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

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 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: 000-51563

BLACK SEA METALS, INC.
(Exact Name of Registrant as Specified in its Charter)

Nevada	98-0431245
(State of other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

421 9th Street
Manhattan Beach, California	90266
(Address of Principal Executive Offices)	(Zip Code)

424-247-9261
(Registrant’s Telephone Number, including Area Code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:	None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:	Common Stock, par value $0.001 (Tile of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes [ ] No [X]

Indicate by checkmark whether the registrant (1) 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 (§ 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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

[ ]

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

Large Accelerated Filer [ ]

Accelerated Filer [ ]

Non-Accelerated Filer [ ]

Smaller Reporting Company [X]

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

Yes [ ] No [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $2,316,589

The number of shares of the Registrant’s Common Stock outstanding as of March 12, 2012, was 35,127,479.

Documents Incorporated by Reference: None.

Black Sea Metals Inc.
FORM 10-K
November 30, 2011


TABLE OF CONTENTS


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS		1
PART I		2
ITEM 1.	BUSINESS	2
ITEM 1A.	RISK FACTORS	7
ITEM 1B.	UNRESOLVED STAFF COMMENTS	7
ITEM 2.	PROPERTIES.	8
ITEM 3.	LEGAL PROCEEDINGS.	21
ITEM 4.	MINE SAFETY DISCLOSURES	22
PART II		23
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	23
ITEM 6.	SELECTED FINANCIAL DATA.	25
ITEM 7.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	25
ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	30
ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	31
ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	32
ITEM 9A.	CONTROLS AND PROCEDURES	32
ITEM 9B.	OTHER INFORMATION	33
PART III		34
ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	34
ITEM 11.	EXECUTIVE COMPENSATION	37
ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	39
ITEM 13.	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	42
ITEM 14.	PRINCIPAL ACCOUNTING FEES AND SERVICES	42
PART IV		44
ITEM 15.	EXHIBITS, FINANCIAL STATEMENT SCHEDULES	44
SIGNATURES		46

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

As used in this Annual Report on Form 10-K, the terms “we”, “us”, “our”, “Texada” Black Sea” and the “Company” mean Black Sea Metals Inc., unless otherwise indicated. All dollar amounts in this Annual Report are expressed in U.S. dollars unless otherwise indicated.

Certain statements contained in this Annual Report on Form 10-K constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These statements, identified by words such as “plan”, “anticipate”, “believe”, “estimate”, “should,” “expect” and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Information concerning the interpretation of drill results and mineral resource estimates also may be deemed to be forward-looking statements, as such information constitutes a prediction of what mineralization might be found to be present if and when a project is actually developed.

Investors are cautioned that the forward-looking statements contained herein involve known and unknown risks, uncertainties, assumptions and other factors which may cause our actual results, performance or achievements to be materially different from any results, performance or achievements expressed or implied by such forward-looking statements. Some of these risks and assumptions include: These risks, uncertainties, and assumptions include:

general economic and business conditions, including changes in interest rates, fluctuations in the prices for base metals, fluctuations in prices for securities in the resource sector, demand for base metals and other economic and business conditions;
natural phenomena or disasters that may affect completion of drill programs, exploration work, completion of feasibility studies or development, if warranted;
actions by government authorities, including changes in government regulation, permitting requirements or environmental legislation;
the Company’s ability to raise sufficient financing to complete its planned exploration work on its properties and to place its properties into development, if warranted, and to continue as a going concern;
the Company’s ability to complete transactions, attract additional capital and continue as a going concern;
future decisions by management in response to changing conditions, and
misjudgments, inaccurate assumptions or changes in conditions related to forward-looking statements.

Certain risks and uncertainties include those set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this Form 10-K. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our quarterly reports on Form 10-Q and our current reports on Form 8-K.

We advise you that these cautionary remarks expressly qualify in their entirety all forward-looking statements attributable to us or persons acting on our behalf. The Company assumes no obligation to update its forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such statements, except as required by law. You should not place undue reliance on such forward-looking statements.

PART I

ITEM 1. BUSINESS.

Overview

Black Sea Metals Inc. (the “Company”) is engaged in the business of acquisition and exploration of mineral and resource properties. We were incorporated on October 17, 2001 under the laws of the State of Nevada. Our principal office is located at 421 – 9^th Street, Manhattan Beach, CA, 90266. Our phone number is 424-247-9261. Our facsimile number is 310-374-9385.

The Company filed a Certificate of Amendment to its articles of incorporation with the Secretary of State of Nevada changing the name of the Company from Texada Ventures Inc. to Black Sea Metals, Inc. effective November 2, 2011. The Company’s common stock, previously quoted on the OTCBB under the ticker symbol “TXVN”, began trading under the ticker symbol “BLAK,” effective November 7, 2011.

On September 15, 2011, the Company entered into an Earn In Agreement (the “Karasu Earn In Agreement”), with Anadolun Madencilik Ltd. Sti., a limited company under the provisions of the Turkish Commercial Code (“Anadolun”), under which the Company may acquire or earn 95% of Anadolun’s interest in Anadolun’s Karasu Rare Earth Metals Project located in Sakarya Province, Turkey (the “Karasu Property”). On December 31, 2011, the Company entered into a lease agreement under which the Company acquired the right to earn a 95% of Anadolun’s interest in the Karasu Property. Under the terms of the Karasu Earn In Agreement, the Karasu Earn In Agreement Amendment and the Karasu Lease Agreement, the Company can earn a 95% interest in the Karasu Property by satisfying certain conditions listed below (See “Recent Significant Corporate Developments”).

We also have a 100% undivided interest in a group of mineral claims located in the Wheaton River District in the Yukon Territory, Canada that we refer to as the Peek Claims. We have not earned any revenues to date. Our plan of operation is to continue to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable mineral deposits. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs. We will not be able to determine whether or not our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

Historically we have conducted our business through verbal agreements with consultants and arms-length third parties. Our verbal agreement with our geologist includes his reviewing all of the results from the exploratory work performed upon the site and making recommendations based on those results in exchange for payments equal to the usual and customary rates received by geologists performing similar consulting services.

RECENT SIGNIFICANT CORPORATE DEVELOPMENTS

We have experienced the following significant corporate developments during our fiscal year ended November 30, 2011.

Anadolun Term Sheet

On May 20, 2011, the Company entered into a term sheet (the “Anadolun Term Sheet”), with Anadolun, which outlines the general terms and conditions pursuant to which the Company and Anadolun have agreed to enter into a definitive option under which the Company may acquire or earn 95% of Anadolun’s interest in Anadolun’s Karasu Property. Under the Anadolun Term Sheet, the definitive agreement will provide the Company with the option to acquire the Karasu Property interest, by incurring $1,000,000 in exploration expenditures (in aggregate) on the Karasu Property, issuing 6,000,000 shares of common stock of the Company (in aggregate) to Anadolun, and paying Anadolun $1,000,000 (in aggregate). The definitive agreement will contain customary terms and conditions, including covenants requiring each party not to sell their respective entities or assets to another party.

Under the Term Sheet, the Company agreed to advance Anadolun $200,000 (as part of a bridge loan), to fund certain expenditures related to the Karasu Property, in consideration for the issuance of a promissory note.

Effective July 1, 2011, the Company and Anadolun entered into an amending agreement to the Anadolun Term Sheet (the “Anadolun Amending Agreement”), in order to provide additional time to negotiate and finalize the definitive agreement. Under the Amending Agreement, Anadolun and the Company agreed to finalize the definitive agreement by September 1, 2011 and to close the transaction on or before September 15, 2011.

Under the Amending Agreement, Anadolun and the Company agreed to extend the right of termination, whereby the Anadolun Term Sheet may be terminated by either party if the closing conditions set forth therein are not satisfied on or before September 15, 2011, provided that the terminating party acted in good faith and had not breached the terms of the Anadolun Term Sheet.

Earn In Agreement

On September 15, 2011, the Company entered into the Karasu Earn In Agreement, under which the Company may acquire or earn 95% of Anadolun’s interest the Karasu Property. Under the Earn In Agreement, Black Sea and Anadolun agreed, among other things:

	(a)	To form Karasu Holdings Ltd. Sti., a limited company incorporated under the laws of the Republic of Turkey (“Karasu Holdco”), to be equally owned by the Company and Anadolun;

	(b)	The Company, Anadolun and Karasu Holdco will enter into the Lease and Operating Agreement; and

	(c)	The Company will be granted the sole and exclusive right to earn a 95% interest representing a percentage of the Net Value of Minerals mined or extracted, saved and sold or removed for disposal without sale from the Karasu Property (the “Karasu Royalty Interest”), upon satisfaction of certain conditions.

On December 31, 2011, the Company, Anadolun and Karasu Holdco entered into the Lease and Operating Agreement (the “Karasu Lease Agreement”) and the Company and Anadolun amended the Karasu Earn In Agreement (“Karasu Earn In Agreement Amendment”) to conform with the terms of the Karasu Lease Agreement. Under the terms of the Karasu Earn In Agreement Amendment and the Karasu Lease Agreement, the parties agreed as follows:

	(a)	Anadolun will maintain the License and will lease the Karasu Property and the License, as applicable, to Karasu Holdco;

	(b)	The Lease is granted for the purpose of exploration, development, mining and mineral exploitation of the Karasu Property for any and all minerals, metals and ores and substances containing minerals or metals, in, upon or underlying the Karasu Property;

	(c)	The Lease shall be for twenty (20) years from and after the Effective Date of the Lease, and for so long thereafter as Karasu Holdco shall (i) in each year as may be required by law, perform an amount of work on or with respect to the Karasu Property reasonably expected to satisfy the annual assessment work requirement, pay claim maintenance fees; and (ii) implement the Work Program (described below);

	(d)	Karasu Holdco shall serve as Operator of the Karasu Property;

	(e)	The parties will establish a Project Team to develop and approve an Exploration Budget, Work Plan (detailing exploration, development and work on the Karasu Property) and make decisions related to the Karasu Property;

	(f)	Each of Anadolun and the Company will have the right to appoint two representatives to the Project Team;

	(g)	Karasu Holdco, as Operator, will have certain obligations under the Lease Agreement, including implementing the Work Plan and assisting with establishment of the Exploration Budget;

	(h)	The Company will fund the Exploration Expenditures as contemplated in the Lease Agreement and as follows:

		(A)	$250,000 on or before the first anniversary date of the Closing Date,

		(B)	$250,000 on or before the second anniversary date of the Closing Date, and

		(C)	$500,000 on or before the third anniversary date of the Closing Date;

	(i)	Anadolun shall pay the balance of the required funds in a timely way according to an approved schedule of advances or within the time limits contemplated in the Agreement for the payment of invoices for Exploration Expenditures;

	(j)	If Anadolun fails to contribute its portion of the Exploration Expenditures, then Black Sea, shall advance additional funds towards the Exploration Expenditures and such additional advances shall be (a) carried forward to the succeeding period and qualify as Exploration Expenditures for such succeeding period or (b) loan funds to Anadolun to satisfy Anadolun’s obligations to fund Exploration Expenditures (the “Black Sea Loans”). The Company may offset payments payable to Anadolun under Cash Payments or Share Issuances under the Earn In Agreement;

	(k)	Karasu Holdco reserves for the benefit of the Company as a retained interest in the License, the Karasu Royalty Interest, upon payment Cash Consideration ($1,000,000 in aggregate paid $250,000 within 30 days of the Closing Date, $200,000 of which shall be in the form of the Bridge Loan; $250,000 on or before the second anniversary date of the Closing Date, and $500,000 on or before the third anniversary date of the Closing Date), Share Issuances (6,000,000 shares of common stock paid 2,000,000 common shares (“Shares”) of the Company within 10 days of the Closing Date, 2,000,000 Shares on or before the second anniversary date of the Closing Date, and 2,000,000 Shares on or before the third anniversary date of the Closing Date) and Exploration Expenditures, as described in the Earn In Agreement; and

	(l)	The Karasu Lease Agreement contains dispute resolution provisions.

The parties closed the transactions on January 5, 2012 (the “Closing Date”).

The descriptions of the Karasu Earn In Agreement Amendment and the Karasu Lease Agreement are qualified in their entirety by copies of the agreements attached to the Current Report on Form 8-K, as Exhibits 99.1 and 99.2, respectively and filed with the SEC on January 5, 2012. The description of the Karasu Earn In Agreement is qualified in its entirety by the disclosure in Black Sea’s Current Report on Form 8-K filed with the SEC on September 15, 2011.

Appointment of New Officers and Directors:

Effective November 7, 2011, David Brow resigned from the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Brow continues to be a member of the Board of Directors of the Company. The Company’s Board of Directors accepted Mr. Brow’s resignation and appointed Alastair Neill as a director of the Company and to the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Neill shall serve on the Company’s Board of Directors until the next special or annual meeting of shareholders, when he or his successor is elected and qualified, or until his earlier resignation or removal. Mr. Neill shall hold the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer for an indefinite term until his successor is chosen and qualified or until his earlier resignation or removal.

Effective November 7, 2011, James MacPherson and Markus Pekeler were appointed as directors of the Company. Mr. MacPherson was also appointed as the Chief Environmental Officer of the Company.

PLAN OF OPERATION

Our plan of operation is to continue exploration work on our mineral properties, as described below, while also seeking acquisition opportunities to acquire a company or operation which would return sufficient shareholder value. We are currently evaluating acquisition targets in complementary industries. We cannot assure investors that we will be successful in locating a suitable acquisition target, or that our capital raising efforts will be successful given the current state of the financial markets or that we can successfully complete an acquisition.

Mineral Properties:

Karasu Property

The Karasu Rare Earth Metals Project consists of a single 1480.9 ha Heavy Minerals Placer concession in Sakarya Province of Northern Turkey. Historical exploration on the property by Turkey’s Directorate General of Mineral Research and Exploration indicate excellent potential for further development of Rare Earth element extraction. We anticipate conducting an exploration program in fiscal year 2012 in the amount of $250,000.

Our decision to proceed with an initial exploration program will be made based on factors such as other business opportunities, the final assay results and the recommendations of our geologists, the grades of any mineralization found, the size and extent of the mineralized zones, and the strength of metal prices in international markets. The current phase is estimated to cost $250,000. Given our current working capital situation and the costs of implementation of our exploration program, it is uncertain of we will be able to complete the exploration program. See “Liquidity and Capital Resources” below.

Should we able to raise sufficient funds for exploration, we anticipate do the following activities for the Karasu property:

	1)	prepare a 1:10,000 scale geological map

	2)	prepare a 1:5,000 topographical map

	3)	conduct a 300-400 sample geochemical surface sampling program and subsequently develop element-by-element geochemical maps

	4)	conduct an approximate 50 sample petrographic sampling program

	5)	develop a list of priority drilling targets

Our expenditures toward the exploration of our mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of exploration do not reveal viable commercial mineralization, we may decide to abandon our claims and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

Peek Claims

As described in our previous filings, we have taken a phased approach to our exploration efforts on the Peek Claims, and have received a geological report on the results of Phase III of our program with further recommendations from our geological consultant of additional activities prior to engaging in Phase IV of our plan. In his report, our geologist recommended that, prior to proceeding with Phase IV, further geological engineering should be undertaken to define the exact source areas for the known and new vein float material. Our geologist recommended reserving a total of $10,000 for a two-stage delineation program prior to commencing Phase IV of our exploration program. We proceeded with our geologist’s recommendation and completed the first phase of the delineation program during the summer exploration season of 2006. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization following completion of Phase I of the delineation program.

