UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~March 3031, ~~2012~~2013

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

For the transition period from ______ to _______

Commission File Number 000-53558

CASABLANCA MINING LTD.

(Exact name of registrant as specified in its charter)

Nevada		2680-~~1240056~~0214005
(State of incorporation)		(I.R.S. Employer Identification No.)

~~2368~~417 ~~Second~~Orchid ~~Ave., 3rd~~Avenue ~~Floor San~~Corona ~~Diego~~Del Mar, CA ~~92101~~92625 (Address of principal executive offices) (619) 717-8047 (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 (~~Address~~1) has filed all reports required to be filed by Section 13 or 15(d) of ~~principal~~the ~~executive~~Securities ~~offices~~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. S Yes £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (~~619~~§232.405 of this chapter) ~~610-9368~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). S Yes £ No (Not required)

(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 (§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 £

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

Large Accelerated Filer	£	Accelerated Filer	£

Non-Accelerated Filer	£	Smaller Reporting Company	S

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

As of ~~November~~June 1617, ~~2012,~~2013 the issuer had 5960,~~657~~960,~~521~~633 shares of common stock (“Common Stock”) outstanding.

TABLE OF CONTENTS

		PAGE
PART I	FINANCIAL INFORMATION	1
ITEM 1.	CONSOLIDATED FINANCIAL STATEMENTS AND NOTES	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1413
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1617
ITEM 4.	CONTROLS AND PROCEDURES	17
PART II	OTHER INFORMATION	1718
ITEM 1.	LEGAL PROCEEDINGS	1718
ITEM 1A.	RISK FACTORS	1718
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	1718
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1718
ITEM 4.	MINING ~~SAFETY~~SAFTEY DISCLOSURE	1718
ITEM 5.	OTHER INFORMATION	18
ITEM 6.	EXHIBITS	1819

Special Note Regarding Forward-Looking Statements

Information 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 Balance Sheets as of March 31, 2013 and December 31, 2012.	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 Operations and Comprehensive Loss for the Three Months Ended March 31, 2013 and 2012.	3
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2011.	4
Unaudited Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2013 and 2012.	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.

-1-

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Balance Sheets

(~~Unaudited~~Unaudtied)

	September 30,			December 31,
	March 31, 2013			December 31, 2012
	2012			2011
ASSETS
ASSETS
Current Assets
Cash	$	36,~~020~~602		$	~~137~~2,~~119~~297
Accounts receivable		52,~~807~~179			1,~~472~~597
Accounts receivable, related party		–			13,809
Prepaids		108,364			92,288
Inventory		8,894			34,407
Total current assets		117,145			96,182
Prepaids		51,320			3,402
Total current assets		69,041			190,209
Other Assets
Property and equipment, net		~~497~~452,~~749~~681			~~382~~452,~~792~~815
Mining property		45,~~861~~018,~~436~~526			4,~~393~~941,~~985~~573
Property-construction in progress		–			5,473,292
Deposit on mining property option		67,875			–
Goodwill		66,258			66,258
Total other assets		5,~~425~~605,~~443~~340			105,~~316~~460,~~327~~646
TOTAL ASSETS	$	5,~~494~~722,~~484~~485		$	105,~~506~~556,~~536~~828
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	1898,~~105,300~~327		$	~~962~~910,~~422~~055
Accounts payable and accrued liabilities, related party		10,666			53,446
Due to related parties		1,683,784			1,563,501
Due to related parties		1,288,488			2,139,510
Notes payable		392,732			377,978
Loans payable		429,093			340,894
Capital lease, current portion		83,195			72,269
Capital lease, current portion		71,193			27,086
Total current liabilities		3,058,037			2,923,803
Total current liabilities		2,904,740			3,523,358
Long-term Liabilities
Long Term Liabilities
Capital lease, long-term		195,562			188,120
Capital lease, long term		208,713			99,457
Total long-term liabilities		195,562			188,120
Total long term liabilities		208,713			99,457
Total liabilities		3,253,600			3,111,923
Total liabilities		3,113,453			3,622,815
Stockholders' Equity
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
Common stock, $.001 par value, 100,000,000 shares authorized, 60,277,521 and 59,657,521 shares issued and outstanding, respectively		60,277			59,657
Additional paid-in capital		7,~~462~~819,~~657~~438			117,~~272~~662,~~400~~658
Accumulated other comprehensive income		(3,606	)		(502,816	)
Stock payable		193,600			–
Deficit accumulated during exploration stage		(5,137,678	)		(3,945,326	)
Accumulated other comprehensive income		199,168			163,329
Total stockholders' equity		2,381,031			6,883,721
Deficit accumulated during exploration stage		(5,803,598	)		(5,440,739	)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,494,484		$	10,506,536
Total stockholders' equity		2,468,885			2,444,905
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,722,485		$	5,556,828

See notes to consolidated financial statements.

-2-

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended						~~For~~From ~~the~~inception ~~Nine~~(June ~~Months~~27, ~~Ended~~2008) to						~~From Inception~~
	September 30,						September 30,						(June 27, 2008) to
	March 31, 2013			March 31, 2012			March 31, 2013
	2012			2011			2012			2011			2012
Income	$	10,989		$	–		$	97,987
Income	$	21,092		$	431		$	48,716		$	3,199		$	52,179
Operating expenses
Cost of goods sold		(21,472	)		–			(51,853	)		–			(51,853	)
Mining property expenses		118,937			194,433			1,189,302
Gross profit		(380	)		431			(3,137	)		3,199			326
Payroll expenses		64,579			–			517,139
Operating expenses
General and administrative		80,109			103,135			971,371
Mining property expenses		178,796			177,736			525,389			430,289			1,318,832
Legal and accounting		58,972			143,936			879,672
General and administrative		68,944			163,268			237,632			383,001			850,819
Total expenses		322,597			441,504			3,557,484
Legal and accounting		60,305			78,144			312,388			216,847			748,299
Operating loss		(311,608	)		(441,504	)		(3,459,497	)
Total expenses		308,045			419,148			1,075,409			1,030,137			2,917,950
Loss on note restructuring, related party		–			–			(2,043,000	)
Ordinary loss		(308,425	)		(418,717	)		(1,078,546	)		(1,026,938	)		(2,917,624	)
Interest expense		(51,251	)		(35,031	)		(301,101	)
Other expenses
Net loss	$	(362,859	)	$	(476,535	)	$	(5,803,598	)
Loss on note restructuring, related party		–			(2,043,000	)		–			(2,043,000	)		(2,043,000	)
Loss per share - basic	$	(0.01	)	$	(0.01	)
Interest expense		(45,864	)		(18,911	)		(113,806	)		(32,567	)		(177,054	)
Weighted average common shares - basic		59,767,743			59,646,837
Net loss	$	(354,289	)	$	(2,480,628	)	$	(1,192,352	)	$	(3,102,505	)	$	(5,137,678	)
Loss per share- basic	$	(0.01	)	$	(0.04	)	$	(0.02	)	$	(0.06	)
Weighted average common shares - basic		59,657,521			56,016,240			59,654,672			53,201,444

See notes to consolidated financial statements.

Statements of Comprehensive Loss

	For the Three Months Ended						~~For~~From ~~the~~inception ~~Nine~~(June ~~Months~~27, ~~Ended~~2008) to						~~From Inception~~
	September 30,						September 30,						(June 27, 2008) to
	March 31, 2013			March 31, 2012			March 31, 2013
	2012			2011			2012			2011			2012
Net loss	$	(362,859	)	$	(476,535	)	$	(5,803,598	)
Net loss	$	(354,289	)	$	(2,480,628	)	$	(1,192,352	)	$	(3,102,505	)	$	(5,137,678	)
Foreign currency translation adjustment		35,839			451,239			199,168
Foreign currency translation adjustment		212,734			(805,638	)		499,210			(704,468	)		(3,606	)
Total comprehensive loss	$	(327,020	)	$	(25,296	)	$	(5,604,430	)
Total comprehensive loss	$	(141,555	)	$	(3,286,266	)	$	(693,142	)	$	(3,806,973	)	$	(5,141,284	)

See notes to consolidated financial statements.

-3-

Casablanca Mining Ltd.

