UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ~~FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009~~

~~o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~ FOR THE ~~TRANSITION~~FISCAL ~~PERIOD~~YEAR ~~FROM~~ENDED ~~____~~DECEMBER TO31, ~~____~~2010

~~Commission~~o ~~file~~TRANSITION ~~number 0-27355~~REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM ____ TO ____

Commission file number: 0-27355

CIGMA METALS CORPORATION

(Exact Name of registrant as specified in its charter)

Florida	~~98-0203244~~	98-0203244
(State or other jurisdiction of incorporation or organization)	~~(I.R.S. Employer Identification No.)~~	(I.R.S. Employer Identification No.)
c.Velazquez 150, Madrid, Spain	E-28002
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(+34) 60 900 1424
Securities registered under Section 12(b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act:
Common stock, par value $0.0001 per share	Pink Sheets
Title of each class	Name of each exchange on which registered

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

Calle/ Zurbano 46, 2C, Madrid, Spain		28010
(Address of principal executive offices)		(Zip Code)

(+34) 91 4516157

Registrant’s telephone number, including area code

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12 (g) of the Exchange Act:

Common stock, par value $0.0001 per share		Pink Sheets
Title of each class		Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933 (the “Securities Act”).

o Yes x No

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

o Yes x No

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 (the “Exchange Act”) 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.

xo Yes o x No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

xo Yes o x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

o Yes x 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: o Accelerated Filer: o Non-accelerated filer: o (Do not check if a smaller reporting company) Smaller reporting company: þx

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

o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $12,552,090 as of June 30, 2010 ($14,710,510 as of June 30, 2009).

~~$14~~Indicate the number of shares outstanding of each of the issuer’s classes of common equity,~~710~~ as of the latest practicable date: 59,500,000 shares of common stock were outstanding as of ~~June~~October 3031, ~~2009~~2012.

~~Indicate~~Documents ~~the~~incorporated ~~number~~by ~~of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date~~reference: ~~53,500,000 shares of Common Stock were outstanding as of September 13, 2010.~~None

INDEX

Part I
Item 1.	Business	4
Item 1A	Risk Factors	78
Item 1B	Unresolved Staff Comments	1114
Item 2	Properties	1114
Item 3	Legal Proceedings	1522
Item 4	~~(Removed~~Mining ~~and~~Safety ~~Reserved)~~Disclosures	1522
PART II
Item 5	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1523
Item 6	Selected Financial Data	1725
Item 7	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1725
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	2431
Item 8	Financial Statements and Supplementary Data	2431
Item 9	Changes in and disagreements With Accountants on Accounting and Financial Disclosure	2532
Item 9A	Controls and Procedures	2532
Item 9B	Other Information	2734
PART III
Item 10	Directors, Executive Officers and Corporate Governance	2734
Item 11	Executive Compensation	3339
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3642
Item 13	Certain Relationships and Related Transactions, and Director Independence	3743
Item 14	Principal Accounting Fees and Services	3844
PART IV
Item 15	Exhibits, Financial Statement Schedules	3944
	Signatures	4146

Index

PART I

BUSINESS

This annual report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forwardForward-~~looking~~Looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Item 1. “Business,” Item 2. “Properties,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 8. “Financial Statements ~~and Supplementary Data” and Item 13. “Certain Relationships and Related Transactions and Director Independence”.~~

~~The~~Except ~~Private~~for ~~Securities~~the ~~Litigation~~historical ~~Reform~~information ~~Act~~presented ofin ~~1995~~this document, the matters discussed in this Form 10-K for the fiscal year ended December 31, 2010, contain forward-looking statements which ~~provides~~involve aassumptions and our future plans, strategies, and expectations. These statements are generally identified by the use of words such as “~~safe~~may,” ~~harbor~~“will,” ~~for~~“should,” ~~such~~“expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, ~~may~~but ~~not~~there ~~apply~~can tobe ~~this~~no ~~report~~assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our products, our potential profitability, and cash flows (b) our growth strategies (c) our future financing plans and (d) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as well as in this Form 10-K generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the matters described in this Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to make the required statements, in light of the circumstances under which they are made, not misleading.

Although forward-looking statements in this report reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (the “SEC”), including those set forth under “Risk Factors” in this Form 10-K, which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect our actual results may vary materially from those expected or projected.

Except where the context otherwise requires and for purposes of this 10-K only, “we,” “us,” “our,” “Company,” and “our Company,” refer to Cigma Metals Corporation, a Florida corporation, and its consolidated subsidiaries.

Item 1.

Business

Business Development

We were incorporated under the laws of the State of Florida on January 13, 1989, as "“Cigma Ventures Corporation".” On April 17, 1999, we changed our name to “Cigma Metals Corporation” and are in the business of ~~location~~locating, ~~acquisition~~acquiring, ~~exploration~~exploring and, if warranted, ~~development~~developing of mineral properties. Through our Russian subsidiary, we are engaged in the exploration of gold and silver mining properties located in the Russian Federation and the Republic of Kazakhstan, and have not yet determined whether our properties contain mineral reserves that may be economically recoverable.

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

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

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

We currently have interest in three (3) properties none of which contain any reserves. Please refer to “Description of Properties.” The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenue and has experienced recurring losses from operations since inception, and has a working capital deficit. We will not generate revenues even if any of our exploration programs indicate that a mineral deposit may exist on our properties. Accordingly, we will be dependent on future financings in order to maintain our operations and continue our exploration activities. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 1 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

Index

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

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

Our Principal Products and Their Markets

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

We are currently concentrating our property exploration ~~activities~~activity inon ~~the~~our ~~Russian~~interest ~~Federation~~located ~~and~~in ~~the Republic of Kazakhstan~~Mexico.

Our properties are in the exploration stage only and are without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines. There is no assurance that our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our operations will be, in part, directly related to the cost and success of our exploration programs, which may be affected by a number of factors. Please refer to “Item 1A. Risks Factors.”

Significant Developments in ~~fiscal~~Fiscal ~~2009~~2010 and Subsequent Events

For the year ended December 31, ~~2009~~2010, we recorded exploration expenses of $~~623~~100,~~794~~000 compared to $2623,~~941,613~~794 in fiscal ~~2008~~2009. The following is a breakdown of the exploration expenses by property: Republic of Kazakhstan $~~623~~100,~~794~~000 (~~2008~~2009 - $2623,~~941,613~~794) and Russian Federation $0 (~~2008~~2009 - $0).

InOn ~~February~~March ~~2009~~9, ~~500~~2010,~~000~~ ~~common~~we ~~shares~~signed ~~were~~a ~~authorized~~property ~~for~~purchase ~~issuance~~agreement atwith $0Alphamin Resources Corp.20 ~~per~~(“Alphamin”) ~~share~~regarding ~~for~~the ~~cash~~sale ~~proceeds~~and transfer by Alphamin of $a 100% interest in the Aurora II (title No. 235480) mining concession located in the State of Guerrero, Mexico, to us, in consideration for $150,000 and 1,000,000 shares of our common stock. The ~~shares~~transactions were torecorded at the exchange amount, being the trading price per published rates. Alphamin will retain a ~~company~~1.5% ~~who~~Net ~~resides~~Smelter ~~outside~~Returns Royalty on production from the ~~United~~Property. ~~States~~On ofJune ~~America~~11, ~~(in~~2010, ~~accordance~~our ~~with~~wholly-owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed an assignment agreement for the ~~exemption~~Aurora ~~from~~II ~~registration~~mining ~~requirements~~concession ~~afforded~~between byAlphamin’s ~~Regulation~~wholly owned Mexican subsidiary, Exploraciones La Plata, S.A. asde ~~promulgated~~C.V. ~~thereunder)~~and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

InOn ~~March~~August ~~2009~~1, 12012,~~000,000~~ ~~common~~we ~~shares~~signed ~~were~~a ~~authorized~~property ~~for~~purchase ~~issuance~~agreement atwith ~~$0.20~~Alphamin ~~per~~regarding ~~share~~the ~~for~~sale ~~cash~~and ~~proceeds~~transfer by Alphamin of ~~$200~~a 100% interest in the Aurora (title No. 238662),~~000~~ Aurora Fraccion 1 (title No. ~~The~~ ~~shares~~238663), ~~were~~La toHuerta a(title ~~company~~No. ~~who~~231940), ~~resides~~La ~~outside~~Pastoria ~~the~~(title ~~United~~No. ~~States~~232204), ofand ~~America~~Lupita (intitle ~~accordance~~No. ~~with~~232725) mining concessions located in the ~~exemption~~State ~~from~~of ~~registration~~Guerrero, ~~requirements~~Mexico, ~~afforded~~to byus, ~~Regulation~~in Sconsideration asfor ~~promulgated~~MXN ~~thereunder)~~$20,000. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Aurora and Aurora Fraccion mining concessions.

In July 2009, 3,900,000 common shares were authorized for issuance at $0.30 per share for cash proceeds of $1,170,000. The shares were to an individual and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S as promulgated thereunder).

On December 31, 2009, the Company entered into an Equity Purchase Agreement with Copperbelt AG, a Swiss corporation, for the sale of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG for $1,500,000 and other consideration, the value of which has not been determined as of yet. The purchase price will be paid at the time of closing. In December 2009, the Company received a deposit from Copperbelt AG in the amount of $450,000. The transaction is subject to the approval of the Company’s shareholders so no accounting effects have been recorded yet.

On March 9, 2010, the Company signed a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora mining concessions located in the State of Guerrero, Mexico to the Company, in consideration for $150,000 and 1,000,000 common shares of Cigma. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Property. On June 11, 2010 the Company’s wholly owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed the Assignment Agreement for the Aurora II mining concession between Alphamin’s wholly owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining. This purchase has not yet closed as of this date.

Index

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

In September 2012, we issued 1,000,000 shares of our common stock valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S). The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.

Distribution Methods of Our Products and Services

We are a mineral exploration company and are not in the business of distributing any products or services.

Status of Any Publicly Announced New Product or Service

We have no plans for new products or services that we do not already offer.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

Vast areas of ~~Kazakhstan~~Mexico have been explored and in some cases staked through mineral exploration programs. Vast areas also remain unexplored. The cost of staking and re-staking new mineral claims and the costs of most phase one exploration programs are relatively modest. Additionally, in many more prospective areas, extensive literature is readily available with respect to previous exploration activities. These facts make it possible for a junior mineral exploration company such as ours to be very competitive with other similar companies. We are also competitive with senior companies who are doing grass roots exploration. In the event our exploration activities uncover prospective mineral showings, we anticipate being able to attract the interest of better financed industry partners to assist on a joint venture basis in more extensive exploration. We are at a competitive disadvantage compared to established mineral exploration companies when it comes to being able to complete extensive exploration programs on claims which we hold or may hold in the future. If we are unable to raise capital to pay for extensive claim exploration, we will be required to enter into joint ventures with industry partners which will result in our interest in our claims being substantially diluted.

Our Management ~~of our company~~ remains committed to building a portfolio of mineral exploration properties principally through their own efforts. We are one small company in a large competitive industry with many other junior exploration companies who are evaluating and re-evaluating prospective mineral properties in ~~Kazakhstan and~~ Mexico.

Competition and Mineral Prices

Given the continual increase in the value of gold, silver and other base metals, the business of acquiring, developing and/or exploring mineral properties is more competitive than ever before. Our competitors include companies with larger staffs, greater resources and equipment and, as such, those companies may be in a better position to compete for mineral properties. In order to compete with such companies, we need to raise additional capital. The competitive nature of the business and the risks we are therefore faced with are discussed further in the item entitled “Risk Factors,” below.

Sources and Availability of Raw Materials and the Names of Principal Suppliers

As a mineral exploration company, we do not require sources of raw materials and do not have principal suppliers in the way which applies to manufacturing companies. Our raw materials are, in effect, mineral exploration properties which we may stake or acquire from third parties. Our management team seeks to assemble a portfolio of quality mineral exploration properties in ~~Brazil~~Mexico. Initially, we will operate in the field with our president, Technical director and various consultants on an as needed basis. This will enable us to assemble a portfolio of properties through grass roots exploration and staking. We will also acquire new properties through option agreements where new properties can be acquired on favorable terms.

Dependence on One or a Few Major Customers

We are in the business of mining exploration. We are not selling any product or service and therefore have no dependence on one or a few major customers.

Index

Dependence on One or a Few Major Customers

We are in the business of mining exploration and do not currently have any proved reserves of any minerals; accordingly, we have no dependence on one or a few major customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

~~Our~~We ~~Company~~do ~~does~~ not own any patents or trademarks. We are not party to any labor agreements or contracts. Licenses, franchises, concessions and royalty agreements are not part of our business.

Need for ~~any~~Government ~~government~~Approval ~~approval~~ of ~~principal~~Principal ~~products~~Products or ~~services~~Services

As a mineral exploration company, we are not in a business which requires extensive government approvals for principal products or services.

In the event mining claims which we acquire in the future prove to host viable ore bodies, we would likely sell or lease the deposit to a company whose business is the extraction and treatment of ore. This company would undertake the sale of metals or concentrates and pay us a net smelter royalty as specified in a future lease agreement. All responsibility for government approvals pertaining to mining methods, environmental impacts and reclamation would be the responsibility of this contractor. All costs to obtain the necessary government approvals would be factored into technical and viability studies in advance of a decision being made to proceed with development of an ore body.

The mining industry in ~~the~~Mexico ~~Republic of Kazakhstan and the Russian Federation~~ is highly regulated. Our ~~president~~technical ~~and Technical~~ director ~~have~~has extensive industry experience and ~~are~~is familiar with government regulations respecting the initial acquisition and early exploration of mining claims in ~~the Republic of Kazakhstan and the Russian Federation~~Mexico. ~~The~~ ~~Company~~We isare required under law to meet government standards relating to the protection of land and waterways, safe work practices and road construction. We are unaware of any proposed or probable government regulations which would have a negative impact on the mining industry in ~~The Republic of Kazakhstan and the Russian Federation~~Mexico. We propose to adhere strictly to the regulatory framework which governs mining operations in the ~~Republic of Kazakhstan and the Russian Federation~~Mexico.

Effect of ~~existing~~Existing or ~~probable~~Probable ~~governmental~~Governmental ~~regulations~~Regulations on ~~our~~Our ~~business~~Business.

~~Management is unaware of any existing or probable government regulations which would have a positive or negative impact on our company's business.~~Mexico

~~Costs~~Legislation ~~and~~Affecting ~~effects of compliance with environmental laws (federal, state and local)~~Mining

AtThe ~~the~~Mining ~~present time~~Law, ~~our~~originally ~~costs~~published ofin ~~compliance~~1992 ~~with~~and ~~environmental~~amended ~~laws~~in ~~are~~1996, ~~minimal. In~~2005 and 2006, is the ~~event~~primary ~~that~~legislation ~~claims~~governing ~~which~~mining weactivities ~~may~~in ~~acquire~~Mexico. Other significant legislation applicable to mining operations in Mexico includes the ~~future~~regulations ~~host~~to athe ~~viable~~Mining ~~ore~~Law, ~~body~~the Federal Law of Waters, the ~~costs~~Federal ~~and~~Labor ~~affects~~Law, the Federal Law of ~~compliance~~Fire ~~with~~Arms ~~environmental~~and ~~laws~~Explosives, ~~will~~the beGeneral ~~incorporated~~Law inon ~~the~~Ecological ~~exploration~~Balance ~~plan~~and ~~for~~Environmental ~~these~~Protection ~~claims. These~~and ~~exploration~~regulations, ~~plans~~and ~~will~~the beFederal ~~prepared~~Law byon ~~qualified~~Metrology ~~mining~~and ~~engineers~~Standards.

~~Number~~The ofConcession ~~total employees and number of full time employees~~System

AsUnder Mexican law, mineral resources are property of ~~September~~the 13Mexican republic, ~~2010~~and ~~there~~a ~~were~~mining ~~five~~concession, ~~part~~granted ~~time~~by ~~employees~~the Executive branch of the federal government, is required for the exploration, exploitation and processing of mineral resources. Mining concessions may only be granted to Mexican individuals domiciled in Mexico or companies incorporated and validly existing under the laws of Mexico. Mexican companies that have foreign shareholders must register with the National Registry of Foreign Investments and renew their registration on an annual basis. Mining concessions grant rights to explore and exploit mineral resources but do not grant surface rights over the land where the concession is located. Mining concession holders are required to negotiate surface access with the land owner or holder (e.g. agrarian communities) or, should such negotiations prove unsuccessful, file an application with the courts to obtain an easement, temporary occupancy, or expropriation of the land, as the case may be. An application for a concession must be filed with the Mining Agency or Mining Delegation located closest to the area to which the application relates.

Index

Mining concessions have a term of 50 years from the date on which title is recorded in the Public Registry of Mining. Holders of mining concessions are required to comply with various obligations, including the payment of certain mining duties based on the number of hectares of the concession and the number of years the concession has been in effect. Failure to pay the mining duties can lead to cancellation of the relevant concession. Holders of mining concessions are also obliged to carry out and prove assessment works in accordance with the terms and conditions set forth in the Mining Law and its regulations. The regulations to the Mining Law establish minimum amounts that must be spent or invested on exploration and exploitation activities. A report must be filed in May of each year regarding the assessment works carried out during the preceding year. The mining authorities may impose a fine on the mining concession holder if one or more proof of assessment works reports is not timely filed.

Environmental Legislation

Mining development projects in Mexico are subject to Mexican federal, state and municipal environmental laws and regulations for the protection of the environment. The principal legislation applicable to mining projects in Mexico is the federal General Law of Ecological Balance and Environmental Protection, which is enforced by the Federal Bureau of Environmental Protection, commonly known as "PROFEPA". PROFEPA monitors compliance with environmental legislation and enforces Mexican environmental laws, regulations and official standards. If warranted, PROFEPA may initiate administrative proceedings against companies that violate environmental laws, which proceedings may result in the temporary or permanent closure of non-complying facilities, the revocation of operating licenses and/or other sanctions or fines. According to the Federal Criminal Code, PROFEPA must inform the relevant governmental authorities of any environmental crimes that are committed by a mining company in Mexico.

Concession holders may submit themselves to comply with the Mexican Official Norm: NOM-120-SEMARNAT-1997, which provides, among other things, that mining exploration activities to be carried out within certain areas must be conducted in accordance with the environmental standards set forth inNOM-120-SEMARNAT-1997; otherwise, concession holders are required to file a preventive report or an environmental impact study prior to the commencement of the exploration, exploitation and processing of mineral resources. However, an environmental impact study may not be necessary if the concessionaire files an application with the environmental authorities confirming the concessionaire's commitment to observe and comply with NOM-120-SEMARNAT-1997.

Costs and Effects of Compliance with Environmental Laws (federal, state and local)

At the present time, our costs of compliance with environmental laws are minimal. In the event that claims which we may acquire in the future host a viable ore body, the costs and effects of compliance with environmental laws will be incorporated in the exploration plan for these claims. These exploration plans will be prepared by qualified mining engineers.

Number of Total Employees and Number of Full Time Employees

We do not have employees; we engage contractors and consultants to provide us with needed services. As of October 31, 2012, we had three (3) part-time contractors and consultants.

Item 1A.

Risk Factors

We are an exploration stage company and have incurred substantial losses since inception.

We have never earned any revenues. In addition, we have incurred net losses of $1110,~~137~~219,~~482~~833 for the period from our inception (January 13, 1989) through December 31, ~~2009~~2010, and, based upon our current plan of operation, we expect that we will incur losses for the foreseeable future.

Index

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. We are subject to all of the risks inherent to an exploration stage business enterprise, such as limited capital mineralized materials, lack of manpower, and possible cost overruns associated with our exploration programs. Potential investors must also weigh the likelihood of success in light of any problems, complications, and delays that may be encountered with the exploration of our properties.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.

Our independent registered public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our consolidated financial statements as of and for the year ended December 31, ~~2009~~2010. Because we have not yet generated revenues from our operations our ability to continue as a going concern is currently heavily dependent upon our ability to obtain additional financing to sustain our operations. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we have completed several equity financings, the fact that our auditors have issued a “going concern” opinion may hinder our ability to obtain additional financing in the future. Currently, we have no commitments to obtain any additional financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

Our failure to timely file certain periodic reports with the SEC poses significant risks to our business, each of which could materially and adversely affect our financial condition and results of operations.

We ~~did~~have not timely ~~file~~filed ~~with the SEC~~ our ~~Annual~~current ~~Report~~reports on Form 108-K ~~for the fiscal year ended December 31~~, ~~2008 and~~ our Quarterly ~~Report~~Reports on Form 10-Q ~~for the quarterly periods ended March 31~~, ~~June~~and ~~30,~~our ~~and~~Annual ~~September~~Reports ~~30,~~on ~~2009~~Form 10-K. Consequently, we were not compliant with the periodic reporting requirements under the ~~Securities~~ Exchange Act ~~of 1934, as amended~~. In addition, our failure to timely file those and possibly future periodic reports with the SEC could subject us to enforcement action by the SEC and shareholder lawsuits. Any of these events could materially and adversely affect our financial condition and results of operations and our ability to register with the SEC public offerings of our securities for our benefit or the benefit of our security holders.

Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.

We have never generated revenues and we have never been profitable. Prior to completing exploration on our mineral properties, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our properties, we will fail and you will lose your entire investment.

None of the properties in which we have an interest or the right to earn an interest have any known reserves.

We currently have an interest or the right to earn an interest in ~~three~~one ~~properties~~property, none of which have any reserves. Based on our exploration activities through the date of this Form 10-K, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts. If we do not establish reserves we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline and you may lose all or a portion of your investment.

8We have only completed the initial stages of exploration of our property and thus have no way to evaluate whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary exploration of properties. We have not earned any revenues and have not achieved profitability as of the date of this Form 10-K.

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We ~~have~~will ~~only~~require ~~completed~~substantial ~~the~~additional ~~initial~~funding ~~stages of exploration of our properties, and thus have no way~~ to ~~evaluate~~continue ~~whether~~the weadvancement ~~will~~of ~~be able to operate~~ our ~~business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary~~ exploration ~~of properties~~activities. ~~We have not earned any revenues and have not achieved profitability as of the date of this Form 10-K.~~

WeExploration ~~are~~of ~~subject~~our properties will require funding in excess of our current cash on hand and will require us to ~~all~~access the ~~risks~~public ~~inherent~~markets. Access to ~~mineral~~public ~~exploration~~financing has been negatively impacted by the volatility in the credit markets, which may ~~have~~impact anour ~~adverse~~ability ~~affect~~to obtain equity or debt financing in the future and, if obtained, to do so on favorable terms. We cannot assure you that we will be able to obtain the necessary financing for the advancement of our ~~business~~current ~~operations~~exploration activities.

We are subject to all the risks inherent to mineral exploration, which may have an adverse effect on our business operations.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.

We are subject to the numerous risks and hazards inherent to the mining industry and resource exploration including, without limitation, the following:

interruptions caused by adverse weather conditions;

unforeseen limited sources of supplies resulting in shortages of materials, equipment and availability of experienced manpower.

The prices and availability of such equipment, facilities, supplies and manpower may change and have an adverse effect on our operations, causing us to suspend operations or cease our activities completely.

It is possible that our title for the ~~properties~~property in which we have an interest will be challenged by third parties.

We ~~have~~do not ~~obtained~~seek to confirm the validity of our rights to, title ~~insurance~~to, ~~for~~or contract rights with respect to, each mineral property in which we have a material interest and we cannot guarantee that title to our properties will not be challenged. It Title insurance generally is ~~possible~~not available for mineral properties, and our ability to ensure that ~~the~~we ~~title~~have obtained secure rights to individual mineral properties or mining concessions may be severely constrained. We have not conducted surveys of all of the exploration properties in which we ~~have~~hold direct or indirect interests and, therefore, the precise area and location of these exploration properties may be in doubt. Accordingly, our ~~interest~~mineral ~~will~~properties may be ~~challenged~~subject orto ~~impugned.~~prior Ifunregistered ~~such~~agreements, transfers or claims, ~~are~~and ~~successful~~title may be affected by, among other things, undetected defects. In addition, we may ~~lose~~be unable to operate our ~~interest~~properties inas ~~such~~permitted or to enforce our rights with respect to our properties, and the title to our mineral properties may also be impacted by state action.

In some of the countries in which we operate, failure to comply with applicable laws and regulations relating to mineral right applications and tenure could result in loss, reduction or expropriation of entitlements, or the imposition of additional local or foreign parties as joint venture partners. Any such loss, reduction or imposition of partners could have a material adverse effect on our financial condition, results of operations and prospects.

Under the laws of Mexico, mineral resources belong to the state, and government concessions are required to explore for or exploit mineral reserves. Mineral rights derive from concessions granted, on a discretionary basis, by the Ministry of Economy, pursuant to the Mexican mining law and regulations thereunder. There may be valid challenges to the title of any of our claims that, if successful, could impair development and operations with respect to such properties in the future. A defect could result in our losing all or a portion of our right, title, and interest in and to the properties to which the title defect relates.

Mining concessions in Mexico may be terminated if the obligations of the concessionaire are not satisfied, including obligations to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information to the Ministry of Economy and to allow inspections by the Ministry of Economy. In addition to termination, failure to make timely concession maintenance payments and otherwise comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.

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Our mining operations located in Mexico and are subject to various levels of political, economic, legal and other risks with which we have limited or no previous experience.

Our mining operations conducted in Mexico are exposed to various levels of political, economic, legal and other risks and uncertainties, including military repression; extreme fluctuations in currency exchange rates; high rates of inflation; labor unrest; the risks of war or civil unrest; local acts of violence, including violence from drug cartels; expropriation and nationalization; renegotiation or nullification of existing concessions, licenses, permits and contracts; illegal mining; acts of political corruption; changes in taxation policies; restrictions on foreign exchange and repatriation; and changing political conditions, currency controls and governmental regulations that favor or require the awarding of contracts to local contractors or require foreign contractors to employ citizens of, or purchase supplies from, a particular jurisdiction.

In the past, Mexico has been subject to political instability, changes and uncertainties, which have resulted in changes to existing governmental regulations affecting mineral exploration and mining activities. Mexico’s status as a developing country may make it more difficult for us to obtain any required funding for the expansion of our exploration of our current projects in Mexico, or other projects in in the future.

Our mineral exploration and mining activities in Mexico may be adversely affected in varying degrees by changing government regulations relating to the mining industry or shifts in political conditions that increase the costs related to our Mexican operations or the maintenance of our properties. Changes, if any, in mining or investment policies or shifts in political attitude may adversely affect our operations and financial condition. Operations may be affected in varying degrees by government regulations with respect to restrictions on production, price controls, export controls, currency remittance, income and other taxes, expropriation of property, foreign investment, maintenance of claims, environmental legislation, land use, land claims of local people, water use and mine safety. Expansion of our facilities will also be subject to the need to assure the availability of adequate supplies of water and power, which could be affected by government policy and competing operations in the area. The occurrence of these various factors and uncertainties cannot be accurately predicted and could have an adverse effect on our operations and financial condition.

Our failure to compete with our competitors in mineral exploration for financing, acquiring mining claims, and for qualified managerial and technical employees will cause our business operations to slow down or be suspended.

Our competition includes large established mineral exploration companies with substantial capabilities and with greater financial and technical mineralized materials than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We may also compete with other mineral exploration companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

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Compliance with environmental regulations applicable to our operations may adversely affect our capital liquidity.

All phases of our operations in ~~the Republic of Kazakhstan and the Russian Federation~~Mexico, where one of our properties ~~are~~is located, will be subject to environmental regulations. Environmental legislation in ~~the~~Mexico ~~Republic of Kazakhstan and the Russian Federation~~ is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. It is possible that future changes in environmental regulation will adversely affect our operations as compliance will be more burdensome and costly.

Because we have not allocated any money for reclamation of any of our mining claims, we may be subject to fines if the mining claims are not restored to its original condition upon termination of our activities.

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Our long-term profitability will be affected by changes in the prices of the metals we find on our properties, if any.

Our ability to establish reserves and develop our exploration properties, and our profitability and long-term viability, depend, in large part, on the market prices of silver, gold, zinc, lead, copper and other metals. The market prices for these metals are volatile and are affected by numerous factors beyond our control, including:

global or regional consumption patterns;

supply of, and demand for, silver, gold, zinc, lead, copper and other metals;

speculative activities and producer hedging activities;

expectations for inflation;

political and economic conditions; and

supply of, and demand for, consumables required for production of metals.

Future weakness in the global economy could increase volatility in metals prices or depress metals prices, which could in turn reduce the cash flow generated by our operations in Mexico.

The exploration of mineral properties is highly speculative in nature, involves substantial expenditures and is frequently non-productive.

Our future growth and profitability will likely depend, in large part, on the costs and results of our exploration programs, certain of our exploration portfolio properties, and other properties that we do not currently hold. Mineral exploration is highly speculative in nature and is frequently nonproductive. Substantial expenditures are required to:

establish mineral reserves through drilling and metallurgical and other testing techniques;

determine metal content and metallurgical recovery processes to extract metal from the ore;

determine the feasibility of mine development and production; and

construct, renovate or expand mining and processing facilities.

If we discover ore at a property, it usually takes several years from the initial phases of exploration until production is possible. During this time, the economic feasibility of a project may change because of increased costs, lower metal prices or other factors. As a result of these uncertainties, we may not successfully acquire additional mineral rights, or our exploration programs may not result in proven and probable reserves at all or in sufficient quantities to justify developing any of our exploration properties.

The decisions about future development of projects may be based on feasibility studies, which derive estimates of reserves, operating costs and project economic returns. Estimates of economic returns are based, in part, on assumptions about future metal prices and estimates of average cash operating costs based upon, among other things:

anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;

anticipated recovery rates of silver and other metals from the ore;

cash operating costs of comparable facilities and equipment; and

anticipated climatic conditions.

Actual cash operating costs, production and economic returns may differ significantly from those anticipated by our studies and estimates.

Lack of infrastructure could forestall or prevent further exploration and development.

Exploration activities, as well as any development activities, depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors that affect capital and operating costs and the feasibility and economic viability of a project. Unanticipated or higher than expected costs and unusual or infrequent weather phenomena, or government or other interference in the maintenance or provision of such infrastructure, could adversely affect our operations, financial condition and results of operations.

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Our exploration activities are in countries with developing economies and are subject to the risks of political and economic instability associated with these countries.

We currently conduct exploration activities almost in Latin American and Central Asian countries with developing economies. These countries and other emerging markets in which we may conduct operations have from time to time experienced economic or political instability. We may be materially adversely affected by risks associated with conducting exploration activities in countries with developing economies, including:

political instability and violence;

war and civil disturbance;

acts of terrorism or other criminal activity;

expropriation or nationalization;

changing fiscal, royalty and tax regimes;

fluctuations in currency exchange rates;

high rates of inflation;

uncertain or changing legal requirements respecting the ownership and maintenance of mineral properties, mines and mining operations, and

inconsistent or arbitrary application of such legal requirements;

underdeveloped industrial and economic infrastructure;

corruption; and

unenforceability of contractual rights.

Changes in mining or investment policies or shifts in the prevailing political climate in any of the countries in which we conduct exploration activities

could adversely affect our business.

Our directors may face conflicts of interest in connection with our participation in certain ventures because they are directors of other mineral mineralized material companies.

~~Messrs~~Mr. ~~Gomez~~Antonio deJaramillo ~~Segura~~ and ~~Mueller~~Ms. Michelle Robinson, who serve as directors, may also be directors of other companies (including mineralized material exploration companies) and, if those other companies participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation. It is possible that due to our directors’ conflicting interests, we may be precluded from participating in certain projects that we might otherwise have participated in, or we may obtain less favourable terms on certain projects than we might have obtained if our directors were not also directors of other participating mineral mineralized materials companies. In an effort to balance their conflicting interests, our directors may approve terms equally favourable to all of their companies as opposed to negotiating terms more favourable to us but adverse to their other companies. Additionally, it is possible that we may not be afforded certain opportunities to participate in particular projects because those projects are assigned to our directors’ other companies for which the directors may deem the projects to have a greater benefit.

Our future performance is dependent on our ability to retain key personnel, loss of which would adversely affect our success and growth.

Our performance is substantially dependent on performance of our senior management. In particular, our success depends on the continued efforts of Mr. ~~Gomez~~Antonio deJaramillo ~~Segura~~and Ms. Michelle Robinson. The loss of ~~his~~their services could have a material adverse effect on our business, results of operations and financial condition as our potential future revenues would most likely dramatically decline and our costs of operations would rise. We do not have employment agreements in place with any of our officers or our key employees, nor do we have key person insurance covering our employees.

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Our stockholders may suffer additional dilution to their equity and voting interests as a result of future financing transactions.

We will need external financing to support the exploration and, if warranted, development of our properties. Because we do not currently generate any revenues, and because debt financing is difficult to obtain for early stage mining operations, it is likely that we will seek such financing in the equity markets. If we were to engage in a private equity financing, or engage in a public equity offering, the current ownership interest of our stockholders would be diluted.

The value and transferability of our shares may be adversely impacted by the limited trading market for our shares.

There is only a limited trading market for our common stock on the Pink Sheets. This may make it more difficult for you to sell your stock if you so desire.

Our common stock is a penny stock and because "“penny stock” rules will apply, you may find it difficult to sell the shares of our common stock.

Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the ~~Securities~~ Exchange Act ~~of 1934~~. Generally, a "“penny stock"” is a common stock that is not listed on a national securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the most risky equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the ~~Securities and Exchange Commission~~SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market. It may also cause fewer broker dealers to make a market in our stock.

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Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares.

In addition to the "“penny stock"” rules promulgated by the ~~Securities~~SEC, ~~and~~the ~~Exchange~~Financial ~~Commission,~~Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Future sales of shares by us may reduce the value of our stock.

If required, we will seek to raise additional capital through the sale of our common stock. Future sales of shares by us could cause the market price of our common stock to decline and may result in further dilution of the value of the shares owned by our stockholders.

Item 1B.

Unresolved Staff Comments

~~Not~~We ~~Applicable~~are currently delinquent in our reporting requirements and, if we fail to file all our required reports in a timely manner the SEC may, without further notice, bring an administrative proceeding against us to revoke our registration under the Securities Act of 1934.

Item 2.

Properties

Office Premises

We conduct our activities from our principal and technical office located at 18Mision Santa Ana 5232, 80Fracc. ~~Furmanova~~Las ~~Str~~Misiones CP 82133, ~~Almaty~~Mazatlan, ~~Republic~~Sinaloa, ~~of Kazakhstan~~Mexico. We believe that these offices are adequate for our purposes. We doThe ~~not~~telephone ~~own~~number ~~any~~is ~~real~~+1 ~~property~~(669) ~~or significant assets~~980-9176. Management believes that this space will meet our needs for the next 12 months. We do not own any real property or significant assets.

~~Mining Properties~~14

Our properties are in the preliminary exploration stage and do not contain any known bodies of ore.

Index

WeMining ~~conduct exploration activities from our principal~~ and ~~technical~~Exploration ~~office located at 18, 80 Furmanova Street, Almaty, Republic of Kazakhstan. The telephone number is (+7) 327-2611 026. We believe that these offices are adequate for our purposes and operations.~~Properties

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

We are currently concentrating our property exploration activities in ~~the Republic of Kazakhstan and the Russian Federation~~Mexico.

We currently have an interest in ~~three~~six (36) ~~projects,~~properties ~~two~~and ~~located~~are incurrently ~~the~~focusing ~~Tomsk~~our ~~Oblast~~efforts ~~region~~on inour ~~the~~property ~~Russian Federation and one~~ located in ~~the~~northern ~~Republic~~Guerrero ofState, ~~Kazakhstan~~Mexico. We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted.

Former Properties

Russian Federation

Haldeevskaya License

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

~~Geology~~Pursuant ofto ~~Haldeevskaya area is represented by~~ the ~~mid~~terms ~~Devonian volcanogenic-sedimentary sediments~~ of the ~~Mitrofan~~Joint ~~suite,~~Activity ~~terrigenous (“black shale”) sediments of the Jurginsk~~Agreement, ~~Pachinsk, Salamat suites of upper Devonian,~~ and for the ~~Yarsk,~~purpose ~~Lagernosadsk stratus~~ of ~~the~~conducting ~~lower~~further ~~Carboniferous~~financing ~~age. The rock formations are deformed into the linear folds with the north-north-eastern strike~~ and ~~they~~exploration ~~are cut by the series of longitudinal~~work, lateral and diagonal fractures of different type and order. The area is located at the front zone of the Tomsk thrust above the granitoid intrusions that are inferred by geophysics. Dolerite and Monzonite dikes intrude Paleozoic rocks forming the series of dike zones with a ~~north-western~~company, ~~trend~~HaldeyGold ~~with an echelon-like arrangement of some dikes and their groups~~Ltd. ~~Mineralization~~ is(“HaldeyGold”), ~~focussed~~was ~~into~~registered ~~areas associated~~ with the ~~thrusting.~~Ministry ~~Towards the end~~ of ~~19th and first half of~~ the ~~20th~~Russian ~~centuries~~Federation ~~the~~for ~~region~~Taxes ~~was one of the most prolific gold mining spots in Russia. The coarse gold was panned from the Tom river~~ and ~~the~~Levies ~~numerous~~on ~~drainage~~January systems around the city of Tomsk. In late 1980 Geosphera made its first gold discoveries in hard rock. As a result of the geochemical and geophysical surveys a series of 6 highly prospective gold soil anomalies have been outlined Of the 6 large anomalies the area currently considered the most perspective are the Semiluzhenskoye19, ~~Verkhnekamensk and Sukhorechenskoye prospects~~2005. The ~~Verkhnekamensk~~Haldeevskaya ~~anomaly~~mineral isexploration ~~located in the eastern part of the Haldeiskaja~~ license onalong ~~the~~with ~~tectonic~~all ~~contact~~relevant ~~between the clay shales and volcanics. As a result of the litho-geochemical,~~ geological ~~and~~data ~~geophysical~~was ~~studies,~~transferred ~~conducted~~ by ~~Cigma, two mineralized zones of east-west strike have been outlined and plotted at 1:20,000. These zones were traced across~~ the ~~area~~partnership ~~for 3 kilometres with widths ranging from 250~~ to ~~700~~HaldeyGold ~~meters.~~on ~~Within~~March ~~these~~16, ~~zones 3 anomalies were found and appear prospective for gold mineralization~~2005. ~~The~~We ~~first~~have ~~diamond~~an ~~drilling~~80% ~~program~~(Geosphera ~~has~~20%) ~~outlined~~interest ~~vast areas of hydrothermal alteration, preliminary mineralogical investigations have discovered free gold~~ in ~~drill core from the upper part of the mineralization zone~~HaldeyGold.

12On April 22, 2005, December 31, 2005, July 7, 2006 and December 29, 2006, we and Geosphera agreed to amend the Haldeevskaya Joint Activity Agreement dated August 30, 2004, resulting in a revision of the 2006 exploration expenditure commitment from $460,000 to $289,743 and the 2005 exploration expenditure commitment from $300,000 to $250,000. We also agreed to fund $400,000 toward the 2007 HaldeyGold exploration budget. No funds were spent on the HaldeyGold project in 2007. Our investment in the HaldeyGold partnership interest is as follows: Capital invested - $981,387, Exploration expenses incurred - $796,261, write-down of investment in partnership interest - $185,126.

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

Index

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

The Haldeevskaya exploration licence has expired on December 31, 2007.

Tugojakovsk License

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

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

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

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

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

Index

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

The Tugojakovsk exploration license expired on December 1, 2009.

Republic of Kazakhstan

~~The Company, through its 100% subsidiary Dostyk LLP holds high potential~~ Maykubinsk ~~exploration~~Exploration and ~~mining~~Mining license located in Pavlodar Oblast Region in Kazakhstan. The Dostyk property covers and area of 14,000 square kilometres, in northern Kazakhstan in a region which has been producing gold and base metals for decades including Zinc, Copper, Nickel, Lead and Gold in various geological environments. Geologically the area comprises granites, granodiorite and monzonite with associated continental volcanogenic formations, island arc formations and mafic and felsic intrusives. Currently, over 130 known mineral occurrences occur on the property, and the Company has selected 5 targets as the focus of the 2008 exploration campaign. The area has a well-developed infrastructure including a network of railways and power lines that service the needs of the entire country and parts of the Urals in neighbouring Russia.License

~~The~~Astana ~~region’s economy of Central Kazakhstan~~ is ~~predicated~~an onimportant ~~mining,~~regional ~~power~~centre ~~generation~~for ~~and~~the ~~agriculture.~~project ~~Mining~~infrastructure ~~consists~~both ofas ~~giant~~an ~~coal~~international ~~mining~~airport ~~at Karaganda, Ekibastuz~~ and ~~Maikube,~~as ~~mining of polymetallic, gold-rich volcanogenic massive sulphide deposits at Abyz, Maikain, Alpys and Souvenir. Roads and trails criss-cross~~ the ~~region~~location toof ~~serve~~all the ~~agriculture and~~ exploration/mining ~~areas~~authorities. ~~Numerous high-tension power lines radiate out of several power generation stations in Ekibastuz to serve Kazakhstan and for power export to Russia.~~

~~Regional~~Through ~~Geology~~our wholly-owned subsidiary, Dostyk (sold in 2010), we held a high potential Maykubinsk exploration and ~~mineralization~~mining license (the “Maykubinsk License”) located in Pavlodar Oblast Region in Kazakhstan. According to Kazakhstan Mining Law an exploration and mining licence (also called a Contract with the Government) could be obtained by any private or corporate body, including those with 100% of foreign ownership, through an open tender published by government. If the licence is already issued then it could be acquired through direct negotiations with the owner and re-registered by State authorities. We acquired Dostyk from Eureka Mining Ltd (“Eureka”), a UK based public company.

