UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~March~~June 3130, 2011

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

For the transition period from _______ to _______

Commission File Number: 333-140900

UNIVERSAL GOLD MINING CORP.

(Exact name of registrant as specified in its charter)

Nevada		20-4856983
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

c/o Mr. Craig Niven
18 Pall Mall, 2nd Floor
London, United Kingdom	SW1Y 5LU
(Address of principal executive offices)	(Zip Code)

702-800-7323 ~~(Registrant’s telephone number, including area code)~~

(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 x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ¨ No ¨

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

Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company x
	(Do not check if a smaller Reporting company)

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

As of ~~May~~August 138, 2011, there were 93,012,500 shares of the issuer’s common stock outstanding.

UNIVERSAL GOLD MINING CORP.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~MARCH~~JUNE 3130, 2011

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited).	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	1816
Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	2322
Item 4	Controls and Procedures.	2322
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings.	2423
Item 1A.	Risk Factors.	2423
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	2423
Item 3.	Defaults Upon Senior Securities.	2423
Item 4.	(Removed and Reserved).	2423
Item 5.	Other Information.	2423
Item 6.	Exhibits.	2423
	SIGNATURES	2826

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	PAGE
Consolidated Balance Sheets (Unaudited) as of March 31, 2011 and December 31, 2010	4
Consolidated Balance Sheets (Unaudited) as of June 30, 2011 and December 31, 2010	4
Consolidated Statements of Operations (Unaudited) for the three months ended March 31, 2011 and March 31, 2010 and the period from May 3, 2006 (Inception) through March 31, 2011	5
Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2011 and June 30, 2010 and the period from May 3, 2006 (Inception) through June 30, 2011	5
Consolidated Statement of Stockholders’ Equity (Deficit) (Unaudited) for the period from May 3, 2006 (Inception) through March 31, 2011	6
Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2011 and June 30, 2010 and the period from May 3, 2006 (Inception) through June 30, 2011	6
Consolidated Statements of Cash Flows (Unaudited) for the three months ended March 31, 2011 and March 31, 2010 and the period from May 3, 2006 (Inception) through March 31, 2011	8
Notes to Consolidated Financial Statements (Unaudited)	7
Notes to Consolidated Financial Statements (Unaudited)	9

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

	March 31,			December 31,
	June 30,			December 31,
	2011			2010
ASSETS
Current Assets
Cash	$	~~299~~525,~~052~~213		$	947,153
Marketable securities – available for sale		716,660			-
Employee receivable		-			1,084
Related party receivable		-			5,258
GST refund receivable		21,062			16,328
Goods and Services tax refund receivable		15,398			16,328
Prepaid expenses and other current assets		~~4,967~~-			1,866
Total Current Assets		~~325~~1,~~081~~257,271			971,689
Property and equipment, net		-			3,613
Investment in mining option		~~2,300,000~~-			2,300,000
Total Assets	$	21,~~625~~257,~~081~~271		$	3,275,302
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	~~656~~80,~~001~~806		$	326,228
Accounts payable-related party		6012,~~882~~174			65,183
Accrued liabilities		38,~~138~~084			258,020
Total Current Liabilities		~~755~~131,~~021~~064			649,431
Total Liabilities		~~755~~131,~~021~~064			649,431
Commitments and contingencies		-			-
Stockholders’ Equity
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of March 31, 2011 and December 31, 2010		-			-
Preferred stock, $0.001 par value, 10,000,000 shares authorized; 0 shares issued and outstanding as of June 30, 2011 and December 31, 2010		-			-
Common stock, $0.001 par value, 1,500,000,000 shares authorized; 93,012,500 shares issued and outstanding as of March 31, 2011 and December 31, 2010		93,013			93,013
Common stock, $0.001 par value, 1,500,000,000 shares authorized; 93,012,500 shares issued and outstanding as of June 30, 2011 and December 31, 2010		93,013			93,013
Additional paid-in capital		5,~~904~~933,~~877~~729			5,866,408
Other comprehensive income		3,713			2,136
Other comprehensive income (loss)		(17,281	)		2,136
Deficit accumulated in the exploration stage		(4,~~131~~883,~~543~~254	)		(3,335,686	)
Total Stockholders’ Equity		1,~~870~~126,~~060~~207			2,625,871
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	21,~~625~~257,~~081~~271		$	3,275,302

See notes to unaudited consolidated financial statements

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three Months Ended						~~May~~Six 3,Months ~~2006 (Inception) Through~~Ended						May 3, 2006 (Inception) Through
	March 31, 2011			March 31, 2010			March 31, 2011
	June 30, 2011			June 30, 2010			June 30, 2011			June 30, 2010			June 30, 2011
Revenues	$	-		$	-		$	-		$	-		$	-
		-			-			-			-			-
Expenses
General and administrative		~~795~~89,~~630~~422			25652,~~953~~823			3885,~~780,147~~052			679,776			3,869,569
Mineral expenditures		-			-			~~6,750~~-			-			6,750
Depreciation		~~198~~-			-			~~538~~198			-			538
Impairment loss (mineral claims and mining option)		-			-			376,410
Loss on sale of mining option		660,015			-			660,015			-			660,015
Total Expenses		795,828			25,953			4,163,845
Impairment loss (mineral claims and mining option)		-			-			-			-			376,410
Other Income (Expense)
Total Expenses		749,437			653,823			1,545,265			679,776			4,913,282
Foreign currency exchange gain (loss)		(29	)		-			31,637
Other Income (Expense)
Interest income		-			-			161,827
Foreign currency exchange gain (loss)		(2,274	)		-			(2,303	)		-			29,363
Interest expense		-			-			(161,162	)
Interest income		-			212			-			212			161,827
Total Other Income (Expense)		(29	)		-			32,302
Interest expense		-			-			-			-			(161,162	)
Net Loss	$	(795,857	)	$	(25,953	)	$	(4,131,543	)
Total Other Income (Expense)		(2,274	)		212			(2,303	)		212			30,028
Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.00	)
Net Loss	$	(751,711	)	$	(653,611	)	$	(1,547,568	)	$	(679,564	)	$	(4,883,254	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		93,012,500			200,200,000
Basic and Diluted Loss Per Common Share	$	(0.01	)	$	(0.00	)	$	(0.02	)	$	(0.00	)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted		93,012,500			154,105,833			93,012,500			176,662,155

See notes to unaudited consolidated financial statements

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Statements of ~~Stockholders’~~Cash ~~Equity~~Flows

(Unaudited)

	Common Stock						Additional Paid-in			Deficit Accumulated in the Development			Other Comprehensive		Total Stockholders’ Equity
	Six Months Ended						May 3, 2006 (Inception) Through
	Shares			Amount			Capital			Stage			Income		(Deficit)
	June 30, 2011			June 30, 2010			June 30, 2011
Balance, May 3, 2006 (Inception)		-		$	-		$	-		$	-		$	-	$	-
Cash flows from operating activities
Common Stock issued at $0.0025 on 8/4/06		60,000,000			60,000			(52,500	)		-			-		7,500
Net loss	$	(1,547,568	)	$	(679,564	)	$	(4,883,254	)
Net loss, May 3, 2006 (Inception) through November 30, 2006		-			-			-			(2,646	)		-		(2,646	)
Adjustments to reconcile net loss to net cash used in operating activities:
Balance, November 30, 2006		60,000,000		$	60,000		$	(52,500	)	$	(2,646	)	$	-	$	4,854
Depreciation		198			-			538
Common Stock issued at $0.01 on 3/29/07		31,800,000			31,800			(15,900	)		-			-		15,900
Stock-based compensation		67,321			435,910			666,262
Common Stock issued at $0.01 on 4/3/07 through 4/10/07		18,200,000			18,200			(9,100	)		-			-		9,100
Loss on disposal of fixed assets		3,518			-			3,518
Net loss, year ended November 30, 2007		-			-			-			(13,355	)		-		(13,355	)
Loss on sale of mining option		660,015			-			660,015
Balance, November 30, 2007		110,000,000		$	110,000		$	(77,500	)	$	(16,001	)	$	-	$	16,499
Impairment expense (mineral claims and mining options)		-			-			375,000
Common Stock issued on 4/1/08 to director for services rendered		90,200,000			90,200			(45,100	)		-			-		45,100
Accretion of discount on note receivable		-			-			(103,144	)
Net loss, year ended November 30, 2008		-			-			-			(97,440	)		-		(97,440	)
Amortization of deferred financing costs		-			-			103,144
Balance, November 30, 2008		200,200,000		$	200,200		$	(122,600	)	$	(113,441	)	$	-	$	(35,841	)
Expenses paid by stockholder		-			14,500			14,500
Net loss, year ended November 30, 2009		-			-			-			(65,598	)		-		(65,598	)
Bad debt expense		2,803			-			69,170
Balance, November 30, 2009		200,200,000		$	200,200		$	(122,600	)	$	(179,039	)	$	-	$	(101,439	)
Foreign currency exchange (gain)/loss		2,303			-			(29,363	)
Net loss, month ended December 31, 2009		-			-			-			(3,160	)		-		(3,160	)
Changes in operating assets and liabilities:
Balance, December 31, 2009		200,200,000		$	200,200		$	(122,600	)	$	(182,199	)	$	-	$	(104,599	)
Employee receivable		1,057			-			-
Common Stock cancellation on 5/24/10		(150,200,000	)		(150,200	)		128,700			-			-		(21,500	)
Related party receivable		5,125			-			-
Common Stock issued at $.10 on 5/24/10 to 6/29/10		38,000,000			38,000			3,719,428			-			-		3,757,428
Other receivable		(2,265	)		-			(85,778	)
Common Stock issued on 6/21/10 for services rendered		325,000			325			194,675			-			-		195,000
Prepaid expenses and other current assets		1,866			2,500			2,505
Common Stock issued at $0.10 on 7/8/10		1,500,000			1,500			148,500			-			-		150,000
Accounts payable		(245,359	)		210,448			209,147
Common Stock issued at $0.40 on 9/20/10		2,000,000			2,000			798,000			-			-		800,000
Accounts payable – related party		(52,702	)		(7,500	)		12,154
Common Stock issued at $0.40 on 10/14/10 through 11/2/10		1,187,500			1,188			473,812			-			-		475,000
Accrued liabilities and expenses		(94,803	)		-			40,783
Stock-based compensation		-			-			358,841			-			-		358,841
Net cash used in operating activities		(1,198,491	)		(23,706	)		(2,944,803	)
Contributed capital		-			-			167,052			-			-		167,052
Cash flows from investing activities
Foreign currency translation gain		-			-			-			-			2,136		2,136
Issuance of note receivable		-			-			(338,838	)
Net loss, year ended December 31, 2010		-			-			-			(3,153,487	)		-		(3,153,487	)
Purchases of property and equipment		-			-			(4,045	)
Balance, December 31, 2010		93,012,500		$	93,013		$	5,866,408		$	(3,335,686	)	$	2,136	$	2,625,871
Proceeds from sale of mining option		902,035			-			902,035
Purchase of put and call option/convertible note		-			(1,027,276	)		(1,027,276	)
Proceeds from exercise of put option on convertible note		-			-			1,059,100
Cash paid for investment in mining option		(125,000	)		(2,300,000	)		(2,675,000	)
Net cash provided (used) in investing activities		777,035			(3,327,276	)		(2,084,024	)
Cash flows from financing activities
Advances from stockholder		-			-			82,405
Repayment of advance from stockholder		-			(82,405	)		(82,405	)
Issuance of common stock, net of offering costs		-			3,757,428			5,214,928
Borrowings on debt, net of costs		-			-			338,838
Net cash provided by financing activities		-			3,675,023			5,553,766
Effect of exchange rates on cash activities		(484	)		-			274
Net (Decrease) Increase in Cash		(421,940	)		324,041			525,213
Cash at Beginning of Period		947,153			-			-
Cash at End of Period	$	525,213		$	324,041		$	525,213
Supplemental Disclosures
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash Investing and Financing Activities
Assignment of note receivable for satisfaction of note payable	$	-		$	500,000		$	500,00
Discount on note receivable	$	-		$	-		$	161,162
Contributed capital – payables settled by Stockholder	$	-		$	131,052		$	145,522
Contributed capital – shares acquired by Stockholder and cancelled	$	-		$	21,500		$	21,500
Investment in miming option- accrued and impaired	$	-		$	-		$	125,000
Receipt of marketable securities in sale of mining option	$	737,950		$	-		$	737,950
Change in unrealized loss on marketable securities	$	(21,290	)	$	-		$	21,290