Our decision to proceed to Phase IV of our initial exploration program will be made based on factors such as other business opportunities, the final assay results and the recommendations of our geologist, the grades of any mineralization found, the size and extent of the mineralized zones, and the strength of metal prices in international markets. Phase IV is currently estimated to cost $120,000. Given our current working capital situation and the costs of implementing Phase IV of our exploration program, we currently do not anticipate implementing Phase IV in the foreseeable future. See “Liquidity and Capital Resources” below.

Planned Expenditures:

During the exploration stage, Alastair Neill, our President, Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer, Dr. Veltheer, Mr. MacPherson and Mr. Pekeler, will only be devoting approximately twenty hours per week of their time to our business. We do not foresee this limited involvement as negatively impacting the Company over the next twelve months. All exploratory work on our Yukon mining properties, if any, is being performed by our geological consultant, Mr. Timmins, who contracts with appropriately experienced parties to complete work programs. All exploratory work on our Turkish mining properties will be conducted by our partner, Anadolun. However, if as a result of our acquisition efforts, the demands of our business require more business time of Mr. Neill or Dr. Veltheer, such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, they are prepared to adjust their timetable to devote more time to our business.

We anticipate that we will require capital for the following expenses over the next twelve months relating to our continued operations:

		Planned Expenditures over
		the Next Twelve Months
Category		(US$)
Mineral Exploration Expenses	$	370,000
General and Administrative Expenses	$	150,000
Professional Fees	$	150,000
TOTAL 12-MONTH BUDGET	$	670,000

The Company previously issued four separate 6% convertible debentures with principal amounts totaling $585,000 which were due and payable on December 31, 2008, extended to December 31, 2010. Interest is payable at the option of the Company in cash or shares. As at November 30, 2011, the Company had settled all of these convertible debentures based on the following terms: one of these convertible debentures in the principal amount of $125,000 through the issuance of 790,651 shares of the Company’s common stock; one of these convertible debentures in the principal amount $110,000 through the issuance of 670,262 shares of the Company’s common stock; one of these convertible debentures in the principal amount of $200,000 through the issuance of 1,360,715 shares of the Company’s common stock; one of these convertible debentures in the principal amount of $150,000 through the issuance of 952,910 shares of the Company’s common stock

We will require $250,000 for mineral and exploration expenses for the Karasu Property. We also maintain our position in mining claims in our mineral property referred to as the Peek Claim. In the event we decide to proceed with Phase IV of our exploration program, which is estimated to cost $120,000, we will need to obtain financing of nearly $911,000 to fund exploration, operating expenses and our working capital deficit.

As of November 30, 2011, we had a working capital deficit of $241,230. We do not expect our business to achieve profitability in the near future as we expect to continue to incur substantial acquisition, development and operating expenses. We will require additional funding to fund our working capital requirements. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debt to fund our estimated general administration, exploration and other working capital requirements.

Currently, we do not have any financing arrangements in place and there is no assurance that we will be able to obtain sufficient financing to fund our capital requirements. If we do not obtain the necessary financing, then our plan of operation will be scaled back according to the amount of funds available. The inability to raise the necessary financing will severely restrict our ability to continue exploration programs or acquisition activities as planned.

ITEM 1A. RISK FACTORS.

Not required for smaller reporting companies.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not required for smaller reporting companies.

ITEM 2. PROPERTIES.

KARASU PROPERTY

The Karasu Rare Earth Metals Project consists of a single 1480.9 ha Heavy Minerals Placer concession in Sakarya Province of Northern Turkey. The coordinates of the concession are described in Table 1 and Map 1 below. Historical exploration on the property by Turkey’s Directorate General of Mineral Research and Exploration indicate excellent potential for further development of Rare Earth element extraction.

Table 1:

Mining in Turkey

The fabled wealth of Croesus, the king of Lydia in 6th century, B.C., came from the placer mining of gold in western Turkey. The island of Cyprus, from which the word ‘cupros’ or copper is derived, lies 32 km south of Turkey and was the source of copper for many Mediterranean cultures. The historic name of Turkey and the peninsula that forms the Asian part of Turkey is known as Anatolia, ‘Anadolu’ in Turkish, which means several things including ‘the mother lode.’

The continents of Africa, Asia and Europe all meet under Turkey. The African and Arabian plates join there. With two subduction zones and three crunching plates, Turkey is mineral-rich and the potential for new base and precious metals discoveries using modern exploration techniques is considerable, however, few of the mineralized areas of Turkey’s mining districts have been adequately explored.

Evidence of mining dating back over nine thousand years and a complex geology reflected in the diversity of its industrial mineral deposits and base metal reserves, it comes as a bit as a surprise to learn that the modern mining industry in Turkey is still in its infancy.

The lack of access to foreign capital during the last decades, a protective mining legislation and the “explore as you mine” mentality has left most of the rich and diverse mineral deposits untouched.

Recent reform of the Turkish mining legislation in favor of private and foreign investors, and the fast growing demand for metallic commodities has motivated local companies to cooperate with international partners and to push the lagging mining industry up to modern standards.

The injection of foreign capital, technology and know-how into a relatively young market has changed the outlook for the development of the country’s over 4,400 identified mineral deposits.

Rare Earth Elements

Rare earth elements (REEs) are a group of 17 elements on the periodic table, used extensively in high-technology applications like mobile phones, electric vehicles and low carbon technologies. It is the unique chemical and physical properties of REEs, such as their high thermal and electrical conductivity, magnetism, luminosity, catalytic and optical properties, make them indispensable components of high-tech applications.

Many of today’s industries face the challenge to develop higher performing products within increasingly stringent environmental and energy efficiency guidelines. The following table outlines some of the critical applications made possible by the use of REEs:

REE Applications
Element	Example Applications

Light REEs:
Scandium	metal alloys for the aerospace industry
Yttrium	phosphors, ceramics, metal alloys
Lanthanum	batteries, catalysts for petroleum refining
Cerium	catalysts, polishing, metal alloys
Praseodymium	improved magnet corrosion resistance, pigment
Neodymium	high power magnets for laptops, lasers
Promethium	eta radiation source
Samarium	high temperature magnets, reactor control rods

Heavy REEs:
Europium	liquid crystal displays, fluorescent lighting
Gadolinium	magnetic resonance imaging contrast agent
Terbium	phosphors for lighting and display
Dysprosium	high power magnets, lasers
Holmium	the highest power magnets known
Erbium	lasers, glass colorant
Thulium	ceramic magnetic materials under development
Ytterbium	fibre optic technology, solar panels
Lutetium	X-ray phosphors

REE Mining

95% of the world’s REEs originate from just two mineral sources, Bastnaesite and Monazite. Each of these minerals contains different percentages of the 17 rare earth elements. The intrinsic mix of REEs found in various minerals, plus their similar electrical, magnetic and chemical characteristics makes separation of the single elements a complex task for highly skilled specialists.

Black Sea Heavy Mineral Sands

The Turkish Black Sea Coast where the Company’s Karasu property is located contains substantial reserves of heavy-mineral sands with high, economically feasible grades of monazite, rutile, ilmenite and magnetite. Monazite

The monazite portion of the identified heavy mineral sand deposits at the Turkish Black Sea coast are of the monazite-(Ce) composition. Typically, monazite-(Ce) contains about 45 - 48 % cerium, 24% lanthanum, 17% neodymium, 5% praseodymium, and minor quantities of samarium, gadolinium, and yttrium.

Monazite placer deposits are economically proven sources of Rare Earth Oxides (REOs) and can be mined and separated with simple, cost-efficient infrastructure. The barrier for a project-feasibility is therefore lower and the time from mine to market much shorter compared to other types of REE deposits.

The Monazite deposits at the Turkish Black Sea coast have been originally identified by MTA, the Turkish General Directorate of Mineral Research & Exploration. Geomorphological studies conducted in the area showed favorable mineral assemblage suites and formations for heavy minerals.

Mining of Heavy Mineral Sands is performed by open-pit methods, which may include wet techniques such as dredging or dry methods using trucks, loaders, scrapers and bulldozers.

The heavy mineral fractions of the ore are recovered by screening and gravity concentration. Minerals are separated by the use of cones, spirals, and shaking tables. The final concentration of the monazite is done using high-tension electrostatic separators and by magnetic separators of different intensities.

PLACER MINING AND PROCESSING

PEEK CLAIMS

We purchased a 100% interest in eight mineral claims known as the Peek Claims, located in Canada’s Yukon Territory, from Glen MacDonald of Vancouver, British Columbia, by an agreement dated November 2, 2001, for consideration of $2,500. At the time of the acquisition of the Peek Claims, we were seeking a potential high-grade gold/silver project. There was, at the time, an extensive technical file available detailing the history of exploration on the Peek Claims property. We also considered the existence of a nearby milling plant as advantageous. Mr. Timmins, P.Eng. and Mr. Laurie Stephenson, P.Eng. were involved in assisting us in the selection process.

The Yukon Quartz Mining Act (the “YQMA”) and its regulations govern the procedures involved in the location, recording and maintenance of mineral titles in the Yukon Territory. The YQMA also governs the issuance of quartz mining licenses which are long-term licenses to produce minerals. Under the YQMA, title to Yukon quartz mineral claims can only be held by individuals or Yukon corporations. Because of this regulation, Barclay McDonald, Glen MacDonald’s son, is holding the mineral claim in trust for us until we can determine whether there are significant mineral reserves on our claim. If we determine that there are significant mineral reserves on our claim we will incorporate a Yukon subsidiary to hold title to the claim and Barclay MacDonald will transfer the mineral claim to the subsidiary. The transfer will be at no cost to us other than the costs associated with the incorporation of the Yukon subsidiary.

Location, Infrastructure and Access

The Peek Claims cover a broad northwest trending ridge south of Pugh Peak (referred to locally as “Gold Hill”), extending from the Wheaton River to Hodnett Lakes. The property lies 40 km south of Whitehorse, the capital of the Yukon Territory, at geographical coordinates 60 16’N latitude, 135 06’W longitude, see Figures 1 and 2 below. Whitehorse is a modern city with a population of 25,000, with most services available for conducting mineral exploration. Daily scheduled flights link the city with Vancouver, British Columbia, Edmonton, Alberta and Fairbanks, Alaska.

The Peek Claims are accessible via an all-weather gravel and paved government-maintained road system which includes a tidewater port road link to Skagway, Alaska. The claims are linked by a secondary road with the Mount Skukum gold mill approximately 12.4 miles away. The Mount Skukum gold mill is a modern gold and silver production facility that is capable of producing both doré bars and metal concentrates depending on the type of ore being processed. The mill is currently idle.

The Alaska and Klondike Highways, and the Wheaton River-Mount Skukum all-season gravel road provide access to the area. A four-wheel drive road follows Thompson Creek from the Wheaton Road to the property. Presently access to the Peek Claims is on foot, by all terrain vehicles or by helicopter because the road is closed by a slide. Further exploration of the property would require approximately $2,000 of road construction work to make the road accessible. We intend to initiate road construction work to make the road accessible prior to commencing Phase IV of our recommended exploration program, as described below.

Physiography, Climate and Vegetation

The Wheaton River district lies in the Boundary Ranges of the Coast Mountains, a rolling uplands area featuring prominent peaks and steep-walled stream and river valleys. Glacial action has modified major river valleys to deep U-shaped drainages with terrace and outwash deposits. Topographically, the area becomes progressively more severe to the southwest, culminating in mountains and ice fields at the headwaters of the Wheaton and Watson Rivers.

A maximum elevation of 6,069 feet is reached on the Peek Claims while the lowest lying feature nearby is Wheaton River at 2,900 feet. The claims cover a barren northwest-trending ridge extending from the Wheaton River to Hodnett Lakes. Outcrop is common on steep slopes descending from the rounded ridge top. The effects of local alpine glaciation are evident on the northern side of Pugh Peak, where cirques and tarns are present. The upland portion of Gold Hill is a rolling grassy plain with outcrop of less than 5%. Consequently most of the geological interpretation is based upon bulldozer trenches to expose bedrock at depths of ranging from six to sixteen feet.

Southwestern Yukon has a dry sub-arctic climate, locally modified by the Pacific Ocean. Summer temperatures average 12°C and annual precipitation totals approximately sixteen inches. The exploration season lasts from May until October.

Vegetation in the upland consists of dwarf grasses, moss and lichen. Timber is restricted to the main valleys at elevations below 3,936 feet.

History of Exploration

The Peek Claims property has been progressively explored since 1983 with work to date including road construction, bulldozer trenching, grid controlled geophysical, geochemical, and geological surveying and prospecting.

The Wheaton River/Lake Bennett district was first explored by prospectors traveling along the major lakes and rivers of southwestern Yukon in the early 1890’s. More intensive exploration began in 1906 after the discovery of free gold and gold-silver tellurides on Gold Hill. Wagon roads were built along the Wheaton River, Thompson Creek and Stevens Creek to provide access to numerous adits and pits on Mount Anderson. Limited mining of high grade gold and silver bearing ore occurred on the Gold Reef vein at the northeastern end of Gold Hill and on the Becker-Cochran (Whirlwind) property on the west face of Mount Anderson.

From the mid 1920’s to the late 1960’s, little exploration of significance took place. By the 1970’s, many of the old showings were restaked as an increase in the value of base and precious metals rekindled the interest of prospectors and mining companies in the area. The Venus and Arctic mines again operated on Montana Mountain from 1969 to 1971. The Venus Mine was again rehabilitated during 1980 to 1981 and a new mill was installed at the southern end of Windy Arm, but no ore was processed.

On the area covered by the Peek Claims, recent exploration started in 1984 to 1985 when the Wheaton River Joint Venture performed prospecting, grid development, mapping, geochemical and geophysical surveys, bulldozer trenching and road building. Mineralized quartz veins and stockworks were discovered in several locations along a five kilometer long ridge on the claim property. The property was owned by the Wheaton River Syndicate from 1983 to 1986.

During 1987 and 1988, Ranger Pacific Minerals Ltd. and others conducted additional geochemical and geophysical surveys. Also, blast trenching work was undertaken to better define target zones previously identified and to further explore the property. The Peek Claims property was owned by Ranger Pacific Minerals Ltd. from 1987 to 1990.

During the period from 1991 to 2001, the property was owned by Glen MacDonald of Vancouver, British Columbia. From 1991 to 2001, exploration work on the property has included bulldozer trenching, road construction, geological mapping and prospecting. Exploration work conducted from 1984 to 1998 covered most of the Gold Hill area, including but not limited to, the area of the Peek Claims.

In 2001, we purchased a 100% interest in the Peek Claims from Glen MacDonald by way of a purchase agreement dated November 2, 2001.

Although exploratory work on the claims conducted by prior owners has indicated some potential showings of mineralization, we are uncertain as to the reliability of these prior exploration results and thus we are uncertain as to whether a commercially viable mineral deposit exists on our mineral claims. Further exploration of these mineral claims is required before a final determination as to their viability can be made.

Mineralization

Precious metal values to date have occurred on the Peek Claims in two types of quartz veins: (i) quartz veins up to 6.5 feet wide in granite and meta-sedimentary/metavolcanic rocks, and (ii) narrow quartz and/or quartz-calcite veins in limestones, quartzites and schists; and silver occurs disseminated in siliceous pyritic schist.

Quartz veins in the first group have a general northwest orientation and are continuous over long distances. The Gold Reef vein on the northwest end of Gold Hill is considered a typical example, and has been traced by underground workings, and surface pits for over 984 feet where the average width has been 5 feet.

