UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

Tx QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2009~~2011

£o TRANSITION REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _ _ _ _ _ _ _ _ _ _ to _ _ _ _ _ _ _ _ _ _

Commission file number 0-27355

CIGMA METALS CORPORATION

(Exact name of registrant as specified in its charter)

Florida	98-0203244
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

c.Velazquez 150, Madrid, Spain	E-28002
(Address of principal executive offices)	(Zip Code)

(+34) 60 900 1424

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES T o NO £x

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 (§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).

YES T o NO £x

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 £ o Accelerated filer £ o Non-accelerated filer £o (do not check if a smaller reporting company) Smaller reporting company Tx

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES £ o NO Tx

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APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.

YES £ o NO £o

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 5359,500,000 shares of Common Stock were outstanding as of ~~March~~October 931, ~~2010~~2012.

CIGMA METALS CORPORATION

This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this ~~Report~~report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 – Financial Information - Item 1. “Financial Statements” and Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

The Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for such statements, may not apply to this Report.

PART 1 – FINANCIAL INFORMATION		Page
Item 1.	Financial Statements
	Interim Consolidated Balance Sheets September 30, 2009 (unaudited) and December 31, 2008 (unaudited)	3
	Consolidated Balance Sheets	4
	Interim Consolidated Statements of Operations (unaudited) Three and nine months ended September 30, 2009 and 2008; and for the period from January 13, 1989 (Inception) to September 30, 2009	4
	Consolidated Statements of Operations	5
	Interim Consolidated Statements of Cash Flows (unaudited) Nine months ended September 30, 2009 and 2008 and for the period from January 13, 1989 (Inception) to September 30, 2009	5
	Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (Loss)	6
	Notes to Interim Consolidated Financial Statements (unaudited)	6
	Consolidated Statements of Cash Flows	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Notes to Interim Consolidated Financial Statements (unaudited)	11
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 4T.	Controls and Procedures	19
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	33
Item 4T.	Controls and Procedures	34
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	2134
Item 1A.	Risk Factors	2134
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2134
Item 3.	Defaults in Senior Securities	2135
Item 4.	~~Other~~Mining ~~Information~~Safety Disclosures	2135
Item 5.	~~Exhibits~~Other Information	2135
SIGNATURES		22
Item 6.	Exhibits	35
SIGNATURES		36

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Item 1. Financial Statements

CIGMA METALS CORPORATION
(An exploration stage enterprise)
Consolidated Balance Sheets
September 30, 2009 and December 31, 2008
(Expressed in U.S. Dollars)
	September 30			December 31
	2009			2008
	(Unaudited)
ASSETS
Current
Cash	$	225,425		$	29,247
Available-for-sale securities		84,629			48,852
Prepaid expenses and other assets		51,111			74,198
Total current assets		361,165			152,297
Equipment, net		94,180			135,744
Mineral properties		2,509,597			2,509,597
Total assets	$	2,964,942		$	2,797,638
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	976,143		$	1,232,987
Accounts payable - related party		130,636			71,250
Total current liabilities		1,106,779			1,304,237
Long-term debt		1,170,274			772,642
Total liabilities		2,277,053			2,076,879
Stockholders' Equity
Common stock
Authorized
100,000,000 common shares, par value $0.0001
Issued and outstanding:
53,500,000 (2008 - 48,100,000) common shares		5,350			4,810
Additional paid in capital		10,743,094			9,723,477
Common stock to be issued 2008 – (1,583,334 common shares)		-			158
Accumulated deficit during the development stage		(9,553,974	)		(8,901,588	)
Accumulated other comprehensive income (loss)		(506,581	)		(106,098	)
Stockholders' equity		687,889			720,759
Total liabilities and stockholders' equity	$	2,964,942		$	2,797,638

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Balance Sheets

March 31, 2011 and December 31, 2010

(Expressed in U.S. Dollars)

	March 31			December 31
	(Unaudited) 2011			2010

ASSETS
Current
Cash	$	248,821		$	223,334
Notes receivable		172,860			169,901
Available-for-sale securities		50,770			117,935
Prepaid expenses and other assets		6,700			3,600
Total current assets		479,151			514,770

Mineral properties		500,000			500,000
Total assets	$	979,151		$	1,014,770

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	7,737		$	15,953
Accounts payable - related party		134,789			134,789
Total current liabilities		142,526			150,742

Stockholders' Equity
Common stock
Authorized
100,000,000 common shares, par value $0.0001
Issued and outstanding:
54,500,000 (2010 - 54,500,000) common shares		5,450			5,450
Additional paid in capital		11,092,994			11,092,994
Accumulated deficit during the development stage		(10,191,221	)		(10,219,833	)
Accumulated other comprehensive income (loss)		(70,598	)		(14,583	)
Stockholders' equity		836,625			864,028

Total liabilities and stockholders' equity	$	979,151		$	1,014,770

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

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CIGMA METALS CORPORATION
(An exploration stage enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)	Cumulative
(Unaudited)	January 13			Three months			Three months			Nine months			Nine months
	1989 (inception)			Ended			Ended			Ended			Ended
	September 30			September 30			September 30			September 30			September 30
	2009			2009			2008			2009			2008
Expenses
Administrative and general	$	1,062,244		$	173,750		$	1,136,922		$	359,311		$	2,255,554
Exploration costs
- HaldeyGold Project - partnership		796,261			-			-			-			-
- HaldeyGold Project - other		185,126			-			-			-			-
- Tugojakovsk Project		453,821			-			-			-			-
- Kazakhstan		4,364,378			4,500			(360,146	)		10,500			140,001
Interest, bank charges and foreign currency exchange (gains) losses		31,365			2,268			21,716			3,605			25,382
Professional fees		728,439			83,808			735			104,425			39,986
Property investigation costs		119,717			-			-			-			-
Management and consulting fees		1,830,333			60,887			31,700			174,545			247,761
Total expenses		9,571,684			325,213			830,927			652,386			2,708,684
Other income (loss)
Writedown of available-for-sale securities		(148,180	)		-			-			-			-
Writedown of investment in partnership interest		(190,601	)		-			-			-			-
Gain (loss) on sale of assets		(12,342	)		-			35,717			-			35,717
Interest income		238,094			-			428			-			5,426
Total other income (loss)		(113,029	)		-			36,145			-			41,143
Net loss before non-controlling interest		(9,684,713	)		(325,213	)		(794,782	)		(652,386	)		(2,667,541	)
Non-controlling interest		130,739			-			-			-			-
Net income (loss) for the period	$	(9,553,974	)	$	(325,213	)	$	(794,782	)	$	(652,386	)	$	(2,667,541	)
Basic and diluted loss per share				$	(0.01	)	$	(0.02	)	$	(0.01	)	$	(0.06	)
Weighted average number of common shares outstanding					53,500,000			46,500,000			50,485,662			42,237,729

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

Table of Contents

CIGMA METALS CORPORATION	Cumulative
(An exploration stage enterprise)	January 13			Three months			Three months
Consolidated Statements of Cash Flows
Consolidated Statements of Operations	1989 (inception)			Ended			Ended
(Expressed in U.S. Dollars)	~~Cumulative~~March 31,			March 31			March 31
(Unaudited)	~~January 13~~2011			~~Nine months~~2011			~~Nine months~~2010
	1989 (inception)			Ended			Ended
Expenses
	to September 30,			September 30			September 30
Administrative and general	$	921,833		$	20,393		$	(14,292	)
	2009			2009			2008
Exploration costs
Cash flows used in operating activities
- HaldeyGold Project - partnership		796,261			-			-
Net loss for the period	$	(9,553,974	)	$	(652,386	)	$	(2,667,541	)
- HaldeyGold Project - other		185,126			-			-
Adjustments to reconcile net loss to net cash used in operating activities
- Tugojakovsk Project		453,821			-			-
- depreciation		46,070			15,353			12,851
- Kazakhstan		5,077,672			-			100,000
- stock compensation expense on stock option grants		366,844			-			-
- Mexico		2,500			2,500			-
- issuance of common stock for mineral property rights		600			-			-
Impairment of mineral properties		1,009,597			-			-
- expenses satisfied with issuance of common stock		211,000			-			114,000
Interest, bank charges and foreign currency exchange (gains) losses		108,031			(4,761	)		1,202
- partnership exploration costs		1,125,711			-			-
Professional fees		809,567			2,560			7,473
- writedown of investment in partnership interest		190,601			-			-
Property investigation costs		119,717			-			-
- writedown of available for sale securities		148,180			-			-
Management and consulting fees		2,067,961			25,392			52,126
- minority interest in income (loss) of subsidiary		(130,739	)		-			-
Loss before other items		11,552,086			46,084			146,509
- realized loss on sale of equipment		12,342			-			12,342
Other income (loss)
Changes in working capital assets and liabilities
Writedown of available-for-sale securities		(148,180	)		-			-
- decrease (increase) in prepaid expenses and other assets		(67,975	)		6,789			(37,573	)
Writedown of investment in partnership interest		(190,601	)		-			-
- increase (decrease) in accounts payable and accrued expenses		1,033,277			(198,377	)		178,588
Gain (loss) on sale of assets		(12,342	)		-			-
- increase (decrease) in accounts payable related party		130,636			59,386			-
Gain on sale of available-for-sale securities		361,704			71,737			-
Net cash used in operating activities		(6,487,427	)		(769,235	)		(2,387,333	)
Gain on disposition of subsidiary		958,591			-			958,591
Cash flows used in investing activities
Interest income		260,954			2,959			7,310
- purchase equipment		(217,005	)		(572	)		(89,644	)
Total other income (loss)		1,230,126			74,696			965,901
- proceeds from sale of equipment		35,717			-			35,717
Net income (loss) before non-controlling interest		(10,321,960	)		28,612			819,392
- investment in available-for-sale securities		(329,977	)		-			-
Non-controlling interest		130,739			-			-
- investment in partnership interest		(1,316,312	)		-			-
Net income (loss) for the period	$	(10,191,221	)	$	28,612		$	819,392
- acquisition of mineral property costs		(2,400,000	)		-			(360,152	)
Basic and diluted income (loss) per share				$	0.00		$	0.02
Net cash used in investing activities		(4,227,577	)		(572	)		(414,079	)
Weighted average number of common shares outstanding					54,500,000			53,747,191
Cash flows from financing activities
- issuance of common stock		10,170,001			1,020,000			1,950,000
- loan proceeds		1,402,641			242,386			-
- loan payments		(402,220	)		-			(402,220	)
Net cash provided by financing activities		11,170,422			1,262,386			1,547,780
Effect of exchange rate changes on cash and cash equivalents		(229,993	)		(296,401	)		119,178
Increase in cash and cash equivalents		225,425			196,178			(1,134,454	)
Cash and cash equivalents, beginning of period		-			29,247			1,148,702
Cash and cash equivalents, end of period	$	225,425		$	225,425		$	14,248

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

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~~Notes~~CIGMA toMETALS ~~Interim~~CORPORATION ~~Consolidated~~& ~~Financial Statements (Unaudited)~~SUBSIDIARIES

1.(An ~~Nature~~exploration ofstage ~~Business and Going Concern~~enterprise)

~~Cigma~~Consolidated ~~Metals~~Statements ~~Corporation ("the Company") was formed on January 13, 1989 under the laws~~ of ~~the~~Stockholders' ~~State~~Equity of(Deficiency) ~~Florida as Cigma Ventures Corporation. On April 17, 1999 the Company changed its name to Cigma Metals Corporation~~ and is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s focus is on the exploration and development of its exploration properties located in the Pavlodar Oblast Region in Kazakhstan and the Tomsk Oblast Region, of the Russian Federation. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

~~These~~Comprehensive ~~unaudited~~Income consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $769,235 from operating activities in 2009. The Company requires additional funds to meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These unaudited consolidated financial statements do not include any adjustments that might result from this uncertainty.(Loss)

2.January ~~Significant~~13, ~~Accounting~~1989 ~~Policies~~(inception) to March 31, 2011

~~We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB.” The FASB sets generally accepted accounting principles~~ (~~GAAP)~~Expressed ~~that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB~~ in ~~these footnotes are to the FASB Accounting Standards Codification, referred to as codification or “ASC~~U.~~” The FASB finalized the codification effective for periods ending on or after September 15, 2009~~S. Dollars)

(a) Principles of Accounting

	Common stock				Additional paid-in			Advances for Stock		Compre- hensive			Accumulated (deficit) during exploration			Accumulated other comprehensive			Total stockholders' equity
	Shares		Amount		capital			Subscriptions		(loss)			stage			income (loss)			(deficiency)
Issuance of common stock for
- for services on August 2, 1989		2,000,000	$	200	$	800		$	-	$	-		$	-		$	-		$	-
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			-		(1,000	)		(1,000	)		-			(1,000	)
Total comprehensive (loss)										$	(1,000	)

Balance, December 31, 1991 to 1997		2,000,000		200		800			-					(1,000	)		-			(1,000	)
Issuance of common stock for
- for mineral property rights on April 2, 1998		12,000,000		1,200		(600	)		-					-			-			600
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			-		(600	)		(600	)		-			(600	)
Total comprehensive (loss)										$	(600	)

Balance, December 31, 1998		14,000,000		1,400		200			-					(1,600	)		-			-
Issuance of common stock for
- cash on March 31, 1999		14,000,000		1,400		698,600			-					-			-			700,000
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			-		(141,392	)		(141,392	)		-			(141,392	)
Total comprehensive (loss)										$	(141,392	)

Balance, December 31, 1999		28,000,000		2,800		698,800			-					(142,992	)		-			558,608
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			-		(211,182	)		(211,182	)		-			(211,182	)
- Unrealized gains (losses) on available-for-sale securities		-		-		-			-		(77,734	)		-			(77,734	)		(77,734	)
Total comprehensive (loss)										$	(288,916	)

The interim period unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC") and include the accounts of the Company and its wholly-owned subsidiary, Cigma Metals BVI Limited (“Cigma BVI”) and its wholly owned subsidiary Dostyk LLP. Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated in consolidation. Cigma BVI is inactive. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to such SEC rules and regulations. The interim period unaudited consolidated financial statements should be read together with the audited consolidated financial statements and accompanying notes included in the Company's consolidated audited financial statements for the years ended December 31, 2008 and 2007. In the opinion of the Company, the unaudited consolidated financial statements contained herein contain all adjustments.

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2. Significant Accounting Policies (continued)

Balance, December 31, 2000	28,000,000	2,800	698,800	-					(354,174	)	(77,734	)	269,692
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-	-			(25,510	)	(25,510	)	-		(25,510	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-	-			(17,803	)	-		(17,803	)	(17,803	)
Total comprehensive (loss)						$	(43,313	)

Balance, December 31, 2001	28,000,000	2,800	698,800	-					(379,684	)	(95,537	)	226,379
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-	-			(20,943	)	(20,943	)	-		(20,943	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-	-			48,407		-		48,407		48,407
Total comprehensive (loss)						$	27,464

Balance, December 31, 2002	28,000,000	2,800	698,800	-					(400,627	)	(47,130	)	253,843
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-	-			(17,631	)	(17,631	)	-		(17,631	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-	-			(3,723	)	-		(3,723	)	(3,723	)
Total comprehensive (loss)						$	(21,354	)

Balance, December 31, 2003	28,000,000	2,800	698,800						(418,258	)	(50,853	)	232,489
Cash advanced on stock subscriptions	-	-	-	1,000,000					-		-		1,000,000
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-	-			(657,031	)	(657,031	)	-		(657,031	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-	-			(31,020	)	-		(31,020	)	(31,020	)
Total comprehensive (loss)						$	(688,051	)

Balance, December 31, 2004	28,000,000	2,800	698,800	1,000,000					(1,075,289	)	(81,873	)	544,438
Issuance of common stock for
- cash on May 20, 2005	2,000,000	200	999,800	(1,000,000	)				-		-		-
- cash on December 13, 2005	700,000	70	349,930	-					-		-		350,000
Cash advanced on stock subscriptions	-	-	-	300,000					-		-		300,000
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-	-			(888,224	)	(888,224	)	-		(888,224	)
- Recongnition of other than temporary decline in market value of available-foe-sale securities	-	-	-	-			81,873		-		81,873		81,873
Total comprehensive (loss)						$	(806,351	)

(b) Accounting Estimates

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

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents at September 30, 2009 and December 31, 2008. No amounts were paid for income taxes or interest in 2009 or 2008.