See notes to unaudited consolidated financial statements

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Statements of Stockholders’ Equity

(Unaudited)

	Common Stock				Additional Paid-in		Deficit Accumulated in the Development			Other Comprehensive		Total Stockholders’ Equity
	Shares		Amount		Capital		Stage			Income		(Deficit)
Stock-based compensation		-	$	-	$	38,469	$	-		$	-	$	38,469
Foreign currency translation gain		-		-		-		-			1,577		1,577
Net loss, three months ended March 31, 2011		-		-		-		(795,857	)		-		(795,857	)
Balance, March 31, 2011		93,012,500	$	93,013	$	5,904,877	$	(4,131,543	)	$	3,713	$	1,870,060

See notes to unaudited consolidated financial statements

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended						May 3, 2006 (Inception)
	March 31, 2011			March 31, 2010			Through March 31, 2011
Cash flows from operating activities
Net loss	$	(795,857	)	$	(25,953	)	$	(4,131,543	)
Adjustments to reconcile net loss to net cash used in
operating activities:
Depreciation		198			-			538
Stock-based compensation		38,469			-			637,410
Loss on disposal of fixed assets		3,518			-			3,518
Impairment expense (mineral claims and mining options)		-			-			376,410
Accretion of discount on note receivable		-			-			(103,144	)
Amortization of deferred financing costs		-			-			103,144
Expenses paid by stockholder		-			500			14,500
Bad debt expense		2,803			-			69,170
Foreign currency exchange (gain)/loss		29			-			(31,637	)
Changes in operating assets and liabilities:
Employee receivable		1,069			-			12
Related party receivable		5,185			-			60
Other receivable		(8,064	)		-			(91,577	)
Prepaid expenses and other current assets		(3,127	)		2,500			(2,444	)
Accounts payable		330,030			3,740			784,536
Accounts payable – related party		(4,123	)		1,000			60,733
Accrued liabilities and expenses		(94,800	)		-			40,786
Net cash used in operating activities		(524,670	)		(18,213	)		(2,269,528	)
Cash flows from investing activities
Issuance of note receivable		-			-			(338,838	)
Purchases of property and equipment		-			-			(4,045	)
Purchase of put and call option/convertible note		-			-			(1,027,276	)
Proceeds from exercise of put option on convertible note		-			-			1,059,100
Cash paid for investment in mining option		(125,000	)		-			(2,676,410	)
Net cash used in investing activities		(125,000	)		-			(2,987,469	)
Cash flows from financing activities
Advances from stockholder		-			18,213			82,405
Repayment of advance from stockholder		-			-			(82,405	)
Issuance of common stock, net of offering costs		-			-			5,214,928
Borrowings on debt, net of costs		-			-			338,838
Net cash provided by financing activities		-			18,213			5,553,766
Effect of exchange rates on cash activities		1,569			-			2,283
Net (Decrease) Increase in Cash		(648,101	)		-			299,052
Cash at Beginning of Period		947,153			-			-
Cash at End of Period	$	299,052		$	-		$	299,052

See notes to unaudited consolidated financial statements

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended				May 3, 2006 (Inception)
	March 31, 2011		March 31, 2010		Through March 31, 2011
Supplemental Disclosures
Cash paid for:
Interest	$	-	$	-	$	-
Income taxes		-		-		-
Non-cash Investing and Financing Activities
Assignment of note receivable for satisfaction of note payable		-		500,000		500,000
Contributed capital – payables settled by Stockholder		-		-		145.522
Contributed capital – shares acquired by Stockholder and cancelled		-		-		21,500

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.)

(An Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

NOTE 1 – ORGANIZATION AND DESCRIPTION OF BUSINESS

Universal Gold Mining Corp. (f/k/a Federal Sports & Entertainment, Inc.) (“we,” “Universal” or the “Company”) was incorporated on May 3, 2006 under the laws of the State of Nevada.

On April 14, 2008, the Company filed Amended and Restated Articles of Incorporation changing its name from Rite Time Mining, Corp. to Federal Sports & Entertainment, Inc. to reflect the Company’s decision to engage in the business of acquiring and operating an independent, minor league baseball league. The Company was unsuccessful in this ~~endeavor~~endeavour.

On April 9, 2010, the Company filed a Certificate of Amendment to its Articles of Incorporation changing its name from Federal Sports & Entertainment, Inc. to Universal Gold Mining Corp. and determined to shift its focus to the acquisition, exploration and development of gold mining deposits.

The Company is an ~~international,~~ exploration stage, gold mining company with its efforts initially focused on ~~Colombia and on~~ what it believes to be under-explored countries. The Company is in the exploration stage and has achieved no operating revenues to date.

NOTE 2 – BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which consist of only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented herein, have been made.

The consolidated financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2010 Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2011. The results of operations for the period ended ~~March~~June 3130, 2011 are not necessarily indicative of the operating results for the full year.

Change in Year End

On May 19, 2010, the Company determined to change its fiscal year from November 30 to December 31. As the transition period ~~covers~~covered a period of one month, the Company was not required to file a transition report.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Universal Gold Holdings (Cayman) Ltd., (“UGH”), which was incorporated in the Cayman Islands on April 22, 2010, and UGMC Mining, Inc. (“UGMC”), which was incorporated in British Columbia on September 14, 2010. UGMC ceased operations as of February 2011 and is in the process of being dissolved. All material intercompany accounts and transactions have been eliminated.

Use of Estimates

Management uses estimates and assumptions in preparing these consolidated financial statements in accordance with generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses for the periods presented. Actual results could differ from those estimates.

107

Reclassifications

Certain amounts in prior periods have been reclassified to conform to current period presentation.

Cash and Cash Equivalents

The Company considers all highly liquid short-term investments purchased with an original maturity of three months or less to be cash equivalents. These investments are carried at cost, which approximates fair value. The Company maintains its cash in institutions insured by the Federal Deposit Insurance Corporation (“FDIC”). Beginning December 31, 2010 through December 31, 2012, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions. This unlimited insurance coverage is separate from, and in addition to, the insurance coverage provided to the depositor’s other accounts held by a FDIC-insured institution, which are insured for balances up to $250,000 per depositor until December 31, 2013. At ~~March~~June 3130, 2011 ~~and December 31~~, ~~2010,~~ the amounts held in ~~the~~ banks exceeded the insured limit ofby $~~250~~275,~~000~~213. The Company has not incurred losses related to these deposits.

Marketable Securities

Marketable securities consist of equity securities, available for sale, which are publicly traded on national exchanges. At June 30, 2011, marketable securities consisted entirely of shares in Rio Novo Gold Inc., a company whose ordinary shares trade on the Toronto Stock Exchange (“Rio Novo”). For further information, see Note 4.

Accounts Receivable and Allowance for Doubtful Accounts

The Company’s accounts receivable is composed primarily of receivables from employees, related parties and third parties. The Company performs credit evaluations prior to advancing funds or granting credit to third parties and generally does not require collateral. The Company maintains an allowance for doubtful accounts for amounts in which collection is not assured.

Goods and Services Tax ~~(“GST”)~~ Refund Receivable

The Canadian Government requires Canadian resident companies to collect sales taxes from customers when goods and services are sold in Canada. These taxes collected can be offset by taxes paid (tax credits) for goods and services purchased in Canada. Any sale outside of Canada is not taxed for this purpose. At the end of each quarter, all taxes paid on goods and services purchased are netted against the taxes due on sales of goods and services sold. Because the Company has more tax credits than taxes collected, as of ~~March~~June 3130, 2011 and December 31, 2010, the Company was due a refund of $2115,~~062~~398 and $16,328, respectively.

Property and Equipment

Property and equipment are carried at cost, with depreciation provided on a straight-line basis over their estimated useful lives of 5five years. During the ~~three~~six months ended ~~March~~June 3130, 2011 and the period from May 3, 2006 (~~inception~~Inception) through ~~March~~June 3130, 2011, we recognized a loss of $3,518, respectively, on property and equipment held by UGMC, following the closure of UGMC’s offices in Vancouver, British Columbia, which is included in general and administrative expenses on the ~~company~~Company’s consolidated statements of operations.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines or to develop mine areas substantially in advance of production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects, including related property and equipment costs, are charged to mining costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of the carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value.

118

Income Taxes

The Company accounts for its income taxes using the liability method, whereby deferred tax assets and liabilities are determined based on temporary differences between basis used for financial reporting and income tax reporting purposes. Income taxes are provided based on tax rates in effect at the time such temporary differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize the tax assets through future operations.

Fair Value ~~of Financial Instruments~~Measurements

~~FASB~~The Company measures fair value in accordance with ASC Topic ~~825~~820, –Fair ~~Financial~~Value ~~Instruments,~~Measurements ~~requires~~and ~~the~~Disclosures ~~Company~~(“ASC to820”) ~~disclose~~which defines fair value, ~~when~~establishes ~~reasonably~~a ~~attainable~~framework for measuring fair value, ~~the~~establishes a fair ~~market~~value ~~values~~hierarchy based on the quality of ~~its~~inputs ~~assets~~used to measure fair value and ~~liabilities~~enhances ~~which~~disclosure ~~are~~requirements ~~deemed~~for tofair value measurements. ASC 820 defines fair value as the price that would be ~~financial~~received ~~instruments~~to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company’s financial instruments consist primarily of cash, ~~and~~marketable ~~certain~~securities ~~receivables~~traded on national exchanges, accounts receivable and ~~payables~~accounts payable. The Company believes the carrying value of ~~these~~its ~~financial~~cash, ~~instruments~~accounts ~~approximates~~receivable and accounts payable approximate fair value ~~given~~because ~~their~~of the short-term nature or maturity of the instruments.

Earnings (~~Losses~~Loss) Per Share Information

Basic net earnings (loss) per common share are computed by dividing net income (loss) by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, which is the case for all periods presented in these consolidated financial statements, the weighted-average number of common shares outstanding excludes common stock equivalents because their inclusion would be anti-dilutive. Potentially dilutive securities consist of outstanding option grants to employees and directors, ~~which~~and ~~totaled~~contained ~~4,666,667~~an atexercise ~~March~~price ~~31,~~that ~~2011.~~was ~~There~~greater ~~were~~than nothe ~~dilutive~~value ~~securities~~of ~~outstanding~~the Company's common stock at ~~March~~June 3130, ~~2010~~2011.

Stock-Based Compensation

The Company’s Board of Directors approved the 2008 Equity Incentive Plan (the “2008 Plan”), under which the Company may issue stock options. The Company accounts for this plan under the recognition and measurement principles of ASC 718, Compensation — Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the consolidated statement of operations based upon their estimated fair value as of the date of grant.