Quartz and quartz-calcite veins appear less continuous and have more random orientations. They are generally spatially related to Eocene intrusive rocks.

Alteration and accessory minerals present around the vein systems include clays (kaolinite, alunite) black and green chalcedonic breccias, fluorite, barite, pyrite and hematite. Carbonatization is common in andesitic rocks near veins, and carbonatization and massive chloritization are present in the shear zones in andesitic rocks.

Mineralization on the Peek Claims occurs as either of the following veins and siliceous stockworks:

	1.	Epithermal gold-silver veins associated with northeast-trending normal faults hosted with bi- modal calc-alkaline andesitic volcanics of the Skukum Group and associated with Eocene rhyolite porphyry dykes outside the volcanic complex.

	2.	Gold-silver and telluride bearing quartz veins spatially related to the “Tally-Ho Shear Zone”, sheared and chloritized mafic volcanic rocks and nearby sheared or unsheared granitic rocks and Jurassic Laberge Group arkosic sedimentary rocks.

Compliance with Governmental Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in the Yukon Territory. The main agency that governs the exploration of minerals in the Yukon Territory, Canada, is the Minerals Management Branch of the Yukon Department of Energy Mines and Resources.

The material legislation applicable to us is the YQMA, administered by the Minerals Management Branch. The YQMA and its regulations govern the procedures involved in the location, recording and maintenance of mineral titles in the Yukon Territory. The Government of the Yukon Territory retains freehold ownership of the land which is subject to the mineral claims.

All mineral exploration activities carried out on a mineral claim or mining lease in the Yukon must be in compliance with the Yukon Quartz Mining Land Use Regulations (the “Yukon Regulations”). The Yukon Regulations apply to all mines during exploration, development, construction, production, closure,reclamation and abandonment. Also, the Yukon Regulations contain standards for exploration activities including construction and maintenance, site preparation, drilling, trenching and work in and about a water body. An annual exploration expenditure of approximately $80 per claim is required by the YQMA to maintain the claims in good standing. Alternatively an annual payment of approximately $80 per claim in lieu of work is sanctioned by the YQMA to maintain claims in good standing. Our annual cost of compliance with the YQMA is presently approximately $672 per year.

We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused, i.e. refilling trenches after sampling or cleaning up fuel spills.

Recommendation of Geological Report and Geological Exploration Program

In June 2002, we hired Mr. W. Timmins, P.Eng to provide an initial Geological Report on the Peek Claims. Mr. Timmins has 39 years experience as a consulting geologist. He graduated from the Provincial Institute of Mining in Haileybury, Ontario, Canada in 1956 and attended Michigan Technological University from 1962 to 1965. He has been a licensed professional Engineer (Geology) in British Columbia since 1969. The purpose of this report was to evaluate the area of the claim group, and the prior exploration work conducted on the claims, and to recommend an exploration program. This review was based upon previous explorations performed on the Peek Claims, including soil geochemical and electromagnetic surveys, geological mapping, bulldozer and blast trenching and underground drifting. Mr. Timmins is familiar with the Peek Claims, having consulted on exploration programs conducted there during the 1980’s and later visited the property in 1999 and 2001. In his geological report, Mr. Timmins, recommended that a four phase exploration program, at an estimated cost of $140,000, be undertaken on the property to assess its potential to host high grade gold mineralization within quartz and sulphide veins. The four phase program consists of the following:

*Phase*	*Exploration Program*	*Status*	*Cost*
Phase I	Compilation of previous exploration data, and geological analysis of the data.	Completed in August 2002.	$5,000
Phase II	Detailed field examination and study of known mineral zones including localized geophysical surveys.	Completed in December 2003.	$10,000
Phase III	Detailed field examination of potential exploration sites, including geological mapping, localized geophysical surveys and sampling using the knowledge obtained from the known exploration areas.	Completed April 2006.	$5,000
Phase IV	Test diamond drilling (to 1,200 metres) of the targets delineated within the potential exploration sites.	To be determined subject to availability of exploration funds and the results of exploratory work.	$120,000

Contingent upon favorable results of Phase I and Phase II of our geological exploration program, Mr. Timmins recommended a further Phase III program of geological mapping, geophysical surveying and sampling, to select targets for the Phase IV drilling program consisting of 1,200 metres (approximately 3,936 feet) of diamond drilling, again contingent upon favorable results of Phase III. A Phase IV drilling program would be dependent upon a number of factors such as the geologists’ recommendations based upon previous phases and our available funds. See “Present Condition of the Property and Current State of Exploration” below.

The projected costs of each phase of our exploration program included provision for mobilization and support costs. The expenditures made by us in the exploration of our mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

We have complete Phases I through III of the recommended exploration program. In the event that we proceed with Phase IV, we intend to implement a drilling program which will target any mineralized zones or zones of interest identified in earlier phases’ exploration results. The results of any drilling will be used to assess whether further geological exploration and drilling of identified mineralized areas is warranted. The funding required for the drilling program and our ability to complete the drilling program is expected to be dependent on the amount of funds we have available for exploration and our exploration priorities. Completion of our planned Phase IV drilling program is estimated to cost $120,000 and is expected to include the following:

	(a)	Hiring of local contractors familiar with the mining region and drill conditions to perform the drilling operations and supply the drill and all other equipment and drill technicians required to perform the drilling operations;

	(b)	Oversight of drilling program by a Professional Mining Engineer or Certified Geologist;

	(c)	Outside laboratory analysis, particularly for prospective lode gold;

	(d)	In-house and external review of results, including any feasibility studies; and

	(e)	Hiring of lab technicians.

The primary expenses related to the drilling program are expected to be labor and contract costs, including transportation and on-site support.

The number of personnel involved in the drilling is expected to be four drilling personnel and/or a foreman and geologist. All personnel are expected to be contract employees. The geologist is expected to be the onsite technical person who will be able to evaluate and direct the program. We believe these types of contract employees are readily available, if needed.

We currently do not plan to execute our Phase IV exploration strategy during fiscal 2011.

Present Condition of the Property and Current State of Exploration

In years prior to 2011, we conducted exploration activities on the Peek Claims to determine whether there is commercially exploitable gold and silver mineralization or other metals. The following is a summary of the status of our exploration program on the Peek Claims:

Summary of Phase I – Exploration Program Results

The results of our Phase I exploration program delineated three main zones of mineralization in addition to other mineralized showings that warrant additional exploration work. The three main mineralization zones identified by our geologist are described as follows:

(i)

the North grid, containing moderate gold-silver and silver-lead soil geochemical anomalies and include intense “spot” highs;

	(ii)	the north end of Gold Hill which has a moderate to strong VLF-EM conductor and significant gold and silver values in quartz veins carrying galena and tetrahedrite occurring in the gully at the north end of Gold Hill and in float trains on the ridge top of Gold Hill; and

	(iii)	the south end of Gold Hill, in which gold-silver bearing galena and tetrahedrite mineralization has been identified.

Our geologist concluded that the results of Phase I warranted a further program of exploration.

Summary of Phase II – Exploration Program Results

The second phase consisted of detailed geophysical surveys utilizing new and more sensitive geophysical techniques to enhance the data that previously existed on the claims. Our work focused specifically upon the already known areas which our consultant had indicated may host minerals. This phase also included a detailed field examination and study of known mineral zones including localized geophysical surveys. Phase II was completed in late 2003 and we received a geological report on the results in April, 2004.

The results of our Phase II exploration program confirmed the anomaly concerning the gold-silver bearing galena and tetrahedrite mineralization developing along the contacts on the north and south ends of Gold Hill. The anomaly was confirmed in the more detailed “vector geophysics survey” and warrants further exploration according to our geologist. Our geologist concluded that the results of Phase II confirmed that the geological review identified areas which warranted a further program of exploration. The report recommends further evaluation of data obtained from the detailed geophysical surveying, which demonstrated that the areas evaluated have a geophysical signature that could indicate an unseen depth or length extent, and recommended further geological surveying and sampling to identify and confirm targets for the Phase IV drilling.

Summary of Phase III – Exploration Program Results

In 2005, our geologist visited the Peek Claims property to conduct testing on areas of interest indicated by Phase II of our geological program for prospective gold-silver mineralization. New showings were located and sampled. The samples were submitted for analysis and we received our geologist’s report with the assay result of Phase III in April 2006.

According to the Phase III report, during the 2005 exploration season, our geologist completed detailed prospecting and geological investigation of a portion of the claims with geophysical anomalies identified during 2003. Samples of vein material present as “float” were collected, reviewed and submitted for geochemical analysis. Our geologist confirmed that the original epithermal vein systems contained copper, whereas the 2005 discovery contained copper in silver-deficient chalcopyrite. Six samples returned copper values ranging from 1,030 parts per million (ppm) (0.100%) to 4,974 ppm (0.497%) while two samples contained trace amounts.

In April 2006, we received the geological report on the results of Phase III of our 2005 exploration program. During the 2005 exploration season we completed detailed prospecting and geological investigation of a portion of the claims with geophysical anomalies identified during 2003. Samples of vein material present as “float” were collected, reviewed and submitted for geochemical analysis. Our geologist concluded that these results confirm earlier sample analyses by the Company and others. Prior to proceeding with Phase IV, our geologist recommends further geological engineering on the Peek Claims properties to define the exact source areas for the known and new vein float material because frost action may have moved the vein material further than originally assumed. Our geologist recommends a total of $10,000 to be reserved for a two stage delineation program.

During the summer exploration season of 2006, we proceeded with the first phase of the delineation program. A field crew selected one of the sample sites and excavated a pit nearby, upslope, to examine the soil profile and suggest where the bedrock source for the float might occur. Boulder-rich overburden was present to a depth of seven feet, including more fragments of sulphide-rich quartz. Below seven feet the ground is frozen by permafrost and the quartz vein fragments discontinued. Thus, our geologist concluded the source of the float lies further upslope and perhaps is within the geophysical conductors located earlier. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization.

Phase IV – Exploration Program

In the event that we proceed with Phase IV of our exploration program, we will implement a drilling program expected to take place over a period of two weeks, which will target any mineralized zone or zones of interest identified in our Phase I, II and III exploration results. The results of any drilling will be used to assess whether further geological exploration and drilling of identified mineralized areas is warranted. The funding required for the drilling program and our ability to complete the drilling program will be dependent on the amount of funds we have available for exploration and our corporate priorities.

We will not be able to determine whether or not our mineral claims contain a commercially exploitable mineral deposit, or reserve, until appropriate exploratory work is done and an economic evaluation based on that work concludes economic viability.

Peek Claim Status

The Peek claims are located in the Whitehorse Mining District of Yukon Territory. The property consists of eight claims as detailed in Table 1 below. Claims such as these are administered under the provisions of the YQMA by the supervising mining recorder located in Whitehorse. An annual exploration expenditure of approximately $80 per claim is required by the YQMA to maintain the claims in good standing. Alternatively an annual payment of approximately $80 per claim in lieu of work is sanctioned by the YQMA to maintain claims in good standing. Our annual cost of compliance with the YQMA is presently approximately $672 per year.

Table 1 - Claim Status

Claim Name	Grant Numbers	Current Expiry Date
PEEK 1-8	YC 19158 – 165	August 19, 2012

COMPETITION

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

EMPLOYEES

We have no employees as of the date of this Annual Report on Form 10-K. We generally conduct our business through agreements with consultants and arms-length third parties.

ITEM 3. LEGAL PROCEEDINGS.

Neither we nor any of our properties are currently subject to any material legal proceedings or other regulatory proceedings.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

Our common stock is quoted on the Over the Counter (OTC) Bulletin Board which is sponsored by the Financial Industry Regulatory Authority, Inc. (FINRA). The OTC Bulletin Board is a network of security dealers who buy and sell stock. The dealers are connected by a computer network which provides information on current “bids” and “asks” as well as volume information. The OTC Bulletin Board is not considered a “national exchange.”

Our common stock is traded on the FINRA OTC Bulletin Board under the symbol “BLAK”

Prior to November 7, 2011, the Company’s common stock was quoted in the OTCBB under the ticker symbol “TXVN”. The following table shows the high and low bid information for the common stock for each quarter of the fiscal years 2010 and 2011.

Fiscal Year	Low Closing	High Closing

2010
First Quarter	$0.04	$0.80
Second Quarter	$0.24	$0.50
Third Quarter	$0.26	$0.26
Fourth Quarter	$0.05	$0.26

2011
First Quarter	$0.05	$0.15
Second Quarter	$0.14	$0.25
Third Quarter	$0.08	$0.17
Fourth Quarter	$0.10	$0.55

The above quotations reflect inter-dealer prices, without retail mark-up, markdown or commission and may not necessarily represent actual transactions.

The closing price of our common stock on the FINRA OTCBB was $0.17 on March 12, 2012.

Holders of Record

As of March 12, 2012, there were 21 shareholders of record of our common stock with an unknown number of additional shareholders who hold shares through brokerage firms.

Dividends

We have not paid any dividends and do not anticipate the payment of dividends in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

	Number of Securities	Weighted Average	Number of Securities
	to be Issued Upon	Exercise Price of	Remaining Available
	Exercise of	Outstanding Options,	for Future Issuance
	Outstanding Options		Under Equity
			Compensation Plans
			(Excluding Securities
			Reflected in Column
			(a)
Plan Category	(a)	(b)	(c)
Equity Compensation Plans Approved By Security Holders	Not Applicable	Not Applicable	Not Applicable
Equity Compensation Plans Not Approved By Security Holders	3,375,000	0.20	1,625,000

Issuer Purchase of Equity Securities

During our fiscal year ended November 30, 2011, neither the Company nor any of its affiliates repurchased shares of common stock of the Company.

Recent Sales of Unregistered Securities

During our fiscal year ended November 30, 2011, the Company issued the following unregistered securities:

On January 4, 2011, the Company issued 1,496,853 common shares at $0.20 per share to settle a convertible debenture of $265,000 and accrued interest of $34,371.
On January 4, 2011, the Company issued 670,262 common shares at $0.20 per share to settle a convertible debenture of $110,000 and accrued interest of $24,052.
On January 4, 2011, the Company issued 92,827 common shares to settle a debt of $8,452.
On July 19, 2011, the Company issued 2,250,000 units at $0.10 per unit for total proceeds of $225,000. Each unit consists of one share of common stock and one common share purchase warrant. Each warrant is exercisable to acquire one share of common stock at an exercise price of $0.25 per warrant share for a period of two years.
On September 13, 2011, the Company issued 689,918 common shares at $0.20 per share to settle a promissory note payable of $100,000 and accrued interest of $37,984.
On September 13, 2011, the Company issued 952,910 common shares at $0.20 per share to settle a convertible debenture of $150,000 and accrued interest of $40,582.
On October 28, 2011, the Company issued 250,000 units at $0.10 per unit for total proceeds of $25,000. Each unit consists of one share of common stock and one common share purchase warrant. Each warrant is exercisable to acquire one share of common stock at an exercise price of $0.25 per warrant share for a period of two years.
On November 30, 2011, the Company issued 1,360,715 common shares at $0.20 per share to settle a convertible debenture of $200,000 and accrued interest of $72,143.

Subsequent to our fiscal year ended November 30, 2011, the Company issued the following unregistered securities:

As of November 30, 2011, the Company received subscriptions for 900,000 units at $0.10 per unit for total proceeds of $90,000. The units have not been issued to the subscriber. Each unit will consist of one share of common stock and one common share purchase warrant. Each warrant will be exercisable to acquire one share of common stock at an exercise price of $0.25 per share for a period of two years.
On January 5, 2012, the Company closed the Earn In Agreement and Lease Agreement described in Note 4(b) and issued 2,000,000 shares to the vendor.

