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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~June~~ September 30, 2012

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

For the ~~Transition~~transition ~~Period~~period ~~From ____________~~from ______ to ~~____________~~_______

Commission ~~file~~File ~~number:~~Number 000-53558

CASABLANCA MINING LTD.

(Exact name of registrant as specified in its charter)

Nevada		8026-~~0214005~~1240056
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
(State of incorporation)		(I.R.S. Employer Identification No.)

~~9880~~2368 N.Second ~~Magnolia~~ Ave., 3rd ~~#176~~Floor ~~Santee~~San Diego, CA ~~92071~~92101

(Address of principal executive offices)

(619) ~~717~~610-~~8047~~9368

(Registrant’s telephone number, including area code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes S 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 (~~section~~ §232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes S £ No S£

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

Large ~~accelerated~~Accelerated ~~filer~~Filer £ Accelerated Filer £ Non-~~accelerated~~Accelerated ~~filer~~Filer £ Smaller ~~reporting~~Reporting ~~company~~Company S

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

As of ~~August~~November 2016, 2012, the issuer had 59,657,521 shares of common stock (“Common Stock”) outstanding.

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION	31
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS AND NOTES	31
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1614
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1816
ITEM 4.	CONTROLS AND PROCEDURES	1817
PART II	OTHER INFORMATION	1917
ITEM 1.	LEGAL PROCEEDINGS	1917
ITEM 1A.	RISK FACTORS	1917
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1917
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1917
ITEM 4.	MINING SAFETY DISCLOSURE	1917
ITEM 5.	OTHER INFORMATION	1918
ITEM 6.	EXHIBITS	1918

2Information included in this Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (“Exchange Act”). This information may involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Casablanca Mining Ltd. (the “Company”), to be materially different from future results, performance or achievements expressed or implied by any forward-looking statements. Forward-looking statements, which involve assumptions and describe future plans, strategies and expectations of the Company, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. These forward-looking statements are based on assumptions that may be incorrect, and there can be no assurance that these projections included in these forward-looking statements will come to pass. Actual results of the Company could differ materially from those expressed or implied by the forward-looking statements as a result of various factors. Except as required by applicable laws, the Company has no obligation to update publicly any forward-looking statements for any reason, even if new information becomes available or other events occur in the future.

*Please note that throughout this Quarterly Report, and unless otherwise noted, the words "we," "our," "us," the "Company," or "CUAU" refers to Casablanca Mining Ltd.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

INDEX	1

Unaudited Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011.	2

Unaudited Consolidated Statements of Operations and Comprehensive Loss for the Three and Nine Months Ended September 30, 2012 and 2011.	3

Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011.	4

Unaudited Notes to Consolidated Financial Statements.	5

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission (“Commission”). While these statements reflect all normal recurring adjustments that are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. For further information, refer to the consolidated financial statements and footnotes thereto, which are included in the Company’s annual report on Form 10-K, as amended, previously filed with the Commission.

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

	June 30, 2012			December 31, 2011
	September 30,			December 31,
ASSETS
	2012			2011
ASSETS
Current Assets
Cash	$	~~107~~3,~~007~~020		$	137,119
Accounts receivable		15,~~527~~807			1,472
Accounts receivable, related party		–			13,809
Note receivable		135,000			–
Inventory		8,894			34,407
Inventory		13,542			34,407
Prepaids		51,320			3,402
Prepaids		24,865			3,402
Total current assets		69,041			190,209
Total current assets		281,941			190,209
Other Assets
Property and equipment, net		5497,~~059,457~~749			4382,~~776,777~~792
Mining property		4,861,436			4,393,985
Property-construction in progress		–			5,473,292
Goodwill		66,258			66,258
Total other assets		5,~~125~~425,~~715~~443			10,316,327
TOTAL ASSETS	$	5,~~407~~494,~~656~~484		$	10,506,536
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1,~~016~~105,~~734~~300		$	962,422
Accounts payable and accrued liabilities, related party		2510,666			53,446
Due to related parties		1,~~197~~288,~~175~~488			2,139,510
Notes payable		360,651			340,894
Loans payable		429,093			340,894
Capital lease, current portion		6671,~~948~~193			27,086
Total current liabilities		2,~~667~~904,~~174~~740			3,523,358
Long Term Liabilities
Capital lease, long term		~~217~~208,~~896~~713			99,457
Total long term liabilities		~~217~~208,~~896~~713			99,457
Total liabilities		23,~~885~~113,~~070~~453			3,622,815
Stockholders' Equity
Common stock, $.001 par value, 100,000,000 shares authorized, 59,657,521 and 59,463,076 shares issued and outstanding respectively		59,658			59,463
Common stock, $0.001 par value, 100,000,000 shares authorized, 59,657,521 and 59,463,076 shares issued and outstanding, respectively		59,658			59,463
Additional paid in capital		7,462,657			11,272,400
Additional paid-in capital		7,462,657			11,272,400
Accumulated other comprehensive income		(~~216~~3,~~340~~606	)		(502,816	)
Deficit accumulated during exploration stage		(45,~~783~~137,~~389~~678	)		(3,945,326	)
Total stockholders' equity		2,~~522~~381,~~586~~031			6,883,721
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,~~407~~494,~~656~~484		$	10,506,536

See notes to consolidated financial statements.

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended						From ~~June 27, 2008 (~~Inception~~) to~~
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011			June 30, 2012
	September 30,						September 30,						(June 27, 2008) to
Income	$	27,624		$	1,401		$	27,624		$	2,768		$	31,087
	2012			2011			2012			2011			2012
Cost of goods sold		(30,381	)		–			(30,381	)		–			(30,381	)
Income	$	21,092		$	431		$	48,716		$	3,199		$	52,179
Net income		(2,757	)		1,401			(2,757	)		2,768			706
Cost of goods sold		(21,472	)		–			(51,853	)		–			(51,853	)
Gross profit		(380	)		431			(3,137	)		3,199			326
Operating expenses
Mining property expenses		~~152~~178,~~160~~796			~~175~~177,~~931~~736			~~346~~525,~~593~~389			~~252~~430,~~553~~289			1,~~140~~318,~~036~~832
General and administrative		6568,~~553~~944			~~107~~163,~~248~~268			~~168~~237,~~688~~632			~~219~~383,~~734~~001			~~781~~850,~~875~~819
Legal and accounting		~~108~~60,~~147~~305			8078,~~214~~144			~~252~~312,~~083~~388			~~138~~216,~~703~~847			~~687~~748,~~994~~299
Total expenses		~~325~~308,~~860~~045			~~363~~419,~~393~~148			~~767~~1,~~364~~075,409			~~610~~1,~~990~~030,137			2,~~609~~917,~~905~~950
Ordinary loss		(~~328~~308,~~617~~425	)		(~~361~~418,~~992~~717	)		(~~770~~1,~~121~~078,546	)		(~~608~~1,~~222~~026,938	)		(2,~~609~~917,~~199~~624	)
Loss on note restructuring, related party		–			–			–			–			(2,043,000	)
Other expenses
Other expense		–			–			–			–			–
Loss on note restructuring, related party		–			(2,043,000	)		–			(2,043,000	)		(2,043,000	)
Interest expense		(3245,~~911~~864	)		(618,~~405~~911	)		(67113,~~942~~806	)		(1332,~~657~~567	)		(~~131~~177,~~190~~054	)
Net loss	$	(~~361~~354,~~528~~289	)	$	(~~368~~2,~~397~~480,628	)	$	(~~838~~1,~~063~~192,352	)	$	(~~621~~3,~~879~~102,505	)	$	(45,~~783~~137,~~389~~678	)
Loss per share- basic	$	(0.01	)	$	(0.0104	)	$	(0.0102	)	$	(0.0106	)
Weighted average common shares - basic		59,~~656~~657,~~819~~521			5256,~~179~~016,~~445~~240			59,~~652~~654,~~545~~672			5153,~~770~~201,~~722~~444

See notes to consolidated financial statements.