(d) Marketable Securities

The Company's available-for-sale securities consist of shares of common stock of three publicly traded companies at September 30, 2009 and 2008, and are stated at fair value. The cost of these securities is $181,797, at September 30, 2009 (2008 - $181,797) and the net unrealized holding loss of $97,167 and (2008 - $93,353) is included in accumulated other comprehensive income (loss) at September 30, 2009. If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. All unrealized holding losses at September 30, 2009 are on securities that have a fair market value of $84,629 at September 30, 2009. Cost is based on the specific identification method for the individual securities to determine realized gains or losses.

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The following table presents information about the Company’s financial assets that have been measured at fair value as of September 30, 2009 and 2008, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value.

Description	Fair Value at September 30, 2009		Quoted Prices in Active Markets (Level 1)
Assets:
Cash	$	225,425	$	225,425
Available-for-sale securities		84,629		84,629
Assets measured at fair value at September 30, 2009	$	310,054	$	310,054

Description	Fair Value at December 31, 2008		Quoted Prices in Active Markets (Level 1)
Assets:
Cash	$	29,247	$	29,247
Available-for-sale securities		48,852		48,852
Assets measured at fair value at December 31, 2008	$	78,099	$	78,099

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2. Significant Accounting Policies (continued)

Balance, December 31, 2005	30,700,000		3,070		2,048,530		300,000					(1,963,513	)	-		388,087
Issuance of common stock for
- cash on March 30, 2006	800,000		80		299,920		(300,000	)				-		-		-
- cash on May 12, 2006	6,540,000		654		3,269,346		-					-		-		3,270,000
- cash on May 26, 2006	1,460,000		146		729,854		-					-		-		730,000
Grant of options to employees and directors	-		-		366,844		-					-		-		366,844
Components of comprehensive income (loss)
- Net (loss) for the year	-		-		-		-			(1,545,617	)	(1,545,617	)	-		(1,545,617	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-		-			(15,488	)	-		(15,488	)	(15,488	)
Total comprehensive (loss)									$	(1,561,105	)

Balance, December 31, 2006	39,500,000		3,950		6,714,494		-					(3,509,130	)	(15,488	)	3,193,826
Issuance of common stock for
- finders fee in March/April 2007	200,000		20		136,980		-					-		-		137,000
- finders fee in June 2007	200,000		20		95,980		-					-		-		96,000
- cancel finders fee in March/April 2007	(200,000	)	(20	)	(136,980	)	-					-		-		(137,000	)
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-		-			(1,909,808	)	(1,909,808	)	-		(1,909,808	)
- Cumulative translation adjustment	-		-		-		-			8,101		-		8,101		8,101
- Unrealized gains (losses) on available-for-sale securities	-		-		-		-			(73,864	)	-		(73,864	)	(73,864	)
Total comprehensive (loss)									$	(1,975,571	)

Balance, December 31, 2007	39,700,000		3,970		6,810,475		-					(5,418,938	)	(81,251	)	1,314,256
Issuance of common stock for
- shares to be issued	-		-		449,842		158					-		-		450,000
- finders fee in January 2008	300,000		30		113,970		-					-		-		114,000
- cash in June 2008	6,500,000		650		1,949,350		-					-		-		1,950,000
- cash in October 2008	1,600,000		160		399,840		-					-		-		400,000
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-		-			(3,482,650	)	(3,482,650	)	-		(3,482,650	)
- Cumulative translation adjustment	-		-		-		-			18,746		-		18,746		18,746
- Unrealized gains (losses) on available-for-sale securities	-		-		-		-			(43,593	)	-		(43,593	)	(43,593	)
Total comprehensive (loss)									$	(3,507,497	)

Balance, December 31, 2008	48,100,000		4,810		9,723,477		158					(8,901,588	)	(106,098	)	720,759
Issuance of common stock for
- shares to be issued	-		-		(449,842	)	(158	)				-		-		(450,000	)
- cash in February 2009	500,000		50		99,950											100,000
- cash in March 2009	1,000,000		100		199,900		-									200,000
- cash in July 2009	3,900,000		390		1,169,610		-									1,170,000
- cash in																-
Components of comprehensive income (loss)
- Net (loss) for the period										(2,235,894	)	(2,235,894	)			(2,235,894	)
- Cumulative translation adjustment										(197,162	)			(197,162	)	(197,162	)
- Unrealized gains (losses) on available-for-sale securities										175,994				175,994		175,994
Total comprehensive (loss)									$	(2,257,062	)

~~(e) Equipment~~8

~~Depreciation~~Table ~~is based on the estimated useful lives~~ of ~~the assets and is computed using the straight-line method. Equipment is recorded at cost. Depreciation is provided over the following useful lives:~~Contents

Vehicles	10 years
Balance, December 31, 2009		53,500,000		5,350		10,743,095		-					(11,137,482	)		(127,266	)		(516,303	)
Office equipment, furniture and fixtures	2 to 5 years
Issuance of common stock for
- for mineral property rights on March 31, 2010		1,000,000		100		349,899		-											349,999
Components of comprehensive income (loss)
- Net income for the period										917,649			917,649						917,649
- Cumulative translation adjustment										170,315						170,315			170,315
- Unrealized gains (losses) on available-for-sale securities										(57,632	)					(57,632	)		(57,632	)
Total comprehensive income									$	1,030,332
Balance, December 31, 2010		54,500,000		5,450		11,092,994		-					(10,219,833	)		(14,583	)		864,028
Components of comprehensive income (loss)
- Net income for the period										28,612			28,612						28,612
- Unrealized gains (losses) on available-for-sale securities										(56,015	)					(56,015	)		(56,015	)
Total comprehensive (loss)									$	(27,403	)
Balance, March 31, 2011		54,500,000	$	5,450	$	11,092,994	$	-				$	(10,191,221	)	$	(70,598	)	$	836,625

~~(f)~~The ~~Mineral~~accompanying ~~Properties~~notes ~~and~~are ~~Exploration~~an ~~Expenses~~integral part of these consolidated financial statements.

The Company accounts for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.9

~~Exploration~~Table ~~costs~~of are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.Contents

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As of September 30, 2009 and December 31, 2008, the Company did not have proven reserves.

CIGMA METALS CORPORATION	Cumulative
(An exploration stage enterprise)	January 13			Three months			Three months
Consolidated Statements of Cash Flows	1989 (inception)			Ended			Ended
(Expressed in U.S. Dollars)	to March 31			March 31			March 31
(Unaudited)	2011			2011			2010
Cash flows used in operating activities
Net income (loss) for the period	$	(10,191,221	)	$	28,612		$	819,392
Adjustments to reconcile net income (loss) to net cash used in operating activities
- depreciation		51,626			-			-
- stock compensation expense on stock option grants		366,844			-			-
- accrued interest on notes receivable		(22,860	)		(2,959	)		(7,310	)
- issuance of common stock for mineral property rights		600			-			-
- expenses satisfied with issuance of common stock		211,000			-			-
- partnership exploration costs		1,125,711			-			-
- writedown of investment in partnership interest		190,601			-			-
- writedown of available for sale securities		148,180			-			-
- realized gain on sale of available-for-sale investments		(361,704	)		(71,737	)		-
- gain on disposition of subsidiary		(958,591	)		-			(958,591	)
- impairment of mineral properties		1,009,597			-			-
- minority interest in income (loss) of subsidiary		(130,739	)
- realized loss on sale of equipment		12,342			-			-
Changes in working capital assets and liabilities, net of disposal of subsidiary
- decrease (increase) in trade and other receivables		(11,180	)		-			-
- decrease (increase) in prepaid expenses and other assets		(31,189	)		(3,100	)		1,909
- increase (decrease) in accounts payables and accrued liabilities		243,517			(8,216	)		(38,642	)
- increase (decrease) in accounts payables related party		134,788			-			29,152
- increase (decrease) in deposits		-			-			(450,000	)
Net cash used in operating activities		(8,212,678	)		(57,400	)		(604,090	)

Cash provided by (used in) investing activities
- collections on notes receivable		200,000			-			100,000
- purchase equipment		(217,093	)		-			-
- proceeds from sale of equipment		35,717			-			-
- proceeds from disposition of subsidiary, net of cash deposit		1,452,949			-			452,949
- investment in available-for-sale securities		(329,977	)		-			-
- proceeds from disposition of marketable securities		422,132			82,887			-
- investment in partnership interest		(1,316,312	)		-			-
- acquisition of mineral property costs		(2,550,000	)		-			-
Net cash provided by (used in) investing activities		(2,302,584	)		82,887			552,949

Cash flows from financing activities
- issuance of common stock		10,170,001			-			-
- loan proceeds		1,160,255			-			-
- loan payments		(633,396	)		-			-
Net cash provided by financing activities		10,696,860			-			-

Effect of exchange rate changes on cash and cash equivalents		67,223			-			-
Increase in cash and cash equivalents		248,821			25,487			(51,141	)
Cash and cash equivalents, beginning of period		-			223,334			52,609
Cash and cash equivalents, end of period	$	248,821		$	248,821		$	1,468

Supplement Disclosures of Cash Information:
Interest paid (net of amounts capitalized)				$	-		$	-
Income taxes paid				$	-		$	-

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

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CIGMA METALS CORPORATION

(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1.	Nature of Business and Going Concern

Cigma Metals Corporation (the “Company”) was formed on January 13, 1989, under the laws of the State of Florida as “Cigma Ventures Corporation.” On April 17, 1999 the Company changed its name to “Cigma Metals Corporation.” The Company is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s current focus is on the exploration and development of its mineral concessions in Mexico. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $57,400 from operating activities in 2011.

The Company requires additional funds to meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

2.	Significant Accounting Policies

a)	Principles of Accounting:

The Company follows accounting standards set by the Financial Accounting Standards Board, referred to as the “FASB”. The FASB sets accounting principles generally accepted in the United States (“GAAP”) that the Company follows to ensure they consistently report their financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, referred to as “ASC”.

These consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its 100% owned subsidiaries Exploraciones Cigma S.A. de C.V. (“Exploraciones Cigma”) and Cigma Metals (BVI) Limited (“Cigma BVI”), collectively, they are referred to herein as “the Company”. In January 2010, the Company sold its 100% interest in its Kazakhstan subsidiary (“Dostyk LLP”) to Copperbelt AG. Significant inter-company accounts and transactions have been eliminated.

b)	Accounting Estimates

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

c)	Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents at March 31, 2011 and December 31, 2010.

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d)	Note receivable

The asset is a non-derivative financial asset resulting from the December 2009 sale of the Company’s 100% interest in its Kazakhstan subsidiary, Dostyk LLP, to Copperbelt AG and is stated at fair value. The $150,000 note bears interest at 8.0%, due on demand and is unsecured. The note along with the accrued interest, $177,442 was converted into 272,989 common shares of Copperbelt AG in August 2011 at $0.65 per share. At each reporting date the Company assesses whether there is any objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired, if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset.

e)	Marketable securities

Non-derivative financial assets that do not meet the definition of loans and receivables are classified as available-for-sale and comprise principally all of the Company’s strategic investments in entities not qualifying as subsidiaries or associates. The Company’s available-for-sale securities consist of shares of common stock of three small cap publicly traded companies at March 31, 2011 and December 31, 2010, respectively, and are stated at fair value. Any unrealized holding gains or losses in these securities are included in the determination of accumulated other comprehensive income (loss). If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. Cost is based on the specific identification method for the individual securities to determine realized gains or losses. If there is no quoted market price in an active market and the fair value cannot be readily determined, available-for-sale investments are carried at cost.

On sale of available-for-sale investments, the cumulative amount recognized in other comprehensive loss/income is reclassified from accumulated other comprehensive loss/income to profit or loss.

f)	Mineral Properties and Exploration Expenses

The Companies policy is to account for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at March 31, 2011 and December 31, 2010, the Company did not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company’s proportionate interest in such activities.

The recoverability of the amounts shown for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposition.

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

~~(g) Share-Based Payment~~12

The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with GAAP.

Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

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2.g) ~~Significant~~Stock-based ~~Accounting Policies (continued)~~compensation

~~(h)~~The ~~Foreign~~Company ~~Currency~~accounts ~~Translations~~for ~~and~~share-based ~~Transactions~~payments under the fair value method of accounting whereby stock-based compensation cost is measured at the grant date based on the fair value of the common stock on the award date.

~~The Company's reporting currency is the U.S. Dollar. Dostyk LLP is a foreign operation and its functional currency is the Kazakhstan Tenge (Tenge~~h). ~~Certain~~Interest contractual obligations in these consolidated financial statements are stated in Kazakhstan Tenges. The Kazakhstan Tenge to U.S. dollar exchange rate at September 30, 2009 was U.S. $0.00671 to 1 Tenge.Expense

~~The~~Interest ~~Company~~expense ~~translates~~was ~~foreign~~approximately ~~assets~~$116 ~~and liabilities of its subsidiaries, other than those denominated~~ in ~~U.S.~~2011 ~~dollars,~~(2010 at- the rate of exchange at the balance sheet date. Revenues and expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss$40) ~~until all or a part of the investment in the subsidiaries is sold or liquidated~~respectively. ~~The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.~~

~~Transaction~~i) ~~gains~~Foreign ~~and~~Currency ~~losses~~Translations ~~that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in interest, bank charges,~~ and ~~foreign exchange loss in the consolidated statements of operations and were not material in 2009 or 2008.~~Transactions

The Company and Cigma Metals (iBVI) ~~Concentration~~Limited’s ofreporting ~~Credit~~currency ~~Risk~~is the U.S. Dollar. Exploraciones Cigma S.A. de C.V. is a foreign operation and its functional currency is the Mexico Peso. Certain contractual obligations in these consolidated financial statements are stated in the Mexican Peso. The Mexican Peso to U.S. dollar exchange rate at March 31, 2011 was U.S. $0.0837 to 1 Peso.

The Company ~~places~~translates ~~its~~foreign ~~cash~~assets ~~with~~and ~~high~~liabilities ~~credit~~of ~~quality~~its ~~financial~~subsidiaries, ~~institutions~~other than those denominated in ~~Canada~~U.S. ~~and~~dollars, ~~Kazakhstan~~at the rate of exchange at the balance sheet date. ~~The~~Income ~~Company~~and ~~had~~Expenses ~~funds~~are ~~deposited~~translated inat ~~banks~~the ~~beyond~~average rate of exchange throughout the ~~insured~~year. ~~limits~~Gains or losses from these translations are reported as a separate component of ~~September~~other ~~30,~~comprehensive ~~2009~~income ~~and~~(loss) ~~December~~until ~~31,~~all ~~2008~~or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.

~~(j)~~Transaction ~~Long-Lived~~gains ~~Assets~~and ~~Impairment~~losses that arise from exchange rate fluctuations on transactions denominated in a currency foreign exchange loss in the consolidated statements of operations and were not material in 2011 or 2010 or in the cumulative period ending March 31, 2011.

j)	Concentration of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and the notes receivable. The Company places its cash with high credit quality financial institutions in Canada. The Company occasionally has cash deposits in excess of federally insured limits. The Company did not have funds deposited in banks beyond the insured limits as of March 31, 2011 and December 31, 2010. The note receivable relates to the sale in 2010 of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG. The Company believes the credit risk with respect to the note receivable to be minimal.

k)	Long-Lived Assets Impairment

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with GAAP. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.