The foregoing shares of common stock were issued by the Company in private placements in the United States to “accredited investors” as defined in Rule 501(a) of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to an exemption from the registration requirements of the Securities Act provided by Rule 506 of Regulation D and outside the United States to non-U.S. persons in off-shore transactions pursuant to an exemption from registration requirements of the Securities Act available under Rule 903 of Regulation S of the Securities Act.

ITEM 6. SELECTED FINANCIAL DATA.

Not required for smaller reporting companies.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

General

This discussion and analysis should be read in conjunction with the accompanying financial statements and related notes. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors. The discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date and reported amounts of revenue and expenses during the reporting period. On an on-going basis the Company reviews its estimates and assumptions. The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual results are likely to differ from those estimates under different assumptions or conditions, but the Company does not believe such differences will materially affect our financial position or results of operations. Critical accounting policies, the policies the Company believes are most important to the presentation of its financial statements and require the most difficult, subjective and complex judgments, are outlined below in “Critical Accounting Policies,” as disclosed in this Form 10-K.

Plan of Operation

As a result of our failure to generate substantial revenues since our inception, we have not been satisfied with our initial business plan. We reviewed current state of our business in detail with consultants in order to evaluate the progress of our mining business. During the past year we continued to develop our current mining business and we completed the Karasu Acquisition.

Karasu

Should we able to raise sufficient funds for exploration, we anticipate do the following activities for the Karasu property:

	6)	prepare a 1:10,000 scale geological map

	7)	prepare a 1:5,000 topographical map

	8)	conduct a 300-400 sample geochemical surface sampling program and subsequently develop element-by-element geochemical maps

	9)	conduct an approximate 50 sample petrographic sampling program

	10)	develop a list of priority drilling targets

Our decision to proceed with an initial exploration program will be made based on factors such as other business opportunities, the final assay results and the recommendations of our geologist, the grades of any mineralization found, the size and extent of the mineralized zones, and the strength of metal prices in international markets. The current phase is estimated to cost $250,000. Given our current working capital situation and the costs of implementation of our exploration program, it is uncertain of we will be able to complete the exploration program. See “Liquidity and Capital Resources” below.

Peek Claims

Phase I of our exploration program, which consisted of a geological review of prior exploration work on the Peek Claims, was completed in the summer of 2002 at a cost of $5,000. Phase II of the recommended geological exploration program cost $10,000 and was completed in late 2003. Based on the results of Phase II of our exploration program, we proceeded with Phase III of our exploration program which was substantially completed during the summer exploration season of 2005. On April 11, 2006, we received the geological report on the results of Phase III of our exploration program.

In his report, our geologist recommended that, prior to proceeding with Phase IV, further geological engineering should be undertaken to define the exact source areas for the known and new vein float material. Our geologist recommended reserving a total of $10,000 for a two-stage delineation program prior to commencing Phase IV of our exploration program. We proceeded with our geologist’s recommendation and completed the first phase of the delineation program during the summer exploration season of 2006. A detailed, close-spaced, soil geochemical survey over the conductors using a plugger style overburden sampling drill was recommended to locate the bed rock source of the mineralization following completion of Phase I of the delineation program.

Our decision to proceed to Phase IV of our initial exploration program will be made based on factors such as the final assay results and the recommendations of our geologist, the grades of any mineralization found, the size and extent of the mineralized zones, and the strength of metal prices in international markets.

The expenditures made by us in the exploration of our mineral claims may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of exploration do not reveal viable commercial mineralization, we may decide to abandon our claims and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon our possessing sufficient capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations. This assessment will include an assessment of our cash reserves after the completion of Phase III, the price of minerals and the market for financing of mineral exploration projects at the time of our assessment.

Results of Operations

We did not earn any revenues from November 30, 2010 to November 30, 2011. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties, which is not expected for several years, if at all. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred operating expenses in the amount of $209,829 for the year ended November 30, 2011 compared with $161,278 for the year ended November 30, 2010. These operating expenses included Consulting fees of $51,797, General and administrative costs of $156,356, and loss on foreign exchange activities of $1,676. The higher operating expenses during fiscal 2011 compared to fiscal 2010 resulted from increased business activity related to exploring potential acquisitions. Costs during fiscal 2012 are anticipated to increase compared to those consulting and general and administrative expenses incurred in fiscal 2011.

We incurred a net gain in the amount of $258,964 for the fiscal year ended November 30, 2011, compared to a net loss of $44,914 for the fiscal year ended November 30, 2010. The gain was attributable primarily to a gain on settlement of debt of $457,980 during fiscal 2011 compared to $133,668 during fiscal 2010.

Liquidity and Capital Resources

As of November 30, 2011, we had a working capital deficiency of $241,230. We do not expect our business to achieve profitability in the near future as we expect to continue to incur substantial development and operating expenses. We will require additional funding to fund our working capital requirements. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock or debt to fund our estimated general administration, exploration and other working capital requirements. We believe that debt financing will not be an alternative for funding. The risky nature of this enterprise and lack of tangible assets places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until we locate mineral reserves on our mineral claims.

Our continued existence and plans for future growth depend on our ability to obtain the capital necessary to operate by the sale of equity shares. We anticipate that minimum cash requirements to fund our proposed exploration plan and continued operation will be $670,000 through November 30, 2012.

There is substantial doubt that we can continue as a going concern which raises substantial doubt that a purchaser or holder of our common stock will receive a return on his or her investment. As at November 30, 2011, we had cash of $54,123, a working capital deficit of $241,230 and an accumulated deficit of $1,428,727, and will likely continue to incur further losses as we continue our exploration program and acquisition activities. Our future is dependent upon our ability to obtain financing and upon future profitable operations from the development of our mineral properties or successfully acquiring additional properties or business opportunities. If we cannot raise sufficient capital, we may be required to liquidate our assets, issue securities or debt on terms extremely dilutive to existing shareholders or file for bankruptcy. Our financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

We have not declared or paid dividends on our shares since incorporation and do not anticipate doing so in the foreseeable future.

Off-Balance Sheet Arrangements

We had no off-balance sheet transactions.

Critical Accounting Policies

We have identified our critical accounting policies, the application of which may materially affect the financial statements, either because of the significance of the financials statement item to which they relate, or because they require management’s judgment in making estimates and assumptions in measuring, at a specific point in time, events which will be settled in the future. The critical accounting policies, judgments and estimates which management believes have the most significant effect on the financial statements are set forth below:

a)	Stock-based Compensation

	The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

b)	Financial Instruments

ASC 820, Fair Value Measurements requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value: Level 1: Applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

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

Level 3: Applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments consist principally of cash, accounts payable, amounts due to related parties, promissory notes payable and convertible debentures. Pursuant to ASC 820, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company’s convertible debentures are recorded using the amortized cost basis, with the discount amortized to interest expense over the term of the debentures. The fair value of the convertible debentures is determined using “Level 2” inputs and approximate carrying value.

The Company has operations in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Adopted Accounting Pronouncements

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

Going concern

The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, confirmation of the Company’s interests in the underlying properties, and the attainment of profitable operations. As at November 30, 2011, the Company has a working capital deficit of $241,230, and has accumulated losses of $1,428,727 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

As at November 30, 2011, the Company had cash of $54,123 on hand. The Company does not have sufficient funds to meet planned expenditures over the next twelve months, and will need to seek additional debt or equity financing to meet its planned expenditures.

Convertible Debenture

On April 10, 2007, the Company issued a 6% convertible debenture with a principal amount of $200,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on September 30, 2007, and thereafter on March 31st and September 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2010, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since September 30, 2007. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder. The Company records accretion expense over the term of the convertible debenture up to its face value of $200,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. On December 31, 2010, the Company entered into another amendment to the convertible debenture to extend the maturity date of the note from December 31, 2010 to June 30, 2011. On September 28, 2011, the Company entered into another amendment to the convertible debenture to extend the maturity date of the note from June 30, 2011, to December 31, 2011. On November 25, 2011, the Company negotiated to settle a debt settlement agreement with the holder of the convertible note. It was negotiated for interest to cease accruing on October 31, 2011. Pursuant to the agreement, the Company agreed to settle the $200,000 convertible note and $72,143 accrued interest by issuing 1,360,715 shares of the Company’s common stock with a fair value of $340,179 on November 30, 2011.

On November 19, 2007, the Company issued a 6% convertible debenture with a principal amount of $110,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on May 31, 2008, and thereafter on May 31st and November 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2010, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since May 31, 2008. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder. The Company records accretion expense over the term of the convertible debenture up to its face value of $110,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. As at November 30, 2010, $43,668 has been accreted increasing the carrying value of the convertible debenture to $109,668. As at November 30, 2010, the Company has accrued interest of $24,052. On October 29, 2010, the Company negotiated to settle a debt settlement agreement with the holder of the convertible note. Pursuant to the agreement, the Company agreed to settle the $110,000 convertible note and $24,052 accrued interest by issuing 670,262 shares of the Company’s common stock. It was negotiated for interest to cease accruing on October 1, 2010. On January 4, 2011, the Company issued 670,262 shares to the convertible note holder.

On March 11, 2008, the Company issued a 6% convertible debenture with a principal amount of $150,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on May 31, 2008, and thereafter on May 31st and November 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2010, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since May 31, 2008. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder. The Company records accretion expense over the term of the convertible debenture up to its face value of $150,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. On September 8, 2011, the Company entered into a debt settlement agreement with the holder of the note. The Company negotiated to settle the $150,000 convertible note and $40,582 accrued interest by issuing 952,910 shares of the Company’s common stock with a fair value of $76,233 on September 29, 2011.

In each case, the Company accounted for the embedded beneficial conversion feature in accordance with ASC 470-20 “Debt with Conversion and Other Options”.

The convertibles debentures that remain outstanding our due and payable and the Company has not made any interest payments pursuant to the debentures. The principal on these debentures may be converted at any time into shares of the Company’s common stock at the option of the holders, however, because we have as yet been unsuccessful in our efforts to raise equity, we do not have cash sufficient to satisfy the debentures in cash. Absent financing, we may negotiate with the holders of the convertible debentures to extend the due dates, convert them to common stock or modify terms sufficient to remove or delay the requirement to satisfy the obligations with cash. Should we be unable to reach conversion or modification of the promissory notes on terms acceptable to us, we may be required to default on the obligations.

The foregoing transactions were conducted by the Company in private placements to non-U.S. persons outside the United States in off-shore transactions pursuant to an exemption from registration available under Rule 903 of Regulation S of the United States Securities Act of 1933, as amended.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not required for smaller reporting companies.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
(An Exploration Stage Company)

November 30, 2011

	Index
Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets	F-2
Statements of Operations	F-3
Statements of Cash Flows	F-4
Statement of Stockholders’ Deficit	F-5
Notes to the Financial Statements	F-6

Report of Independent Registered Public Accounting Firm

To the Directors and Stockholders
Black Sea Metals Inc. (formerly Texada Ventures Inc.)
(An Exploration Stage Company)

We have audited the accompanying balance sheets of Black Sea Metals Inc. (formerly Texada Ventures Inc.) (An Exploration Stage Company) as of November 30, 2011 and 2010, and the related statements of operations, cash flows and stockholders' deficit for the years then ended and accumulated for the period from October 17, 2001 (Date of Inception) to November 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Black Sea Metals Inc. (formerly Texada Ventures Inc.) (An Exploration Company) as of November 30, 2011 and 2010, and the results of its operations, cash flows and stockholders’ deficit for the years then ended and accumulated for the period from October 17, 2001 (Date of Inception) to November 30, 2011 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a working capital deficiency and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ "MANNING ELLIOTT LLP"
CHARTERED ACCOUNTANTS

Vancouver, Canada

February 28, 2012

F-1

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
(An Exploration Stage Company)
Balance Sheets
(Expressed in US dollars)

		November 30,			November 30,
		2011			2010
ASSETS
Current Assets

Cash	$	54,123		$	2,720
Total Current Assets		54,123			2,720
Deposit on mineral property option (Note 4(b))		200,000			–
Investment (Note 3)		8,132			–
Total Assets	$	262,255		$	2,720

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable (Note 6(b))	$	168,221		$	119,963
Accrued liabilities (Note 5)		5,208			180,092
Due to related parties (Notes 6(c))		34,424			33,639
Promissory notes payable (Note 7)		87,500			452,500
Convertible debentures (Note 8)		–			459,285
Total Current Liabilities		295,353			1,245,479
Commitment (Note 14)
Subsequent Event (Note 16)
Nature of Operations and Continuance of Business (Note 1)
Stockholders’ Deficit
Preferred shares, 100,000,000 shares authorized, $0.001 par value;
None issued and outstanding		–			–
Common shares, 200,000,000 shares authorized, $0.001 par value;
33,127,479 shares issued and 31,516,763 outstanding (2010 – 25,363,985 shares) (Note 10)		33,127			25,364
Additional paid-in capital		1,272,502			419,568
Common stock subscribed		90,000			–
Deficit accumulated during the exploration stage		(1,428,727	)		(1,687,691	)
Total Stockholders’ Deficit		(33,098	)		(1,242,759	)
Total Liabilities and Stockholders’ Deficit	$	262,255		$	2,720

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

F-2

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
(An Exploration Stage Company)
Statements of Operations
(Expressed in US dollars)

		Accumulated
		from
		October 17, 2001
		(Date of			For the Year			For The Year
		Inception)			Ended			Ended
		to November 30,			November 30,			November 30,
		2011			2011			2010
Revenue	$	–		$	–		$	–

Operating Expenses
Amortization		798			–			–
Consulting		267,084			51,797			32,329
Exploration costs		20,091			–			–
General and administrative		792,361			156,356			122,613
Loss on foreign exchange		7,569			1,676			6,336
Mineral property costs		3,747			–			–
Total Operating Expenses		1,091,650			209,829			161,278
Loss from Operations		(1,091,650	)		(209,829	)		(161,278	)
Other Income (Expense)
Accretion of discount on convertible debentures		(234,000	)		(715	)		(4,782	)
Interest income		4,022			–			–
Interest on convertible debentures		(169,912	)		(24,377	)		(43,710	)
Interest on promissory notes		(72,353	)		(5,742	)		(20,325	)
Interest on related party loans		(8,500	)		–			–
Gain on settlement of debt		597,538			457,980			133,668
Loss on disposal of equipment		(2,075	)		–			–
Loss on write down of note receivable		(86,797	)		–			–
Loss on write down of oil and gas deposit		(365,000	)		–			–
(Provision) recovery for loan receivable (Note 9)		–			41,647			51,513
Total Other Income (Expense)		(337,077	)		468,793			116,364
Net (Loss) Income	$	(1,428,727	)	$	258,964		$	(44,914	)

Net (Loss) Income Per Share – Basic and Diluted				$	0.01		$	–

Weighted Average Shares Outstanding					28,153,389			24,375,466

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

F-3

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
Statements of Cash Flows
(Expressed in US dollars)

		Accumulated from			For the			For the
		October 17, 2001			Year			Year
		(Date of Inception)			Ended			Ended
		to November 30,			November 30,			November 30,
		2011			2011			2010