~~Central~~The ~~Kazakhstan~~Dostyk ~~geological~~acquisition ~~structure~~steps iswere ~~represented~~as by strong folded and dislocated Cambrian-Ordovician submarine volcanic and sedimentary rocks, covered by Silurian-Devonian sediments and Devonian felsitic volcanic suites with a whole series of stocks, dikes and sills of various ages. Late Paleozoic rocks are represented by Carboniferous and Jurassic marine and continental suites.follows:

13We acquired 100% of the shares of Dostyk through a share purchase agreement with Eureka in following steps and conditions:

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

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

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

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

Figure 2

Index

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

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

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

Regional Geology and mineralization

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

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

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

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

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

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

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

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

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

License and Contract commitments

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

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

~~Total exploration expenditures incurred by the Company during 2009 on the Dostyk Project amounted to $ 623,794.~~18

Index

In order to retain exploration and mining rights and to convert the exploration licence/contract into a mining licence Dostyk should by end of the exploration term, December 31, 2010, submit and prove to the State Resources Commission of Kazakhstan a Report of C1-C2 Mineral Resources. By doing so, Dostyk will receive exclusive and irrevocable rights for mining of the mineral resources proved with the government of Kazakhstan.

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

Exploration Work 2009

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

The quality control of drilling, sampling, assaying has been carried out on site by Micromine Ltd, an Australian Resource company and by Alex Stewart Laboratories, an internationally accredited UK company with laboratory in Kyrgyzstan. Dostyk assays 100% of its samples in this lab.

During the year ended December 31, 2009, we expended $623,794 relating to the Dostyk project.

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

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

InFigure 2006, we continued the exploration program on the Quartzite Gorka Prospect, targeting the Western extension of gold-copper mineralization zone and its extension to depth direction. 5 holes have been drilled for a total of 1,520 meters. The drilling results have revealed a pinch out of mineralization in northwest direction with reduced zone width zone and decreased values of the gold (0.3g/t) and copper (0.1%).3

~~In 2010 we will focus on conducting a metallurgical study of the mineralization zones on the Berezki East and Quartzite Gorka prospects explored in 2007 - 2009.~~19

Index

Berezki East 2009

Type of work

Volume

USD

Drill holes

drill holes

meters drilled

1,830

183,000

samples treatment

sample

1,750

Fire assays

assay

1,710

41,000

IP assays

assay

1,050

Metallurgical test

34,000

Data processing & administration

59,000

Wages -geological staff

49,000

Berezki East total

366,000

Figure 4

Quartzite Gorka 2009

Type of work

Volume

USD

Drill holes

drill holes

meters drilled

1,520

152,000

samples treatment

sample

1,430

Fire assays

assay

1,400

22,000

IP assays

assay

1,050

Data processing & administration

61,000

Wages - geological staff

48,000

Quartzite Gorka total

283,000

In 2009, we continued the exploration program on the Quartzite Gorka Prospect (figures 5 & 6), targeting the western extension of gold-copper mineralization zone and its extension to depth direction. 5 holes have been drilled for a total of 1,520 meters. The drilling results have revealed a pinch out of mineralization in northwest direction with reduced zone width zone and decreased values of the gold (0.3g/t) and copper (0.1%).

Figure 5

Figure 6

Index

The following tables delineate the work done, and associated costs, for the two properties in 2009:

Berezki East
Type of work	Volume		US$
Drill holes	drill holes	6
Meters drilled	m	1,830	183,000
samples treatment	sample	1,750
Fire assays	assay	1,710	41,000
IP assays	assay	1,050
Metallurgical test			34,000
Data processing & administration			59,000
Wages -geological staff			49,000
Berezki East total			366,000
Budget 2010	3 drill holes for 1300m, 1,100 assays		200,000

Quartzite Gorka
Type of work	Volume		US$
Drill holes	drill holes	5
Meters drilled	m	1,520	152,000
Samples treatment	sample	1,430
Fire assays	assay	1,400	22,000
IP assays	assay	1,050
Data processing & administration			61,000
Wages - geological staff			48,000
Quartzite Gorka total			283,000
Budget 2010	4 drill holes for 1400m, 1,200 assays		300,000

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

Current Properties

Mexico

We hold six (6) mining concessions located in Guerrero State, Mexico. They are 100% owned by our Mexican subsidiary, Exploraciones Cigma, S.A. de C.V. The concessions define two Projects, the El Violín Project and the Pinzan Morado Project. The El Violín Project is centered on geographic co-ordinates 99º18’W, 17º20’ N and has a surface area of 4098 hectares. It is located 230 km south-southeast of Mexico City, D.F., and about 30 km southeast of Chilpancingo de Los Bravos, the State capital. The Pinzan Morado Project is centered on geographic co-ordinates 100º49’W, 18º18’ N, has a surface area of 91,559 hectares and is located 165 km northwest of Chilpancingo.

Mining Concessions that define the “El Violín” Project, Municipios of Mochitlán and Quechultenango, Guerrero, Mexico (1:50,000 INEGI map sheets E14C38, E14C39).

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

Index

Mining Concessions that define the “Pinzan Morado” Project, Municipios of Coyuca de Catalán and Zirándaro Guerrero, Mexico (1:50 000 INEGI map sheets E14A74, E14A84). The concessions are subject to a 1.5% NSR, payable to Exploraciones La Plata, S.A. de C.V., the Mexican subsidiary of Alphamin.

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

El Violín

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

In 2001, the Servicio Geologico Mexicano published 1:50,000 geological maps and geochemical surveys for 1:50,000 maps E14C38 and E14C39. In 2007, El Violín Project was explored by Alphamin for porphyry systems (Lupita concession) and zinc-rich massive sulfide deposits (La Huerta and Pastoría concessions). Work completed includes stream sediment geochemistry, soil geochemistry, prospecting and rock geochemistry. Prior to the financial crisis of 2008, several promising targets for further exploration, including drilling, were identified.

Pinzan Morado

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

In 2002, the Servicio Geologico Mexicano published 1:50 000 geological maps and geochemical surveys for 1:50,000 maps E14A74 and E14A84. In 2007, Alphamin completed stream sediment sampling of part of the Property after applying for the mineral rights. Several promising anomalies for gold and base metals were identified, but no further work was done.

Item 3.

Legal Proceedings

~~The~~We ~~Company~~are is not ~~involved~~party into any ~~legal~~litigation, ~~proceedings~~and athave ~~this~~no ~~time~~knowledge of any pending or threatened litigation against us.

Item 4. ~~(Removed~~Mining ~~and~~Safety ~~Reserved)~~Disclosures

There are no current mining activities at the date of this report.

Index

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our ~~Common~~common ~~Stock~~stock is quoted on the OTC Markets Group Inc. “Pink Sheets”.” The following table sets forth the high and low bid prices for ~~the~~our ~~Common~~common ~~Stock~~stock for the calendar quarters indicated as reported by the Pink Sheets for the last two years. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions. Our stock is also quoted on the Frankfurt Exchange under the symbols “C9K.FSE,” and “C9K.ETR” and on the Berlin-Bremen Exchange under the symbol “C9K.BER.”

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2012 – High	$	0.04	$	0.04	$	0.06	$	0.03	(1)
2012 – Low	$	0.03	$	0.01	$	0.01	$	0.02	(1)
2011 – High	$	0.15	$	0.13	$	0.10	$	0.07
2011 - Low	$	0.10	$	0.04	$	0.04	$	0.02
2010 – High	$	0.59	$	0.44	$	0.20	$	0.15
2010 – Low	$	0.21	$	0.10	$	0.10	$	0.06
2009 – High	$	0.40	$	0.42	$	0.65	$	0.65
2009 – Low	$	0.18	$	0.21	$	0.29	$	0.21

~~Index~~(1) The high and low bid prices for our Common Stock for the Fourth Quarter of 2012 were for the period October 1, 2012 to October 26, 2012.

	First Quarter		Second Quarter		Third Quarter			Fourth Quarter
2010 – High	$	0.59	$	044	$	0.20	(1)
2010 – Low	$	0.21	$	0.10	$	0.10	(1)
2009 – High	$	0.40	$	0.42	$	0.65		$	0.65
2009 – Low	$	0.18	$	0.21	$	0.29		$	0.21
2008 – High	$	0.72	$	0.56	$	0.51		$	0.40
2008 – Low	$	0.27	$	0.31	$	0.13		$	0.13

As of October 31, 2012, there were 18 holders of record of our common stock.

~~(1)~~We ~~The~~have ~~high~~never declared or paid any cash dividends on our common stock and ~~low~~do ~~bid~~not ~~prices~~anticipate ~~for~~paying any cash dividends on our ~~Common~~common ~~Stock~~stock ~~for~~in the ~~Third~~foreseeable ~~Quarter~~future. ofWe ~~2010~~currently ~~were~~intend ~~for~~to ~~the~~retain ~~period~~all ~~July~~future 1earnings, ~~2010~~if any, to ~~September~~fund ~~13,~~the ~~2010~~development and growth of our business.

As of December 31, 2009, there were 17 holders of record of the Common Stock.

No cash dividends were paid in 2009 or 2008. No cash dividends have been paid subsequent to December 31, 2009. The amount and frequency of cash dividends are significantly influenced by metal prices, operating results and our cash requirements.

We do not have securities authorized for issuance under an equity compensation plan.

In February 2009, 500,000 common shares were authorized for issuance at $0.20 per share for cash proceeds of $100,000. The shares were issued to a company ~~who~~which resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S ~~as promulgated thereunder~~).

In March 2009, 1,000,000 common shares were authorized for issuance at $0.20 per share for cash proceeds of $200,000. The shares were issued to a company ~~who~~which resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S ~~as promulgated thereunder~~).

In July 2009, 3,900,000 common shares were authorized for issuance at $0.30 per share for cash proceeds of $1,170,000. The shares were issued to an individual and companies who reside outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S ~~as promulgated thereunder~~).

WeIn ~~did~~March ~~not~~2010, ~~make~~we ~~any~~issued ~~repurchases~~1,000,000 shares of ~~our~~common ~~securities~~stock ~~during~~valued at $350,000 for a property acquisition in Mexico. The shares were issued to a company which resides outside the ~~fourth~~United ~~quarter~~States of ~~our~~America ~~fiscal~~(in ~~year~~accordance ~~ended~~with ~~December~~the ~~31,~~exemption ~~2009~~from orregistration ~~the~~requirements ~~subsequent~~afforded ~~period~~by ~~through~~Regulation toS). ~~September~~The 13transactions were recorded at the exchange amount, ~~2010~~being the trading price per published rates.

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

WeIn ~~have~~September ~~never~~2012, ~~paid~~we ~~cash~~issued ~~dividends~~1,000,000 onshares of our ~~capital~~common stock ~~and~~valued doat ~~not~~$50,000 ~~anticipate paying any cash dividends~~ in ~~the~~settlement ~~foreseeable~~of ~~future,~~amounts ~~but~~owing ~~intend~~ to ~~retain~~creditors. ~~our~~The ~~capital~~shares ~~mineralized~~were ~~materials~~issued ~~for~~to ~~reinvestment~~an inindividual ~~our~~who ~~business.~~resides ~~Any~~outside ~~future~~the ~~determination~~United toStates ~~pay~~of ~~cash~~America ~~dividends~~(in ~~will~~accordance bewith at the ~~discretion~~exemption offrom ~~the~~registration ~~Board~~requirements ofafforded ~~Directors~~by ~~and~~Regulation ~~will~~S). beThe ~~dependent~~transaction ~~upon~~was ~~our~~recorded ~~financial~~at ~~condition,~~the ~~results~~exchange amount of ~~operations,~~the ~~capital~~August ~~requirements~~24, ~~and~~2012 ~~other~~subscription ~~factors~~agreement asfor ~~the~~4,000,000 ~~board~~shares of ~~directors~~common ~~deems relevant~~stock.

1623

Index

We did not make any repurchases of our securities during the fourth quarter of our fiscal year ended December 31, 2010, or the subsequent period through to October 31, 2012.

Transfer Agent

Our transfer agent is Interwest Transfer Co., Inc., having an office at 1981 Murray Holladay Toad, Suite 100, Salt Lake City, UT, USA 84117.

Penny Stock

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. The stock is currently a “penny stock.” Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, deliver a standardized risk disclosure document prepared by the Commission, which: (a) contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; (b) contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of Securities’ laws; (c) contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and significance of the spread between the bid and ask price; (d) contains a toll-free telephone number for inquiries on disciplinary actions; (e) defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and (f) contains such other information and is in such form as the Commission shall require by rule or regulation. The broker-dealer also must provide to the customer, prior to effecting any transaction in a penny stock, (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement.

These disclosure requirements may have the effect of reducing the trading activity in the secondary market for the stock if it becomes subject to these penny stock rules.

Rule 144

There were 59,500,000 shares of our common stock issued and outstanding at October 31, 2012, of which 14,500,000 shares are deemed “restricted securities,” within the meaning of Rule 144. Absent registration under the Securities Act, the sale of such shares is subject to Rule 144, as promulgated under the Securities Act.

In general, under Rule 144, subject to the satisfaction of certain other conditions, a person deemed to be one of the Company’s affiliates, who has beneficially owned restricted shares of common stock for at least one year is permitted to sell in a brokerage transaction, within any three-month period, a number of shares that does not exceed the greater of 1% of the total number of outstanding shares of the same class, or, if the common stock is quoted on a stock exchange, the average weekly trading volume during the four calendar weeks preceding the sale, if greater.

Rule 144 also permits a person who presently is not and who has not been an affiliate of the Company for at least three months immediately preceding the sale and who has beneficially owned the shares of common stock for at least nine months to sell such shares without restriction other than the requirement that there be current public information as set forth in Rule 144. To the extent that Rule 144 is otherwise available, this provision is currently applicable to all of the restricted shares. If a non-affiliate has held the shares for more than one year, such person may make unlimited sales pursuant to Rule 144 without restriction.

Index

The possibility that substantial amounts of the common stock may be sold under Rule 144 into the public market may adversely affect prevailing market prices for the common stock and could impair our ability to raise capital in the future through the sale of equity securities. Please refer to “Item1A. Risk Factors.”

Dividend Policy

We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings, if any, to fund the development and growth of our business. Any future determination to pay cash dividends will be at the discretion of the Board of Directors (the “Board”) and will be dependent upon our financial condition, results of operations, capital requirements and other factors as the Board deems relevant.

Item 6.

Selected Financial Data

Not applicable

Item 7.

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

~~The~~You ~~following information~~ should be read inthe ~~conjunction~~following ~~with~~discussion ~~our~~and ~~audited~~analysis ~~consolidated~~of our financial ~~statements~~condition and ~~related~~results ~~notes~~of ~~thereto~~operations ~~for~~together ~~the~~with ~~years~~our ~~ended~~financial ~~December~~statements ~~31,~~and ~~2009~~related ~~and~~notes ~~2008~~beginning ~~included~~on ~~elsewhere~~page F-1 in this annual report on Form 10-K. WeThis ~~also~~discussion ~~urge~~and ~~you~~analysis tocontains ~~review~~forward-looking ~~and~~statements ~~consider~~that ~~our~~involve ~~disclosures~~risks, ~~describing~~uncertainties ~~various~~and ~~risks~~assumptions. ~~that~~Our actual results may ~~affect~~differ ~~our~~materially ~~business~~from those anticipated in these forward-looking statements as a result of many factors, ~~which~~including ~~are~~those set forth under ~~the~~"Risk ~~heading~~Factors" ~~“RISK~~in ~~FACTORS~~this annual report on Form 10-K.”

(A) General

We are a mineral exploration company engaged in the exploration of base, precious metals and industrial minerals worldwide. We were incorporated under the laws of the State of Florida on January 13, 1989, under the name "“Cigma Ventures Corporation”." We conduct our exploration and property acquisition activities through our head office which is located at isMision ~~located~~Santa atAna 185232, 80Fracc. ~~Furmanova~~Las ~~Str~~Misiones CP 82133, ~~Almaty~~Mazatlan, ~~Republic~~Sinaloa, ofMexico ~~Kazakhstan.~~+1 ~~The telephone number is~~ (+7669) ~~327 – 2611 026~~980-9176.

We had no revenues during fiscal ~~2009~~2010 and ~~2008~~2009. Funds raised in fiscal ~~2009~~2010 and ~~2008~~2009 were used for exploration of our properties and general administration.

(B) Results of Operations

Year Ended December 31, ~~2009~~2010 (Fiscal ~~2009~~2010) versus Year Ended December 31, ~~2008~~2009 (Fiscal ~~2008~~2009)

For the year ended December 31, ~~2009~~2010, we recorded a ~~loss~~profit of $2917,~~235,894~~649 or $0.0402 per share, compared to a loss of $32,~~482~~235,~~650~~894 or $0.0804 per share in ~~2008~~2009.

General and administrative expenses – For the year ended December 31, ~~2009~~2010, we recorded general and administrative expenses of $~~602~~250,~~503~~810 (fiscal ~~2008~~2009 - $~~534~~602,~~132~~503). The fiscal ~~2009~~2010 amount includes professional fees - accounting $6978,~~277~~467 (fiscal ~~2008~~2009 - $369,~~033~~277) and legal $1816,~~283~~966 (fiscal ~~2008~~2009 - $5518,~~053~~283). Recent developments in capital markets have restricted our access to debt and equity financing ~~for the Company~~. As a result, ~~the~~we ~~Company~~ reduced ~~its~~our 2010 capital spending requirements in light of the current and anticipated, global economic environment.

Exploration expenditures - For the year ended December 31, ~~2009~~2010, we recorded total exploration costs of $~~623~~100,~~794~~000 compared to $2623,~~941,613~~794 in fiscal ~~2008~~2009. The following is a breakdown of the exploration expenses by property: Kazakhstan $~~623~~100,~~794~~000 (~~2008~~2009 - $2623,~~941,613~~794); ~~Haldey~~and ~~Gold~~Mexico ~~Project located in the Tomsk Oblast region of the Russian Federation totalled~~ $0 (~~2008~~2009 - $0). ~~and~~Impairment ~~Tugojakovsk Project located in the Tomsk Oblast region~~ of ~~the~~mineral ~~Russian~~properties ~~Federation totalled~~ $0 in 2010 (~~2008~~2009 - $01,009,597).

~~Depreciation expense – For the year ended December 31, 2009 we recorded depreciation expense of $20,909 compared to $19,707 in fiscal 2008.~~25

Index

Depreciation expense – For the year ended December 31, 2010, we recorded depreciation expense of $0 compared to $20,909 in fiscal 2009.

December 31, ~~2009~~2010 versus December 31, ~~2008~~2009:

Recent developments in capital markets have restricted access to debt and equity financing for many companies. ~~The~~Our ~~Company’s~~ exploration properties are in the exploration stage, have not commenced commercial production and consequently ~~the~~we ~~Company~~have ~~has~~ no history of earnings or cash flow from ~~its~~our operations. As a result, ~~the~~we ~~Company~~are is reviewing ~~its~~our ~~2010/~~2011/2012 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

~~The~~We ~~Company~~ currently ~~finances~~finance ~~its~~our activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to ~~the~~us ~~Company~~ at the times and in the amounts required to fund ~~the~~our ~~Company’s~~ activities. There are many conditions beyond ~~the~~our ~~Company’s~~ control which have a direct bearing on the level of investor interest in the purchase of ~~Company~~our securities. ~~The~~We ~~Company~~ may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of ~~its~~our properties,; however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has not been used to fund ~~the~~our ~~Company’s~~ property acquisitions and exploration activities and ~~the~~we ~~Company~~have ~~has~~ no current plans to use debt financing. ~~The~~We ~~Company~~do ~~does~~ not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. ~~The~~We ~~Company~~have ~~has~~ no agreements or understandings with any person as to additional financing.

At December 31, ~~2009~~2010, we had cash of $52223,~~609~~334 (~~2008~~2009 - $2952,~~247~~609) and a working capital ~~deficiency~~ of $1364,~~164,762~~028 (~~2008~~2009 working capital ~~deficiency~~deficit - $1,~~151~~164,~~940~~762) respectively. Total liabilities as of December 31, ~~2009~~2010, were $2150,~~424,619~~742 as compared to $2,~~076~~424,~~879~~619 on December 31, ~~2008~~2009, ana ~~increase~~decrease of $~~347~~2,~~740~~273,877.

