~Longshot~~The ~~Ridge~~decrease toin ~~Sparks~~working ~~Laboratory~~capital was inprimarily ~~Nevada.~~a Inresult ~~December~~of ~~2011,~~a wedecrease ~~received~~in ~~new~~cash ~~assay~~due ~~results~~to general and ~~are currently~~administrative ~~being~~expenses, ~~audited~~Phase byOne anof ~~independent~~our ~~consultant~~exploration ~~for~~program ~~quality~~on ~~assurance~~the ~~(QA)~~New ~~and quality~~York ~~control~~Canyon ~~(QC).~~Project, our ~~Once~~acquisition ~~the~~of ~~audit~~an isinterest ~~complete,~~in the ~~results~~Moonlight ~~will~~Property ~~provide~~and uslisting on the TSX ~~with~~Venture aExchange. ~~more~~These ~~robust~~amounts ~~estimate~~were ofpartially offset by the ~~project~~fact that we completed our brokered and ~~assist~~non-brokered usforeign inprivate ~~identifying~~placement ~~key~~financings in ~~targets~~July 2011 for atotal ~~drilling~~proceeds ~~program~~of atCDN $1,057,425 ($1,101,503). The details of the private ~~New~~placement ~~York~~financings ~~Canyon~~are ~~Project.~~set out below:

Moonlight Property

(a)	a brokered offering of 2,164,071 units for gross proceeds of CDN $757,425 ($789,231) pursuant to Regulation S of the Securities Act; and

(b)	a non-brokered offering of 857,142 units for gross proceeds of CDN $300,000 ($312,272) pursuant to Regulation S of the Securities Act.

InFuture ~~spring~~Financings 2012, we plan to commence our preliminary assessment of the Moonlight Property, which will involve a detailed review of all historical data on the Moonlight Property. Once completed, we will be able to determine an appropriate work program for the Moonlight Property.

~~Anticipated~~Our ~~Expenses~~plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project. For the next twelve months, management anticipates that we have sufficient funds for its exploration program on the Moonlight Property and to complete Phase One of our exploration program on the New York Canyon Project. However, we will require additional financing to implement the proposed test drilling program on the New York Canyon Project and to meet our ongoing operating expenses due in late 2012.

WeObtaining ~~anticipate~~financing ~~that~~is wesubject ~~will~~to ~~require~~a number of factors, including the ~~following~~market ~~funds~~prices for the mineral property and copper. These factors ~~exploration~~may ~~programs~~make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our ~~ongoing~~property acquisitions. We have not attained profitable operations: and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

ITEM AND ACTIVITY		12 Month Total
		Budget
LAND STATUS
New York Canyon Project
2011 - 2012 unpatented claim maintenance fees	$	184,000
Monthly Payments – Patented Claims		36,000
Moonlight Property
Assignment and Option Payments		50,000
2011-12 unpatented claim maintenance fees		48,000
EXPLORATION PROGRAM
New York Canyon Project
Metallurgical sampling and testing		100,000
Environmental base line study work		85,000
Geological mapping		30,000
Filed supplies and support		30,000
Contingency		35,000
Moonlight Property
Preliminary Assessment		75,000
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative		297,000
TOTAL	$	970,000

OFF-BALANCE SHEET ARRANGEMENTS

~~As at December 31, 2011, we had cash of $1,175,040~~None. For the next twelve months, management anticipates that we have sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the New York Canyon Project and our continued operations. In the event that we wish to proceed with phase two of our exploration program or a detailed exploration program on the Moonlight Property, of which there is no assurance, we will be required to raise substantial financing. However, there is no assurance we will be successful in raising such funding or on terms that are acceptable to us. Since inception, we have been dependent on investment capital and debt financing from third parties as our primary source of liquidity. We anticipate continuing to rely on sales of shares of our common stock and loans in order to continue to fund our business operations. Issuances of additional shares will result in further dilution of our existing shareholders.

~~RESULTS~~CRITICAL OFACCOUNTING ~~OPERATIONS~~POLICIES

~~Second~~We ~~Quarter~~have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and ~~Six~~results ~~Months~~of ~~Summary~~operations. Our significant accounting policies are disclosed in Note 2 to our audited financial statements included in our Annual Report for the year ended June 30, 2011.

		Quarter Ended					Percentage			Six Months Ended					Percentage
		December 31					Increase /			December 31					Increase /
		2011			2010		(Decrease)			2011			2010		(Decrease)
Revenue	$	-		$	-		n/a		$	-		$	-		n/a
Operating Expenses		(181,223	)		(125,620	)	44.3	%		(745,098	)		(445,141	)	67.4	%
Other Income (Loss)		326,109			(2,936	)	(11,207.3	)%		585,008			(2,936	)	(20,025.3	)%
Net Income (Loss)	$	144,866		$	(128,556	)	(212.7	)%	$	(160,090	)	$	(448,077	)	(64.3	)%

Mineral Property Costs

~~Revenues~~We have been in the exploration stage since our inception on January 21, 2000 and have not yet realized any revenues from our planned operations. We are primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. We assess the carrying costs for impairment under ASC 360, “Property, Plant, and Equipment” at each fiscal quarter end. When we have been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

WeLong-Lived ~~have~~Assets not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. There can be no assurance that we will be successful in discovering commercial quantities or that we can commercially produce metals or minerals. We are presently an exploration stage company engaged in the search for mineral reserves. We can provide no assurances that we will be able to discover any commercially exploitable levels of mineral resources on our property, or, even if such resources are discovered, that we will be able to enter into commercial production of our mineral properties.

~~Expenses~~In accordance with ASC 360, “Property, Plant and Equipment”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Our~~Stock-Based ~~expenses~~Compensation ~~for the three and six month periods ended December 31, 2011 and 2010 consisted of the following:~~

		Quarter Ended				Percentage			Six Months Ended				Percentage
		December 31				Increase /			December 31				Increase /
		2011			2010	(Decrease)			2011			2010	(Decrease)
Operating
Expenses:
Foreign exchange (gain) loss	$	(12,182	)	$	14,863	(182.0	)%	$	65,455		$	25,465	157.0	%
General and administrative		159,222			86,497	84.1	%		354,710			177,411	99.9	%
Mineral exploration costs		34,183			24,260	40.9	%		324,943			242,265	34.1	%
Sub-total	$	181,223		$	125,620	44.3	%	$	745,098		$	445,141	67.4	%
Other Expenses:
Loss (gain) on change in fair value of derivative liabilities		(333,544	)		-	100.0	%		(600,119	)			100.0	%
Interest expense		7,435			2,936	153.2	%		15,111			2,936	414.7	%
Sub-total	$	(326,109	)	$	2,936	(11,207.3	)%	$	(585,008	)	$	2,936	(20,025.3	)%
Total Expenses	$	(144,886	)	$	128,556	(212.7	)%	$	160,090		$	448,077	(64.3	)%

We record stock-based compensation in accordance with ASC 718, “Compensation – Stock Based Compensation” and ASC 505, “Equity Based Payments to Non-Employees”, which requires the measurement and recognition of compensation expense based on estimated fair values for all share-based awards made to employees and directors, including stock options.

