UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

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

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

For the transition period from __________ to __________

Commission File No. 000-53434

STRATEGIC MINING CORP.

(Exact name of registrant as specified in its charter)

Wyoming		88-0432539
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

36 Toronto Street, Suite 1170

Toronto, ON, Canada M5C 2C5

(Address of principal executive offices)

(416) 840-9843

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months, and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. Yes x No o

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

Large accelerated filer	¨	Accelerated filer	¨

Non-accelerated filer	¨	Smaller reporting company	x

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

As of ~~August 17~~November19, 2012, there were ~~416~~801,~~749~~408,~~089~~136 shares outstanding of the registrant’s common stock.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements.	1

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

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	5

Item 4.	Controls and Procedures.	5

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings.	6

Item 1A.	Risk Factors.	6

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	6

Item 3.	Defaults Upon Senior Securities.	6

Item 4.	Mine Safety Disclosures.	7

Item 5.	Other Information.	7

Item 6.	Exhibits.	7

Signatures		8

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

STRATEGIC MINING CORP.

INDEX TO FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2012

	PAGES
Balance Sheets as of June 30, 2012 and December 31, 2011	F-1
Balance Sheets as of September 30, 2012 and December 31, 2011	F-1
Statements of Operations and Comprehensive Loss for the Six Months Ended June 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-2
Statements of Operations and Comprehensive Loss for the NineMonths Ended September 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-2
Statements of Operations and Comprehensive Loss for the Three Months Ended June 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-3
Statements of Operations and Comprehensive Loss for the Three Months Ended September 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-3
Statements of Cash Flows for the Six Months Ended June 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-4
Statements of Cash Flows for the NineMonths Ended September 30, 2012 and 2011, and for the Period from Inception (Unaudited)	F-4
Notes to Financial Statements	F-5 to F-11

STRATEGIC MINING CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(Expressed in United States Dollars)

	June 30, 2012 (Unaudited)			December 31, 2011 (Audited)
	September 30, 2012 (Unaudited)			December 31, 2011 (Audited)
ASSETS
Current Assets
Cash	$	~~121~~640		$	532
Refundable permit fee		-			35,000
Total Current Assets		~~121~~640			35,532
Long Term Assets
Exploration Properties		763,250			728,250
Total Assets	$	763,~~371~~890		$	763,782
LIABILITIES AND STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities
Accounts payable	$	~~460~~486,~~086~~573		$	267,557
Accrued interest		2327,~~517~~603			13,851
Loans payable to related parties		165,818			273,726
Convertible promissory notes		~~225~~220,~~858~~958			-
Total Liabilities		~~875~~900,~~279~~952			555,134
Stockholders' (Deficit) Equity
Preferred stock $0.0001 par value; Authorized 25,000,000; Issued and outstanding 20,634,741 (20,634,741 - December 31 2011)		2,063			2,063
Common stock $.001 par value; Authorized unlimited; Issued and outstanding 318,462,726 (164,843,294 - December 31, 2011)		318,463			164,844
Common stock $0.001 par value; Authorized unlimited; Issued and outstanding 801,408,155 (164,843,294 - December 31, 2011)		801,408			164,844
Additional paid-in capital		2,~~669~~237,~~244~~575			2,749,535
Deficit accumulated during the exploration stage		(3,~~101~~178,~~678~~108	)		(2,707,794	)
Total Stockholders' (Deficit) Equity		(~~111~~137,~~908~~062	)		208,648
Total Liabilities and Stockholders' (Deficit) Equity	$	763,~~371~~890		$	763,782

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

F-1

STRATEGIC MINING CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

(Unaudited)

	For the Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011			For the Period from Inception (January 17, 2007) to June 30, 2012
	For the Nine Months Ended September 30, 2012			For the Nine Months Ended September 30, 2011			For the Period from Inception (January 17, 2007) to September 30, 2012
EXPENSES
Consulting	$	~~149~~177,~~806~~582		$	78122,~~801~~134		$	~~996~~1,~~189~~023,965
Exploration costs		~~131~~153,~~771~~065			~~155~~195,~~297~~787			1,~~084~~106,~~797~~091
Professional fees		6486,~~450~~743			3942,~~774~~274			~~204~~226,~~264~~557
Depreciation		-			18,374			18,374
Interest and bank charges		4752,~~856~~924			47,~~841~~872			~~248~~253,~~352~~419
Incorporation tax		-			-			11,197
TOTAL OPERATING EXPENSES		393,883			297,087			2,563,173
Salaries and wages		-			26,062
LOSS FROM OPERATIONS		(393,883	)		(297,087	)		(2,563,173	)
TOTAL OPERATING EXPENSES		470,314			412,503			2,639,603
LOSS FROM OPERATIONS		(470,314	)		(412,503	)		(2,639,603	)
Impairment of equipment		-			-			(78,807	)
Impairment of exploration properties		-			-			(459,698	)
NET LOSS AND COMPREHENSIVE LOSS	$	(~~393~~470,~~883~~314	)	$	(~~297~~412,~~087~~503	)	$	(3,~~101~~178,~~678~~108	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		~~161~~279,~~355~~476,~~642~~040			~~158~~159,~~343~~735,~~294~~254

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

F-2

STRATEGIC MINING CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(Expressed in United States Dollars)

(Unaudited)

	For the Three Months Ended June 30, 2012			For the Three Months Ended June 30, 2011
	For the Three Months Ended September 30, 2012			For the Three Months Ended September 30, 2011
EXPENSES
Exploration	$	7121,~~312~~294		$	8666,~~469~~552
Consulting		8527,~~979~~776			3943,~~968~~333
Professional fees		4822,~~888~~293			322,~~097~~500
Depreciation		-			~~9,188~~
Interest and bank charges		415,~~123~~068			(3,~~200~~031	)
TOTAL OPERATING EXPENSES		~~247~~76,~~302~~431			~~164~~115,~~522~~416
LOSS FROM OPERATIONS		(~~247~~76,~~302~~431	)		(~~164~~115,~~522~~416	)
NET LOSS AND COMPREHENSIVE LOSS	$	(~~247~~76,~~302~~431	)	$	(164,522	)
LOSS PER WEIGHTED NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED	$	(0.00	)	$	(0.00	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING - BASIC AND DILUTED		~~163~~487,~~821~~498,~~574~~729			~~158~~162,~~343~~473,~~294~~748

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

F-3

STRATEGIC MINING CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Expressed in United States Dollars)

(Unaudited)