The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. ~~The~~During ~~Company~~the ~~has~~year ~~not~~ended ~~recognized~~December ~~any~~31, ~~impairment~~2009, ~~losses~~management ~~through~~determined ~~September~~that 30the mineral properties were impaired and capitalized costs of $1,009,597 ~~2009~~were written off. See Note 4.

(kl) Comprehensive income

The Company has adopted FASB ASC 220, Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Consolidated Statement of Stockholders’ Equity and Comprehensive Income (~~Deficiency~~Loss). Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

Accumulated other comprehensive income consists of the following at September 30, 2009 and December 31, 2008:

	March 31, 2011			December 31, 2010
Components of comprehensive income (loss)
Net income (loss) for the period	$	28,612		$	917,649
Foreign currency translation adjustments		-			170,315
Unrealized gains/(losses) on available-for-sale securities		(56,015	)		(57,632	)
Total comprehensive income (loss)	$	(27,403	)	$	1,030,332

Components of comprehensive loss	September 30, 2009			December 31, 2008
Net loss for the period	$	(652,386	)	$	(3,482,650	)
Foreign currency translation adjustments		(436,259	)		18,746
Unrealized gains (loss)on available-for-sale securities		35,777			(43,593	)
Total comprehensive loss	$	(1,052,868	)	$	(3,507,497	)

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2.m) ~~Significant~~Fair ~~Accounting~~Value ~~Policies~~of ~~(continued)~~Financial Instruments and Risks

(l) Fair Value of Financial Instruments and Risks

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.

The carrying value of cash, accounts payable and accrued expenses, ~~accounts~~(including ~~payable –~~ related parties,) ~~and loan payable~~ approximate their fair value because of the short-term nature of these instruments. ~~Available for sale securities are recorded at the current market value.~~

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America ~~(primarily in Kazakhstan)~~ and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar.

(mn) Income Taxes

The Company ~~has~~recognizes ~~adopted ASC 740, Accounting for Income Taxes, which requires the Company to recognize~~ deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement ~~carry~~carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Income taxes recognized in a company’s financial statements are in accordance with GAAP. GAAP prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Estimated interest and penalties related to recording uncertain tax positions when recorded are included as a component of income tax expense on the consolidated statement of operations. The Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties. The Company’s tax returns are open to review by federal tax authorities from 2007 to current.

Ino) ~~July~~Earnings ~~2006, the Financial Accounting Standards Board~~ (~~“FASB”~~Loss) ~~issued~~Per an interpretation which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with GAAP. This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return. It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.Share

~~Recognition~~Earnings ~~criterion~~(loss) per share is computed by dividing net income or loss available to acommon ~~tax~~stockholders ~~provision~~by isthe weighted average number of common shares outstanding during the year including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for ~~fiscal~~the ~~years~~purposes ~~beginning~~of ~~after~~earnings ~~December~~per ~~15,~~share ~~2006~~computations. ~~The~~ ~~adoption~~Diluted ofloss ~~this~~per ~~interpretation~~common ~~did~~share ~~not~~is ~~have~~computed aby ~~material~~dividing ~~impact~~net onloss by the ~~Company’s~~sum ~~results~~of (a) the basic weighted average number of ~~operations~~shares orof ~~financial~~common ~~position. As~~stock ~~such,~~outstanding during the ~~Company~~period ~~has~~and ~~not~~(b) ~~recorded~~additional ~~any~~shares ~~liabilities~~that ~~for~~would ~~uncertain~~have ~~tax~~been ~~positions~~issued orand ~~any~~potentially ~~related~~dilutive ~~interest~~securities and ~~penalties. The~~is ~~Company’s~~equivalent ~~tax~~to ~~returns~~basic ~~are~~income ~~open~~(loss) toper ~~audit~~share for ~~the~~2011 ~~years~~and ~~ending~~2010 ~~December~~because there were no potentially dilutive securities outstanding at March 31, ~~2006~~2011 toand ~~2009~~December 31, 2010.

(np) ~~Earnings~~Fair ~~(Loss)~~Value ~~Per Share~~Measurement

~~Earnings~~Fair ~~(loss)~~value ~~per~~is ~~share~~defined isin ~~computed~~GAAP byas ~~dividing~~the ~~net~~price ~~income~~that orwould ~~loss~~be ~~available~~received to ~~common~~sell ~~stockholders~~an byasset ~~the~~or ~~weighted~~paid ~~average~~to ~~number~~transfer ofa ~~common~~liability ~~shares~~in ~~outstanding~~an ~~during~~orderly ~~the~~transaction ~~year~~between ~~including~~market ~~common~~participants ~~stock~~at ~~issued effective~~ the ~~date~~measurement ~~committed~~date. ~~Diluted~~GAAP ~~loss~~established ~~per common share is computed by dividing net loss by the sum of (~~a) ~~the~~fair ~~basic~~value ~~weighted~~hierarchy ~~average~~that ~~number~~prioritizes ~~of shares of common stock outstanding during~~ the ~~period~~inputs ~~and (b) additional shares that would have been issued and potentially dilutive securities and is equivalent~~ to ~~basic~~valuation ~~loss~~techniques ~~per~~used ~~share for 2009 and 2008 because potentially dilutive securities were anti-dilutive due~~ to ~~the~~measure ~~net~~fair ~~losses incurred in each year~~value. ~~There~~As ~~are~~presented noin ~~outstanding~~the ~~potentially~~tables ~~dilutive securities~~below, ~~options~~this orhierarchy ~~warrants~~consists as of ~~December~~three ~~31,~~broad ~~2008 and September 30, 2009.~~levels:

10Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;

Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.

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3.Assets ~~Equipment~~and Liabilities Measured at Fair Value on a Recurring Basis

	September 30, 2009			December 31, 2008
Fixed assets	$	133,185		$	164,961
Other intangible assets		1,247			1,500
		134,432			166,461
Accumulated depreciation		(40,251	)		(30,717	)
	$	94,180		$	135,744

Certain assets and liabilities are reported at fair value on a recurring basis in the Company’s Balance Sheet. The following methods and assumptions were used to estimate the fair values:

Available-for-sale securities The ~~majority~~Company’s available-for-sale securities consist of ~~equipment~~shares ~~held~~of common stock of three publicly traded companies at ~~September~~March 3031, ~~2009~~2011 and December 31, ~~2008~~2010, respectively, and are stated at fair value, which is ~~located~~based on Level 1 inputs under the Fair Value hierarchy consisting of quoted prices in ~~Kazakhstan~~active markets for identical shares. A reconciliation of the Available-for-sale securities is included in Note 3.

4.q) ~~Loan~~New ~~Payable~~Accounting Pronouncements

~~The~~At ~~Company’s subsidiary Dostyk had a loan payable to Eureka Mining PLC. The loan is unsecured~~present, ~~non-~~there ~~interest~~are ~~bearing~~no ~~with~~pronouncements ~~repayment~~that ~~to begin when~~ the Company ~~shall~~expects ~~begin~~will tohave ~~generate profit as~~ a ~~direct~~material orimpact non direct result of exploration. On March 15, 2007, the Company and Eureka signed an Assignment Agreement under which the Company assumed responsibility for repayment of all amounts due under the loan. The Company does not expect to generate funds from Dostyk’s operations during the next five years to make any principal repayments on ~~the~~these ~~loan.~~consolidated Nofinancial ~~repayment of principal, interest and default interest has been made under the Agreement~~statements. ~~The loan balance at September 30, 2009 is $1,170,274 (2008 - $772,642).~~

53. Available-for-sale securities

				Gross		Gross			Net Accumulated
	Cost $			Other-than – temporary losses $		Gross unrealized gains $			Gross unrealized losses $			Accumulated unrealized gains/(losses) $			Market value $
				Unrealized		Unrealized			Unrecognized			Market
December 31, 2009		181,797			-		223,132			(180,083	)		43,049			224,846
	Cost			Gains		(Losses)			Gains (Losses)			Value
Change in year		(49,279	)		-		(149,299	)		91,667			(57,632	)		(106,911	)
	$			$		$			$			$
December 31, 2010		132,518			-		73,833			(88,416	)		(14,583	)		117,935
December 31, 2007, equity securities		181,797			36,504		(125,856	)		(89,352	)		92,445
Change in period		166,116			-		(73,833	)		7,474			(66,359	)		99,757
Change during the year		-			9,821		(53,414	)		(43,593	)		(43,593	)
March 31, 2011		298,634			-		-			(80,942	)		(80,942	)		217,692
December 31, 2008, equity securities		181,797			46,325		(179,270	)		(132,945	)		48,852
Change during the year		-			36,353		(576	)		35,777			35,777
September 30, 2009, equity securities		181,797			82,678		(179,846	)		(97,168	)		84,629

64. ~~Common~~Mineral ~~stock~~Properties and Exploration Expenses

~~During~~The ~~the~~Company, ~~quarter~~through ~~ended~~its ~~September~~wholly 30owned subsidiary Dostyk LLP (sold in 2010), ~~2009~~held the ~~Company~~Maykubinsk ~~issued~~exploration ~~3,900,000~~and ~~common~~mining ~~shares~~license ~~for~~located ~~total~~in ~~proceeds~~the ofPavlodar ~~$1,170,000~~Oblast Region of ~~which~~Kazakhstan ~~$400~~and through its wholly owned subsidiary Exploraciones Cigma S.A. de C.V.,~~000~~ ~~has~~holds ~~been~~a ~~received~~100% ~~prior~~interest toin ~~December~~a 31mineral concession located in the State of Guerrero, ~~2008~~Mexico.

7.Dostyk ~~Share~~LLP ~~Purchase~~- ~~Warrants~~Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan

AIn ~~summary~~January of2007, the Company’s ~~warrants~~entered ~~outstanding~~in atan ~~September~~agreement 30with Eureka Mining PLC, ~~2009~~a ~~and~~company ~~December~~registered 31in the United Kingdom, ~~2008~~to ~~and~~acquire ~~changes~~an ~~during~~ownership interest in the ~~nine~~Dostyk ~~months~~Limited ~~September~~Liability 30Partnership, ~~2009~~(the is“Partnership” ~~presented~~or ~~below:~~“Dostyk”). The Partnership holds the exploration rights to explore 14,000 square kilometers in the Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan for precious and base metals.

	Number of warrants to Purchase shares			Weighted Average Exercise Price
Balance, December 31, 2007		8,000,000		$	0.713
Warrants granted in 2008		-			-
Warrants expire in 2008		(8,000,000	)	$	0.713
Balance, December 31, 2008		-		$	0.00
Balance, September 30, 2009		-			-

Under the terms of the agreement with Eureka Mining PLC, the Company acquired a 51% interest in the Partnership by paying $300,000 (paid January 25, 2007) into the capital of the Partnership. The acquisition was accounted for using purchase accounting. As a result of the purchase, the Company acquired control of Dostyk and consolidated the financial results of Dostyk, including consideration of a non-controlling interest. In June 2007, the Company increased its ownership in the Partnership from 51% to 71% by contributing a further $700,000 (paid June 13, 2007) to the Partnership’s capital. On September 14, 2007, the Company increased its ownership interest in the Partnership from 71% to 90% by contributing a further $1,000,000 to the Partnership’s capital. In February 2008 the Company increased its ownership in the Partnership from 90% to 100% by paying $400,000 (paid February 13, 2008) to the owners of the Partnership.

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8The Company’s results of operations include Dostyk’s results of operations since the date of the original acquisition. ~~Related~~Pro ~~Party~~forma ~~Transactions~~results for the pre-consolidation period are not presented as they are not materially different from the Company’s historical consolidated financial statements.

~~Related~~As ~~party~~of ~~transactions~~December ~~not~~31, ~~disclosed~~2007, ~~elsewhere~~the Company held a 90% interest in ~~these~~Dostyk. ~~consolidated~~The ~~financial~~aggregate ~~statements~~cost ~~include:~~of the acquisition through December 31, 2007 was $2,000,000. The following represents a summary of the assets acquired and the liabilities assumed during the year. Assets and liabilities at the dates of acquisition have been translated from Dostyk’s functional currency, the Kazakhstan Tenge (“Tenge”). The average effective exchange rate used was US$ 0.008462 to 1 Tenge.

a. During the nine months ended September 30, 2009 Consulting Fees of $135,000 (nine months ended September 30, 2008 - $172,013) were incurred by the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Cash	$	1,040,115
Prepaids and other assets		39,540
Mineral properties		2,676,096
Equipment		119,341
Accounts payable and accrued expenses		(46,806	)
Long-term debt		(1,168,818	)
Minority interest		(659,468	)
Purchase price paid in 2007	$	2,000,000

b.During ~~Included~~the inthree ~~accounts~~month ~~payable~~period -ended ~~related~~March ~~parties~~31, at2008, ~~September~~the ~~30,~~Company ~~2009~~acquired isan additional 10% interest in Dostyk for a purchase price of $~~130~~400,~~636~~000. ~~(December~~At 31that date, ~~2008~~the balance of non-controlling ~~$71,250)~~interest ~~payable~~was toin ~~directors~~excess of the ~~Company~~purchase ~~and~~price ~~its~~by ~~subsidiary~~$166,499. ~~for~~This ~~consulting~~amount ~~fees~~was ~~and~~credited ~~various~~against ~~expenses~~the ~~incurred~~capitalized onbalance ~~behalf~~in mineral properties. As of that date, the Company owned 100% of Dostyk.

The 2008 acquisition of the remaining 10% interest in Dostyk was accounted for using the purchase method. The aggregate allocation of purchase price to mineral properties was $2,509,597.

During December 2009, the Company agreed to sell its ownership interest in its Kazakhstan subsidiary to a third party for $1,500,000. The only significant asset owned by the subsidiary is the mineral exploration license described in these financial statements. The agreement for the sale of the subsidiary for less than the $2,509,597 carrying value of the subsidiaries’ mineral property was an indication that the value of the mineral property has been impaired and capitalized costs of $1,009,597 were written off in 2009. The sale was concluded in 2010 and the purchase price of $1,500,000 was received in 2010.

Mexico

On March 9, 2010, the Company signed a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora II (title No. 235480) mining concession located in the State of Guerrero, Mexico, to the Company, in consideration for $150,000 and 1,000,000 common shares of Cigma. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Property. On June 11, 2010 the Company’s wholly owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed the Assignment Agreement for the Aurora II mining concession between Alphamin’s wholly -owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

5.	Stock Options

Effective December 1, 2006, subject to shareholder approval, the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan (“SOP”) for the Company in order to provide additional incentive for its directors, officers, employees and service providers. The maximum amount of shares that can be issued under the SOP in any calendar year cannot exceed 20% of the issued and outstanding common shares on a non-diluted basis; to any one optionee within a 12 month period shall not exceed 5% of the of the issued and outstanding common shares on a non-diluted basis; to any one consultant within a 12 month period shall not exceed 2% in the aggregate of the issued and outstanding common shares on the date of grant on a non-diluted basis; and to all eligible participants who undertake investor relations activities shall not exceed 2% in the aggregate of the total number of issued and outstanding common shares on the date of grant on a non-diluted basis. The exercise price of each such stock option shall not be less than the fair market value of a share at the time of grant. The term of the options granted under the plan shall not exceed five years from the date of the grant.

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The following is a summary of stock option activity for the three months ended March 31, 2011 and the year ended December 31, 2010.

There were no stock options granted during 2011 and 2010 and none were outstanding at March 31, 2011 and December 31, 2010.

6.	Common Stock

The Company intends to finance activities by raising capital through the equity markets.