~~Our~~ASC ~~operating~~718 ~~expenses~~requires ~~increased~~companies ~~from~~to ~~$125,620,~~estimate ~~during~~ the fair value of ~~three~~share-based ~~months~~awards ~~ended~~on ~~December~~the ~~31,~~date ~~2010,~~of togrant ~~$144,886,~~using ~~during~~an ~~the~~option-pricing ~~three~~model. ~~months~~We ~~ended~~use ~~December~~the ~~31,~~Black-Scholes ~~2011~~option-pricing model as its method of determining fair value. This ~~The~~model ~~increase~~is inaffected by our ~~operating~~stock ~~expenses~~price isas ~~due~~well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to ~~increases~~our inexpected stock price volatility over the term of the awards, and ~~general~~actual and ~~administrative~~projected ~~expenses~~employee ~~and~~stock ~~mineral~~option ~~exploration~~exercise ~~costs~~behaviors. ~~This~~The ~~was~~value of the ~~partially~~portion ~~offset~~of bythe award that is ultimately expected to vest is recognized as an expense in the ~~recording~~statement of aoperations ~~foreign~~over ~~currency~~the ~~gain~~requisite service period.

~~Our~~All ~~operating~~transactions ~~expenses~~in ~~increased~~which ~~from~~goods ~~$445,141,~~or ~~during~~services ~~the~~are ~~six~~the ~~months~~consideration ~~ended~~received ~~December~~for ~~31,~~the ~~2010,~~issuance toof ~~$745,098,~~equity ~~during~~instruments ~~the~~are ~~six~~accounted ~~months ended~~for ~~December~~based ~~31,~~on ~~2011.~~the ~~The~~fair ~~increase~~value inof ~~our~~the ~~operating~~consideration ~~expenses~~received isor ~~due~~the tofair ~~increases~~value inof the ~~foreign~~equity ~~exchange~~instrument ~~loss~~issued, ~~general~~whichever ~~and~~is ~~administrative~~more ~~expenses~~reliably ~~and mineral exploration costs~~measurable.

~~General~~ITEM and administration expenses, during the three and six months ended December 31, 2011, primarily consisted of: (i) consulting fees incurred for services provided by our executive officers; and (ii) legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange and meeting our ongoing reporting requirements under the Exchange Act3. ~~The~~ ~~increase~~QUANTITATIVE inAND ~~general~~QUALITATIVE ~~and~~DISCLOSURES ~~administrative~~ABOUT ~~expenses~~MARKET ~~during the three and six months ended December 31, 2011 primarily relates to an increase in legal, accounting and filing fees in connection with our listing on the TSX Venture Exchange~~RISK.

~~Mineral~~Not ~~exploration costs consisted of annual payments to maintain the New York Canyon Project in good standing, mineral lease payments and fees paid for the re-analysis the 2006 Longshot Ridge drill pulps~~Applicable.

~~The~~ITEM ~~recording~~4. ofCONTROLS aAND net income during the three months ended December 31, 2011 and the decrease in our net loss for six months ended December 31, 2011 is due to the fact that we recorded a gain on change in fair value of derivative liability, which relates to the issuance of share purchase warrants under our brokered and non-brokered foreign private placement offering, offset by an increase in foreign exchange loss, general and administrative expenses and mineral exploration costsPROCEDURES.

WeDisclosure ~~anticipate~~Controls ~~that our expenses will increase over the next twelve months due to our ongoing planned exploration activities on the New York Canyon Project~~ and ~~Moonlight~~Procedures ~~Property.~~

~~LIQUIDITY~~We ~~AND~~carried ~~CAPITAL~~out ~~RESOURCES~~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 March 31, 2012 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended June 30, 2011 (the “2011 Annual Report”).

Working Capital
							Percentage
		At December 31, 2011			At June 30, 2011		Increase / Decrease
Current Assets	$	1,201,879		$	1,270,655		(5.4	)%
Current Liabilities		(902,970	)		(780,265	)	15.7	%
Working Capital Surplus	$	298,909		$	490,390		(39.0	)%

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2011 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.

Cash Flows
		Six Months Ended			Six Months Ended
		December 31, 2011			December 31, 2010
Cash Used in Operating Activities	$	(698,436	)	$	(342,014	)
Cash Provided by Investing Activities		-			-
Cash Provided by Financing Activities		646,512			124,933
Net Increase in Cash During Period	$	(51,924	)	$	(217,081	)

Changes in Internal Control Over Financial Reporting

~~Our~~There ~~working~~were ~~capital~~no ~~decreased~~changes ~~from~~in ~~$490,390,~~our asinternal atcontrol ~~June~~over ~~30,~~financial ~~2011,~~reporting tothat ~~$298,909,~~occurred asduring atthe ~~December~~fiscal ~~31,~~quarter ~~2011.~~ended ~~The~~March ~~decrease~~31, in2012 ~~working~~that ~~capital was~~have ~~primarily~~materially aaffected, ~~result~~or ~~of the fact~~ that weare ~~recorded~~reasonably inlikely ~~increases in accounts payable and amounts due~~ to ~~related~~materially ~~parties.~~affect, ~~The decease was partially offset by the fact that we completed~~ our ~~brokered and non-brokered foreign private placement~~ ~~financings~~internal incontrol ~~July~~over ~~2011.~~financial ~~Funds received from completing our private placement financings were offset by cash used in connection with Phase One of our exploration program and our listing on the TSX Venture Exchange~~reporting.

~~During~~PART ~~the~~II ~~six~~- ~~months~~OTHER ~~ended~~INFORMATION ~~December 31, 2011, we completed the following private placement financings:~~

(a)	a brokered offering of 2,164,071 units for gross proceeds of CDN $757,425 ($789,231) pursuant to Regulation S of the Securities Act; and
(b)	a non-brokered offering of 857,142 units for gross proceeds of CDN $300,000 ($312,272) pursuant to Regulation S of the Securities Act.

ITEM 1. LEGAL PROCEEDINGS.

~~Future~~Other ~~Financings~~than as previously disclosed in our 2011 Annual Report, we are not party to any legal proceedings and there have been no material developments to the proceedings previously disclosed in our 2011 Annual Report.

~~Our~~ITEM ~~plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project~~1A. ~~For~~RISK the next twelve months, management anticipates that we have sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the New York Canyon Project and our continued operationsFACTORS. In the event that we wish to proceed with phase two of our exploration program or conduct a detailed exploration program on the Moonlight Property, of which there is no assurance, we will be required to raise substantial financing

~~Obtaining~~The ~~financing~~following isare ~~subject~~some ~~to a number~~ of ~~factors, including~~ the ~~market~~important ~~prices for the mineral property and copper. These~~ factors ~~may~~ ~~make~~that ~~the timing, amount, terms or conditions of additional financing~~could ~~unavailable~~affect ~~to us. Since~~ our ~~inception,~~financial weperformance ~~have~~or ~~used~~could ~~our~~cause ~~common~~actual ~~stock~~results to ~~raise~~differ ~~money~~materially ~~for~~from ~~our~~estimates ~~operations~~contained ~~and~~in ~~for~~ our ~~property~~forward-looking ~~acquisitions~~statements. We ~~have not attained~~may ~~profitable~~encounter ~~operations~~risks ~~and~~in ~~are~~addition ~~dependent~~to ~~upon~~those ~~obtaining~~described ~~financing~~below. toAdditional ~~pursue~~risks ~~our~~and ~~plan~~uncertainties ofnot ~~operation.~~currently ~~For~~known ~~these~~to ~~reasons~~us, ~~our~~or ~~independent~~that ~~auditors~~we ~~believe~~currently ~~there~~deem to be ~~exists~~immaterial, amay ~~substantial~~also ~~doubt~~impair ~~about~~or ~~our~~adversely ~~ability~~affect toour ~~continue~~business, asfinancial condition aor ~~going~~results ~~concern~~of operation.