	For the Six Months Ended June 30, 2012			For the Six Months Ended June 30, 2011			For the Period from Inception (January 17, 2007) to June 30, 2012
	For the Nine Months Ended September 30, 2012			For the Nine Months Ended September 30, 2011			For the Period from Inception (January 17, 2007) to September 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(~~393~~470,~~883~~314	)	$	(~~297~~412,~~087~~503	)	$	(3,~~101~~178,~~678~~108	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			18,374			18,374
Impairment of exploration properties and equipment		-			-			538,505
Stock-based compensation		-			36,~~333~~666			72,742
Shares issued for services		50,979			-40,000			176,778
Interest accrued on converted loans		4550,~~916~~002			57,~~147~~994			96100,~~106~~192
Prepaids and refundable permit fees		-			11,000			-
Changes in operating assets and liabilities:
Accounts payable		~~129~~156,~~577~~066			~~152~~154,~~156~~657			~~842~~869,~~854~~342
CASH USED IN OPERATING ACTIVITIES		(~~167~~213,~~411~~267	)		(~~153~~173,~~077~~812	)		(1,~~356~~402,~~319~~175	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of exploration properties		-			(25,000	)		(573,879	)
CASH USED IN INVESTING ACTIVITIES		-			(25,000	)		(573,879	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from convertible promissory notes		~~142~~188,~~500~~875			-			~~142~~188,~~500~~875
Proceeds from related party loans		24,500			~~175~~196,~~725~~255			1,542,719
Issuance of common stock		-			-			245,100
CASH PROVIDED BY FINANCING ACTIVITIES		~~167~~213,~~000~~375			~~175~~196,~~725~~255			1,~~930~~976,~~319~~694
NET (DECREASE) INCREASE IN CASH		~~(411~~108	)		(2,~~352~~557	)		~~121~~640
CASH, BEGINNING OF PERIOD		532			2,600			-
CASH, END OF PERIOD	$	~~121~~640		$	~~248~~43		$	~~121~~640
Non-Cash Investing and Financing Activities:
Shares issued for acquisition of exploration properties	$	-		$	-		$	10,000
Convertible promissory notes issued in exchange for debt assumptions	$	264,708			-			264,708
Shares issued on conversion of promissory notes	$	~~237~~288,~~600~~875		$	-		$	1,~~900~~951,~~664~~939
Shares issued in settlement of accounts payable	$	-		$	-		$	31,918
Debt assumed in exchange for share cancellations	$	215,250		$	-		$	215,250
Shares cancelled for debt assumptions	$	(215,250	)		-			(215,250	)
Shares issued for services		-			40,000			-

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

F-4

STRATEGIC MINING CORP.

(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

(Expressed in United States Dollars)

(Unaudited)

1. NATURE OF BUSINESS, ORGANIZATION AND BASIS OF PRESENTATION

Nature of Business

Strategic Mining Corp. is engaged in the business of exploration and development of gold properties in Guinea, West Africa and Vietnam, Southeast Asia.

Organization

Strategic Mining Corp. (the “Company”) was originally incorporated in Delaware on August 24, 1995, as Infocenter Inc. On February 28, 2000, the Company changed its name to Green Dolphin Systems Corporation (“Green Dolphin”) and new corporate officers were appointed. On January 10, 2006, the board of directors (the “Board”) of ~~Directors~~the Company adopted a resolution authorizing the assignment of all the assets of Green Dolphin ~~Systems Corporation~~ to PentaDeltex, Ltd., a Canadian corporation (“PentaDeltex”), in exchange for the forgiveness of $263,717 in debt owing to Nicholas Plessas and an additional $153,683 owing to PentaDeltex, and assumption by PentaDeltex of all obligations owed by Green Dolphin ~~Systems Corporation~~ to suppliers and on other accounts payable. As the result of the above settlements of debts, Green Dolphin ~~Systems Corporation~~ effectively ceased operations on January 10, 2006 with the discontinued operations of its U.S. subsidiary. On December 1, 2006, the Company changed its name to Gold Coast Mining Corporation and new corporate officers were appointed shortly ~~after~~thereafter. On January 17, 2007, the Company issued 97,100,000 shares of its common stock to unrelated parties in exchange for various mining rights. The issuance of the 97,100,000 shares of its common stock represented approximately 97.5% of the then outstanding shares. The transaction resulted in a change in control of the entity. The issuance of shares of common stock and change in control has been accounted for as a reverse acquisition followed by a recapitalization of the Company’s equity structure. The stockholders obtaining control in the transaction is considered the accounting acquirer for financial reporting purposes. Accordingly, the equity section of the financial statements have been presented displaying the recapitalization of shares held by the individuals obtaining control followed by the issuance of shares to the minority stockholders.

On November 13, 2009, the Company was reincorporated in the State of Wyoming. On November 23, 2009, the Company changed its name to Strategic Mining Corp.

On July 11, 2012, the ~~board of directors of the Company (“the~~ Board”) amended the Articles of Incorporation of the Company to increase its authorized common shares from 400,000,000 to unlimited.

Basis of Presentation

The accompanying unaudited interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2012, are not necessarily indicative of the results that may be expected for the year ending December 31, 2012. For further information, refer to the financial statements and footnotes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2011.

The Company is in the exploration stage in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic No. 915 “Development Stage Entities”.

F-5

2. GOING CONCERN

The Company's financial statements are presented on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. The Company has experienced losses from operations since inception and has working capital deficiencies that raise substantial doubt as to its ability to continue as a going concern.

~~F-5~~The Company's existence is dependent upon management's ability to raise capital, to successfully market and sell its products, and/or to resolve the stock trading suspension issue. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional equity investment in the Company.

The Company's existence is dependent upon management's ability to raise capital and/or to successfully market and sell its products. Management anticipates the Company will attain profitable status and improve its liquidity through continued business development and additional equity investment in the Company.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

3. RECENT ACCOUNTING PRONOUNCEMENTS

In December 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-11, “Disclosures about Offsetting Assets and Liabilities.” The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. The Company does not expect this guidance to have any impact on its financial position, results of operations or cash flows.

In July 2012, the FASB issued ASC Update No. 2012-02, “Intangibles - Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” (“ASU 2012-02”). ASU 2012-02 provides companies with the option to assess qualitative factors to determine whether the existence of events and circumstances indicates that it is more likely than not that the indefinite-lived intangible asset is impaired. If the Company concludes that it is more likely than not that the asset is impaired, it is required to determine the fair value of the intangible asset and perform the quantitative impairment test by comparing the fair value with the carrying value in accordance with Topic 350. If the Company concludes otherwise, no further quantitative assessment is required. ASU-2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted. The Company does not expect the adoption of ASU 2012-02 to impact its results of operations or financial position.

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, the Company’s management has not determined whether implementation of such standards would be material to its financial statements

4. PLANNED EXPLORATION

Guinea, West Africa

The Company entered into a joint venture agreement with Gold River of Africa Company (“Gold River”) for the Siguiri property on January 15, 2007. Gold River is a small mineral exploration company active in Guinea. Through this joint venture, the Company holds 100% interest in a two year exploration permit issued by the Republic of Guinea to Gold River for this property covering 103 square kilometers in the Siguiri region of Guinea. The Company acquired this interest in exchange for shares of the Company’s common stock. The Guinea government is entitled to a 15% royalty on all extracted minerals.

An extension of this permit was applied for in May 2011 by Gold River but was still in review at the end of 2011 due to the change in governments in Guinea during mid-2011 and subsequent reviews by the government of mining laws and all exploration permits. The Company paid $35,000 to Gold River to pay the Guinea Ministry of Mines for the permit extension application, on behalf of the Company. The permit extension was granted by the Ministry of Mines on April 12, 2012. The Company’s copy of the permit has not been received yet.