In March 2010, the Company issued 1,000,000 shares of common stock of the Company valued at $350,000 for a property acquisition in Mexico. The shares were issued to a company who resides outside the United States of America. The transactions were recorded at the exchange amount, being the trading price per published rates.

On August 24, 2012, the Company entered into a subscription agreement for 4,000,000 shares of common stock at a purchase price of $0.05 per share for gross aggregate proceeds of $200,000. Pursuant to the subscription agreement, the Investor has represented that they are not a U.S. person, as such term is defined in Regulation S.

In September 2012, the Company issued 1,000,000 shares of common stock of the Company valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.

7.	Related Party Transactions

Related party transactions not disclosed elsewhere in these consolidated financial statements:

During the three months ended March 31, 2011, consulting fees of $0 (December 31, 2010 – $30,000) were paid to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Due to related party, as at March 31, 2011 and December 31, 2010 represents amounts due to directors of the Company for consulting fees and/or various expenses incurred on behalf of the Company. All amounts owing to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

8.	Non-Cash Investing and Financing Activities

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9.	Subsequent Events

On August 1, 2012, we signed a property purchase agreement with Alphamin regarding the sale and transfer by Alphamin of a 100% interest in the Aurora (title No. 238662), Aurora Fraccion 1 (title No. 238663), La Huerta (title No. 231940), La Pastoria (title No. 232204), and Lupita (title No. 232725) mining concessions located in the State of Guerrero, Mexico, to us, in consideration for MXN $20,000. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Aurora and Aurora Fraccion mining concessions.

On August 24, 2012, the Company completed a private placement of 4 million common shares at $0.05 per share for total proceeds of $200,000. The shares were issued in September 2012.

In September 2012, the Company issued 1,000,000 shares of common stock of the Company in settlement of indebtedness amounting to $50,000.

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~(A)~~ General

This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2011, in comparison to the corresponding prior-year period. This MD&A has been prepared as of ~~February~~October 2531, ~~2010~~2012. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the ~~nine~~three months ended ~~September~~March 3031, ~~2009~~2011 and ~~2008~~2010 (collectively, the "“Financial Statements"”), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, ~~2008~~2010 and the related annual MD&A included in the December 31, ~~2008~~2010, Form 10-K on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified.

For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Cigma Metals Corporation'’s shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity.

~~This document contains numerous forward~~Forward-~~looking~~Looking statements relating to our business. The United States Private Securities Litigation Reform Act of 1995 provides a “safe harbor” for certain forward-looking statements. Operating, exploration and financial data, and other statements in this document are based on information we believe reasonable, but involve significant uncertainties as to future gold and silver prices, costs, ore grades, estimation of gold and silver reserves, mining and processing conditions, changes that could result from our future acquisition of new mining properties or businesses, the risks and hazards inherent in the mining business (including environmental hazards, industrial accidents, weather or geologically related conditions), regulatory and permitting matters, and risks inherent in the ownership and operation of, or investment in, mining properties or businesses in foreign countries. Actual results and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. We disclaim any intent or obligation to update publicly these forward-looking statements, whether as a result of new information, future events or otherwise.Statements

WeExcept ~~are~~for athe ~~mineral~~historical ~~exploration~~information ~~company~~presented ~~engaged~~in this document, the matters discussed in this Form 10-Q for the ~~exploration~~three ofmonths ~~base~~ended March 31, ~~precious~~2011, ~~metals~~contain forward-looking statements which involve assumptions and ~~industrial~~our ~~minerals~~future ~~worldwide~~plans, strategies, and expectations. We ~~were~~These ~~incorporated~~statements ~~under~~are generally identified by the ~~laws~~use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the ~~State~~negative of ~~Florida~~these words or other variations on ~~January~~these ~~13,~~words ~~1989~~or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, ~~under~~but ~~the~~there ~~name~~can ~~"Cigma~~be ~~Ventures~~no ~~Corp~~assurance that these expectations will be achieved or accomplished."

WeSuch ~~have~~forward-looking nostatements ~~revenues~~include statements regarding, ~~have~~among ~~sustained~~other ~~losses~~things, ~~since~~(a) ~~inception~~the potential markets for our products, ~~have~~our ~~been~~potential ~~issued~~profitability, aand ~~going~~cash ~~concern~~flows ~~opinion~~(b) byour growth strategies (c) our ~~auditors~~future financing plans and ~~rely~~(d) ~~upon~~our ~~the~~anticipated ~~sale~~needs offor working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our ~~securities~~actual results, performance, or achievements to ~~fund~~be ~~operations.~~materially Wedifferent ~~will~~from ~~not~~the ~~generate~~future ~~revenues~~results, ~~even~~performance, ifor achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of ~~our~~Financial ~~exploration~~Condition ~~programs~~and ~~indicate~~Results ~~that~~of aOperations” ~~mineral~~as ~~deposit~~well as in this Form 10-Q generally. Actual events or results may ~~exist~~differ onmaterially ~~our~~from ~~properties~~those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-Q generally. ~~Accordingly~~In light of these risks and uncertainties, wethere ~~will~~can be ~~dependent~~no onassurance ~~future~~that ~~financings~~the forward-looking statements contained in ~~order~~this tofiling ~~maintain~~will ~~our~~in ~~operations~~fact ~~and~~occur. ~~continue~~In ~~our~~addition ~~exploration~~to ~~activities.~~the ~~Funds~~information ~~raised~~expressly required to be included in ~~fiscal~~this ~~2008~~filing, ~~and~~we ~~2007~~will ~~were~~provide ~~used~~such ~~for~~further ~~exploration~~material information, if any, as may be necessary to make the required statements, in light of ~~our~~the ~~properties~~circumstances ~~and~~under ~~general~~which ~~administration~~they are made, not misleading.

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Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (Bthe “SEC”), ~~Significant~~which ~~developments~~attempt ~~during~~to advise interested parties of the ~~nine~~risks ~~months~~and ~~ended~~factors ~~September~~that 30may affect our business, ~~2009~~financial condition, results of operation and ~~Subsequent~~cash ~~Events~~flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

~~During~~Except ~~January~~where ~~2010, subject to shareholder approval,~~ the ~~Company~~context ~~agreed~~otherwise torequires ~~sell~~and ~~its ownership interest in its Kazakhstan subsidiary to a third party~~ for ~~$1,500,000~~purposes ~~and other consideration. The total value~~ of ~~the~~this ~~potential~~10-Q ~~consideration to be received has not been determined. The~~ only, ~~significant~~“we,” ~~asset~~“us,” ~~owned~~“our,” by“Company,” ~~the~~and ~~subsidiary~~“our isCompany,” ~~the~~refer ~~mineral exploration license described in these financial statements. Management continues~~ to ~~believe~~Cigma ~~that~~Metals ~~the value of the mineral property owned by the subsidiary has not been impaired~~Corporation, ~~however~~a anFlorida ~~agreement for the sale of the subsidiary for less than its carrying value of $2~~corporation,~~509,597~~ ~~as of February 2010, would be an indication of impairment~~ and ~~result~~its inconsolidated ~~the Company recording a loss on the sale~~subsidiaries.

~~(C)~~Business ~~Exploration and~~ Development

We ~~conduct~~were ~~our~~incorporated ~~exploration~~under ~~and~~the ~~property~~laws ~~acquisition~~of ~~activities~~the ~~from~~State ~~our~~of ~~head~~Florida ~~office~~on January 13, ~~which~~1989, isas ~~located~~“Cigma atVentures ~~18,~~Corporation.” 80On ~~Furmanova~~April ~~Str~~17, ~~Almaty~~1999, ~~Republic~~we changed our name to “Cigma Metals Corporation” and are in the business of ~~Kazakhstan.~~locating, ~~The~~acquiring, ~~telephone~~exploring ~~number~~and, isif +7warranted, ~~327~~developing ~~2611~~mineral ~~026~~properties.

Through our Mexican subsidiary, Exploraciones Cigma SA de CV (“Exploraciones Cigma”) we are engaged in the exploration of gold and silver mining properties located in the Mexico, and have not yet determined whether our properties contain mineral reserves that may be economically recoverable.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our continued operations and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of our interest in the underlying properties, our ability to obtain necessary financing to complete the development and upon future profitable production.

Since 1999 we have acquired and disposed of a number of properties. We ~~are~~have ~~currently~~not ~~concentrating~~been successful in any of our exploration ~~activities~~efforts to establish reserves on any of the properties that we owned or in ~~Kazakhstan~~which we have or have had an interest.

~~Since~~We ~~1989~~currently wehave interest in six (6) properties, none of which contain any reserves. Please refer to “Description of Properties.” The accompanying consolidated financial statements have ~~acquired~~been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and ~~disposed~~the satisfaction of aliabilities ~~number~~and commitments in the normal course of ~~properties~~business. WeAs discussed in Note 1 to the consolidated financial statements, we have not ~~been~~generated ~~successful~~revenue inand have experienced recurring losses from operations since inception, and have a working capital deficit. We will not generate revenues even if any of our exploration ~~efforts~~programs toindicate ~~establish~~that ~~reserves~~a onmineral ~~any~~deposit ofmay ~~the~~exist on our properties. ~~that~~Accordingly, we ~~owned~~will orbe dependent on future financings in ~~which~~order weto ~~have~~maintain orour ~~have~~operations ~~had~~and ancontinue ~~interest~~our exploration activities. These conditions raise substantial doubt about our ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have not been involved in any bankruptcy, receivership or similar proceedings.

Our Principal Products and Their Markets

We are a junior mineral exploration company. Our strategy is to concentrate our investigations into: (i) existing operations where an infrastructure already exists; (ii) properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) grass-roots exploration opportunities.

We are currently concentrating our property exploration activity on our interest located in Mexico.

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Our properties are in the exploration stage only and are without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our operations will be, in part, directly related to the cost and success of our exploration programs, which may be affected by a number of factors.

Significant Developments For the Three Months Ended March 31, 2011 and Subsequent Events

For the three months ended March 31, 2011, we recorded exploration expenses of $0 compared to $10,000 in fiscal 2010. The following is a breakdown of the exploration expenses by property: Republic of Kazakhstan $0 (2010 - $100,000) and Mexico $0 (2010 - $0).

On March 9, 2010, we signed a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora II (title No. 235480) mining concession located in the State of Guerrero, Mexico, to us, in consideration for $150,000 and 1,000,000 shares of our common stock. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Property. On June 11, 2010, our wholly-owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed an assignment agreement for the Aurora II mining concession between Alphamin’s wholly owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

On August 24, 2012, we entered into a subscription agreement for 4,000,000 shares of our common stock at a purchase price of $0.05 per share for gross aggregate proceeds of $200,000. The shares were issued to a company which resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S).

In September 2012, we issued 1,000,000 shares of our common stock valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S).The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties

Properties

Office Premises

We conduct our activities from our principal and technical office located at Mision Santa Ana 5232, Fracc. Las Misiones CP 82133, Mazatlan, Sinaloa, Mexico. We believe that these offices are adequate for our purposes. The telephone number is +1 (669) 980-9176. Management believes that this space will meet our needs for the next 12 months. We do not own any real property or significant assets.

Mining and Exploration Properties

Our strategy is to concentrate our efforts on: (i) existing operations where an infrastructure already exists; (ii) properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) grass-roots exploration opportunities.

We are currently concentrating our property exploration activities in Mexico.

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We currently have an interest in six (6) properties and are currently focusing our efforts on our property located in northern Guerrero State, Mexico. We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted.

Former Properties

Russian Federation

Haldeevskaya License

~~The~~On ~~Haldeevskaya~~August ~~exploration~~30, ~~license~~2004, ~~covers~~we ansigned ~~area~~a ofJoint ~~576~~Activity ~~km2~~Agreement ~~and~~with isOOO ~~located~~Science ~~approximately~~Industrial 16Corporation ~~kilometers~~Geosphera NE(“Geosphera”), ~~from~~a ~~Tomsk~~company ~~via~~registered ~~paved~~in ~~highway.~~Russia, ~~Excellent~~to ~~infrastructure~~form isa ~~currently~~partnership to explore the Haldeevskaya license located in ~~place,~~the ~~including,~~Tomsk ~~maintained~~district ~~tarmac~~of ~~access~~the ~~roads~~Tomsk region of the Russian Federation, ~~high~~25 ~~tension~~km ~~power~~east ~~lines~~of atthe ~~500~~city ~~kilowatts~~of ~~per~~Tomsk. ~~line,~~Geosphera ~~gravel~~will ~~vehicular~~earn ~~access~~a ~~roads~~51% ~~over~~interest in the ~~project~~partnership by contributing the license for the Haldeevskaya area ~~with~~and ~~close-spaced,~~the ~~100~~geological ~~meter,~~data. ~~cut~~The ~~lines~~license ~~over~~and the ~~target~~geological ~~areas~~data have been valued at $52,000. The ~~area~~terms isof ~~also~~the ~~close~~agreement provided that we were to ~~the~~earn ~~railheads~~a 49% interest in ~~Tomsk~~the partnership by paying $50,000. ~~with~~However, ~~links~~we toincreased our interest in the ~~Trans~~partnership ~~Siberian~~to ~~Railway~~80% (Geosphera - 20%) by funding $350,000 ~~and~~of ~~all~~exploration ~~infrastructures~~expenditures ~~associated~~on ~~with~~the alicensed ~~regional~~property ~~centre~~in 2004. Geosphera is the manager of the project.

~~Geology~~Pursuant ofto ~~Haldeevskaya area is represented by~~ the ~~mid~~terms ~~Devonian volcanogenic-sedimentary sediments~~ of the ~~Mitrofan~~Joint ~~suite~~Activity Agreement, ~~terrigenous~~and ~~(“black~~for ~~shale”)~~the ~~sediments~~purpose of ~~the~~conducting ~~Jurginsk,~~further ~~Pachinsk,~~financing ~~Salamat~~and ~~suites~~exploration ~~of upper Devonian~~work, ~~and~~a ~~the Yarsk~~company, ~~Lagernosadsk~~HaldeyGold ~~stratus of the lower Carboniferous age~~Ltd. ~~The~~ ~~rock~~(“HaldeyGold”), ~~formations~~was ~~are~~registered ~~deformed into the linear folds~~ with the ~~north-north-eastern~~Ministry ~~strike~~of ~~and they are cut by~~ the ~~series~~Russian ofFederation ~~longitudinal,~~for ~~lateral~~Taxes and ~~diagonal~~Levies ~~fractures~~on ofJanuary ~~different~~19, ~~type and order~~2005. The ~~area~~Haldeevskaya ismineral ~~located~~exploration atlicense ~~the~~along ~~front~~with ~~zone~~all ofrelevant ~~the~~geological ~~Tomsk~~data ~~thrust~~was ~~above~~transferred ~~the granitoid intrusions that are inferred~~ by ~~geophysics. Dolerite and Monzonite dikes intrude Paleozoic rocks forming~~ the ~~series~~partnership ofto ~~dike~~HaldeyGold ~~zones~~on ~~with~~March a16, ~~north-western~~2005. ~~trend~~We ~~with~~have an ~~echelon-like~~80% ~~arrangement~~(Geosphera of20%) ~~some~~interest ~~dikes~~in ~~and their groups~~HaldeyGold.

13On April 22, 2005, December 31, 2005, July 7, 2006 and December 29, 2006, we and Geosphera agreed to amend the Haldeevskaya Joint Activity Agreement dated August 30, 2004 resulting in a revision of the 2006 exploration expenditure commitment from $460,000 to $289,743 and the 2005 exploration expenditure commitment from $300,000 to $250,000. We also agreed to fund $400,000 toward the 2007 HaldeyGold exploration budget. No funds were spent on the HaldeyGold project in 2007. Our investment in the HaldeyGold partnership interest is as follows: Capital invested - $981,387, Exploration expenses incurred - $796,261, write-down of investment in partnership interest - $185,126.