InOn ~~February~~March ~~2009~~9, ~~500~~2010,~~000~~ ~~common~~we ~~shares~~signed ~~were~~a ~~authorized~~property ~~for~~purchase ~~issuance~~agreement atwith $0Alphamin Resources Corp.20 ~~per~~(“Alphamin”) ~~share~~regarding ~~for~~the ~~cash~~sale ~~proceeds~~and oftransfer ~~$100,000. In~~by ~~March~~Alphamin ~~2009,~~of ~~1,000,000~~a ~~common~~100% ~~shares~~interest ~~were~~in ~~authorized~~the ~~for~~Aurora ~~issuance~~II at(title $0No.20 ~~per~~235480) ~~share~~mining ~~for~~concession ~~cash~~located ~~proceeds~~in the State of ~~$200~~Guerrero,~~000. In~~ ~~July~~Mexico, ~~2009~~to us, 3in consideration for $150,~~900~~000 and 1,000,000 shares of our common ~~shares~~stock. ~~were~~The ~~authorized~~transactions ~~for~~were ~~issuance~~recorded at ~~$0.30~~the exchange amount, being the trading price per ~~share~~published ~~for~~rates. ~~cash~~Alphamin ~~proceeds~~will ofretain $a 1~~,170,000~~. In5% ~~January~~Net ~~2008~~Smelter Returns Royalty on production from the ~~Company~~Property. ~~issued~~On ~~300~~June 11,~~000~~ ~~common~~2010, ~~shares~~our ~~valued~~wholly-owned atMexican ~~$114~~subsidiary,~~000~~ asExploraciones aCigma, ~~finder’s~~S.A. ~~fee~~de inC.V., ~~consideration~~filed ~~for~~an ~~arranging~~assignment ~~property~~agreement ~~acquisitions~~for inthe ~~Kazakhstan.~~Aurora InII ~~June~~mining ~~and~~concession ~~October~~between ~~2008~~Alphamin’s ~~the~~wholly ~~Company~~owned ~~issued~~Mexican 6subsidiary,~~500,000~~ ~~and~~Exploraciones 1La Plata,~~600,000~~ ~~common~~S.A. ~~shares~~de ~~respectively~~C.V. and Exploraciones Cigma, ~~the~~S.A. ~~total~~de ~~amount~~C.V. ~~received~~with ~~was~~the ~~$1,950,001~~Mexican ~~and~~Public ~~$400,000,~~Registry ~~respectively~~of Mining.

~~Our~~On ~~general~~August ~~business~~24, ~~strategy~~2012, iswe toentered ~~acquire~~into ~~mineral~~a ~~properties~~subscription ~~either~~agreement ~~directly~~for or4,000,000 ~~through~~shares ~~the acquisition~~ of ~~operating~~our ~~entities.~~common ~~Our~~stock ~~consolidated~~at ~~financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to~~ a ~~going~~purchase ~~concern~~price ~~which contemplates the realization~~ of ~~assets and the satisfaction of liabilities and commitments in the normal course of business~~$0.05 Asper ~~discussed~~share infor ~~note~~gross 1aggregate toproceeds ~~the consolidated financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash~~ of $~~765~~200,~~617 from operating activities in 2009~~000. The ~~Company~~shares ~~requires~~were ~~additional~~issued ~~funds~~ to ~~meet~~a ~~its~~company ~~obligations~~which ~~and~~resides ~~maintain~~outside ~~its~~the ~~operations. We~~United doStates ~~not~~of ~~have~~America ~~sufficient working capital to~~ (i)in ~~pay~~accordance ~~our~~with ~~administrative~~the ~~and~~exemption ~~general operating expenses through December 31, 2010 and (ii) to conduct our preliminary exploration programs. Without cash flow~~ from ~~operations,~~registration werequirements ~~may~~afforded ~~need~~by toRegulation ~~obtain additional funds (presumably through equity offerings and/or debt borrowing~~S) ~~in order, if warranted, to implement additional exploration programs on our properties~~. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

18In September 2012, we issued 1,000,000 shares of our common stock valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America (in accordance with the exemption from registration requirements afforded by Regulation S). The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 1 to the consolidated financial statements, we have incurred recurring operating losses since inception, have not generated any operating revenues to date and used cash of $1,671,469 from operating activities in 2010. We require additional funds to meet its obligations and maintain its operations. We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2011 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

Index

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

Cash Flow

Operating activities: ~~The~~ ~~Company~~We used cash of $~~765~~1,~~617 (used cash in 2008 - $3~~671,~~115,799)~~469 ~~through~~during the year ended December 31, 2010 (2009 - $765,617). The following is a breakdown of cash used for operating activities: Depreciation and amortization of $20,909 (2008 - $19,707), expenses satisfied with issuance of common stock $0 (2008 - $114,000), impairment of mineral properties of $1,009,597 (2008 - $0), and realized loss on sale of equipment $0 (2008 - $12,342). Changes in prepaid expenses and other assets resulted in a decrease of $18,361 compared to an increase of $23,484 in 2008. There was a decrease in accounts payable and accrued liabilities of $160,866 compared to an increase of $173,036 in 2008. There was an increase in accounts payable to related party in 2009 of $132,276 compared to an increase of $71,250 in 2008. There was an increase in deposits in 2009 of $450,000 compared to an increase of $0 in 2008

~~Investing~~· ~~Activities: During~~depreciation ~~the year ended December 31, 2009 investing activities consisted of expenditures on the purchase of assets of $660 (2008 - $89,714), proceeds from sale of equipment $0 (2008 - $35,717)~~ and ~~acquisition~~amortization of ~~mineral property costs of~~ $0 (~~2008~~2009 - $~~400~~20,~~000~~909).;

~~Financing~~· ~~Activities: We~~accrued ~~intend~~interest toon ~~finance~~notes ~~our~~receivable ~~activities by raising capital through the equity markets. Proceeds from the sale of common stock were~~ $119,~~020,000~~901 (~~2008 - $2,800,001). In fiscal~~ 2009 ~~the Company repaid loans of $231,174 (2008~~ - $~~402,220~~0).;

realized gain on sale of available for sale investments $289,967 (2009 - $0);

gain on disposition of subsidiary $958,591 (2009 - $0);

Impairment of mineral properties of $0 (2009 - $1,009,597).

Changes in prepaid expenses and other assets resulted in a decrease of $840 (2009 - decrease $18,506). There was a decrease in accounts payable and accrued liabilities of $802,761 (2009 decrease of $176,594). There was decrease in accounts payable - related party of $68,738 (2009 increase of $132,276). There was a decrease in deposits of $450,000 compared to an increase of $450,000 in 2009.

Investing Activities: During the year ended December 31, 2010 investing activities consisted of collections of notes receivable $200,000 (2009 - $0), purchase of equipment $0 (2009 - $660), proceeds from the disposition of subsidiary, net of cash disbursed of $1,452,949 (2009 - $0), proceeds from the disposition of marketable securities of $339,246 (2009 - $0) and acquisition of mineral property costs of $150,000 (2009 - $0).

Financing Activities: We intend to finance our activities by raising capital through the equity markets. Proceeds from the sale of common stock were $0 (2009 - $1,020,000) and loan payments were $0 (2009 - $231,176). In fiscal 2010, $942,293 in loans of the subsidiary was assumed by the purchaser of the subsidiary.

Dividends

~~The~~We ~~Company~~have ~~has~~ neither declared nor paid any dividends on ~~its~~our ~~Common~~common stock. ~~The~~We ~~Company~~intend ~~intends~~ to retain its earnings to finance growth and expand ~~its~~our operations and ~~does~~do not anticipate paying any dividends on ~~its~~our ~~Common~~common ~~shares~~stock in the foreseeable future.

Asset-Backed Commercial Paper

~~The~~We ~~Company~~have ~~has~~ no asset-backed commercial paper.

Fair Value of Financial Instruments and Risks

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

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

~~Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.~~27

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

Index

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

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

Share Capital

At ~~September~~October 1731, ~~2010~~2012, ~~the~~we ~~Company~~ had:

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

◦· 5359,500,000 common shares were issued and outstanding as at ~~September~~October 1731, ~~2010~~2012 (December 31, ~~2008~~2011 – 4854,~~100~~500,000 and December 31, 2009 – 53,500,000).

Outlook

General Economic Conditions

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

It is anticipated that for the foreseeable future, the Company will rely on the equity markets to meet its financing need. The Company will also consider entering into joint venture arrangements to advance its projects.

Capital and Exploration Expenditures

We are reviewing our capital and exploration spending in light of current market conditions. As a result of our review, the Company may curtail a portion of its capital and exploration expenditures during 2010/2011.

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

Off-Balance Sheet Arrangements

During the year ended December 31, 2009, the Company was not a party to any off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.

Market Risk Disclosures

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

~~Forward~~Off-~~Looking~~Balance ~~Statements~~Sheet Arrangements

~~This~~We ~~annual~~do ~~report~~not ~~contains~~have ~~forward~~any off-~~looking~~balance ~~statements~~sheet ~~which~~arrangements ~~involve~~or ~~assumptions~~contractual ~~and~~obligations ~~describe~~during ~~our~~the ~~future~~year ~~plans,~~ended ~~strategies,~~December ~~and expectations~~31, ~~are~~2010 ~~generally~~and ~~identifiable by use of~~ the ~~words~~subsequent ~~“may,”~~to ~~“will,”~~October ~~“should~~31,” ~~“expect~~2012,” ~~“anticipate,”~~that ~~“estimate,”~~are ~~“believe,”~~likely ~~“intend,”~~to orhave ~~“project”~~ or ~~the~~are ~~negative~~reasonably oflikely ~~these~~to ~~words~~have ora ~~other~~material ~~variations~~current ~~on these words~~ or ~~comparable~~future ~~terminology.~~effect ~~These~~on ~~statements~~our ~~are~~financial ~~expressed~~condition, changes in ~~good~~financial ~~faith~~condition, ~~and~~revenues ~~based~~or ~~upon~~expenses, aresults ~~reasonable~~of ~~basis~~operations, ~~when made~~liquidity, ~~but~~capital ~~there~~expenditures ~~can~~or becapital noresources ~~assurance~~ that ~~these~~have ~~expectations~~not ~~will~~been bedisclosed ~~achieved~~in orour ~~accomplished~~financial statements.

20Application of Critical Accounting Policies

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

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

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

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

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

Vehicles - 10 years;

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

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

Index

~~Such~~An ~~forward-looking~~impairment ~~statements~~loss ~~include~~is ~~statements~~measured ~~regarding,~~and ~~among~~recorded ~~other~~based ~~things,~~on ~~(a)~~discounted ~~the~~estimated ~~potential~~future ~~markets for our technologies, our potential profitability, and~~ cash flows ~~(b)~~associated ~~our~~with ~~growth~~values ~~strategies,~~beyond ~~(c)~~proven ~~expectations~~and ~~from~~probable ~~our~~reserves ~~ongoing sponsored research~~ and ~~development~~resources. ~~activities~~In ~~(d)~~estimating ~~anticipated~~future ~~trends~~cash ~~in the technology industry~~flows, ~~(e)~~assets ~~our~~are ~~future~~grouped ~~financing~~at ~~plans~~the ~~and~~lowest ~~(f)~~level ~~our anticipated needs~~ for ~~working~~which ~~capital.~~there ~~This~~is ~~information~~identifiable ~~may~~future ~~involve~~cash ~~known~~flows ~~and unknown risks, uncertainties, and other factors~~ that ~~may~~are ~~cause~~largely ~~our~~independent ~~actual~~of ~~results,~~cash ~~performance,~~flows ~~or achievements to be materially different~~ from ~~the~~other ~~future~~asset ~~results, performance, or achievements expressed or implied by any forward-looking statements~~groups. ~~These statements may be found under “MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS” and “DESCRIPTIONS OF OUR BUSINESS AND PROPERTY~~Generally,” ~~as well as~~ in ~~this~~estimating ~~Form~~future ~~10-K~~cash ~~generally.~~flows, ~~Actual~~all ~~events~~assets orare ~~results~~grouped ~~may~~at ~~differ materially from those discussed in forward-looking statements as~~ a ~~result~~particular ofproperty ~~various~~for ~~factors,~~which ~~including,~~identifiable ~~without~~cash ~~limitation,~~flows ~~the risks outlined under “RISK FACTORS” and matters described in this form 10-K generally~~exist. InBuildings ~~light of these risks~~ and ~~uncertainties,~~equipment ~~there~~utilized ~~can~~directly ~~be no assurance that the forward-looking statements contained~~ in ~~this~~commercial ~~filing~~mining ~~will~~activities inare ~~fact~~depreciated, ~~occur.~~following ~~In addition to~~ the ~~information~~commencement ~~expressly~~of ~~required~~commercial ~~to be included in this filing~~production, weover ~~will~~their ~~provide~~expected ~~such~~economic ~~further~~lives ~~material~~using ~~information,~~either ~~if any, as may be necessary to make~~ the ~~required~~unit-of-production ~~statements,~~method inor ~~light of~~ the ~~circumstances~~straight-line ~~under which they are made, not misleading~~method.

~~Although~~We ~~forward-looking~~account ~~statements~~for inits ~~this~~mineral ~~report~~properties ~~reflect~~on ~~the~~a ~~good~~cost ~~faith~~basis ~~judgment~~whereby ofall ~~our~~direct ~~management~~costs, ~~forward-looking~~net ~~statements~~of ~~are~~pre-production ~~inherently~~revenue, ~~subject~~relative to ~~known~~the ~~and~~acquisition ~~unknown~~of ~~risks,~~the ~~business,~~properties ~~economic~~are ~~and~~capitalized. ~~other~~All ~~risks~~sales and ~~uncertainties~~option ~~that~~proceeds ~~may~~received ~~cause actual results to be materially different from those discussed in these forward-looking statements. Readers~~ are ~~urged~~first ~~not~~credited toagainst ~~place~~the ~~undue~~costs ~~reliance on these forward-looking statements, which speak only as~~ of the ~~date~~related ofproperty, ~~this~~with ~~report. We assume no obligation to update~~ any ~~forward-looking~~excess ~~statements~~credited ~~in order~~ to ~~reflect~~earnings. ~~any~~Once ~~event~~commercial orproduction ~~circumstance~~has ~~that~~commenced, ~~may arise after~~ the ~~date~~net costs of ~~this~~the ~~report,~~applicable ~~other~~property ~~than~~will ~~as may~~ be ~~required~~charged ~~by applicable law or regulation. Readers are urged~~ to ~~carefully~~operations ~~review~~using ~~and consider~~ the ~~various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties~~ unit-of-production ~~the~~method ~~risks~~based ~~and~~on ~~factors~~estimated ~~that~~proven ~~may affect our business, financial condition, results of operation~~ and ~~cash~~probable ~~flows.~~recoverable ~~If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected~~reserves. WeThe ~~will~~net ~~have~~costs ~~little~~related ~~likelihood~~to ofabandoned ~~long-term~~properties ~~success unless we~~ are ~~able~~charged to ~~continue to raise capital from the sale of our securities until, if ever, we generate positive cash flow from~~ operations.

Exploration costs are charged to operations as incurred until such time that proven reserves are delineated. From that time forward, we will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2010 and 2009, we did not have proven reserves. Exploration activities conducted jointly with others are reflected at our proportionate interest in such activities.

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

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

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

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

Related Party Transactions

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

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

Index

Other than as disclosed below, during the years ended December 31, 2010 and 2009, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

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

During the fiscal year 2010, consulting fees of $30,000 (2009 – $180,000) were paid to our directors and $41,624 of expenses incurred in 2008 and 2009 were reversed. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

CURRRENT OUTLOOK

General Economic Conditions

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

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

Capital and Exploration Expenditures

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

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

Plans for the Next Twelve Months

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. ~~The~~ ~~Company’s~~Our actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the audited financial statements and notes thereto and the Plan of Operation included in this Annual Report on Form 10-K for the fiscal year ended December 31, ~~2009~~2010.

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

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

Index

On December 31, 2009, the Company entered into an Equity Purchase Agreement with Copperbelt AG, a Swiss corporation, for the sale of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG for $1,500,000 and other consideration, the value of which has not been determined as of yet. The purchase price will be paid at the time of closing. The transaction is subject to the approval of the Company’s shareholders.30

We will concentrate our exploration activities on the Mexican property and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in Mexico and other South American countries. Additional employees will be hired on a consulting basis as required by the exploration properties.

(D) Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in note 2 of our December 31, 2009 Consolidated Financial Statements. Our accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.

Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method. Equipment is recorded at cost. Depreciation is provided over the following useful lives: vehicles 10 years and machinery and equipment and other fixed assets, 2 to 10 years.

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

Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

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

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

Index

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

Other than as disclosed below, during the years ended December 31, 2009 and 2008, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

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

During the fiscal year 2009, consulting fees of $180,000 (2008 – $242,013) were paid to directors of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Due to related party, as at December 31, 2009 and 2008 represents amounts due to directors of the Company for consulting fees and/or various expenses incurred on behalf of the Company. All amounts owing to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

(F) Off-balance Sheet Arrangements and Contractual Obligations

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

Index

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

~~Not~~Our ~~applicable~~exposure to market risk is confined to cash equivalents and short-term investments. We invests in high-quality financial instruments, primarily money market funds with the effective duration of the portfolio within one year which management believes is subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the short-term nature of our investments, we do not believe there is a material exposure to interest rate risk arising from the investments.

Item 8.

Consolidated Financial Statements and Supplementary Data

~~Our~~The audited consolidated financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following audited consolidated financial statements are filed as part of this annual report:

~~The~~· ~~following~~Report ~~audited~~of ~~financial~~Independent ~~statements~~Registered ~~are~~Public ~~filed~~Accounting asFirm, ~~part~~dated ofNovember ~~this~~13, ~~annual report:~~2012;

~~Report~~· ofConsolidated ~~Independent~~Balance ~~Registered~~Sheets ~~Public~~as ~~Accounting~~of ~~Firm,~~December ~~dated September 17~~31, 2010 and 2009;

· Consolidated ~~Balance~~Statements ~~Sheets~~of asOperations offrom January 13, 1989 (inception) to December 31, ~~2009~~2010 and ~~2008~~for the years ended December 31, 2010 and 2009;

· Consolidated Statements of ~~Operations~~Stockholders’ ~~from~~Equity ~~January~~(Deficiency) ~~13,~~and ~~1989~~Comprehensive Income (~~commencement~~loss) offor ~~operations)~~period tofrom ~~December~~January 3113, ~~2009~~1989 ~~and~~(inception) ~~for~~to ~~the years ended~~ December 31, ~~2009 and 2008~~2010;

· Consolidated Statements of ~~Stockholders’~~Cash ~~Equity~~Flows ~~(Deficiency) and Comprehensive Income (Loss)~~ for period from January 13, 1989 (~~commencement of operations~~inception) to December 31, 2010 and for the years ended December 31, 2010 and 2009; and

~~Consolidated~~· ~~Statements~~Notes ~~of Cash Flows for period from January 13, 1989 (commencement of operations)~~ to ~~December 31, 2009 and for~~ the ~~years~~Consolidated ~~ended~~Financial ~~December 31, 2009 and 2008~~Statements.