(An Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended						From Inception (June 27, 2008) to
	For the Three Months Ended						From June 27, 2008 (Inception) to
	September 30,						September 30,
	March 31, 2013			March 31, 2012			March 31, 2013
	2012			2011			2012
Cash flows from operating activities
Net loss	$	(1362,~~192,352~~859	)	$	(3476,~~102,505~~535	)	$	(5,~~137~~803,~~678~~598	)
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		~~103~~41,~~812~~670			6430,~~623~~362			~~283~~366,~~418~~084
Shares issued for patent license agreement		–			–			20,000
Change in operating assets and liabilities
Change in operating assets and liabilities:
Decrease (increase) in accounts receivable		(~~4,335~~582	)		(~~2,074~~105	)		37,~~955~~583
Decrease in accounts receivable, related party		13,809			–			–
Decrease in accounts receivable- related party		–			(3,455	)		–
Decrease (increase) in inventory		25,513			(26,902	)		(8,894	)
Increase in prepaid expenses		(16,076	)		(49,447	)		(108,364	)
Increase in prepaid expenses		(47,918	)		(7,398	)		(51,320	)
Increase (decrease) in accounts payable- related party		–			4,401			–
Increase in accrued interest included in notes payable		4,389			–			4,389
Increase (decrease) in accounts payable		(11,728	)		106,227			(17,346	)
Increase (decrease) in accounts payable, related party		(42,780	)		–			10,666
Cash used in operations		(349,575	)		(388,552	)		(3,622,641	)
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		(~~309~~13,~~718~~104	)		(~~400~~38,~~000~~325	)		(~~470~~619,~~672~~246	)
Property - construction in process		~~(562,893~~–	)		(3562,~~316,734~~893	)		(65,~~036~~866,185	)
Deposit on mining property option		(67,875	)		–			(67,875	)
Loan to Santa Teresa Minerals		–			–			(1,000,000	)
Cash used in investing activities		(~~872~~80,~~611~~979	)		(3601,~~716,734~~218	)		(7,~~497~~543,~~467~~916	)
Cash flows from financing activities
Proceeds from stock offering		~~233~~351,~~335~~000			5233,~~575,310~~334			8,~~236~~587,~~434~~433
Proceeds from notes payable		5911,~~092~~152			–1,533			8170,~~091~~235
Payments on notes payable		–(2,251	)		~~(54,695~~–	)		(7881,~~806~~057	)
Payments on capital lease		(3313,~~815~~769	)		–(10,189	)		(3770,~~185~~225	)
Proceeds from loans from related parties		1275,~~791,673~~457			–932,233			3,~~120~~428,~~281~~056
Payments on loans from related parties		(~~435~~141,~~000~~479	)		–(300,000	)		(~~665~~372,~~886~~365	)
Cash provided by financing activities		1480,~~615,285~~110			5856,~~520,615~~901			1011,~~655~~562,~~929~~077
Effect of foreign exchange rate change		(1245,~~024~~251	)		~~(704~~13,~~468~~068	)		(~~514~~388,~~840~~918	)
INCREASE (DECREASE) IN CASH		(134,099	)		107,082			3,020
INCREASE/(DECREASE) IN CASH		4,305			(119,801	)		6,602
BEGINNING CASH		~~137~~2,~~119~~297			9137,~~390~~119			–
ENDING CASH	$	36,~~020~~602		$	~~116~~17,~~472~~318		$	36,~~020~~602
Supplemental disclosure of cash flow information:
Interest paid	$	~~113~~51,~~806~~237		$	–25,000		$	~~165~~289,~~717~~750
Income taxes paid	$	–		$	–		$	–
Supplemental disclosure of non-cash investing activities:
Supplemental disclosure of non-cash investing and financing 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		32,137			–			291,963
Capital lease for property acquisition		171,237			–			301,150
Property rights acquired via liability assumed		–			–			700,000
Property rights acquired via liability assumed		–			1,000,000			900,000
	$	32,137		$	–		$	3,026,388
	$	306,237		$	3,020,000		$	3,370,575
Acquisition of Santa Teresa Minerals
Assets acquired	$	–		$	–		$	43,~~270~~764,~~575~~668
Liabilites assumed		–			–			(2,555,926	)
Liabilities assumed		–			–			(2,555,926	)
Goodwill		–			–			66,258
Total, less of cash aquired	$	–		$	–		$	1,780,907
Total, less cash acquired	$	–		$	–		$	1,275,000
Common stock issued for acquisition	$	–		$	–		$	1,275,000
Sale of Sulfatos Chile S.A.
Notes receivable	$	135,000		$	–		$	135,000
Due from applied to due to related party	$	–		$	394,272		$	200,000
Accounts payable applied toward cash payment		~~132,235~~–			132,235			132,235
Due to related party applied towards cash payment		~~1,932,765~~–			–1,673,493			12,~~932~~067,765
Sulfatos Chile copper sulfate plant - CIP		~~(6,242,882~~–	)		–(6,242,882	)		(6,242,882	)
Difference applied towards additional paid in capital	$	~~(4,042,882~~–	)	$	–(4,042,882	)	$	(43,~~042~~842,882	)

See notes to consolidated financial statements.

-4-

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 Santa Teresa Minerals was accounted for as a purchase. Accordingly, the operating statements and statements of cash flows of the Company from December 31, 2010, through ~~September~~December 3031, 2012, reflect the combined operations of Casablanca Mining Ltd. and Santa 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 ~~September~~March 3031, ~~2012~~2013, and for the period from inception (June 27, 2008) through ~~September~~March 3031, ~~2012~~2013, 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 $5,~~137~~803,~~678~~598 from inception through ~~September 30~~March 31, ~~2012~~2013. 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~~ may not be able to obtain additional funds that it may require. The Company does not presently have adequate cash from operations to to meet its long-term needs. Except for the lines of credit of Santa Teresa Minerals, as discussed under "Note 98: 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.

-5-

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~~comprehensive loss. The exchange rate at ~~September~~March 3031, ~~2012~~2013 was ~~474~~471.1330 Chilean Pesos per United States Dollar, based on historical ~~rates~~ 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 ~~September~~March 3031, ~~2012~~2013, 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~~ 30March 31, ~~2012~~2013, ~~gold~~there was ~~inventory~~no ~~was~~gold ~~valued~~recorded atin ~~$8,894~~inventory.

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~~follows the successful efforts method of accounting. All developmental costs ~~will~~have bebeen capitalized. Depreciation and depletion of ~~producing~~ 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.

-6-

Proven and Probable Reserves

The definition of proven and probable reserves is set forth in SEC Industry Guide 7. Proven reserves are reserves for which (a) quantity is computed from dimensions revealed in outcrops, trenches, workings or drill holes; grade and/or quality are computed from the results of detailed sampling and (b) the sites for inspection, sampling and measurement are spaced so closely and the geologic character is so well defined that size, shape, depth and mineral content of reserves are well-established. Probable reserves are reserves for which quantity and grade and/or quality are computed from information similar to that used for proven reserves, but the sites for inspection, sampling, and measurement are farther apart or are otherwise less adequately spaced. The degree of assurance, although lower than that for proven reserves, is high enough to assume continuity between points of observation. In addition, reserves cannot be considered proven and probable until they are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical and economic work performed and are economically and legally extractable at the time of the reserve determination.

Mineral Acquisition Costs

The costs of acquiring land and mineral rights are considered tangible assets. Significant acquisition payments are capitalized. General, administrative and holding costs to maintain an exploration property are expensed as incurred. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method. If no mineable ore body is discovered or such rights are otherwise determined to have diminished value, such costs are expensed in the period in which the determination is made.

Design, Construction, and Development Costs

Certain costs to design and construct processing facilities and mine may be incurred prior to establishing proven and probable reserves. Under these circumstances, we classify the project as an exploration stage project and expense substantially all costs, including design, engineering, construction, and installation of equipment. Certain types of equipment, which have alternative uses or significant salvage value, may be capitalized. If a project is determined to contain proven and probable reserves, costs incurred in anticipation of production can be capitalized. Such costs include development drilling to further delineate the ore body, removing overburden during the pre-production phase, building access ways, constructing facilities, and installing equipment. Interest costs, if any, incurred during the development phase, would be capitalized until the assets are ready for their intended use. The cost of start-up activities and on-going costs to maintain production are expensed as incurred. Costs of abandoned projects are charged to operations upon abandonment.

If a project commences commercial production, amortization and depletion of capitalized costs is computed on a unit-of–production basis over the expected reserves of the project based on estimated recoverable gold equivalent ounces.

Exploration Costs

Exploration costs are charged to expense as incurred. Costs to identify new mineral resources, to evaluate potential resources, and to convert mineral resources into proven and probable reserves are considered exploration costs.

Asset Retirement Obligation

The Company’s ~~financial~~ financial statements will reflect the fair value for any asset retirement obligation, consisting of future plugging and abandonment ~~expenditures~~ 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 ~~September~~March 3031, ~~2012~~2013, 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.

-7-

Income Taxes

Accounting Standards Codification Topic No. 740 “Income Taxes” (ASC 740) requires the asset and liability method of accounting be used for income taxes. Under the asset and liability method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Fair Value of Financial Instruments

The carrying amounts for the Company’s cash, accounts payable, accrued liabilities, capital leases, 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~~ SULFATOS ~~TERESA MINERALS~~CHILE/BLUESTONE ~~ACQUISITION~~S.A.