The Haldeevskaya exploration license (expired on December 31, 2007) covers an area of 576 km2 (57,600ha) and is located approximately 16 kilometres NE from Tomsk via paved highway. Excellent infrastructure is currently in place, including, maintained tarmac access roads, high tension power lines at 500 kilowatts per line, gravel vehicular access roads over the project area with close-spaced, 100 metre, cut lines over the target areas. The area is also close to the railheads in Tomsk, with links to the Trans Siberian Railway, and all infrastructures associated with a regional centre.

Geology of Haldeevskaya area is represented by the mid Devonian volcanogenic-sedimentary sediments of the Mitrofan suite, terrigenous sediments of the Jurginsk, Pachinsk, Salamat suites of upper Devonian, and the Yarsk, Lagernosadsk stratus of the lower Carboniferous age. The rock formations are deformed into the linear folds with the north-north-eastern strike and they are cut by the series of longitudinal, lateral and diagonal fractures of different type and order. The area is located at the front zone of the Tomsk thrust above the granitoid intrusions that are inferred by geophysics. Dolerite and Monzonite dikes intrude Paleozoic rocks forming the series of dike zones with a north-western trend with an echelon-like arrangement of some dikes and their groups. Mineralization is focussed into areas associated with the thrusting. Towards the end of 19th and first half of the 20th centuries the region was one of the most prolific gold mining spots in Russia. The coarse gold was panned from the Tom river and the numerous drainage systems around the city of Tomsk. In late 1980 Geosphera made its first gold discoveries in hard rock. As a result of the geochemical and geophysical surveys a series of 6 highly prospective gold soil anomalies have been outlined Of the 6 large anomalies the area currently considered the most perspective are the Semiluzhenskoye, Verkhnekamensk and Sukhorechenskoye prospects. The Verkhnekamensk anomaly is located in the eastern part of the Haldeiskaja license on the tectonic contact between the clay shales and volcanics. As a result of the litho-geochemical, geological and geophysical studies, conducted by us, two mineralized zones of east-west strike have been outlined and plotted at 1:20,000. These zones were traced across the area for 3 kilometres with widths ranging from 250 to 700 meters. Within these zones 3 anomalies were found and appear prospective for gold mineralization. The first diamond drilling program has outlined vast areas of hydrothermal alteration, preliminary mineralogical investigations have discovered free gold in drill core from the upper part of the mineralization zone.

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~~Mineralization is focussed into areas associated with the thrusting. Towards the end of 19th and first half of the 20th centuries the region was one of the most prolific gold mining spots in Russia.~~ The ~~coarse~~Haldeevskaya ~~gold~~exploration ~~was~~licence ~~panned~~has ~~from~~expired the Tom river and the numerous drainage systems around the city of Tomsk. In late 1980 Geosphera made its first gold discoveries in hard rock. As a result of the geochemical and geophysical surveys a series of 6 highly prospective gold soil anomalies have been outlined Of the 6 large anomalies the area currently considered the most perspective are the Semiluzhenskoye, Verkhnekamensk and Sukhorechenskoye prospects. The Verkhnekamensk anomaly is located in the eastern part of the Haldeiskaja license on ~~the~~December ~~tectonic contact between the clay shales and volcanics. As a result of the litho-geochemical~~31, ~~geological and geophysical studies, conducted by Cigma, two mineralized zones of east-west strike have been outlined and plotted at 1:20,000~~2007. These zones were traced across the area for 3 kilometres with widths ranging from 250 to 700 meters. Within these zones 3 anomalies were found and appear prospective for gold mineralization. The first diamond drilling program has outlined vast areas of hydrothermal alteration, preliminary mineralogical investigations have discovered free gold in drill core from the upper part of the mineralization zone.

Tugojakovsk License

~~The~~On ~~Tugojakovsk~~June ~~exploration~~17, ~~license~~2005, ~~covers~~as anamended ~~area~~December of31, ~~164~~2005, ~~km2~~July 7, 2006 and isDecember ~~located~~29, 252006, ~~kilometers~~we SEsigned ~~from~~a Joint Activity Agreement to form a partnership to explore the ~~regional~~Tugojakovsk ~~centre~~Project, oflocated in the Tomsk ~~via~~Oblast ~~paved~~Region ~~highway~~of the Russian Federation. AnUnder ~~excellent~~the ~~infrastructure~~terms isof inthe ~~place~~agreement: ~~including~~(1) ~~excellent~~we ~~sealed~~acquired ~~roads~~an 80% share of the project in exchange for contributing $126,440 ~~close~~in ~~access~~2005; and (2) we committed to ~~railheads~~finance ~~and~~the project in 2006 by providing $329,375 in accordance with an approved budget. We committed to finance the ~~infrastructure~~project ~~associated~~in 2007 by providing $400,000 in accordance with an approved budget. Geosphera’s ownership interest cannot be reduced below 20%. Geosphera will contribute the ~~regional~~license ~~centre~~for ofTugojakovsk ~~Tomsk~~and all geological information on this subsoil area which is owned by Geosphera, as well as professional knowledge, skills and business contacts.

~~The~~Pursuant ~~geology~~to the terms of ~~Tugojakovsk~~the ~~area~~Joint isActivity ~~represented~~Agreement, bya ~~the~~company ~~sedimentary~~will ~~rock~~be ~~formations~~registered ofin ~~Carboniferous~~the ~~age~~Russian ~~composed~~Federation ofin ~~carbonaceous~~order ~~shales,~~to ~~siltstones~~conduct further financing and ~~sandstones~~exploration ~~united~~work ~~under~~on the ~~common~~Tugojakovsk ~~term~~license ~~"black shale"~~area. ~~The~~Once ~~rocks~~the ~~are~~joint ~~deformed~~venture ~~into~~company ~~linear~~is ~~folds~~registered ~~and~~with ~~cut~~the byMinistry of the ~~series~~Russian ofFederation ~~longitudinal,~~for ~~lateral~~Taxes and ~~diagonal~~Levies, ~~faults.~~the ~~The~~Partnership ~~dolerite~~will ~~and~~transfer ~~monzonite~~the ~~dikes~~Tugojakovsk ~~intrude~~mineral ~~Palaeozoic~~exploration ~~rocks~~license ~~forming~~along awith ~~series~~all ofrelevant ~~dike~~geological ~~zones~~data ~~controlling~~to ~~quartz~~the ~~stock~~new ~~works~~joint ~~with~~venture ~~gold~~company. ~~mineralization~~We will have an 80% (Geosphera 20%) interest in the new company. The new company was not registered.

~~The~~Our ~~Baturinsk~~investment ~~occurrence,~~in ~~located within~~ the ~~Tugojakovsk~~Tugojakovks ~~license~~project is ~~composed~~as offollows: aCapital ~~series~~invested ~~silicified~~- ~~shear zones (mylonite zones) consisting of numerous~~$453, ~~locally intense~~821, ~~small~~Exploration ~~quartz~~expenses ~~veinlets~~incurred ~~carrying~~- ~~gold~~$453,821. ~~The surrounding geological units are composed of mineralized carbonaceous shales.~~

The Tugojakovsk exploration license (expired December 1, 2009) covers an area of 164 km2 (16,400ha) and is located 25 kilometres SE from the regional centre of Tomsk via paved highway. An excellent infrastructure is in place including excellent sealed roads, close access to railheads and the infrastructure associated with the regional centre of Tomsk.

The geology of Tugojakovsk area is represented by the sedimentary rock formations of Carboniferous age composed of carbonaceous shales, siltstones and sandstones united under the common term “black shale.” The rocks are deformed into linear folds and cut by the series of longitudinal, lateral and diagonal faults. The dolerite and monzonite dikes intrude Palaeozoic rocks forming a series of dike zones controlling quartz stock works with gold mineralization.

The Baturinsk occurrence, located within the Tugojakovsk license is composed of a series silicified shear zones (mylonite zones) consisting of numerous, locally intense, small quartz veinlets carrying gold. The surrounding geological units are composed of mineralised carbonaceous shales. In 2006 there have been drilled 1,900 metres of core drilling. The gold mineralization zone, which is available on surface, was not intercepted by the drill holes. We made the decision to discontinue further expenditures on this licence area (Report 10-K of 2006).

The Tugojakovsk exploration license expired on December 1, 2009.

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Republic of Kazakhstan

~~Dostyk~~Maykubinsk ~~Area,~~Exploration ~~Pavlodar~~and ~~Oblast~~Mining License

~~The~~Figure ~~Company~~1 ~~through~~- ~~its~~Astana ~~wholly~~is ~~owned~~an ~~subsidiary~~important ~~Dostyk~~regional ~~Ltd~~centre ~~holds~~for ~~high~~the ~~potential~~project ~~Maykubinsk~~infrastructure ~~exploration~~both ~~and~~as ~~mining~~an ~~license~~international ~~located~~airport ~~in Pavlodar Oblast Region in Kazakhstan~~ and ~~two~~as ~~mineral exploration licenses in~~ the ~~Tomsk~~location ~~Oblast Region,~~ of ~~the~~all ~~Russian Federation. In 2007~~ the ~~Company was focused on~~ exploration on Maykubinsk license in Kazakhstan due to advanced exploration stage of this area and high potential to discovery large-scale gold-copper porphyry deposits. The Company’s strategy is to concentrate its investigations into: (i) Existing operations where an infrastructure already exists; (ii) Properties presently being developed and/ormining ~~in advanced stages of exploration which have potential for additional discoveries; and (iii) Grass-roots exploration opportunities~~authorities.

~~The~~Through ~~region’s~~our ~~economy~~wholly-owned ofsubsidiary, ~~Central~~Dostyk ~~Kazakhstan~~(sold isin ~~predicated~~2010), onwe ~~mining,~~held ~~power~~a ~~generation~~high potential Maykubinsk exploration and ~~agriculture~~mining license (the “Maykubinsk License”) located in Pavlodar Oblast Region in Kazakhstan. According to Kazakhstan Mining ~~consists~~Law ofan ~~giant~~exploration ~~coal~~and mining atlicence ~~Karaganda,~~(also ~~Ekibastuz~~called ~~and~~a ~~Maikube,~~Contract ~~mining~~with ofthe ~~polymetallic,~~Government) ~~gold-rich~~could ~~volcanogenic~~be ~~massive~~obtained ~~sulphide~~by ~~deposits~~any atprivate ~~Abyz~~or corporate body, ~~Maikain~~including those with 100% of foreign ownership, ~~Alpys~~through ~~and~~an ~~Souvenir.~~open ~~Roads~~tender ~~and~~published ~~trails~~by ~~criss-cross~~government. If the ~~region~~licence tois ~~serve~~already ~~the~~issued ~~agriculture~~then ~~and~~it ~~mining~~could ~~areas.~~be ~~Numerous~~acquired ~~high-tension~~through ~~power~~direct ~~lines~~negotiations ~~radiate~~with ~~out~~the ofowner ~~several~~and ~~power~~re-registered ~~generation~~by ~~stations~~State inauthorities. ~~Ekibastuz~~We toacquired ~~serve~~Dostyk ~~Kazakhstan~~from ~~and~~Eureka ~~for~~Mining ~~power~~Ltd ~~export~~(“Eureka”), toa ~~Russia~~UK based public company.

~~Regional~~The ~~Geology~~Dostyk ~~and~~acquisition ~~mineralization~~steps were as follows:

~~Central~~We ~~Kazakhstan~~acquired ~~geological~~100% structure is represented by strong folded and dislocated Cambrian-Ordovician submarine volcanic and sedimentary rocks, covered by Silurian-Devonian sediments and Devonian felsitic volcanic suites with a whole series of ~~stocks,~~the ~~dikes~~shares ~~and sills~~ of ~~various~~Dostyk ~~ages.~~through ~~Late~~a ~~Paleozoic~~share ~~rocks~~purchase ~~are~~agreement ~~represented~~with byEureka ~~Carboniferous~~in ~~and~~following ~~Jurassic~~steps ~~marine~~ and ~~continental suites.~~conditions:

14· On January 27, 2007, we were granted 51% interest in Dostyk in return for a commitment to spend US$300,000 for exploration pursuant to the Maykubinsk Licence;

We obtained the rights to a further 20% interest in Dostyk by spending an additional US$700,000 for exploration pursuant to the Maykubinsk Licence;

We obtained the rights to a further 19% interest in Dostyk by spending an additional US$1,000,000 for exploration pursuant to the Maykubinsk Licence, to increase our interest in Dostyk to 90%; and

We paid Eureka US$400,000 to obtain the remaining 10% interest in Dostyk.

The Dostyk property (figure 2) originally covered an area of 14,000 square kilometres (1,400,000ha) in northern Kazakhstan in a region which has been producing gold and base metals (including zinc, copper, nickel and lead) for decades in various geological environments. Geologically the area comprises granites, granodiorite and monzonite with associated continental volcanogenic formations, island arc formations and mafic and felsic intrusives. Currently, over 130 known mineral occurrences occur on the property, and we had selected 2 targets as the focus of our 2009 exploration campaign.

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The licence area has a well-developed infrastructure including a network of railways and power lines that service the needs of the entire country and parts of the Urals in neighbouring Russia. Access to any of the exploration prospects is available through the year by sealed, gravel or dirt roads of good quality. Water sources are represented by number of abandoned coaleries and fresh water lakes in vicinity to exploration prospects.

The economy of the region is predicated on mining, power generation and agriculture. Mining consists of giant coal mining at Karaganda, Ekibastuz and Maikube, mining of polymetallic, gold-rich volcanogenic massive sulphide deposits at Abyz, Maikain, Alpys and Souvenir. Roads and trails criss-cross the region to serve the agriculture and mining areas. Numerous high-tension power lines radiate out of several power generation stations in Ekibastuz to serve Kazakhstan and for power export to Russia.

Regional Geology and mineralization

Central Kazakhstan’s geological structure is represented by strong folded and dislocated Cambrian-Ordovician submarine volcanic and sedimentary rocks, covered by Silurian-Devonian sediments and Devonian felsitic volcanic suites with a whole series of stocks, dikes and sills of various ages. Late Paleozoic rocks are represented by Carboniferous and Jurassic marine and continental suites.

Mineral deposits are related in time and space to the various lithologies:

· Gold-rich volcanogenic massive sulphide ~~(VMS)~~ deposits associated with Ordovician submarine volcanic rocks.

· Porphyry gold-copper deposits associated with altered sub-volcanic dioritic intrusives presumable of Ordovician age.

· Epithermal gold deposits associated with quartz veins and quartz-sulphide stockworks in Ordovician, Devonian and Permian intrusives of diorite to granite composition.

· Lead-zinc mineralization associated with Silurian-Devonian siltstone and carbonate beds.

· Coal deposits associated with Carboniferous marine and deltaic sedimentary rocks.

· Titanium and zirconium-rich sands in Late Carboniferous beach sands.

· Bauxite and nickel laterite deposits formed from modern weathering of Paleozoic limestones and Cambrian ultramafic rocks.