F-6

An extension of this permit was applied for in May 2011 by Gold River but was under review at the end of 2011 due to the change in governments in Guinea during mid-2011 and subsequent reviews by the government of mining laws and all exploration permits. The Company paid $35,000 to Gold River to pay the Guinea Ministry of Mines for the permit extension application on behalf of the Company. The permit extension was granted by the Ministry of Mines on April 12, 2012. The Company’s copy of the permit has not been received yet.

Nat Son, Vietnam

The Company entered into a binding letter of intent to purchase a 51% interest in a joint venture (“Joint Venture”) with Ba Dinh Mineral Company Limited (“Ba Dinh”), a Vietnamese company engaged in mineral exploration in that country, to explore for minerals per license # 39/QD-UBND issued to Ba Dinh Construction and Investment Joint Stock Company on June 9, 2009, by the Peoples Committee of ~~Hoa~~HoaBinh ~~Binh~~ Province, Vietnam. This license is valid for five years from the date of issuance and is renewable for an additional four years according to current mining laws in Vietnam. The permitted area covers 40 square hectares in Nat Son Commune, ~~Hoa~~HoaBinh ~~Binh~~ Province Vietnam.

A dispute arose in October 2011 concerning the status of joint work on the Nat Son property between the Company and Ba Dinh as a result of key partners in Ba Dinh disagreeing with the Company about the status of their stock holdings in the Company. Management, upon consultation with legal counsel, determined that the arguments set forth by those key partners ~~have no legal merit and may expose those partners to litigation should~~ they ~~not desist and should they~~ fail to comply with documentation requests from the Company. Ba Dinh has been notified of ~~this~~such finding. The Company is awaiting their response and delivery of key property documents on Nat Son ~~to the Company~~ for its records and safe-keeping. This dispute may result in a disruption or change of our drilling plan on the Nat Son property for 2012.

Legal counsel in Vietnam was retained during the first quarter of 2012 to investigate the status of the exploration license and any property ownership for the Nat Son project and Joint Venture with Ba Dinh. The exploration license was found to be valid and active until June 8, 2014, in the name of Ba Dinh Construction Investment and Consulting Joint Stock Company. Results of ~~the~~such investigation from our Vietnam legal counsel are pending to confirm the status of the Joint Venture, and the ownership or lease of the underlying property. There is not enough information available on the legal status of the Joint Venture and the Nat Son property to determine whether or not Ba Dinh has performed according to the requirements of the binding letter of intent. Therefore, the project was written down in the fourth quarter of 2011 to allow for possible permanent impairment ~~of the project~~. Management’s opinion on this matter is that the project still is potentially viable, but all Joint Venture activities with Ba Dinh may need to cease if a mutually agreeable solution cannot be reached. If the Joint Venture is formally dissolved, the Company may pursue legal options in Vietnam during 2012 to recover payments made to Ba Dinh for expenses that they have not documented adequately or for which official government documentation has not been provided for the project.

5. PROPERTY AND EQUIPMENT

As of ~~June~~September 30, 2012 and December 31, 2011, respectively, equipment is as follows:

	June 30, 2012			December 31, 2011
	September 30, 2012			December 31, 2011
	(Unaudited)			(Audited)
Infrastructure development	$	5,931		$	5,931
Telecom equipment		13,125			13,125
Equipment		47,500			47,500
Vehicle		30,625			30,625
Total equipment		97,181			97,181
Less: accumulated depreciation		(18,374	)		(18,374	)
Less; Impairment of equipment		(78,807	)		(78,807	)
Equipment, net	$	-		$	-

Depreciation expense for the three months ended ~~June~~September 30, 2012 and for the year ended December 31, 2011 was $~~0.00~~Nil and $18,374, respectively. During the year ended December 31, 2011, the Company recorded an impairment of property and equipment of $78,807. ~~The~~Such impairment was based on an assessment by management which concluded that an impairment loss on obsolete and lost items was considered necessary.

F-7

6. LOANS PAYABLE TO RELATED PARTIES

As of ~~June~~September 30, 2012 and December 31, 2011, respectively, the Company has loans payable to related parties as follows:

	June 30,		December 31,
	September 30, 2012		December 31, 2011
	2012		2011
	(Unaudited)		(Audited)
AGMC Ltd.	$	-	$	16,000
Frank Brodzik		160,818		191,726
Magma Gold Corporation		5,000		66,000
Total loans payable	$	165,818	$	273,726

The above loans are due to stockholders or companies controlled by stockholders of the Company. All loans payable bear interest at 4% per annum, are unsecured and due on demand.

7. CONVERTIBLE PROMISSORY NOTES

As of ~~June~~September 30, 2012 and December 31, 2011, respectively, the Company has convertible promissory notes payable as follows:

	June 30,			December 31,
	September 30, 2012			December 31, 2011
	2012			2011
	(Unaudited)			(Audited)
Asher Enterprises Inc.	$	~~157~~115,~~250~~225		$	-
Redwood Management, LLC		8270,~~108~~758			-
Atlas Equity Offshore, Ltd.		4234,~~000~~975			-
		281,358			-
		220,958			-
Less proceeds receivable on convertible promissory notes		(55,500	)		-
Total loans payable	$	225,858		$	-

Asher Enterprises Inc. ~~(“Asher”)~~

ADuring ~~convertible~~the ~~promissory~~first ~~note~~quarter ~~was~~of 2012, the Company issued an unsecured convertible promissory note to Asher Enterprises Inc. ~~during~~(“Asher”) ~~the first quarter of 2012~~ in exchange for $50,000 in cash. ~~The~~Such note ~~is unsecured,~~ bears interest at 8% per annum, has a maturity date of November 6, 2012, and can be converted to shares of the Company’s common stock. The Company has the option within 120 days of the date of ~~the~~such note to prepay at 140% of the principal amount including accrued interest, or within 121-180 days of ~~the~~such note to prepay at 150% of the principal amount including accrued interest. If any amount of principal or interest remains unpaid at the maturity date, the remaining amount will bear interest at a rate of 22% per annum. Asher has the option to convert the principal amount of ~~the~~such note including accrued interest to shares of the Company’s common stock at a price of 55% of the average lowest three days trading price out of 17seventeen days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

AIn ~~second~~addition, ~~convertible~~during ~~promissory~~the ~~note~~first ~~was~~quarter of 2012, the Company issued toa ~~Asher~~second ~~during~~unsecured ~~the~~convertible ~~first~~promissory ~~quarter~~note ofto ~~2012~~Asher in exchange for $22,500 in cash. ~~The~~Such note ~~is unsecured,~~ bears interest at 8% per annum, has a maturity date of December 12, 2012, and can be converted to shares of the Company’s common stock. The Company has the option within 120 days of the date of ~~the~~such note to prepay at 140% of the principal amount including accrued interest, or within 121-180 days of ~~the~~such note to prepay at 150% of the principal amount including accrued interest. If any amount of principal or interest remains unpaid at the maturity date, the remaining amount will bear interest at a rate of 22% per annum. Asher has the option to convert the principal amount of ~~the~~such note including accrued interest to shares of the Company’s common stock at a price of 55% of the average lowest three days trading price out of 17seventeen days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

F-8

The two ~~convertible~~ notes issued to Asher during the first quarter of 2012 for a total of $72,500 are in default, and as a result the Company owes $108,750, which includes a 50% penalty.