On ~~December~~February 3115, ~~2010~~ 2012, ~~the~~Santa Teresa ~~Company~~Minerals ~~acquired~~sold ~~Santa~~its ~~Teresa~~60% ~~Minerals~~equity ~~through~~interest in Sulfatos Chile to Bluestone S.A., an entity organized under the ~~exchange~~laws of 25Chile (“Bluestone”),~~500~~ 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 ~~its~~common ~~Common~~stock ~~Stock~~of ~~for~~Bluestone, ~~all~~representing 20% of the ~~issued~~outstanding capital stock of Bluestone at the time; and ~~outstanding~~(b) ~~capital~~$2.2 ~~shares~~million, with $1.1 million paid by cancellation of ~~Santa~~a ~~Teresa’s~~demand ~~Minerals~~loan ~~pursuant~~made to ~~that~~Santa ~~certain~~Teresa Minerals ~~Exchange~~by ~~Agreement~~Angelique ~~(the~~de ~~“Exchange Agreement”),~~Maison ~~dated~~in ~~December~~January 72012, ~~2010,~~which ~~among~~loan ~~the~~had ~~Company,~~been ~~Santa~~assigned ~~Teresa~~by ~~Minerals~~Ms. de Maison to Bluestone, and the ~~shareholders~~balance of $1.1 ~~Santa~~million ~~Teresa~~to ~~Minerals (collectively,~~be ~~the~~paid “in monthly installments from time to time upon demand by Santa Teresa ~~Shareholders”)~~Minerals. ~~The~~A ~~value~~total of ~~the~~$2,200,000 ~~shares~~has been paid as of ~~Common~~March ~~Stock~~31, ~~issued~~2013. inSanta ~~the~~Teresa ~~exchange was~~Minerals retained an obligation to provide $~~0.05~~214,000 ~~per~~to ~~share~~Sulfatos Chile, aswhich ~~determined~~was bypaid with athe ~~third~~proceeds ~~party~~from ~~valuation~~the purchase price.

7The Company determined this transaction to be a related party transaction since both companies had a common officer and director. The $4,040,000 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.

InOn ~~connection~~October ~~with the closing of the Exchange Agreement~~21, ~~the Company issued a note (the “Camus Note”) with a principal amount of $1~~2012,~~087,000~~ ~~to Juan Carlos Camus Villegas (“Mr. Camus”), one of the~~ Santa Teresa ~~Shareholders~~Minerals ~~and~~sold ~~now~~its ~~the CEO~~20% ofinterest ~~the Company,~~ in ~~exchange~~Bluestone ~~for a note in the same amount owed by Santa Teresa Minerals to him~~S.A. ~~The~~which ~~Camus~~represented ~~Note~~its ~~bore~~remaining noequity interest ~~and~~ ~~was payable~~ in ~~full,~~Sulfatos ~~unless~~Chile ~~earlier converted~~(the “Interests”), onto ~~November 1~~Lustros, ~~2012~~Inc., ~~Mr.~~an ~~Camus~~entity ~~was~~organized ~~able~~under ~~to declare~~ the ~~Camus~~laws ~~Note immediately due and payable in the event~~ of ~~any~~Utah ~~material~~(“Lustros”) ~~breach~~and ofowned ~~the~~by ~~note~~former officers ~~that~~and ~~remained~~directors ~~uncured for 30 days, commencement~~ of ~~proceedings under bankruptcy,~~ the Company~~’s dissolution~~, orpursuant ~~attachment~~to ~~against~~the aWaiver ~~material~~Agreement ~~portion~~dated ofOctober ~~the~~16, ~~Company’s assets~~2012. The ~~Camus~~ ~~Note~~Interests ~~contained~~were ansold ~~anti-dilutive~~in ~~feature~~exchange for ~~which~~(a) ~~allowed~~Santa ~~Mr.~~Teresa ~~Camus~~Minerals tocancelling ~~convert~~$200,000 ~~the~~in ~~Camus~~advances ~~Note~~from atSuprafin, ~~any~~Ltd; ~~time~~and on(b) ora ~~prior~~waiver to ~~June 30,~~any ~~2012~~claim ~~into Common Stock at the conversion price~~ of ~~the~~ownership ~~lesser~~in Sulfatos, ofLustros ~~$0.01~~or ~~per~~any ~~share~~ of ~~Common~~their ~~Stock~~related ~~or lowest price at which the Company issues Common Stock during the conversion period~~parties. ~~This~~See ~~conversion~~“Note ~~right~~8: ~~was personal to Mr~~Debt”. ~~Camus~~The ~~and~~net ineffect ~~general, would have been suspended at any time that the number~~ of ~~shares that had been issued, or were issuable, to~~ the ~~Santa~~interest ~~Teresa~~sold ~~Shareholders~~ and ~~their~~consideration received ~~affiliates,~~on orboth ~~have~~transactions ~~otherwise~~was ~~been~~recorded ~~issued~~as ~~pursuant~~contributed tocapital ~~the Camus Note, exceeded 51%~~ of ~~the number of shares of Common Stock outstanding~~$3,842,882.

OnNOTE ~~August~~5: Mining ~~16,~~Property/Land ~~2011, the Company entered into an Exchange Agreement with Mr. Camus, currently a director~~ and ~~the~~Deposits ~~Company's~~on ~~Chief Executive Officer,~~Mining 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.”Options

WeThe ~~have~~following ~~reviewed~~table sets forth our ~~acquisition~~mining ofproperty/land ~~Santa~~and ~~Teresa~~deposits ~~Minerals~~on tomining ~~determine~~options at the ~~proper~~date ~~accounting~~indicated. ~~for~~The ~~this~~Company ~~transaction~~follows inthe ~~accordance~~successful ~~with Accounting~~efforts ~~Standards~~method ~~Codification~~of ~~805~~accounting. –All ~~“Business~~developmental ~~Combinations”~~costs ~~(ASC~~have ~~805)~~been capitalized. ~~Based~~As ~~on our review~~ of ~~ASC~~the ~~805-10-55-11~~stated ~~and~~dates ~~ASC 805-10-55-12,~~no weimpairment ~~have~~on ~~determined~~these ~~that~~properties ~~the~~was deemed ~~acquisition should be treated as a purchase~~necessary.

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.

	March 31, 2013		December 31, 2012

Mining Property/Land	$	5,018,526	$	4,941,573
Deposit on mining property options	$	67,875	$	–

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

-8-

~~NOTE~~On ~~5: SULFATOS~~January ~~CHILE/BLUESTONE~~25, 2013, Santa Teresa Minerals, S.A., acquired the option to purchase 80% of the Las Palmas gold mine in Chile. Santa Teresa has the right to mine the property during a one-year option period. The Company may continue to make purchase payments totaling $2 million (USD) over a period of 30 months to acquire Las Palmas or decline to purchase the property. An initial payment of $67,875 was made on the acquisition date and a subsequent payment of $50,000 was made on May 15, 2013

OnIn ~~February~~June, 152011, ~~2012,~~ Santa Teresa Minerals, ~~sold~~acquired ~~its~~a 6070% ~~equity~~ownership interest in ~~Sulfatos~~each ~~Chile~~of tothe ~~Bluestone~~mining ~~S.A.,~~properties ancurrently ~~entity~~known ~~organized~~as ~~under~~“Teresita ~~the~~uno ~~laws~~de veinte” ofand ~~Chile (~~“~~Bluestone”),~~Los ~~pursuant~~Pinos touno ~~the~~de ~~stock~~treinta” ~~purchase~~(or ~~agreement~~the ~~dated~~“Los ~~January~~Pinos ~~26,~~Project ~~2012, as amended~~”). The interests in ~~Sulfatos Chile~~ were ~~sold~~transferred ~~in exchange for (a)~~ to Santa Teresa Minerals ~~receiving~~on 2June 29,~~000~~ ~~shares~~2011. ofWe ~~common~~paid ~~stock of Bluestone~~$200,000 ~~representing 20%~~at of the ~~outstanding~~closing ~~capital stock~~ of ~~Bluestone at~~ the ~~time;~~purchase, and ~~(b)~~ $~~2.2 million~~100,000 ~~with~~on ~~$1.1~~each ~~million~~of ~~paid~~the bysix ~~cancellation of~~month, a12 ~~demand~~month ~~loan~~and ~~made~~18 tomonth ~~Santa~~anniversaries ~~Teresa~~of ~~Minerals~~the bypurchase ~~Angelique~~agreement. deThe ~~Maison~~12 inmonth ~~January~~anniversary ~~2012,~~payment ~~which~~of ~~loan~~$100,000 ~~had~~was ~~been~~made ~~assigned~~on byJuly ~~Ms. de Maison~~3, to2012 ~~Bluestone,~~ and the ~~balance~~18 month anniversary payment of $~~1.1~~100,000 ~~million~~was tomade beon ~~paid~~December in30, ~~monthly~~2012. ~~installments~~We ~~from~~are ~~time~~obligated to ~~time~~pay ~~upon demand by Santa Teresa Minerals. A total of~~ $2,200,000 ~~has~~on ~~been~~each ~~paid as~~ of the ~~September~~24 and 30, ~~2012.~~month ~~Santa~~anniversaries ~~Teresa~~of ~~Minerals~~the ~~retained~~purchase anagreement, ~~obligation~~and ~~to provide~~ $~~214~~300,000 toon ~~Sulfatos~~the ~~Chile,~~36 ~~which~~month ~~was~~anniversary ~~paid~~of ~~by Santa Teresa Minerals with~~ the ~~proceeds from the~~ purchase ~~price~~agreement.