~~OFF-BALANCE~~We ~~SHEET~~lack ~~ARRANGEMENTS~~an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activities and if we do not obtain sufficient financing, our business will fail.

~~None~~We were incorporated on January 21, 2000 and to date have been involved primarily in the acquisition of our mineral property and the exploration and development on this property. We have no exploration history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

~~CRITICAL~~(i) ~~ACCOUNTING~~our ~~POLICIES~~ability to locate a profitable mineral property; and (ii) our ability to generate revenues.

Our plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project, which may require us to obtain financing. We recorded a net loss of $402,850 for the nine months ended March 31, 2012 and have ~~identified~~an ~~certain~~accumulated ~~accounting~~deficit ~~policies~~of $22,240,618 ~~described~~since ~~below~~inception. As at March 31, 2012, we had cash of $893,983. For the next twelve months, management anticipates that ~~are~~we ~~most~~have ~~important~~sufficient funds to meet our minimum cash requirements to fund our proposed exploration program on the ~~portrayal~~Moonlight Property and to complete Phase One of our ~~current~~exploration ~~financial~~program on the New York ~~condition~~Canyon Project. However, we will require additional financing in order to implement the proposed test drilling program on the New York Canyon Project and to ~~results~~meet ofour ~~operations~~ongoing operating expenses due in late 2012. ~~Our~~There ~~significant~~is ~~accounting~~no ~~policies~~assurance we will be successful in raising such funding or on terms that are acceptable to ~~disclosed~~us. inSince ~~Note~~inception, 2we have been dependent on investment capital and debt financing from third parties as our primary source of liquidity. We anticipate continuing to rely on sales of shares of our ~~audited~~common ~~financial~~stock ~~statements~~and ~~included~~loans in order to continue to fund our ~~Annual~~business operations. Issuances of additional shares will ~~Report~~result ~~for~~in ~~the~~further ~~year~~dilution ~~ended~~of ~~June~~our ~~30,~~existing ~~2011~~shareholders.

~~Mineral~~Obtaining ~~Property~~financing ~~Costs~~would be subject to a number of factors, including the market prices for the mineral property and base and precious metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.

WeBecause ~~have~~we ~~been~~anticipate inour ~~the~~operating ~~exploration~~expenses ~~stage~~will ~~since our inception on~~increase ~~January~~prior ~~21,~~to ~~2000 and have not yet realized any revenues from~~ our ~~planned operations.~~earning We are primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized. We assess the carrying costs for impairment under ASC 360revenues, ~~“Property, Plant, and Equipment” at each fiscal quarter end. When~~ we ~~have~~may ~~been~~never ~~determined~~achieve ~~that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized~~profitability. ~~Such~~ costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~Long-Lived~~Prior ~~Assets~~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 properties 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.

InBecause ~~accordance with ASC 360, “Property, Plant and Equipment”,~~ we ~~test~~are ~~long-lived~~an ~~assets~~exploration orstage ~~asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include~~company, ~~but~~our ~~are not limited to: significant decreases in the market price of the asset; significant adverse changes in the~~ business ~~climate or legal factors; accumulation of costs~~ ~~significantly~~has ~~in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with~~ a ~~history~~high ofrisk ~~losses or a forecast~~ of ~~continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life~~failure. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Stock-Based~~As ~~Compensation~~noted in the financial statements that are included with this Quarterly Report, 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. These conditions, as indicated in our audit report included in our Annual Report for the year ended June 30, 2011, raise substantial doubt as to our ability to continue as a going concern. 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.

WeBecause ~~record~~we ~~stock-based~~have ~~compensation~~not incommenced ~~accordance~~business ~~with ASC 718~~operations, ~~“Compensation~~ –we ~~Stock~~face ~~Based Compensation” and ASC 505, “Equity Based Payments to~~a ~~Non-Employees”,~~high ~~which~~risk ~~requires the measurement and recognition~~ of ~~compensation~~business ~~expense based on estimated fair values for all share-based awards made to employees and directors, including stock options~~failure.

~~ASC~~We ~~718~~have ~~requires~~not ~~companies~~earned toany ~~estimate~~revenues ~~the~~as ~~fair value~~ of ~~share-based~~ ~~awards on~~ the date of ~~grant~~this Quarterly ~~using an option-pricing model~~Report. WePotential ~~use the~~investors ~~Black-Scholes~~should ~~option-pricing~~be ~~model~~aware ~~as its method~~ of ~~determining~~the ~~fair value.~~difficulties ~~This~~normally ~~model~~encountered ~~is affected~~ by ~~our~~new ~~stock~~mineral ~~price~~exploration ascompanies ~~well~~and asthe ~~assumptions~~high ~~regarding~~rate aof ~~number~~failure of ~~subjective~~such ~~variables~~enterprises. ~~These~~The ~~subjective~~likelihood ~~variables~~of ~~include,~~success ~~but~~must ~~are~~be ~~not~~considered in ~~limited~~light toof ~~our~~the ~~expected~~problems, ~~stock~~expenses, ~~price~~difficulties, ~~volatility~~complications ~~over~~and ~~the~~delays encountered ~~term~~in ofconnection with the ~~awards,~~exploration ~~and actual~~of ~~and~~the ~~projected~~mineral ~~employee~~properties ~~stock~~that ~~option~~we plan ~~exercise~~to ~~behaviors~~undertake. ~~The~~These ~~value~~potential ofproblems ~~the portion~~include, ofbut ~~the~~are ~~award~~not ~~that~~limited isto, unanticipated ~~ultimately~~problems ~~expected~~relating to ~~vest~~exploration, isand ~~recognized~~additional ascosts anand ~~expense~~expenses inthat ~~the~~may ~~statement~~exceed ofcurrent ~~operations over the requisite service period~~estimates.

~~All~~We ~~transactions~~have inno ~~which~~known ~~goods~~mineral orreserves ~~services~~and ~~are~~if ~~the consideration~~we ~~received~~cannot ~~for~~find ~~the issuance of equity instruments are accounted for~~any, ~~based~~we onwill ~~the~~have ~~fair~~to ~~value~~cease ~~of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable~~operations.

~~ITEM~~We 3have no mineral reserves. ~~QUANTITATIVE~~Mineral ~~AND~~exploration ~~QUALITATIVE~~is ~~DISCLOSURES~~highly speculative. ~~ABOUT~~It ~~MARKET~~involves ~~RISK~~many risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability is subject to further risks including:

~~Not~~- ~~Applicable~~Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for; - Availability and costs of financing; - Ongoing costs of production; and - Environmental compliance regulations and restraints.