ADuring ~~convertible~~the ~~promissory~~second ~~note~~quarter ~~was~~of ~~issued~~2012, tothe ~~Asher~~Company ~~during~~issued ~~the~~an ~~second~~unsecured ~~quarter~~convertible ofpromissory ~~2012~~note to Asher in exchange for $32,500 in cash. Funds were not disbursed to the Company until the third quarter of 2012. ~~The~~Such ~~convertible promissory~~ note ~~is unsecured,~~ bears interest at 8% per annum, has a maturity date of April 1, 2013, and can be converted to shares of the Company’s common stock. The Company has the option within 120 days of the date of ~~the~~such note to prepay at 140% of the principal amount including accrued interest, or within 121-180 days of ~~the~~such note to prepay at 150% of the principal amount including accrued interest. If any amount of principal or interest remains unpaid at the maturity date, the remaining amount will bear interest at a rate of 22% per annum. Asher has the option to convert the principal amount of ~~the~~such note including accrued interest to shares of the Company’s common stock at a price of 55% of the average lowest three days trading price out of ten days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

During the second quarter of 2012, the Company entered into a debt assumption agreement ~~with~~by and between Asher and the Company whereby Asher assumed $16,000 of debt originally held by AGMC Ltd. In exchange for ~~this~~such debt assumption, the Company issued to Asher aan unsecured convertible promissory note ~~which~~bearing ~~bears~~an interest atrate of 10% per annum,. Such ~~matures~~note onhas a maturity date of March 28, 2013 ~~and is unsecured~~. The Company is not permitted to prepay any amounts of ~~the~~such ~~convertible promissory~~ note before maturity. Asher has the option, at any time or from time to time, to convert the principal amount of ~~the~~such ~~convertible promissory~~ note including accrued interest into shares of the Company’s common stock at a price of 58% of the average lowest three days trading price out of ten days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

~~Atlas~~The ~~Equity~~Company ~~Offshore~~was charged $4,125 ~~Ltd~~in legal and finder’s fees related to the above transactions and the amount has been deducted from the proceeds of the loans. ~~(“Atlas”)~~

ADuring ~~convertible promissory note was issued to Atlas during~~ the ~~second~~nine ~~quarter~~months ofended ~~2012~~September in30, ~~exchange for $23~~2012,~~000~~ ~~in cash. Funds were not disbursed to~~ the Company ~~until~~issued ~~the third quarter of 2012. The convertible promissory note is unsecured~~221, ~~bears interest at 12% per annum~~526,316 ~~has a maturity date of June 27, 2013, and can be converted to~~ shares of common stock~~. The~~ ~~Company has the option at any time from the date of the note~~ to ~~prepay~~Asher the convertible promissory note at 200% of the principal amount including accrued interest Atlas has the option to convert the principal amount of the note including accrued interest to shares of the Company’s common stock at a price of 25% of the lowest trading price in 30exchange ~~days, determined on the then current trading market~~ for ~~the Company’s common stock~~$37,900 ~~prior~~of tothese ~~the~~convertible ~~conversion~~promissory ~~date~~notes.

~~During the second quarter of 2012, the Company entered into a debt assumption agreement with~~ Atlas ~~whereby~~Equity ~~Atlas assumed $20~~Offshore,~~000~~ ~~of the Company’s accounts payable~~Ltd. In exchange for this debt assumption, the Company issued to Atlas a convertible promissory note which bears interest at 12% per annum, matures on June 15, 2013 and is unsecured. The Company has the option at any time from the date of the agreement to prepay the convertible promissory note at 200% of the principal amount including accrued interest. Atlas has the option, at any time or from time to time, to convert the principal amount of the convertible promissory note including accrued interest into shares of the Company’s common stock at a price of 5% of the lowest trading price in five days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

~~Redwood~~During ~~Management~~the second quarter of 2012, ~~LLC~~ the Company issued an unsecured convertible promissory note to Atlas Equity Offshore, Ltd. (“~~Redwood~~Atlas”) in exchange for $23,000 in cash. Funds were not disbursed to the Company until the third quarter of 2012. Such note bears interest at 12% per annum, has a maturity date of June 27, 2013, and can be converted to shares of common stock. The Company has the option at any time from the date of the note to prepay such note at 200% of the principal amount including accrued interest Atlas has the option to convert the principal amount of such note including accrued interest to shares of the Company’s common stock at a price of 25% of the lowest trading price in thirty days, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

ADuring ~~convertible~~the ~~debenture~~second ~~was~~quarter ~~issued~~of to2012, ~~Redwood for~~the Company entered into a debt assumption agreement by and between Atlas and the Company whereby Atlas assumed $7020,000 ~~during~~of the ~~first~~Company’s ~~quarter~~accounts ~~of 2012~~payable. ~~The~~ In ~~convertible~~exchange ~~debenture~~for issuch ~~unsecured~~debt assumption, ~~bears~~the Company issued to Atlas an unsecured convertible promissory note bearing an interest atrate of 12% per annum,. Such note has a maturity date of ~~March~~June 1615, 2013~~, and can be converted to shares of common stock~~. The Company has the option ~~prior~~at toany ~~the~~time ~~maturity~~from the date of such agreement to prepay ~~the~~such note at ~~125~~200% of the principal amount including accrued interest. ~~Redwood~~ Atlas has the option, at any time or from time to time, to convert the principal amount, of such note including accrued interest, ofinto ~~the note to~~ shares of the Company’s common stock at a price of 555% of the lowest ~~traded~~trading price in five days, determined on the then current trading market for the Company’s common stock, ~~for ten trading days~~ prior to the conversion date.

The Company was charged $5,000 in legal fees related to the above transactions and the amount has been deducted from the proceeds of the loans.

During the nine months ended September 30, 2012, the Company issued 224,167,347 shares of common stock to Atlas in exchange for conversion of $3,025of these convertible promissory notes.

Redwood Management, LLC

During the first quarter of 2012, the Company issued an unsecured convertible noteto Redwood Management LLC (“Redwood”) in exchange for $70,000 in cash. Such note bears interest at 12% per annum, has a maturity date of March 16, 2013, and can be converted to shares of the Company’s common stock. The Company has the option prior to the maturity date to prepay such note at 125% of the principal amount including accrued interest. Redwood has the option to convert the principal amount, including accrued interest, of such note to shares of the Company’s common stock at a price of 55% of the lowest traded price, determined on the then current trading market for the Company’s common stock, for ten trading days prior to the conversion date.

F-9

During the first quarter of 2012, the Company entered into a debt assumption agreement ~~with~~by and between Redwood and the Company whereby Redwood assumed $182,708 of debt originally held by Frank Brodzik. In exchange for ~~this~~such debt assumption, the Company issued to Redwood aan unsecured convertible promissory note ~~which~~bearing ~~bears~~an interest atrate of 12% per annum,. Such ~~matures~~note onhas a maturity date of September 16, 2012 ~~and is unsecured~~. The Company has the option at any time from the date of ~~the~~such agreement to prepay ~~the~~such ~~convertible promissory~~ note at 125% of the principal amount including accrued interest. Atlas has the option, at any time or from time to time, to convert the principal amount of ~~the~~such ~~convertible promissory~~ note, including accrued interest, into shares of the Company’s common stock at a price of 55% of the lowest five days trading price, determined on the then current trading market for the Company’s common stock, prior to the conversion date.