Operating Activities
Net (loss) income	$	(1,428,727	)	$	258,964		$	(44,914	)
Adjustments to reconcile net loss (income) to net cash used in operating activities:
Accretion of convertible debt discount		234,000			715			4,782
Amortization		798			–			–
Gain on settlement of debt		(597,538	)		(457,980	)		(133,668	)
Loss on disposal of equipment		2,075			–			–
Provision for loan receivable		–			(41,647	)		(51,513	)
Stock-based compensation		36,094			36,094
Write-off of oil and gas deposit		365,000			–			–

Changes in operating assets and liabilities:
Note receivable		(9,876	)		–			–
Accounts payable and accrued liabilities		445,636			90,957			88,778
Due to related parties		84,766			785			7,702
Net Cash Used in Operating Activities		(867,772	)		(112,112	)		(128,833	)
Investing Activities
Deposit on mineral property option		(200,000	)		(200,000	)		–
Acquisition of oil and gas interests		(365,000	)		–			–
(Advance) repayment of note receivable		–			41,647			41,637
Investment		(8,132	)		(8,132	)		–
Purchase of equipment		(2,873	)		–			–
Net Cash (Used In) Provided by Investing Activities		(576,005	)		(166,485	)		41,637
Financing Activities
Proceeds from common stock subscribed		90,000			90,000			–
Advances from related party loan		50,000			–			–
Repayment of related party loan		(50,000	)		–			–
Proceeds from convertible debentures		585,000			–			–
Proceeds from promissory notes payable		452,500			–			87,500
Proceeds from issuance of common shares		370,400			240,000			–
Net Cash Provided by Financing Activities		1,497,900			330,000			87,500
Increase in Cash		54,123			51,403			304

Cash - Beginning of Period		–			2,720			2,416
Cash - End of Period	$	54,123		$	54,123		$	2,720

Supplemental Disclosures
Interest paid	$	8,500		$	–		$	–
Income taxes paid	$	–		$	–		$	–

Non-cash Investing and Financing Activities
Shares issued to settle debt	$	638,134		$	584,602		$	53,532

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

F-4

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
(An Exploration Stage Company)
Statement of Stockholders’ Deficit
From October 17, 2001 (Date of Inception) to November 30, 2011
(Expressed in US dollars)
					Deficit
	Common Stock				Accumulated
			Additional	Common	During the
		Par	Paid-in	Stock	Exploration
	Shares	Value	Capital	Subscribed	Stage	Total
	#	$	$	$	$	$
Balance, October 17, 2001 (Date of inception)	–	–	–	–	–	–
Shares issued for cash at $0.0005	12,000,000	12,000	(6,000)	–	–	6,000
Net loss for the period	–	–	–	–	(4,254)	(4,254)
Balance, November 30, 2001	12,000,000	12,000	(6,000)	–	(4,254)	1,746
Shares issued for cash at $0.01	12,000,000	12,000	108,000	–	–	120,000
Net loss for the year	–	–	–	–	(21,106)	(21,106)
Balance, November 30, 2002	24,000,000	24,000	102,000	–	(25,360)	100,640
Net loss for the year	–	–	–	–	(42,929)	(42,929)
Balance, November 30, 2003	24,000,000	24,000	102,000	–	(68,289)	57,711
Net loss for the year	–	–	–	–	(19,057)	(19,057)
Balance, November 30, 2004	24,000,000	24,000	102,000	–	(87,346)	38,654
Shares issued for cash at $0.015	293,334	293	4,107	–	–	4,400
Net loss for the year	–	–	–	–	(26,580)	(26,580)
Balance, November 30, 2005	24,293,334	24,293	106,107	–	(113,926)	16,474
Net loss for the year	–	–	–	–	(85,501)	(85,501)
Balance, November 30, 2006	24,293,334	24,293	106,107	–	(199,427)	(69,027)
Beneficial conversion feature of convertible debenture	–	–	174,000	–	–	174,000
Net loss for the year	–	–	–	–	(573,579)	(573,579)
Balance, November 30, 2007	24,293,334	24,293	280,107	–	(773,006)	(468,606)
Beneficial conversion feature of convertible debenture	–	–	60,000	–	–	60,000
Net loss for the year	–	–	–	–	(517,805)	(517,805)
Balance, November 30, 2008	24,293,334	24,293	340,107	–	(1,290,811)	(926,411)
Net loss for the year	–	–	–	–	(351,966)	(351,966)
Balance, November 30, 2009	24,293,334	24,293	340,107	–	(1,642,777)	(1,278,377)

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

F-5

Black Sea Metals Inc.
(formerly Texada Ventures Inc.)
(An Exploration Stage Company)
Statement of Stockholders’ Deficit (Continued)
From October 17, 2001 (Date of Inception) to November 30, 2011
(Expressed in US dollars)
					Deficit
		Common Stock			Accumulated
			Additional	Common	During the
		Par	Paid-in	Stock	Exploration
	Shares	Value	Capital	Subscribed	Stage	Total
	#	$	$	$	$	$
Balance, November 30, 2009	24,293,334	24,293	340,107	–	(1,642,777)	(1,278,377)
Shares issued to settle debt	100,000	100	4,900	–	–	5,000
Shares issued to settle related party debt	180,000	180	8,820	–	–	9,000
Shares issued to settle convertible debenture	790,651	791	38,741	–	–	39,532
Gain on settlement of related party debt	–	–	27,000	–	–	27,000
Net loss for the year	–	–	–	–	(44,914)	(44,914)
Balance, November 30, 2010	25,363,985	25,364	419,568	–	(1,687,691)	(1,242,759)
Shares issued for cash	2,500,000	2,500	247,500	–	–	250,000
Share issuance costs	–	–	(10,000)	–	–	(10,000)
Shares issued to settle debt	2,279,607	2,279	132,399	–	–	134,678
Shares issued to settle convertible debentures	2,983,887	2,984	446,941	–	–	449,925
Common stock subscribed	–	–	–	90,000	–	90,000
Stock-based compensation	–	–	36,094	–	–	36,094
Net income for the year	–	–	–	–	258,964	258,964
Balance, November 30, 2011	33,127,479	33,127	1,272,502	90,000	(1,428,727)	(33,098)

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

F-6

Texada Ventures Inc.
(An Exploration Stage Company)
Notes to Financial Statements
November 30, 2010
(Expressed in US dollars)

1.	Nature of Operations and Continuance of Business

	Black Sea Metals Inc. (formerly Texada Ventures Inc.) (the “Company”) was incorporated in the State of Nevada on October 17, 2001. Effective November 2, 2011, the Company changed its name from Texada Ventures Inc. to Black Sea Metals, Inc. The Company is an Exploration Stage Company, as defined by ASC 915, Development Stage Entities. The Company’s principal business is the acquisition and exploration of oil and gas and mineral resources. The Company has not presently determined whether its properties contain mineral reserves that are economically recoverable.

	These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has never generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2011, the Company has a working capital deficit of $241,230 and has accumulated losses of $1,428,727 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

	As at November 30, 2011, management anticipates that the minimum cash requirements to fund its proposed exploration program and continued operations for the next twelve months will be $500,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months, and will need to seek additional debt or equity financing to meet its planned expenditures. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.

2.	Summary of Significant Accounting Policies

	a)	Basis of Presentation

		These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is November 30.

	b)	Use of Estimates

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

	c)	Earnings (Loss) Per Share

		The Company computes earnings (loss) per share in accordance with ASC 260, Earnings per Share. ASC 260 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. As at November 30, 2011, the Company has 5,875,000 dilutive securities outstanding.

F-7

2.	Summary of Significant Accounting Policies (continued)

	d)	Mineral Property Costs

		The Company is engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are capitalized in accordance with ASC 360, Property, Plant, and Equipment, when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met. In the event that a mineral property is acquired through the issuance of the Company’s shares, the mineral property will be recorded at the fair value of the respective property or the fair value of common shares, whichever is more readily determinable.

		When mineral properties are acquired under option agreements with future acquisition payments to be made at the sole discretion of the Company, those future payments, whether in cash or shares, are recorded only when the Company has made or is obliged to make the payment or issue the shares. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and feasibility, the costs incurred to develop such property are capitalized.

	e)	Stock-based Compensation

		The Company records stock-based compensation in accordance with ASC 718, Compensation - Stock Based Compensation, and ASC 505-50, Equity Based Payments to Non-Employees using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

	f)	Long-lived Assets

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

	g)	Cash and Cash Equivalents

		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

	h)	Foreign Currency Translation

		The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in a foreign currency and the Company follows ASC 830, Foreign Currency Translation. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

	i)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

F-8

2.	Summary of Significant Accounting Policies (continued)

	j)	Financial Instruments

		ASC 820, Fair Value Measurements requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

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

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

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

Our financial instruments consist principally of cash, deposit on mineral property option, accounts payable, amounts due to related parties, and promissory notes payable. Pursuant to ASC 820, the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The fair value of the convertible debentures is initially determined using “Level 2” inputs and approximate carrying value.

Assets measured at fair value on a recurring basis were presented on the Company’s balance sheet as of November 30, 2011 as follows:

Fair Value Measurements Using

Quoted Prices in

Significant

Active Markets

Other

Significant

For Identical

Observable

Unobservable

Balance as of

Instruments

Inputs

November 30,

(Level 1)

(Level 2)

(Level 3)

2011

Assets:

Cash and cash equivalents

54,123

–

54,123

Total assets measured at fair value

54,123

–

54,123

Management believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

	k)	Recent Accounting Pronouncements

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

F-9


3.	Investment

On October 25, 2011, the Company incorporated Karasu Texada Madencilik Limited Sti. (“Karasu Holdco”), a limited company, under the provisions of the Turkish Commercial Code of the Republic of Turkey, for the purposes of holding the license related to the Karasu property (Note 4). At November 30, 2011, the Company owns a 50% interest in Karasu. The investment is accounted for using the equity method of accounting as the Company’s 50% interest represents significant influence.

	Year Ended
	November 30, 2011
	Ownership	Net Book Value
	Interest	$
Beginning of year	–	–
Costs incurred to acquire interest	50%	8,132
Equity losses in Karasu	–	–
End of year	50%	8,132

4.	Mineral Properties

	a)	Pursuant to an agreement dated November 2, 2001, the Company acquired a 100% interest in eight mineral claims located in the Whitehorse Mining District, Yukon Territory, Canada known as the Peek claims for $2,500. The property is being held in trust for the Company by a third party.

	b)	During 2011, the Company entered into an earn in agreement (the “Earn In Agreement”) in negotiating a mineral property option agreement with Anadolun Madencilik Ltd. Sti, (“Anadolun”). Pursuant to the Earn In Agreement, the Company and the vendor formed a limited company incorporated under the laws of the Republic of Turkey, Karasu Texada Madencilik Limited (the “Karasu Holdco”), which is equally owned by the Company and the vendor (see Note 3). The Company is responsible for the costs to establish, administer and operate the Karasu Holdco. During 2011 the Company paid the vendor a $200,000 deposit, secured by a promissory note bearing interest at 5% per annum, and as of November 30, 2011 the mineral property option transaction was not closed. Subsequent to the 2011 fiscal year end (see Note 16) the Company and vendor closed the Earn In Agreement in conjunction with the Lease Agreement described below. The vendor is to lease its interest in the rare earth metals project located in Sakarya Province, Turkey (the “Karasu Property”) to the Karasu Holdco, and the Company, the vendor and Karasu Holdco closed a Lease and Operating Agreement (the “Lease Agreement”) on January 5, 2012. The Lease Agreement provides for the exploration, development, mining and mineral exploitation of the Karasu Property for twenty years and for so long thereafter as Karasu Holdco shall (i) in each year as may be required by law, perform an amount of work on or with respect to the Karasu Property reasonably expected to satisfy the annual assessment work requirement, pay claim maintenance fees; and (ii) implement a work program.

		Under the terms of the Earn In Agreement and the Lease Agreement which closed on January 5, 2012, the Company has the option to earn a 95% royalty interest in the Karasu Property (the “Karasu Royalty Interest”). The Karasu Royalty Interest is calculated as the net value of minerals sold or extracted less costs of mining, weighing, sampling, assaying, analysis, sales brokerage, transportation and taxes. The Company has the option to earn the 95% Karasu Royalty Interest in consideration for all of the following:

		(a)	Paying $1,000,000 to the vendor:

				$250,000 within 30 days of the Closing Date ($200,000 paid as of November 30, 2011);
				$250,000 on or before the second anniversary date of the Closing Date; and
				$500,000 on or before the third anniversary date of the Closing Date.

		(b)	Issuing 6,000,000 common shares to the vendor:

				2,000,000 common shares within 10 days of the Closing Date;
				2,000,000 common shares on or before the second anniversary date of the Closing Date; and
				2,000,000 common shares on or before the third anniversary date of the Closing Date.

		(c)	Funding exploration expenditures of $1,000,000 on the Karasu Property:

				$250,000 on or before the first anniversary date of the Closing Date;
				$250,000 on or before the second anniversary date of the Closing Date; and
				$500,000 on or before the third anniversary date of the Closing Date.

F-10


5.	Accrued Liabilities

Accrued liabilities consist of accrued interest of $Nil (2010 - $180,092) on the convertible debentures and promissory notes payable.

6.	Related Party Transactions

	a)	On September 12, 2008, Company entered into an engagement letter (see Note 14) with the Chief Executive Officer (“CEO”) who later resigned on November 30, 2010. Pursuant to the agreement, the Company incurred $Nil (2010 - $13,179) in consulting fees to a company owned and controlled by the former CEO during the year ended November 30, 2011. On October 20, 2010, the Company negotiated a settlement agreement with the former CEO. Pursuant to the agreement, the Company settled the amount owing to the former CEO by issuing 92,827 shares of the Company’s common stock with a fair value of $4,641 on January 24, 2011 (see Note 10(f)). The Company recognized a $3,811 gain on the settlement of this debt in other income.

	b)	As at November 30, 2011, accounts payable includes $3,125 (2010 - $3,125) owing to a former director for expenses incurred on the Company’s behalf.

	c)	During the year ended November 30, 2011, the Company incurred $Nil (2010 - $12,000) in consulting fees to a Director of the Company. As at November 30, 2011, $20,000 in consulting fees and $14,424 of expenditures incurred on behalf of the Company are owed to this Director. On October 14, 2010, the Company entered into a settlement agreement with this Director. Pursuant to the agreement, the Company settled $36,000 by issuing 180,000 shares of the Company’s common stock with a fair value of $9,000 on November 2, 2010. This Director is also a significant shareholder of the Company and accordingly the settlement agreement is accounted for as a related party debt settlement and is recorded as a capital transaction in the Statement of Stockholders’ Deficit (see Note 10(b)).

	d)	The Company neither owns nor leases any real or personal property. The Chief Financial Officer provides office services without charge. Such costs are immaterial to the financial statements and accordingly, have not been reflected therein.