~~ITEM~~The 4Tmarketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near our mineral properties and such other factors as government regulations, including regulations relating to allowable production, exporting of minerals, and environmental protection. ~~CONTROLS~~If ~~AND~~we ~~PROCEDURES~~do not find a mineral reserve or define a mineral inventory containing gold, silver or copper or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and investors will lose their investment.

~~Disclosure~~In ~~Controls~~order to maintain our rights to our mineral properties, we will be required to make annual filings with federal and ~~Procedures~~state regulatory agencies and/or be required to complete assessment work on our mineral properties.

WeIn ~~carried~~order ~~out~~to anmaintain ~~evaluation~~our ofrights ~~the~~to ~~effectiveness~~our ofmineral ~~our~~properties, we ~~disclosure~~will ~~controls~~be ~~and~~required ~~procedures~~to ~~(as~~make ~~defined~~annual infilings ~~Exchange~~with ~~Act~~federal ~~Rules 13a-15(e)~~ and ~~15d-15(e))~~state asregulatory authorities. ofIn ~~December 31~~addition, ~~2011~~we ~~(the~~may ~~“Evaluation~~be ~~Date”).~~required ~~This~~by ~~evaluation was~~federal ~~carried out under the supervision~~ and/or ~~with~~state ~~the participation of our Chief~~legislation ~~Executive~~or ~~Officer~~regulations ~~and~~to ~~Chief~~complete ~~Financial~~minimum ~~Officer.~~annual ~~Based~~amounts ~~upon~~of ~~that evaluation, our~~mineral ~~Chief~~exploration ~~Executive~~work ~~Officer~~on ~~and Chief Financial Officer concluded that~~ our ~~disclosure~~ ~~controls~~mineral ~~and~~properties. ~~procedures~~A ~~were~~failure ~~not~~by ~~effective~~us asto ofmeet the ~~Evaluation Date~~annual asmaintenance arequirements ~~result~~under offederal ~~the~~and ~~material~~state ~~weaknesses~~laws ~~disclosed~~could incause our ~~Annual~~rights ~~Report on Form~~to ~~10-K~~our ~~for~~mineral ~~the~~properties ~~year~~to ~~ended June 30, 2011 (the “2011 Annual Report”)~~lapse.

~~Notwithstanding~~Because of the ~~assessment~~inherent ~~that~~dangers ~~our~~involved ~~internal~~in ~~control over~~mineral ~~financial~~exploration, ~~reporting~~there ~~was~~is ~~not~~a ~~effective~~risk ~~and~~ that ~~there were material weaknesses as identified in our 2011 Annual Report,~~ we ~~believe~~may ~~that~~incur ~~our~~liability ~~financial~~or ~~statements contained~~damages inif ~~our Quarterly Report on Form 10-Q for the quarter ended December 31, 2011 fairly present our financial condition, results of operations~~ and ~~cash~~when ~~flows~~we inconduct ~~all~~mineral ~~material~~exploration ~~respects~~activities.

~~Changes~~The insearch ~~Internal~~for ~~Control~~valuable ~~Over~~minerals ~~Financial~~involves ~~Reporting~~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~~If ~~were~~the noprice ~~changes~~of inbase ~~our~~and ~~internal~~precious ~~control~~metals ~~over financial reporting that occurred during the fiscal quarter ended December 31~~declines, ~~2011~~our ~~that~~financial ~~have~~ condition ~~materially~~and ~~affected,~~ability ~~or that are reasonably likely~~ to ~~materially~~obtain ~~affect, our~~future ~~internal~~financings ~~control~~will ~~over~~be ~~financial reporting~~impaired.

~~PART~~The IIprice -of ~~OTHER~~base ~~INFORMATION~~and precious metals is affected by numerous factors, all of which are beyond our control. Factors that tend to cause the price of base and precious metals to decrease include the following:

~~ITEM~~(a) 1.Sales ~~LEGAL~~or ~~PROCEEDINGS~~leasing of base and precious metals by governments and central banks; (b) A low rate of inflation and a strong US dollar; (c) Speculative trading; (d) Decreased demand for base and precious metals industrial, jewelry and investment uses; (e) High supply of base and precious metals from production, disinvestment, scrap and hedging; (f) Sales by base and precious metals producers and foreign transactions and other hedging transactions; and (g) Devaluing local currencies (relative to base and precious metals price in US dollars) leading to lower production costs and higher production in certain major base and precious metals producing regions.

~~Other~~Our ~~than~~business asis ~~previously~~dependent ~~disclosed~~on inthe ~~our~~price ~~2011~~of ~~Annual~~base ~~Report,~~and precious wemetals. ~~are~~We have not ~~party~~undertaken hedging transactions in order to ~~any~~protect ~~legal~~us ~~proceedings~~from a decline in the price of base and ~~there~~precious ~~have~~metals. ~~been~~A nodecline ~~material~~in the price of ~~developments~~base toand ~~the~~precious ~~proceedings~~metals ~~previously~~may ~~disclosed~~also indecrease our ~~2011~~ability ~~Annual~~to obtain future ~~Report~~financings to fund our planned development and exploration programs.

~~ITEM~~If ~~1A.~~we ~~RISK~~are ~~FACTORS~~unable to hire and retain key personnel, we may not be able to implement our business plan.

~~The~~Our ~~following~~success ~~are~~is ~~some~~dependent ofupon the ~~important~~performance ~~factors~~of ~~that~~key ~~could~~personnel ~~affect~~working ~~our~~full-time ~~financial~~in ~~performance~~management, orsupervisory ~~could~~and ~~cause~~administrative ~~actual~~capacities ~~results~~or ~~to differ~~as ~~materially~~consultants. ~~from~~This ~~estimates~~is ~~contained~~particularly true in ~~our~~highly ~~forward-looking~~technical ~~statements.~~businesses Wesuch ~~may~~as ~~encounter~~mineral ~~risks~~exploration. These individuals are in ~~addition~~high demand and we may not be able to ~~those~~attract ~~described~~the ~~below~~personnel we need. ~~Additional~~The ~~risks~~loss ~~and~~of the services of senior management ~~uncertainties~~or ~~not~~key ~~currently~~personnel ~~known~~could tohave a material and adverse effect on us, orour ~~that~~business and weresults ~~currently~~of ~~deem~~operations. Failure to ~~be immaterial,~~hire ~~may~~key ~~also~~personnel ~~impair~~when needed, or ~~adversely~~on acceptable ~~affect~~terms, ~~our~~would ~~business,~~have ~~financial condition~~a orsignificant ~~results~~negative ofeffect ~~operation~~on our business.

WeAs ~~lack~~we anundertake ~~operating~~exploration ~~history~~of ~~and~~our ~~have~~mineral ~~losses~~properties, ~~which~~ we ~~expect~~ towill ~~continue~~be ~~into~~subject ~~the~~to ~~future.~~compliance Aswith agovernment ~~result,~~regulation wethat may ~~have~~increase ~~to suspend or cease~~the ~~exploration~~anticipated ~~activities~~cost ~~and~~of ~~if we do not obtain sufficient financing,~~ our ~~business~~ ~~will~~exploration ~~fail~~program.