During the nine months ended September 30, 2012, the Company issued 156,087,399 shares of common stock to Redwood in exchange for conversion of $181,950 of these convertible promissory notes.

8. CAPITAL STOCK

OnIn ~~July~~March ~~11,~~ 2012, the ~~board~~Company ofissued ~~directors~~15,829,295 ~~amended~~shares ~~the Articles~~ of ~~Incorporation of~~ the Company’s tocommon ~~increase~~stock ~~its~~in ~~authorized~~exchange ~~common~~for ~~shares~~$66,000 toof ~~unlimited~~a convertible promissory note.

In March 2012, the Company ~~issued~~cancelled 1514,~~829~~350,~~295~~030 shares of the Company’s common stock towhich ~~Asher~~were previously issued in ~~exchange~~the ~~for~~prior ~~$66,000~~fiscal ofyear ain ~~convertible~~settlement ~~promissory~~of ~~note,~~loans ~~based~~payable ~~upon~~to ~~55%~~related ofparties. ~~the~~The ~~average~~Company ofhas assumed the ~~three~~original ~~lowest~~debt ~~trading~~in ~~prices~~the amount of ~~the~~$215,250 ~~stock~~in ~~within~~exchange for the ~~week~~cancellation ~~preceding~~of ~~the~~such ~~conversion notices~~shares.

~~During~~The process of initiating a Reserve Equity Financing (the ~~six~~“REF ~~months~~Agreement”) ~~ended~~with ~~June~~AGS 30Capital Corp. (“AGS”), ~~2012~~for a total available financing of $5,000,000 commenced in the ~~Company~~first ~~issued~~quarter ~~103~~of 2012. This required issuance of 2,~~451~~325,~~037~~581 shares of the Company’s common stock to ~~Redwood~~AGS in exchange for $~~170~~20,~~600~~000 in services to allow for preparation of athe ~~convertible~~related ~~promissory~~documents ~~note,~~and ~~based~~discussions. ~~upon~~Additional ~~55%~~shares of the ~~lowest~~Company’s ~~trading~~common ~~price~~stock of 30,978,934 were issued to AGS on April 16, 2012 as commitment shares required under the ~~stock~~REF ~~within~~Agreement valued at $30,979. These shares represent 3% ($150,000 value at the ~~five~~time ~~days~~of ~~preceding~~issuance) of the ~~conversion~~$5,000,000 ~~notices~~available financing under the REF agreement.

InDuring ~~March~~the nine months ended September 30, 2012, the Company ~~cancelled~~issued 14221,~~350~~526,~~030~~316 shares of ~~common stock which were previously issued in~~ the ~~prior~~Company’s ~~fiscal~~common ~~year~~stock ~~in settlement of loans payable~~ to ~~related~~Asher ~~parties. The Company has assumed the original debt~~ in ~~the~~exchange ~~amount~~for conversion of $~~215~~37,~~250~~900 inof ~~exchange~~convertible ~~for~~promissory ~~the~~notes ~~cancellation~~discussed ofin ~~the~~note ~~shares~~7.

~~The~~During ~~process of initiating a Reserve Equity Financing (~~the ~~“REF~~nine ~~Agreement”)~~months ~~with~~ended ~~AGS~~September ~~Capital Corp. (“AGS”)~~30, ~~for a total available financing of $5~~2012,~~000,000,~~ ~~commenced in~~ the ~~first~~Company ~~quarter~~issued ~~of 2012. This required issuance of 2~~224,~~325~~167,~~581~~347 ~~in restricted~~ shares of the Company’s common stock to ~~AGS~~Atlas in exchange for $20,000 in services to allow for preparation of the related documents and discussions. Additional restricted shares of common stock of 30,978,934 were issued to AGS on April 16, 2012 as commitment shares required under the REF Agreement. These shares represent 3~~% ($150~~,~~000~~025 ~~value at the time~~ of ~~issuance)~~convertible ofpromissory ~~the~~notes ~~$5,000,000~~discussed ~~available~~in ~~financing~~note ~~under the REF agreement~~7.

InDuring the ~~second~~nine ~~quarter~~months ofended September 30, 2012, the Company issued 15156,~~384~~087,~~615~~399 shares of the Company’s common stock to ~~Atlas~~Redwood in exchange for $1181,~~000~~950 of a convertible promissory ~~note,~~notes ~~based~~discussed ~~upon 5% of the lowest market value~~ in ~~the~~note ~~past five days prior to the conversion date~~7.

On July 11, 2012, the Board amended the Articles of Incorporation of the Company to increase its authorized common shares from 400,000,000 to unlimited.

9. RELATED PARTY TRANSACTIONS

The following transactions with related parties were in the normal course of operations and were measured at the exchange value, which represented the amount of consideration established and agreed to by the related parties.

Related party transactions not disclosed elsewhere in these financial statements are as follows:

Included in accounts payable as of ~~June~~September 30, 2012, is $~~425~~432,~~985~~838 (December 31, 2011 - $227,037) due to various current and former directors, officers and stockholders of the Company (or companies controlled by) for consulting fees rendered and/or expense reimbursements, subject to normal trade terms.

F-10

During the ~~three~~nine months ended ~~June~~September 30, 2012, the Company recorded $62101,~~669~~320 ~~(three months ended June 30, 2011 - $20,000)~~ of consulting fees to various current and former directors, officers and stockholders of the Company.

During the ~~three~~nine months ended ~~June~~September 30, 2012, the Company recorded $71145,~~312~~903 ~~(three months ended June 30, 2011 - $21,600)~~ of exploration costs to companies controlled by various current and former directors and stockholders of the Company.

10. GENERAL BUSINESS RISKS

A significant portion of the Company's assets are located in the Republic of Guinea and Vietnam and changes in the political and economic policies of these governments could have a significant impact upon what business the Company may be able to conduct in these countries and accordingly on the results of its operations and financial condition. The business operations may be ~~negatively~~adversely affected by the current and future political environment in these countries. The governments of the Republic of Guinea and Vietnam exert substantial influence and control over the manner in which the Company must conduct their business activities. The Company’s ability to operate in these countries may be affected by changes in laws and regulations, including those relating to taxation, import and export tariffs, raw materials, environmental regulations, land use rights, exploration properties and other matters.

11. SUBSEQUENT EVENTS

In the third quarter of 2012, the Company issued an additional 27,636,363 shares of common stock to Redwood in exchange for an additional $7,600 of the Frank Brodzik debt assumption by Redwood as discussed in note 8.

In the third quarter of 2012, the Company issued 35,000,000 shares of common stock to Asher in exchange for $16,000 of the AGMC Ltd. debt assumption by Asher as discussed in Note 8.

In the third quarter of 2012, the Company issued 35,650,000 shares of common stock to Atlas in exchange for $713 of accounts payable assumption by Atlas as discussed in Note 8.