Foreign Currency

The financial statements of foreign subsidiaries are translated into U.S. dollars at period end exchange rates except for revenues and expenses, which are translated at average monthly rates. Translation adjustments are reflected as a separate component of stockholders’ equity and have no current effect on earnings or cash flows.

Foreign currency exchange transactions are recorded using the exchange rate at the later of either the date of settlement or the most recent intervening balance sheet date. The Company recognized a foreign currency exchange net loss $2,274 and $0 during the three months ended June 30, 2011 and 2010, respectively, a net loss of $~~(29)~~2,303 and $0 during the ~~three~~six months ended ~~March~~June 3130, 2011 and 2010, respectively, and a net gain of $3129,~~637~~363 for the period from May 3, 2006 (~~inception~~Inception) through ~~March~~June 3130, 2011.

Other Comprehensive Income

The Company’s other comprehensive income is ~~solely~~ attributable to unrealized gains or losses on foreign currency translation adjustments and change in fair value of marketable securities available for sale. During the three and six months ended June 30, 2011, the Company recognized an increase in unrealized net losses on marketable securities of $21,290 for the three and six months ended June 30, 2011, and a net gain on foreign currency translation of $296 and $1,873, respectively, during the same periods. During the three and six months ended June 30, 2010, the Company recognized no unrealized gains or losses on foreign currency translation adjustments or changes in fair value of marketable securities. During the period from May 3, 2006 (Inception) through June 30, 2011, the Company recognized an increase in unrealized net losses on marketable securities of $21,290 and a net gain on foreign currency translation of $4,009.

New Accounting Pronouncements

In December 2010, the FASB issued ~~the~~ FASB ASU 2010-29 “Business Combinations (Topic 805): Disclosure of Supplementary Pro Forma Information for Business Combinations”.” ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments in this ~~Update~~update also expand the supplemental pro forma disclosures under Topic 805 to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amended guidance is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. Early adoption is permitted.

The Company does not expect that the adoption of this or other new accounting pronouncements towill have a material effect on the Company’s consolidated financial statements.

NOTE 3 – GOING CONCERN

In the course of the Company’s exploration activities, the Company has sustained losses and expects such losses to continue unless and until the Company can achieve net operating revenues. Future issuances of the Company’s equity or debt securities will be required in order for the Company to continue to finance its operations and continue as a going concern. The Company currently has no revenue from operations and has incurred cumulative net losses of $4,~~131~~883,~~543~~254 since its inception. The Company’s consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. Realization values may be substantially different from carrying values as shown and the Company’s consolidated financial statements do not include any adjustments relating to the recoverability or classification of recorded asset amounts or the amount and classification of liabilities that might be necessary if the Company is unable to continue as a going concern.

The Company expects to finance its operations primarily through its existing cash and future financings. However, there exists substantial doubt about the Company’s ability to continue as a going concern because it will be required to obtain additional capital in the future to continue its operations and there is no assurance that the Company will be able to obtain such capital, through equity or debt financings, or any combination thereof, whether on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet the Company’s ultimate capital needs and to support its growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, the Company’s operations would be materially negatively impacted. The Company’s ability to complete additional offerings is dependent on the state of the debt and equity markets at the time of any proposed offering, and such market’s reception of the Company and the offering terms. In addition, the Company’s ability to complete an offering may be dependent on the status of the Company’s business activities, which cannot be predicted.

NOTE 4 – INVESTMENT IN MINING OPTION

On June 4, 2010, the Company made the first payment under an Option Agreement (as amended, the “Option Agreement”), dated as of April 23, 2010, among the Company and Core Values Mining & Exploration Company, a Cayman Islands corporation (“CVMEC”), and Core Values Mining & Exploration Company’s wholly owned Colombian subsidiary (collectively, “CVME”). The Option Agreement ~~provides~~provided the Company with the right to acquire up to a 50% interest in a 164 hectare gold prospect, which is located approximately 10 kilometers ~~south-east~~southeast of the city of Manizales in Colombia (the “Toldafria Prospect”).

The Option Agreement ~~provides~~provided that the Company may earn a 25% interest in the Toldafria Prospect at the end of the first year of the Option Agreement, by paying $2,300,000 on or prior to June 4, 2010, which the Company ~~has~~ paid. The Company ~~may~~had the opportunity to earn an additional 15% interest in the Toldafria Prospect at the end of the second year (June 2011), by paying $2,650,000 within 30 business days after completion of the first year. Finally, the Company ~~may~~had the opportunity to earn a further 10% interest in the Toldafria Prospect at the end of the third year (June 2012), by paying an additional $3,050,000 within 30 business days after completion of the second year, for a total of $8,000,000 under the Option Agreement.

13CVME contracted to acquire the Toldafria Prospect from the person believed to be the registered owner thereof pursuant to a purchase agreement to which the Company was not a party (the “Toldafria Purchase Agreement”). CVME’s success in recording the transfer of the Toldafria Prospect, and therefore the Company’s earning of the interest therein, was contingent upon, among other things, approval of the relevant Colombian government authorities.

~~CVME~~The ~~has~~Option ~~contracted~~Agreement toprovided ~~acquire~~that ~~the~~CVME ~~Toldafria~~carry ~~Prospect~~out ~~from~~prospecting, ~~the~~exploration, ~~person~~development ~~believed~~or toother bework ~~the~~as ~~registered owner thereof pursuant to a purchase agreement to which~~ the ~~Company~~operator ison ~~not a party (~~the “Toldafria ~~Purchase Agreement”). CVME’s success in recording the transfer of the Toldafria~~ Prospect, and ~~therefore~~CVME would ~~the~~receive ~~Company’s~~payment ~~earning~~ of ~~the interest therein~~$30,000 isper ~~contingent upon~~month, ~~among~~out ~~other things, approval~~ of the ~~relevant~~funds ~~Colombian~~earmarked ~~government~~for ~~authorities.~~exploration Inand ~~the~~development ~~event~~activity, ~~that~~for ~~CVME is not ultimately successful in meeting~~ its ~~obligations,~~administrative orand ~~recording~~overhead ~~the~~costs ~~transfer of the Toldafria Prospect free of encumbrances, pursuant to the Toldafria Purchase Agreement, CVME may not be able to deliver to the Company any property interests~~ in ~~the~~such ~~Toldafria Prospect that the Company earns pursuant to the Toldafria Option Agreement, as amended, and the Company would lose its investment~~capacity.

The Option Agreement ~~provides~~provided ~~that~~for ~~CVME~~certain ~~shall~~mechanisms ~~carry~~by ~~out~~which ~~prospecting~~CVME may, ~~exploration~~after the end of the third year of the Option Agreement, ~~development~~elect orto ~~other~~(1) ~~work~~acquire asshares of the ~~operator~~Company’s oncommon stock in exchange for CVME’s interest in the Toldafria Prospect ~~and~~at ~~CVME~~market ~~shall~~based ~~receive~~valuations, ~~payment~~or of(2) ~~$30,000~~form ~~per~~a ~~month,~~separate ~~out~~joint ofventure ~~the~~corporation ~~funds~~that ~~earmarked~~would ~~for~~hold ~~exploration~~both CVME’s and ~~development~~the ~~activity,~~Company’s ~~for~~interests ~~its~~in ~~administrative~~the Toldafria Prospect, and ~~overhead~~operate ~~costs~~pursuant into an agreement to be entered into at such ~~capacity~~time.

~~The~~In ~~Option~~May ~~Agreement~~2011, ~~provides~~UGH ~~for~~entered ~~certain~~into ~~mechanisms~~an byasset ~~which~~purchase ~~CVME~~agreement ~~may,~~(the ~~after~~“Asset ~~the~~Purchase ~~end~~Agreement”) ofwith ~~the~~Rio ~~third~~Novo. ~~year~~Pursuant ofto the ~~Option~~Asset Purchase Agreement, ~~elect~~UGH sold to ~~(a)~~Rio ~~acquire~~Novo ~~shares~~all of ~~the~~its ~~Company’s~~rights, ~~common~~title ~~stock~~and ~~in exchange for CVME’s~~ interest in the ~~Toldafria~~Option ~~Prospect at market based valuations~~Agreement, ~~or (b) form a separate joint venture corporation that will hold both CVME’s~~ and ~~the~~all ~~Company’s~~its ~~interests~~interest in the Toldafria Prospect~~, and operate pursuant to an agreement to be entered into at such time~~.

~~The~~In connection with the sale of the rights, title and interest in the Option Agreement, Rio Novo paid to UGH a total amount of $2902,035, of which $300,000 was paid in cash and $602,035 was settled in cash by way of refunding to UGH an amount in escrow. Rio Novo also issued to the Company ~~paid~~500,000 of its ordinary shares, valued at $737,950. Rio Novo has also agreed to deliver to UGH or its designee an additional 766,667 Rio Novo ordinary shares (“Contingent Sales Proceeds”) upon (1) the Caldas State Government Mining Delegation (Colombia) granting a concession, exploitation or exploration right or any renewal or extension of any such existing right to Nestor Gutierrez, CVME, ~~during~~CVMEC, ~~June~~Rio ~~2010~~Novo isor ~~included~~any of their affiliates in connection with the ~~consolidated~~Toldafria ~~balance~~Prospect ~~sheet~~having ata ~~March 31,~~term ~~2011~~of not less than 20 years and ~~December~~(2) ~~31,~~confirmation ~~2010~~by CorpoCaldas (the Caldas State Environment Authority) that the project mineral rights are excluded from the alleged existing Reserva de Foresta Regional covering certain parts of the Toldafria Prospect area so as anto ~~“Investment~~allow inexploration and mining ~~option”~~activities ~~pending~~within the ~~transfer~~area covered by the Toldafria Prospect. Rio Novo now owns 100% of the Toldafria Prospect.

~~NOTE 5 – OTHER RECEIVABLES~~11

AtThe ~~March~~Company ~~31,~~recognized ~~2011~~a ~~and~~loss ~~December~~on ~~31, 2010,~~ the ~~Company~~sale ~~had~~of ~~other~~sale ~~receivables~~ of ~~$69,170~~its ~~and $66~~rights,~~367,~~ ~~respectively,~~title ~~resulting~~and ~~from~~interest in the ~~Company’s~~Option ~~advancement~~Agreement ofand ~~funds~~its tointerest anin ~~unrelated party that shares office space with~~ the ~~Company~~Toldafria ~~and~~Prospect ~~for~~of ~~amounts~~$660,015. ~~due~~The ~~the~~ Company asdid ~~reimbursement~~not byrecord the ~~unrelated~~Contingent ~~party~~Sales ~~for~~Proceeds ~~shared~~as ~~office~~of ~~expenses.~~June ~~These receivables are not collateralized~~30, ~~are~~2011 ~~interest~~due ~~free~~to ~~and~~uncertainty ~~are~~regarding ~~due~~its onultimate ~~demand~~realization. ~~The~~Upon ~~Company~~receipt ~~established~~of anthe ~~allowance~~Contingent ~~for~~Sales ~~doubtful accounts at March 31~~Proceeds, ~~2011~~if ~~and~~receipt ~~December~~were ~~31,~~to ~~2010 of $69~~occur,~~170~~ ~~and~~the ~~$66,367,~~Company ~~respectively,~~would ~~based~~record ~~upon~~the ~~its~~additional ~~assessment~~shares ~~that~~of ~~these~~Rio ~~receivables~~Novo ~~are~~at ~~uncollectible. The~~the ~~Company~~fair ~~had~~market novalue ~~other~~as ~~third~~of ~~party~~the ~~receivables~~date ~~outstanding~~of atreceipt ~~March~~and ~~31,~~reduce ~~2011~~the ~~and~~loss ~~December~~recognized ~~31,~~on ~~2010~~the sale.