There are several governmental regulations that materially restrict mineral exploration. We ~~were~~are ~~incorporated~~required onto ~~January~~obtain 21work permits, ~~2000~~post bonds and perform remediation work for any physical disturbance to ~~date~~the ~~have~~land ~~been~~in order ~~involved~~to ~~primarily~~comply inwith ~~the~~these ~~acquisition~~laws. ofIf ~~our~~we ~~mineral~~enter ~~property~~the ~~and~~production phase, the cost of ~~exploration~~complying ~~and~~with ~~development~~permit onand ~~this~~regulatory ~~property.~~environment Welaws ~~have~~will nobe ~~exploration~~greater ~~history~~because ~~upon~~the ~~which~~impact anon ~~evaluation~~the ofproject ~~our~~area ~~future~~is ~~success~~greater. orPermits ~~failure~~and ~~can~~regulations bewill ~~made. Our~~control ~~ability~~all toaspects ~~achieve~~of ~~and~~the ~~maintain~~production ~~profitability~~program ~~and~~if ~~positive~~the ~~cash~~project ~~flow~~continues isto that stage. ~~dependent~~Examples ~~upon~~of regulatory requirements include:

(ia) ~~our~~Water ~~ability~~discharge will have to ~~locate~~meet adrinking ~~profitable~~water ~~mineral~~standards; ~~property~~(b) Dust generation will have to be minimal or otherwise re-mediated; (c) Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation; (iid) ~~our~~An ~~ability~~assessment of all material to ~~generate~~be ~~revenues~~left on the surface will need to be environmentally benign; (e) Ground water will have to be monitored for any potential contaminants; (f) The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and (g) There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

~~Our~~There ~~plan~~is ofa ~~operation~~risk ~~calls~~that ~~for~~new ~~significant~~regulations ~~expenses~~could ~~in connection~~increase ~~with~~our ~~the exploration~~ costs of ~~the~~doing ~~New~~business ~~York~~and ~~Canyon~~prevent ~~Project,~~us ~~which~~from ~~may require~~carrying usout toour ~~obtain~~exploration ~~financing~~program. We will ~~recorded~~also ahave ~~net~~to ~~loss~~sustain the cost of ~~$160,090~~reclamation ~~for~~and ~~the~~environmental ~~six~~remediation ~~months~~for ~~ended~~all ~~December~~exploration ~~31,~~work ~~2011~~undertaken. ~~and~~Both ~~have~~reclamation anand ~~accumulated deficit of $21,997,858~~environmental ~~since~~remediation ~~inception.~~refer Asto atputting ~~December~~disturbed ~~31,~~ground ~~2011,~~back weas ~~had~~close ~~cash~~to ofits ~~$1,175,040. For the~~original ~~next~~state ~~twelve~~as ~~months,~~possible. ~~management~~Other ~~anticipates~~potential ~~that~~pollution weor ~~have~~damage ~~sufficient~~must ~~funds~~be tocleaned-up ~~meet~~and ~~our~~renewed ~~minimum~~along ~~cash~~standard ~~requirements~~guidelines tooutlined ~~fund~~in ~~our~~the ~~proposed~~usual ~~exploration~~permits. ~~program~~Reclamation ~~on the~~is ~~New~~the ~~York~~process ~~Canyon~~of ~~Project~~bringing ~~and our continued operations. In~~ the ~~event~~land ~~that~~back ~~we wish~~ to ~~proceed~~its ~~with~~natural ~~phase~~state ~~two~~after ofcompletion ~~our~~ of exploration ~~program~~activities. orEnvironmental aremediation ~~detailed~~refers ~~exploration program~~to on the ~~Moonlight~~physical activity ~~Property,~~ of ~~which~~taking ~~there~~steps isto noremediate, ~~assurance~~or remedy, weany ~~will~~environmental bedamage ~~required~~caused. toThe ~~raise~~amount ~~substantial~~of ~~financing.~~these ~~However,~~costs ~~there~~ is nonot ~~assurance~~known weat ~~will be~~this ~~successful~~time inas ~~raising~~we ~~such~~do ~~funding~~not ~~or on terms that are acceptable to us.~~know ~~Since~~the ~~inception,~~extent weof ~~have~~the ~~been~~exploration ~~dependent~~program onthat ~~investment~~will ~~capital~~be ~~and~~undertaken ~~debt~~beyond ~~financing~~completion ~~from~~of ~~third~~the ~~parties~~recommended aswork ~~our~~program. ~~primary~~If ~~source~~remediation ofcosts ~~liquidity.~~exceed Weour ~~anticipate~~cash ~~continuing~~reserves towe ~~rely~~may onbe ~~sales~~unable ofto ~~shares~~complete of our ~~common~~exploration ~~stock~~program and ~~loans~~have ~~in order~~ to ~~continue~~abandon ~~to fund~~ our ~~business~~ operations. ~~Issuances of additional shares will result in further dilution of our existing shareholders.~~

~~Obtaining~~If ~~financing~~we ~~would~~become be subject to aincreased ~~number~~environmental oflaws ~~factors, including the market prices for the mineral property~~ and ~~base and precious~~ ~~metals. These factors may make the timing~~regulation, ~~amount, terms or conditions of additional financing unavailable to us. Since~~ our ~~inception,~~operating weexpenses ~~have~~may ~~used our common stock to raise money for our operations and for our property acquisitions~~increase. ~~We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation.~~

~~Because~~Our weexploration ~~anticipate~~and development programs are regulated by both US Federal, California and Nevada state environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation. These regulations will impose operating costs on us. If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses ~~will~~would increase ~~prior~~with tothe result that our ~~earning~~financial ~~revenues,~~condition weand ~~may~~operating ~~never~~results ~~achieve~~could ~~profitability~~be adversely affected.

~~Prior~~There tohas ~~completion~~been ofa ~~our~~very ~~exploration~~limited ~~stage,~~public wetrading ~~anticipate that~~market wefor ~~will incur increased operating expenses without realizing any revenues.~~our Wesecurities, ~~therefore~~and ~~expect to incur significant losses into~~ the ~~foreseeable~~market ~~future.~~for ~~We recognize that if we are unable to generate significant revenues from the exploration of~~ our ~~mineral~~securities ~~properties~~may ~~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~~be ~~any~~limited ~~assumption as to the likelihood that we will prove successful,~~ and ~~we may not~~ be ~~able to ever generate any operating revenues~~ orsporadic ~~achieve~~and ~~profitable~~highly ~~operations~~volatile. ~~If we are unsuccessful in addressing these risks, our business will most likely fail.~~

~~Because~~There weis ~~are~~currently a limited public market for our common stock. Our common stock trades in Canada on the TSX Venture Exchange and over the counter in the United States on the OTC Bulletin Board and OTCQB market place. We cannot assure you that an ~~exploration~~active ~~stage~~market ~~company~~for our shares will be established or maintained in the future. The OTC Bulletin Board and OTCQB are not national securities exchanges, and many companies have experienced limited liquidity when traded through these quotation systems. Holders of our ~~business~~common ~~has~~stock may, therefore, have difficulty selling their shares, should they decide to do so. In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a ~~high~~loss. ~~risk~~The market price of ~~failure~~our shares, from time to time, may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future.