License and Contract commitments

~~License~~The Maykubinsk Licence (license #785) ofwas ~~Central~~for ~~Kazakhstan~~an original area ~~dated~~of ~~January 8~~14,000 ~~1996~~square ~~and~~kilometres ~~Subsoil Contract # 759~~(1,400,000ha) ~~dated~~in ~~Oct~~Central ~~11,~~Kazakhstan ~~2001~~was ~~belongs~~issued toon ~~Dostyk~~January ~~Ltd~~8, 1996. ~~Contract~~In isaccordance ~~valid~~with ~~until~~new ~~Jan~~legislation 8,the ~~2021.~~Maykubinsk ~~Exploration~~Licence ~~period~~was ~~expires~~converted on ~~Dec~~October 3111, ~~2009.~~2001 ~~Dostyk~~to ~~has~~Subsoil ~~currently~~Contract ~~submitted~~# to759 ~~Kazakh~~with ~~Government~~exploration anand ~~application~~mining ~~for~~rights ~~exploration~~valid ~~extension~~until ~~till~~Jan ~~Dec~~8 ~~2011~~2021. ~~The~~We ~~area~~can ofextend ~~contract~~the ~~territory~~mining isterm atuntil ~~the~~full ~~present~~depletion ~~2,774~~of sqmineral kmresources. The ~~contract~~Maykubinsk ~~territory~~Licence ~~will~~was beissued ~~returned~~ to ~~the~~Dostyk. ~~State~~The byexploration ~~December~~term ~~2011~~expired ~~except~~on ~~areas~~December 31, ~~which~~2009, and Dostyk ~~would~~currently ~~claim~~submitted asto ~~commercial~~the ~~discoveries~~Kazakhstan ~~i.e.~~Authorities ~~those~~an ~~prospects~~application onfor ~~which~~exploration ~~Kazakh~~extension ~~style~~until ~~resources~~December ~~of C1-C2 categories would be proved~~2011.

~~Exploration~~In ~~Works~~accordance ~~2009~~with Kazakhstan regulations, an exploration ground proved to be barren for further exploration should be returned to the state by end of each year. At the end of 2008, Dostyk had retained 2,774 sq. km (274,400ha) of exploration ground. The remaining territory will be returned to the state by December 2011, except for areas which Dostyk would claim as commercial discoveries i.e. those prospects on which Kazakh style resources of C1-C2 categories would be proved. No maintenance or any other fees and payments are required to retain the Maykubinsk Licence. No production sharing arrangements have been entered into relating to the property controlled by. A royalty interest is payable to be the State once Dostyk goes into production. The royalty rate for mineral deposits in Kazakhstan range from 0.3% to 3.0% in different projects and is subject to a feasibility study and direct negotiations with the State authority. We are the sole owner of Dostyk, i.e. nobody has any claims or interest in Dostyk except for us.

~~In 2009, due to luck of financing the exploration works in 2009 have been resumed only in August with geophysical surveys and diamond drilling on Beskauga prospect.~~ 24

Dostyk Total	September 30, 2009
		Volume		USD
Drilling (m)	m		204		15,000
Sample processing & assays	sample		0		0
Metallurgical tests	sample		6		10,585
Surveys				$	7,515
Data processing				$	0
Consulting services, wages, taxes, administration & others				$	37,670
TOTAL					70,770

Beskauga Gold-Copper Prospect

Primary Geology & Infrastructure

Beskauga is a large gold-copper-porphyry system with an area of over 7 km2. The deposit area is composed by strongly hydrothermaly altered volcanic and intrusive rocks with numerous geochemical gold-copper anomalies. The occurrence belongs to steeply dipping zones of sericite-pyrophyllite-quartz metasomatites and quartzites developed upon granodiorites intrusions of Late-Ordovician and Devonian age. Host rocks are volcanogenic sedimentary stratum of Middle-Upper Ordovician age. The gold-copper mineralization is represented by pyrite and chalcopyrite, some places by molybdenite.

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~~Beskauga~~In ~~prospect~~order isto ~~located~~retain 25exploration kmand ~~from~~mining ~~nearest~~rights ~~rail~~and ~~way~~to ~~station~~convert the exploration licence/contract into a mining licence Dostyk should by end of the exploration term, December 31, 2010, submit and inprove ~~vicinity~~to ~~from~~the 1State Resources Commission of Kazakhstan a Report of C1-C2 Mineral Resources. By doing so,~~150kW~~ ~~power~~Dostyk ~~line~~will receive exclusive and irrevocable rights for mining of the mineral resources proved with the government of Kazakhstan.

~~Exploration~~The ~~works~~surface &of ~~results~~the Maykubinsk Licence area is represented by poor-quality pastoral ground with quite spare life stock on it. According to Kazakhstan law, the sub-soil contract prevails above surface agricultural or other facilities. However, Dostyk is required every year to obtain an exploration permit from local authorities.

AExploration ~~magnetic~~Work ~~survey~~In on area of 6.5 km2 has outlined two positive anomalies by size 300 x 500m and 250 x 600m. Two drill rigs have commenced diamond drilling to prove magnetic anomalies and to trace extension of mineralization discovered in previous years. Besides two small 12kg metallurgical samples to prove heap leach capacity have been collected on each, Berezki East and Quartzite Gorka prospects and one small and one large samples on Beskauga prospect to improve recovery of gold.2009

Works completed on each prospect in quarter September 2009
Prospect	Drill holes	Meters drilled	Sample processing	Assays		Met samples	Geophysics	USD
				FA, Au	ICP Cu,Mo	sample	km2
Berezki East	0	0	0	0	0	2	0	3,528
Quartzite Gorka	0	0	0	0	0	2	0	3,528
Beskauga	1	204	0	0	0	2	6.5	26,043
TOTAL	1	204	0	0	0	6	7	70,770

The exploration work has been supervised by Kinta’s Mining Management Pty Ltd, an Australian company, providing exploration and mineral resource service in Central Asia.

The ~~summary~~quality control of ~~exploration~~drilling, ~~works~~sampling, ~~curried~~assaying has been carried out on site by ~~Company~~Micromine ~~since~~Ltd, ~~acquisition~~an ofAustralian Resource company and by Alex Stewart Laboratories, an internationally accredited UK company with laboratory in Kyrgyzstan. Dostyk ~~project~~assays is100% asof ~~follows:~~its samples in this lab.

~~DOSTYK~~During ~~EXPLORATION~~the ~~WORKS~~year INended ~~2007-2008-~~December 31, 2009, we expended $623,794 relating to the Dostyk project.

	2007		2008		2009 till Sep		2007+2008+2009
	Volume	USD	Volume	USD	Volume	USD	Volume	USD
Drilling (m)	15,327	1,468,302	12,616	1,246,757	300	21,197	28,243	2,808,626
Sample processing & assays (sample)	14,200	354,979	12,200	246,025	3,650	80,333	30,050	608,967
Metallurgical tests (sample)	2	17,833	4	23,914	1	17,251	6	58,998
Surveys ($)		2,500		12,892		7,515		22,907
Data processing		10,800		167,066		21,851		199,717
Consulting services, wages, administration & others		432,000		492,117		35,703		959,820
TOTAL		2,286,414		2,188,771		183,850		4,659,035

The funds were spent on the Berezki East Prospect and the Quartzite Gorka Prospect represented by gold-copper porphyry mineralization zones. The main exploration expenditures were diamond drilling (11 drill holes for 3,350 meters) and assays. The breakdown of the costs is shown in the table below.

Berezki East Prospect (Dfigures 3 & 4), ~~Results~~we continued extension drilling on Northern and Southern flanks targeting deeper levels of ~~Operations~~mineralization zone. As a result of the 2009 drilling program, the mineralization has been extended on strike for further 340 meters and in depth direction to 300 meters. The total explored length of the zone is 650 meters by average width 25 to 30 meters by grade 1.06g/t of gold and 0.14% of copper.

~~Nine months Ended September 30, 2009 versus nine months Ended September 30, 2008~~25

For the nine months ended September 30, 2009 we recorded a net loss of $652,386 (2008 net loss - $2,667,541) or $0.01 per share (2008 - $0.06).

Expenses – For the nine months ended September 30, 2009 we recorded expenses of $652,386 (2008 - $2,708,684). This amount includes, professional fees - accounting $83,012 (2008 - $3,033) and legal $21,413 (2008 - $36,953). Administrative and general expenses were $359,311 (2008 - $2,255,554). Management and consulting fees were $174,545 (2008 - $247,761) and interest, bank charges and foreign currency exchange (gains) losses were $3,605 (2008 - $25,382).

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~~For~~In ~~the~~2009, ~~nine~~we ~~months~~continued ~~ended~~the ~~September~~exploration ~~30,~~program ~~2009~~on wethe ~~recorded~~Quartzite ~~exploration~~Gorka ~~expenses~~Prospect of(figures ~~$10~~5 & 6),~~500~~ ~~(2008~~targeting the western extension of gold-copper ~~$140,001)~~mineralization zone and its extension to depth direction. ~~The~~5 ~~following~~holes ishave been drilled for a ~~breakdown~~total of ~~the~~1,520 ~~exploration~~meters. ~~expenses~~The bydrilling ~~property:~~results ~~Maykubinsk~~have ~~license,~~revealed ~~Kazakhstan~~a ~~$10,500~~pinch ~~(2008~~out -of ~~$140,001)~~mineralization in northwest direction with reduced zone width zone and ~~Tomsk~~decreased ~~Oblast,~~values ~~Russian~~of ~~Federation~~the $0gold (~~2008~~0.3g/t) -and $copper (0.1%).

~~Depreciation~~The ~~expense~~following –tables ~~For~~delineate the ~~nine~~work ~~months~~done, ~~ended~~and ~~September~~associated 30costs, ~~2009~~for wethe ~~recorded~~two ~~depreciation~~properties ~~expense~~in ~~of $15,353 (2008 - $12,851).~~ 2009:

(E) Capital Resources and Liquidity

Berezki East

Type of work

Volume

US$

Drill holes

drill holes

Meters drilled

1,830

183,000

samples treatment

sample

1,750

Fire assays

assay

1,710

41,000

IP assays

assay

1,050

Metallurgical test

34,000

Data processing & administration

59,000

Wages -geological staff

49,000

Berezki East total

366,000

Budget 2010

3 drill holes for 1300m, 1,100 assays

200,000

~~September 30, 2009 versus September 30, 2008~~26

At September 30, 2009, we had cash of $225,425 (2008 - $14,248) and working capital deficiency of $745,614 (2008 working capital deficiency - $1,138,668) respectively. Total liabilities as of September 30, 2009 were $2,277,053 as compared to $2,147,646 on September 30, 2008, an increase of $129,407.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $769,235 from operating activities in 2009. The Company requires additional funds to meet its obligations and maintain its operations. We do not have sufficient working capital to (i) pay our administrative and general operating expenses through September 30, 2010 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from its operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its property, there is no assurance that any such activity will generate funds that will be available for operations.

(F) Plans for Year 2009

During the next 12 months we intend to raise additional funds through equity offerings and/or debt borrowing to meet its administrative/general operating expenses and to conduct work on our exploration properties. There is, of course, no assurance that we will be able to do so.

Our exploration work program in 2009 will concentrate exploration activities on Maykubinsk exploration license in Kazakhstan. The main exploration targets remain Beskauga, Berezki East and Quartzite Gorka prospects.

The 2009 exploration work program on the Maykubinsk license areas will entail completion of data processing from the year 2008, surface mapping, geophysical surveying, drilling and metallurgical tests. As result of these works should be: (i) an increase of existing mineralization zones both, to strike and to depth, ii) an increase of inferred resources and targeting to convert a portion of inferred resources into indicated, iii) exploring a resource potential out side of those three prospects.

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The project expenditure

Quartzite Gorka

Type of work

Volume

US$

Drill holes

drill holes

Meters drilled

1,520

152,000

Samples treatment

sample

1,430

Fire assays

assay

1,400

22,000

IP assays

assay

1,050

Data processing & administration

61,000

Wages - geological staff

48,000

Quartzite Gorka total

283,000

Budget 2010

4 drill holes for 1400m, 1,200 assays

300,000

~~Total~~During December 2009, we agreed to sell our ownership interest in our Kazakhstan subsidiary to a third party for $1,500,000. The only significant asset owned by the subsidiary is the mineral exploration ~~expenditures~~license ~~incurred~~described in ~~2007-2008~~these ~~were~~financial statements. The agreement for the sale of the subsidiary for less than the $42,~~475~~509,~~185~~597 carrying value of the subsidiaries’ mineral property was an indication that the value of the mineral property has been impaired and capitalized costs of $~~183~~1,~~850~~009,597 ~~for~~were 8written ~~months~~off in 2009. The sale was concluded in 2010 and the purchase price of $1,500,000 was received in 2010.

Exploration Budget 2009
	2009 budget		2009 completed till September
	Volume	USD	Volume	USD
Drilling (m)	5,000	486,500	300	21,197
Samples processing & Assays (sample)	6,000	83,197	3,650	80,333
Metallurgical tests (sample)	3	51,000	1	17,251
Geophysical surveys ($)		15,000		7,515
Data processing		118,500		21,851
Consulting services, wages, administration		105,395		35,703
TOTAL		859,592		183,850

Current Properties

~~(G) Application of Critical Accounting Policies~~Mexico

~~The~~We ~~accounting~~hold ~~policies~~six ~~and~~(6) ~~methods~~mining weconcessions ~~utilize~~located in ~~the~~Guerrero ~~preparation~~State, ofMexico. They are 100% owned by our ~~unaudited~~Mexican ~~consolidated~~subsidiary, ~~financial~~Exploraciones ~~statements~~Cigma, ~~determine~~S.A. ~~how~~de weC.V. ~~report~~The ~~our~~concessions ~~financial~~define ~~condition~~two ~~and~~Projects, ~~results~~the ofEl ~~operations~~Violín Project and ~~may~~the ~~require~~Pinzan ~~our~~Morado ~~management~~Project. toThe ~~make~~El ~~estimates~~Violín orProject ~~rely~~is centered on ~~assumptions~~geographic ~~about~~co-ordinates ~~matters~~99º18’W, ~~that~~17º20’ ~~are~~N ~~inherently~~and ~~uncertain.~~has ~~Our~~a ~~accounting~~surface ~~policies~~area ~~are~~of ~~described~~4098 inhectares. ~~note~~It 2is located 230 km south-southeast of ~~our~~Mexico ~~December~~City, 31D.F., ~~2008~~ and ~~September~~about 30, ~~2008~~km ~~unaudited~~southeast ~~consolidated~~of ~~financial~~Chilpancingo ~~statements~~de Los Bravos, the State capital. ~~Our~~The ~~accounting~~Pinzan ~~policies~~Morado ~~relating~~Project tois ~~depreciation~~centered ~~and~~on ~~amortization~~geographic ofco-ordinates ~~property~~100º49’W, ~~plant~~18º18’ ~~and~~N, ~~equipment~~has ~~are~~a ~~critical~~surface ~~accounting~~area ~~policies~~of ~~that~~91,559 ~~are~~hectares ~~subject~~and tois ~~estimates~~located ~~and~~165 ~~assumptions~~km ~~regarding~~northwest ~~future~~of ~~activities~~Chilpancingo.

~~Depreciation~~Mining isConcessions ~~based~~that ondefine the ~~estimated~~“El ~~useful~~Violín” ~~lives~~Project, Municipios of ~~the~~Mochitlán ~~assets~~ and isQuechultenango, ~~computed~~Guerrero, ~~using~~Mexico ~~the straight-line method. Equipment is recorded at cost. Depreciation is provided over the following useful lives~~(1: ~~vehicles~~50,000 10INEGI ~~years~~map ~~and~~sheets ~~office equipment~~E14C38, ~~furniture and fixtures 2 to 5 years~~E14C39).

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at September 30, 2009 and December 31, 2008, the Company did not have proven reserves.

Concession	Title Number	File Number	Title Date	Surface area in Ha.
La Huerta	231940	033/09856	05/23/08	1470.0246
La Pastoria	232204	033/09857	07/04/08	1207.8195
Lupita	232725	033/09832	10/15/08	1420.1978
Total				4098.0419

~~Exploration~~Mining ~~activities~~Concessions ~~conducted~~that ~~jointly~~define ~~with~~the ~~others~~“Pinzan Morado” Project, Municipios of Coyuca de Catalán and Zirándaro Guerrero, Mexico (1:50,000 INEGI map sheets E14A74, E14A84). The concessions are ~~reflected~~subject atto ~~the~~a ~~Company's~~1.5% ~~proportionate~~NSR, ~~interest~~payable into ~~such~~Exploraciones ~~activities~~La Plata, S.A. de C.V., the Mexican subsidiary of Alphamin.