NOTE 6 5 – ~~HEMCO~~MARKETABLE ~~OPTION~~SECURITIES -AND ~~ACQUISITION~~FAIR ~~COSTS~~VALUE CONSIDERATION

OnAt ~~November~~June 30, ~~2010~~2011, the Company ~~entered~~owned ~~into~~marketable ansecurities ~~agreement,~~available ~~referred~~for ~~to as the “Hemco Option Agreement”~~sale, ~~with~~consisting ~~N.C.G.A. Project Acquisition Corp. (“NCGA”), an entity controlled by certain~~ of ~~the Company’s minority shareholders~~ 500,000 ~~whereby~~Rio ~~the~~Novo ~~Company~~ordinary ~~would,~~shares atthat ~~its~~are ~~option~~traded ~~(the~~on ~~“Hemco Option”), be entitled to acquire, and to require NCGA to transfer to~~ the ~~Company,~~Toronto ~~all~~Stock ofExchange ~~the issued shares in RNC (Hemco) Limited (“Hemco”),~~ and ~~all~~valued ~~minority~~at ~~interests in certain subsidiaries of Hemco not owned by Hemco (collectively~~$716, ~~the “Hemco Assets”)~~660. The ~~Hemco~~Company ~~Assets~~did ~~were~~not tohold beany ~~acquired~~marketable bysecurities ~~NCGA~~at ~~pursuant~~December ~~to the terms and conditions of a Share Purchase Agreement~~31, ~~dated as of November 30,~~ 2010 ~~(the “Share Purchase Agreement”), among NCGA and TWL Investments Ltd~~., Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”). The Share Purchase Agreement provided that NCGA would acquire from Sellers all of the issued common shares of RNC (Management) Limited, which owns 100% of the interest in Hemco. Conditional upon the sale, Lough and Martin would also transfer to NCGA for no additional consideration, all of the minority interests not already owned by Hemco in its Nicaraguan subsidiary, Hemco-Nicaragua S.A. (“HemcoNic”). HemcoNic is a private Nicaraguan company which operates the Bonanza gold and silver mine located in Nicaragua, Central America.

The fair value hierarchy set forth in ASC 820 gives the highest priority to Level 1 inputs, which consist of unadjusted quoted prices for identical instruments in active markets. Level 2 inputs consist of quoted prices for similar instruments. Level 3 valuations are derived from inputs that are significant and unobservable, therefore, these valuations have the lowest priority.

Financial assets are classified based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of the fair value of assets and liabilities and their placement within the fair value hierarchy levels. The valuation techniques that may be used to measure fair value include a market approach, an income approach and a cost approach. A market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. An income approach uses valuation techniques to convert future amounts to a single present amount based on current market expectations, including present value techniques, option-pricing models and excess earnings method. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost).

The Company classifies the fair value of its marketable securities as Level 1 instruments, in that the fair value is determined using unadjusted quoted prices on national exchanges. At June 30, 2011, the aggregate Level 1 fair value of the Rio Novo ordinary shares was $716,660. There were no reclassifications between levels during 2011 or 2010.

NOTE 6 – OTHER RECEIVABLES

At June 30, 2011 and December 31, 2010, the Company had other receivables of $0 and $66,367, respectively, resulting from the Company’s advancement of funds to an unrelated party that shared office space with the Company’s Canadian subsidiary and for amounts due the Company as reimbursement by the unrelated party for shared office expenses. These receivables are not collateralized, are interest free and are due on demand. The Company established an allowance for doubtful accounts at December 31, 2010 for the full amount of the receivables, based upon its assessment that these receivables are uncollectible. During the three months ended June 30, 2011 the Company wrote off the full amount of these receivables against the allowance. The Company had no other third party receivables outstanding at June 30, 2011 and December 31, 2010.

NOTE 7 – HEMCO OPTION – ACQUISITION COSTS

On November 30, 2010, the Company entered into an agreement, referred to as the “Hemco Option Agreement,” with N.C.G.A. Project Acquisition Corp. (“NCGA”), an entity controlled by certain of the Company’s minority shareholders, whereby the Company would, at its option (the “Hemco Option”), be entitled to acquire, and to require NCGA to transfer to the Company, all of the issued shares in RNC (Hemco) Limited (“Hemco”), and all minority interests in certain subsidiaries of Hemco not owned by Hemco (collectively, the “Hemco Assets”). The Hemco Assets were to be acquired by NCGA pursuant to the terms and conditions of a Share Purchase Agreement, dated as of November 30, 2010 (the “Share Purchase Agreement”), among NCGA and TWL Investments Ltd., Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”). The Share Purchase Agreement provided that NCGA would acquire from Sellers all of the issued common shares of RNC (Management) Limited, which owned 100% of the interest in Hemco. Conditional upon the sale, Lough and Martin would also transfer to NCGA for no additional consideration, all of the minority interests not already owned by Hemco in its Nicaraguan subsidiary, Hemco-Nicaragua S.A. (“HemcoNic”). HemcoNic is a private Nicaraguan company which operates the Bonanza gold and silver mine located in Nicaragua, Central America.

The Hemco Option Agreement provided that if the Company exercised the Hemco Option, it would, among other things, be able to acquire the Hemco Assets from NCGA for $64,750,000, which was equal to the balance of the $65,000,000 purchase price ($250,000 of which had already been paid in the form of a non-refundable deposit) that NCGA would be required to pay to Sellers at the closing of the transactions under the Share Purchase Agreement.

14As of December 31, 2010, the Hemco Option Agreement was amended (the “Hemco Option Agreement Amendment”). The Hemco Option Agreement Amendment included, among other things, the Company’s consent to NCGA’s entry into Amendment No. 1, dated as of December 31, 2010, to the Share Purchase Agreement (the “Share Purchase Agreement Amendment”). The Share Purchase Agreement Amendment, among other things: extended from December 31, 2010 to February 15, 2011 the date by which the parties to the Share Purchase Agreement were permitted to terminate such agreement and included an agreement to pay an additional non-refundable $125,000 upon the execution of the Share Purchase Agreement Amendment and an additional $125,000 upon the closing of the Share Purchase Agreement, as amended. The non-refundable $125,000 was paid on January 4, 2011.

AsThe ofShare ~~December~~Purchase ~~31,~~Agreement ~~2010,~~and the ~~Hemco~~transactions ~~Option~~contemplated ~~Agreement~~thereunder ~~was~~were ~~amended~~terminated (because the ~~“Hemco~~closing ~~Option~~did ~~Agreement~~not ~~Amendment”).~~occur ~~The~~on ~~Hemco~~or ~~Option~~before ~~Agreement~~February ~~Amendment included~~15, ~~among~~2011 ~~other~~and, ~~things~~accordingly, the Company’s ~~consent~~determined not to ~~NCGA’s~~exercise ~~entry~~the ~~into~~Hemco ~~Amendment No~~Option. The 1,Company ~~dated~~determined asnot ofto ~~December~~proceed ~~31,~~with ~~2010,~~a toprivate ~~the~~placement ~~Share~~of ~~Purchase~~its ~~Agreement~~securities ~~(the~~to ~~“Share~~obtain ~~Purchase~~proceeds ~~Agreement~~that ~~Amendment”).~~would ~~The~~have ~~Share~~been ~~Purchase~~used ~~Agreement~~to ~~Amendment,~~acquire ~~among~~the ~~other~~Hemco ~~things:~~Assets. Through ~~extended~~June ~~from~~30, ~~December 31~~2011, ~~2010~~the toCompany ~~February~~incurred ~~15,~~total ~~2011~~costs ~~the~~and ~~date~~impairment byexpense ~~which~~of ~~the~~$1,622,261, ~~parties~~of towhich ~~the~~$353,694 ~~Share~~and ~~Purchase~~$0 ~~Agreement~~costs were ~~permitted~~incurred toduring ~~terminate~~the ~~such~~six ~~agreement;~~months ~~and~~ended ~~included~~June an30, ~~agreement~~2011 toand ~~pay~~2010, anrespectively, ~~additional~~in ~~non-refundable~~connection ~~$125,000~~with ~~upon~~ the Company’s execution of the ~~Share~~Hemco ~~Purchase~~Option Agreement and the Hemco Option Agreement Amendment and anits ~~additional~~efforts ~~$125,000~~to ~~upon~~raise the ~~closing~~funding ofnecessary ~~the~~to ~~Share~~exercise ~~Purchase~~the ~~Agreement,~~Hemco ~~as amended~~Option. The ~~non-refundable~~costs ~~$125,000~~are ~~was~~included ~~paid~~in general and administrative expenses on ~~January~~the 4,Company’s ~~2011~~consolidated statements of operations.

~~The~~NOTE ~~Share~~8 ~~Purchase~~– ~~Agreement~~RELATED ~~and~~PARTY the transactions contemplated thereunder were terminated because the closing did not occur on or before February 15, 2011 and, accordingly, the Company determined not to exercise the Hemco Option. The Company determined not to proceed with a private placement of its securities to obtain proceeds that would have been used to acquire the Hemco Assets. As of March 31, 2011, the Company incurred total costs and impairment expense of $1,656,980, of which $388,413 and $0 costs were incurred during the three months ended March 31, 2011 and 2010, respectively, in connection with the Company’s execution of the Hemco Option Agreement and the Hemco Option Agreement Amendment and its efforts to raise the funding necessary to exercise the Hemco Option. The costs are included in general and administrative expenses on the Company’s consolidated statements of operations.TRANSACTIONS

NOTE 7 – RELATED PARTY TRANSACTIONS

Accounts Payable – Related Party

At ~~March~~June 3130, 2011 and December 31, 2010, the Company owed $6012,~~882~~174 and $65,183, respectively, to certain members of its Board of Directors (“Directors”) for director fees and consulting fees.

Employee and related party receivables

At ~~March 31, 2011 and~~ December 31, 2010, the Company had outstanding employee receivables of $~~0 and $~~1,084, ~~respectively,~~ related to the Company’s payment of employee payroll taxes on behalf of certain non-officer employees. At December 31, 2010, the Company had outstanding related party receivables of $5,258, due from Yellowhead Mining, Inc. (“Yellowhead”). A former director of the Company serves as Yellowhead’s Chief Operating Officer. Yellowhead shared office space with the Company’s Canadian subsidiary, and the receivables are reimbursement of shared office expenses paid by the Company. The Company had no outstanding employee or related party receivables at June 30, 2011.

~~Related~~Compensation ~~party~~of ~~receivable~~directors

AtDirector ~~March~~fees 31totaled $6,174 and $1,500 for the three months ended June 30, 2011 and ~~December~~June 3130, 2010, ~~the~~respectively, ~~Company~~and ~~had~~$12,174 ~~outstanding~~and ~~related~~$3,000 ~~party~~for ~~receivables~~the ofsix $0months ended June 30, 2011 and $52010,~~258,~~ respectively. ~~The~~Consulting ~~related~~fees ~~party~~paid ~~receivable~~to atdirectors ~~December~~totaled 31$60,000 ~~2010~~and ~~was~~$0 ~~due~~for ~~from~~the ~~Yellowhead~~three ~~Mining,~~months ~~Inc.~~ended ~~(“Yellowhead”).~~June A30, ~~former~~2011 ~~Director~~and ofJune ~~the~~30, ~~Company~~2010, ~~serves~~respectively, asand ~~Yellowhead’s~~$100,000 ~~Chief~~and ~~Operating~~$3,000 ~~Officer.~~for ~~Yellowhead~~the ~~shared~~six ~~office~~months ~~space~~ended ~~with~~June ~~the~~30, ~~Company~~2011 and 2010, respectively. Director fees and ~~the~~consulting ~~receivables~~fees ~~are~~paid ~~reimbursement~~to ofdirectors ~~shared~~are ~~office~~included ~~expenses~~in general ~~paid~~and byadministrative expense on the ~~Company~~consolidated statements of operations.