AsIn ~~noted~~addition, in the ~~financial~~market ~~statements~~price ~~that~~of ~~are~~our ~~included~~common ~~with this~~stock ~~Quarterly~~may ~~Report, we are an exploration stage company that has incurred net~~be ~~losses since inception~~volatile, wewhich ~~have~~could ~~not~~cause ~~attained~~the ~~profitable~~value ~~operations~~of ~~and~~our wecommon ~~are dependent~~stock ~~upon obtaining adequate financing~~ to ~~complete~~decline. ~~our exploration~~Securities ~~activities.~~markets ~~These~~experience ~~conditions,~~significant asprice ~~indicated~~and involume ~~our~~fluctuations. ~~audit~~This ~~report included in our~~market ~~Annual Report for the year ended June 30~~volatility, ~~2011, raise substantial doubt~~ as ~~to our~~well ~~ability to continue~~ as ageneral ~~going~~economic ~~concern.~~conditions, ~~The~~could ~~success~~cause ofthe ~~our~~market ~~business~~price ~~operations~~of ~~will depend upon~~ our ~~ability~~common tostock ~~obtain further financing~~ to ~~complete our~~fluctuate ~~planned~~substantially. ~~exploration~~Many ~~program~~factors ~~and~~that toare ~~attain~~beyond ~~profitable operations. If we are~~our ~~not~~control ~~able~~may tosignificantly ~~complete~~affect athe ~~successful~~market ~~exploration~~price ~~program~~of ~~and attain sustainable profitable operations, then~~ our ~~business~~shares. ~~will~~These ~~fail.~~factors include:

~~Because~~(a) weprice ~~have~~and ~~not~~volume ~~commenced~~fluctuations ~~business~~in ~~operations,~~stock wemarkets; ~~face~~(b) ~~a high~~changes ~~risk~~in our operating results; (c) any increase in losses from levels expected by securities analysts; (d) changes in regulatory policies or law; (e) operating performance of ~~business~~companies ~~failure~~comparable to us; and (f) general economic trends and other external factors.

WeEven ~~have~~if ~~not~~an ~~earned~~active ~~any~~market ~~revenues~~for asour ofcommon ~~the~~stock ~~date~~is ~~of this~~established, ~~Quarterly~~stockholders ~~Report.~~may ~~Potential~~have ~~investors~~to ~~should~~sell betheir ~~aware~~shares ofat ~~the~~prices ~~difficulties normally~~substantially ~~encountered~~lower ~~by new mineral exploration companies and the high rate of~~than ~~failure of such enterprises. The likelihood of success must be considered in light of~~ the ~~problems,~~price ~~expenses,~~they ~~difficulties,~~paid ~~complications~~for ~~and delays encountered in connection with~~ the ~~exploration~~shares ofor ~~the~~might ~~mineral~~otherwise ~~properties~~receive ~~that~~than ~~we plan~~if toan ~~undertake. These potential problems include, but are not limited to,~~active ~~unanticipated~~public ~~problems~~market ~~relating to exploration, and additional costs and expenses that may exceed current estimates~~existed.

WeIf ~~have~~we nocomplete ~~known~~a ~~mineral~~financing ~~reserves~~through ~~and~~the ifsale weof ~~cannot~~additional shares ~~find~~of ~~any, we~~our ~~will~~common ~~have~~stock, toshareholders ~~cease~~will ~~operations~~experience dilution.

WeThe ~~have~~most nolikely ~~mineral~~source ~~reserves.~~of ~~Mineral~~future ~~exploration~~financing ispresently ~~highly~~available ~~speculative.~~to Itus ~~involves~~is ~~many~~through ~~risks~~the ~~and~~issuance isof ~~often~~our ~~non-productive~~common stock. ~~Even~~Any ifsale weof ~~are~~share capital ~~able~~will result in dilution to ~~find~~existing ~~mineral~~shareholders. ~~reserves~~The ononly ~~our~~other ~~property~~anticipated alternative ~~our~~for ~~production~~the ~~capability~~financing isof further exploration would be the offering by us ~~subject~~of an interest in our properties to be earned by another party or parties carrying out further ~~risks~~exploration ~~including:~~thereof, which is not presently contemplated.

-Because ~~Costs~~our ofstock ~~bringing~~is ~~the~~a ~~property~~penny ~~into production including exploration work~~stock, ~~preparation~~stockholders ofwill ~~production~~be more ~~feasibility~~limited ~~studies,~~in ~~and~~their ~~construction~~ability ofto ~~production~~sell ~~facilities,~~their ~~all of which we have not budgeted for; - Availability and costs of financing; - Ongoing costs of production; and - Environmental compliance regulations and restraints~~stock.

The ~~marketability~~SEC ofhas ~~any~~adopted ~~minerals~~rules ~~acquired~~that orregulate ~~discovered~~broker-dealer ~~may be~~practices ~~affected~~in byconnection ~~numerous~~with ~~factors~~transactions ~~which~~in ~~are~~penny ~~beyond~~stocks. ~~our~~Penny ~~control~~stocks ~~and~~are ~~which cannot be~~generally ~~accurately~~equity ~~predicted,~~securities ~~such~~with asa ~~market~~price ~~fluctuations, the lack~~ of ~~milling facilities~~less ~~and~~than ~~processing~~$5.00, ~~equipment near our mineral properties and such~~ other ~~factors~~ asthan ~~government regulations, including regulations relating to allowable~~securities ~~production,~~registered ~~exporting~~on ofcertain ~~minerals,~~national ~~and~~securities ~~environmental~~exchanges ~~protection. If we do not find a mineral reserve~~ or ~~define~~quoted aon ~~mineral inventory containing gold, silver or copper or if we cannot explore~~ the ~~mineral reserve~~Nasdaq system, ~~either~~provided ~~because~~that wecurrent doprice ~~not have~~and ~~the~~volume ~~money~~information towith dorespect ~~it or because it will not be economically feasible~~ to do ~~it,~~transactions wein ~~will~~such ~~have~~securities tois ~~cease~~provided ~~operations~~by ~~and~~the ~~investors~~exchange ~~will~~or ~~lose their~~quotation ~~investment~~system.