The 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~~ sets forth our property 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.

	September 30,2012		December 31,2011
	March 31, 2013		December 31, 2012
Mining Property/Land	$	4,861,436	$	4,393,985
Office Equipment	$	115,946	$	114,215
Office Equipment		115,364		104,086
Furniture and Fixtures		113,086		108,906
Furniture and Fixtures		110,002		100,404
Computer Equipment		60,684		58,783
Computer Equipment		59,375		54,195
Mining/Heavy Equipment		302,040		296,316
Transportation/Heavy Equipment		443,727		236,090
Vehicles		175,129		142,992
Office Improvements		79,~~095~~494		7278,~~195~~307
Total Property and Equipment	$	5846,~~669,000~~379	$	4799,~~960,955~~519
Less Accumulated Depreciation		~~309~~393,~~814~~698		~~184~~346,~~178~~704
Net Property and Equipment	$	5452,~~359,186~~681	$	4452,~~776,777~~815

For the ~~nine~~three months ended March ~~September 30~~31, ~~2012~~2013, depreciation expense was $~~103~~41,~~812~~670 compared to $6430,~~623~~362 for the ~~nine~~three months ~~eneded~~ended ~~September~~March 3031, ~~2011~~2012.

InNOTE 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 2012.7: GOODWILL

9In 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 March 31, 2013, no impairment was noted.

NOTE 78: ~~PROPERTY – CONSTRUCTION IN PROGRESS~~ DEBT

OnIn ~~September~~connection ~~15,~~with the ~~2010,~~closing ~~Santa~~of ~~Teresa~~the ~~Minerals~~Exchange ~~and~~Agreement ~~Minera~~(as ~~Anica~~defined ~~Ltda.~~below), ~~an unaffiliated entity, formed~~ the ~~Chilean~~Company ~~corporation,~~issued ~~“Sulfatos Chile, S.A.”. Santa Teresa Minerals owned~~ a ~~60%~~note ~~interest~~with ~~and Minera Anica Ltda. owned~~ a ~~40%~~principal ~~interest~~amount ~~in Sulfatos Chile. Santa Teresa Minerals funded 100%~~ of ~~the operations of Sulfatos Chile through February 15~~$1, ~~2012~~087,000 (the ~~date that Santa Teresa Minerals sold its~~“Camus ~~60%~~Note”) ~~equity interest in Sulfatos Chile~~ to ~~Bluestone~~Juan ~~S.A.,~~Carlos ~~see~~Camus ~~Note~~Villegas ~~5: Sulfatos Chile~~(“Mr. ~~Through February 15~~Camus”), ~~2011,~~one ~~Santa Teresa Minerals 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~~Shareholders ~~provided~~and ~~the~~presently ~~further financing necessary to complete the construction of the copper sulfate production~~an ~~facility~~officer and todirector ~~put~~of the ~~copper sulfate production facility into production. Total amounts contributed were $6~~Company,~~242,882.~~ ~~The~~in ~~copper sulfate~~exchange ~~production~~for ~~facility~~a isnote ~~owned by Sulfatos Chile and our interest~~ in the ~~plant~~same ~~was~~amount ~~sold~~owed toby ~~Bluestone~~Santa ~~S.A.~~Teresa ~~along~~Minerals ~~with~~to ~~our interest in Sulfatos Chile on February 15, 2012~~him.

~~NOTE~~On ~~8: GOODWILL~~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 ”).

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~~9-30 “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 September 30, 2012, no impairment was noted.

~~NOTE~~The ~~9: DEBT~~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 in arrears. Principal and accrued and unpaid interest was due and payable on November 1, 2012, which was extended 90 days, to January 31, 2013, and was extended again on January 31, 2013 to January 31, 2014 while the 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 is a director of the Company (unless Mr. Camus is not a director because of his voluntary resignation as a director). During the three months ended March 31, 2013, the Company did not pay any interest to Mr. Camus under this note.

In ~~connection~~April ~~with~~2010, prior to the ~~closing~~Company’s acquisition of ~~the~~Santa ~~Exchange~~Teresa ~~Agreement~~Minerals, ~~the~~Metales ~~Company~~Acer ~~issued~~LTDA, aloaned ~~note~~Santa ~~with~~Teresa aMinerals ~~principal~~19,970,700 ~~amount~~Chilean ofPesos or approximately $141,~~087~~702. The loan did not bear interest and did not specify a maturity date. During the twelve months ended December 31,~~000~~ (2012, Metales Acer LTDA loaned Santa Teresa Minerals an additional $521,800. During the ~~“Camus~~three ~~Note”)~~months ended March 31, 2013, toadditional loans from Juan Carlos Camus Villegas ~~(“Mr.~~and ~~Camus”),~~Metales ~~one~~Acer LTDA of ~~the~~$275,457 ~~Santa~~were ~~Teresa~~made ~~Shareholders~~to cover operations and ~~presently~~repayment of an$141,479. ~~officer~~The ~~and~~balance ~~director~~ of the ~~Company~~loans from Metals Acer LTDA was $683,784. inJuan ~~exchange~~Carlos ~~for~~Camus Villegas, our Chief Executive Officer and a ~~note~~director, inis the ~~same~~CEO ~~amount~~of ~~owed~~Metales byAcer LTDA. Santa Teresa Minerals may from time to ~~him.~~time ~~See~~repay ~~“Note~~all 4:or ~~Santa~~a ~~Teresa Minerals~~portion ~~Acquisition~~of this outstanding debt.”

OnIn ~~August~~December 162011, ~~2011~~Suprafin, ~~the~~Ltd. ~~Company~~provided ~~entered~~a ~~into~~total anof ~~Exchange~~$300,000 ~~Agreement~~to ~~with~~the ~~Mr.~~Company ~~Camus~~for ~~pursuant~~short-term toworking ~~which~~capital ~~the~~needs. ~~Camus~~This ~~Note~~balance was ~~cancelled,~~paid ~~upon~~in ~~certain~~full ~~terms~~in January 2012. Zirk Engelbrecht, the Company’s former President and ~~conditions~~a director, inis ~~exchange~~the ~~for~~Chief ~~$130~~Executive Officer,~~000~~ insole ~~cash~~director and sole shareholder of Suprafin, 2Ltd. Suprafin,~~000,000~~ ~~shares~~Ltd. ofprovided ~~common~~an ~~stock~~additional of$201,802 to the Company, ~~valued~~during atthe asix ~~fair~~months ~~value~~ended ofDecember 31, $12012 for working capital purposes.~~00 per~~ ~~share~~$200,000 ~~and~~was aapplied ~~new~~to ~~non-convertible~~the ~~promissory~~purchase ~~note~~of Santa Teresa Minerals’ 20% equity interest in ~~the~~Bluestone ~~amount~~S.A. ofSee $1“Note 4: Sulfatos Chile/Bluestone S.A.” The balance due to Suprafin,~~000~~ Ltd. at March 31,~~000~~ ~~(the~~2013 ~~“New~~is $6,960. ~~Promissory~~Mr. ~~Note”)~~Engelbrecht is no longer considered a related party to the Company.