Casablanca Mining Ltd.

(An Exploration Stage Company)

Statements of Comprehensive Loss

(Unaudited)

	For the Three Months Ended						For the Nine Months Ended						From Inception
	September 30,						September 30,						(June 27, 2008) to
	2012			2011			2012			2011			2012

Net loss	$	(354,289	)	$	(2,480,628	)	$	(1,192,352	)	$	(3,102,505	)	$	(5,137,678	)

Foreign currency translation adjustment		212,734			(805,638	)		499,210			(704,468	)		(3,606	)

Total comprehensive loss	$	(141,555	)	$	(3,286,266	)	$	(693,142	)	$	(3,806,973	)	$	(5,141,284	)

	For the Three Months Ended						For the Six Months Ended						From June 27, 2008 (Inception) to
	June 30, 2012			June 30, 2011			June 30, 2012			June 30, 2011			June 30, 2012
Net loss	$	(361,528	)	$	(368,397	)	$	(838,063	)	$	(621,879	)	$	(4,783,389	)
Foreign currency translation adjustment		(164,764	)		139,429			286,476			101,170			(216,340	)
Total comprehensive loss	$	(526,292	)	$	(228,968	)	$	(551,587	)	$	(520,709	)	$	(4,999,729	)
Comprehensive loss per share- basic	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.01	)
Weighted average common shares - basic		59,656,819			52,179,445			59,652,545			51,770,722

See notes to consolidated financial statements.

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011			From June 27, 2008 (Inception) to June 30, 2012
	For the Nine Months Ended						From Inception (June 27, 2008) to
	September 30,						September 30,
	2012			2011			2012
Cash flows from operating activities
Net income/(loss)	$	(838,063	)	$	(621,879	)	$	(4,783,389	)
Net loss	$	(1,192,352	)	$	(3,102,505	)	$	(5,137,678	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued in related party note restructuring		–			–1,913,000			1,913,000
Depreciation		64103,~~392~~812			5764,~~886~~623			~~243~~283,~~998~~418
Shares issued for patent license agreement		–			–			20,000
Beneficial stock conversion liability		–			49,807			–
Change in operating assets and liabilities
Increase in accounts receivable		(55	)		(2,899	)		8,235
Decrease (increase) in accounts receivable		(4,335	)		(2,074	)		3,955
Decrease in accounts receivable- related party		13,809			–			–
Decrease in accounts receivable, related party		13,809			–			–
Decrease (increase) in inventory		2025,~~865~~513			(2226,~~251~~902	)		(138,~~542~~894	)
Increase in prepaid expenses		(2147,~~464~~918	)		(37,~~500~~398	)		(2451,~~866~~320	)
Decrease in accounts payable- related party		(27,780	)		–			25,666
Increase in accrued interest included in notes payable		4,389			–			4,389
Increase (decrease) in accounts payable		186,547			(10,311	)		233,296
Increase (decrease) in accounts payable, related party		(42,780	)		–			10,666
Cash used in operations		(601,749	)		(553,147	)		(2,377,602	)
Increase (decrease) in accounts payable		275,113			168,925			321,862
Cash used in operations		(864,749	)		(992,331	)		(2,640,602	)
Cash flows from investment activities
Cash acquired from Santa Teresa Minerals		–			–			9,390
Purchase of property and equipment		(~~203~~309,~~873~~718	)		(400,000	)		(~~364~~470,~~827~~672	)
Property - construction in process		(562,893	)		(13,~~993~~316,~~386~~734	)		(6,036,185	)
Loan to Santa Teresa Minerals		–			–			(1,000,000	)
Cash used in investing activities		(~~766~~872,~~766~~611	)		(23,~~393~~716,~~386~~734	)		(7,~~391~~497,~~622~~467	)
Cash flows from financing activities
Proceeds from stock offering		233,335			35,~~301~~575,~~563~~310			8,236,434
Proceeds from notes payable		1159,~~087~~092			–			3381,~~086~~091
Payments on notes payable		–			(1354,~~816~~695	)		(78,806	)
Payments on capital lease		(1433,~~604~~815	)		–			(1737,~~974~~185	)
Proceeds from loans from related parties		1,~~438~~791,~~558~~673			–			23,~~767~~120,~~166~~281
Payments on loans from related parties		(~~300~~435,000	)		–			(~~530~~665,886	)
Cash provided by financing activities		1,~~368~~615,~~376~~285			35,~~287~~520,~~747~~615			10,~~409~~655,~~020~~929
Effect of foreign exchange rate change		(2912,~~973~~024	)		~~101~~(704,~~170~~468	)		(~~532~~514,~~789~~840	)
INCREASE (DECREASE) IN CASH		(30134,~~112~~099	)		~~442~~107,~~384~~082			~~107~~3,~~007~~020
BEGINNING CASH		137,119			9,390			–
ENDING CASH	$	~~107~~3,~~007~~020		$	~~451~~116,~~774~~472		$	~~107~~3,~~007~~020
		–						–
Supplemental disclosure of cash flow information:
Interest paid	$	67113,~~942~~806		$	–		$	~~119~~165,~~853~~717
Income taxes paid	$	–		$	–		$	–
Supplemental disclosure of non-cash investing activities:
Property rights acquired via stock issuance	$	–		$	20,000		$	20,000
Stock issuance to satisfy due to related party		–			–			14,425
Stock issuance in related party note restructuring		–			–2,000,000			2,000,000
Due to related party applied towards note receivable		135,000			–			135,000
Capital lease for property acquisition		171,237			–			301,150
Property rights acquired via liability assumed		–			1,000,000			900,000
	$	~~171~~306,237		$	13,020,000		$	3,~~235~~370,575
Acquisition of Santa Teresa Minerals
Assets acquired	$	–		$	–		$	34,~~755~~270,~~278~~575
Liabilities assumed		–			–			(2,555,926	)
Liabilites assumed		–			–			(2,555,926	)
Goodwill		–			–			66,258
Total, less of cash acquired	$	–		$	–		$	1,265,610
Total, less of cash aquired	$	–		$	–		$	1,780,907
Common stock issued for acquisition		–			–			1,275,000
Sale of Sulfatos Chile S.A.
Notes receivable	$	135,000		$	–		$	135,000
Accounts payable applied towards cash payment		132,235						132,235
Accounts payable applied toward cash payment		132,235						132,235
Due to related party applied towards cash payment		1,932,765			–			1,932,765
Sulfatos Chile copper sulfate plant - CIP		(6,242,882	)		–			(6,242,882	)
Difference applied towards additional paid in capital	$	(4,042,882	)	$	–		$	(4,042,882	)

See notes to consolidated financial statements.

Casablanca Mining Ltd.
(An Exploration Stage Company)
Notes to Consolidated Financial Statements
Unaudited

NOTE 1: ORGANIZATION

Casablanca Mining Ltd. (the “Company” or “Casablanca”) is a Nevada corporation engaged in the acquisition, exploration, development, and operation of precious metal properties. The Company is an “exploration stage company” as defined in the Accounting Standards Codification Topic No. 915 “Development Stage Entities” (ASC 915).