InBecause ~~order~~our securities constitute "penny stocks" within the meaning of the rules, the rules apply to ~~maintain~~us and to our ~~rights~~securities. The rules may further affect the ability of owners of shares to sell our ~~mineral~~securities ~~properties,~~in any wemarket that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be ~~required~~subject to ~~make~~Rule 15g-9 ~~annual~~under ~~filings~~the ~~with~~Exchange ~~federal~~Act. ~~and~~The ~~state~~penny ~~regulatory agencies~~stock ~~and/or~~rules berequire ~~required~~a broker-dealer, prior to ~~complete~~a ~~assessment~~transaction ~~work~~in ona ~~our~~penny ~~mineral~~stock, to deliver a standardized risk ~~properties.~~disclosure document prepared by the SEC, that:

In1. ~~order~~contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 2. contains a description of the broker's or dealer's duties to ~~maintain~~the ~~our~~customer and of the rights and remedies available to ~~our~~the ~~mineral~~customer ~~properties,~~with ~~we will~~respect beto ~~required~~a violation to ~~make~~such ~~annual~~duties ~~filings~~or ~~with~~other ~~federal~~requirements ~~and~~of ~~state~~securities ~~regulatory authorities~~laws; 3. Incontains ~~addition~~a brief, weclear, ~~may~~narrative bedescription ~~required~~of bya ~~federal~~dealer market, including bid and~~/or~~ ~~state~~ask ~~legislation or~~prices ~~regulations~~for topenny ~~complete~~stocks ~~minimum~~and ~~annual~~the ~~amounts~~significance of ~~mineral exploration~~the ~~work~~spread between the bid and ask price; 4. contains a toll-free telephone number for inquiries on ~~our~~disciplinary ~~mineral~~actions; ~~properties~~5. Adefines ~~failure~~significant byterms usin tothe ~~meet~~disclosure document or in the ~~annual maintenance~~conduct ~~requirements~~of ~~under~~trading ~~federal~~in penny stocks; and ~~state~~6. ~~laws~~contains ~~could~~such ~~cause~~other ~~our~~information ~~rights~~and ~~to our~~is ~~mineral~~in ~~properties~~such toform, ~~lapse~~including language, type, size and format, as the SEC shall require by rule or regulation.

~~Because~~The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the ~~inherent~~broker-dealer ~~dangers~~and ~~involved~~its salesperson in ~~mineral~~the transaction; (c) the number of shares to ~~exploration~~which such bid and ask prices apply, ~~there~~or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk ~~that~~disclosure westatement, ~~may~~a ~~incur~~written ~~liability~~agreement orto transactions ~~damages~~involving ifpenny stocks, and ~~when~~a signed and dated copy of a written wesuitability ~~conduct~~statement. ~~mineral~~These ~~exploration~~disclosure ~~activities~~requirements may have the effect of reducing the trading activity in the secondary market for our stock.

~~The~~ITEM ~~search for valuable minerals involves numerous hazards~~2. ~~As a~~UNREGISTERED ~~result,~~SALES ifOF ~~and~~EQUITY ~~when~~SECURITIES weAND ~~conduct~~USE ~~exploration~~OF ~~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~~PROCEEDS. ~~The payment of such liabilities may have a material adverse effect on our financial position.~~

IfOn February 16, 2012, we issued an aggregate of 150,000 shares of our common stock in accordance with the ~~price~~terms of ~~base~~the ~~and~~assignment ~~precious~~agreement dated ~~metals~~November ~~declines~~25, ~~our~~2011. Of the 150,000 shares, 75,000 shares were issued ~~financial~~pursuant ~~condition~~to Regulation S of the Securities Act and ~~ability~~75,000 shares were issued pursuant to ~~obtain~~Section ~~future~~4(2) ~~financings~~of ~~will~~the ~~be impaired~~Securities Act.

~~The~~ITEM ~~price of base and precious metals is affected by numerous factors, all of which are beyond our control~~3. ~~Factors~~DEFAULTS ~~that~~UPON ~~tend~~SENIOR ~~to cause the price of base and precious metals to decrease include the following:~~ SECURITIES.

(a) Sales or leasing of base and precious metals by governments and central banks; (b) A low rate of inflation and a strong US dollar; (c) Speculative trading; (d) Decreased demand for base and precious metals industrial, jewelry and investment uses; (e) High supply of base and precious metals from production, disinvestment, scrap and hedging; (f) Sales by base and precious metals producers and foreign transactions and other hedging transactions; and (g) Devaluing local currencies (relative to base and precious metals price in US dollars) leading to lower production costs and higher production in certain major base and precious metals producing regionsNone.

~~Our~~ITEM ~~business is dependent on the price of base and precious metals~~4. WeMINE ~~have~~SAFETY ~~not undertaken hedging transactions in order to protect us from a decline in the price of base and precious metals~~DISCLOSURE. ~~A decline in the price of base and precious metals may also decrease our ability to obtain future financings to fund our planned development and exploration programs.~~

~~If we are unable to hire and retain key personnel, we may not be able to implement our business plan~~None.

~~Our~~ITEM ~~success is dependent upon the performance of key personnel working full-time in management, supervisory and administrative capacities or as consultants~~5. ~~This~~OTHER ~~is particularly true in highly technical businesses such as mineral exploration~~INFORMATION. These individuals are in high demand and we may not be able to attract the personnel we need. The loss of the services of senior management or key personnel could have a material and adverse effect on us, our business and results of operations. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

~~As we undertake exploration of our mineral properties, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program~~None.

~~There~~ITEM ~~are several governmental regulations that materially restrict mineral exploration~~6. ~~We are 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~~EXHIBITS. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

~~(a)~~The ~~Water~~following ~~discharge~~exhibits ~~will~~are ~~have~~either toprovided ~~meet drinking water standards; (b) Dust generation will have to be minimal or otherwise re-mediated; (c) Dumping of material on the surface will have to be re-contoured and re-vegetated~~ with ~~natural~~this ~~vegetation;~~Quarterly Report ~~(d) An assessment of all material to be left~~ on ~~the~~Form ~~surface will need to be environmentally benign; (e) Ground water will have to be monitored for any potential contaminants; (f) The socio~~10-~~economic~~Q ~~impact~~or ofare ~~the~~incorporated ~~project~~herein ~~will~~by have to be evaluated and if deemed negative, will have to be re-mediated; and (g) There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered speciesreference.

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation.⁽⁶⁾
3.2	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 166,666,666 shares, par value $0.00001 per share.⁽⁸⁾
3.3	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 131,666,666 shares, par value $0.00001 per share.⁽¹¹⁾
3.4	Amended and Restated Bylaws.⁽¹⁴⁾
4.1	Specimen Stock Certificate.⁽¹⁵⁾
10.1	Convertible Preferred Stock Purchase Agreement dated July 29, 2004 between the Company and Langley Park Investments PLC.⁽³⁾
10.2	Property Option Agreement dated March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).⁽²⁾
10.3	Lease Agreement dated July 21, 2004 between the Company and Jaycor Mining, Inc.⁽⁴⁾
10.4	Consulting Agreement dated January 6, 2006 between the Company and Kurt Bordian.⁽⁵⁾
10.5	Quitclaim Deed for the New York Canyon Project dated March 12, 2007.⁽⁷⁾

If we become subject to increased environmental laws and regulation, our operating expenses may increase.

Exhibit
Number	Description of Exhibit
10.6	Purchase and Sale Agreement dated August 5, 2010 between Canyon Copper Corp. and ESO Uranium Corp.⁽⁹⁾
10.7	Loan Agreement dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey.⁽¹⁰⁾
10.8	Promissory Note dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD).⁽¹⁰⁾
10.9	Loan Agreement dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey.⁽¹¹⁾
10.10	Promissory Note dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).⁽¹¹⁾
10.11	Loan Agreement dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey.⁽¹²⁾
10.12	Promissory Note dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).⁽¹²⁾
10.13	Engagement letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹³⁾
10.14	Sponsorship Engagement Letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹³⁾
10.15	Amended and Restated 2009 Stock Option Plan.⁽¹⁴⁾
10.16	Agency Agreement dated May 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.⁽¹⁵⁾
10.17	Stock Repurchase Agreement dated October 20, 2011 between Canyon Copper Corp. and Langley Park Investment Trust plc.⁽¹⁶⁾
10.18	Assignment Agreement dated November 25, 2011 between Canyon Copper Corp., Metamin Enterprises Inc. and Metamin Enterprises USA Inc.⁽¹⁷⁾
14.1	Code of Ethics.⁽¹⁾
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Audit Committee Charter.⁽¹⁾
99.2	Disclosure Committee Charter.⁽¹⁾
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.