~~The~~From ~~New~~December ~~Promissory~~2011 through ~~Note~~February 15, ~~which~~2011, ~~does~~Ms. ~~not~~de ~~contain~~Maison ~~the~~provided ~~anti-dilutive~~a ~~features~~total of ~~the~~$1,100,000 ~~Camus~~in ~~Note,~~working ~~bears~~capital ~~interest~~advances atin athe ~~rate~~form of ~~10%~~an ~~per~~unsecured ~~annum, payable~~demand ~~monthly~~loan inwith ~~arrears.~~no ~~Principal and accrued and unpaid~~ interest ~~was due~~ and ~~payable~~no onset ~~November 1,~~terms ~~2012,~~of ~~which~~repayment ~~has now been extended 90 days,~~ to ~~January 31, 2013, while~~ the Company’s ~~seeks~~subsidiary, toSanta ~~secure~~Teresa ~~outside capital~~Minerals. ~~The~~In ~~loan~~February 2012, ~~will~~these ~~become~~advances ~~payable~~were ~~immediately~~assigned ~~upon~~to ~~demand~~Bluestone bySA, ~~Mr.~~of ~~Camus~~which ~~following~~Ms. ~~certain~~de ~~events;~~Maison ~~including~~is ~~the~~a ~~Company’s~~major ~~insolvency~~shareholder, ~~bankruptcy, or~~and ~~general~~were ~~assignment~~applied ~~for~~to the ~~benefit~~purchase of Santa ~~creditors~~Teresa ~~and/or~~Minerals’ if60% ~~Mr.~~equity ~~Camus~~interest noin ~~longer~~Sulfatos isChile aby ~~director~~Bluestone ofS.A ~~the~~in ~~Company~~February ~~(unless Mr~~2012. ~~Camus is~~See ~~not~~“Note a4: ~~director~~Sulfatos Chile/Bluestone ~~because~~SA.” ofMs. ~~his~~de ~~voluntary~~Maison ~~resignation~~is asno alonger ~~director).~~considered Asa ofrelated ~~September~~party ~~30,~~to ~~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~~has ~~Pesos~~several orlines ~~approximately~~of ~~$42,121.~~credit ~~The~~with ~~loan~~Banco ~~did~~Security ~~not~~with ~~bear interest and did not specify~~ a ~~maturity~~total ~~date.~~limit ~~During~~of ~~the~~CLP ~~nine months ended September 30~~179, ~~2012~~350,194 ~~Metales Acer LTDA loaned Santa Teresa Minerals an additional 116,809,926 Chilean Pesos~~ or approximately $~~246~~385,~~367~~772. As ofThese ~~September~~lines ~~30, 2012, the balance~~ of ~~the~~credit have ~~loans~~historically ~~from~~been ~~Metals~~rolled ~~Acer~~over ~~LTDA~~at ~~were~~the ~~$288,488.~~due ~~Juan~~date ~~Carlos~~into ~~Camus Villegas, our Chief Executive Officer and~~ a ~~director,~~new isline ~~the CEO~~ of ~~Metales~~credit ~~Acer~~with ~~LTDA.~~a ~~Santa~~revised ~~Teresa~~due ~~Minerals~~date ~~may~~and ~~from~~interest ~~time to time repay all or a portion of this outstanding debt~~rate.

10The 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:

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 former President and a director, is the Chief Executive Officer, sole director and sole shareholder of Suprafin, Ltd. Suprafin, Ltd. provided an additional $48,005 to the Company during the three months ended September 30, 2012 for working capital purposes. Mr. Engelbrecht is no longer considered a related party to the Company.

Description	Terms	Balance Due at March 31, 2013		Balance Due at December 31, 2012

Loans with Metales Acer LTDA 4/30/10	Interest Free, No Repayment Date	$	683,784	$	563,502
Note to Juan Carlos Camus	See Note 8		1,000,000		1,000,000
	Total Related Party Debt	$	1,683,784	$	1,563,502

Line of Credit with Banco Security	Due 3/11/13 - 8.5%	$	31,932	$	31,508
Line of Credit with Banco Security	Due 2/17/13 - 8.8%		151,425		143,783
Line of Credit with Banco Security	Due 2/17/13 - 8.8%		191,688		190,301
Line of Credit with Banco Security	Due 6/28/13 - 8.8%		10,207		10,071
Suprafin Short Term Advance	No Set Terms		6,960		1,802
MasterCard Credit Card with Banco Security	Revolving Credit Card		520		513
	Total Loans Payable	$	392,732	$	377,978

	Total Debt	$	2,076,516	$	1,941,480

From 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.”-10-

~~Santa~~NOTE ~~Teresa~~9: RELATED ~~Minerals has~~PARTY several lines of credit with Banco Security with a total limit of CLP 177,715,084 or approximately $374,824. 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.TRANSACTIONS

~~The~~On ~~following~~August ~~table~~16, 2011, the ~~sets~~Company ~~forth~~entered into an Exchange Agreement with Mr. Camus pursuant to which the ~~consolidated~~Camus ~~indebtedness~~Note ofwas ~~Casablanca~~cancelled, upon certain terms and conditions, ~~Santa~~in ~~Teresa~~exchange ~~Minerals~~for at$130,000 in cash, 2,000,000 shares of common stock of the ~~date~~Company, ~~indicated.~~valued ~~Inter-company~~at ~~transactions~~a fair value of $1.00 ~~have~~per ~~been~~share, ~~eliminated~~and a new non-convertible promissory note in the ~~consolidated~~amount ~~balance~~of ~~sheets:~~$1,000,000 (the “ New Promissory Note ”).

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

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 in arrears. Principal and accrued and unpaid interest was due and payable on November 1, 2012, which was extended 90 days, to January 31, 2013 and was extended again on January 31, 2013 to January 31, 2014, while the 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 is a director of the Company (unless Mr. Camus is not a director because of his voluntary resignation as a director). During the three months ended March 31, 2013, the Company did not pay Mr. Camus any interest under this note.

~~NOTE~~During ~~10: RELATED~~the ~~PARTY~~three ~~TRANSACTIONS~~months ended March 31, 2013, additional loans from Juan Carlos Camus Villegas and Metales Acer LTDA of $275,457 were made to cover operations and repayment of $141,479. On March 31, 2013, the balance of the loans from Metals Acer LTDA was $683,784.

InNOTE ~~August 2010,~~10: STOCKHOLDERS’ 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.EQUITY

~~From~~On ~~December 2011 through~~ February 15, ~~2012~~2013, ~~Ms.~~the Company deissued ~~Maison provided a total of $1~~620,~~100,~~000 inshares ~~working~~of ~~capital~~its ~~advances~~Common inStock ~~the~~to ~~form~~five ofindividual apurchasers ~~demand~~at ~~loan with~~an noaverage ~~interest~~price ~~and no set terms~~ of ~~repayment~~$0.25 toper ~~the Company’s subsidiary~~share, ~~Santa Teresa Minerals. These advances were assigned~~pursuant to ~~Bluestone SA, of which Ms. de Maison is~~ a ~~major~~Subscription ~~shareholder,~~Agreement ~~and~~dated ~~were applied~~ to the ~~purchase~~same. ofThe ~~Santa~~Company ~~Teresa~~received ~~Minerals’ 60%~~$155,000 ~~equity interest~~ in ~~Sulfatos Chile by Bluestone S~~proceeds.~~A in February 2012. See “Note 5: Sulfatos Chile.”~~

11On March 15, 2013, the Company sold 701,000 shares of its Common Stock to five individual purchasers at an average price of $0.28 per share, pursuant to a Subscription Agreement dated the same. The Company received $196,000 in proceeds. These shares had not been issued as of March 31, 2013, as such they were accounted for as stock payable.

InNOTE ~~April~~11: NEW ~~2010,~~ACCOUNTING prior to the Company’s acquisition of Santa Teresa Minerals, Metales Acer LTDA, loaned Santa Teresa Minerals 19,970,700 Chilean Pesos or approximately $42,121. The 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 $246,367. As of September 30, 2012, the balance of the loans from Metals Acer LTDA were $288,488. 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.PRONOUNCEMENTS

AsIn February 2013, the FASB issued authoritative guidance on the reporting of ~~September~~reclassifications out of accumulated other comprehensive income. The guidance ~~30,~~requires ~~2012~~an entity to present, either on the ~~Company~~face ~~invoiced~~of ~~Metales~~the ~~Acer~~statement ~~Ltd.~~where ~~for~~net ~~scrap~~income ~~metal~~is ~~sold~~presented ~~totaling~~or ~~$44~~in the notes,~~403.~~ ~~The~~significant ~~scrap~~amounts reclassified ~~was~~out ~~sold~~of ataccumulated other comprehensive income by the ~~prevailing~~respective ~~market~~line items of net income if the amount is reclassified ~~rate~~to onnet income in its entirety in the ~~invoice~~same ~~date.~~reporting Mrperiod. ~~Camus~~The guidance is effective for fiscal years beginning after December 15, 2012, with early adoption permitted. The adoption of this guidance did not have a material effect on the Company’s ~~CEO~~financial condition, isresults ~~the owner~~ of ~~Metales~~operations ~~Acer~~or ~~Ltd~~cash flows.

~~NOTE~~The ~~11: STOCKHOLDERS’~~Company has implemented ~~EQUITY~~all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company 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.

OnNOTE ~~December~~12: CAPITAL 20, 2010, we entered into a Consulting Agreement (the “Consulting Agreement”) with the Global Investments II (“Global Investments II”) pursuant to which Global Investments II agreed to provide certain consulting services to the Company during a three year 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.LEASE

On ~~October~~September 1430, 2011, ~~Casablanca~~ ~~Mining~~Santa ~~Ltd.~~Teresa ~~and~~Minerals ~~LV Ventures Inc. (“LV Ventures”)~~ entered ininto to a ~~Stock~~capital ~~Purchase~~lease ~~Agreement~~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~~Banco ~~Stock~~Santander ~~Purchase~~Chile ~~Agreement, the parties entered into a Registration Rights Agreement pursuant~~ to ~~which LV~~lease ~~Ventures received~~ two ~~demand registration rights after April 15, 2012, and piggyback registration rights~~vehicles. The ~~purchase of the first~~terms ~~installment~~ of ~~444,444 shares was completed on October 14, 2011,~~ the ~~purchase~~lease ofare ~~the~~49 ~~second~~months ~~installment~~with ofan ~~444,444~~interest ~~was~~rate ~~completed on November 21, 2011, the purchase~~ of ~~the~~9.48%. ~~third~~Monthly ~~installment~~payments ~~was~~are ~~completed~~CLP ~~in two parts~~723,332 ~~250,000~~estimated ~~shares~~at ~~on December 15~~$1, ~~2011, and 194,444 shares on January 5, 2012~~510.