Casablanca was incorporated as USD Energy Corp. on June 27, 2008. On December 31, 2010, the Company acquired Santa Teresa Minerals, S.A., a limited liability company organized under the laws of Chile (“Santa Teresa Minerals”). See “Note 4: Santa Teresa Minerals Acquisition.” Unless context requires otherwise, references to the "Company" or "we" refer to Casablanca and its consolidated subsidiaries. On February 4, 2011, the Company changed its name from USD Energy Corp. to Casablanca Mining Ltd.

The acquisition of of Santa Teresa Minerals was accounted for as a purchase. Accordingly, the operating statements and statements of cash flows of ~~the~~ the Company from December 31, 2010, through ~~June~~September 30, 2012, reflect the combined operations of Casablanca Mining Ltd. and Santa ~~Teresa~~ Teresa Minerals while the operating statements of the Company prior to December 31, 2010 reflect the historical operations of Casablanca only.

The Company’s accounting and reporting policies conform to U.S. GAAP applicable to exploration stage enterprises.

NOTE 2: GOING CONCERN

The Company’s financial statements at ~~June~~September 30, 2012, and for the period from inception (June 27, 2008) through ~~June~~September 30, 2012, have been prepared on a going concern basis, which contemplates the realization of assets and settlement of liabilities and commitments in the normal course of business. The Company has incurred a loss of $45,~~783~~137,~~389~~678 from inception through ~~June~~September 30, 2012. In addition, the Company has not generated any material revenues. These conditions raise substantial doubt as to the Company’s ability to continue as a going concern.

The Company may not be able to obtain additional funds that it may require. The Company does not presently have adequate cash from operations to meet its long-term needs. Except for the lines of credit of Santa Teresa Minerals, as discussed under "Note 9: Debt," the Company does not currently have any established third-party bank credit arrangements. The Company will seek additional funds through equity or debt financings, if available on terms and schedules acceptable to the Company. If the additional funds that the Company may require are not available to it, the Company may be required to curtail significantly or eliminate some or all of its development programs.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

NOTE 3: SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Principles of Consolidation

The consolidated financial statements include the financial statements of Casablanca, its wholly owned subsidiary Santa Teresa Minerals, and the subsidiaries and mining projects owned by Santa Teresa Minerals. All significant inter-company balances and transactions have been eliminated in consolidation.

Foreign Currency Translation

The financial statements of Casablanca’s wholly-owned subsidiary, Santa Teresa Minerals are measured using the local currency (the Chilean Peso (CLP) is the functional currency). Assets and liabilities of Santa Teresa Minerals are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average rates of exchange in effect during the period. The resulting cumulative translation adjustments have been recorded as a component of comprehensive income (loss), included as a separate item in the statement of operations. The exchange rate at ~~June~~September 30, 2012 was ~~500~~474.9013 Chilean Pesos per United States Dollar, based on historical rates from www.xe.com.

The Company is exposed to movements in foreign currency exchange rates. In addition, the Company is subject to risks including adverse developments in the foreign political and economic environment, trade barriers, managing foreign operations, and potentially adverse tax consequences. There can be no assurance that any of these factors will not have a material negative impact on the Company's financial condition or results of operations in the future.

Revenue Recognition

The Company recognizes revenues and the related costs when persuasive evidence of an arrangement exists, delivery and acceptance has occurred or service has been rendered, the price is fixed or determinable, and collection of the resulting receivable is reasonably assured. Amounts invoiced or collected in advance of product delivery or providing services are recorded as deferred revenue. The Company accrues for warranty costs, sales returns, bad debts, and other allowances based on its historical experience.

Allowance for Doubtful Accounts

The Company allows for an estimated amount of receivables that may not be collected. The Company estimates its allowance for doubtful accounts based on historical experience and customer relationships. As of ~~June~~September 30, 2012, no allowance has been recognized.

Inventory

Inventories consist of small amounts of gold recovered during mineral exploration and are stated at the market value on the date recovered. As of September ~~June~~ 30, 2012, ~~recovered~~ gold inventory was valued at $138,~~542~~894.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed principally on the straight-line method over the estimated useful life of each type of asset which ranges from three to five years. Major improvements are capitalized, while expenditures for repairs and maintenance are expensed when incurred. Upon retirement or disposition, the related costs and accumulated depreciation are removed from the accounts, and any resulting gains or losses are credited or charged to income.

Mining Properties and Equipment

The Company will follow the successful efforts method of accounting. All developmental costs will be capitalized. Depreciation and depletion of producing properties will be computed on the unit-of-production method based on estimated proved reserves. Repairs and maintenance will be expensed, while renewals and betterments will be generally capitalized.

At least quarterly, or more frequently if conditions indicate that long-term assets may be impaired, the carrying value of our properties will be compared to management's future estimated pre-tax cash flow from the properties. If undiscounted cash flows are less than the carrying value, then the asset value will be written down to fair value. Impairment of individually significant unproved properties will be assessed on a property-by-property basis, and impairment of other unproved properties is assessed and amortized on an aggregate basis.

Asset Retirement Obligation

The Company’s financial statements will reflect the fair value for any asset retirement obligation, consisting of future plugging and abandonment expenditures related to our properties, which can be reasonably estimated. The asset retirement obligation will be recorded as a liability at its estimated present value at the asset's inception, with an offsetting increase to producing properties on the balance sheet. Periodic accretion of the discount of the estimated liability will be recorded as an expense in the statements of operations. As of ~~June~~September 30, 2012, there have been no asset retirement obligations recorded.

Estimates

The presentation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 these estimates.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, accounts payable, and notes payable approximate fair value due to the short-term maturity of these instruments.

Earnings (Loss) Per Share

Per ASC Topic 260 “Earnings Per Share,” basic EPS is determined using net income (loss) divided by the weighted average shares outstanding during the period. Diluted EPS is computed by dividing net income (loss) by the weighted average shares outstanding, assuming all potentially dilutive shares of Common Stock were issued.

NOTE 4: SANTA TERESA MINERALS ACQUISITION

On December 31, 2010, the Company acquired Santa Teresa Minerals through the exchange of 25,500,000 shares of its Common Stock for all of the issued and outstanding capital shares of Santa Teresa’s Minerals pursuant to that certain Exchange Agreement (the “Exchange Agreement”), dated December 7, 2010, among the Company, Santa Teresa Minerals and the shareholders of Santa Teresa Minerals (collectively, the “Santa Teresa Shareholders”). The value of the shares of Common Stock issued in the exchange was $0.05 per share, as determined by a third party valuation.

107

In connection with the closing of the Exchange Agreement, the Company issued a note (the “Camus Note”) with a principal amount of $1,087,000 to Juan Carlos Camus Villegas (“Mr. Camus”), one of the Santa Teresa Shareholders and now the CEO of the Company, in exchange for a note in the same amount owed by Santa Teresa Minerals to him. The Camus Note bore no interest and was payable in full, unless earlier converted, on November 1, 2012. Mr. Camus was able to declare the Camus Note immediately due and payable in the event of any material breach of the note that remained uncured for 30 days, commencement of proceedings under bankruptcy, the Company’s dissolution, or attachment against a material portion of the Company’s assets. The Camus Note contained an anti-dilutive feature which allowed Mr. Camus to convert the Camus Note at any time on or prior to June 30, 2012 into Common Stock at the conversion price of the lesser of $0.01 per share of Common Stock or lowest price at which the Company issues Common Stock during the conversion period. This conversion right was personal to Mr. Camus and in general, would have been suspended at any time that the number of shares that had been issued, or were issuable, to the Santa Teresa Shareholders and their affiliates, or have otherwise been issued pursuant to the Camus Note, exceeded 51% of the number of shares of Common Stock outstanding.