~~Compensation of director’s fees~~13

~~Director~~NOTE ~~fees~~9 ~~totaled~~– ~~$6,000~~COMMITMENTS ~~and~~AND $500 for the three months ended March 31, 2011 and 2010, respectively, and $70,100 for the period from May 3, 2006 (inception) through March 31, 2011. Director fees are included in general and administrative expense on the consolidated statements of operations.CONTINGENCIES

NOTE 8 – COMMITMENTS AND CONTINGENCIES

Office Space

AsSince of March 2011, the Company no longer leases offices in Vancouver, British Columbia.

Litigation

From time to time, the Company may become involved in lawsuits and legal proceedings that arise in the ordinary course of business. The Company is currently not aware of any such legal proceedings or claims that could have, individually or in the aggregate, a material adverse affect on its business, financial condition, operating results or cash flows.

~~NOTE~~Liquidated ~~9 – PROVISION FOR INCOME TAXES~~Damages

NoIn ~~provision~~connection ~~for~~with ~~federal~~the ~~income~~Company’s ~~taxes~~July ~~has~~2010 ~~been~~private ~~recognized~~placement ~~for~~of common shares, the ~~three~~Company ~~months~~granted ~~ended~~registration ~~March~~rights ~~31,~~to ~~2011~~the ~~and~~investors. ~~2010~~The ~~and~~Company ~~for~~was not able to file the ~~period~~registration ~~from~~statement ~~May~~by 3,the ~~2006~~date ~~(inception)~~required ~~through~~by ~~March~~the private 31placement and the Company is obligated to pay liquidated damages of $36,000. As of June 30, 2011 asand December 31, 2010, the Company ~~incurred~~had arecorded ~~net~~an ~~operating~~accrual ~~loss~~ for ~~income~~liquidated ~~tax~~damages ~~purposes~~of in$36,000, ~~each~~which ~~period~~is ~~and~~included ~~has~~in noaccrued ~~carryback potential~~liabilities.

~~Deferred~~NOTE ~~tax~~10 ~~assets~~– ~~and~~PROVISION ~~liabilities~~FOR asINCOME of March 31, 2011 and December 31, 2010 consisted primarily of deferred tax assets resulting from net operating loss carryforwards of $1,147,800 and $877,209, respectively. We have provided a full valuation allowance due to uncertainty regarding the realizability of these tax assets. The Company’s effective tax rate differs from the statutory rate due to a $278,550 increase in the valuation allowance for the three months ended March 31, 2011.TAXES

~~NOTE~~No 10provision –for ~~STOCK~~federal ~~OPTIONS~~income taxes has been recognized for the six months ended June 30, 2011 and 2010 as the Company incurred a net operating loss for income tax purposes in each period and has no carryback potential.

~~The~~Deferred ~~Company~~tax ~~has~~assets anand ~~equity~~liabilities ~~incentive~~at ~~plan~~June ~~(the~~30, ~~“2008~~2011 ~~Plan”)~~and ~~that~~December ~~currently~~31, ~~allows~~2010 ~~for~~totaled ~~equity~~a ~~awards~~net todeferred ~~employees~~tax ~~and~~asset ~~directors~~of ~~and~~$1,502,009 inand ~~certain~~$877,209, ~~instances~~respectively, ~~consultants~~and ~~covering~~consisted upprimarily ~~to 10,000,000 shares~~ of ~~common~~deferred ~~stock.~~tax Ifassets anresulting ~~incentive~~from ~~award~~net ~~granted~~operating ~~under~~loss ~~the~~carryforwards. ~~2008~~We ~~Plan~~have ~~expires,~~provided ~~terminates,~~a isfull ~~unexercised~~valuation orallowance isdue ~~forfeited,~~to oruncertainty ifregarding ~~any~~the ~~shares~~realizability ~~are~~of ~~surrendered~~these totax usassets. inThe ~~connection~~Company’s ~~with~~effective antax ~~incentive~~rate ~~award,~~differs from the ~~shares~~statutory ~~subject~~rate due to ~~such~~a ~~award~~$354,209 and ~~the~~$624,800 ~~surrendered~~increase ~~shares~~in ~~will~~the ~~become~~valuation ~~available~~allowance for ~~further~~the ~~awards~~three ~~under~~and ~~the~~six ~~2008~~months ~~Plan~~ended June 30, 2011, respectively.

~~The~~NOTE ~~Company~~11 ~~recognizes~~– ~~the~~STOCK fair value of share-based payments over the vesting periods of the awards. Compensation expense related to options granted totaled $38,469 and $0 for the three months ended March 31, 2011 and 2010, respectively, and $637,410 for the period from May 3, 2006 (inception) through March 31, 2011. Measured but unrecognized stock-based compensation expense at March 31, 2011 was $144,258, which is expected to be recognized as expense over a weighted-average period of 1.25 years.OPTIONS

~~Stock~~The ~~option~~2008 ~~activity~~Plan currently allows for equity awards to employees and ~~related~~directors, ~~information~~and, ~~for~~in ~~the~~certain ~~three~~instances, ~~months~~consultants, ~~ended~~covering ~~March~~up 31to 10,000,000 ~~2011~~shares of common stock. If an incentive award granted under the 2008 Plan expires, terminates, is asunexercised ~~follows:~~or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject to such award and the surrendered shares will become available for further awards under the 2008 Plan.

	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2010		6,666,667	$	0.20	$	-
Granted		-
Exercised		-
Forfeited		2,000,000	$	0.20
Outstanding at March 31, 2011		4,666,667			$	-
Vested at March 31, 2011		2,000,000	$	0.20	$	-
Exercisable at March 31, 2011		-

The Company recognizes the fair value of share-based payments over the vesting periods of the awards. Compensation expense related to options granted totaled $67,321 and $240,910 for the six months ended June 30, 2011 and 2010, respectively and $28,852 and $240,910 for the three months ended June 30, 2011 and 2010, respectively. Measured but unrecognized stock-based compensation expense at June 30, 2011 was $115,406, which is expected to be recognized as expense over a weighted-average period of 1.00 year.

Outstanding options had $0 intrinsic value at March 31, 2011 and December 31, 2010, due to the exercise price being greater than the value of the Company’s common stock at March 31, 2011 and December 31, 2010.14

16Stock option activity and related information for the six months ended June 30, 2011 is as follows:

On February 28, 2011, Andrew Neale resigned from his position as a member of the Company’s Board of Directors and any committees thereof effective as of that date. During 2010, Mr. Neale was granted 2,000,000 options, of which 666,667 options were fully vested as of Mr. Neale’s resignation date. The 1,333,333 unvested options granted to Mr. Neale were forfeited as of Mr. Neale’s termination date. Mr. Neale had until March 30, 2011 to exercise the remaining 666,667 vested options, but did not notify the Company that he wished to do so and such shares then became available for further issuance pursuant to the 2008 Plan. As of March 31, 2011, 5,333,333 shares remain available for issuance under the 2008 Plan.

	Number of Options		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding at December 31, 2010		6,666,667	$	0.20	$	-
Granted		-
Exercised		-
Forfeited		2,000,000	$	0.20
Outstanding at June 30, 2011		4,666,667			$	-

Vested at June 30, 2011		3,333,333	$	0.20	$	-

Exercisable at June 30, 2011		-

~~NOTE~~Outstanding 11options –had ~~SUBSEQUENT~~$0 ~~EVENT~~intrinsic value at June 30, 2011 and December 31, 2010, due to the exercise price being greater than the value of the Company’s common stock at June 30, 2011 and December 31, 2010.

~~The~~On ~~Company~~February is28, in2011, Andrew Neale resigned from his position as a member of the ~~process~~Company’s Board of ~~dissolving~~Directors ~~its~~and ~~wholly-owned~~any ~~subsidiary~~committees ~~UGMC~~thereof ~~Mining~~effective as of that date. During 2010, ~~Inc~~Mr. Neale was granted 2,000,000 options, of which ~~was~~666,667 ~~incorporated~~options inwere ~~British~~fully ~~Columbia~~vested onas ~~September~~of 14Mr. Neale’s resignation date. The 1,333,333 ~~2010~~unvested options granted to Mr. It ~~expects~~Neale ~~this~~were ~~subsidiary~~forfeited as of Mr. Neale’s termination date. Mr. Neale had until March 30, 2011 to beexercise ~~dissolved~~the ~~during~~remaining 666,667 vested options, but did not notify the Company that he wished to do so and such shares then became available for further issuance pursuant to the 2008 Plan. As of June 30, 2011, 5,333,333 shares remain available for issuance under the 2008 Plan.

NOTE 12 – SUBSEQUENT EVENT

The Company is in the process of dissolving its wholly owned Canadian subsidiary UGMC Mining, Inc., which was incorporated in British Columbia on September 14, 2010. It expects this subsidiary to be dissolved during 2011.

In accordance with ASC 855-10, the Company’s management reviewed all material events through the issuance date of this quarterly report on Form 10-Q and there are no other material subsequent events to report.

1715

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. All statements other than statements of historical facts included in this quarterly report including, without limitation, statements in the Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this quarterly report on Form 10-Q, regarding our financial condition, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “target,” “goal,” “will,” “plans,” “objective,” “should,” or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements. There are a number of risks, uncertainties and other important factors that could cause our actual results to differ materially from the forward-looking statements. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this quarterly report on Form 10-Q appears in the section captioned “Risk Factors” in our annual report on Form 10-K filed with the ~~Securities and Exchange Commission (the “~~ SEC”) on March 31, 2011.

The following discussion is designed to provide a better understanding of significant trends related to our financial condition and results of operations. The discussion should be read in conjunction with our consolidated financial statements and notes thereto included in this quarterly report on Form 10-Q, as well as the Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Consolidated Financial Statements and Notes thereto included in our annual report on Form 10-K.

Except as otherwise required by the federal securities laws, we disclaim any obligation or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this quarterly report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

Plan of Operation

We are an ~~international,~~ exploration stage gold mining exploration and production company focusing our initial operations inon ~~Colombia~~what we believe to be under-explored countries. We have achieved no operating revenues to date. In April 2010, we entered into the Toldafria Option Agreement, as amended, which ~~gives~~gave us the right to acquire up to a 50% interest in a Colombian gold prospect (see “– Toldafria Prospect”). In May 2011, we sold such option to Rio Novo Gold, Inc., a company whose ordinary shares trade on the Toronto Stock Exchange (“Rio Novo”) (See “Financial Statements—Note 4—Investment in Mining Option”). In November 2010, we entered into the Hemco Option Agreement, as amended, which gave us the right to acquire all of the issued shares in RNC (Hemco) Limited, which, through its Hemco Nicaragua S.A. subsidiary, operates the Bonanza gold and silver mine located in Nicaragua, Central America. In February 2011, we determined not to exercise the option pursuant to the Hemco Option Agreement. (See “Financial Statements—Note 67—Hemco Option – Acquisition Costs”).

We currently own 500,000 ordinary shares of Rio Novo, an emerging gold company focused on the acquisition, exploration and development of gold mineral resource properties in mineral jurisdictions in South America, whose stock trades on the Toronto Stock Exchange.