7.	Promissory Notes Payable

	a)	On March 30, 2010, the Company entered into a promissory note with a third party for $60,000, which is unsecured, non interest bearing and due on demand.

	b)	On February 15, 2010, the Company entered into a promissory note with a third party for $27,500, which is unsecured, non interest bearing and due on demand.

	c)	On March 25, 2009, the Company entered into a promissory note with a third party for $25,000, which is unsecured, and bears interest at 5% per annum. Interest and principal are due on demand. On October 29, 2010, the Company negotiated a debt settlement agreement with the holder of the promissory note. It was negotiated for interest to cease accruing on October 1, 2010. The Company negotiated to settle the $25,000 promissory note and $1,901 accrued interest by issuing 134,503 shares of the Company’s common stock with a fair value of $6,725 on January 4, 2011 (see Note 10(d)).

	d)	On December 19, 2008, the Company entered into a promissory note with a third party for $50,000, which is unsecured, due on demand and bears interest at 5% per annum. Interest and principal are due on demand. On October 29, 2010, the Company negotiated a debt settlement agreement with the holder of the promissory note. It was negotiated for interest to cease accruing on October 1, 2010. The Company negotiated to settle the $50,000 promissory note and $4,459 accrued interest by issuing 272,295 shares of the Company’s common stock with a fair value of $13,615 on January 4, 2011 (see Note 10(d)).

	e)	On October 27, 2008, the Company entered into a promissory note with a third party for $140,000, which is unsecured, due on demand and bears interest at 5% per annum. Interest and principal are due on demand. On October 29, 2010, the Company negotiated a debt settlement agreement with the holder of the promissory note. It was negotiated for interest to cease accruing on October 1, 2010. The Company negotiated to settle the $140,000 promissory note and $13,501 accrued interest by issuing 767,507 shares of the Company’s common stock with a fair value of $38,375 on January 4, 2011 (see Note 10(d)).

F-11

7.	Promissory Notes Payable (continued)

	f)	On February 15, 2007, the Company entered into a promissory note with a third party for $50,000, which is unsecured, due on demand and bears interest at 8% per annum. Interest is payable annually due on or before February 14th of each year. On October 29, 2010, the Company negotiated a debt settlement agreement with the holder of the promissory note. It was negotiated for interest to cease accruing on October 1, 2010. The Company negotiated to settle the $50,000 promissory note and $14,509 accrued interest by issuing 322,548 shares of the Company’s common stock with a fair value of $16,127 on January 4, 2011 (see Note 10(d)).

	g)	On November 20, 2006, the Company entered into a promissory note with a third party for $100,000, which is unsecured, due on demand and bears interest at 8% per annum. On September 8, 2011, the Company negotiated a debt settlement agreement with the holder of the note. The Company negotiated to settle the $100,000 promissory note and $37,984 accrued interest by issuing 689,918 shares of the Company’s common stock with a fair value of $55,193 on September 29, 2011 (see Note 10(h)).

8.	Convertible Debentures

	a)	On April 10, 2007, the Company issued a 6% convertible debenture with a principal amount of $200,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on September 30, 2007, and thereafter on March 31st and September 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2009, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since September 30, 2007. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $80,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debenture. The Company records accretion expense over the term of the convertible debenture up to its face value of $200,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. As at December 18, 2008, $78,352 had been accreted increasing the carrying value of the convertible debenture to $198,352. As at December 18, 2008, the Company had accrued interest of $25,151. On December 31, 2010, the Company entered into another amendment to the convertible debenture to extend the maturity date of the note from December 31, 2010 to June 30, 2011. As at December 31, 2010, $136,185 had been accreted increasing the carrying value of the convertible debenture to $256,185. As at December 31, 2010, the Company had accrued interest of $57,721.

		Pursuant to ASC 470-60, Troubled Debt Restructurings by Debtors, the total future cash flows of the restructured debt was compared with the carrying value of the original debt. As the total future cash flows of the restructured debt were greater than the carrying value at the date of amendment, the carrying value of the original debt at the date of modification was not adjusted. Pursuant to ASC 470-60, a new effective interest rate was computed and used to determine interest expense for the modified debenture.

		On September 28, 2011, the Company entered into another amendment to the convertible debenture to extend the maturity date of the note from June 30, 2011, to December 31, 2011. On November 25, 2011, the Company negotiated to settle a debt settlement agreement with the holder of the convertible note. It was negotiated for interest to cease accruing on October 31, 2011. Pursuant to the agreement, the Company agreed to settle the $200,000 convertible note and $72,143 accrued interest by issuing 1,360,715 shares of the Company’s common stock with a fair value of $340,179 on November 30, 2011 (see Note 10(k)).

	b)	On November 19, 2007, the Company issued a 6% convertible debenture with a principal amount of $110,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on May 31, 2008, and thereafter on May 31st and November 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2009, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since May 31, 2008. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $44,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debenture. The Company records accretion expense over the term of the convertible debenture up to its face value of $110,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010.

F-12


8.	Convertible Debentures (continued)

Pursuant to ASC 470-60, Troubled Debt Restructurings by Debtors, the total future cash flows of the restructured debt was compared with the carrying value of the original debt. As the total future cash flows of the restructured debt were greater than the carrying value at the date of amendment, the carrying value of the original debt was not adjusted. Pursuant to ASC 470-60, a new effective interest rate was computed and used to determine interest expense for the modified debenture.

On October 29, 2010, the Company negotiated to settle a debt settlement agreement with the holder of the convertible note. It was negotiated for interest to cease accruing on October 1, 2010. Pursuant to the agreement, the Company agreed to settle the $110,000 convertible note and $24,052 accrued interest by issuing 670,262 shares of the Company’s common stock with a fair value of $33,513 on January 4, 2011 (see Note 10(e)).

	c)	On March 11, 2008, the Company issued a 6% convertible debenture with a principal amount of $150,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on May 31, 2008, and thereafter on May 31st and November 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2009, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since May 31, 2008. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $60,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debenture. The Company records accretion expense over the term of the convertible debenture up to its face value of $150,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. On December 31, 2010, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2010 to June 30, 2011. As at December 31, 2010, $91,785 had been accreted increasing the carrying value of the convertible debenture to $181,785. As at December 31, 2010, the Company had accrued interest of $33,008.

		Pursuant to ASC 470-60, Troubled Debt Restructurings by Debtors, the total future cash flows of the restructured debt was compared with the carrying value of the original debt. As the total future cash flows of the restructured debt were greater than the carrying value at the date of amendment, the carrying value of the original debt at the date of modification was not adjusted. Pursuant to ASC 470-60, a new effective interest rate was computed and used to determine interest expense for the modified debenture.

		On September 8, 2011, the Company entered into a debt settlement agreement with the holder of the note. The Company negotiated to settle the $150,000 convertible note and $40,582 accrued interest by issuing 952,910 shares of the Company’s common stock with a fair value of $76,233 on September 29, 2011 (see Note 10(i)).

	d)	On May 2, 2007, the Company issued a 6% convertible debenture with a principal amount of $125,000 which was due and payable on December 31, 2008. Interest is payable semi-annually beginning on September 30, 2007, and thereafter on March 31st and September 30th of each year, payable at the option of the Company in cash or shares. As at November 30, 2010, the Company had not made any interest payments and pursuant to the debenture has accrued default interest of 8% since September 30, 2007. The principal and accrued interest on the debenture may be converted at any time into shares of the Company’s common stock at a price of $0.625 per share, at the option of the holder.

		In accordance with ASC 470-20, Debt with Conversion and Other Options, the Company recognized the intrinsic value of the embedded beneficial conversion feature of $50,000 as additional paid-in capital and an equivalent discount which will be charged to operations over the term of the convertible debentures. The Company records accretion expense over the term of the convertible debenture up to its face value of $125,000. On December 18, 2008, the Company entered into an amendment to the convertible debenture to extend the maturity date of the note from December 31, 2008 to December 31, 2010. As at December 18, 2008, $48,933 had been accreted increasing the carrying value of the convertible debenture to $123,933. As at December 18, 2008, the Company had accrued interest of $15,267.

		Pursuant to ASC 470-60, Troubled Debt Restructurings by Debtors, the total future cash flows of the restructured debt was compared with the carrying value of the original debt. As the total future cash flows of the restructured debt were greater than the carrying value at the date of amendment, the carrying value of the original debt at the date of restructuring was not adjusted. Pursuant to ASC 470-60, a new effective interest rate was computed and used to determine interest expense for the modified debenture.

F-13


8.	Convertible Debentures (continued)

On October 14, 2010, the Company entered into a settlement agreement with the convertible note holder. Pursuant to the settlement agreement, the Company settled the $125,000 convertible note and $33,130 accrued interest by issuing 790,651 shares of the Company’ common stock with a fair value of $39,532 on November 2, 2010 (see Note 10(a)). The Company recognized a $118,598 gain on the settlement of this debt in other income.

9.	Loan Receivable

	The Company provided a note receivable of $93,160 to Royalty Exploration, LLC (“Royalty Exploration”) pursuant to a term sheet (the “Term Sheet”) signed on September 16, 2008 that set forth the principal terms upon which the Company would enter into a definitive agreement to acquire Royalty Exploration (the “REX Acquisition”) and commence a concurrent financing of $40,000,000. The note receivable was due upon the close of the REX Acquisition or, if the REX Acquisition is not consummated, in 12 equal monthly installments after the termination of the Term Sheet. The REX Acquisition was not consummated and the Term Sheet expired on May 31, 2009. Due to uncertainty as to the collectability of the loan at November 30, 2009, a provision was recorded to write off the entire amount.

	During fiscal 2010, payments of $41,647 were recovered and recorded as a recovery in other income and amounts owing to Royalty Exploration totaling $9,876 were written off pursuant to the Term Sheet as the acquisition was not consummated.

	During the year ended November 30, 2011, payments of $41,647 were recovered and recorded as a recovery in other income.

10.	Common Stock

	a)	On November 2, 2010, the Company issued 790,651 shares of the Company’s common stock with a fair value of $0.05 per share to settle a $125,000 convertible debenture and $33,130 accrued interest and a gain of $118,597 was recognized in other income on debt settlement.

	b)	On November 2, 2010, the Company issued 180,000 shares of the Company’s common stock to settle $36,000 of consulting fees owed to a Director (see Note 6(d)).

	c)	On November 2, 2010, the Company issued 100,000 shares of the Company’s common stock with a fair value of $5,000 to settle $20,000 of fees owed to a consultant and a gain of $15,000 was recognized in other income on debt settlement.

	d)	On January 4, 2011, the Company issued 1,496,853 common shares at $0.20 per share to settle promissory notes of $265,000 and accrued interest of $34,371 (see Note 7(c) to (f)). The shares had a fair market value of $0.05 per share and $224,528 was recognized as a gain on settlement of debt in other income.

	e)	On January 4, 2011, the Company issued 670,262 common shares at $0.20 per share to settle a convertible debenture of $110,000 and accrued interest of $24,052 (see Note 8(b)). The shares had a fair market value of $0.05 per share and $100,539 was recognized as a gain on settlement of debt in other income.

	f)	On January 4, 2011, the Company issued 92,827 shares of common shares with a fair market value of $0.05 per share to settle a debt of $8,452 and a gain on debt settlement of $3,811 was recognized in other income (see Note 6(a)).

	g)	On July 19, 2011, the Company issued 2,250,000 units at $0.10 per unit for total proceeds of $225,000. Each unit consists of one share of common stock and one common share purchase warrant. Each warrant is exercisable to acquire one share of common stock at an exercise price of $0.25 per warrant share for a period of two years.

	h)	On September 13, 2011, the Company issued 689,918 common shares at $0.20 per share to settle a promissory note payable of $100,000 and accrued interest of $37,984 (see Note 7(g)). The shares had a fair market value of $0.08 per share and $82,791 was recognized as a gain on settlement of debt in other income.

	i)	On September 13, 2011, the Company issued 952,910 common shares at $0.20 per share to settle a convertible debenture of $150,000 and accrued interest of $40,582 (see Note 8(c)). The shares had a fair market value of $0.08 per share and $114,349 was recognized as a gain on settlement of debt in other income.

F-14

10.	Common Stock

	j)	On October 28, 2011, the Company issued 250,000 units at $0.10 per unit for total proceeds of $25,000. Each unit consists of one share of common stock and one common share purchase warrant. Each warrant is exercisable to acquire one share of common stock at an exercise price of $0.25 per warrant share for a period of two years.

	k)	On November 30, 2011, the Company issued 1,360,715 common shares at $0.20 per share to settle a convertible debenture of $200,000 and accrued interest of $72,143 (see Note 8(a)). The shares had a fair market value of $0.25 per share and $68,036 was recognized as a loss on settlement of debt in other income.

	l)	During the year ended November 30, 2011, the Company received subscriptions for 900,000 units at $0.10 per unit for total proceeds of $90,000. Each unit will consist of one share of common stock and one common share purchase warrant. Each warrant will be exercisable to acquire one share of common stock at an exercise price of $0.25 per share for a period of two years.

11.	Stock Options

	Effective November 14, 2011, the Board of Directors of the Company adopted the Company’s 2011 Stock Option Plan (the “2011 Plan”). A total of 5,000,000 shares of the Company’s common stock are available for issuance under the 2011 Plan.

On November 14, 2011, the Company granted stock options to purchase a total of 3,375,000 shares of common stock to various directors of the Company. The options were granted with an exercise price of $0.20 per share and expire on November 14, 2021. During the year ended November 30, 2011, the Company recognized stock-based compensation of $36,094. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 10 years, a risk-free rate of 2.04%, an expected volatility of 370%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.42 per option.

A summary of the Company’s stock option activity is as follows:
		Weighted	Aggregate
		Average	Intrinsic
	Number of	Exercise Price	Value
	Options	$	$
Outstanding, November 30, 2010	–	–	–
Granted	3,375,000	0.20	742,500
Outstanding, November 30, 2011	3,375,000	0.20	168,750
Exercisable, November 30, 2011	–	–	–

As at November 30, 2011, the weighted average remaining contractual life of the outstanding stock options is 9.96 years.

A summary of the status of the Company’s non vested stock options as of November 30, 2011, and changes during the year ended November 30, 2011 is presented below:

		Weighted Average
		Grant Date
Non-vested stock options	Number of	Fair Value
	Shares	$
Non-vested at December 1, 2010	–	–
Granted	3,375,000	0.42
Vested	–	–
Non-vested at November 30, 2011	3,375,000	0.42

F-15

11.	Stock Options (continued)

	As at November 30, 2011, there was $1,381,406 of total unrecognized compensation cost related to non vested stock option agreements. The cost is expected to be recognized over a weighted average period of 2.96 years.

12.	Share Purchase Warrants

	A summary of the changes in the Company’s common share purchase warrants is presented below:

	Number of		Exercise
	Warrants		Price
Balance – November 30, 2009 and 2010	–		–
Issued	2,500,000	$	0.25
Balance – November 30, 2011	2,500,000	$	0.25

13.	Segment Disclosures

	The Company operates in one operating segment, which is the acquisition and exploration of oil and gas resources and mineral resources. The Chief Executive Officer is the Company’s Chief Operating Decision Maker (“CODM”) as defined by ASC 280, Segment Report. The CODM allocates resources and assesses the performance of the Company based on the results of operations.

14.	Commitment

	On September 12, 2008, the Company entered into an engagement letter with the Company’s former Chief Executive Officer to provide management services in consideration for fees based upon time expended, with a designated portion payable in cash and balance payable in the Company’s common stock at a deemed price of $2.50 per split-adjusted share. Refer to Note 6(a). In February 2010, that agreement was modified to convert non- cash portions of invoice charges through January 2010 into equity at the same price and terms as outside investors in the private placement or if the Company is unsuccessful in a private, shares would be issued with valuation at the then-current market price. On October 14, 2010, The Company negotiated a debt settlement with the former CEO to settle the amounts owing to the former CEO and interest ceased accruing effective October 1, 2010. Pursuant to the agreement, the Company settled the amount owing to the former CEO by issuing 92,827 shares of the Company’s common stock with a fair value of $4,641 on January 4, 2011 (see Note 10(f)). The Company recognized a $3,811 gain on the settlement of this debt in other income.