On August 16, 2011, the Company entered into an Exchange Agreement with Mr. Camus, currently a director and the Company's Chief Executive Officer, pursuant to which the Camus Note was cancelled, upon certain terms and conditions, in exchange for $130,000 in cash, 2,000,000 shares of Common Stock, valued at $2,000,000, of the Company, and a new non-convertible promissory note in the amount of $1,000,000 (the “New Promissory Note”). See “Note 9: Debt.”

We have reviewed our acquisition of Santa Teresa Minerals to determine the proper accounting for this transaction in accordance with Accounting Standards Codification 805 – “Business Combinations” (ASC 805). Based on our review of ASC 805-10-55-11 and ASC 805-10-55-12, we have determined that the acquisition should be treated as a purchase.

The assets we acquired through Santa Teresa Minerals included principally: cash, accounts receivable, and fixed assets (recorded at fair value), including land and mining equipment; and liabilities assumed consisting of accounts payable and notes and loans payable. The difference between the value of the shares issued in consideration and the assets less liabilities was recorded as goodwill.

Assets Acquired & Liabilities Assumed	Amounts

Cash		9,390
Accounts receivable		9,762
Fixed assets		3,745,516
Goodwill		66,258
Accounts payable		(15,012	)
Notes and loans payable		(2,540,914	)

Purchase price	$	1,275,000

NOTE 5: SULFATOS CHILE/BLUESTONE S.A.

On February 15, 2012, Santa Teresa Minerals sold its 60% equity interest in Sulfatos Chile to Bluestone S.A., an entity organized under the laws of Chile (“Bluestone”), pursuant to the stock purchase agreement dated January 26, 2012, as amended. The interests in Sulfatos Chile were sold in exchange for (a) Santa Teresa Minerals receiving 2,000 shares of common stock of Bluestone, representing 20% of the outstanding capital stock of Bluestone at the time; and (b) $2.2 million, with $1.1 million paid by cancellation of a demand loan made to Santa Teresa Minerals by Angelique de Maison in January 2012, which loan had been assigned by Ms. de Maison to Bluestone, and the balance of $1.1 million to be paid in monthly installments from time to time upon demand by Santa Teresa Minerals. A total of $2,~~065~~200,000 has been paid as of ~~June~~September 30, 2012 ~~with $135,000 remaining as a note receivable~~. Santa Teresa Minerals retained an obligation to provide $214,000 to Sulfatos Chile, which was paid by Santa Teresa Minerals with the proceeds from the purchase price.

The Company determined this transaction to be a related party transaction since both companies have a common officer and director. The $4,042,882 difference between the value of the interest and the consideration received was recorded through additional paid in capital. The 20% interest in Bluestone S.A. is valued at $nil, Bluestone’s historical cost.8

11The Company determined this transaction to be a related party transaction since both companies have a common officer and director. The $4,400,000 difference between the value of the interest and the consideration received was recorded through additional paid-in capital. The 20% interest in Bluestone S.A. was valued at $nil, Bluestone’s historical cost.

See Note 14 herein for further discussion regarding the disposition of Bluestone S.A. interests by Santa Teresa Minerals.

NOTE 6: PROPERTY AND EQUIPMENT

The following table sets forth our ~~fixed~~property ~~assets~~and equipment at the date indicated. These assets, with the exception of land which is not depreciable, are being depreciated over their remaining useful lives.

	June 30, 2012		December 31, 2011
	September 30,2012		December 31,2011
Mining Property/Land	$	4,~~550~~861,~~596~~436	$	4,393,985
Office Equipment		~~107~~115,~~941~~364		104,086
Furniture and Fixtures		~~104~~110,~~123~~002		100,404
Computer Equipment		5659,~~201~~375		54,195
Transportation/Heavy Equipment		~~420~~443,~~012~~727		236,090
Office Improvements		7679,~~126~~095		72,195
Total Property and Equipment	$	5,~~314~~669,~~999~~000	$	4,960,955
Less Accumulated Depreciation		~~255~~309,~~542~~814		184,178
Net Property and Equipment	$	5,~~059~~359,~~457~~186	$	4,776,777

AsFor ofthe ~~June~~nine months ended September 30, 2012, depreciation expense was $64103,~~392~~812 compared to $5764,~~886~~623 atfor ~~June~~the nine months eneded September 30, 2011.

In June, 2011, Santa Teresa Minerals, acquired a 70% ownership interest in each of the mining properties currently known as “Teresita uno de veinte” and “Los Pinos uno de treinta” (or the “Los Pinos Project”). The interests were transferred to Santa Teresa Minerals on June 29, 2011. We paid $200,000 at the closing of the purchase and $100,000 on the six month anniversary of the purchase. We are obligated to pay $100,000 on each of the twelve month and eighteen month anniversaries of the purchase agreement, $200,000 on each of the twenty four and thirty month anniversaries of the purchase agreement, and $300,000 on the 36 month anniversary of the purchase agreement. The twelve -month anniversary payment was made on July 3, 2012. The next payment of $100,000 is due at the end of December 2012.

NOTE 7: PROPERTY – CONSTRUCTION IN PROGRESS

On September 15, 2010, Santa Teresa Minerals and Minera Anica Ltda., an unaffiliated entity, formed the Chilean corporation, “Sulfatos Chile, S.A.”. Santa Teresa Minerals owned a 60% interest and Minera Anica Ltda. owned a 40% interest in Sulfatos Chile. Santa Teresa ~~Minerals~~ Minerals funded 100% of the operations of Sulfatos Chile through February 15, 2012, the date that Santa Teresa Minerals sold its 60% equity interest in Sulfatos Chile to Bluestone S.A., see Note 5: Sulfatos Chile. Through February 15, 2011, Santa Teresa Minerals ~~contributed~~ contributed $5,473,292 to Sulfatos Chile toward the construction of a copper sulfate production facility. In the first quarter of 2012, Santa Teresa Minerals provided the further financing necessary to complete the construction of the copper sulfate production ~~facility~~ facility and to put the copper sulfate production facility into production. Total amounts contributed ~~as of June 30, 2012~~ were $6,242,882. The copper sulfate production facility is owned by Sulfatos Chile and our interest in the plant was sold to Bluestone S.A. along with our interest in Sulfatos Chile on February 15, 2012.

NOTE 8: GOODWILL

In connection with the Santa Teresa Minerals acquisition, Casablanca issued 25,500,000 shares of Common Stock valued at $.05 per share for a total value of $1,275,000. This was recorded as Common Stock at par value of $25,500 with the remaining $1,249,500 recorded as additional paid-in capital. In connection with the acquisition, and in accordance with ASC Topic 805-30 “Business Combinations – Goodwill or Gain from Bargain Purchase Including Consideration Transferred,” we recorded goodwill in the amount of $66,258, representing the amount by which the total liabilities of Santa Teresa Minerals exceeded the total book value of the assets of Santa Teresa Minerals. In accordance with ASC Topic 350-20 "Intangibles - Goodwill and Other," goodwill was assessed and as of ~~June~~September 30, 2012, no impairment was noted.