~~Notes to the Consolidated Financial Statements~~31

Index

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, ~~2009~~2010 and ~~2008~~2009

Index
Report of Independent Registered Public Accounting Firm	F-2
Consolidated Balance Sheets	F-3
Consolidated Statements of Operations	F-4
Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)	F-5
Consolidated Statements of Cash Flows	F-9
Notes to Consolidated Financial Statements	F-10

F-1

Index

~~Peterson~~Report ~~Sullivan~~of ~~llp~~Independent Registered Public Accounting Firm

CERTIFIED PUBLIC ACCOUNTANTS	Tel 206.382.7777 Ÿ Fax 206.382.7700
601 UNION STREET, SUITE 2300	www.pscpa.com
SEATTLE, WASHINGTON 98101

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

F 1

Index

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Cigma Metals Corporation

We have audited the accompanying consolidated balance sheets of Cigma Metals Corporation (an exploration stage company) ("the Company") as of December 31, ~~2009~~2010 and ~~2008~~2009, and the related consolidated statements of operations, stockholders' equity (deficiency) and comprehensive income (loss), and cash flows for the years then ended and for the period from January 13, 1989 (date of inception) through December 31, ~~2009~~2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cigma Metals Corporation (an exploration stage company) as of December 31, ~~2009~~2010 and ~~2008~~2009, and the results of its operations and its cash flows for the years then ended and for the period from January 13, 1989 (date of inception) to December 31, ~~2009~~2010, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenue and has experienced recurring losses from operations since inception, and has anegative ~~working~~cash ~~capital~~flows ~~deficit~~for operations for the year ended December 31, 2010. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington

~~September~~November 1713, ~~2010~~2012

F- 2

Index

CIGMA METALS CORPORATION
(An exploration stage enterprise)
Consolidated Balance Sheets
December 31, 2009 and December 31, 2008
(Expressed in U.S. Dollars)	December 31			December 31
	2009			2008
ASSETS
Current
Cash	$	52,609		$	29,247
Available-for-sale securities		224,846			48,852
Prepaid expenses and other assets		40,109			74,198
Total current assets		317,564			152,297
Equipment, net		90,752			135,744
Mineral properties		1,500,000			2,509,597
Total assets	$	1,908,316		$	2,797,638
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	828,800		$	1,232,987
Accounts payable - related party		203,526			71,250
Deposit		450,000			-
Total current liabilities		1,482,326			1,304,237
Long-term debt		942,293			772,642
Total liabilities		2,424,619			2,076,879
Stockholders' Equity
Common stock
Authorized
100,000,000 common shares, par value $0.0001
Issued and outstanding:
53,500,000 (2008 - 48,100,000) common shares		5,350			4,810
Additional paid in capital		10,743,095			9,723,477
Common stock to be issued
(2008 - 1,583,334 common shares)		-			158
Accumulated deficit during the development stage		(11,137,482	)		(8,901,588	)
Accumulated other comprehensive income (loss)		(127,266	)		(106,098	)
Stockholders' equity		(516,303	)		720,759
Total liabilities and stockholders' equity	$	1,908,316		$	2,797,638

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Balance Sheets

December 31, 2010 and December 31, 2009

(Expressed in U.S. Dollars)

	December 31			December 31
	2010			2009

ASSETS
Current
Cash	$	223,334		$	52,609
Notes receivable		169,901			-
Available-for-sale securities		117,935			224,846
Prepaid expenses and other assets		3,600			40,109
Total current assets		514,770			317,564

Equipment, net		-			90,752
Mineral properties		500,000			1,500,000
Total assets	$	1,014,770		$	1,908,316

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	15,954		$	828,800
Accounts payable - related party		134,788			203,526
Deposit		-			450,000
Total current liabilities		150,742			1,482,326

Long-term debt		-			942,293
Total liabilities		150,742			2,424,619

Stockholders' Equity
Common stock
Authorized
100,000,000 common shares, par value $0.0001
Issued and outstanding:
54,500,000 (2009 - 53,500,000) common shares		5,450			5,350
Additional paid in capital		11,092,994			10,743,095
Accumulated deficit during the development stage		(10,219,833	)		(11,137,482	)
Accumulated other comprehensive income (loss)		(14,583	)		(127,266	)
Stockholders' equity		864,028			(516,303	)

Total liabilities and stockholders' equity	$	1,014,770		$	1,908,316

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

F- 3

Index

CIGMA METALS CORPORATION
(An exploration stage enterprise)
Consolidated Statements of Operations
(Expressed in U.S. Dollars)	Cumulative
(Unaudited)	January 13			Year			Year
	1989 (inception) to			Ended			Ended
	December 31			December 31			December 31
	2009			2009			2008
Expenses
Administrative and general	$	877,073		$	174,140		$	150,043
Exploration costs
- Haldey Gold Project - partnership		796,261			-			-
- Haldey Gold Project - other		185,126			-			-
- Tugojakovsk Project		453,821			-			-
- Kazakhstan		4,977,672			623,794			2,941,613
Impairment of mineral properties		1,009,597			1,009,597			-
Interest, bank charges and foreign currency exchange (gains) losses		102,263			74,503			6,634
Professional fees		711,574			87,560			58,086
Property investigation costs		119,717			-			-
Management and consulting fees		1,922,088			266,300			319,369
Loss before other income (loss)		11,155,192			2,235,894			3,475,745
Other income (loss)
Write-down of available-for-sale securities		(148,180	)		-			-
Write-down of investment in partnership interest		(190,601	)		-			-
Gain (loss) on sale of assets		(12,342	)		-			(12,342	)
Interest income		238,094			-			5,437
Total other income (loss)		(113,029	)		-			(6,905	)
Net loss before non-controlling interest		(11,268,221	)		(2,235,894	)		(3,482,650	)
Non-controlling interest		130,739			-			-
Net income (loss) for the period	$	(11,137,482	)	$	(2,235,894	)	$	(3,482,650	)
Basic and diluted loss per share				$	(0.04	)	$	(0.08	)
Weighted average number of common shares outstanding					51,247,527			43,623,288

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Statements of Operations

(Expressed in U.S. Dollars)	Cumulative
	January 13			Year		Year
	1989 (inception)			Ended		Ended
	December 31			December 31		December 31
	2010			2010		2009

Expenses
Administrative and general	$	901,440		$	24,367	$	174,140
Exploration costs
- HaldeyGold Project - partnership		796,261			-		-
- HaldeyGold Project - other		185,126			-		-
- Tugojakovsk Project		453,821			-		-
- Kazakhstan		5,077,672			100,000		623,794
Exploration costs recovered
- Kazakhstan		-			-		-
Impairment of mineral properties		1,009,597			-		1,009,597
Interest, bank charges and foreign currency exchange (gains) losses		112,792			10,529		74,503
Professional fees		807,007			95,433		87,560
Property investigation costs		119,717			-		-
Management and consulting fees		2,042,569			120,481		266,300
Loss before other items		11,506,002			350,810		2,235,894

Other income (loss)
Writedown of available-for-sale securities		(148,180	)		-		-
Writedown of investment in partnership interest		(190,601	)		-		-
Gain (loss) on sale of property and equipment		(12,342	)		-		-
Gain (loss) on sale of available-for-sale securities		289,967			289,967		-
Gain (loss) on disposition of subsidiary		958,591			958,591		-
Interest income		257,995			19,901		-
Total other income (loss)		1,155,430			1,268,459		-
Net income (loss) before non-controlling interest		(10,350,572	)		917,649		(2,235,894	)
Non-controlling interest		130,739			-		-
Net income (loss) for the period	$	(10,219,833	)	$	917,649	$	(2,235,894	)

Basic and diluted income (loss) per share				$	0.02	$	(0.04	)
Weighted average number of common shares outstanding					53,752,747		51,247,527

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

F- 4

Index

CIGMA METALS CORPORATION & SUBSIDIARIES

(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and

Comprehensive Income (Loss)

January 13, 1989 (inception) to December 31, ~~2009~~2010

													Accumulated			Accumulated		Total
					Additional			Compre-			Common		(deficit) during			other		stockholders'
	Common stock				paid-in			hensive			Stock		hensive			comprehensive		equity
	Shares		Amount		capital			(loss)			to be issued		stage			income (loss)		(deficiency)
Issuance of common stock for
- for services on August 2, 1989		2,000,000	$	200	$	800			-		$	-	$	-		$	-	$	-
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(1,000	)		-		(1,000	)		-		(1,000	)
Total comprehensive (loss)								$	(1,000	)
Balance, December 31, 1991 to 1997		2,000,000		200		800						-		(1,000	)		-		(1,000	)
Issuance of common stock for
- for mineral property rights on April 2, 1998		12,000,000		1,200		(600	)					-		-			-		600
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(600	)		-		(600	)		-		(600	)
Total comprehensive (loss)								$	(600	)
Balance, December 31, 1998		14,000,000		1,400		200						-		(1,600	)		-		-
Issuance of common stock for
- cash on March 31, 1999		14,000,000		1,400		698,600						-		-			-		700,000
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(141,392	)		-		(141,392	)		-		(141,392	)
Total comprehensive (loss)								$	(141,392	)

(Expressed in U.S. Dollars)

F-5

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

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

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

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

F 5

Index

Balance, December 31, 1999	28,000,000	2,800	698,800					-		(142,992	)	-		558,608
Balance, December 31, 2000	28,000,000	2,800	698,800		-					(354,174	)	(77,734	)	269,692
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		~~(211,182~~-	)		-(25,510	)	(~~211~~25,~~182~~510	)	-		(~~211~~25,~~182~~510	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-		~~(77,734~~-	)		-(17,803	)	-		(7717,~~734~~803	)	(7717,~~734~~803	)
Total comprehensive (loss)				$	~~(288,916~~	)	$	(43,313	)
Balance, December 31, 2000	28,000,000	2,800	698,800					-		(354,174	)	(77,734	)	269,692
Balance, December 31, 2001	28,000,000	2,800	698,800		-					(379,684	)	(95,537	)	226,379
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		~~(25,510~~-	)		-(20,943	)	(2520,~~510~~943	)	-		(2520,~~510~~943	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-		~~(17,803~~-	)		-48,407		-		~~(17~~48,~~803~~407	)	~~(17~~48,~~803~~407	)
Total comprehensive (loss)				$	~~(43,313~~	)	$	27,464
Balance, December 31, 2001	28,000,000	2,800	698,800					-		(379,684	)	(95,537	)	226,379
Balance, December 31, 2002	28,000,000	2,800	698,800		-					(400,627	)	(47,130	)	253,843
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		~~(20,943~~-	)		-(17,631	)	(2017,~~943~~631	)	-		(2017,~~943~~631	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-		~~48,407~~-			-(3,723	)	-		48(3,~~407~~723	)	48(3,~~407~~723	)
Total comprehensive (loss)				$	~~27,464~~		$	(21,354	)
Balance, December 31, 2002	28,000,000	2,800	698,800					-		(400,627	)	(47,130	)	253,843
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(17,631	)		-		(17,631	)	-		(17,631	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-		(3,723	)		-		-		(3,723	)	(3,723	)
Total comprehensive (loss)				$	(21,354	)
Balance, December 31, 2003	28,000,000	2,800	698,800							(418,258	)	(50,853	)	232,489
Cash advanced on stock subscriptions	-	-	-		1,000,000			~~1,000,000~~		-		-		1,000,000
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		~~(657,031~~-	)		-(657,031	)	(657,031	)	-		(657,031	)
- Unrealized gains (losses) on available-for-sale securities	-	-	-		~~(31,020~~-	)		-(31,020	)	-		(31,020	)	(31,020	)
Total comprehensive (loss)				$	~~(688,051~~	)	$	(688,051	)
Balance, December 31, 2004	28,000,000	2,800	698,800		1,000,000					(1,075,289	)	(81,873	)	544,438
Issuance of common stock for
- cash on May 20, 2005	2,000,000	200	999,800		(1,000,000	)				-		-		-
- cash on December 13, 2005	700,000	70	349,930		-					-		-		350,000
Cash advanced on stock subscriptions	-	-	-		300,000					-		-		300,000
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		-			(888,224	)	(888,224	)	-		(888,224	)
- Recongnition of other than temporary decline in market value of available-foe-sale securities	-	-	-		-			81,873		-		81,873		81,873

F- 6

Index

Balance, December 31, 2004	28,000,000		2,800		698,800						1,000,000		(1,075,289	)	(81,873	)	544,438
Total comprehensive (loss)										$	(806,351	)
Balance, December 31, 2005	30,700,000		3,070		2,048,530			300,000					(1,963,513	)	-		388,087
Issuance of common stock for
- cash on May 20, 2005	2,000,000		200		999,800						(1,000,000	)	-		-		-
- cash on March 30, 2006	800,000		80		299,920			(300,000	)				-		-		-
- cash on December 13, 2005	700,000		70		349,930						-		-		-		350,000
- cash on May 12, 2006	6,540,000		654		3,269,346			-					-		-		3,270,000
Cash advanced on stock subscriptions	-		-		-						300,000		-		-		300,000
- cash on May 26, 2006	1,460,000		146		729,854			-					-		-		730,000
Grant of options to employees and directors	-		-		366,844			-					-		-		366,844
Components of comprehensive income (loss)
- Net (loss) for the year	-		-		-			~~(888,224~~-	)		-(1,545,617	)	(~~888~~1,~~224~~545,617	)	-		(~~888~~1,~~224~~545,617	)
- Recongnition of other than temporary decline in market value of available-for-sale securities	-		-		-			81,873			-		-		81,873		81,873
- Unrealized gains (losses) on available-for-sale securities	-		-		-			-			(15,488	)	-		(15,488	)	(15,488	)
Total comprehensive (loss)							$	~~(806,351~~	)	$	(1,561,105	)
Balance, December 31, 2005	30,700,000		3,070		2,048,530						300,000		(1,963,513	)	-		388,087
Balance, December 31, 2006	39,500,000		3,950		6,714,494			-					(3,509,130	)	(15,488	)	3,193,826
Issuance of common stock for
- cash on March 30, 2006	800,000		80		299,920						(300,000	)	-		-		-
- finders fee in March/April 2007	200,000		20		136,980			-					-		-		137,000
- cash on May 12, 2006	6,540,000		654		3,269,346						-		-		-		3,270,000
- finders fee in June 2007	200,000		20		95,980			-					-		-		96,000
- cash on May 26, 2006	1,460,000		146		729,854						-		-		-		730,000
- cancel finders fee in March/April 2007	(200,000	)	(20	)	(136,980	)		-					-		-		(137,000	)
Grant of options to employees and directors	-		-		366,844						-		-		-		366,844
Components of comprehensive income (loss)
- Net (loss) for the year	-		-		-			(1,545,617	)		-		(1,545,617	)	-		(1,545,617	)
- Net (loss) for the period	-		-		-			-			(1,909,808	)	(1,909,808	)	-		(1,909,808	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-			(15,488	)		-		-		(15,488	)	(15,488	)
- Cumulative translation adjustment	-		-		-			-			8,101		-		8,101		8,101
Total comprehensive (loss)							$	(1,561,105	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-			-			(73,864	)	-		(73,864	)	(73,864	)
Balance, December 31, 2006	39,500,000		3,950		6,714,494						-		(3,509,130	)	(15,488	)	3,193,826
Total comprehensive (loss)										$	(1,975,571	)
Balance, December 31, 2007	39,700,000		3,970		6,810,475			-					(5,418,938	)	(81,251	)	1,314,256
Issuance of common stock for
- finders fee in June 2007	200,000		20		95,980						-		-		-		96,000
- shares to be issued	-		-		449,842			158					-		-		450,000
- finders fee in January 2008	300,000		30		113,970			-					-		-		114,000
- cash in June 2008	6,500,000		650		1,949,350			-					-		-		1,950,000
- cash in October 2008	1,600,000		160		399,840			-					-		-		400,000
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-			~~(1,909,808~~-	)		-(3,482,650	)	(13,~~909~~482,~~808~~650	)	-		(13,~~909~~482,~~808~~650	)
- Cumulative translation adjustment	-		-		-			~~8,101~~-			-18,746		-		818,~~101~~746		818,~~101~~746
- Unrealized gains (losses) on available-for-sale securities	-		-		-			(73,864	)		-		-		(73,864	)	(73,864	)

F- 7

Index

Total comprehensive (loss)							$	(1,975,571	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-			-			(43,593	)		-			(43,593	)		(43,593	)
Balance, December 31, 2007	39,700,000		3,970		6,810,474						-			(5,418,938	)		(81,251	)		1,314,255
Total comprehensive (loss)										$	(3,507,497	)
Balance, December 31, 2008	48,100,000		4,810		9,723,477			158						(8,901,588	)		(106,098	)		720,759
Issuance of common stock for
- shares to be issued	-		-		-(449,842	)		(158	)		~~450,000~~			-			-			(450,000	)
- finders fee in January 2008	300,000		30		113,970						-			-			-			114,000
- cash in February 2009	500,000		50		99,950															100,000
- cash in June 2008	6,500,000		650		1,949,351						-			-			-			1,950,001
- cash in March 2009	1,000,000		100		199,900			-												200,000
- cash in October 2008	1,600,000		160		399,840						-			-			-			400,000
- cash in July 2009	3,900,000		390		1,169,610			-												1,170,000
- cash in																				-
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-			~~(3,482,650~~	)		-(2,235,894	)		(32,~~482~~235,~~650~~894	)		-			(32,~~482~~235,~~650~~894	)
- Cumulative translation adjustment	-		-		-			~~18,746~~			-(197,162	)		-			18(197,~~746~~162	)		18(197,~~746~~162	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-			~~(43,593~~	)		-175,994			-			~~(43~~175,~~593~~994	)		~~(43~~175,~~593~~994	)
Total comprehensive (loss)							$	(3,507,497	)
										$	(2,257,062	)
Balance, December 31, 2008	48,100,000		4,810		9,273,635						450,000			(8,901,588	)		(106,098	)		720,759
Balance, December 31, 2009	53,500,000		5,350		10,743,095			-						(11,137,482	)		(127,266	)		(516,303	)
Issuance of common stock for
- shares to be issued	-		-		-						(450,000	)		-			-			(450,000	)
- for mineral property rights on March 31, 2010	1,000,000		100		349,899			-												349,999
- cash in February 2009	500,000		50		99,950						-			-			-			100,000
- cash in March 2009	1,000,000		100		199,900						-			-			-			200,000
- cash in July 2009	3,900,000		390		1,169,610						-			-			-			1,170,000
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-			(2,235,894	)		-			(2,235,894	)		-			(2,235,894	)
- Net income for the period											917,649			917,649						917,649
- Cumulative translation adjustment	-		-		-			~~(197,162~~	)		-170,315			-			~~(197~~170,~~162~~315	)		~~(197~~170,~~162~~315	)
- Unrealized gains (losses) on available-for-sale securities	-		-		-			175,994			-			-			175,994			175,994
- Unrealized gains (losses) on available-for-sale securities net of reclassification adjustment (note 3)											(57,632	)					(57,632	)		(57,632	)
							$	~~(2,257,062~~	)	$	1,030,332
Balance, December 31, 2009	53,500,000	$	5,350	$	10,743,095					$	-		$	(11,137,482	)	$	(127,266	)	$	(516,303	)
Balance, December 31, 2010	54,500,000	$	5,450	$	11,092,994		$	-					$	(10,219,833	)	$	(14,583	)	$	864,028

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

F- 8

Index

CIGMA METALS CORPORATION	Cumulative
(An exploration stage enterprise)	~~Cumulative~~January 13			Year			Year
Consolidated Statements of Cash Flows	~~January~~1989 13(inception)			~~Year~~Ended			~~Year~~Ended
(Expressed in U.S. Dollars)	~~1989~~to ~~(inception)~~December 31,			~~Ended~~December 31			~~Ended~~December 31
	to December 31,			December 31			December 31
	2010			2010			2009
	2009			2009			2008
Cash flows used in operating activities
Net loss for the period	$	(11,137,482	)	$	(2,235,894	)	$	(3,482,650	)
Net income (loss) for the period	$	(10,219,833	)	$	917,649		$	(2,235,894	)
Adjustments to reconcile net loss to net cash used in operating activities
Adjustments to reconcile net income (loss) to net cash used in operating activities
- depreciation		51,626			~~20,909~~-			1920,~~707~~909
- stock compensation expense on stock option grants		366,844			-			-
- accrued interest on notes receivable		(19,901	)		(19,901	)		-
- issuance of common stock for mineral property rights		600			-			-
- expenses satisfied with issuance of common stock		211,000			-			~~114,000~~-
- partnership exploration costs		1,125,711			-			-
- writedown of investment in partnership interest		190,601			-			-
- writedown of available for sale securities		148,180			-			-
- impairment of mineral properties		1,009,597			1,009,597			-
- realized gain on sale of available-for-sale investments		(289,967	)		(289,967	)		-
- minority interest in income (loss) of subsidiary		(130,739	)		-			-
- gain on disposition of subsidiary		(958,591	)		(958,591	)		-
- realized loss on sale of equipment		12,342			-			12,342
- impairment of mineral properties		1,009,597			-			1,009,597
Changes in working capital assets and liabilities
- minority interest in income (loss) of subsidiary		(130,739	)
- decrease (increase) in prepaid expenses and other assets		(56,403	)		18,361			(23,484	)
- realized loss on sale of equipment		12,342			-			-
- increase (decrease) in accounts payables and accrued liabilities		1,070,788			(160,866	)		173,036
Changes in working capital assets and liabilities, net of disposal of subsidiary
- increase (decrease) in accounts payables related party		203,526			132,276			71,250
- decrease (increase) in trade and other receivables		(11,180	)		-			15,583
- increase (decrease) in deposits		450,000			450,000			-
- decrease (increase) in prepaid expenses and other assets		(28,089	)		840			18,506
Net cash used in operating activities		(6,483,809	)		(765,617	)		(3,115,799	)
- increase (decrease) in accounts payables and accrued liabilities		251,733			(802,761	)		(176,594	)
Cash flows used in investing activities
- increase (decrease) in accounts payables related party		134,788			(68,738	)		132,276
- purchase equipment		(217,093	)		(660	)		(89,714	)
- increase (decrease) in deposit		-			(450,000	)		450,000
- proceeds from sale of equipment		35,717			-			35,717
Net cash used in operating activities		(8,155,278	)		(1,671,469	)		(765,617	)
Cash provided by (used in) investing activities
- collections on notes receivable		200,000			200,000			-
- purchase equipment		(217,093	)		-			(660	)
- proceeds from sale of equipment		35,717			-			-
- proceeds from disposition of subsidiary, net of cash disbursed		1,452,949			1,452,949			-
- investment in available-for-sale securities		(329,977	)		-			-
- proceeds from disposition of marketable securities		339,245			339,245			-
- investment in partnership interest		(1,316,312	)		-			-
- acquisition of mineral property costs		(2,~~400~~550,000	)		-(150,000	)		~~(400,000~~-	)
Net cash used in investing activities		(4,227,665	)		(660	)		(453,997	)
Net cash provided by (used in) investing activities		(2,385,471	)		1,842,194			(660	)
Cash flows from financing activities
- issuance of common stock		10,170,001			~~1,020,000~~-			21,~~800~~020,~~001~~000
- loan proceeds		1,160,255			-			-
- loan payments		(633,~~394~~396	)		~~(231,174~~-	)		(~~402~~231,~~220~~176	)
Net cash provided by financing activities		10,696,860			~~788,824~~-			2788,~~397,781~~824
Effect of exchange rate changes on cash and cash equivalents		67,223			~~815~~-			~~52,560~~815
Increase in cash and cash equivalents		52223,~~609~~334			23170,~~362~~725			(123,~~119,455~~362	)
Cash and cash equivalents, beginning of period		-			2952,~~247~~609			129,~~148,702~~247
Cash and cash equivalents, end of period	$	52223,~~609~~334		$	52223,~~609~~334		$	2952,~~247~~609
Supplement Disclosures of Cash Information:
Interest paid (net of amounts capitalized)				$	1,226		$	68,825
Income taxes paid				$	-		$	-