15.	Income Taxes

	The Company accounts for income taxes under ASC 740, Income Taxes. Deferred income tax assets and liabilities are determined based upon differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Income tax expense differs from the amount that would result from applying the U.S federal and state income tax rates to earnings before income taxes. The Company has a net operating loss carryforward of approximately $1,156,245 available to offset taxable income in future years which expire through fiscal 2030. Pursuant to ASC 740, the potential benefit of the net operating loss carryforward has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.

	The Company is subject to United States federal and state income taxes at an approximate rate of 35%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

F-16

15.	Income Taxes (continued)
			November 30,			November 30,
			2011			2010
			$			$
	Income tax recovery at statutory rate	$	(90,600	)	$	15,700
	Accretion on convertible debentures		(300	)		(1,600	)
	Provision for loan receivable		14,600			18,000
	Stock-based compensation		(12,600	)		–
	Valuation allowance change		88,900			(32,100	)
	Provision for income taxes	$	–		$	–

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred income taxes arise from temporary differences in the recognition of income and expenses for financial reporting and tax purposes. The significant components of deferred income tax assets and liabilities at November 30, 2011 and 2010 are as follows:

		November 30,			November 30,
		2011			2010
		$			$
Net operating loss carryforward	$	404,700		$	493,600
Valuation allowance		(404,700	)		(493,600	)
Net deferred income tax asset	$	–		$	–

	The Company has recognized a valuation allowance for the deferred income tax asset since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years. The valuation allowance is reviewed annually. When circumstances change and which cause a change in management's judgment about the realizability of deferred income tax assets, the impact of the change on the valuation allowance is generally reflected in current income.

16.	Subsequent Event

	On January 5, 2012, the Company closed the Earn In Agreement and Lease Agreement described in Note 4(b) and issued 2,000,000 shares to the vendor.

F-17

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements between the Company and its accountants regarding any matter or accounting principles or practice or financial statement disclosures.

ITEM 9A. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

At the end of the period covered by this report, an evaluation was carried out under the supervision of, and with the participation of, the Company’s management, including the Chief Executive Officer / Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a – 15(e) and Rule 15d – 15(e) of the Securities and Exchange Act of 1934, as amended). Based on that evaluation, the Chief Executive Officer / Chief Financial Officer has concluded that as of the end of the period covered by this report, due to material weaknesses in internal controls over financial reporting described below, the Company’s disclosure controls and procedures were not adequately designed and were not effective in ensuring that information required to be disclosed by the Company in its reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized and reported within the time period specified in applicable rules and forms.

Our Chief Executive Officer / Chief Financial Officer has also determined that, due to material weaknesses in internal controls over financial reporting described below, the disclosure controls and procedures are not effective to ensure that material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including the Company’s Chief Executive / Chief Financial Officer, to allow for accurate required disclosure to be made on a timely basis.

Through the year ended November 30, 2011, and to the present, we have engaged legal counsel who is experienced and qualified to practice before the Securities and Exchange Commission, to advise management on disclosure matters. Additionally, Company filings with the SEC are reviewed by the Board of Directors, our management, and our legal counsel.

Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process designed under the supervision of its Chief Executive Officer / Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting in accordance with accounting principles generally accepted in the United States of America. Management evaluates the effectiveness of the Company’s internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control – “Integrated Framework.” Management, under the supervision and with the participation of the Company’s Chief Executive Officer / Chief Financial Officer, assessed the effectiveness of the Company’s internal control over financial reporting as of November 30, 2011 and concluded that it is ineffective in assuring that the financial reports of the Company are free from material errors or misstatements.

Management has identified three areas that contain material weaknesses and is evaluating appropriate action to remedy and remove those weaknesses in its internal controls over financial reporting:

Lack of segregation of duties of functions that contribute to the financial reporting processes. Due to the size of the Company and the associated limitations of staffing, segregation of duties issues exist in the assignment of conflicting tasks. Management has segregated critical tasks related to cash to the extent possible; however, these conflicts may not be avoidable without adding additional manpower, which is not economically possible at this time. The Company is evaluating application of additional detective controls to mitigate this weakness.

General journal entries made during the audit. While not large in dollar amount, these audit entries were material to the Company’s financial statements due to the very small size of the Company, and indicate that additional controls are needed to ascertain that all material transactions are posted to the Company’s financial records on a complete and timely basis. Management is evaluating application of additional detective controls in the financial reporting process.

The Company had previously noted the need for an expanded Board of Directors and the inclusion of independent directors. The current Board consists of 5 members, 1 of which is independent.

As the Company is a non-accelerated filer, this Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Changes in internal controls over financial reporting

During the period covered by this report, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting, except that during the fiscal year ended November 30, 2011, the Company’s Board of Directors accepted the resignation of David Brow from the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company and appointed Alastair Neill as a director of the Company and to the offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. The resignation of Mr. Brow and appointment of Mr. Neill is not expected to have an adverse effect on the Company’s internal control over financial reporting.

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth certain information with respect to our current directors, executive officers and key employees. The term for each director expires at our next annual meeting or until his or her successor is appointed. The ages of the directors, executive officers and key employees are shown as of November 30, 2011.

Name, Current Office	Principal Occupation	Director/Officer Since	Age
David Brow Director	Business Consultant	November 30, 2010	45
Dr. John Veltheer, Director	Business Consultant	September 26, 2006	46
Alastair Neill, President, Chief Financial Officer, Chief Executive Officer, Treasurer, Secretary, and Director	Business Consultant	November 7, 2011	57
James MacPherson, Chief Environmental Officer and Director	Professional Engineer	November 7, 2011	47
Markus Pekeler, Director	Business Consultant	November 7, 2011	51

Alastair Neill, President, Chief Financial Officer, Chief Executive Officer, Treasurer, Secretary, and Director

Mr. Neill was appointed to the Board of Directors of the Company and appointed to the offices of President, Chief Financial Officer, Chief Executive Officer, Treasurer, Secretary effective November 7, 2011. Mr. Neill is an international operations expert and business development professional with more than 20 years of experience managing all facets of operations and driving revenue growth. Mr. Neill is a leading expert on rare earth elements. Mr. Neill is currently a director of International Beryllium Corporation (TSX-V:IB), an Executive Vice-President of Dacha Strategic Metals Inc. (TSX-V: DSM) and is the former Vice-President and General Manager of the rare earths division of Neo Material Technologies Inc. (TSX: NEM). Since 2010, Mr. Neill has also been President and Director of Rare Earth Industries, Inc. (TSX-V: RND). Mr. Neill also serves on the Advisory Board of Rare Earth Element World (REE World), an international organization dedicated to providing industry leadership in the rare earths, rare metals and critical metals sectorMr. Neill has over 15 years of experience in the rare earth industry and has relationships with downstream end-users in Korea, Japan, Europe and North American and suppliers in China. Mr. Neill holds a Master of Business Administration from York University and a Bachelor of Engineering in Material Science from the University of Western Ontario.

James MacPherson, Chief Environmental Officer and Director

On November 7, 2011, Mr. MacPherson was appointed to the position of Chief Environmental Officer of the Company and MacPherson was also appointed as a director of the Company. Mr. MacPherson is a registered professional engineer working primarily in the oil and gas industry. Since 1994, Mr. MacPherson has been involved in the design, development and operation of several large oil sands projects in north-eastern Alberta, Canada. The projects have included environmental work in connection with Nexen Inc., Total S.A., Shell, and ConocoPhillips leases in the Alberta oil sands. The design work has ensured that the foregoing projects are compliant with applicable regulations. Mr. MacPherson holds a degree in Environmental Engineering from the University of Montana.

Markus Pekeler, Director

On November 7, 2011, Mr. Pekeler, was appointed as a director of the Company. Mr. Pekeler is a senior corporate communications, brand and marketing consultant. During the preceding 20 years, Mr. Pekeler has served as the head of strategic planning for BBDO Switzerland, Saatchi & Saatchi Central Europe and as CEO of the TBWA Group Switzerland and member of the board of directors of the media company OMD Switzerland. Since 2007, Mr. Pekeler has consulted in connection with several merger and acquisition projects in the engineering and emerging market sector.

David Brow, Director:

Effective November 7, 2011, Mr. Brow resigned from offices of President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of the Company. Mr. Brow continues to be a director of the Company. Mr. Brow graduated from the University of British Columbia in 1990 with a Bachelor of Arts Degree. Upon graduating, Mr. Brow completed both the Canadian Securities course and the Registered Representative exams for licensing as a securities trader and financial advisor. From June 1995 to May 1996, Mr. Brow consulted to Syncronys Softcorp, a publicly traded manufacturer of computer software, and supervised their Canadian operations. In 1996 Mr. Brow formed Willow Run Software Marketing Inc., a high tech sales and marketing consulting firm that worked with numerous software manufacturers, both public and private. Consulting services provided by Willow Run Software Marketing Inc. included product and market analyses, product launch programs, marketing initiatives and sales strategies. In 1999 Mr. Brow formed another high- tech consulting firm, Point of Presence Marketing Inc. This firm concentrated on the emerging technology sectors and assisted companies with all aspects of the sales, marketing and launch process, including funding issues. Point of Presence Marketing Inc. was purchased by EDventure Capital Inc. in October 2000 where Mr. Brow was a director until April 2002. In May 2002 Mr. Brow was appointed secretary and treasurer of publicly traded Electric Network.com, Inc. and resigned as a director/officer in 2006 upon completion of a successful merger with Solar EnergySources, Inc. During this time, Mr. Brow took a role with Symantec Corp. overseeing the West Region channel business and managed a revenue stream in excess of $300 million. Mr. Brow left Symantec Corp. in November of 2007 and subsequently took a role as VP of Chanel Sales for Acronis, Inc. and then moved to emerging BSM software Manufacturer FireScope, Inc. until May 2010. In 2008, Mr. Brow was appointed President, Secretary and Treasurer of publicly traded Neema, Inc. and worked with them through their merger with Carbon Green, Inc, in fall of 2009. Mr. Brow resigned from Carbon Green, Inc in January 2010. Mr. Brow presently resides in Los Angeles, California where he is the Director of Channel Sales for Lenovo, Inc. managing a $400m channel sales organization.

Dr. John Veltheer, Director:

On September 12, 2008, Dr. Veltheer resigned his positions as our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer, to which he was appointed September 26, 2006. He remains on our Board of Directors. Dr. Veltheer has had experience at the executive level of a number of public and private companies over the past nine years, including both established businesses and start-up ventures. From 1999 to 2000, Dr. Veltheer was president and director of SUMmedia.com Inc. (OTCCB:ISUM), a U.S. reporting company where, in addition to significant fundraising, he oversaw the running of one of the Internet’s first eCoupon portals. From 2002 to 2003, Dr. Veltheer was the president and a director of Rapidtron, Inc. (OTCBB:RPDT), a U.S. reporting company and a leading provider of Radio Frequency Smart access control and ticketing/membership systems, where he was responsible for SEC compliance and corporate governance. From 2003 to 2005, Dr. Veltheer was vice-president, business development and later chief operating officer and director of House of Brussels Chocolates, Inc. (OTCBB:HBSL), a U.S. reporting company whose primary business is gourmet chocolate wholesaling. From 2005 to September 2006, Dr. Veltheer was president and director of SES Solar Inc. (OTCBB:SESI), a U.S. reporting company, where he managed a business combination with a Swiss Solar Energy concern and associated fundraising. Dr. Veltheer received his B.Sc. Chemistry (Honours) from Queen’s University in 1988 and his Ph.D. (Chemistry) from the University of British Columbia in 1993.

Arrangements between Officers and Directors

To our knowledge, there is no arrangement or understanding between any of our executive officers and any other person, including directors, pursuant to which the officer was selected to serve as an officer.

Family Relationships

None of our executive officers are related by blood, marriage, or adoption to any other director, executive officer, or other key employees.

Legal Proceedings

We are not aware of any material legal proceedings to which any of our executive officers or any associate of any of our executive officers is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

We are not aware of any of our executive officers being involved in any legal proceedings in the past ten years relating to any matters in bankruptcy, insolvency, criminal proceedings (other than traffic and other minor offenses) or being subject to any of the items set forth under Item 401(f) of Regulation S-K.

Code of Ethics

We have adopted a Code of Ethics applicable to our officers and directors which is a “code of ethics” as defined by applicable rules of the SEC. Our Code of Ethics was attached as an exhibit to our Annual Report on Form 10-K filed on February 28, 2007. A copy of such Code of Ethics will be provided to any person without charge upon written request sent to the Company at its principal address.

Committees of the Board of Directors

We have no Audit, Compensation, Corporate Governance or Nominating Committee due to our small size. Our board of directors is responsible for developing our approach to corporate governance issues.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities and Exchange Act of 1934 requires any person who is our director or executive officer or who beneficially holds more than 10% of any class of our securities which have been registered with the Securities and Exchange Commission, to file reports of initial ownership and changes in ownership with the Securities and Exchange Commission. These persons are also required under the regulations of the Securities and Exchange Commission to furnish us with copies of all Section 16(a) reports they file.

To our knowledge, based solely on our review of the copies of the Section 16(a) reports furnished to us, all Section 16(a) filing requirements applicable to our directors, executive officers and holders of more than 10% of any class of our registered securities were timely complied with during the year ended November 30, 2011, except for the following reports:

Name	Number of Late Reports	Transactions Not Timely Reported	Known Failures to File a Required Form
John Veltheer	2	3	nil
David Brow	1	1	nil
Alastair Neill	1	1	nil
Markus Pekeler	1	1	nil
James Macpherson	1	1	nil
Ted Sharp	1	1	nil

Board Nominations

There have been no changes to the procedures pursuant to which shareholders may nominate directors to the board of directors of the Company.

ITEM 11. EXECUTIVE COMPENSATION.

We have no fulltime employees, including our executive officers. Our business is currently very small and does not require the services of full-time persons to executive our corporate strategies. Engaging professional consultants under part-time contracts allows us to conserve our limited cash resources while applying appropriate resources to technical and executive tasks. Our executives have been engaged and compensated as independent contractors to provide services similar to those provided by them to other companies. As we are successful in our growth strategies, our employment practices will change to more traditional employer/employee relationships as appropriate.

Summary Compensation Table

A summary of cash and other compensation paid to our executive officers and directors for the fiscal years ended November 30, 2011 and 2010 is as follows:

							Nonqualified
						Non-Equity	Deferred
Name				Stock	Option	Incentive Plan	Compensation
and	Year Ending Salary		Bonus	Awards	Awards	Compensation	Earnings	All other
Principal Position	November 30	($)	($)	($)	($)	($)	($)	Comp.	Total
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
David Brow (1)	2011	-	-	-	52,500	-	-	-	-
Director	2010	-	-	-	-	-	-	-	-
Former Chief
Executive Officer,
Chief Financial
Officer, President,
Secretary, Treasurer
and Director
Ted R. Sharp (2)	2011	-	-	-	-	-	-	-	-
Former Chief	2010	-	-	-	-	-	-	$ 13,713	$ 13,713
Executive Officer,
Chief Financial
Officer, President,
Secretary, Treasurer
and Director
Dr. John Veltheer (3)	2011	-	-	-	105,000	-	-	-	-
Former Chief	2010	-	-	-	-	-	-	$12,000	$12,000
Executive Officer,
Chief Financial
Officer, President,
Secretary, Treasurer
and Director
Alastair Neill (4)	2011	-	-	-	420,000	-	-
Chief Executive	2010	-	-	-	-	-	-
Officer, Chief
Financial Officer,
President, Secretary,
Treasurer and
Director
James MacPherson (5)	2011	-	-	-	420,000	-	-
Chief Environmental	2010	-	-	-	-	-	-
Officer and Director

(1)	Mr. Brow was appointed to these positions on November 30, 2010, and resigned the positions of Chief Executive Officer, Chief Financial Office, President, Secretary and Treasurer effective November 7, 2011.
(2)	Mr. Sharp was appointed to these positions on September 12, 2008 and resigned on November 30, 2010. Amounts paid include $nil and $4,762 due in cash and $8,452 and $10,656 of fair value of stock issuable as of November 30, 2010 and 2009, respectively.
(3)	Dr. Veltheer resigned all positions except Director on September 12, 2008.
(4)	Mr. Neill was granted 1,000,000 options to purchase shares of common stock of the Company. The options are valued at $0.42 per option. Please see Note 11 of the financial statements for more details.
(5)	Mr. MacPherson was granted 1,000,000 options to purchase shares of common stock of the Company. The options are valued at $0.42 per option. Please see Note 11 of the financial statements for more details.