NOTE 9: DEBT

In connection with the closing of the Exchange Agreement, the Company issued a note with a principal amount of $1,087,000 (the “Camus Note”) to Juan Carlos Camus Villegas (“Mr. Camus”), one of the Santa Teresa Shareholders and presently an officer and director of the Company, in exchange for a note in the same amount owed by Santa Teresa Minerals to him. See “Note 4: Santa Teresa Minerals Acquisition.”

On August 16, 2011, the Company entered into an Exchange Agreement with Mr. Camus pursuant to which the Camus Note was cancelled, upon certain terms and conditions, in exchange for $130,000 in cash, 2,000,000 shares of common stock of the Company, valued at a fair value of $1.00 per share, and a new non-convertible promissory note in the amount of $1,000,000 (the “New Promissory Note”).

The New Promissory Note, which does not contain the anti-dilutive features of the Camus Note, bears interest at a rate of 10% per annum, payable ~~monthly~~ monthly in arrears. Principal and accrued and unpaid interest ~~shall~~was be due and payable on November 1, 2012, ~~provided~~which ~~however~~has ~~that~~now been extended 90 days, to January 31, 2013, while the ~~loan~~Company seeks to secure outside capital. The loan will become payable immediately upon demand by Mr. Camus following certain events,; including the Company’s insolvency, bankruptcy, or general assignment for the benefit of creditors and/or if Mr. Camus no longer ~~being~~is a director of the Company (unless Mr. Camus is not a director because of his voluntary resignation as a director). As of ~~June~~September 30, 2012, the Company has paid Mr. Camus $58,333 in accrued interest.

In April 2010, prior to the Company’s acquisition of Santa Teresa Minerals, Metales Acer LTDA, loaned Santa Teresa Minerals 19,970,700 Chilean Pesos or approximately $3942,~~870~~121. The loan did not bear interest and did not specify a maturity date. During the ~~six~~nine months ended ~~June~~September 30, 2012, Metales Acer LTDA loaned Santa Teresa Minerals an additional 77116,~~401~~809,~~871~~926 Chilean Pesos or approximately $~~157~~246,~~305~~367. As of ~~June~~September 30, 2012, the balance of the loans from Metals Acer LTDA were $~~197~~288,~~175~~488. Juan Carlos Camus Villegas, our Chief Executive Officer and a director, is the CEO of Metales Acer LTDA. Santa Teresa Minerals may from time to time repay all or a portion of this outstanding debt.

In December 2011, Suprafin, Ltd. provided a total of $300,000 to the Company for short-term working capital needs. This balance was paid in full in January 2012. Zirk Engelbrecht, the Company’s President and a director, is the Chief Executive Officer, sole director and sole shareholder of Suprafin, Ltd.10

~~From~~In December 2011, ~~through February 15~~Suprafin, ~~2011, Ms~~Ltd. ~~de Maison~~ provided a total of $1300,~~100,~~000 into ~~working capital advances in~~ the ~~form~~Company offor anshort-term ~~unsecured demand~~working ~~loan~~capital ~~with~~needs. noThis ~~interest~~balance ~~and~~was nopaid ~~set~~in ~~terms~~full in ofJanuary ~~repayment~~2012. toZirk Engelbrecht, the Company’s ~~subsidiary,~~former ~~Santa~~President ~~Teresa~~and ~~Minerals.~~a Indirector, ~~February 2012~~is ~~these~~the ~~advances~~Chief ~~were~~Executive ~~assigned~~Officer, tosole ~~Bluestone~~director and ~~SA,~~sole shareholder of ~~which~~Suprafin, MsLtd. deSuprafin, ~~Maison~~Ltd. isprovided aan ~~major~~additional ~~shareholder~~$48,005 ~~and~~to ~~were~~the ~~applied~~Company toduring the ~~purchase of~~three ~~Santa~~months ~~Teresa~~ended September ~~Minerals’~~30, ~~60%~~2012 ~~equity~~for ~~interest~~working incapital ~~Sulfatos~~purposes. ~~Chile~~Mr. byEngelbrecht ~~Bluestone~~is ~~S.A~~no inlonger ~~February~~considered ~~2012.~~a ~~See~~related ~~“Note~~party 5:to ~~Sulfatos Chile~~the Company.”

13From December 2011 through February 15, 2011, Ms. de Maison provided a total of $1,100,000 in working capital advances in the form of an unsecured demand loan with no interest and no set terms of repayment to the Company’s subsidiary, Santa Teresa Minerals. In February 2012, these advances were assigned to Bluestone SA, of which Ms. de Maison is a major shareholder, and were applied to the purchase of Santa Teresa Minerals’ 60% equity interest in Sulfatos Chile by Bluestone S.A in February 2012. See “Note 5: Sulfatos Chile.”

Santa Teresa Minerals has several lines of credit with Banco Security with a total limit of CLP 177,715,084 or approximately $~~354~~374,~~799~~824. These lines of credit have historically been rolled over at the due date into a new line of credit with a revised due date and interest rate.

The following table sets forth the consolidated indebtedness of Casablanca and Santa Teresa Minerals at the date indicated. Inter-company transactions have been eliminated in the consolidated balance sheets:

Description	Terms	Balance Due at September 30 2012		~~Balance Due at June 30 2012~~	Balance Due at December 31, 2011		~~Balance Due at December 31, 2011~~
Angelique de Maison Loan	No Set Terms	$	$–	–	$	$860,000	~~860,000~~
Suprafin Short Term Advance	No Set Terms - Repaid in 30 Days		–	–		241,064	~~241,064~~
Loan with Metales Acer LTDA 4/30/10	Interest Free, No Repayment Date		288,488	~~197,175~~		38,446	~~38,446~~
Note to Juan Carlos Camus	See Note 4		1,000,000	~~1,000,000~~		1,000,000	~~1,000,000~~
	Total Related Party Debt	$	$1,288,488	~~1,197,175~~	$	$2,139,510	~~2,139,510~~
Line of Credit with Banco Security	Due 10/9/12 - 8.2%	$	$31,803	~~30,102~~	$	$29,014	~~29,014~~
Line of Credit with Banco Security	Due 8/20/12 - 8.8%		145,168	~~137,349~~		133,627	~~133,627~~
Line of Credit with Banco Security	Due 8/20/12 - 8.8%		192,079	~~181,785~~		175,443	~~175,443~~
Line of Credit with Banco Security	Due 6/28/13 - 8.8%		10,164	~~9,554~~		–	–
MasterCard Credit Card with Banco Security	Revolving Credit Card		1,876	~~1,861~~		2,810	~~2,810~~
	Total Loans Payable		$	360,651		$	340,894
Suprafin Short Term Advance	No Set Terms		48,005			–
	Total Debt		$	1,557,826		$	2,480,404
	Total Loans Payable	$	429,094		$	340,894
	Total Debt	$	1,717,583		$	2,480,404

NOTE 10: RELATED PARTY TRANSACTIONS

In August 2010, Sociedad Contractual Free Gold was formed as a joint venture between Santa Teresa Minerals and Juan Carlos Camus. Santa Teresa Minerals increased its original 60% ownership position to 99.9% through an acquisition of additional interests from Mario Oscar Comas San Martin in June 2011. The remaining 0.1% interest of Sociedad Contractual Free Gold is owned by Juan Carlos Camus, the CEO of Santa Teresa. Santa Teresa minerals is responsible for all mining, administrative, and operating management of this property and Mr. Camus is entitled to 0.1% of profits after direct and indirect costs.