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

F- 9

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Nature of Business and Going Concern

Cigma Metals Corporation ("the Company") was formed on January 13, 1989 under the laws of the State of Florida as Cigma Ventures Corporation. On April 17, 1999 the Company changed its name to Cigma Metals Corporation. The Company is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s current focus is on the exploration and development of its ~~Maykubinsk exploration and mining license located in the Pavlodar Oblast Region in Kazakhstan and the two~~ mineral ~~exploration~~concessions ~~licenses located~~ in ~~Tomsk Oblast Region of the Russian Federation (see Note 4)~~Mexico. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $~~765~~1,~~617~~671,469 from operating activities in ~~2009~~2010. The Company requires additional funds to meet its obligations and maintain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

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

Significant Accounting Policies

(a)

Principles of Accounting

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

These consolidated financial statements have been prepared in accordance with ~~accounting~~GAAP ~~principles generally accepted in the United States of America~~ and include the accounts of the Company and its ~~wholly-~~100% owned subsidiaries, ~~Cigma Metals BVI Limited ("Cigma BVI"), Dostyk LLP and~~ Exploraciones Cigma S.A. de C.V. (“~~Cigma~~Exploraciones ~~Mexico~~Cigma”) ~~which~~and ~~was~~Cigma ~~incorporated~~Metals in(BVI) ~~Mexico~~Limited in(“Cigma ~~April~~BVI”), ~~2010~~collectively, .they ~~During~~are ~~the~~referred ~~year~~to ~~ended~~herein ~~December~~as ~~31, 2007,~~ “the Company”. ~~acquired~~In aJanuary ~~51% interest in Dostyk on February 15~~2010, ~~2007, an additional 20% interest during~~ the ~~period~~Company ~~ended~~sold ~~June~~its ~~30, 2007 and an additional 19~~100% ~~during~~interest ~~the~~in ~~period~~its ~~ended~~Kazakhstan ~~September~~subsidiary ~~30,~~(“Dostyk ~~2007.~~LLP”) ~~During~~to ~~the~~Copperbelt ~~year ended December 31~~AG, ~~2008,~~an ~~the~~unrelated ~~Company~~third ~~acquired the final 10%~~party. ~~Collectively, they are referred to herein as "the Company".~~ Significant inter-company accounts and transactions have been eliminated. ~~Cigma BVI is inactive.~~

F-10

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

2. Significant Accounting Policies (continued)

(b)

Accounting Estimates

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

~~(c)~~F ~~Cash Equivalents~~10

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents at December 31, 2009 and 2008. In 2009 $68,825 (2008 - $0) was paid for interest and no amounts were paid for income taxes in 2009 or 2008.

(d) Marketable securities

The Company’s available-for-sale securities consist of shares of common stock of three publicly traded companies at December 31, 2009 and 2008, and are stated at fair value. The cost of these securities is $181,797, at December 31, 2009 (2008 - $181,797) and the net unrealized holding gain of $43,049 at December 31, 2009 (2008 loss – $132,945) is included in accumulated other comprehensive income (loss) at December 31, 2009. If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. All unrealized holding gains at December 31, 2009 are on securities that have a fair market value of $224,846 at December 31, 2009. Cost is based on the specific identification method for the individual securities to determine realized gains or losses.

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. The following table presents information about the Company’s financial assets that have been measured at fair value as of December 31, 2009 and 2008, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value.

Description	Fair Value at December 31, 2009		Quoted Prices in Active Markets (Level 1)
Assets:
Cash	$	52,609	$	52,609
Available-for-sale securities		224,846		224,846
Assets measured at fair value at December 31, 2009	$	277,455	$	277,455

F-11

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

Significant Accounting Policies (continued)

(dc) ~~Marketable~~Cash ~~securities (continued)~~Equivalents

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

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents at December 31, 2010 and 2009. No amounts were paid for income taxes in 2010 or 2009.

(ed) ~~Equipment~~Note receivable

~~Depreciation~~The asset is ~~based~~a onnon-derivative financial asset resulting from the ~~estimated~~December ~~useful~~2009 ~~lives~~sale of the ~~assets~~Company’s 100% interest in its Kazakhstan subsidiary (“Dostyk LLP”) to Copperbelt AG and is ~~computed~~stated ~~using~~at ~~the~~fair ~~straight-line~~value. ~~method~~The $150,000 note bears interest at 8. ~~Equipment~~0%, due on demand and is ~~recorded~~unsecured. The note along with the accrued interest was converted into 272,989 common shares of Copperbelt AG in August 2011 at ~~cost~~$0. ~~Depreciation~~65 per share. At each reporting date, the Company assesses whether there is ~~provided~~any ~~over~~objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired, if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the ~~following~~initial ~~useful~~recognition ~~lives:~~of the asset and that event has an impact on the estimated future cash flows of the financial asset.

~~Vehicles~~(e) 10Marketable ~~years~~securities

~~Office~~Non-derivative ~~equipment~~financial assets that do not meet the definition of loans and receivables are classified as available-for-sale and comprise principally the Company’s strategic investments in entities not qualifying as subsidiaries or associates. The Company’s available-for-sale securities consist of shares of common stock of three publicly traded companies at December 31, ~~furniture~~2010 and ~~fixtures~~2009, 2respectively, and are stated at fair value. Any unrealized holding gains or losses in these securities are included in the determination of accumulated other comprehensive income (loss). If a loss in value in the available-for-sale securities is considered to 5be ~~years~~other than temporary, it is recognized in the determination of net income. Cost is based on the specific identification method for the individual securities to determine realized gains or losses. If there is no quoted market price in an active market and the fair value cannot be readily determined, available-for-sale investments are carried at cost.

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

(f)

Mineral Properties and Exploration Expenses

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

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. ~~Exploration~~The ~~activities~~deferred ~~conducted~~costs ~~jointly~~will ~~with~~be ~~others~~amortized ~~are~~over ~~reflected~~the atrecoverable ~~the~~reserves ~~Company's~~when ~~proportionate~~a ~~interest~~property inreaches ~~such~~commercial ~~activities~~production. As at

~~The~~F Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As of December 31, 2009 and 2008, the Company did not have proven reserves.11

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

F-12

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

Significant Accounting Policies (continued)

(f)

Mineral Properties and Exploration Expenses (continued)

December 31, 2010 and 2009, the Company did not have proven reserves. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

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

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

(g) ~~Share~~Stock-~~Based~~based ~~Payment~~compensation

The Company accounts for share-based payments under the fair value method of accounting ~~for~~whereby stock-based compensation ~~consistent~~cost ~~with~~is ~~GAAP~~measured at the grant date based on the fair value of the common stock on the award date.

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

(h)

Interest Expense

Interest expense was approximately $681,~~825~~226 in ~~2009~~2010 (~~2008~~2009 - $068,825) respectively.

(i)

Foreign Currency Translations and Transactions

The Company' and Cigma Metals (BVI) Limited’s reporting currency is the U.S. Dollar. ~~Dostyk~~ ~~LLP~~Exploraciones Cigma S.A. de C.V. is a foreign operation and its functional currency is the ~~Kazakhstan~~Mexico ~~Tenge (Tenge)~~Peso. Certain contractual obligations in these consolidated financial statements are stated in ~~Kazakhstan~~the ~~Tenges~~Mexican Peso. The ~~Kazakhstan~~Mexican ~~Tenge~~Peso to U.S. dollar exchange rate at December 31, ~~2009~~2010 was U.S. $0.~~00682~~0807 to 1 ~~Tenge~~Peso.

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

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in interest, bank charges, and ~~foreign exchange loss in the consolidated statements of operations and were not material in 2009 or 2008 or in the cumulative period ending December 31, 2009.~~

~~(j)~~F ~~Concentration of Credit Risk~~12

The Company places its cash with high credit quality financial institutions in Canada. The Company did not have funds deposited in banks beyond the insured limits as of December 31, 2009 and 2008.

(k) Long-Lived Assets Impairment

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

F-13

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

Significant Accounting Policies (continued)

(ki) ~~Long-Lived~~Foreign ~~Assets~~Currency ~~Impairment~~Translations and Transactions (continued)

foreign exchange loss in the consolidated statements of operations and were not material in 2010 or 2009 or in the cumulative period ending December 31, 2010.

(j)

Concentration of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and the notes receivable. The Company places its cash with high credit quality financial institutions in Canada. The Company occasionally has cash deposits in excess of federally insured limits. The Company did not have funds deposited in banks beyond the insured limits as of December 31, 2010 and 2009. The Company has not experienced any losses related to these balances, and management believes its credit risk to be minimal. The note receivable relates to the sale in 2010 of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG. The Company believes the credit risk with respect to the note receivable to be minimal.

(k)

Long-Lived Assets Impairment

The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. During the year ended December 31, 2009, management determined that the mineral properties were impaired and capitalized costs of $1,009,597 were written off. See Note 4.

(l)

Comprehensive income

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

	Year Ended
Components of comprehensive income (loss)	December 31 2009			December 31 2008
Net income (loss) for the period	$	(2,235,894	)	$	(3,482,650	)
Foreign currency translation adjustments		(197,162	)		18,746
Unrealized gains/(losses) on available-for-sale securities		175,994			(43,593	)
Total comprehensive income (loss)	$	(2,257,062	)	$	(3,507,497	)

income comprises equity except those resulting from investments by owners and distributions to owners.

(m) Fair Value of Financial Instruments and Risks

	Year Ended

Components of comprehensive income (loss)	December 31 2010			December 31 2009
Net income (loss) for the period	$	917,649		$	(2,235,894	)
Foreign currency translation adjustments		170,315			(197,162	)
Unrealized gains/(losses) on available-for-sale securities		(57,632	)		175,994
Total comprehensive income (loss)	$	1,030,332		$	(2,257,062	)

~~Fair~~F value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments. As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision. Changes in assumptions can significantly affect estimated fair value.13

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

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

F-14

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

Significant Accounting Policies (continued)

(m)

Fair Value of Financial Instruments and Risks

The carrying value of cash, accounts payable and accrued expenses (including related parties) approximate their fair value because of the short-term nature of these instruments.

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

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

(n)

Income Taxes

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

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

Recognition criterion to a tax position is effective for fiscal years beginning after December 15, 2006. The adoption of this interpretation did not have a material impact on the Company’s results of operations or financial position. As such, the Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties. The Company’s tax returns are open to audit for the years ending December 31, 2006 to 2009.

(o)

Earnings (Loss) Per Share

Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted ~~loss~~income per common share is computed by dividing net ~~loss~~income by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities and is equivalent to basic income (loss) per share for ~~2009~~2010 and ~~2008~~2009 because ~~potentially~~there ~~dilutive securities~~ were ~~anti-dilutive due to the net losses incurred in each year. The Company has~~ no potentially dilutive securities outstanding ~~for~~at ~~2009~~December or31, ~~2008~~2010 and 2009.

~~(p)~~F ~~New Accounting Pronouncements~~14

The Company considers the effects of new accounting pronouncements on the accounting, presentation and disclosure of its consolidated financial statements as such pronouncements become known. At present, there are no such pronouncements that the Company expects will have a material impact on these consolidated financial statements.

F-15

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

3December ~~Available-for-sale~~31, ~~securities~~2010 and 2009

			Gross		Gross			Net Accumulated
			Unrealized		Unrealized			Unrecognized			Market
	Cost		Gains		(Losses)			Gains (Losses)			Value
December 31, 2007, equity securities	$	181,797	$	36,504	$	(125,856	)	$	(89,352	)	$	92,445
Change during the year		-		9,821		(53,414	)		(43,593	)		(43,593	)
December 31, 2008, equity securities		181,797		46,325		(179,270	)		(132,945	)		48,852
Change during the year		-		176,807		(813	)		175,994			175,994
December 31, 2009, equity securities	$	181,797	$	223,132	$	(180,083	)	$	43,049		$	224,846

Significant Accounting Policies (continued)

4.(p) ~~Mineral~~Fair ~~Properties~~Value ~~and Exploration Expenses~~Measurement

~~The~~Fair ~~Company,~~value ~~through~~is ~~its~~defined ~~wholly~~in ~~owned~~GAAP ~~subsidiary~~as ~~Dostyk~~the ~~LLP,~~price ~~holds~~that ~~the~~would ~~Maykubinsk~~be ~~exploration~~received ~~and~~to ~~mining~~sell ~~license~~an ~~located~~asset or paid to transfer a liability in an orderly transaction between market participants at the ~~Pavlodar~~measurement ~~Oblast~~date. ~~Region~~GAAP ofestablished ~~Kazakhstan~~a ~~and~~fair ~~holds~~value anhierarchy ~~interest~~that inprioritizes ~~two~~the ~~mineral~~inputs ~~exploration~~to ~~licenses~~valuation ~~located~~techniques used to measure fair value. As presented in the ~~Tomsk~~tables ~~Oblast Region~~below, this hierarchy consists of ~~the~~three ~~Russian~~broad ~~Federation.~~levels:

~~HaldeyGold~~Level ~~Project~~1: –Valuations ~~Russian~~consist ~~Federation~~of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;

OnLevel ~~August~~2: ~~30,~~Valuations ~~2004,~~rely ~~the~~on ~~Company~~quoted ~~signed~~prices ~~a Joint Activity Agreement with OOO Science Industrial Corporation Geosphera ("Geosphera"), a company registered~~ in ~~Russia,~~markets to form a partnership to explore the Haldeevskaya license located in the Tomsk district of the Tomsk region of the Russian Federation, 25 km east of the city of Tomsk. Geosphera will earn a 51% interest in the partnership by contributing the license for the Haldeevskaya area and the geological data. The license and the geological data have been valued at $52,000. The terms of the agreement provided that ~~the~~are ~~Company~~not ~~was~~active toor ~~earn~~observable ainputs ~~49%~~over ~~interest in~~ the ~~partnership~~full byterm ~~paying $50,000. However, the Company increased its interest in the partnership to 80% (Geosphera - 20%) by funding $350,000~~ of ~~exploration expenditures on~~ the ~~licensed~~asset ~~property~~or ~~in 2004. Geosphera is the manager of the project.~~liability;

~~Pursuant~~Level to3: ~~the~~Valuations ~~terms~~are ofbased ~~the~~on ~~Joint~~prices ~~Activity~~or ~~Agreement,~~third ~~and~~party ~~for~~or ~~the~~internal ~~purpose~~valuation ofmodels ~~conducting~~that ~~further~~require ~~financing~~inputs ~~and~~that ~~exploration~~are ~~work,~~significant ato ~~company, HaldeyGold Ltd. (“HaldeyGold”), was registered with~~ the ~~Ministry~~fair ofvalue ~~the~~measurement ~~Russian~~and ~~Federation~~are ~~for~~less ~~Taxes~~observable and ~~Levies~~thus onhave ~~January 19, 2005. The Haldeevskaya mineral exploration license along with all relevant geological data was transferred by~~ the ~~partnership~~lowest ~~to HaldeyGold on March 16, 2005~~priority. ~~The Company has an 80% (Geosphera 20%) interest in HaldeyGold.~~

On Assets ~~April 22, 2005, December 31, 2005, July 7, 2006~~ and ~~December~~Liabilities ~~29,~~Measured ~~2006~~at ~~the~~Fair ~~Company~~Value ~~and~~on ~~Geosphera agreed to amend the Haldeevskaya Joint Activity Agreement dated August 30, 2004 resulting in~~ a ~~revision~~Recurring of the 2006 exploration expenditure commitment from $460,000 to $289,743 and the 2005 exploration expenditure commitment from $300,000 to $250,000. The Company also agreed to fund $400,000 toward the 2007 HaldeyGold exploration budget. No funds were spent on the HaldeyGold project in 2007 and 2008.Basis

~~Consistent~~Certain ~~with~~assets and liabilities are reported at fair value on a recurring basis in the Company’s ~~accounting~~Balance ~~policies,~~Sheet. ~~exploration~~The ~~costs~~following onmethods ~~unproven~~and ~~reserves~~assumptions ~~are~~were ~~charged~~used to ~~operating~~estimate ~~costs~~the asfair ~~incurred.~~values:

Available-for-sale securities The Company’s ~~investment~~available-for-sale insecurities ~~the~~consist ~~HaldeyGold~~of ~~partnership~~shares ~~interest~~of ~~for~~common ~~the~~stock ~~period~~of ~~January~~three ~~13,~~publicly ~~1989~~traded ~~(inception~~companies toat December 31, 2010 and 2009, isrespectively, asand ~~follows:~~are ~~Capital~~stated ~~invested~~at -fair ~~$986~~value,~~862,~~ ~~Exploration~~which ~~expenses~~is ~~incurred~~based -on ~~$796,261,~~Level ~~write-down~~1 inputs under the Fair Value hierarchy consisting of ~~investment~~quoted prices in ~~partnership~~active ~~interest~~markets for identical shares. A reconciliation of the Available-for-sale ~~$190,601~~securities is included in Note 3.

~~F-16~~(r) New Accounting Pronouncements

At present, there are no pronouncements that the Company expects will have a material impact on these consolidated financial statements.

Available-for-sale securities

				Other-than		Gross			Gross			Accumulated
				-temporary		unrealized			unrealized			unrealized			Market
	Cost			losses		gains			losses			gains/(losses)			value
		$			$		$			$			$			$
December 31, 2008		181,797			-		46,325			(179,270	)		(132,945	)		48,852
Change in year		-			-		176,807			(813	)		175,994			175,994
December 31, 2009		181,797			-		223,132			(180,083	)		43,049			224,846
Change in year		(49,279	)		-		(149,299	)		91,667			(57,632	)		(106,911	)
December 31, 2010		132,518			-		73,833			(88,416	)		(14,583	)		117,935

At December 31, 2010, $149,299 in gains in the investment in securities of one publicly traded company classified as available-for-sale were reclassified out of other comprehensive loss/income to earnings as a result of the sale of the available-for-sale securities of the publicly traded company.

F 15

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

4.December ~~Mineral~~31, ~~Properties~~2010 and ~~Exploration Expenses (continued)~~2009

~~HaldeyGold~~4. ~~Project~~Mineral –Properties ~~Russian~~and ~~Federation~~Exploration ~~(continued)~~Expenses

~~Direct~~The ~~exploration~~Company, ~~costs~~through onits ~~the~~wholly ~~Haldeevskaya~~owned ~~mineral~~subsidiary Dostyk LLP, held the Maykubinsk exploration ~~license~~and ~~area~~mining license located in the ~~Tomsk~~Pavlodar Oblast ~~region~~Region of ~~the~~Kazakhstan ~~Russian~~and ~~Federation~~through ~~totalled~~its ~~$0,~~wholly ~~during~~owned ~~the~~subsidiary, ~~year~~Exploraciones ~~ended~~Cigma ~~December~~S.A. 31de C.V., holds ~~2009~~a ~~(2008~~100% -interest ~~$0)~~in a mineral concession located in the State of Guerrero, Mexico.