Costs related to site restoration programs are accrued over the life of the project.

Concession	Title Number	File Number	Title Date	Surface area in Ha.
Aurora II	235480	033/09795	12/04/09	1946.6488
Aurora	238662	033/09787	10/11/11	89558.6322
Aurora Fraccion I	238663	033/09787	10/11/11	54.1121
Total				91,559.3931

USEl GAAP requires us to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If we determine there has been impairment, then we would be required to write-down the recorded value of its property, plant and equipment costs which would reduce our earnings and net assets.Violín

El Violín overlaps part of the Mixteca Terrane of Southern Mexico. The basement of the Mixteca Terrane is the polydeformed Paleozoic Acatlán Metamorphic Complex. The metamorphic rocks are unconformably overlain by the Middle Jurassic Chapolapa Formation which consists of two members: (Hi) ~~Off~~the Green Member, mainly consisting of andesitic volcanic rocks, and (ii) the Purple Member which consists of conglomerates, breccias, rhyolite tuff-~~balance~~breccias, ~~Sheet~~dacite, ~~Arrangements~~zinc-rich massive sulfides, iron formations, slate and ~~Contractual~~sandstone. ~~Obligations~~The Purple Member grades upwards and laterally into Tecocoyunca Group sediments, consisting of conglomerate, redbed sandstone and mudstone. The Middle Jurassic rocks are unconformably overlain by conglomerates, limestones, sandstones and tuffs of the Early Cretaceous Zicapa Formation. These grade upwards into reef limestones of the Morelos Formation. Uplift in the latest Cretaceous-Tertiary resulted in deposition of Mexcala red bed sediments unconformably on top of the Morelos Limestone, and intrusion of continental granites with their related porphyry systems.

We do not have any off-balance sheet arrangements or contractual obligations that are likely to have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements.27

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~~Item~~In 32001, the Servicio Geologico Mexicano published 1:50,000 geological maps and geochemical surveys for 1:50,000 maps E14C38 and E14C39. ~~Qualitative~~In 2007, El Violín Project was explored by Alphamin for porphyry systems (Lupita concession) and ~~Quantitative~~zinc-rich ~~Disclosures~~massive ~~About~~sulfide ~~Market~~deposits ~~Risk~~(La Huerta and Pastoría concessions). Work completed includes stream sediment geochemistry, soil geochemistry, prospecting and rock geochemistry. Prior to the financial crisis of 2008, several promising targets for further exploration, including drilling, were identified.

~~Our~~Pinzan exposure to market risk is confined to our cash equivalents and short-term investments. We invest in high-quality financial instruments; primarily money market funds, federal agency notes, and US Treasury obligations, with the effective duration of the portfolio within one year which we believe are subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the short-term nature of our investments, we do not believe that we have any material exposure to interest rate risk arising from our investments.Morado

~~Item~~The 4TPinzan Morado Project overlaps part of the Zihuatanejo Subterrane of the Guerrero Terrane, a complex, shallow marine island-arc assemblage that ranges from Middle Jurassic to Late Cretaceous in age. ~~Controls~~Rocks of the Guerrero Terrane are prospective for several types of metallic mineral deposits, including volcanogenic massive sulfides, sedimentary exhalative deposits (SEDEX), porphyry deposits, iron skarns and ~~Procedures~~the more recently recognized iron-oxide-copper gold deposits. The Pinzán Morado Project is centered on the Placeres de Oro intrusive complex, a late Cretaceous to Early Tertiary pluton 23 km long and 9 to 3 km wide that is genetically and spatially related to a significant porphyry gold-copper system. To the west, the pluton uplifts a window (10 km long by 1 to 3 km wide) of the middle Jurassic Carucuaro Metamorphic Complex, the hostrocks for pyritic gold veins mined by local gambusinos (independent miners) and processed at the Pinzán Morado facility. Elsewhere on the concession, the country rocks are mainly shallow marine sediments and limestones that host numerous iron-rich mineral occurrences.

~~Attached~~In as2002, ~~exhibits~~the toServicio ~~this~~Geologico ~~Interim~~Mexicano ~~Report~~published on1:50,000 ~~Form~~geological ~~10-Q~~maps ~~are~~and ~~certifications~~geochemical ofsurveys ~~our Chief~~for ~~Executive~~1:50,000 ~~Officer~~maps ~~(CEO)~~E14A74 and ~~Chief~~E14A84. ~~Financial~~In ~~Officer (CFO)~~2007, ~~which~~Alphamin ~~are~~completed ~~required~~stream ~~pursuant~~sediment tosampling ~~Rule 13a-14~~ of ~~the~~part ~~Exchange Act. This “Controls and Procedures” section~~ of ~~this Interim Report on Form 10-Q includes information concerning~~ the ~~controls~~Property ~~and~~after ~~controls~~applying ~~evaluation~~for ~~referenced in~~ the ~~certifications~~mineral rights. ~~This~~Several ~~section~~promising ofanomalies ~~the~~for ~~Interim~~gold ~~Report~~and onbase ~~Form~~metals ~~10-Q~~were ~~should~~identified, bebut ~~read~~no infurther ~~conjunction~~work ~~with~~was ~~the certifications for a more complete understanding of the matters presented~~done.

~~Evaluation~~Results of ~~disclosure controls and procedures~~Operations

WeThree ~~evaluated~~Months ~~the~~Ended ~~effectiveness~~March of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Interim Report on Form 10-Q. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act31, ~~such~~2011 as(Fiscal ~~this~~2011) ~~Interim~~versus ~~Report~~Three onMonths ~~Form~~Ended ~~10-Q~~March ~~is recorded~~31, ~~processed,~~2010 ~~summarized~~(Fiscal and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.2010)

~~Based~~For on the ~~evaluation,~~three ~~our Chief~~months ~~Executive~~ended ~~Officer~~March ~~and Chief~~31, ~~Financial Officer~~2011, ~~after~~we ~~evaluating~~recorded ~~the~~a ~~effectiveness~~profit of ~~our~~$28,612 ~~“disclosure~~or ~~controls~~$0.00 ~~and~~per ~~procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))~~share, ~~have~~compared ~~concluded that, subject~~ to ~~the~~a ~~inherent~~profit ~~limitations noted in this Part II, Item 4, as~~ of ~~September 30~~$819,392 ~~2009,~~or ~~our~~$0.02 ~~disclosure~~per ~~controls~~share ~~and procedures were not effective due to the existence of several material weaknesses~~ in ~~our internal control over financial reporting, as discussed below~~2010.

~~Limitations~~General onand ~~Effectiveness~~administrative expenses – For the three months ended March 31, 2011, we recorded general and administrative expenses of ~~Controls~~$43,584 (fiscal 2010 - $46,509). The fiscal 2011 amount includes professional fees - accounting $2,560 (fiscal 2010 – $(1,758)) and legal $0 (fiscal 2010 - $9,231). Recent developments in capital markets have restricted our access to debt and equity financing. As a result, we reduced our 2011 capital spending requirements in light of the current and anticipated, global economic environment.

~~Our~~Exploration ~~management,~~expenditures ~~including~~- ~~our Chief~~For Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~objectives~~three ofmonths ~~the~~ended ~~control~~March ~~system are met. Further~~31, ~~the design of a control system must reflect the fact that there are resource constraints~~2011, ~~and~~we ~~the~~recorded ~~benefits~~total ofexploration ~~controls must be considered relative to their~~ costs. ~~Because~~ of ~~the inherent limitations in all control systems~~$2,500 nocompared ~~evaluation~~to ~~of controls can provide absolute assurance that all control issues and instances of fraud~~$100,000 ~~if any, within the Company have been detected. These inherent limitations include the realities that judgments~~ in ~~decision-making~~fiscal ~~can be faulty, and that breakdowns can occur because of a simple error or mistake~~2010. ~~Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls.~~ The ~~design~~following ofis ~~any~~a ~~system~~breakdown of ~~controls also is based in part upon certain assumptions about~~ the ~~likelihood~~exploration ofexpenses ~~future~~by ~~events,~~property: ~~and~~Kazakhstan ~~there~~$0 ~~can~~(2010 be- ~~no assurance that any design will succeed in achieving its stated goals under all potential future conditions~~$100,000); ~~over~~Mexico ~~time,~~totalled ~~controls may become inadequate because of changes in conditions~~$2,500 or(2010 ~~the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost~~-~~effective~~ ~~control system, misstatements due to error or fraud may occur and not be detected~~$0).

~~Material~~Capital ~~Weaknesses~~Resources ~~Identified~~and Liquidity

InMarch ~~connection with the preparation of our consolidated financial statements for the period ended September 30~~31, ~~2009,~~2011 ~~certain~~versus ~~significant~~December ~~deficiencies in internal control became evident to management that represent material weaknesses~~31, ~~including,~~2010:

19Recent developments in capital markets have restricted access to debt and equity financing for many companies. Our exploration properties are in the exploration stage, have not commenced commercial production and consequently we have no history of earnings or cash flow from our operations. As a result, we are reviewing our 2011/2012 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

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~~(i)~~We ~~Lack~~currently offinance aour ~~sufficient~~activities ~~number~~primarily by the private placement of ~~independent~~securities. ~~directors~~There ~~for~~is ~~our~~no ~~board~~assurance that equity funding will be accessible to us at the times and ~~audit~~in ~~committee~~the amounts required to fund our activities. WeThere ~~currently~~are ~~only~~many conditions beyond our control which have ~~one~~a ~~independent~~direct ~~director~~bearing on ~~our~~the ~~board,~~level ~~which~~of isinvestor ~~comprised~~interest in the purchase of ~~two~~our ~~directors~~securities. We may also attempt to generate additional working capital through the operation, ~~and~~development, onsale or possible joint venture development of our ~~audit~~properties; ~~committee~~however, ~~which~~there is ~~comprised~~no ofassurance ~~two~~that ~~directors~~any such activity will generate funds that will be available for operations. AsDebt afinancing ~~publicly-traded~~has ~~company,~~not been used to fund our property acquisitions and exploration activities and we ~~should~~have ~~strive~~no current plans to use debt financing. We do not have a“standby” ~~majority~~credit offacilities, ~~our~~or ~~board~~off-balance ofsheet ~~directors~~arrangements beand ~~independent~~it does not use hedges or other financial derivatives. We have no agreements or understandings with any person as to additional financing.

~~(ii)~~At ~~Lack~~March of31, ~~an independent financial expert on our audit committee. We currently do not have an independent audit committee financial expert on our audit committee as defined by the SEC. Pursuant to Section 407~~2011, we ~~are~~had ~~required~~cash toof ~~disclose~~$248,821 ~~whether~~(December we31, ~~have~~2010 at- ~~least~~$223,334) ~~one~~and ~~"audit~~a ~~committee~~working ~~financial~~capital ~~expert"~~of on$336,625 ~~our~~(December ~~audit~~31, ~~committee~~2010 inworking ~~addition~~capital to- ~~whether~~$364,028) ~~the~~respectively. ~~expert~~Total isliabilities ~~independent~~as of ~~management.~~March ~~Since~~31, we2011, dowere ~~not~~$142,526 ~~have~~as ancompared ~~independent~~to ~~audit~~$150,742 ~~committee~~on ~~financial~~December ~~expert~~31, ~~we have disclosed this fact; however~~2010, ~~it is still the expectation that we obtain~~ a ~~financial~~decrease ~~expert~~of ~~on our audit committee~~$8,216.

~~(iii)~~In ~~Insufficient~~March ~~segregation~~2010, ofwe ~~duties~~issued ~~in our finance and accounting functions due to limited personnel. During the period ended September 30~~1, ~~2009~~000,000 weshares ~~had~~of ~~one~~common ~~person~~stock onof ~~staff at~~ our ~~executive~~valued ~~office and two persons~~ at ~~our Kazakhstan office that performed nearly all aspects of our financial reporting process~~$350,000 ~~including,~~for ~~but~~a ~~not~~property ~~limited~~acquisition ~~to,~~in ~~access~~Mexico. toThe ~~the~~shares ~~underlying~~were ~~accounting~~issued ~~records and systems, the ability~~ to ~~post~~a ~~and~~company ~~record~~who ~~journal~~resides ~~entries~~outside ~~and responsibility for~~ the ~~preparation~~United States of ~~the financial statements~~America. ~~This~~The ~~creates~~transactions ~~certain~~were ~~incompatible~~recorded ~~duties~~at ~~and a lack of review over~~ the ~~financial~~exchange ~~reporting process that would likely result in a failure to detect errors in spreadsheets~~amount, ~~calculations,~~being ~~or assumptions used to compile~~ the ~~financial~~trading ~~statements~~price ~~and~~per ~~related~~published ~~disclosures as filed with the SEC~~rates. ~~These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.~~

~~(iv)~~On ~~Insufficient~~August ~~corporate~~24, ~~governance~~2012, ~~policies. Although~~ we ~~have~~entered into a ~~code~~subscription ofagreement ~~ethics~~for ~~which~~4,000,000 ~~provides~~shares ~~broad~~of ~~guidelines~~common ~~for~~stock ~~corporate~~at ~~governance,~~a ~~our~~purchase ~~corporate~~price ~~governance~~of ~~activities~~$0.05 ~~and~~per ~~processes~~share ~~are~~for ~~not~~gross ~~always~~aggregate ~~formally~~proceeds ~~documented.~~of ~~Specifically~~$200,000. ~~decisions~~Pursuant ~~made~~to by the ~~board~~subscription toagreement, bethe ~~carried~~Investor ~~out~~has byrepresented ~~management~~that ~~should~~they beare ~~documented~~not ~~and communicated on~~ a ~~timely~~U.S. ~~basis~~person, toas ~~reduce~~such ~~the~~term ~~likelihood~~is ofdefined ~~any~~in ~~misunderstandings~~Regulation ~~regarding key decisions affecting our operations and management~~S.

~~Plan~~In September 2012, we issued 1,000,000 shares of common stock valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for ~~Remediation~~4,000,000 shares of ~~Material~~common ~~Weaknesses~~stock.

WeOur ~~intend~~general business strategy is to ~~take~~acquire ~~appropriate~~mineral ~~and~~properties ~~reasonable~~either ~~steps~~directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to ~~make~~a going concern which contemplates the ~~necessary~~realization ~~improvements~~of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 1 to ~~remediate~~the ~~these~~consolidated ~~deficiencies~~financial statements, we have incurred recurring operating losses since inception, have not generated any operating revenues to date and used cash of $454,090 from operating activities in 2011. We ~~intend~~require additional funds to ~~consider~~meet ~~the~~our ~~results~~obligations ofand maintain our ~~remediation~~operations. ~~efforts~~We do not have sufficient working capital to (i) pay our administrative and ~~related~~general ~~testing~~operating asexpenses ~~part~~through December 31, 2011 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our ~~year-end~~properties, ~~2009~~there ~~assessment~~is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of ~~the~~our ~~effectiveness~~interest in certain properties or an actual foreclosure of our ~~internal~~interest. ~~control~~We ~~over~~have ~~financial~~no ~~reporting~~agreements or understandings with any person as to such additional financing.

WeOur exploration properties have ~~implemented~~not ~~certain~~commenced ~~remediation~~commercial ~~measures~~production and ~~are~~we inhave ~~the~~no ~~process~~history of ~~designing~~earnings ~~and~~or ~~implementing~~cash flow from our operations. While we may attempt to generate additional ~~remediation~~working ~~measures~~capital ~~for~~through the ~~material~~operation, ~~weaknesses~~development, ~~described~~sale inor ~~this~~possible ~~Quarterly~~joint ~~Report~~venture ondevelopment ~~Form~~of ~~10-Q.~~our ~~Such~~property, ~~remediation~~there ~~activities~~is ~~include~~no ~~the~~assurance ~~following:~~that any such activity will generate funds that will be available for operations.