From December 2011 through February 15, 2012, Ms. de Maison provided a total of $1,100,000 in working capital advances in the form of a demand loan with no interest and no set terms of repayment to the Company’s subsidiary, Santa Teresa Minerals. These advances were assigned to Bluestone SA, of which Ms. de Maison is a major shareholder, and were applied to the purchase of Santa Teresa Minerals’ 60% equity interest in Sulfatos Chile by Bluestone S.A in February 2012. See “Note 5: Sulfatos Chile.”

In April, 2010, prior to the Company’s acquisition of Santa Teresa Minerals, Metales Acer LTDA, loaned Santa Teresa Minerals 19,970,700 Chilean Pesos or approximately $39,870. The loan did not bear interest and did not specify a maturity date. During the six months ended June 30, 2012 Metales Acer LTDA loaned Santa Teresa Minerals an additional 77,401,871 Chilean Pesos or approximately $157,305. As of June 30, 2012, the balance of the loans from Metales Acer LTDA were $197,175. Juan Carlos Camus Villegas, our Chief Executive Officer and a director, is the CEO of Metales Acer LTDA. Santa Teresa Minerals may from time to time repay all or a portion of this outstanding debt.11

AsIn April 2010, prior to the Company’s acquisition of ~~June~~Santa 30Teresa Minerals, ~~2012~~Metales Acer LTDA, loaned Santa Teresa Minerals 19,970,700 Chilean ~~Juan~~Pesos Gor approximately $42,121. ~~Troncoso~~The ~~provided~~loan did not bear interest and did not specify a maturity date. During the nine months ended September 30, 2012, Metales Acer LTDA loaned Santa Teresa Minerals an additional 116,809,926 Chilean Pesos or approximately $20246,~~666~~367. As inof ~~services~~September ~~for~~30, 2012, the ~~Company~~balance ~~included~~of inthe ~~accounts~~loans ~~payable~~from -Metals ~~related~~Acer ~~party.~~LTDA Mrwere $288,488. ~~Troncoso~~Juan Carlos Camus Villegas, our Chief Executive Officer and a director, is the CEO of Metales Acer LTDA. Santa Teresa Minerals may from time to time repay all or a portion of ~~Company’s~~this ~~CFO~~outstanding debt.

As of ~~June~~ September 30, 2012, the Company invoiced Metales Acer Ltd. for scrap metal sold totaling $1344,~~809~~403. The scrap was sold at the prevailing market ~~rate~~ rate on the invoice date. Mr. Camus, the Company’s CEO, is the owner of Metales Acer Ltd.

NOTE 11: STOCKHOLDERS’ EQUITY

On December 20, 2010, we entered into a Consulting Agreement (the “Consulting Agreement”) with the Global Investments II (“Global ~~Investments~~ Investments II”) pursuant to which Global Investments II agreed to provide certain consulting services to the Company during a three year ~~terms~~term. Global Investments II is a Maine limited liability company in which William Farley, a member of the Company’s Board of Directors, is the sole member. As consideration for provision of the consulting services, the Company issued to Global Investments II a ten-year warrant (the “Warrant”) to purchase 7,000,000 shares of Common Stock for $.02 per share, subject to conditions noted in the agreement.

On October 14, 2011, Casablanca Mining Ltd. and LV Ventures Inc. (“LV Ventures”) entered in to a Stock Purchase Agreement (the “Stock Purchase Agreement”), whereby LV Ventures agreed to purchase 1,333,333 shares of common stock of the Company for a purchase price of $1.20 per share, in three equal monthly installments of 444,444 shares, each beginning on October 14, 2011. Concurrently with the Stock Purchase Agreement, the parties entered into a Registration Rights Agreement pursuant to which LV Ventures received two demand registration rights after April 15, 2012, and piggyback registration rights. The purchase of the first installment of 444,444 shares was completed on October 14, 2011, the purchase of the second installment of 444,444 was completed on November 21, 2011, the purchase of the third installment was completed in two parts, 250,000 shares on December 15, 2011, and 194,444 shares on January 5, 2012.

On February 15, 2012, Santa Teresa Minerals sold its 60% equity interest in Sulfatos Chile to Bluestone SAS.A., an entity organized under the laws of Chile (“Bluestone”), pursuant to the stock purchase agreement dated January 26, 2012, as amended. The $4,~~042~~400,~~882~~ 000 difference between the value of the interest and the consideration received was recorded through additional ~~paid~~ paid-in capital (See note ~~Note~~ 5).

NOTE 12: NEW ACCOUNTING PRONOUNCEMENTS

There were various ~~other~~ other accounting standards and interpretations issued in 2011 and 2012, none of which are expected to have a material impact on the Company’s financial position, operations, or cash flows.

NOTE 13: CAPITAL LEASE

On September 30, 2011, Santa Teresa Minerals entered into a capital lease agreement with Banco Santander Chile to lease two vehicles. The terms of the lease are 49 months with an interest rate of 9.48%. Monthly payments are CLP 723,332 estimated at $1,~~444~~526.

On November 30, 2011, Santa Teresa Minerals entered into a capital lease agreement with Banco Santander Chile to lease two vehicles. The terms of the lease are 49 months with an interest rate of 9.86%. Monthly payments are CLP 633,373 estimated at $1,~~264~~336.

On April 8, 2012, ~~Santa~~ Santa Teresa Minerals entered into a capital lease agreement with Banco Santander Chile to lease a gold wash-plant. The terms of ~~the~~ the lease are 49 months with an interest rate of 10.9%. Monthly payments are CLP 2,140,946, estimated at $4,~~270~~516.

Future lease payments are as follows:

	US$
2012	$	4122,~~868~~134
2013		8388,~~736~~536
2014		8388,~~736~~536
2015		8279,~~292~~760
2016		2613,~~884~~548
Total	$	~~318~~292,~~516~~514

NOTE 14: SUBSEQUENT EVENTS

In accordance with ~~Accounting~~ Accounting Standards Codification Topic No. 855 “Subsequent Events” (ASC 855), the Company has evaluated subsequent events through the time between the end of the reporting period and the time this Quarterly Report on Form 10-Q for the period ended ~~June~~ September 30, 2012 was filed and has found the following events to report:

On ~~July~~October 321, 2012, Santa Teresa Minerals ~~made~~ ~~the~~sold ~~twelve~~its ~~month~~remaining ~~anniversary~~20% ~~payment~~equity ~~due~~interest ~~toward~~(“Interests”) in Sulfatos Chile to Lustros, Inc., an entity organized under the ~~purchase~~laws of Utah (“Lustros”), pursuant to the ~~Los~~Waiver ~~Pinos~~Agreement ~~Project~~dated October 16, 2012. ~~See~~The ~~“Note~~Interests 6:in ~~Property~~Sulfatos Chile were sold in exchange for (a) Santa Teresa Minerals receiving $200,000 in cash; and ~~Equipment”~~(b) a waiver to any claim of ownership in Sulfatos, Lustros or any of their related parties.

1513

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in the Report to the “Company”, “we”, “us” or “our” refer to Casablanca Mining Ltd., a Nevada Corporation (“Casablanca”) and its consolidated subsidiary Santa Teresa Minerals, S.A., a limited liability company organized under the laws of Chile (“Santa Teresa Minerals”). The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes to the financial statements included elsewhere in this filing as well as with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011, filed with the Commission on April 16, 2012.