In the course of our development activities, we have sustained losses and expect such losses to continue unless and until we can achieve net operating revenues. We expect to finance our operations primarily through our existing cash and future financings. However, substantial doubt exists about our ability to continue as a going concern because we will be required to obtain additional capital in the future to continue our operations and there is no assurance that we will be able to obtain such capital, through equity or debt financings, or any combination thereof, or on satisfactory terms or at all. Additionally, no assurance can be given that any such financing, if obtained, will be adequate to meet our ultimate capital needs and to support our growth. If adequate capital cannot be obtained on a timely basis and on satisfactory terms, our planned operations would be materially negatively impacted. Our ability to complete additional financings is dependent on the state of the debt and equity markets at the time of any proposed financing, and such market’s reception of us and the financing terms. In addition, our ability to complete a financing may be dependent on the status of our business activities, which cannot be predicted.

18We were incorporated under the name Rite Time Mining, Inc. in the State of Nevada on May 3, 2006, to engage in the acquisition, exploration and development of mineral deposits and reserves. We were unsuccessful in this area and subsequently determined to engage in the business of operating an independent, minor league baseball league. In connection therewith, on April 14, 2008, we changed our name to Federal Sports & Entertainment, Inc. and increased our authorized capital stock to an aggregate of 310,000,000 shares, consisting of 300,000,000 shares of common stock and 10,000,000 shares of preferred stock with preferences and rights to be determined by our Board of Directors. Additionally, our Board of Directors approved a forward stock split in the form of a dividend with a record date of April 25, 2008, and effective on May 6, 2008, as a result of which each share of our common stock then issued and outstanding converted into two shares of our common stock. All share amounts have been retroactively restated for such stock split. On March 22, 2010, our Board of Directors approved a 20 for 1 forward stock split in the form of a dividend. The record date for the stock dividend was April 19, 2010, and the payment date and the ex-dividend date were May 7, 2010, and May 10, 2010, respectively. All share amounts have been retroactively restated for this stock split as well. On December 29, 2010, we increased our authorized capital stock to an aggregate of 1,510,000,000 shares, consisting of 1,500,000,000 shares of common stock and 10,000,000 shares of preferred stock.

WeThe ~~were~~Company ~~incorporated~~conducts ~~under~~its ~~the~~operations ~~name~~through ~~Rite~~its ~~Time~~wholly-owned ~~Mining~~subsidiaries, ~~Inc.~~Universal inGold ~~the~~Holdings ~~State~~(Cayman) ofLtd. ~~Nevada on May 3~~(“UGH”), ~~2006,~~which towas ~~engage~~incorporated in the ~~acquisition,~~Cayman ~~exploration~~Islands and development of mineral deposits and reserves. We were unsuccessful in this area and subsequently determined to engage in the business of operating an independent, minor league baseball league. In connection therewith, on April 1422, ~~2008~~2010, weand ~~changed~~UGMC ~~our name to Federal Sports & Entertainment~~Mining, Inc. ~~and increased our authorized capital stock to an aggregate of 310~~(“UGMC”),~~000,000~~ ~~shares,~~which ~~consisting~~was ofincorporated ~~300,000,000~~in ~~shares~~British ofColumbia ~~common~~on ~~stock~~September ~~and 10~~14,~~000,000~~ ~~shares of preferred stock with preferences and rights to be determined by our Board of Directors~~2010. UGMC ~~Additionally,~~ceased ~~our~~operations ~~Board of Directors approved a forward stock split in the form of a dividend with a record date of April 25, 2008, and effective on May 6, 2008,~~ as ~~a result~~ of ~~which~~February ~~each~~2011 ~~share of our common stock then issued~~ and ~~outstanding~~is converted into two shares of our common stock. All share amounts have been retroactively restated for such stock split. On March 22, 2010, our Board of Directors approved a 20 for 1 forward stock split in the ~~form~~process of abeing ~~dividend~~dissolved. The record date for the stock dividend was April 19, 2010, and the payment date and the ex-dividend date were May 7, 2010, and May 10, 2010, respectively. All share amounts have been retroactively restated for this stock split as well.

The Company conducts its operations through its wholly-owned subsidiaries, Universal Gold Holdings (Cayman) Ltd., (“UGH”), which was incorporated in the Cayman Islands on April 22, 2010, and UGMC Mining, Inc. (“UGMC”), which was incorporated in British Columbia on September 14, 2010. UGMC ceased operations as of February 2011 and is in the process of being dissolved

Change in Fiscal Year End

On May 19, 2010, the Company determined to change its fiscal year from November 30 to December 31. As the transition period covers a period of one month, the Company was not required to file a transition report.

Toldafria Prospect

The following summary of the material terms of the Toldafria Option Agreement, ~~and~~ the Toldafria Option Agreement Amendment and the Asset Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of such agreements. Because the following is only a summary, it does not contain all information that you may find useful. For more complete information, you should read each of the Toldafria Option Agreement, ~~and~~ the Toldafria Option Agreement Amendment and the Asset Purchase Agreement, each of which is referenced as an exhibit to this quarterly report on Form 10-Q.

In June 2010, our wholly-owned subsidiary, UGH made the first payment under an Option Agreement (as amended, the “Toldafria Option Agreement”), dated as of April 23, 2010, among Core Values Mining & Exploration Company, a Cayman Islands corporation, and Core Values Mining & Exploration Company’s wholly- owned Colombian subsidiary (collectively, “CVME”) and UGH. The Toldafria Option Agreement ~~provides~~provided us with the right to acquire, through UGH, up to a 50% interest in a 164 hectare gold prospect (licence GEWM-12), which is located approximately 10 kilometers ~~south-east~~southeast of the city of Manizales in Colombia (the “Toldafria Prospect”). On June 4, 2010, UGH and CVME entered into an amendment to the Toldafria Option Agreement (the “Toldafria Option Agreement Amendment”) which included a bring-down of representations and warranties made by CVME in the Toldafria Option Agreement.

The Toldafria Option Agreement, as amended, provides that UGH may earn a 25% interest in the Toldafria Prospect at the end of the first year of the Toldafria Option Agreement, as amended, by paying an aggregate amount of $2,300,000 on or prior to June 4, 2010, which UGH has paid. $2,200,000 of such amount will be spent on exploration and development activity on the Toldafria Prospect in accordance with budgets mutually agreed to by a committee (the “Technical Committee”) consisting of one representative of ours and one of CVME, with a third party to make the deciding vote in the event of a tie. UGH may earn an additional 15% interest in the Toldafria Prospect at the end of the second year (June 2011), by paying an additional aggregate amount of $2,650,000 within 30 business days after completion of the first year. $2,500,000 of such payment may be spent on exploration and development activity on the Toldafria Prospect as determined by the Technical Committee. Finally, UGH may earn a further 10% interest in the Toldafria Prospect at the end of the third year (June 2012), by paying an additional aggregate amount of $3,050,000 within 30 business days after completion of the second year. $2,800,000 of such payment may be spent on exploration and development activity on the Toldafria Prospect as determined by the Technical Committee. No assurance can be given that UGH will have sufficient capital to pay for the additional interests in the Toldafria Prospect.17

19The Toldafria Option Agreement, as amended, provided that UGH may earn a 25% interest in the Toldafria Prospect at the end of the first year of the Toldafria Option Agreement, as amended, by paying an aggregate amount of $2,300,000 on or prior to June 4, 2010, which UGH paid. UGH had the opportunity to earn an additional 15% interest in the Toldafria Prospect at the end of the second year (June 2011), by paying an additional aggregate amount of $2,650,000 within 30 business days after completion of the first year. Finally, UGH had the opportunity to earn a further 10% interest in the Toldafria Prospect at the end of the third year (June 2012), by paying an additional aggregate amount of $3,050,000 within 30 business days after completion of the second year. No assurance was given that UGH would have had sufficient capital to pay for the additional interests in the Toldafria Prospect.

CVME ~~has~~ contracted to acquire the Toldafria Prospect from the person believed to be the registered owner thereof pursuant to a purchase agreement to which we ~~are~~were not a party (the “Toldafria Purchase Agreement”). CVME’s success in recording the transfer of the Toldafria Prospect, and therefore our earning of the interest therein, is contingent upon, among other things, approval of the relevant Colombian government authorities. In the event that CVME is not ultimately successful in meeting its obligations or recording the transfer of the Toldafria Prospect free of encumbrances pursuant to the Toldafria Purchase Agreement, CVME may not be able to deliver to us any property interests in the Toldafria Prospect that we earn pursuant to the Toldafria Option Agreement and we would lose our investment.

The Toldafria Option Agreement ~~provides~~provided that CVME ~~will~~would carry out prospecting, exploration, development or other work approved by ~~the~~a ~~Technical~~technical ~~Committee~~committee as the operator on the Toldafria Prospect, and CVME ~~will~~would receive payment of $30,000 per month, out of the funds earmarked for exploration and development activity, for its administrative and overhead costs in such capacity.

~~The Toldafria Option Agreement provides for certain mechanisms by which~~ CVME’s ~~may,~~success ~~after~~in ~~the~~recording ~~end of~~ the ~~third~~transfer ~~year~~ of the Toldafria ~~Option~~Prospect ~~Agreement~~was ~~elect~~contingent toupon, ~~(1)~~among ~~acquire~~other ~~shares~~things, approval of ~~our~~the ~~common~~relevant ~~stock~~Colombian ingovernment ~~exchange~~authorities. ~~for~~In ~~CVME’s interest in~~ the ~~Toldafria~~event ~~Prospect~~that atCVME would ~~market~~not ~~based~~be ~~valuations,~~ultimately orsuccessful ~~(2)~~in ~~form~~meeting aits ~~separate~~obligations ~~joint~~or ~~venture~~recording ~~corporation~~the ~~that~~transfer ~~will~~of ~~hold~~the ~~both~~Toldafria ~~CVME’s~~Prospect ~~and~~free ~~our~~of ~~interest~~encumbrances, inthen the Toldafria Prospect, ~~and~~would ~~operate~~not ~~pursuant~~have tobeen ~~a shareholders’ agreement to be entered into at such time~~valuable.

In May 2011, UGH entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Rio Novo. Pursuant to the Asset Purchase Agreement, UGH sold to Rio Novo all of its rights, title and interest in the Option Agreement, and all its interest in the Toldafria Prospect.

In connection with the sale of the rights, title and interest in the Option Agreement, Rio Novo paid to UGH a total amount of $902,035, of which $300,000 was paid in cash and $602,035 was settled in cash by way of refunding to UGH an amount in escrow. Rio Novo also issued to the Company 500,000 of its ordinary shares. Rio Novo has also agreed to deliver to UGH or its designee an additional 766,667 Rio Novo ordinary shares upon (1) the Caldas State Government Mining Delegation (Colombia) granting a concession, exploitation or exploration right or any renewal or extension of any such existing right to Nestor Gutierrez, CVME, CVMEC, Rio Novo or any of their affiliates in connection with the Toldafria Prospect having a term of not less than 20 years and (2) confirmation by CorpoCaldas (the Caldas State Environment Authority) that the project mineral rights are excluded from the alleged existing Reserva de Foresta Regional covering certain parts of the Toldafria Prospect area so as to allow exploration and mining activities within the area covered by the Toldafria Prospect. Rio Novo now owns 100% of the Toldafria Prospect.

As of June 30, 2011, the Company did not record the additional 766,667 Rio Novo ordinary shares that may be received in the future due to uncertainty regarding their ultimate realization.

Hemco Option

The following summary of the material terms of the Hemco Option Agreement, the Share Purchase Agreement, the Hemco Option Agreement Amendment and the Share Purchase Agreement Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, all the provisions of such agreements. Because the following is only a summary, it does not contain all information that you may find useful. For more complete information, you should read each of the Hemco Option Agreement, the Share Purchase Agreement, the Hemco Option Agreement Amendment and the Share Purchase Agreement Amendment, each of which is referenced as an exhibit to this quarterly report on Form 10-Q.