~~Our~~Notes: exploration and development programs are regulated by both US Federal, California and Nevada state environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation. These regulations will impose operating costs on us. If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses would increase with the result that our financial condition and operating results could be adversely affected.

There has been a very limited public trading market for our securities, and the market for our securities may continue to be limited and be sporadic and highly volatile.

(1)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on August 26, 2003.
(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 8, 2004.
(3)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2004.
(4)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 8, 2004.
(5)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on February 16, 2006.
(6)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 13, 2006.
(7)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 26, 2007.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 19, 2009.

There is currently a limited public market for our common stock. Our common stock trades in Canada on the TSX Venture Exchange and over the counter in the United States on the OTC Bulletin Board and OTCQB market place. We cannot assure you that an active market for our shares will be established or maintained in the future. The OTC Bulletin Board and OTCQB are not national securities exchanges, and many companies have experienced limited liquidity when traded through these quotation systems. Holders of our common stock may, therefore, have difficulty selling their shares, should they decide to do so. In addition, there can be no assurances that such markets will continue or that any shares, which may be purchased, may be sold without incurring a loss. The market price of our shares, from time to time, may not necessarily bear any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative of the market price for the shares in the future.

(9)	Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on September 28, 2010.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 13, 2010.
(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2010.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 21, 2011.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 31, 2011.
(14)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on May 9, 2011.
(15)	Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on August 15, 2011.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 26, 2011.
(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2011.

InSIGNATURES addition, the market price of our common stock may be volatile, which could cause the value of our common stock to decline. Securities markets experience significant price and volume fluctuations. This market volatility, as well as general economic conditions, could cause the market price of our common stock to fluctuate substantially. Many factors that are beyond our control may significantly affect the market price of our shares. These factors include:

~~(a)~~Pursuant ~~price~~to ~~and~~the ~~volume~~requirements ~~fluctuations~~of inthe ~~stock~~Securities ~~markets;~~Exchange ~~(b)~~Act ~~changes~~of 1934, inthe ~~our~~registrant ~~operating~~has ~~results;~~duly ~~(c)~~caused ~~any~~this ~~increase~~report ~~in losses from levels expected by securities analysts; (d) changes in regulatory policies or law; (e) operating performance of companies comparable~~ to ~~us;~~be ~~and~~signed ~~(f)~~on ~~general~~its ~~economic~~behalf ~~trends~~by the ~~and~~undersigned ~~other~~thereunto ~~external~~duly ~~factors~~authorized.

Even if an active market for our common stock is established, stockholders may have to sell their shares at prices substantially lower than the price they paid for the shares or might otherwise receive than if an active public market existed.

			CANYON COPPER CORP.




Dated:	May 11, 2012	By:	/s/ Anthony R. Harvey
			ANTHONY R. HARVEY
			Chairman and Chief Executive Officer
			(Principal Executive Officer)




Dated:	May 11, 2012	By:	/s/ Kurt Bordian
			KURT BORDIAN
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer and Principal Financial
			Officer)

If we complete a financing through the sale of additional shares of our common stock, shareholders will experience dilution.

The most likely source of future financing presently available to us is through the issuance of our common stock. Any sale of share capital will result in dilution to existing shareholders. 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.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1. contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; 2. contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws; 3. contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price; 4. contains a toll-free telephone number for inquiries on disciplinary actions; 5. defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and 6. contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation.(6)
3.2	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 166,666,666 shares, par value $0.00001 per share.(8)
3.3	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 131,666,666 shares, par value $0.00001 per share.(11)
3.4	Amended and Restated Bylaws.(14)
4.1	Specimen Stock Certificate.(15)
10.1	Convertible Preferred Stock Purchase Agreement dated July 29, 2004 between the Company and Langley Park Investments PLC.(3)
10.2	Property Option Agreement dated March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).(2)
10.3	Lease Agreement dated July 21, 2004 between the Company and Jaycor Mining, Inc.(4)
10.4	Consulting Agreement dated January 6, 2006 between the Company and Kurt Bordian.(5)
10.5	Quitclaim Deed for the New York Canyon Project dated March 12, 2007.(7)
10.6	Purchase and Sale Agreement dated August 5, 2010 between Canyon Copper Corp. and ESO Uranium Corp.(9)

Exhibit
Number	Description of Exhibit
10.7	Loan Agreement dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey.(10)
10.8	Promissory Note dated for reference October 7, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $50,000 (USD).(10)
10.9	Loan Agreement dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey.(11)
10.10	Promissory Note dated November 22, 2010 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).(11)
10.11	Loan Agreement dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey.(12)
10.12	Promissory Note dated January 19, 2011 between Canyon Copper Corp. and Anthony Harvey for the loan of $75,000 (CDN).(12)
10.13	Engagement letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(13)
10.14	Sponsorship Engagement Letter dated January 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(13)
10.15	Amended and Restated 2009 Stock Option Plan.(14)
10.16	Agency Agreement dated May 26, 2011 between MGI Securities Inc. and Canyon Copper Corp.(15)
10.17	Stock Repurchase Agreement dated October 20, 2011 between Canyon Copper Corp. and Langley Park Investment Trust plc.(16)
10.18	Assignment Agreement dated November 25, 2011 between Canyon Copper Corp., Metamin Enterprises Inc. and Metamin Enterprises USA Inc.(17)
14.1	Code of Ethics.(1)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Audit Committee Charter.(1)
99.2	Disclosure Committee Charter.(1)
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 Annual Report on Form 10-KSB filed on August 26, 2003.
(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 8, 2004.
(3)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2004.
(4)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 8, 2004.
(5)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on February 16, 2006.
(6)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 13, 2006.
(7)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 26, 2007.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 19, 2009.
(9)	Filed with the SEC as an exhibit to our Annual Report on Form 10-K filed on September 28, 2010.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 13, 2010.

(11)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2010.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 21, 2011.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 31, 2011.
(14)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on May 9, 2011.
(15)	Filed with the SEC as an exhibit to our Registration Statement on Form S-1 filed on August 15, 2011.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 26, 2011.
(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 29, 2011.

SIGNATURES

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

			CANYON COPPER CORP.
Dated:	February 14, 2012	By:	/s/ Anthony R. Harvey
			ANTHONY R. HARVEY
			Chairman and Chief Executive Officer
			(Principal Executive Officer)
Dated:	February 14, 2012	By:	/s/ Kurt Bordian
			KURT BORDIAN
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer and Principal Financial
			Officer)

Filing Compare · CANYON COPPER CORP.