On ~~February~~November 1530, ~~2012~~2011, Santa Teresa Minerals ~~sold~~entered ~~its~~into ~~60%~~a ~~equity~~capital ~~interest~~lease inagreement ~~Sulfatos~~with ~~Chile~~Banco toSantander ~~Bluestone S.A., an entity organized under the laws of~~ Chile ~~(“Bluestone”), pursuant~~ to ~~the~~lease ~~stock~~two ~~purchase agreement dated January 26, 2012, as amended~~vehicles. The ~~$4,400,000~~terms ~~difference~~of ~~between~~ the ~~value~~lease ofare ~~the~~49 ~~interest~~months ~~and~~with ~~the~~an ~~consideration~~interest ~~received~~rate ~~was~~of ~~recorded~~9.86%. ~~through~~Monthly ~~additional~~payments ~~paid-in~~are ~~capital~~CLP ~~(See note~~633,373 5)estimated at $1,323.

~~NOTE 12: NEW ACCOUNTING PRONOUNCEMENTS~~-11-

~~There~~On ~~were~~March ~~various~~8, ~~other~~2012, Santa ~~accounting~~Teresa ~~standards~~Minerals ~~and~~entered ~~interpretations~~into ~~issued~~a incapital ~~2011~~lease ~~and~~agreement ~~2012,~~with ~~none~~Banco Santander Chile to lease a gold wash-plant. The terms of ~~which~~the lease are ~~expected~~49 tomonths ~~have~~with aan ~~material~~interest ~~impact~~rate onof ~~the~~10.9%. ~~Company’s financial~~Monthly ~~position,~~payments ~~operations~~are CLP 2,140,946, orestimated ~~cash~~at ~~flows~~$4,471.

~~NOTE~~On ~~13: CAPITAL~~January ~~LEASE~~31, 2013, Santa Teresa Minerals entered into a capital lease agreement with Banco Santander Chile to lease a vehicle. The terms of the lease are 48 months with an interest rate of 19%. Monthly payments are CLP 386,495, estimated at $818. The buyout clause in this lease requires one additional monthly payment at the end of month 48 for $818.

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 $1,526.

Future lease payments are as follows:	US$		CLP
2013	$	51,480	$	24,285,858
2014		97,621		46,052,803
2015		96,109		45,339,258
2016		33,547		15,825,837
	$	278,757	$	131,503,756

OnNOTE ~~November~~13: ~~30, 2011,~~SUBSEQUENT 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 $1,336.EVENTS

On ~~April~~May 86, ~~2012, Santa~~2013 ~~Teresa~~the ~~Minerals~~Company issued ~~entered~~701,000 ~~into~~shares aof ~~capital~~its ~~lease~~Common ~~agreement~~Stock ~~with~~sold ~~Banco~~to ~~Santander~~five ~~Chile~~individual topurchasers ~~lease~~on aMarch ~~gold~~15, ~~wash-plant~~2013. ~~The~~These ~~terms~~shares ~~of the~~had ~~lease~~not ~~are~~been 49issued as ~~months~~of ~~with~~March an31, ~~interest~~2013, ~~rate~~as ofsuch ~~10.9%.~~they ~~Monthly~~were ~~payments~~accounted ~~are~~for ~~CLP~~as ~~2,140,946,~~stock ~~estimated at $4,516~~payable.

12On May 15, 2013 the Company made a subsequent payment of $50,000 toward the $2 million (USD) purchase of 80% of the Las Palmas gold mine in Chile. A total of $117,875 has been paid toward this option to date.

~~Future lease payments are as follows:~~-12-

	US$
2012	$	22,134
2013		88,536
2014		88,536
2015		79,760
2016		13,548
Total	$	292,514

NOTE 14: SUBSEQUENT EVENTS

In accordance with 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 September 30, 2012 was filed and has found the following events to report:

On October 21, 2012, Santa Teresa Minerals sold its remaining 20% equity interest (“Interests”) in Sulfatos Chile to Lustros, Inc., an entity organized under the laws of Utah (“Lustros”), pursuant to the Waiver Agreement dated October 16, 2012. The Interests in Sulfatos Chile were sold in exchange for (a) Santa Teresa Minerals receiving $200,000 in cash; and (b) a waiver to any claim of ownership in Sulfatos, Lustros or any of their related parties.

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

~~References~~This inQuarterly ~~the~~ Report on toForm 10-Q contains forward-looking statements within the ~~“Company”,~~meaning ~~“we”,~~of ~~“us”~~Section or27A ~~“our”~~of ~~refer~~the toSecurities ~~Casablanca~~Act ~~Mining~~of ~~Ltd.~~1933, ~~a Nevada~~as ~~Corporation~~amended (the “~~Casablanca~~Securities Act”) and ~~its~~Section ~~consolidated~~21E ~~subsidiary~~of ~~Santa~~the ~~Teresa~~Securities ~~Minerals~~Exchange Act of 1934, Sas amended (the “Exchange Act”).A. These forward-looking statements are not historical facts but rather are based on current expectations, aestimates ~~limited~~and ~~liability~~projections. ~~company~~We ~~organized~~may ~~under~~use ~~the~~words ~~laws~~such ofas ~~Chile~~“anticipate,” (“~~Santa~~expect,” ~~Teresa~~“intend,” ~~Minerals~~“plan,”) “believe,” “foresee,” “estimate” and variations of these words and similar expressions to identify forward-looking statements. ~~The~~These ~~following~~statements ~~discussion~~are not guarantees of ~~our~~future ~~financial~~performance ~~condition~~and are subject to certain risks, uncertainties and other factors, some of which are beyond our control, are difficult to predict and could cause actual results ofto ~~operations~~differ ~~should~~materially befrom those expressed or forecasted. You should read inthis ~~conjunction~~report completely and with the ~~financial~~understanding ~~statements~~that ~~and~~actual ~~related~~future ~~notes~~results tomay be ~~the~~materially ~~financial~~different from what we expect. The forward looking statements included ~~elsewhere~~ in this ~~filing~~report asare ~~well~~made as ~~with~~of ~~Management’s~~the ~~Discussion~~date of this report and ~~Analysis~~should ofbe ~~Financial~~evaluated ~~Condition~~with ~~and~~consideration ~~Results~~ of ~~Operations~~any ~~contained~~changes inoccurring after the ~~Company’s~~date ~~annual~~of ~~report~~this onReport. ~~Form~~We 10will not update forward-Klooking ~~for~~statements even though our situation may change in the ~~fiscal~~future ~~year~~and ~~ended~~we ~~December~~assume ~~31,~~no ~~2011,~~obligation ~~filed~~to ~~with~~update any forward-looking ~~the~~statements, ~~Commission~~whether onas ~~April~~a 16result of new information, ~~2012~~future events or otherwise.

OnReferences ~~December~~in ~~31,~~this ~~2010,~~Quarterly Report to the “Company”, ~~acquired~~“we”, ~~Santa~~“us” ~~Teresa~~or ~~Minerals. For a discussion of~~ “our” ~~financial~~refer ~~statements prior~~ to ~~the~~Casablanca ~~acquisition~~Mining ofLtd., ~~Santa Teresa~~a ~~Minerals~~Nevada ~~(the~~corporation (“~~Santa Teresa Acquisition~~Casablanca”), ~~see~~and ~~our~~its ~~financial~~consolidated ~~statements~~subsidiary ~~and~~Santa ~~“Management’s~~Teresa ~~Discussion and~~Minerals, ~~Analysis~~S.A., ofa ~~Financial~~limited ~~Condition~~liability company ~~and~~organized ~~Results~~under ofthe ~~Operations”~~laws ~~contained~~of inChile ~~our~~(“Santa ~~Annual~~Teresa ~~Report~~Minerals”). onThe ~~Form~~following ~~10-K~~discussion ~~for~~of ~~the~~our ~~year~~financial condition ~~ended~~and ~~December~~results ~~31,~~of ~~2009,~~operations ~~and~~should ~~our~~be ~~Annual~~read ~~Report~~in onconjunction ~~Form~~with ~~10-K for~~ the ~~year~~financial ~~ended~~statements ~~December~~and ~~31,~~related ~~2010.~~notes ~~The~~to ~~transaction~~the ~~was~~financial ~~accounted~~statements ~~for~~included aselsewhere ain ~~business~~this ~~combination~~filing oras awell ~~purchase,~~as ~~and~~with ~~the~~Management’s ~~operating~~Discussion ~~statements~~and Analysis of ~~the~~Financial ~~Company~~Condition ~~prior~~and toResults of ~~December~~Operations ~~31,~~contained ~~2010~~in ~~reflect~~ the ~~historical~~ ~~operations~~Company’s ofAnnual ~~Casablanca~~Report ~~Mining~~on ~~Ltd.~~Form ~~only.~~10-K ~~Prior~~for to the ~~Santa~~fiscal ~~Teresa~~year ~~Acquisition,~~ended weDecember ~~conducted only nominal business operations. As such~~31, ~~comparisons~~2012 tofiled ~~financial periods prior to~~ with the ~~Santa Teresa Acquisition may not be meaningful~~Commission.