We entered into an option agreement effective as of November 30, 2010 (the “Hemco Option Agreement”), with N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (“NCGA”), an entity controlled by certain of our minority shareholders, whereby we would, at our option (the “Hemco Option”), be entitled to acquire, and to require NCGA to transfer to us, all of the issued shares in RNC (Hemco) Limited (“Hemco”), and all minority interests in certain subsidiaries of Hemco not owned by Hemco (collectively, the “Hemco Assets”). The Hemco Assets were to be acquired by NCGA pursuant to the terms and conditions of a Share Purchase Agreement, dated as of November 30, 2010 (the “Share Purchase Agreement”), among NCGA, TWL Investments Ltd. (“TWL”), Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”). The Share Purchase Agreement provided that NCGA would acquire from Sellers all of the issued common shares of RNC (Management) Limited, which owns 100% of the interest in Hemco. Conditional upon the sale, Lough and Martin would also transfer to NCGA for no additional consideration, all of the minority interests not already owned by Hemco in its Nicaraguan subsidiary, Hemco-Nicaragua S.A. (“HemcoNic”). HemcoNic is a private Nicaraguan company which operates the Bonanza gold and silver mine located in Nicaragua, Central America.18

We entered into an option agreement effective as of November 30, 2010 (the “Hemco Option Agreement”), with N.C.G.A. Project Acquisition Corp., a Cayman Islands corporation (“NCGA”), an entity controlled by certain of our minority shareholders, whereby we would, at our option (the “Hemco Option”), be entitled to acquire, and to require NCGA to transfer to us, all of the issued shares in RNC (Hemco) Limited (“Hemco”), and all minority interests in certain subsidiaries of Hemco not owned by Hemco (collectively, the “Hemco Assets”). The Hemco Assets were to be acquired by NCGA pursuant to the terms and conditions of a Share Purchase Agreement, dated as of November 30, 2010 (the “Share Purchase Agreement”), among NCGA, TWL Investments Ltd. (“TWL”), Thomas William Lough (“Lough”), James Randall Martin (“Martin”) and Sergio Rios Molina (“Rios” and together with TWL and Martin, “Sellers”). The Share Purchase Agreement provided that NCGA would acquire from Sellers all of the issued common shares of RNC (Management) Limited, which owned 100% of the interest in Hemco. Conditional upon the sale, Lough and Martin would also transfer to NCGA for no additional consideration, all of the minority interests not already owned by Hemco in its Nicaraguan subsidiary, Hemco-Nicaragua S.A. (“HemcoNic”). HemcoNic is a private Nicaraguan company which operates the Bonanza gold and silver mine located in Nicaragua, Central America.

The Hemco Option Agreement provided that if we exercised the Hemco Option, we would be able to acquire the Hemco Assets from NCGA for $64,750,000, which is equal to the balance of the $65,000,000 purchase price ($250,000 of which had already been paid in the form of a non-refundable deposit) that NCGA would be required to pay to Sellers at the closing of the transactions under the Share Purchase Agreement.

As of December 31, 2010, the Hemco Option Agreement was amended (the “Hemco Option Agreement Amendment”). The Hemco Option Agreement Amendment included, among other things, our consent to NCGA’s entry into Amendment No. 1, dated as of December 31, 2010, to the Share Purchase Agreement (the “Share Purchase Agreement Amendment”).

The Share Purchase Agreement Amendment, among other things:

extended from December 31, 2010 to February 15, 2011 the date by which the parties to the Share Purchase Agreement were permitted to terminate such agreement if the closing of such agreement did not occur on or before such date; and

included an agreement to pay an additional $125,000 upon the execution of the Share Purchase Agreement Amendment and an additional $125,000 upon the closing of the Share Purchase Agreement, as amended.

The Share Purchase Agreement and the transactions contemplated thereunder were terminated because the closing did not occur on or before February 15, 2011 and, accordingly, we determined not to exercise the Hemco Option and expensed all the associated costs and option payments.

~~Recent~~ Other Developments

On January 26, 2011, we held a special meeting of our stockholders for the purpose of approving amendments to UGMC’s Amended and Restated Articles of Incorporation, as amended, to (1) effect a reverse stock split in a ratio ranging from one-for-five to one-for-fifty of all UGMC’s issued and outstanding shares of common stock and to effect a reduction in the number of authorized shares of common stock in an amount ranging from 30% to 75% of the current authorized number, in both cases in a ratio and amount to be determined by our Board of Directors if it determines to proceed with such reverse stock split and (2) include provisions that are primarily protective to UGMC’s stockholders. Our Board of Directors ~~has~~is ~~recently~~in ~~determined~~the ~~that~~process itof ~~intends~~determining if and when to ~~effectuate~~proceed with such reverse stock split ~~in the future~~.

On February 16, 2011, the British Columbia Securities Commission (the “BCSC”) issued an order (the “Order”) that trading in our securities cease until we have filed certain documents with the BCSC, such documents to include an independent technical report on our Toldafria property and all documents filed with the SEC, and the executive director of the BCSC makes an order revoking the Order. The BCSC has asserted that we are a reporting issuer under BC Instrument 51-509, “Issuers Quoted in the U.S. Over-the-Counter Markets”, as they allege that our business was directed or administered from British Columbia and our securities are quoted on the OTC Bulletin Board. We believe that the Order will not affect trades of our securities that have no connection to the Province of British Columbia. The ~~company~~Company has ceased all operations in Canada as of February 2011 and is in the process of dissolving its wholly owned Subsidiary UGMC Mining, Inc., which was incorporated in British Columbia on September 14, 2010. We are currently seeking legal advice in connection with additional steps to address the Order.

On February 28, 2011, Andrew Neale resigned from his position as member of our Board of Directors and any committees thereof effective as of that date.

Results of Operations

Three Months Ended March 31, 2011 Compared to Three Months Ended March 31, 2010

Revenues

We have had no revenues since our inception.

Expenses

~~Total~~Three ~~operating~~Months ~~expenses~~Ended ~~increased~~June ~~$769~~30,~~875,~~ ~~or 2,966%, to $795,828 for the three months ended March 31,~~ 2011, ~~as compared to $25,953 for the three months ended March 31, 2010. This overall increase is primarily due to an increase in general~~ and administrative expenses of $769,677 related to the terminated Hemco transaction (discussed above) which resulted in increased acquisition costs, consulting fees, stock compensation, accounting and legal fees, travel costs, personnel costs and office expenses. We also incurred higher directors’ fees and other general and administrative costs during the 2011 period due to our increase in business activity.2010

21Total operating expenses increased $95,614, or 15%, to $749,437 for the three months ended June 30, 2011, as compared to $653,823 for the three months ended June 30, 2010. This overall increase is due to the loss on sale of the Toldafria mining option of $660,015 during May 2011, partially offset by a decrease in general and administrative expenses of $563,401. The decrease in general and administrative expenses is due to higher accounting and legal fees in the prior year period associated with a private placement of our common stock, higher stock-based compensation during the prior year period related to directors’ stock options granted in June 2010 and non-cash consulting fees.

WeSix ~~recognized~~Months ~~foreign~~Ended ~~currency~~June ~~exchange loss of $29 for the three months ended March 31~~30, 2011, ~~compared~~and ~~to $0 for the three months ended March 31,~~ 2010.

Total operating expenses increased $865,489, or 127%, to $1,545,265 for the six months ended June 30, 2011, as compared to $679,776 for the six months ended June 30, 2010. This overall increase is due to a loss on sale of the Toldafria mining option of $660,015 and costs related to the terminated Hemco transaction of $353,694 recognized during the six months ended June 30, 2011, and an increase in director fees and consulting fees paid to directors of $109,174, offset by a net decrease of $257,394 in other general and administrative expenses, primarily consisting of accounting and legal fees and stock-based compensation.

Other Income (Expenses)

We recognized foreign currency exchange loss of $2,274 and $2,303 for the three and six months ended June 30, 2011, respectively, compared to $0 and $0 for the three and six months ended June 30, 2010.

Net Loss

We incurred a net ~~losses~~loss for the three months ended ~~March~~June 3130, 2011 of $~~795~~751,~~857~~711, compared to net losses for the three months ended ~~March~~June 3130, 2010 of $25653,~~953~~611, and we incurred a net loss for the six months ended June 30, 2011 of $1,547,568, compared to a net loss for the six months ended June 30, 2010 of $679,564. The increase in net loss for the three and six months ended ~~March~~June 3130, 2011 was directly attributable to increased expenses as discussed above.

Liquidity and Capital Resources

At ~~March~~June 3130, 2011 and December 31, 2010, our cash and cash equivalents balance was $~~299~~525,~~052~~213 and $947,153, respectively. During the ~~quarter~~six months ended ~~March~~June 3130, 2011, cash used in operations totaled $~~774~~1,~~659~~198,491 versus cash used in operations of $1823,~~713~~706 in the equivalent 2010 period. The increase in cash used in operations was primarily due to costs incurred in the terminated Hemco transaction. During the ~~quarter~~six months ended ~~March~~June 3130, 2011, cash ~~used~~provided inby investing activities totaled $~~125~~777,~~000~~035, which represents $ 902,035 in proceeds from the ~~additional~~sale of the Toldafria mining option pursuant to the Asset Purchase Agreement with Rio Novo, partially offset by $125,000 paid in January 2011 upon the execution of the Share Purchase Agreement Amendment related to the terminated Hemco option agreement. During the six month period ended June 30, 2010, the Company had negative cash flow from investing activities of $3,327,276 which resulted from a $2,300,000 payment for the investment in the Toldafria mining option, and $1,027,276 used for the purchase of a put and call option/convertible note. We did not have any cash from financing activities during the ~~quarter~~six months ended ~~March~~June 3130, 2011. During the six months ended June 30, 2010, cash from financing activities was $3,675,023, comprised of $3,757,428 net proceeds from the issuance of common stock, partially offset by $82,405 for the repayment of stockholder advances.

Future issuances of our equity or debt securities will be required in order for us to continue to finance our operations, make anticipated future payments of $5,700,000 pursuant to the Toldafria Option Agreement and to continue as a going concern. We have not generated any cash flow from operations since inception and currently have no revenue from operations. As of March 31, 2011, we have incurred cumulative net losses of $795,857 since December 31, 2010 and require additional capital for our contemplated operational and acquisition activities to take place. Our ability to raise additional capital through future issuances of our common stock is unknown. The acquisition of additional financing, the successful development of our contemplated plan of operations and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The uncertainty about our ability to successfully resolve these factors raises substantial doubt about our ability to continue as a going concern.20

Future issuances of our equity or debt securities will be required in order for us to continue to finance our operations and to continue as a going concern. We have not generated any cash flow from operations since inception and currently have no revenue from operations. As of June 30, 2011, we have incurred cumulative net losses of $4,883,254 since inception and require additional capital for our contemplated operational and acquisition activities to take place. Our ability to raise additional capital through future issuances of our securities is unknown. The acquisition of additional financing, the successful development of our contemplated plan of operations and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations. The uncertainty about our ability to successfully resolve these factors raises substantial doubt about our ability to continue as a going concern.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our most significant judgments and estimates used in preparation of our consolidated financial statements.