On December 31, 2010, the Company acquired Santa Teresa Minerals. For a discussion of our financial statements prior to the acquisition of Santa Teresa Minerals (the “Santa Teresa Acquisition”), see our financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Annual Report on Form 10-K for the year ~~ended~~ ended December 31, 2009, and our Annual Report on Form 10-K for the year ended December 31, 2010. The transaction was accounted for as a business combination or a purchase, and the operating statements of the Company prior to December 31, 2010 reflect the ~~historical~~ historical operations of Casablanca Mining Ltd. only. Prior to the Santa Teresa Acquisition, we conducted only nominal business operations. As such, comparisons to financial periods prior to the Santa Teresa Acquisition may not be meaningful.

Forward Looking Statements

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes appearing elsewhere in this Report. This discussion and analysis may contain forward-looking statements based on assumptions about our future business. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those set forth under “Factors that May Affect Future Operating Results” contained in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2011.

Overview

The Company engages in the acquisition, exploration, development, and operation of precious metal properties in South America since its acquisition of Santa Teresa Minerals. Its gold and copper mining operations are based near Santiago, Chile. Santa Teresa Minerals currently has, directly and indirectly through various equity interests, mining rights in a historically producing gold mine , “Free Gold,” and in exploration projects, the “Casuto Project,” consisting of Los Azules 1-3, Tauro 1-6, Los Chipi 1-16 and the “Los Pinos Project,” consisting of Los Pinos 1-30 and Teresita 1-20. These projects include 30 different mining and mineral exploration properties including gold, copper and copper sulfate. Santa Teresa Minerals divested ~~also~~of ~~owns~~its interests its 20% of Bluestone S.A. , which owns 60% of Sociedad Sulfatos Chile S.A., a copper sulfate production project that owns the Anica Copper Mines, ~~and~~which aoccurred ~~60% equity~~after ~~position in a company with~~ the ~~rights~~date toof athis ~~revolutionary~~quarterly ~~mining~~report ~~technology~~(see ~~that~~Note ~~extracts~~14 ~~gold,~~of ~~silver~~the ~~and~~Notes ~~copper~~to ~~from raw~~the ~~mining~~Financial ~~materials using a proprietary and patented electrolysis method of electromining~~Statements).

Results of Operations

Revenues

Revenue for the three and ~~six~~nine months ended ~~June~~ September 30, 2012 were $2721,~~624~~092 and $2748,~~624~~716, respectively from the sale of gold compared to $~~1,401~~431 and $23,~~768~~ 199 for the three and ~~six~~ nine months ended ~~June~~September 30, 2011, respectively mostly from the sale of scrap metal.

1614

We have had only minimal revenues generated to date as we have concentrated our efforts in obtaining permits, conducting mining tests, obtaining samples, and constructing plants. We expect Santa Teresa Minerals will begin to generate revenues from its Las Dichas joint venture mining ~~projects~~project in the fourth quarter of 2012.

Operating Expenses

For the three and ~~six~~nine months ended ~~June~~September 30, 2012, operating expenses were $~~325~~308,~~860~~045 and $~~767~~1,~~364~~075,409, respectively, compared to $~~363~~419,~~393~~148 and $~~610~~1,~~990~~030,137, respectively for the three and ~~six~~nine months ended ~~June~~September 30, 2011. Operating expenses were primarily associated with the operations of Santa Teresa Minerals in the ordinary course of business as well as legal and accounting expenses required by a public company.

Santa Teresa Minerals has incurred significant expenses since inception, mostly as the result of capital expenditures for ~~equipment and infrastructure,~~ exploration costs, development of technology, salaries for mining personnel, legal, accounting and office expenses. These expenses are expected to continue to increase as mining activity begins and as exploration efforts increase.

Interest Expense

Interest accrued or paid on notes payable, resulted in interest expense of $3245,~~911~~864 and $67113,~~942~~806 for the three and ~~six~~nine months ended ~~June~~September 30, 2012 respectively, compared to to $618,~~405~~911 and $1332,~~657~~567 in interest expense for the three and ~~six~~nine months ended ~~June~~September 30, 2011 respectively. Interest expense is mainly related to bank loans and lines of credit for Santa Teresa Minerals and the New Promissory Note with Mr. Camus.

Other Expense

There was no other expense for the three or ~~six~~nine months ended ~~June~~September 30, 2012, ~~nor~~compared to $2,043,000 in other expense for the three orand ~~six~~nine months ended ~~June~~ September 30, 2011 incurred as a result of the issuance of 2,000,000 shares of Common Stock at a fair value of $2,000,000 and the payment of $130,000 in cash per the New Promissory Note with Mr. Camus, and a reduction in the principal amount previously owed to Mr. Camus under the Camus Note of $87,000 as replaced by the New Promissory Note with Mr. Camus.

Net Loss

For the three and nine ~~six~~ months ended ~~June~~ September 30, 2012, net loss was $~~361~~354,~~528~~289 and $~~838~~1,~~063~~192,352 respectively, compared to net losses of $~~368~~2,~~397~~ 480,628 and $~~621~~3,~~879~~102,505 for the three and ~~six~~ nine months ended ~~June~~September 30, 2011, respectively. Net losses were due to the operational expenses, interest expense and other expense discussed above.

Financial Condition, Liquidity and Capital Resources

As of ~~June~~September 30, 2012, our principal ~~sources~~ sources of capital included ~~cash~~proceeds offrom ~~$107,007~~a ~~compared~~private toplacement ~~$137,119~~of atour ~~December 31~~Common Stock, ~~2011.~~proceeds ~~This~~from ~~capital~~loans ~~was~~from ~~generated~~related ~~through~~parties. ~~private~~Cash ~~placements~~decreased ofby ~~our~~$134,099 ~~Common~~compared ~~Stock~~to ~~and~~its ~~the~~increase ~~sale~~ of ~~our~~$137,119 ~~equity~~at ~~interest~~December 31, ~~in Sulfatos Chile~~2011.

Santa Teresa Minerals also has several lines of credit with Banco Security which provides liquidity for operations. These lines of credit have historically been rolled over at the due date into a new line of credit with a revised due date and interest rate.

During the next twelve months, the Company plans to satisfy its cash requirements by income from operations as well as additional equity financing and contributions from its current principal shareholders and other investors. The Company intends to undertake additional private placements of its securities in order to raise future development and operating capital. The Company depends upon capital to be derived from contributions from its principal shareholders and future financing activities such as subsequent offerings of its securities. There can be no assurance that the Company will be successful in raising the capital it requires through the sale of its securities.

17Going forward, Santa Teresa Minerals expects to incur average monthly costs, including capital purchases, of approximately $200,000 as it begins production at its Los Pinos properties. Santa Teresa Minerals also expects to incur further exploration costs and costs to develop additional properties as set forth in its plan of operations.

Going forward, Santa Teresa Minerals expects to incur average monthly costs, including capital purchases, of approximately $200,000 as it begins production at its Free Gold and Los Pinos properties. Santa Teresa Minerals also expects to incur further exploration costs and costs to develop technology as set forth in its plan of operations.

Los Pinos

In June 2011, the Company purchased a 70% ownership interest in each of the mining properties currently known as “Teresita uno de veinte” and “Los Pinos uno de treinta” (or the “Los Pinos Project”) for a purchase price of $1,200,000 payable in installments. We paid $200,000 at the closing of the purchase and paid $100,000 on the six month anniversary of the purchase agreement. We are obligated to pay $100,000 on each of the twelve month and eighteen month anniversaries of the purchase agreement dated May 6, 2011, $200,000 on each of the twenty four and thirty month anniversaries of the purchase agreement, and $300,000 on the 36 month anniversary of the purchase agreement. The twelve month anniversary payment was made on July 3, 2012.