On July 11, 2012, the Board amended the Articles of Incorporation of the Company to increase its authorized common shares to unlimited.

On July 5, 2012, the Company reached a settlement with a shareholder for $6,250. Legal costs related to this settlement were $2,750.

F-11

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

This quarterly report on Form 10-Q and other reports filed by Strategic Mining Corp. (the “Company”) from time to time with the SEC contain or may contain forward-looking statements and information that are (collectively, the “Filings”) based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used in the Filings, the words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan,” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks contained in the “Risk Factors” section of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC, relating to the Company’s industry, the Company’s operations and results of operations, and any businesses that the Company may acquire. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions are made. These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of the financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our financial statements would be affected to the extent there are material differences between these estimates and actual results. In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its application. There are also areas in which management’s judgment in selecting any available alternative would not produce a materially different result. The following discussion should be read in conjunction with our consolidated financial statements and notes thereto appearing elsewhere in this report.

Our Business and Plan of Operation

We are an exploration stage mining company engaged in the exploration and development of gold mining properties in the regions of Vietnam and West Africa. We plan to complete further exploration, drilling and mapping on our Siguiri property in Guinea, West Africa. This exploration program, includes goals of completing surface geochemical sampling of termite mounds and non-laterite outcrops by ~~early~~ mid-2013, initiation of a limited drilling program in areas already identified as having significant gold occurrences by ~~late~~early 2012, and performance of at least an airborne electromagnetic geophysical survey of the concession to better target drilling and further geological work in conjunction with sampling results. Performance of all these aspects of this exploration program require adequate funding, which the Company is pursuing through all available avenues. Exploration timing and exact program for the Nat Son property in Vietnam is uncertain until joint venture issues can either be resolved with Ba Dinh or it is clear that no further progress is possible.

Results of Operations

The Company is an exploration stage mining company with no revenues since entering the exploration stage.

Three months ended ~~June~~September 30, 2012 Compared to the Three months ended ~~June~~September 30, 2011

Revenues

~~There~~For ~~were~~the ~~no revenues in either~~ three ~~month~~months ~~period~~ ended ~~June~~September 30, 2012 and ~~June 30~~2011, ~~2011~~the Company had no revenues.

Operating Expenses

Interest expense for the three months ended ~~June~~September 30, 2012 was $415,~~123~~068, as compared to ($3,~~200)~~031 for the three months ended ~~June~~September 30, 2011. This increase was primarily due to a penalty of $36,250 payable on two convertible notes issued to Asher during the first quarter of 2012 which are in default.

Professional fees for the three months ended ~~June~~September 30, 2012 were $4822,~~888~~293, as compared to $322,~~097~~500 for the three months ended ~~June~~September 30, 2011. The increase ~~during~~in ~~the~~professional ~~three~~fees ~~months ended June 30, 2012~~ was primarily due to the Company incurring higher expenses for disclosure and reporting requirements for completion of its securities filings and convertible notes issuances.

Exploration costs for the three months ended ~~June~~September 30, 2012 were $7121,~~312~~294, as compared to $8666,~~469~~552 for the three months ended ~~June~~September 30, 2011. The decrease ~~during~~in ~~the~~exploration ~~three~~costs ~~months ended June 30 2012,~~ was primarily due to a decrease in exploration activity on the Siguiri property in Guinea.

~~Depreciation~~Consulting ~~expense~~fees for the three months ended ~~June~~September 30, 2012 ~~was~~were $~~0.00~~27,776 as compared to $943,~~188~~333 for the three months ended ~~June~~September 30, 2011. The ~~equipment~~consulting ~~was~~fees ~~depreciated~~during in the ~~prior~~three ~~period~~months ~~but~~ended ~~was~~September ~~written~~30 ~~off~~2012 ~~during~~were mainly from the ~~fourth~~consulting ~~quarter~~fees ofaccrued ~~2011~~by Doug Peters ($19,928) and Atlantic Gold Mining Corp. ($7,500).

Consulting fees for the three months ended June 30 2012 were $85,979 as compared to $39,968 for the three months ended June 30 2011. The expenses during the three months ended June 30 2012 were from the consulting fees paid to Doug Peters ($31,690) and Atlantic Gold Mining Corp. ($12,000). The expenses also included advisory and finder’s fees paid to Aegis Capital Corp. for advances from convertible debentures of $10,000. During the three months ended June 30, 2012, the Company issued 30,978,934 commitment shares upon the execution of reserve equity financing agreement with AGS Capital. These shares were included for accounting purposes as part of consulting fees and valued at $0.001 per share.

Net Income (Loss)

~~The~~Net ~~Company incurred a net~~ loss offrom ~~$247,302,~~operations for the three months ended ~~June~~September 30, 2012 was $76,431, as compared to a net loss of $~~164~~115,~~522~~416 for the three months ended ~~June~~September 30, 2011. The ~~increase~~decrease in net loss is primarily attributed to the ~~increase~~decrease in consulting fees and ~~professional~~exploration ~~fees~~expenses ~~related~~as toa ~~the~~result ~~advances on convertible notes and refinancing during the quarter ended June 30, 2012, and the penalty~~ of ~~$36,250~~a ~~payable~~decrease onin ~~two~~exploration ~~convertible~~activity ~~notes~~in ~~issued to Asher during~~ the ~~first~~Siguiri ~~quarter~~property ~~of 2012 which are~~ in ~~default~~Guinea.

~~Six~~Nine months ended ~~June~~September 30, 2012 Compared to the ~~Six~~Nine months ended ~~June~~September 30, 2011

Revenues

~~There~~For ~~were~~the nonine ~~revenues~~months ~~in either six month period~~ ended ~~June~~September 30, 2012 and ~~June 30~~2011, ~~2011~~the Company had no revenues.

Operating Expenses

Interest expense for the ~~six~~nine months ended ~~June~~September 30, 2012 was $4752,~~856~~924, as compared to $47,~~841~~872 for the ~~six~~nine months ended ~~June~~September 30, 2011. This increase was primarily due to a penalty of $36,250 payable on two convertible notes issued to Asher during the first quarter of 2012 which are in default.

Professional fees for the ~~six~~nine months ended ~~June~~September 30, 2012 were $6486,~~450~~743, as compared to $3942,~~774~~274 for the ~~six~~nine months ended ~~June~~September 30, 2011. The increase ~~during~~in ~~the~~professional ~~three~~fees ~~months ended June 30, 2012,~~ was primarily due to the Company incurring higher expenses for disclosure and reporting requirements for completion of its securities filings and convertible notes issuances.

Exploration costs for the ~~six~~nine months ended ~~June~~September 30, 2012 were $~~131~~153,~~771~~065, as compared to $~~155~~195,~~297~~787 for the ~~six~~nine months ended ~~June~~September 30, 2011. The decrease ~~during~~in ~~the~~exploration ~~six~~costs ~~months ended June 30 2012,~~ was a result of ~~less~~a ~~exploration~~decrease ~~activity~~ in ~~Nat~~exploration ~~Son,~~activity ~~Vietnam based~~ on ~~uncertainty surrounding~~ the ~~joint~~Siguiri ~~venture~~property ~~issues~~in ~~with Ba Dinh~~Guinea.

Depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2012 was $0.00, as compared to $18,374 for the ~~six~~nine months ended ~~June~~September 30 2011. The equipment was depreciated in the prior year but was written off during the fourth quarter of 2011.

Consulting fees for the ~~six~~nine months ended ~~June~~September 30 2012 were $~~149~~177,~~806~~582, ~~and~~as compared to $78122,~~801~~134 for the ~~six~~nine months ended ~~June~~September 30 2011. These consulting expenses incurred during the ~~six~~nine months ended ~~June~~September 30, 2012 were primarily from ~~the consulting contracts granted to Ken Baird commencing on May 23, 2011 and ending on November 2, 2011 for $6,000 per month,~~ management consulting fees invoiced by Douglas Peters during this period, and consulting fees invoiced by Atlantic Gold Mining LLC. The consulting fees also included advisory and finder’s fees of $10,000 paid to Aegis Capital Corp. for advances from convertible debentures. During the three months ended ~~June~~March 3031, 2012, the Company issued 30,978,934 commitment shares upon signing of agreement with AGS Capital. These shares were included for accounting purposes as part of consulting fees and valued at $.001 per share.

Net Income (Loss)

~~The~~Net ~~Company incurred a net~~ loss offrom ~~$393,883,~~operations for the ~~six~~nine months ended ~~June~~September 30, 2012 was $470,314, as compared to a net loss of $~~297~~412,~~087~~503 for the ~~six~~nine months ended ~~June~~September 30, 2011. The increase in net loss is primarily attributed to the increase in consulting fees and professional fees related to the advances on convertible notes and refinancing during the ~~six~~nine months ended ~~June~~September 30, 2012 and the penalty of $36,250 payable on two convertible notes issued to Asher during the first quarter of 2012 which are currently in default.

Liquidity and Capital Resources

As of ~~June~~September 30 2012, we had an accumulated deficit of $3,~~101~~178,~~678~~108 and a working capital deficit of $~~875~~900,~~158~~312. For the ~~six~~nine months ended ~~June~~September 30 2012, net cash used in operating activities amounted to $~~167~~198,~~411~~267, as compared to $~~153~~173,~~077~~812 for the ~~six~~nine months ended ~~June~~September 30 2011. The increase in cash used in operating activities was due to increase in consulting fees and professional fees related to the advances on convertible notes and refinancing during the ~~six~~nine months ended ~~June~~September 30, 2012.

As of ~~June~~September 30 2012, we had no material commitments for capital expenditures other than for those expenditures incurred for the exploration operations. Cash flows for investing purposes decreased during the ~~six~~nine months ending ~~June~~September 2030, 2012 compared to ~~June~~September 30, 2011 because no new properties were added to the Company during the latest ~~six~~nine month period. Cash flows from financing activities ~~decreased~~increased slightly during the ~~six~~nine months ending ~~June~~September 2030, 2012 compared to ~~June~~September 30, 2011 based upon available financing sources and types of financing instruments during the latest ~~six~~nine month period.

AWe ~~total~~will ofneed ~~$55,500~~to ~~was~~raise ~~raised~~additional capital through ~~convertible~~equity or debt financing ~~from~~in ~~July~~the 1next twelve months in order to fund our planned operations and repay, ~~2012~~restructure, ~~through~~or ~~August~~refinance 20our debt obligations. Our current operating plans for the next fiscal year are to meet our existing customer commitments, ~~2012~~expand our exploration and engineering capabilities, and continue to develop innovative solutions for ~~company~~our ~~operations~~customers. ~~Also~~ Although we will have to raise additional funds through the issuance of debt and/or equity during the ~~second~~next ~~quarter~~twelve months, there can be no assurance that financing will be available, or if available, that such financing will be upon terms acceptable to us. The process of ~~2012~~initiating a Reserve Equity Financing (the “REF Agreement”) with AGS Capital Corp. (“AGS”), anfor ~~additional~~a total available financing of $365,000,000, commenced in ~~Company~~the ~~debt~~first ~~was~~quarter ~~transferred~~of ~~from~~2012. This ~~previous~~required ~~debt~~issuance ~~holders~~of 2,325,581 in restricted shares of common stock to ~~debt~~AGS ~~assumption~~in ~~companies~~exchange for ~~subsequent~~$20,000 ~~conversion~~ in services to allow for preparation of the related documents and discussions. Additional restricted shares of common stock of 30,978,934 were issued to AGS in the second quarter 2012~~. These~~ ~~debt~~as ~~assumptions~~commitment ~~will~~shares ~~ultimately~~required ~~remove~~under ~~this~~the ~~debt~~REF ~~from~~Agreement. Advances on the ~~Company~~total ~~accounts~~available asfinancing ~~those~~have ~~conversions~~not tobeen ~~shares~~requested pending filing of ~~common~~this ~~stock~~quarterly ~~take~~filing ~~place~~on Form 10-Q for the period ended September 30, 2012.

We will need to raise additional capital through equity or debt financing in the next twelve months in order to fund our planned operations and repay, restructure, or refinance our debt obligations. Our current operating plans for the next fiscal year are to meet our existing customer commitments, expand our exploration and engineering capabilities, and continue to develop innovative solutions for our customers. Although we will have to raise additional funds through the issuance of debt and/or equity during the next twelve months, there can be no assurance that financing will be available, or if available, that such financing will be upon terms acceptable to us. The process of initiating a Reserve Equity Financing (the “REF Agreement”) with AGS Capital Corp. (“AGS”), for a total available financing of $5,000,000, commenced in the first quarter of 2012. This required issuance of 2,325,581 in restricted shares of common stock to AGS in exchange for $20,000 in services to allow for preparation of the related documents and discussions. Additional restricted shares of common stock of 30,978,934 were issued to AGS in the second quarter 2012 as commitment shares required under the REF Agreement. Advances on the total available financing have not been requested pending filing of this quarterly filing on Form 10-Q for the period ended June 30, 2012.

We will need to raise additional capital through equity or debt financing in the next twelve months in order to fund our planned operations and repay, restructure or refinance our debt obligations. Our current operating plans for the next fiscal year are to meet our existing customer commitments, expand our marketing and sales and engineering capabilities, and continue to develop innovative solutions for our customers. Although we will have to raise additional funds through the issuance of debt and/or equity during the next twelve months, there can be no assurance that financing will be available, or if available, that such financing will be upon terms acceptable to us.

Critical Accounting Estimates and Policies

The discussion and analysis of our financial condition and plan of operations is based upon our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities.

On an on-going basis, we evaluate our estimates including, among others, those affecting revenue, the allowance for doubtful accounts, the salability of inventory and the useful lives of tangible and intangible assets. The discussion below is intended as a brief discussion of some of the judgments and uncertainties that can impact the application of these policies and the specific dollar amounts reported on our financial statements. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, the results of which form our basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, or if management made different judgments or utilized different estimates. Many of our estimates or judgments are based on anticipated future events or performance, and as such are forward-looking in nature, and are subject to many risks and uncertainties, including those discussed below and elsewhere in this Registration Statement. We do not undertake any obligation to update or revise this discussion to reflect any future events or circumstances.