~~Forward~~On ~~Looking~~December ~~Statements~~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 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 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.

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 in the acquisition, exploration, development, and operation of precious metal properties in South America since its acquisition of of Santa Teresa Minerals. ~~Its~~ Our gold ~~and copper~~ mining operations are based near Santiago, Chile, which we operate through our wholly owned subsidiary, Santa Teresa Minerals. 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~~the ~~sulfate.~~“Las ~~Santa~~Palmas ~~Teresa~~Project” ~~Minerals divested~~consisting of ~~its~~Keyla ~~interests~~Uno ~~its~~ 1-20% ofand ~~Bluestone~~Keyla ~~S.A.,~~Dos ~~which owns 60% of Sociedad Sulfatos Chile S~~1-34.~~A., a copper sulfate production project that owns the Anica Copper Mines, which occurred after the date of this quarterly report (see Note 14 of the Notes to the Financial Statements).~~

Results of Operations

~~Revenues~~ Income

~~Revenue~~Income for the three ~~and~~ ~~nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~were~~was $2110,~~092~~989 ~~and $48,716, respectively~~ from the sale of ~~gold~~goods, primarily scrap metal, as compared to $~~431~~0 ~~and $3,199~~ for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2011, respectively mostly from the sale of scrap metal~~2012.

14We 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 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 project in the fourth quarter of 2012.

Operating Expenses

For the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2012~~2013, operating expenses were $~~308~~322,~~045~~597 ~~and $1,075,409, respectively,~~ compared to $~~419~~441,~~148~~504 ~~and $1,030,137, respectively~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012. 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. The Company’s operating expenses were reduced from the previous year as a result of efforts to focus solely on the development of its gold properties.

Santa Teresa Minerals has incurred significant expenses since inception, mostly as the result of capital expenditures for 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.-13-

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 with the development of the Los Pinos and Las Palmas mines.

Interest Expense

Interest accrued or paid on notes payable, resulted in interest expense of $4551,~~864~~251 ~~and $113,806~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 ~~respectively,~~ compared to $1835,~~911~~031 ~~and $32,567~~ in interest expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011 respectively~~2012. Interest expense is mainly related to bank loans and lines of credit for Santa Teresa Minerals and the ~~New~~promissory ~~Promissory~~note ~~Note~~ with Mr. Camus, which increased during the quarter ended March 31, 2013. Mr. Camus continues to fund short-term capital needs for the Santa Teresa subsidiary.

Mr. Camus was initially issued a convertible promissory note in the principal amount of $1,087,000 and bearing no interest on December 31, 2010 in connection with the Santa Teresa Acquisition. This convertible promissory note was later exchanged on August 16, 2011 for a nonconvertible promissory note in the principal amount of $1,000,000 and bearing interest at 10% per annum.

Other Expense

~~There~~We ~~was~~incurred no “other expense” for the three or ~~nine~~ months ended ~~September~~March 3031, ~~2012,~~2013. ~~compared~~The toCompany ~~$2,043,000~~incurred inno “other expense” for the three ~~and nine~~ months ended ~~September 30,~~March ~~2011 incurred as a result of the issuance of 2~~31,~~000,000~~ ~~shares~~2012.The ofCompany ~~Common~~has ~~Stock~~had at a ~~fair~~total ~~value~~loss of $(2,~~000~~043,000) ~~and~~as ~~the~~a ~~payment~~ result of ~~$130,000~~restructuring ~~in cash per~~ the ~~New~~promissory ~~Promissory~~note ~~Note~~ with Mr. ~~Camus, and a reduction in the principal amount previously owed to Mr.~~ Camus ~~under~~from ~~the~~inception ~~Camus~~until ~~Note~~March ~~of $87~~31,~~000~~ ~~as replaced by the New Promissory Note with Mr~~2013. ~~Camus.~~

Net Loss

For the three ~~and nine~~ months ended March ~~September 30~~31, ~~2012~~2013, net ~~loss~~losses ~~was~~were $~~354~~362,~~289 and $1~~859,~~192,352~~ ~~respectively,~~ compared to net losses of $2476,~~480,628 and~~535 ~~$3,102,505~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011, respectively~~2012. Net losses were due to the operational expenses, interest expense and other ~~expense~~expenses ~~discussed~~associated ~~above~~with developing its mining properties.

Financial Condition, Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2012~~2013, our ~~principal~~ principal sources of capital included proceeds from a private placement of our ~~Common~~common ~~Stock,~~stock and proceeds from loans from related parties. Cash ~~decreased~~ byon hand was $~~134~~6,~~099~~602 ~~compared~~at toMarch ~~its~~31, ~~increase~~2013 ofcompared to $~~137~~2,~~119~~297 at December 31, ~~2011~~2012.

Santa Teresa Minerals ~~also~~ 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.

Going 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.

Los Pinos

In1800 ~~June~~tons ~~2011,~~of ~~the Company~~material ~~purchased a 70% ownership interest~~ moved in ~~each~~March of ~~the~~which ~~mining~~1650 ~~properties~~was ~~currently~~for ~~known~~4 asventilation ~~“Teresita~~shafts ~~uno de veinte”~~ and ~~“Los~~150 ~~Pinos~~was ~~uno de treinta~~“disfrute” (or ~~the~~gold ~~“Los~~bearing ~~Pinos~~material. Vein ~~Project”)~~samples taken ~~for~~averaged a58.32 ~~purchase~~Au ~~price~~(g/T). Once ~~of $~~1~~,200,000~~ ~~payable in~~ventilation ~~installments.~~shaft Weis ~~paid~~complete ~~$200,000~~the atCompany ~~the~~will ~~closing~~apply offor ~~the~~Exploitation ~~purchase~~Permit and ~~paid~~can start ~~$100,000~~selling onto ~~the~~ENAMI ~~six~~once ~~month~~approved. Lautaro ~~anniversary~~Manriquez ofand ~~the~~4 ~~purchase agreement.~~members Weof ~~are~~his ~~obligated~~team to(mine ~~pay~~manager, ~~$100~~metallurgist,~~000~~ ongeologist and ~~each~~lawyer) ofhave ~~the~~visited ~~twelve~~Los ~~month~~Pinos ~~and~~mine. They ~~eighteen~~have ~~month~~confirmed ~~anniversaries~~our ofinternal ~~the~~production ~~purchase~~plan. Chile ~~agreement dated~~de ~~May~~Cuprum 6,Resources has ~~2011,~~sent ~~$200,000~~option onto ~~each~~purchase ofletter. Minera ~~the~~y ~~twenty~~Inversiones ~~four~~is ~~and~~interested ~~thirty~~in ~~month~~investing. Superficie ~~anniversaries~~(top ofsoil) ~~the~~has ~~purchase agreement, and $300,000 on~~.08 ~~the~~y 365.3 ~~month anniversary of the purchase agreement~~g/t. This ~~The~~shows ~~twelve~~higher ~~month~~concentration ~~anniversary~~of ~~payment~~gold ~~was~~over ~~made~~larger onarea ~~July~~than 3,we ~~2012~~originally expected.

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.-14-

Las Palmas

Our new director, Lautaro Manriquez and 4 members of his team (mine manager, metallurgist, geologist and lawyer) have visited Las Palmas mine to perform a review. They have confirmed our internal production plan and overall plan to mine. Ambiental Chile, a mining consulting firm in Chile, has completed the “closing plan” and the “extraction plan,” which will be presented to the mining regulatory agencies in Chile. The Company plans to move its orange trammel from San Jose Las Dichas to Las Palmas because the concentration is much higher and it is next to the ocean (water supply).

Casuto Project

On our Casuto Project properties, are weawaiting ~~intend~~easement to ~~conduct~~be ~~further~~granted ~~geological~~by ~~assessment studies of~~ the ~~area~~court, inwhich ~~order~~should tooccur ~~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 12three months.

Free Gold

WeAwaiting ~~have~~further ~~completed~~development ~~the~~plans ~~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~~be ~~the~~considered ~~exploration~~by ~~phase of~~ the ~~project.~~Company ~~Until~~over ~~such time that we receive~~ the ~~final~~next ~~constitution~~60 ~~of our claims, we have temporarily suspended our operations at Free Gold and are concentrating our resources on the Los Pinos project~~days.