Tugojakovks Project

On June 17, 2005, as amended December 31, 2005, July 7, 2006 and December 29, 2006, the Company signed a Joint Activity Agreement to form a partnership to explore the Tugojakovsk Project, located in the Tomsk Oblast Region of the Russian Federation. Under the terms of the agreement: (1) the Company acquired an 80% share of the project in exchange for contributing $126,440 in 2005; and (2) the Company was committed to finance the project in 2006 by providing $329,375 in accordance with an approved budget. The Company was committed to finance the project in 2007 by providing $400,000 in accordance with an approved budget. Geosphera’s ownership interest cannot be reduced below 20%. Geosphera will contribute the license for Tugojakovsk and all geological information on this subsoil area which is owned by Geosphera, as well as professional knowledge, skills and business contacts.

Pursuant to the terms of the Joint Activity Agreement, a company will be registered in the Russian Federation in order to conduct further financing and exploration work on the Tugojakovsk license area. Once the joint venture company is registered with the Ministry of the Russian Federation for Taxes and Levies, the Partnership will transfer the Tugojakovsk mineral exploration license along with all relevant geological data to the new joint venture company. The Company will have an 80% (Geosphera 20%) interest in the new company. As of the date of these consolidated financial statements the new company has not yet been registered.

Exploration costs on the Tugojakovsk mineral exploration license area located in the Tomsk Oblast region of the Russian Federation totalled $0 during the year ended December 31, 2009 (2008 - $0).

The Company’s investment in the Tugojakovks project for the period January 13, 1989 (inception to December 31, 2009) is as follows: Capital invested - $453,821, Exploration expenses incurred - $453,821.

Dostyk LLP - Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan

In January 2007, the Company entered in an agreement with Eureka Mining PLC, a company registered in the United Kingdom, to acquire an ownership interest in the Dostyk Limited Liability Partnership, (the “Partnership” or "Dostyk"). The Partnership holds the exploration rights to explore 14,000 square kilometers in the Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan for precious and base metals.

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

F-17

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

4. Mineral Properties and Exploration Expenses (continued)

Dostyk LLP - Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan (continued)

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

As of December 31, 2007, the Company held a 90% interest in Dostyk. The aggregate cost of the acquisition through December 31, 2007 was $2,000,000. The following represents a summary of the assets acquired and the liabilities assumed during the year. Assets and liabilities at the dates of acquisition have been translated from Dostyk’s functional currency, the Kazakhstan Tenge (“Tenge”). The average effective exchange rate used was US$ 0.008462 to 1 Tenge.

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

During the three month period ended March 31, 2008, the Company acquired an additional 10% interest in Dostyk for a purchase price of $400,000. At that date, the balance of non-controlling interest was in excess of the purchase price by $166,499. This amount was credited against the capitalized balance in mineral properties. As of that date, the Company owned 100% of Dostyk.

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

~~During~~F December 2009, subject to shareholder approval, the Company agreed to sell its ownership interest in its Kazakhstan subsidiary to a third party for $1,500,000 and other consideration. The total value of the potential consideration to be received has not been determined. The only significant asset owned by the subsidiary is the mineral exploration license described in these financial statements. The agreement for the sale of the subsidiary for less than the $2,509,597 carrying value of the subsidiaries’ mineral property is an indication that the value of the mineral property has been impaired and capitalized costs of $1,009,597 were written off. See Note 12.16

5. Equipment

	December 31 2009			December 31 2008
Vehicles	$	73,428		$	89,982
Machinery and equipment		40,741			49,117
Other fixed assets		22,516			27,362
		136,685			166,461
Accumulated depreciation		(45,933	)		(30,717	)
	$	90,752		$	135,744

The majority of equipment held at December 31, 2009 and 2008 is located in Kazakhstan.

F-18

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

Mineral Properties and Exploration Expenses (continued)

Dostyk LLP - Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan (continued)

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

Mexico

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

owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

Equipment

	December 31 2010		December 31 2009
Vehicles	$	-	$	73,428
Machinery and equipment		-		40,741
Other fixed assets		-		22,516
		-		136,685
Accumulated depreciation		-		(45,933
	$	-	$	90,752

The majority of equipment held at December 31, 2009 was located in Kazakhstan and sold as part of the disposition of the subsidiary.

Long-term Debt

The Company’s former subsidiary Dostyk had a loan payable to Eureka Mining PLC. The loan iswas unsecured, non-interest bearing with repayment to begin when the Company shall begin to generate profit as a direct or non -direct result of exploration. On March 15, 2007, the Company and Eureka signed an Assignment Agreement under which the Company assumed responsibility for repayment of all amounts due under the loan. ~~The Company does not expect to generate funds from Dostyk’s operations during the next five years to make any principal repayments on the loan.~~ No repayment of principal, interest and default interest has been made under the Agreement at December 31, 2009. The loan balance at December 31, 2009 iswas $942,293. ~~(2008~~The -loan ~~$772,642)~~was assumed by Copperbelt AG as a result of the sale of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG.

7.F ~~Share Purchase Warrants~~17

A summary of the Company’s warrants outstanding at December 31, 2009 and December 31, 2008 and changes during years ended December 31, 2009 is presented below:

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

1. Each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.675 per share for a period of one year from the May 12, 2006, closing date of the placement, and at a price of $0.75 per share for a period of one year commencing on the first anniversary of the Closing Date.

2. Each warrant entitling the holder to purchase one additional common share of the Company at a price of $0.675 per share for a period of one year from the May 26, 2005, closing date of the placement, and at a price of $0.75 per share for a period of one year commencing on the first anniversary of the Closing Date

8. Stock Options

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

On December 1, 2006, 900,000 stock options were granted to directors at $0.88 per share. The term of these options is two years. The options are exercisable at any time from the grant date up to and including the 30th day of November 2008. The effectiveness of any option granted prior to the Company obtaining approval of the 2006 incentive Stock Option Plan by its stockholders shall be specifically subject to the Company obtaining such approval; and if such approval is not obtained the options shall be deemed null and void. Expense related to these stock options was recognized in full in 2006.

F-19

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

8.December ~~Stock~~31, ~~Options~~2010 ~~(continued)~~and 2009

~~The~~7. ~~following~~Stock ~~is a summary of stock option activity for the years ended December 31, 2009 and 2008.~~Options

Options outstanding
				Weighted average		Weighted average		Aggregate
	Number of			exercise price		remaining contractual		Intrinsic
	Options			per share		life (in years)		value
Balance, December 31, 2007		900,000		$	0.88		0.92		-
Options expired		(900,000	)		0.88		-		-
Balance, December 31, 2008 and 2009		-		$	-		-		-

There were no stock options granted during 2010 and 2009 and ~~2008~~none were outstanding at December 31, 2010 and 2009.

~~The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i~~8.~~e.,~~ ~~the~~Common difference between the Company’s closing stock price on the last trading day of 2009 and 2008 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2009 and 2008.Stock

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

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

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

In September 2012, the Company issued 1,000,000 shares of common stock of the Company valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

9.	Related Party Transactions

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

a. During the fiscal year ~~2009~~2010, consulting fees of $~~180~~30,000 (~~2008~~2009 – $~~242~~180,~~013~~000) were paid to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

b. Due to related party, as at December 31, ~~2009~~2010 and ~~2008~~2009 represents amounts due to directors of the Company for consulting fees and/or various expenses incurred on behalf of the Company. All amounts owing to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

~~10.~~F ~~Non-Cash Investing and Financing Activities~~18

In January 2008, the Company issued 300,000 shares of common stock of the Company valued at $114,000 to a director of the Company as consideration for arranging the property acquisition in Kazakhstan.

11. Income Taxes

The Company and its subsidiary operate in several tax jurisdictions, and its income is subject to various rates of taxation. As of December 31, 2009 the Company has net losses for tax purposes in the United States and Kazakhstan totaling approximately $576,000 and $1,660,000, respectively, which may be applied against future taxable income. Accordingly, there is no tax expense for the years ended December 31, 2009 and 2008. The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements as a full valuation allowance has been recorded against them. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

F-20

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

~~11.~~December ~~Income~~31, ~~Taxes~~2010 ~~(continued)~~and 2009

10.	Non-Cash Investing and Financing Activities

11.	Income Taxes

The Company and its subsidiary operate in several tax jurisdictions, and its income is subject to various rates of taxation. As of December 31, 2010 the Company has net income for tax purposes in the United States and Kazakhstan totaling approximately $409,057 and $4,691,330, respectively, which may be offset against net operating loss carryforwards. Accordingly, there is no tax expense for the years ended December 31, 2010 and 2009. The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements as a full valuation allowance has been recorded against them. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

Utilization of the Company's federal net operating loss carryforwards may be limited in any one year if an ownership change, as defined in Section 382 of the Internal Revenue Code, has occurred.

In Kazakhstan, the Company recorded a full valuation allowance against the net operating losses because the Company does not believe they will utilize the credits prior to the expiration of the statutory carry-forward period beginning in 2010.

A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal, foreign and state income tax rates to income before income taxes is as follows:	Year Ended			Year Ended
	December 31, 2010			December 31, 2009
Net loss before taxes US		409,057			(576,038	)
Net loss before taxes foreign		4,691,330			(1,659,856	)
Federal and State Statutory Rate		0.395			0.395
Foreign Rate		0.20			0.20

Expected tax recovery US		161,578			(227,535	)
Expected tax recovery Foreign		938,266			(331,971	)
(Decrease) increase in taxes resulting from:
Increase (decrease) in valuation allowance		(1,099,844	)		559,506
Income tax expense (benefit) from continuing operations	$	-		$	-
Effective income tax rate		0	%		0	%

A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal, foreign and state income tax rates to income before income taxes is as follows:	Year Ended			Year Ended
	December 31, 2009			December 31, 2008
Net loss before taxes US		(576,038	)		(1,613,390	)
Net loss before taxes foreign		(1,659,856	)		(1,869,260	)
Federal and State Statutory Rate		0.395			0.395
Foreign Rate		0.20			0.20
Expected tax recovery US		(227,535	)		(637,289	)
Expected tax recovery Foreign		(331,971	)		(373,852	)
(Decrease) increase in taxes resulting from:
Increase in valuation allowance		559,506			1,011,141
Income tax expense (benefit) from continuing operations	$	-		$	-
Effective income tax rate		0	%		0	%
The Company's tax effected deferred tax assets are as follows:		2009			2008
Loss carry forward		5,333,925			4,118,776
Valuation allowance		(5,333,925	)		(4,118,776	)

F 19

The reconciliation of income tax computed at the federal statutory rate to income tax expense is as follows:
	Year Ended			Year Ended
	December 31, 2009			December 31, 2008
Federal income tax provision at statutory rate		34.0	%		34.0	%
State income tax provision at statutory rate, net of federal income tax effect		5.5	%		5.5	%
Less valuation allowance		-39.5	%		-39.5	%
Total income tax expense	$	-		$	-

F-21

Index

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2010 and 2009

The Company's tax effected deferred tax assets are as follows:	2010			2009
Loss carry forward		4,013,189			5,333,925
Valuation allowance		(4,013,189	)		(5,333,925	)

The reconciliation of income tax computed at the federal statutory rate to income tax expense is as follows:

	Year Ended			Year Ended
	December 31, 2010			December 31, 2009
Federal income tax provision at statutory rate		34.0	%		34.0	%
State income tax provision at statutory rate, net of federal income tax effect		5.5	%		5.5	%
Less valuation allowance		-39.5	%		-39.5	%
Total income tax expense	$	-		$	-

12.	Subsequent Events

1. On ~~December~~August 3124, ~~2009~~2012, the Company ~~entered~~completed ~~into an Equity Purchase Agreement with Copperbelt AG,~~ a ~~Swiss~~private ~~corporation,~~placement ~~for the sale~~ of ~~the~~4 ~~Company’s~~million ~~100%~~common ~~interest~~shares inat ~~its Kazakhstan subsidiary to Copperbelt AG for~~ $~~1,500,000 in cash and other consideration, the value of which has not been determined as of yet~~0.05 ~~The~~per ~~purchase~~share ~~price~~for ~~will~~total beproceeds ~~paid at the time~~ of ~~closing. In December 2009, the Company received a deposit from Copperbelt AG in the amount of~~ $~~450~~200,000 ~~which has been recorded as a deposit, a liability as of December 31, 2009~~. The ~~transaction~~shares iswere ~~subject~~issued toin ~~the~~September ~~approval of the Company’s shareholders~~2012. ~~Because of the uncertainties surrounding the agreement, including the pending approval by the Company’s shareholders, the effects of the sale have not been recorded.~~

2. OnIn ~~March~~September 9,2012 ~~2010,~~ the Company ~~signed~~issued a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora mining concessions located in the State of Guerrero, Mexico, to the Company, in consideration for $150,000 and 1,000,000 ~~common~~ shares of ~~Cigma.~~common ~~Alphamin~~stock ~~will~~of ~~retain a 1.5% Net Smelter Returns Royalty on production from~~ the ~~Property. On June 11, 2010 the~~ Company’s ~~wholly~~in ~~owned~~settlement ~~Mexican~~of ~~subsidiary,~~indebtedness ~~Exploraciones~~amounting ~~Cigma,~~to ~~S.A. de C.V.~~$50, ~~filed the Assignment Agreement for the Aurora II mining concession between Alphamin’s wholly owned Mexican subsidiary, Exploraciones La Plata, S~~000.~~A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.~~

F~~-22~~ 20

Index

Item 9. Changes Inin and Disagreements ~~With~~with Accountants on Accounting and Financial Disclosure

There have been no disagreements with our Accountants concerning accounting or financial disclosure.

ITEM 9A

Controls and Procedures

Attached as exhibits to this Annual Report on Form 10-K are certifications of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required pursuant to Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section of this Annual Report on Form 10-K includes information concerning the controls and controls evaluation referenced in the certifications. This section of the Annual Report on Form 10-K should be read in conjunction with the certifications for a more complete understanding of the matters presented.

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our ~~Securities~~ Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Index

Evaluation of disclosure controls and procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, being, December 31, ~~2009~~2010. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, subject to the inherent limitations noted below, as of December 31, ~~2009~~2010, our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

Management’s annual report on internal control over financial reporting

~~The~~Our ~~Company’s~~management ~~Management~~ is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of December 31, ~~2009~~2010.

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, ~~2009~~2010, due to the existence of material weaknesses, as described in greater detail below. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.

Index

This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our internal control over financial reporting and disclosure controls and procedures were not effective at a reasonable assurance level. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Material Weaknesses Identified

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

(i) Lack of a sufficient number of independent directors for our board and audit committee. We currently do not have an independent director on our board, which is comprised of 2 directors, and on our audit committee, which is comprised of 2 directors. As a publicly-traded company, we should strive to have a majority of our board of directors be independent.33

(ii) Lack of an independent financial expert on our audit committee. Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended. We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

(iii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the period ended December 31, 2009, we had one person on staff at our executive office and two persons at our Kazakhstan office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

Index

(ivi) ~~There~~Lack isof a ~~lack~~sufficient number of ~~sufficient~~independent ~~supervision~~directors for our Board and ~~review~~audit bycommittee. We currently have one independent director on our ~~corporate~~board, ~~management~~which is comprised of ~~the~~2 ~~accounting~~directors, ~~functions~~and ~~performed~~on atour ~~the~~audit ~~Company’s~~committee, ~~foreign~~which ~~subsidiary~~is incomprised ~~Kazakhstan~~of 2 directors. As a publicly-traded company, we should strive to have a majority of our Board be independent.

(vii) ~~Insufficient~~Lack ~~corporate~~of ~~governance~~an ~~policies~~independent financial expert on our audit committee. ~~Although~~Our weboard has determined that it does not have a ~~code~~member of ~~ethics~~its ~~which~~audit ~~provides~~committee ~~broad~~that ~~guidelines~~qualifies ~~for~~as ~~corporate~~an ~~governance~~“audit committee financial expert” as defined in Item 401(e) of Regulation S-B, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. We believe that the members of our ~~corporate~~Board ~~governance~~are ~~activities~~collectively capable of analyzing and ~~processes~~evaluating ~~are~~our ~~not~~financial ~~always~~statements ~~formally~~and ~~documented~~understanding internal controls and procedures for financial reporting. ~~Specifically~~In addition, ~~decisions~~we ~~made~~believe bythat ~~the~~retaining ~~board~~an toindependent bedirector ~~carried~~who ~~out~~would byqualify ~~management~~as ~~should~~an “audit committee financial expert” would be ~~documented~~overly costly and ~~communicated~~burdensome onand ais ~~timely~~not ~~basis~~warranted toin ~~reduce~~our circumstances given the ~~likelihood~~early stages of ~~any~~our ~~misunderstandings~~development ~~regarding~~and ~~key~~the ~~decisions~~fact ~~affecting~~that ~~our~~we ~~operations~~have ~~and~~not ~~management~~generated any material revenues to date.

(iii)

Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the period ended December 31, 2010, we had one person on staff at our executive office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spread sheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

(iv)

Insufficient corporate governance policies. Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented. Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

(v)

Accounting for Non-Standard Transactions. We occasionally enter into transactions that are more complex from an accounting perspective. These transactions by their nature require greater technical accounting expertise and greater consideration of the related facts and circumstances to ensure that the accounting and reporting are accurate and in accordance with generally accepted accounting principles.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end ~~2009~~2011 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses. Such remediation activities include the following:

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

•· In addition to the foregoing remediation efforts, we will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

We will recruit a new Chief Financial Officer who has significant commercial experience in the commodities sector.

Index

Changes in Internal Controls over Financial Reporting

There were no changes in ~~the~~our ~~Company’s~~ internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, ~~2009~~2010, that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.

Item 9B.

Other Information

None.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The following table and text ~~set~~sets forth the names and ages of all our directors and executive officers ~~of our company~~ as of ~~September~~October 1331, ~~2010~~2012. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until ~~their earlier~~ death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by ~~our~~us ~~company~~ to become directors or executive officers. Executive officers serve at the discretion of the Board ~~of Directors~~, and are appointed to serve by the Board ~~of Directors~~. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

27The Board currently consists of two members. Directors serve for a term of one year and stand for election at the annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board, including a vacancy created by an increase in the number of directors may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

Index

	Name and Address		Age and Position

	Antonio Jaramillo Calle/ Zurbano 46, 2C, 28010, Madrid, Spain		Age 38 Director - July 24, 2012 to present President, CEO and CFO - July 24, 2012 to present

	Michelle Robinson Mision Santa Ana 5232, Fracc. Las Misiones CP 82133, Mazatlan, Sinaloa, Mexico		Age 43 Director - July 24, 2012 to present

Name and Address	Age and Position
Agustin Gomez de Segura	Age 52, Officer from 17 April 1998 to 1 July 2008, President, CEO and Director since 1 July 2008
2 Tvezskaya – Yamskaya 54,
Moscow, Russia
Waldemar K. Mueller	Age 57, Director since 15 March 2004.
40 Ruffian Loop,
Willetton, Western Australia, Australia 6155

Business Experience

The following is a description of the employment history for each of our directors and officers for the last five years:

~~Agustin~~Mr. ~~Gomez~~Antonino deJaramillo. ~~Segura,~~Mr. ~~Director~~Jaramillo ofhas ~~Delta~~practiced ~~Capital~~corporate law and civil procedure in Madrid, anSpain ~~investment~~since ~~company~~2001. He received his Master’s in ~~Lichtenstein~~Legal Practice (MAJ) from ~~April~~the ~~1999~~Instituto tode ~~present~~Empresa in 2001, ~~Director~~his ~~and~~Master’s ~~President~~in ofBusiness ~~Eurasia~~Administration, ~~Gold~~specializing ~~Fields~~in ~~Inc~~Accounting and Finance (FEA) from ~~November~~the ~~1997~~Centro tode ~~present,~~Estudios ~~Director~~Financieros in 2000 and ~~President~~his Masters in Banking and Finance from the Institute of ~~Soil~~Securities ~~Biogenics~~Studies ~~Limited~~in 2000. He received his law degree from ~~July~~the ~~2003~~Universidad toComplutense ~~present~~de Madrid in 1999. Mr. ~~Gomez~~Jaramillo dejoined ~~Segura’s~~the ~~extensive~~law ~~experience,~~firm ~~training~~of MA Abogados in 2009 and ~~education~~specializes in commercial law and civil procedure. From 2001 to 2005 he practiced law for the law firm of Ramon Hermosilla, specializing in corporate law; from 2005 to 2009 he was employed as a ~~business~~legal ~~man~~counsel ~~make~~for ~~him~~Siemens ~~particularly~~SA ~~qualified~~Spain in their communications and energy sectors. Mr. Jaramillo was invited to ~~serve~~join the Board and appointed as one of our ~~director~~officers due to his experience representing public companies with respect to finance, governance and compliance matters and general business development.