To date we have completed a 4.2 kilometer access road at a cost of $126,000. On site worker lodging has been constructed. The area around the mine interest has been stabilized. Drainage is being installed to manage rain and water runoff. Geologists are conducting vein exploration and testing. Machinery is being brought in to begin the tunnel excavation.

Casuto Project

On our Casuto Project properties, we intend to conduct further geological assessment studies of the area in order to identify the old river channels and then to plan a campaign of boring and sampling in areas of greater interest, at a cost of approximately $1.0 million within the next 12 months.

Free Gold

We have completed the exploration phase and mining plan for our Free Gold property. We are awaiting final constitution of our mining claims that will allow us to begin the exploration phase of the project. Until such time that we receive the final constitution of our claims, we have temporarily suspended our operations at Free Gold and are concentrating our resources on the Los Pinos project.

Fast Cooper

We expect to not continue to incur patent related costs ~~as we continue work~~ on the pending patents in Canada, Australia and Brazil. Due to the high costs of maintaining patents and the recent divestiture of our Bluestone interests, which produces copper sulfate, the Company has decided to focus its efforts on developing its gold properties and will abandon efforts to market and raise capital for its copper technology.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company carried out an evaluation under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures as of ~~June~~September 30, 2012. In designing and evaluating the Company’s disclosure controls and procedures, the Company recognizes that there are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their desired control objectives. Additionally, in evaluating and implementing possible controls and procedures, the Company’s management was required to apply its reasonable judgment. Based upon the required evaluation, the Principal Executive Officer and Chief Financial Officer concluded that as of ~~June~~September 30, 2012, the Company’s system of controls and procedures are not effective to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The Company’s management intends to address the material weaknesses in its disclosure controls and procedures as soon as possible.

Because of our acquisition of Santa Teresa Minerals, there have been resulting changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the quarter ended ~~June~~September 30, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as we implemented a new accounting system.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A.: Risk Factors

Not applicable.

Item 2.: Unregistered Sales of Equity Securities and Use of Proceeds

From ~~December~~January 311, ~~2011~~ 2012 through ~~June~~September 30, 2012, the Company issued 194,445 shares of Common Stock at $1.20 per share to LV Ventures pursuant to the Stock Purchase Agreement dated October 14, 2011. These issuances were effected without registration under the Securities Act of 1933, as amended, in reliance on the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended, and/or Regulation D there under. LV Ventures is an accredited investor, no general solicitation or advertising was used in connection with the sale of the shares, and the Company has imposed appropriate limitations on resales. There was no underwriter involved in these sales.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosure

Not applicable.

Item 5. Other Information

~~None.~~Quarterly Events

~~Item~~On 6August 30, 2012, Casablanca Mining Ltd. ~~Exhibits~~ (the “Company”) accepted the resignation of Trisha Malone as Director of the Company; there are no disagreements with the Company on any matter relating to the Company's operations, policies or practices, as reported on Form 8-K filed with the Commission August 31,2012.

Exhibit No.		Description
4.1		Promissory Note, dated August 16, 2011, between Casablanca Mining Ltd. and Juan Carlos Camus Villegas. Incorporated by reference to the Current Report on Form 8-K filed on August 18, 2011.
10.1		Amendment No. 3 to Stock Purchase Agreement, dated September 1, 2011, between Casablanca Mining Ltd. and Angelique de Maison. Incorporated by reference to the Current Report on Form 8-K filed on September 6, 2011.
10.4		Exchange Agreement, dated August 16, 2011, between Casablanca Mining Ltd. and Juan Carlos Camus Villegas. Incorporated by reference to the Current Report on Form 8-K filed on August 18, 2011.
31.1		Certification of Chief Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
31.2		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a)
32.1		Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350
32.2		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350
101.INS		XBRL Instance Document*
101.SCH		XBRL Taxonomy Extension Schema*
101.CAL		XBRL Taxonomy Extension Calculation Linkbase*
101.DEF		XBRL Taxonomy Extension Definition Linkbase*
101.LAB		XBRL Taxonomy Extension Label Linkbase*
101.PRE		XBRL Taxonomy Extension Presentation Linkbase*

On August 30, 2012, Casablanca Mining Ltd. (the “Company”) accepted the resignation of Angelique De Maison as Director of the Company: there are no disagreements with the Company on any matter relating to the Company's operations, policies or practices, as reported on Form 8-K filed with the Commission August 31,2012.

*On ~~Pursuant~~August ~~to Rule 405(a)(2) of Regulation S-T~~30, ~~the~~2012, ~~Company~~Casablanca ~~will~~Mining ~~furnish~~Ltd. (the ~~XBRL~~“Company”) ~~Interactive~~accepted ~~Data~~the ~~Files~~resignation ~~with~~of ~~detailed~~Gonzalo Troncoso, ~~footnote tagging~~ as ~~Exhibit~~Chief ~~101~~Financial inOfficer anand ~~amendment~~director toof ~~this Form 10-Q within~~ the ~~permitted~~Company; ~~30-day~~there ~~grace~~are ~~period~~no ~~granted~~disagreements ~~for~~with the ~~first~~Company ~~quarterly~~on ~~period~~any inmatter ~~which~~relating to ~~detailed~~the ~~footnote~~Company's ~~tagging is~~operations, ~~required~~policies or practices.

19Also on August 30, 2012, Mark Zouvas was named Chief Financial Officer and was elected as a director for the Company. as reported on Form 8-K filed with the Commission August 31,2012. Mr. Zouvas has not entered into an employment agreement as of the date of this filing and is currently receiving annual compensation equal to $60,000.

Item 6: Exhibits

Exhibit No.		Description

10.1		Amendment No. 3 to Stock Purchase Agreement, dated September 1, 2011, between Casablanca Mining Ltd. and Angelique de Maison. Incorporated by reference to the Current Report on Form 8-K filed on September 6, 2011.
10.4		Exchange Agreement, dated August 16, 2011, between Casablanca Mining Ltd. and Juan Carlos Camus Villegas. Incorporated by reference to the Current Report on Form 8-K filed on August 18, 2011.
4.1		Promissory Note, dated August 16, 2011, between Casablanca Mining Ltd. and Juan Carlos Camus Villegas. Incorporated by reference to the Current Report on Form 8-K filed on August 18, 2011.
3.1		Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to Registration Statement on Form 10 filed on January 14, 2009.
3.2		Amendment to the Articles of Incorporation. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on February 8, 2011.
3.3		Bylaws. Incorporated by reference to Exhibit 3.4 to Registration Statement on Form 10 filed on January 14, 2009.
3.4		Amendment to the Bylaws. Incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 25, 2011.
31.01		Certification of Principal Executive Officer Pursuant to Rule 13a-14 (Filed herewith).
31.02		Certification of Principal Financial Officer Pursuant to Rule 13a-14 (Filed herewith).
32.01		CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith).
32.02		CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act (Filed herewith).
101.INS		XBRL Instance Document (Filed herewith).
101.SCH		XBRL Taxonomy Extension Schema Document (Filed herewith).
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document (Filed herewith).
101.LAB		XBRL Taxonomy Extension Labels Linkbase Document (Filed herewith).
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document (Filed herewith).
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document (Filed herewith).

SIGNATURES

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

/s/ Gonzalo Troncoso

	CASABLANCA MINING LTD.

Dated: November 19, 2012	By:	/s/ Mark S. Zouvas
		By: Mark S. Zouvas Its: Chief Financial Officer

~~Gonzalo Troncoso~~19

Chief Financial Officer

Date: August 20, 2012

Filing Compare · Casablanca Mining Ltd.