Outstanding Equity Awards at Fiscal Year-End
	Option awards					Stock awards
Name	Number of securities underlying unexercised options (#) exercisable	Number of securities underlying unexercised options (#) unexercisable	Equity incentive plan awards: Number of securities underlying unexercised unearned options (#)	Option exercise price ($)	Option expiration date	Number of shares or units of stock that have not vested (#)	Market value of shares of units of stock that have not vested ($)	Equity incentive plan awards: Number of unearned shares, units or other rights that have not vested (#)	Equity incentive plan awards: Market or payout value of unearned shares, units or others rights that have not vested ($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
David Brow Director Former Chief Executive		41,666		0.20	November 14, 2021
Officer, Chief Financial Officer,	-	41,666	-	0.20	November 14, 2021	-	-	-	-
President, Secretary, Treasurer and Director		41,667		0.20	November 14, 2021
Dr. John Veltheer (3) Former Chief		83,333		0.20	November 14, 2021
Executive Officer, Chief Financial Officer,	-	83,333	-	0.20	November 14, 2021	-	-	-	-
President, Secretary, Treasurer and Director		83,334		0.20	November 14, 2021
Alastair Neill Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	-	333,333 333,333 333,334		0.20 0.20 0.20	November 14, 2021 November 14, 2021 November 14, 2021
James MacPherson Chief Environmental Officer and Director	-	333,333 333,333 333,334		0.20 0.20 0.20	November 14, 2021 November 14, 2021 November 14, 2021

See section titled "Options Granted Under the Plan" below for greater detail on the option grants.

Director Compensation

Other than the granting of options as set out below and above, we did not pay any compensation to Dr. John Veltheer, David Brow, Alastair Neill, Markus Pekeler, and James MacPerson for serving on our board of directors during the year ended November 30, 2011.

Director Compensation
Name	Fees earned or paid in cash ($)	Stock awards ($)	Option awards ($)	Nonequity incentive plan compensation earnings ($)	Nonqualified deferred compensation earnings ($)	All other Compensation ($)	Total ($)
Markus Pekeler (i), Director	Nil	Nil	420,000	Nil	Nil	Nil	420,000

(i) On November 14, 2011, Markus Pekeler, a director of the Company was granted an option to purchase 1,000,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 333,333 shares of common stock of the Company, 12 months after the date of the grant; 333,333 shares of common stock of the Company, 24 months after the date of the grant; and 333,334 shares of common stock of the Company, 36 months after the date of the grant. The options are valued at $0.42 per option. Please see Note 11 of the financial statements for more details.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following tables set forth information as of March 12, 2012, regarding the ownership of our common stock by:

each person who is known by us to own more than 5% of our shares of common stock; and
each named executive officer, each director and all of our directors and executive officers as a group.

The number of shares beneficially owned and the percentage of shares beneficially owned are based on 35,127,479 shares of common stock outstanding as of March 12, 2012.

Beneficial ownership is determined in accordance with the rules and regulations of the Securities and Exchange Commission. Shares subject to options that are exercisable within 60 days following March 12, 2012, are deemed to be outstanding and beneficially owned by the optionee for the purpose of computing share and percentage ownership of that optionee but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. Except as indicated in the footnotes to this table, and as affected by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

Officers, Directors and Principal Stockholders

			Number of Shares of
			Common Stock/Common
			Shares Underlying
	Name of Beneficial		Derivative Securities	Percentage of
Title of Class	Owner	Address	Beneficially Owned	Common Shares**
Common Stock	Alastair Neill Director, President, Chief Financial Officer	1201 Dragon Bay Villas Houshayu Shunyi District Beijing, China 101302	4,000,000	11.39%
Common Stock	James MacPherson Director, Chief Environment Officer	18 Aspen Ridge Crescent SW Calgary, Alberta T3H 5J8 Canada	2,000,000	5.69%
Common Stock	David Brow Director Former Chief Executive Officer, Former Chief Financial Officer, Former President, Former Secretary, and Former Treasurer	421 – 9th Street Manhattan Beach, CA 90266	250,000	***
Common Stock	Dr. John Veltheer	1100 Melville St., Suite 830
	Director	Vancouver, British
	Former Chief Executive	Columbia
	Officer, Former Chief	V6E 4A6 Canada
	Financial Officer, Former
	President, Former
	Secretary, and Former
	Treasurer		1,930,000	5.49%
Common Stock	Markus Pekeler	Rainstrasse 39
	Director	8706 Meilen
		Switzerland	2,000,000	5.69%
Common Stock	Total
	Directors and Executive
	Officers as a
	group (5 persons)		10,180,000	28.98%


5% STOCKHOLDERS
			Number of Shares of
			Common Stock/Common
			Shares Underlying
	Name of Beneficial		Derivative Securities	Percentage of
Title of Class	Owner	Address	Beneficially Owned	Common Shares**
Common Stock	Ercan Aygun	Cetin Emec Bulv, 1328 Sok No 6/1 Ovecler Ankara, Turkey	2,000,000	5.69%
*** holds less than 1%

We have no knowledge of any arrangements, including any pledge by any person of our securities, the operation of which may at a subsequent date result in a change in our control.

We are not, to the best of our knowledge, directly or indirectly owned or controlled by another corporation or foreign government.

Securities Authorized for Issuance under Equity Compensation Plans

On November 14, 2011, the board of directors of the Company adopted the Black Sea Metals, Inc. 2011 Stock Option Plan (the “Plan”).

Pursuant to the Plan, options to purchase shares of common stock of the Company may be granted to any person who is performing or who has been engaged to perform services of special importance to management of the Company in the operation, development and growth of the Company. The maximum number of shares with respect to which stock options may be granted under the Plan may not exceed 5,000,000 shares of common stock of the Company. The Plan is administered by the Company’s board of directors or its compensation committee, if any. The Plan expires upon the earlier of its termination by the board of directors of the Company or the date on which all of the shares of stock available for issuance under the Plan have been issued and all restrictions on such shares under the terms of the Plan and the agreements evidencing options granted under the Plan have lapsed and no option shall be exercisable more than ten years after the date of grant.

The Plan permits the Company to grant incentive stock options (“Incentive Stock Options”) and non-qualified incentive stock options (“Nonstatutory Stock Options”). Each stock option grant is required to be evidenced by a stock option agreement, which shall be subject to the applicable provisions of the Plan. With respect to the grant of any Incentive Stock Options, the Plan shall be approved by shareholders of the Company within twelve (12) months of the date of adoption of the Plan by the board of directors of the Company. Any Incentive Stock Options granted prior to shareholder ratification of the Plan shall be deemed Nonstatutory Stock Options; provided, however, that if the Plan is not ratified within twelve (12) months of adoption, no Incentive Stock Options shall be granted until ratified by the shareholders of the Company.

The foregoing description of the Plan is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on November 17, 2011.

Options Granted Under the Plan:

On November 14, 2011, Alastair, S. Neill, the president, chief executive officer, chief financial officer, secretary, treasurer and a director of the Company was granted an option to purchase 1,000,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 333,333 shares of common stock of the Company, 12 months after the date of the grant; 333,333 shares of common stock of the Company, 24 months after the date of the grant; and 333,334 shares of common stock of the Company, 36 months after the date of the grant.

On November 14, 2011, James MacPherson, chief environmental officer and a director of the Company was granted an option to purchase 1,000,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 333,333 shares of common stock of the Company, 12 months after the date of the grant; 333,333 shares of common stock of the Company, 24 months after the date of the grant; and 333,334 shares of common stock of the Company, 36 months after the date of the grant.

On November 14, 2011, Markus Pekeler, a director of the Company was granted an option to purchase 1,000,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 333,333 shares of common stock of the Company, 12 months after the date of the grant; 333,333 shares of common stock of the Company, 24 months after the date of the grant; and 333,334 shares of common stock of the Company, 36 months after the date of the grant.

On November 14, 2011, David Brow, a director of the Company was granted an option to purchase 125,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 41,666 shares of common stock of the Company, 12 months after the date of the grant; 41,666 shares of common stock of the Company, 24 months after the date of the grant; and 41,667 shares of common stock of the Company, 36 months after the date of the grant.

On November 14, 2011, John Veltheer, a director of the Company was granted an option to purchase 250,000 shares of common stock of the Company under the Plan at an exercise price of $0.20 per share, which stock option shall vest based on the following schedule: 83,333 shares of common stock of the Company, 12 months after the date of the grant; 83,333 shares of common stock of the Company, 24 months after the date of the grant; and 83,334 shares of common stock of the Company, 36 months after the date of the grant.

None of the following parties has, since our date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, other than noted in this section:

any of our directors or officers;
any person proposed as a nominee for election as a director;
any person who beneficially owns, directly or indirectly, shares carrying more than 10% of the voting rights attached to our outstanding share of common stock;
any of our promoters;
any relative or spouse of any of the foregoing persons who has the same home address as such person.

During the year ended November 30, 2011, the Company incurred $nil (2010 - $12,000) in consulting fees to Dr. John Veltheer, a director and the former President of the Company. As at November 30, 2011, $20,000 (2010 - $20,000) in consulting fees are owed to Dr. Veltheer.

As at November 30, 2011, accounts payable includes $3,125 (2010 - $3,125) owing to a former director for expenses incurred on the Company’s behalf.

Director Independence

Markus Pekeler is the sole independent director on the Board of Directors of the Company based on the standards set out in the NYSE Amex LLC Company Guide

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The aggregate fees billed by the Company's auditors for professional services rendered in connection with the audit of the Company's annual financial statements for the periods from November 30, 2010 to November 30, 2011 and from November 30, 2009 to November 30, 2010 and reviews of the consolidated financial statements included in the Company’s Forms 10-Q for the periods from November 30, 2010 to November 30, 2011 and from November 30, 2009 to November 30, 2010, were $29,750 and $19,250, respectively.

Audit-Related Fees

The aggregate fees billed by the Company's auditors for any additional fees for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under “Audit Fees” above for the periods November 30, 2010 to November 30, 2011 and from November 30, 2009 to November 30, 2010, were $nil and $nil, respectively.

Tax Fees

The aggregate fees billed by the Company’s auditors for professional services for tax compliance, tax advice, and tax planning for the periods from November 30, 2010 to November 30, 2011 and from November 30, 2009 to November 30, 2010, were $nil and $nil, respectively.

All Other Fees

The aggregate fees billed by the Company’s auditors for all other non-audit services rendered to the Company, such as attending meetings and other miscellaneous financial consulting, for the periods from November 30, 2010 to November 30, 2011 and from November 30, 2009 to November 30, 2010, were $nil and $nil, respectively.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBIT	DESCRIPTION

3.1	Articles of Incorporation(1)

3.2	Bylaws, as amended(1)

3.3	Articles of Incorporation, as amended(2)

3.4	Articles of Incorporation, as amended (15)

4.1	Form of Share Certificate(1)

10.1	Mineral Claim Purchase Agreement, dated November 2, 2001, between Glen MacDonald and Texada Ventures Inc.(1)

10.2	Loan Agreement, dated October 18, 2006, between Dr. John Veltheer and Texada Ventures Inc.(3)

10.3	Letter Agreement, dated November 9, 2006, between Texada Ventures Inc. and Link Investment Holdings, S.A.(4)

10.4	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on February 15, 2007(7)

10.5	Term Sheet Agreement, dated March 21, 2007, between Texada Ventures Inc. and Anglo Energy Refining Corp.(8)

10.6	Assignment Agreement, dated April 5, 2007, between Texada Ventures Inc. and Anglo Energy Refining Corp.(9)

10.7	Loan Extension Agreement, dated November 8, 2007, between Texada Ventures Inc. and Dr. John Veltheer(10)

10.8	Assignment Agreement, effective November 8, 2007, between Texada Ventures Inc. and Anglo Energy Refining Corp.(10)

10.9	Engagement Letter agreement, dated September 12, 2008, between Texada Ventures Inc. and Sharp Executive Associates, Inc. (12)

10.10	Letter Agreement dated August 25, 2009, between Texada and Royalty Exploration LLC (13)

10.11	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on October 27, 2008(14)

10.12	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on December 19, 2008(14)

10.13	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on March 25, 2009(14)

10.14	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on February 15, 2010(14)

10.15	Promissory Note issued by Texada Ventures Inc. to IFG Trust Services, Inc. on March 30, 2010(14)

10.16	Anadolun Term Sheet (16)

10.17	Loan Agreement between Anadolun and Texada Ventures Inc. (16)

10.18	Form of 5% Promissory Note (16)

10.19	Amending Agreement to the Anadolun Term Sheet (17)

10.20	Earn in Agreement between Anadolun and Texada Ventures Inc. (18)

10.21	Black Sea Metals, Inc. 2011Stock Option Plan (19)

10.22	Amendment No. 1 to the Earn in Agreement between Black Sea Metals, Inc. and Anadolun (20)

10.23	Lease and Operating Agreement among Black Sea Metas, Inc., Anadolun and Karasu Texada Madencilik Limited Sti. (20)

14.1	Code of Ethics(5)

16.1	Letter from Telford Sadovnick, P.L.L.C. regarding change in certifying accountant(11)

31.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


EXHIBIT	DESCRIPTION

32.1	Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1	Share Purchase Agreement, dated September 25, 2006, between Marc Branson and Dr. John Veltheer (6)

(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on April 15, 2003, as amended.

(2)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 21, 2006.

(3)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on October 20, 2006.

(4)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 11, 2006

(5)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on March 9, 2006.

(6)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 29, 2006

(7)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on February 28, 2007

(8)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on March 23, 2007

(9)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on April 11, 2007

(10)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on November 13, 2007

(11)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on March 5, 2007

(12)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on September 14, 2008

(13)	Filed with the SEC as an exhibit to our Current Report on 8-K filed on September 1, 2009

(14)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on July 15, 2010.

(15)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 7, 2011

(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 25, 2011

(17)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 6, 2011

(18)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 15, 2011

(19)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 17, 2011

(20)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 5, 2012

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	BLACK SEA METALS, INC.

Date: March 14, 2012	/s/ Alastair Neill
	Alastair, Chief Executive Officer,
	Chief Financial Officer

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

Signature	Title	Date


/s/ Alastair Neill	Director	March 14, 2012
Alastair Neill	(Principal Executive Officer and Principal Financial Officer)

/s/ John Veltheer	Director	March 14, 2012
Dr. John Veltheer


/s/ David Brow	Director	March 14, 2012
David Brow


/s/ James MacPherson	Director	March 14, 2012
James MacPherson


/s/ Markus Pekeler	Director	March 14, 2012
Markus Pekeler

Black Sea Metals, Inc. 10-K