~~Fast~~Las ~~Cooper~~Dichas

WeThe ~~expect~~company tohas ~~not~~a 50/50 ~~continue~~joint toventure ~~incur~~at ~~patent~~the ~~related~~San ~~costs~~Jose onLas ~~the~~Dichas ~~pending~~alluvial ~~patents~~gold inproperty. The ~~Canada,~~company ~~Australia~~does ~~and~~not ~~Brazil.~~own ~~Due~~the tomining rights and splits the gold ~~high~~production ~~costs~~50/50 ofwith ~~maintaining patents~~the ~~and~~property's owner. During the ~~recent~~first ~~divestiture~~quarter a lack of ~~our~~water ~~Bluestone~~caused ~~interests,~~the ~~which~~company ~~produces~~to ~~copper~~cease ~~sulfate,~~production temporarily. During ~~the~~this ~~Company~~time, ~~has~~management ~~decided~~reviewed tooperations ~~focus its~~and ~~efforts~~is onconsidering ~~developing~~moving its ~~gold~~equipment ~~properties~~to ~~and~~the ~~will~~alluvial ~~abandon~~portion of ~~efforts~~the toLas ~~market~~Palmas ~~and~~property. This ~~raise~~is ~~capital~~expected ~~for~~in ~~its~~Q2 ~~copper~~or ~~technology~~Q3 2013.

Foreign Currency Translation

The financial statements of Casablanca Mining’s wholly-owned subsidiary, Santa Teresa Minerals are measured using the local currency (the Chilean Peso (CLP)) as the functional currency. Assets and liabilities of Santa Teresa 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 stockholders' equity. As of March 31, 2013, the Company recognized $35,839 from foreign currency translation adjustment from exchange rate changes, as compared to $451,239 for the period ended March 31, 2012.

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.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Critical Accounting Estimates and Policies

The discussion and analysis of our financial condition and plan of operations is based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed elsewhere in this Quarterly Report on Form 10-Q. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

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We have identified below some of our accounting policies that we consider critical to our business operations and the understanding of our results of operations. This is not a complete list of all of our accounting policies, and there may be other accounting policies that are significant to us. For a detailed discussion on the application of these and our other accounting policies, see the Notes To The Consolidated Financial Statements, included in this Quarterly Report on Form 10-Q or the Annual Report on Form 10-K filed for the year ending December 31, 2012.

Proven and Probable Reserves

Mineral Acquisition Costs

Exploration Costs

Design, Construction, and Development Costs

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Income Taxes

Factors that May Affect Future Operating Results

We are subject to various risks that may materially harm our business, financial condition and results of operations. You should carefully consider the risks and uncertainties described below and the other information in this filing before deciding to purchase our Common Stock. If any of these risks or uncertainties actually occurs, our business, financial condition or operating results could be materially harmed. In that case, the trading price of our Common Stock could decline and you could lose all or part of your investment.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive activities. For these reasons, our auditors stated in their report on our audited financial statements that they have doubt that we will be able to continue as a going concern without further financing.

Contractual Obligations

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Recently Issued Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the consolidated financial statements unless otherwise disclosed, and the Company 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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

AsEvaluation ~~required by Rule 13a-15 under the Securities Exchange Act~~ of ~~1934,~~Disclosure asControls ~~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 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 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.Procedures

~~Because~~Disclosure ofcontrols and procedures are controls and procedures that are designed to ensure that information required to be disclosed in our ~~acquisition~~reports offiled ~~Santa~~under ~~Teresa~~the ~~Minerals~~Exchange Act is recorded, ~~there~~processed, ~~have~~summarized ~~been~~and ~~resulting~~reported, ~~changes~~within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our ~~internal~~company ~~control~~in ~~over~~the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial ~~reporting~~officers, (or persons performing similar functions, as ~~defined~~appropriate into ~~Rule~~allow timely decisions regarding required disclosure. Our management carried out an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15(fe) ofand ~~the~~15d-15(e) under the Securities Exchange Act of 1934) ~~during~~("Exchange ~~the~~Act"). ~~quarter~~Based ~~ended~~upon ~~September~~that 30evaluation, ~~2012~~our Principal Executive Officer and Principal Financial Officer have concluded that ~~materially~~our ~~affected~~disclosure controls and procedures were not effective as of March 31, or2013, ~~are~~due to the ~~reasonably~~material ~~likely~~weaknesses toresulting ~~materially~~from ~~affect,~~no member of our ~~internal~~Board ~~control~~of ~~over~~Directors qualifying as an audit committee financial ~~reporting~~expert as wedefined in ~~implemented~~Item 407(d)(5)(ii) of Regulation S-K, and controls were not designed and in place to ensure that all disclosures required were originally addressed in our financial statements. Please refer to our Annual Report for the year ended December 31, 2012 on Form 10-K as filed with the SEC on April 30, 2013, for a ~~new~~complete ~~accounting~~discussion ~~system~~relating to the foregoing evaluation of Disclosures and Procedures.

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Changes in Internal Control Over Financial Reporting

Our management has also evaluated our internal control over financial reporting, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of our last evaluation.

The Company is not required by current SEC rules to include, and does not include, an auditor's attestation report. The Company's registered public accounting firm has not attested to Management's reports on the Company's internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

~~None~~We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A:. Risk Factors

Not applicable.

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

~~From~~Quarterly January 1, 2012 through 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.Issuances:

~~Item~~On 3February 15, 2013, the Company authorized the sale of 620,000 shares of Common Stock at a price of $0. ~~Defaults~~25 ~~Upon~~per ~~Senior~~share, ~~Securities~~pursuant to a private placement subscription offering, with an aggregate offering price of $155,000.

On March 15, 2013, the Company authorized the sale of 700,000 shares of Common Stock at a price of $0.28 per share, pursuant to a private placement subscription offering, with an aggregate offering price of $196,000.

Subsequent Issuances:

None.

Item 3. Defaults Upon Senior Securities

None other than those disclosed hereto in Note 8 of the Notes to the Financial Statements.

Item 4. Mining Safety Disclosure

~~Not~~As ~~applicable~~of March 31, 2013, we were an exploration company and had not engaged in any actual mining activities that would result in mining violations. While we hold various interests in mining properties, we do not own any real property.

Item 5. Other Information

Quarterly Events

On ~~August~~February 3013, ~~2012~~2013, ~~Casablanca~~ ~~Mining~~Santa ~~Ltd~~Teresa Minerals, S.A., (acquired the option ~~“Company”)~~to ~~accepted~~purchase 80% of the ~~resignation~~Las ofPalmas ~~Trisha Malone~~gold asmine ~~Director~~in ofChile. ~~the~~Santa ~~Company;~~Teresa ~~there~~has ~~are~~the noright ~~disagreements~~to ~~with~~mine the property during a one-year option period. The Company onmay ~~any~~continue ~~matter~~to ~~relating~~make purchase payments over a period of 30 months to ~~the~~acquire ~~Company's~~Las ~~operations, policies~~Palmas or ~~practices,~~decline asto purchase ~~reported~~the onproperty. ~~Form~~A ~~8-K~~copy ~~filed~~of ~~with~~ the ~~Commission~~Agreement ~~August~~is ~~31,2012~~attached as an exhibit hereto.

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.~~18-

On ~~August~~March 3021, ~~2012~~2013, ~~Casablanca~~ ~~Mining~~William ~~Ltd.~~Farley ~~(the~~resigned ~~“Company”)~~as ~~accepted~~a ~~the~~Director ~~resignation~~ of ~~Gonzalo~~the ~~Troncoso,~~Company. asThe ~~Chief~~resignation ~~Financial~~was ~~Officer~~not ~~and~~the ~~director~~result of ~~the~~any ~~Company;~~disagreement ~~there are no disagreements~~ with the Company on any matter relating to the Company'’s operations, policies or practices.

~~Also on~~On ~~August~~March 3027, ~~2012~~2013, ~~Mark~~the ~~Zouvas~~Company ~~was~~appointed ~~named~~Lautaro ~~Chief~~Manriquez ~~Financial Officer and was elected~~ as a Director ~~director~~of ~~for~~ the Company. asand ~~reported on Form 8-K filed with the Commission August 31,2012.~~ Mr. ~~Zouvas~~Manriquez ~~has~~accepted ~~not~~such ~~entered into an employment agreement as of the date of this filing and is currently receiving annual compensation equal to $60,000.~~appointment

~~Item~~On ~~6: Exhibits~~March 27, 2013, the Company changed its principal executive office address to 417 Orchid Avenue, Corona Del Mar, California 92625.

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).

Item 6. Exhibits

Exhibit No.		Description

10.1		Las Palmas Option Agreement dated January 25, 2013, between Juan Carlos Camus Villegas and Santa Theresa Minerals S.A. filed herewith.

10.2		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.

10.3		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).

*Pursuant to Regulation S-T, this interactive data file is deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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SIGNATURES

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

	CASABLANCA MINING LTD.
Dated: November 19, 2012	By:	/s/ Mark S. Zouvas
Date: June 13, 2013	By:	/s/ Thomas Ronk
		By: Mark S. ZouvasIts: Chief Financial Officer
		By: Thomas RonkIts: President, Principal Executive Officer

19-20-

Filing Compare · Casablanca Mining Ltd.