Mineral Exploration and Development Costs

All exploration expenditures are expensed as incurred. Costs of acquisition and option costs of mineral rights are capitalized upon acquisition. Mine development costs incurred to develop new ore deposits, to expand the capacity of mines or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If we do not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects are charged to mining costs, including related property and equipment costs. To determine if these costs are in excess of their recoverable amount, periodic evaluation of the carrying value of capitalized costs and any related property and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Stock-Based Compensation

We account for the grant of options to employees and the grant of shares to non-employees pursuant to the provisions of FASB ASC 718, Compensation – Stock Compensation, which establishes accounting for equity instruments exchanged for services. We utilize the Black-Scholes option pricing model to estimate the fair value of employee stock options at the date of grant, which requires the input of highly subjective assumptions, including expected volatility and expected life.

Recent Accounting Pronouncements

The Company has review recently issued accounting standards, none of which are expected to have a material impact on the Company’s financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller reporting company, as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, we are not required to provide disclosure under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls Procedures

Disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Disclosure and control procedures are also designed to ensure that such information is accumulated and communicated to management, including the interim chief executive officer and interim chief financial officer, to allow timely decisions regarding required disclosures.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of management, including our interim chief executive officer and interim chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, management is required to apply its reasonable judgment. We also do not have an audit committee. Based on the evaluation described above, our interim chief executive officer and interim chief financial officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective.

As funds become available to us, we expect to implement additional measures to improve disclosure controls and procedures.

Changes in internal controls over financial reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Officers’ Certifications

Appearing as exhibits to this quarterly report on Form 10-Q are “Certifications” of our Chief Executive and Financial Officer. The Certifications are required pursuant to Sections 302 of the Sarbanes-Oxley Act of 2002 (the “Section 302 Certifications”). This section of the quarterly report on Form 10-Q contains information concerning the Controls Evaluation referred to in the Section 302 Certification. This information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may, from time to time, be involved in litigation and claims arising out of our operations in the ordinary course of business. We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide disclosure under this Item 1A.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. (REMOVED AND RESERVED)

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The agreements included as exhibits to this quarterly report on Form 10-Q are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

•

should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

•

have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

•

may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

•

were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this quarterly report on Form 10-Q and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

The following exhibits are filed as part of (or are furnished with, as indicated below) this quarterly report on Form 10-Q or, where indicated, were heretofore filed and are hereby incorporated by reference.

Exhibit No.		Description
2.1*		Hemco Option Agreement, dated as of November 30, 2010, between Registrant and N.C.G.A Project Acquisition Corp. (Previously filed on December 6, 2010 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.2*		Share Purchase Agreement, dated as of November 30, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on December 6, 2010 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.3*		Amendment No. 1 to the Hemco Option Agreement, dated as of December 31, 2010, between N.C.G.A. Project Acquisition Corp. and Registrant (Previously filed on January 6, 2011 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
2.4*		Amendment No. 1 to the Share Purchase Agreement, dated as of December 31, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on January 6, 2011 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.1*		Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 14, 2008 (Previously filed on April 18, 2008 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.2*		Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 9, 2010 (Previously filed on April 15, 2010 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.3*		Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on December 29, 2010 (Previously filed on January 3, 2011 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
3.4*		Amended and Restated Bylaws of Registrant (Previously filed on March 31, 2011 as exhibit 3.4 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))
4.1*		Form of 0% Secured Convertible Promissory Note of the Registrant (Previously filed on September 15, 2008 as exhibit 4.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
4.2*		Form of 5-Year Bridge Warrant to Purchase shares of common stock of the Registrant (Previously filed on September 15, 2008 as exhibit 4.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
4.3*		Form of Securities Purchase Agreement by and among Registrant and the Buyer(s) named therein (Previously filed on September 15, 2008 as exhibit 4.3 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

Exhibit No.			Description
2.1*			Hemco Option Agreement, dated as of November 30, 2010, between Registrant and N.C.G.A Project Acquisition Corp. (Previously filed on December 6, 2010 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

2.2*			Share Purchase Agreement, dated as of November 30, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on December 6, 2010 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

2.3*			Amendment No. 1 to the Hemco Option Agreement, dated as of December 31, 2010, between N.C.G.A. Project Acquisition Corp. and Registrant (Previously filed on January 6, 2011 as exhibit 2.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

2.4*			Amendment No. 1 to the Share Purchase Agreement, dated as of December 31, 2010, among N.C.G.A. Project Acquisition Corp., TWL Investments Ltd., Thomas William Lough, James Randall Martin and Sergio Rios Molina (Previously filed on January 6, 2011 as exhibit 2.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

3.1*			Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 14, 2008 (Previously filed on April 18, 2008 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

3.2*			Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on April 9, 2010 (Previously filed on April 15, 2010 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

3.3*			Certificate of Amendment to Amended and Restated Articles of Incorporation of Registrant as filed with the Nevada Secretary of State on December 29, 2010 (Previously filed on January 3, 2011 as exhibit 3.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

3.4*			Amended and Restated Bylaws of Registrant (Previously filed on March 31, 2011 as exhibit 3.4 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))

10.1*			2008 Equity Incentive Plan (Previously filed on March 2, 2009 as exhibit 10.1 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))

10.2*			Assignment of Promissory Note and Release dated as of February 3, 2010, by and between Registrant and the John Thomas Bridge and Opportunity Fund, LP (Previously filed on June 10, 2010 as exhibit 10.6 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.3*			Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of April 23, 2010 (Previously filed on June 10, 2010 as exhibit 10.7 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.4*			Cancellation Agreement between the Registrant and Linda Farrell, dated May 24, 2010 (Previously filed on June 10, 2010 as exhibit 10.8 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.5*			Amendment Number 1 to 2008 Equity Incentive Plan (Previously filed on June 10, 2010 as exhibit 10.9 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.6*			Amendment to Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of June 4, 2010 (Previously filed on June 10, 2010 as exhibit 10.10 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.1*		Form of Bridge Loan Agreement by and between the Registrant and Diamond Sports & Entertainment, Inc., dated September 9, 2008 (Previously filed on September 15, 2008 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.2*		Form of Unsecured Bridge Loan Promissory Note of Diamond Sports & Entertainment, Inc. in favor of the Registrant, dated September 9, 2008 (Previously filed on September 15, 2008 as exhibit 10.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.3*		Form of Security Agreement by and among Diamond Sports & Entertainment, Inc., Diamond Concessions, LLC and the Buyer(s) of the Registrant’s Note(s), dated as of September 9, 2008 (Previously filed on September 15, 2008 as exhibit 10.3 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.4*		Form of Pledge Agreement by and among the Registrant, the Pledgors named therein, Gottbetter & Partners, LLP and the Buyer(s) named therein (Previously filed on September 15, 2008 as exhibit 10.4 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.5*		2008 Equity Incentive Plan (Previously filed on March 2, 2009 as exhibit 10.1 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))
10.6*		Assignment of Promissory Note and Release dated as of February 3, 2010, by and between Registrant and the John Thomas Bridge and Opportunity Fund, LP (Previously filed on June 10, 2010 as exhibit 10.6 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.7*		Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of April 23, 2010 (Previously filed on June 10, 2010 as exhibit 10.7 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.8*		Cancellation Agreement between the Registrant and Linda Farrell, dated May 24, 2010 (Previously filed on June 10, 2010 as exhibit 10.8 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.9*		Amendment Number 1 to 2008 Equity Incentive Plan (Previously filed on June 10, 2010 as exhibit 10.9 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.10*		Amendment to Option Agreement among Core Values Mining & Exploration Company, Core Values Mining & Exploration Company Sucursal Colombia and the Registrant, dated as of June 4, 2010 (Previously filed on June 10, 2010 as exhibit 10.10 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.11*		Put and Call Option Agreement dated June 29, 2010 between Grafton Resource Investments Ltd. and Universal Hold Holdings (Cayman) Ltd. (Previously filed on August 23, 2010 as exhibit 10.5 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.12*		Deed of Variation to Put and Call Option Agreement dated June 29, 2010, dated August 24, 2010 (Previously filed on August 26, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.13*		Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.10 per share (Previously filed on May 27, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.7*			Put and Call Option Agreement dated June 29, 2010 between Grafton Resource Investments Ltd. and Universal Hold Holdings (Cayman) Ltd. (Previously filed on August 23, 2010 as exhibit 10.5 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))

10.8*			Deed of Variation to Put and Call Option Agreement dated June 29, 2010, dated August 24, 2010 (Previously filed on August 26, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.9*			Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.10 per share (Previously filed on May 27, 2010 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.10*			Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.10 per share, dated as of May 24, 2010 (Previously filed on May 27, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.11*			Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.40 per share (Previously filed on November 15, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))

10.12*			Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.40 per share, dated as of September 20, 2010 (Previously filed on November 15, 2010 as exhibit 10.3 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))

10.13*			Form of Indemnification Agreement (Previously filed on January 28, 2011 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

10.14*			Asset Purchase Agreement between Rio Novo Gold Inc. and Universal Gold Holdings (Cayman) Limited dated May 27, 2011 (Previously filed on June 3, 2011 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))

31.1**			Rule 13a-14(d) / 15d-14(a) Certification of Chief Executive Officer

31.2**			Rule 13a-14(d) / 15d-14(a) Certification of Chief Financial Officer

32.1**§			Rule 1350 Certification of Chief Executive Officer

32.2**§			Rule 1350 Certification of Chief Financial Officer

101**			Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Consolidated Balance Sheets (Unaudited) as of June 30, 2011 and December 31, 2010, (ii) the Consolidated Statements of Operations (Unaudited) for the three and six months ended June 30, 2011 and June 30, 2010 and the period from May 3, 2006 (Inception) through June 30, 2011, (iii) Consolidated Statements of Cash Flows (Unaudited) for the six months ended June 30, 2011 and June 30, 2010 and the period from May 3, 2006 (Inception) through June 30, 2011, and (iv) the notes to Consolidated Financial Statements (unaudited).

10.14*		Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.10 per share, dated as of May 24, 2010 (Previously filed on May 27, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
10.15*		Form of Subscription Agreement between the Registrant and each purchaser of Registrant’s common stock at $0.40 per share (Previously filed on November 15, 2010 as exhibit 10.2 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.16*		Form of Registration Rights Agreement between the Registrant and the purchasers of common stock at $0.40 per share, dated as of September 20, 2010 (Previously filed on November 15, 2010 as exhibit 10.3 of Universal Gold Mining Corp.’s Quarterly Report on Form 10-Q (File No. 333-140900))
10.17*		Form of Indemnification Agreement (Previously filed on January 28, 2011 as exhibit 10.1 of Universal Gold Mining Corp.’s Current Report on Form 8-K (File No. 333-140900))
14.1*		Code of Ethics (Previously filed on March 2, 2009 as exhibit 14.1 of Universal Gold Mining Corp.’s Annual Report on Form 10-K (File No. 333-140900))
31.1**		Rule 13a-14(d) / 15d-14(a) Certification of Chief Executive Officer
31.2**		Rule 13a-14(d) / 15d-14(a) Certification of Chief Financial Officer
32.1**§		Rule 1350 Certification of Chief Executive Officer
32.2**§		Rule 1350 Certification of Chief Financial Officer

*	Previously filed and incorporated by reference.

**	Filed herewith

§ This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.

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SIGNATURES

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

		UNIVERSAL GOLD MINING CORP.
Dated: May 16, 2011	By:	/s/ David Cather
Dated: August 9, 2011	By:	/s/ David Cather
		Name: David Cather
		Title: Interim Chief Executive Officer
Dated: May 16, 2011	By:	/s/ Craig Niven
Dated: August 9, 2011	By:	/s/ Craig Niven
		Name: Craig Niven
		Title: Interim Chief Financial Officer and Assistant Secretary

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Filing Compare · UNIVERSAL GOLD MINING CORP.