Our significant accounting policies are summarized in our Annual Report on Form 10-K for the fiscal year ended December 31, 2011, filed with the SEC on May 15, 2012 and as amended on October 24, 2012. While all these significant accounting policies impact its financial condition and results of operations, the Company views certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on the Company’s consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We do not hold any derivative instruments and do not engage in any hedging activities.

ITEM 4: CONTROLS AND PROCEDURES

(a)	Evaluation of Disclosure Controls and Procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Principal Executive Officer (“PEO”) and Principal Financial Officer (“PFO”), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s PEO and PFO concluded that the Company’s disclosure controls and procedures were not effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, 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 the Company’s management, including the Company’s PEO and PFO, as appropriate, to allow timely decisions regarding required disclosure.

(b)	Changes in Internal Control over Financial Reporting.

There have been no changes in the Company’s internal control over financial reporting during the latest fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Other than as previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on May 15, 2012, we are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

WeOther ~~believe~~than ~~there~~the ~~are~~risk nofactor ~~changes~~below there ~~that~~have ~~constitute~~been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2011, filed with the SEC on May 15, 2012.

Suspension of Trading May Adversely Affect the Liquidity of our Common Stock.

On September 17, 2012, the US Securities and Exchange Commission announced the temporary suspension, pursuant to Section 12(k) of the Securities Exchange Act of 1934, of trading in the securities of the Company(the “Release”). Pursuant to the Release, trading in our securities on the OTC Bulletin Board (“OTCBB”) was suspended from 9:30 a.m. EDT on September 17, 2012 through 11:59 p.m. EDT on September 28, 2012. We are currently reviewing the requirements necessary to permit our stock to resume trading on the OTCBB. There is no assurance as to when or whether our stock will resume trading on the OTCBB. Furthermore, there is no assurance that new cease trade orders will not be issued in the future. Accordingly, we cannot ensure that a trading market will be maintained for our shares and if a market is maintained, we cannot ensure that any level of trading activity will be sustained or that, if sustained, that it constitutes a liquid trading market which allows persons who purchase our common stock to promptly liquidate their investment at any time. Persons who purchase our common stock may have difficulty liquidating their investment because of the lack of a market or the difficulty in maintaining a market for such shares.

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

During the three months ended ~~June~~September 30, 2012, we have issued the following securities which were not registered under the Securities Act. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions not involving a public offering.

On ~~April~~August 1121, ~~April~~August 2028, ~~May~~August 129, ~~May~~August 930, ~~May~~September 164, ~~May~~September 257, ~~June~~September 110, ~~June 5,~~ and ~~June~~September 1814, 2012, the Company issued 820,~~576~~526,~~329~~316, 920,~~297~~000,~~520~~000, 1020,~~389~~000,~~610~~000, 1020,~~416~~000,~~666~~000, 1120,~~428~~000,~~571~~000, 1120,~~363~~000,~~636~~000, 1233,~~272~~000,~~727~~000, and 433,~~895~~000,~~104~~000 shares of its common stock, respectively, to ~~Redwood~~Asher ~~Management~~Enterprises ~~LLC~~Inc. (“~~Redwood~~Asher”). ~~These issuances were~~ pursuant to athat certain convertible promissory note entered into on ~~March~~February 122, 2012, for a total of $~~125~~21,~~600 of this convertible promissory note~~900.

On ~~June~~July 2726, August 1, August 8, 2012, the Company issued 1512,~~384~~500,~~615~~000, 12,500,000, and 10,000,000 shares of its common stock, respectively, to ~~Atlas~~Asher ~~Equity~~Enterprises ~~Offshore Ltd~~Inc. (“~~Atlas~~Asher”)~~. These~~ ~~issuances were~~ pursuant to athat certain convertible promissory note entered into on June 1528, 2012, for a total of $116,000 ~~of this convertible promissory note~~.

On August 2, August 9, August 16, and August 28, 2012, the Company issued 13,090.909, 14,545,454, 9,090,909, and 15,909,090 shares of its common stock, respectively, to Redwood Management LLC (“Redwood”) pursuant to that certain convertible promissory note entered into on March 12, 2012, for a total of $11,350.

On August 9, August 23, September 6, and September 14, 2012, the Company issued 35,650,000, 44,591,994, 58,686,738, and 69,854,000shares of common stock, respectively, to Atlas Equity Offshore Ltd. (“Atlas”) pursuant to that certain convertible promissory note entered into on June 15, 2012, for $2,024.58.

Item 3. Defaults Upon Senior Securities.

As of the date of this Quarterly Report on Form 10-Q, the Company was in default with regard to meeting its payment obligations or with technical provisions of debt agreements in the aggregate principal amount of $7250,~~500~~600. During the quarter ended ~~June~~September 30, 2012, or in the subsequent period through the date of this report, the Company entered into default on the following debt agreements:

● principal amount of $5028,~~000~~100 related to a convertible promissory note entered into during the first quarter of 2012 and matures on November 6, 2012, for failure to file the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 by the SEC deadline;

●	principal amount of $22,500 related to a convertible promissory note entered into during the first quarter of 2012 and matures on December 12, 2012, for failure to file the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011 by the SEC deadline.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~The~~There ~~Company~~is ~~has~~no ~~issued~~other ~~the~~information ~~following~~required ~~securities~~to ~~during~~be ~~the~~disclosed ~~third~~under ~~quarter~~this ofitem ~~2012~~ which ~~were~~was not ~~registered~~previously ~~under the Securities Act~~disclosed. Unless otherwise indicated, all of the share issuances described below were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act for transactions not involving a public offering.

On July 26, August 1, and August 8, 2012, the Company issued 12,500,000, 12,500,000, and 10,000,000 shares of common stock, respectively, to Asher Enterprises Inc. pursuant to a convertible promissory note entered into on June 28, 2012 in the amount of $16,000.

On August 2, August 9, and August 16, 2012, the Company issued 13,090,909, 14,545,454, and 9,090,909 shares of its common stock, respectively, to Redwood pursuant to the convertible promissory note entered into on March 12, 2012, for a total of $9,600 of this convertible promissory note.

On August 9, 2012 the Company issued 35,650,000 shares of common stock to Atlas pursuant to the convertible promissory note entered into on June 15, 2012, for $713 of this convertible promissory note.

Item 6. Exhibits.

Exhibit No.		DESCRIPTION
3.1		Amendment to the Articles of Incorporated filed on July 11, 2012*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*
32.1		Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.2		Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101.INS		XBRL Instance Document**
101.SCH		XBRL Taxonomy Extension Schema Document**
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document**
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document**
101.LAB		XBRL Taxonomy Extension Label Linkbase Document**

*Filed herewith

** Furnished herewith

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	STRATEGIC MINING CORP.
Date: August 20, 2012	By:	/s/ Douglas C. Peters
Date: November 19, 2012	By:	/s/ Douglas C. Peters
		Name: Douglas C. Peters
		Title: President, Chief Executive Officer, Director
Date: August 20, 2012	By:	/s/ Ian Lambert
Date: November 19, 2012	By:	/s/ Ian Lambert
		Name: Ian Lambert
		Title: Chief Financial Officer, Director

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