•Cash We continue to recruit one or more additional independent board members to join our board of directors. We continue to recruit at least one additional financial expert to join as an independent board member and as an audit committee member.Flow

•Operating Inactivities: ~~addition,~~We weused ~~will~~cash ~~continue~~of to$57,400 ~~update~~during the ~~documentation~~three ofmonths ~~our~~ended ~~internal~~March ~~control~~31, ~~processes~~2011 (2010 - $604,090). ~~including~~The ~~formal~~following ~~risk~~is ~~assessment~~a breakdown of ~~our~~cash ~~financial~~used ~~reporting~~for ~~processes.~~operating activities:

~~Changes~~· inaccrued ~~Internal~~interest ~~Controls~~on ~~over~~notes ~~Financial~~receivable ~~Reporting~~$2,959 (2010 - $7,310);

~~There~~· ~~were~~gain noon ~~significant~~sale ~~changes~~of ~~in the Company’s internal control over financial reporting (as defined in Rules 13a~~available-~~15(f) and 15d~~for-~~15(f)~~sale ~~under~~securities ~~the Exchange Act) during the most recent fiscal quarter that materially affected~~$71,737 or(2010 ~~are~~- ~~reasonably likely to materially affect, our internal control over financing reporting.~~$0);

20· gain on disposition of subsidiary $0 (2010 - $958,591);

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Changes in prepaid expenses and other assets resulted in an increase of $3,100 (2010 - decrease $1,909). There was a decrease in accounts payable and accrued liabilities of $8,216 (2010 decrease of $38,642). There was a decrease in accounts payable - related party of $0 (2010 increase of $29,152). There was a decrease in deposits of $0 compared to a decrease of $450,000 in 2010.

Investing Activities: During the three months ended March 31, 2011 investing activities consisted of collections of notes receivable $0 (2010 - $100,000), proceeds from the disposition of subsidiary, net of cash disbursed of $0 (2010 - $452,949), proceeds from the sale of available-for-sale securities $82,887 (2010 - $0).

Financing Activities: We intend to finance our activities by raising capital through the equity markets. Proceeds from the sale of common stock were $0 (2010 - $0). In fiscal 2010, $942,293 in loans of the subsidiary was assumed by the purchaser of the subsidiary.

Dividends

We have neither declared nor paid any dividends on our common stock. We intend to retain our earnings to finance growth and expand our operations and do not anticipate paying any dividends on our common stock in the foreseeable future.

Asset-Backed Commercial Paper

We have no asset-backed commercial paper.

Fair Value of Financial Instruments and Risks

The carrying value of cash, accounts payable and accrued expenses, accounts payable-related parties, and deposits approximate their fair value because of the short-term nature of these instruments. Available for sale securities are recorded at the current market value.

Management is of the opinion that we are not exposed to significant interest or credit risks arising from these financial instruments.

We operate outside of the United States of America, primarily in Mexico and are exposed to foreign currency risk due to the fluctuation between the currency in which we operate in and the U.S. dollar.

Share Capital

At October 26, 2012, we had:

Authorized share capital of 100,000,000 common shares with par value of $0.0001 each.

59,500,000 common shares were issued and outstanding as at October 26, 2012 (March 31, 2011 – 54,500,000 and December 31, 2010 – 53,500,000).

Market Risk Disclosures

We have not entered into derivative contracts either to hedge existing risks or for speculative purposes.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or contractual obligations during the three months ended March 31, 2011 and the subsequent to October 26, 2012, that are likely to have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements.

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Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in Note 2 of our December 31, 2010, Consolidated Financial Statements. Our accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.

Buildings and equipment are carried at cost (including development and preproduction costs, capitalized interest, other financing costs and all direct administrative support costs incurred during the construction period, net of cost recoveries and incidental revenues), less accumulated depletion and depreciation including write-downs. Following the construction period, interest, other financing costs and administrative costs are expensed as incurred.

On the commencement of commercial production, depletion of each mining property is provided on the unit-of-production basis, using estimated proven and probable reserves as the depletion basis.

Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

Depreciation for non-mining equipment is provided over the following useful lives:

Vehicles - 10 years;

Office equipment, furniture and fixtures – 2 to 10 years.

We review the carrying values of our buildings and equipment whenever events or changes in circumstances indicate that their carrying values may not be recoverable. An impairment is considered to exist if total estimated future cash flows, or probability-weighted cash flows on an undiscounted basis, are less than the carrying value of the assets.

An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which identifiable cash flows exist. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

We account for our mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

Exploration costs are charged to operations as incurred until such time that proven reserves are delineated. From that time forward, we will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at March 31, 2011 and December 31, 2010, we did not have proven reserves. Exploration activities conducted jointly with others are reflected at our proportionate interest in such activities.

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We review the carrying values of our mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by us and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds our estimated net recoverable amount, provision is made for the decline in value.

The recoverability of the amounts recorded for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of our interest in the underlying mineral claims, our ability to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposition.

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

US GAAP requires us to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If we determine there has been impairment, then we would be required to write-down the recorded value of our property, plant and equipment costs which would reduce our earnings and net assets.

Related Party Transactions

Our proposed business raises potential conflicts of interests between certain of our officers and directors and us. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation. In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms. In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict. From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program. It may also occur that a particular company will assign all or a portion of our interest in a particular program to another of these companies due to the financial position of the company making the assignment.

In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and our financial position at that time. Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest. We are not aware of the existence of any conflict of interest as described herein.

Other than as disclosed below, during the three months ended March 31, 2011 and the year ended December 31, 2010, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

There have been no transactions or proposed transactions with officers and directors during the last two years to which we are a party except as follows:

During the three months ended March 31, 2011, consulting fees of $0 (December 31, 2010 – $30,000) were paid to our directors and $41,624 of expenses incurred in 2008 and 2009 were reversed. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

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CURRRENT OUTLOOK

General Economic Conditions

Current problems in credit markets and deteriorating global economic conditions have led to a significant weakening of exchange traded commodity prices in recent months, including precious and base metal prices. Volatility in these markets has also been unusually high. It is difficult in these conditions to forecast metal prices and demand trends for products that we would produce if we had current mining operations. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.

We anticipate that for the foreseeable future we will rely on the equity markets to meet our financing need. We will also consider entering into joint venture arrangements to advance our projects.

Capital and Exploration Expenditures

We are reviewing our capital and exploration spending in light of current market conditions. As a result of our review, we may curtail a portion of our capital and exploration expenditures during 2011/2012.

We are currently concentrating our exploration activities in Mexico and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.

Plans for the Next Twelve Months

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. Our actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the audited financial statements and notes thereto and the Plan of Operation included in this Quarterly Report on Form 10-Q for the three months ended March 31, 2011.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

During the next 12 months we intend to raise additional funds through equity offerings and/or debt borrowing to meet our administrative/general operating expenses and to conduct work on our exploration properties. There is, of course, no assurance that we will be able to do so.

Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from our operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our property, there is no assurance that any such activity will generate funds that will be available for operations.

We will concentrate our exploration activities on our Mexican properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in Mexico and other South American countries. We are currently seeking to arrange financing so as to start fieldwork on the Mexican properties in 2013. Important components of the field program will include geological mapping, geochemistry and geophysical surveying to define drill targets. We are currently re-analyzing the historic property data of the six Mexican properties and detailed exploration plans will be drafted following the analysis.Additional employees will be hired on a consulting basis as required by the exploration properties.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents and the notes receivable. We place our cash with high credit quality financial institutions in Canada. We occasionally have cash deposits in excess of federally insured limits. We did not have funds deposited in banks beyond the insured limits as of March 31, 2011 and December 31, 2010. We have not experienced any losses related to these balances, and management believes our credit risk to be minimal. The notes receivable and the receivable from the sale of subsidiary relates to the sale in 2010 of our 100% interest in our Kazakhstan subsidiary to Copperbelt AG. We believe the credit risk with respect to the note receivable to be minimal.

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Item 4T.

Controls and Procedures

Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act. As previously reported under Item 9A in the Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”), we had numerous deficiencies in our disclosures controls as of December 31, 2010. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such deficiencies. As of March 31, 2011, the deficiencies described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

Changes in Internal Controls over Financial Reporting

There have been no changes in our internal controls over financial reporting or in other factors during the fiscal quarter ended March 31, 2011, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation. As previously reported in Item 9A of the Annual Report, we had numerous material weaknesses in our internal control over financial reporting as of December 31, 2010. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such material weaknesses. As of March 31, 2011, the material weaknesses described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.

PART II.

OTHER INFORMATION

Item 1.

Legal Proceedings

We are not party to any litigation, and have no knowledge of any pending or threatened litigation against us.

Item 1A.

Risk Factors

~~Not~~We ~~Applicable~~are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ~~ended~~of ~~September 30, 2009~~ the ~~Company~~fiscal ~~issued~~year ~~3,900,000~~covered ~~common~~by ~~shares~~this ~~for total proceeds of $1,170,000 of which $400,000 has been received prior to December 31, 2008.~~report:

(i)

we did not modify the instruments defining the rights of our shareholders;

(ii)

no rights of any shareholders were limited or qualified by any other class of securities; and

(iii)

we have issued the following unregistered equity securities:

In March 2010, we issued 1,000,000 shares of common stock valued at $350,000 for a property acquisition in Mexico. The shares were issued to a company who resides outside the United States of America. The transactions were recorded at the exchange amount, being the trading price per published rates.

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On August 24, 2012, we entered into a subscription agreement for 4,000,000 shares of common stock at a purchase price of $0.05 per share for gross aggregate proceeds of $200,000. Pursuant to the subscription agreement, the Investor has represented that they are not a U.S. person, as such term is defined in Regulation S.

In September 2012, we issued 1,000,000 shares of common stock valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.

Item 3.

Defaults in Senior Securities

~~Not~~During ~~Applicable~~the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of ours. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4. ~~Other~~Mining ~~Information~~Safety Disclosures

~~None~~There are no current mining activities at the date of this report.

Item 5. ~~Exhibits~~Other Information

~~3.1.1~~During ~~Certificate~~the quarter of ~~Incorporation~~the ~~incorporated~~fiscal year covered by ~~reference~~this toreport, ~~the~~we ~~registration~~reported ~~statement~~all oninformation ~~Form~~that ~~10SB~~was ~~filed~~required onto ~~September~~be ~~16,~~disclosed ~~1999~~in ~~(SEC~~a ~~File~~report ~~No.~~on ~~000-27355~~Form ~~99712713)~~8-K. *

~~3.1.2~~Item ~~Certificate of Amendment to the Certificate of Incorporation incorporated by reference to the Form 10SB12G filed on September 16, 1999 (SEC File No~~6. 000-27355 99712713).*Exhibits

~~3.2.1~~(a) ~~By-laws~~InIndex ~~incorporated by reference~~ to ~~the~~and ~~Form~~Description ~~10SB12G~~of filed on September 16, 1999 (SEC File No. 000-27355 99712713). *Exhibits

~~10.1.1~~All ~~Haldeevskaya~~Exhibits ~~Joint~~required ~~Activity~~to ~~Agreement~~be ~~dated~~filed ~~August~~with ~~30,~~the ~~2004,~~Form 10-Q are included in this quarterly report or incorporated by reference to our previous filings with the ~~Form~~SEC ~~10-KSB~~which ~~filed~~can onbe ~~June~~found 6,in ~~2006~~their (entirety at the SEC ~~File~~website Noat www.sec.gov under SEC File Number 000-27355~~-06888704).~~ *99712713.

103.1.21 ~~Amendment~~Certificate toof ~~Haldeevskaya~~Incorporation ~~Joint Activity Agreement dated April 22, 2005,~~ incorporated by reference to the registration statement on Form ~~10-KSB~~10SB filed on ~~June~~September 616, ~~2006~~1999 (SEC File No. 000-27355~~-06888704~~ 99712713). *

103.1.32 Certificate of Amendment to ~~Haldeevskaya~~the ~~Joint~~Certificate ~~Activity~~of ~~Agreement~~Incorporation ~~dated December 31, 2005,~~ incorporated by reference to the Form ~~10-KSB~~10SB12G filed on ~~June~~September 616, ~~2006~~1999 (SEC File No. 000-27355~~-06888704~~ 99712713). *

103.12.41 ~~Amendment~~By-laws ~~to Haldeevskaya Joint Activity Agreement dated July 7, 2006,~~ incorporated by reference to the Form ~~10-QSB~~10SB12G filed on ~~August~~September 1416, ~~2006~~1999 (SEC File No. 000-27355~~-061028644~~ 99712713). *

10.21.1 ~~Tugoyakovka~~Haldeevskaya Joint Activity Agreement dated ~~June~~August 1730, ~~2005~~2004, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.21.2 Amendment to ~~Tugoyakovka~~Haldeevskaya Joint Activity Agreement dated ~~December~~April 3122, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.21.3 Amendment to ~~Tugoyakovka~~Haldeevskaya Joint Activity Agreement dated ~~July~~December 731, ~~2006~~2005, incorporated by reference to the Form 10-~~QSB~~KSB filed on ~~August~~June 146, 2006 (SEC File No. 000-27355-~~061028644~~06888704). *

3110.1.4 ~~Certification~~Amendment ofto ~~Chief~~Haldeevskaya ~~Executive~~Joint ~~Officer~~Activity ~~and~~Agreement ~~Chief~~dated ~~Financial~~July ~~Officer~~7, ~~pursuant~~2006, toincorporated ~~Section~~by ~~302~~reference ofto the ~~Sarbanes~~Form 10-~~Oxley~~QSB ~~Act~~filed ofon ~~2002~~August 14, 2006 (SEC File No. 000-27355-061028644).

3210.2.1 ~~Certification~~Tugoyakovka ofJoint ~~Chief~~Activity ~~Executive~~Agreement ~~Officer~~dated ~~and~~June ~~Chief~~17, ~~Financial~~2005, ~~Officer~~incorporated ~~pursuant~~by reference to ~~Section~~the ~~906~~Form of10-KSB ~~the~~filed ~~Sarbanes-Oxley~~on ~~Act~~June of6, ~~2002~~2006 (SEC File No. 000-27355-06888704).

9910.12.2 ~~Corporate~~Amendment ~~Governance~~to ~~Principles~~Tugoyakovka Joint Activity Agreement dated December 31, 2005, incorporated by reference to the ~~registration statement on~~ Form ~~10KSB~~10-KSB filed on ~~November~~June 46, ~~2004~~2006 (SEC File No. 000-27355 ~~041117794~~-06888704). *

*10.2.3 ~~Previously~~Amendment to Tugoyakovka Joint Activity Agreement dated July 7, 2006, incorporated by reference to the Form 10-QSB filed on August 14, 2006 (SEC File No. 000-27355-061028644).

2131.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

99.1	Corporate Governance Principles, incorporated by reference to the registration statement on Form 10KSB filed on November 4, 2004 SEC File No. 000-27355 041117794).

* Filed herewith.

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SIGNATURES

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

	Cigma Metals Corporation
	Registrant
Date: March 9, 2010	BY:	/s/ Agustin Gomez de Segura
		Agustin Gomez de Segura
		Director
Date: March 9, 2010	BY:	/s/ Waldemar Mueller
		Waldemar Mueller
		Director

	Cigma Metals Corporation
	Registrant

22/s/ Antonio Jaramillo Dated: November 13, 2012

By:	Antonio Jaramillo

Title:

Chief Executive Officer and President (Principal Executive Officer Chief financial Officer, Principal Financial Officer, Principal Accounting Officer and Director)

/s/ Michelle Robinson

Dated: November 13, 2012

By:	Michelle Robinson

Title:

Director

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