Waldemar Mueller, Geologist, Chairman and Managing Director of Kiintas Mining Management PTY Ltd from 1998 to present, Vice President of Exploration Lalo Ventures, Canada from January to November 2004, Director of Central Asia Resources, Western Australia from March 2006 to present. Mr. Mueller’s extensive experience, training and education as a geologist and his experience with other resources exploration companies make him particularly qualified to serve as our director.35

Index

Ms. Michelle Robinson. Ms. Robinson is a Geological Engineer, University of British Columbia (B.A.Sc. 1992, M.A.Sc. 1994) and has 21 years of exploration experience in Canada and Latin America. Prior to moving to Mexico, she authored technical papers on volcanogenic massive sulfide deposits and was the recipient of several awards in the mining industry. Ms. Robinson currently serves as a Director of Zinco Mining Corporation, and has authored NI43-101 technical reports for several clients in the mining industry, including Oro Mining Ltd., August Metal Corp. and Everton Resources. She is currently the President of Minera Camargo S.A. de C.V. and Minera Croesus S.A. de C.V., both operating mining and exploration companies in Mexico.

Agustin Gomez de Segura. Mr. Gomez de Segura is a Director of Delta Capital, an investment company in Lichtenstein from April 1999 to present, Director and President of Eurasia Gold Fields Inc. from November 1997 to present, Director and President of Soil Biogenics Limited from July 2003 to present and a Director of Aurora Gold Corporation from November 15, 2010 to present. Mr. Gomez de Segura’s extensive experience, training and education as a business man make him particularly qualified to serve as our director. Mr Gomez de Segura resigned as a director and executive officer of Cigma on July 24, 2012.

Waldemar Mueller. Geologist, Chairman and Managing Director of Kiintas Mining Management PTY Ltd from 1998 to present, Vice President of Exploration Lalo Ventures, Canada from January to November 2004, Director of Central Asia Resources, Western Australia from March 2006 to present. Mr. Mueller’s extensive experience, training and education as a geologist and his experience with other resources exploration companies make him particularly qualified to serve as our director. Mr Mueller resigned as a director and executive officer of Cigma on March 31, 2011.

There are no family relationships between any of the directors or executive officers.

Consideration of Director Nominees

Director Qualifications

We believe that our Board, to the extent that our limited resources permit, should encompass a diverse range of talent, skill and expertise sufficient to provide sound and prudent guidance with respect to ~~the~~our ~~Company's~~ operations and interests. Each director also is expected to: exhibit high standards of integrity, commitment and independence of thought and judgment; use his or her skills and experiences to provide independent oversight to our business; participate in a constructive and collegial manner; be willing to devote sufficient time to carrying out their duties and responsibilities effectively; devote the time and effort necessary to learn our business; and, represent the long-term interests of all shareholders.

28The Board has determined that the Board as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our affairs. The Board believes it should be comprised of persons with skills in areas such as: finance; real estate; banking; strategic planning; human resources and diversity; leadership of business organizations; and legal matters. The Board may also consider in its assessment of the Board's diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.

Index

The Board has determined that the Board of Directors as a whole must have the right diversity, mix of characteristics and skills for the optimal functioning of the Board in its oversight of our affairs. The Board believes it should be comprised of persons with skills in areas such as: finance; real estate; banking; strategic planning; human resources and diversity; leadership of business organizations; and legal matters. The Board may also consider in its assessment of the Board's diversity, in its broadest sense, reflecting, but not limited to, age, geography, gender and ethnicity.

In addition to the targeted skill areas, the Board looks for a strong record of achievement in key knowledge areas that it believes are critical for directors to add value to the Board, including:

§· Strategy—knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets;

§· Leadership—skills in coaching and working with senior executives and the ability to assist the Chief Executive Officer;

§· Organizational Issues—understanding of strategy implementation, change management processes, group effectiveness and organizational design;

§· Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts, and communities in which we operate;

§· Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and

~~§ Ethics—the ability to identify and raise key ethical issues concerning our activities and those of senior management as they affect the business community and society.~~36

Nomination Procedures We have no nominating committee, and all nominating functions are handled directly by the full Board of Directors, which the Board believes is the most effective and efficient approach, based on the size of the Board and our current and anticipated operations and needs. As outlined above in selecting a qualified nominee, the Board considers such factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise.

The Board and Board Meetings

Our Board of directors consists of two members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

At a meeting of stockholders, any director or the entire Board of directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Index

~~Our~~· ~~Board~~Ethics—the ofability ~~Directors and management are committed~~ to ~~responsible~~identify ~~corporate governance to ensure that the Company is managed for the long-term benefit of its shareholders. To that end, the Board of Directors~~ and ~~management~~raise ~~periodically~~key ~~review~~ethical ~~and~~issues ~~update,~~concerning ~~as appropriate,~~ our ~~corporate~~activities ~~governance policies~~ and ~~practices.~~those ~~In doing so, the Board and management review published guidelines and recommendations~~ of ~~institutional~~senior ~~shareholder organizations and current best practices of similarly situated public companies. The Board of Directors and~~ management ~~also~~as ~~regularly~~they ~~evaluate~~affect ~~and, when appropriate, will revise our corporate governance policies and practices in accordance with~~ the ~~requirements~~business ofcommunity ~~the Sarbanes-Oxley Act of 2002~~ and ~~the rules and listing standards issued by the SEC~~society.

~~During~~Nomination ~~the fiscal year ended December 31, 2009, the Board held a total of five (5) meetings. All members of the Board attended all meetings of the Board.~~Procedures

~~Committees~~We have no nominating committee, and all nominating functions are handled directly by the full Board, which the Board believes is the most effective and efficient approach, based on the size of the Board and our current and anticipated operations and needs. As outlined above in selecting a qualified nominee, the Board considers such factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise.

The Board and Board Meetings

Our Board consists of two members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

At a meeting of stockholders, any director or the entire Board may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Our Board and management are committed to responsible corporate governance to ensure that we are managed for the long-term benefit of its shareholders. To that end, the Board and management periodically review and update, as appropriate, our corporate governance policies and practices. In doing so, the Board and management review published guidelines and recommendations of institutional shareholder organizations and current best practices of similarly situated public companies. The Board and management also regularly evaluate and, when appropriate, will revise our corporate governance policies and practices in accordance with the requirements of the Sarbanes-Oxley Act of 2002 and the rules and listing standards issued by the SEC.

During the fiscal year ended December 31, 2010, the Board held a total of one (1) meeting. All members of the Board attended all meetings of the Board.

Directors’ and Officers’ Liability Insurance

We do not currently maintain directors’ and officers’ liability insurance coverage. We are currently reviewing insurance policies and anticipate obtaining coverage for Board and officers once we find a suitable policy at a price we can afford.

Board Committees and Corporate Governance

Audit Committee

The Board does not currently have a standing Audit Committee. The full Board performs the principal functions of the Audit Committee. The full Board monitors our financial reporting process and internal control system and reviews and appraises the audit efforts of our independent registered public accounting firm.

Compensation Committee

The Board does not currently have a standing Compensation Committee. The full Board establishes overall compensation policies for us and reviews recommendations submitted by our management.

Index

Nominating Committee

Our Board ~~of Directors~~ currently consists of two members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the ~~board of directors~~Board, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the ~~board of directors~~Board. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

At a meeting of stockholders, any director or the entire ~~board~~Board ~~of directors~~ may be removed, with or without cause by our stockholders, provided the notice of the meeting of our stockholders states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Legal Proceedings

During the past ~~ten~~five years none of our directors, executive officers, promoters or control persons has been:

o· the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

o· convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

30· subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;

~~Index~~· found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;

o· the subject toof any Federal or State judicial or administrative order, judgment, decree, or ~~decree~~finding, not subsequently reversed, suspended or vacated, ofrelating ~~any~~to ~~court~~an ofalleged ~~competent~~violation ~~jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type~~ of ~~business, securities or banking activities;~~:

o ~~found~~Any byFederal ~~a court of competent jurisdiction (in a civil action), the Commission~~ or ~~the~~State ~~Commodity Futures Trading Commission to have violated a federal or state~~ securities or commodities law or regulation; or

o ~~the~~Any ~~subject~~law ofor ~~any~~regulation ~~Federal~~respecting orfinancial ~~State~~institutions ~~judicial~~ or ~~administrative~~insurance ~~order,~~companies ~~judgment~~including, ~~decree~~but not limited to, a temporary or ~~finding~~permanent injunction, ~~not~~order ~~subsequently~~of ~~reversed~~disgorgement or restitution, ~~suspended~~civil money penalty or ~~vacated~~temporary or permanent cease-and-desist order, ~~relating~~or toremoval anor ~~alleged~~prohibition ~~violation~~order; ~~of:~~or

·o Any ~~Federal~~law or ~~State~~regulation ~~securities~~prohibiting mail or ~~commodities~~wire ~~law~~fraud or ~~regulation;~~fraud orin connection with any business entity.

·o Any ~~law~~federal or ~~regulation~~state ~~respecting~~judicial ~~financial institutions~~ or ~~insurance~~administrative ~~companies~~proceedings ~~including,~~based ~~but~~on ~~not~~violations ~~limited~~of ~~to,~~federal ~~a temporary~~ or ~~permanent~~state ~~injunction~~securities, ~~order~~commodities, ofbanking ~~disgorgement~~ or ~~restitution,~~insurance ~~civil~~laws ~~money~~and ~~penalty~~regulations, or ~~temporary~~any orsettlement ~~permanent~~to ~~cease-and-desist~~such ~~order,~~actions or(excluding ~~removal~~settlements orbetween ~~prohibition~~private ~~order~~parties); orand

·o Any ~~law~~disciplinary sanctions or ~~regulation~~orders ~~prohibiting~~imposed ~~mail~~by ora ~~wire~~stock, ~~fraud~~commodities or ~~fraud~~derivatives inexchange ~~connection~~or ~~with~~other ~~any~~self-regulatory ~~business entity~~organization.

o any federal or state judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); and

o any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Code of Ethics

We have adopted a Code of Ethics that applies to all of our officers, directors and employees, including its Chief Financial Officer and Chief Executive Officer, which complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable ~~Financial Industry Regulatory Authority (“~~FINRA”) listing standards. Accordingly, the Code of Ethics is designed to deter wrongdoing, and to promote, among other things, honest and ethical conduct, full, timely, accurate and clear public disclosures, compliance with all applicable laws, rules and regulations, the prompt internal reporting of violations of the Code of Ethics, and accountability.

Corporate Governance

We have adopted Corporate Governance Guidelines applicable to ~~its~~our Board ~~of Directors~~.

~~Director Independence~~38

Our securities are not listed on a U.S. securities exchange and, therefore, we are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board of Directors has determined that Mr. Mueller is not independent from our management and does not qualify as “independent director” under the standards of independence under the applicable FINRA listing standards. This means that, in the judgment of the Board of Directors, none of those directors (1) is one of our officers or employees or an officer or employee of one of our subsidiaries or (2) has any direct or indirect relationship with us that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. Upon our listing on any national securities exchange or any inter-dealer quotation system, it will elect such independent directors as is necessary under the rules of any such securities exchange.

Index

Board Leadership Structure

We currently have one (1) executive officer and two (2) directors. The Board has reviewed our current Board leadership structure, which consists of a Chief Executive Officer/Chief Financial Officer, in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our stockholder base, our peer group and other relevant factors, we have determined that this structure is currently the most appropriate Board leadership. Nevertheless, the Board intends to carefully evaluate from time to time the requirements of the business to ensure the structure best supports the stockholders.

Board Role in Risk Oversight

Risk is inherent in every business and how well a business manages risk can ultimately determine success. We face a number of risks, including strategic risks, enterprise risks, financial risks, and regulatory risks. While management is responsible for day to day management of various risks faced, the Board, as a whole, is responsible for evaluating the exposure to risk and to satisfy itself that the risk management processes designed and implemented by management are adequate and functioning as designed. The Board reviews and discusses policies with respect to risk assessment and risk management. The Board also has oversight responsibility with respect to the integrity of our financial reporting process and systems of internal control regarding finance and accounting, as well as the financial statements.

Director Independence

Our securities are not listed on a U.S. securities exchange and, therefore, we are not subject to the corporate governance requirements of any such exchange, including those related to the independence of directors. However, at this time, after considering all of the relevant facts and circumstances, our Board has determined that Ms. Robinson is independent from our management and does qualify as “independent director” under the standards of independence under the applicable FINRA listing standards. This means that, in the judgment of the Board, Ms. Robinson is: (1) not one of our officers or employees or an officer or employee of one of our subsidiaries and or (2) has any direct or indirect relationship with us that would interfere with the exercise of his independent judgment in carrying out the responsibilities of a director. Upon our listing on any national securities exchange or any inter-dealer quotation system, it will elect such independent directors as is necessary under the rules of any such securities exchange.

Certain Relationships

There are no family relationships among or between any of our officers and directors.

Index

Compensation of Directors

Our Board ~~of Directors~~ determines the non-employee directors’ compensation for serving on the Board and its committees. In establishing director compensation, the Board is guided by the following goals:

· Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;

Compensation should align the directors’ interests with the long-term interests of stockholders; and

Compensation should assist with attracting and retaining qualified directors.

We dodid not pay ~~director~~ compensation to directors ~~who~~during ~~are~~fiscal ~~also~~2010 ~~employees.~~and ~~All non-employee directors are paid a director’s fee in the amount of $2,500 per quarter~~2009. Directors are entitled to participate in, and have been issued options under, our 2006 Stock Plan. We also reimburse directors for any actual expenses incurred to attend meetings of the Board or travel upon our request.

~~During~~The ~~fiscal~~following ~~years~~table ~~2009~~reports ~~and~~all ~~2008~~compensation we paid ~~no fees~~ to ~~our~~ non -employee directors., ~~The~~in ~~transactions~~their ~~were~~capacity ~~recorded~~as atmembers of the ~~exchange amount~~Board, ~~being~~during the ~~value~~fiscal ~~established~~years 2008 to 2010 and ~~agreed~~the subsequent period to byOctober ~~the~~31, ~~related~~2012 ~~parties.~~inclusive:

Name	2012 $	2011 $	2010 $	2009 $	2008 $
Antonio Jaramillo	-	-	-	-	-
Michelle Robinson	-	-	-	-	-
Agustin Gomez de Segura	-	-	-	-	-
Waldemar Mueller	-	-	-	-	-
Total	0	0	0	0	0

Index

Standard Arrangements

We do not pay a fee to ~~our~~ outside, non-officer directors. We reimburse ~~our~~ directors for reasonable expenses incurred byfor ~~them in~~ attending meetings of the Board ~~of Directors~~. ~~During the years ended December 31, 2009, 2008 and 2007, we paid non-officer directors $0, $0 and $0, respectively, in consulting fees.~~

Corporate Governance Principles / Code of Ethics

Effective in 2004, our board of directors adopted Corporate Governance Principles / Code of Business Conduct and Ethics that applies to, among other persons, all Officers, Directors, Employees and consultants of the company and its affiliates

Our Code of Business Conduct and Ethics requires, among other things, that all of our executive officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

Item 11.

Executive Compensation

The responsibility for establishing, administering and interpreting our policies governing the compensation and benefits for our executive officers lies with our Board ~~of Directors~~. In this connection the Board has not retained the services of any compensation consultants.

The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our small size and available resources. In ~~2009~~2010, we designed our executive compensation program to achieve the following objectives:

§· attract and retain executives experienced in the resource exploration industry;

§· motivate and reward executives whose experience and skills are necessary to our ultimate success;

§· reward performance as warranted; and

§· align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value.

~~Summary Compensation Table~~40

The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2009, 2008 and 2007:

Name and principal position (a)	Year December 31, (b)	Salary ($) (c)		Bonus ($) (d)		Stock awards ($) (e)		Option awards ($) (f)		Non-equity incentive plan compensation ($) (g)		Non-qualified deferred compensation earnings ($) (h)		All other compensation ($) (i)		Total ($) (j)
Agustin Gomez	2009		60,000		-0-		-0-		-0-		-0-		-0-		-0-		60,000
de Segura	2008		30,000		-0-		-0-		-0-		-0-		-0-		-0-		30,000
President, CEO	2007		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
and Director since July 1, 2008
Waldemar	2009		120,000		-0-		-0-		-0-		-0-		-0-		-0-		120,000
Mueller	2008		120,000		-0-		-0-		-0-		-0-		-0-		-0-		120,000
Vice-President,	2007		105,000		-0-		-0-		-0-		-0-		-0-		-0-		105,000
and Director
Lars M. Pearl	2009		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President, CEO	2008		92,013		-0-		-0-		-0-		-0-		-0-		-0-		92,013
and Director	2007		79,800		-0-		-0-		-0-		-0-		-0-		-0-		79,800
until July 1, 2008

Index

~~None~~Summary ofCompensation our officers or directors is a party to an employment agreement with us. Our entire Board of Directors sets the current year compensation levels of each of the above named Executive Officers. Effective January 1, 2009, Mr. Gomez de Segura’s annual salary is $60,000 payable in monthly instalments of approximately $5,000. Effective January 1, 2009, Mr. Mueller’s annual salary is $120,000 payable in monthly instalments of approximately $10,000.Table

The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2007, 2008, 2009, 2010 and subsequent period to October 31, 2012:

Name and principal position (a)	Year December 31, (b)	Salary ($) (c)		Bonus ($) (d)		Stock awards ($) (e)		Option awards ($) (f)		Non-equity incentive plan compensation ($) (g)		Non-qualified deferred compensation earnings ($) (h)		All other compensation ($) (i)		Total ($) (j)
	2012 (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Antonio	2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Jaramillo	2010		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President, CEO	2009		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
and	2008		-0-		-0-		-0-		-0-		-0-		-0-
Director since July 24, 2012	2007		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Michelle	2012 (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Robinson	2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Director since	2010		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
July 24, 2012	2009		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Agustin Gomez	2012 (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
de Segura	2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
President, CEO	2010		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
and	2009		60,000		-0-		-0-		-0-		-0-		-0-		-0-		60,000
Director	2008		30,000		-0-		-0-		-0-		-0-		-0-		-0-		30,000
July 1, 2008 to July 24, 2012	2007		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

Waldemar	2012 (1)		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Mueller	2011		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Vice-President &	2010		30,000		-0-		-0-		-0-		-0-		-0-		-0-		30,000
Director until	2009		120,000		-0-		-0-		-0-		-0-		-0-		-0-		120,000
March 31, 2011	2008		120,000		-0-		-0-		-0-		-0-		-0-		-0-		120,000
	2007		105,000		-0-		-0-		-0-		-0-		-0-		-0-		105,000

(1) January 1 to October 31, 2012

None of our officers or directors is a party to an employment agreement with us. Our entire Board sets the current year compensation levels of each of the above named Executive Officers. Effective January 1, 2009, Mr. Gomez de Segura’s annual salary is $60,000 payable in monthly instalments of approximately $5,000. Effective January 1, 2010, we stopped paying Mr. Gomez de Segura a salary. Mr Gomez de Segura resigned as a director and executive officer of ours on July 24, 2012. Effective January 1, 2009, Mr. Mueller’s annual salary was $120,000 payable in monthly instalments of approximately $10,000. Mr Mueller resigned as a director and officer of ours on March 31, 2011.

Options/SAR Grants Table

In 2006, our Board ~~of Directors~~ approved the 2006 Stock Option Plan (the “Plan”) to offer an incentive to obtain services of key employees, directors and consultants of ~~the Company~~ours. The Plan provides for the reservation for awards of an aggregate of 20% of the total shares of ~~Common~~our ~~Stock~~common stock issued and outstanding from time to time. No Plan participant may receive stock options exercisable for more than 5% of the issues and outstanding common shares in any one calendar year. Under the Plan, the exercise price of an incentive stock option must be at least equal to 100% of the fair market value of the common stock on the date of grant. The term of stock options granted under the Plan is not to exceed five years and the stock options vest immediately upon granting.

We ~~awarded~~did nonot award any stock purchase options, or any other rights, to any of our directors or officers during the years ended December 31, 2008, 2009, 2010 and ~~2008~~the subsequent period to October 31, 2012.

On December 1, 2006, 900,000 stock options were granted to directors at $0.88 per share. The term of these options was two years. The options were exercisable at any time from the grant date up to and including the 30th day of November 2008.41

The following is a summary of stock option activity for the years ended December 31, 2009 and 2008.

Options outstanding
	Number of Options			Weighted average exercise price per share		Weighted average remaining contractual life (in years)		Aggregate Intrinsic Value
Balance, December 31, 2007		900,000		$	0.88		0.92		-
Options expired		(900,000	)		0.88		-		-
Balance, December 31, 2008 and 2009		-		$	-		-		-

Index

~~There~~The ~~were~~following nois a summary of stock ~~options~~option ~~granted~~activity ~~during~~for ~~2009~~the years ended December 31, 2010 and ~~2008~~2009.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of 2009 and 2008 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2009 and 2008.

Options outstanding

Number of Options

Weighted

average exercise

price per share

Weighted average

remaining

contractual life (in

years)

Aggregate Intrinsic Value

Balance, December 31, 2008

Options granted/expired

Balance, December 31, 2009, 2010 and 2011

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