UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 10-Q

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(Mark One)

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

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011

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

FOR THE TRANSITION PERIOD FROM ___________ TO ___________

Commission file number 001-32904

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BIG BEAR MINING CORP.

(Exact name of registrant as specified in its charter)

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Nevada	20-4350483
(State or other jurisdiction of Incorporation or organization)	(I.R.S. Employer Identification No.)

60 E. Rio Salda Parkway, Suite 900
Tempe, AZ	85281
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number including area code: (480) 253-0323

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§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 ¨

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

Large accelerated filer ¨	Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)	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 ¨ No x

As of November 17, 2011, the registrant had 99,580,000 common shares issued and outstanding.

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

These consolidated financial statements have been prepared by our company without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted in accordance with such SEC rules and regulations. In the opinion of management, the accompanying statements contain all adjustments necessary to present fairly the financial position of our company as of September 30, 2011, and our results of operations, and our cash flows for the three and nine month period ended September 30, 2011 and 2010, and the period from inception through September 30, 2011. The results for these interim periods are not necessarily indicative of the results for the entire year. The accompanying financial statements should be read in conjunction with the financial statements and the notes thereto filed as a part of our company’s Form 10-K.

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

ASSETS
	September 30,			December 31,
	2011			2010
	(Unaudited)

Current assets:
Cash and cash equivalent	$	88,216		$	220,851
Restricted cash		-			54,200
Prepaid expenses		5,730			26,981
Total current assets		93,946			302,032

Equipment, net		1,350			2,445
Mineral properties		730,400			538,000
Total assets	$	825,696		$	842,477

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	33,970		$	8,412
Accounts payable – related party		47,021			109,933
Note payable - related party		5,500			-
Total current liabilities		86,491			118,345

Other liability		23,615			23,615
Total liabilities		110,106			141,960

COMMITMENTS

STOCKHOLDERS' EQUITY
Common stock, $.001 par value, 1,500,000,000 shares authorized, 99,580,000 and 81,890,000 shares issued and outstanding as at September 30, 2011 and December 31, 2010 respectively		99,580			81,890
Additional paid-in-capital		3,627,620			2,666,410
Deficit accumulated during the exploration stage		(3,011,610	)		(2,047,783	)
Total stockholders' equity		715,590			700,517
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	825,696		$	842,477

See accompanying notes to financial statements

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Three and Nine Months Ended September 30, 2011 and 2010

and the Period from April 14, 2005 (Inception) through September 30, 2011

(Unaudited)

	Three Months ended September 30, 2011			Three Months ended September 30, 2010			Nine Months ended September 30, 2011			Nine Months ended September 30, 2010			Inception through September 30, 2011

Expenses:
General and administrative	$	84,583		$	76,275		$	259,099		$	162,427		$	590,956
Consulting and management		51,000			129,132			423,609			296,077			1,198,685
Mineral exploration		209,909			410,428			281,159			427,390			1,222,832
Net loss from operations		(345,492	)		(615,835	)		(963,867	)		(885,894	)		(3,012,473	)
Other income:
Interest income		-			553			40			704			863
Total Other Income		-			553			40			704			863
Net loss	$	(345,492	)	$	(615,282	)	$	(963,827	)	$	(885,190	)	$	(3,011,610	)
Net loss per share:
Basic and diluted	$	(.00	)	$	(.01	)	$	(.01	)	$	(.01	)
Weighted average shares outstanding:
Basic and diluted		91,964,783			107,046,850			86,043,602			73,302,609

See accompanying notes to financial statements

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Nine Months Ended September 30, 2011 and 2010

and the Period from April 14, 2005 (Inception) through September 30, 2011

(Unaudited)

	Nine Months Ended			Nine Months Ended			Inception through
	September 30, 2011			September 30, 2010			September 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(963,827	)	$	(885,190	)	$	(3,011,610	)
Adjustment to reconcile net loss to cash used in operating activities
Shares issued for services		288,500			130,500			797,000
Depreciation expense		1,095			110			1,570
Changes in operating assets and liabilities:
Restricted cash		54,200			-			-
Prepaid expenses		21,251			(31,363	)		(5,730	)
Accounts payable		25,558			(12,290	)		33,970
Accounts payable – related party		(62,912	)		143,417			46,526
Other liability		-						23,615
CASH FLOWS USED IN OPERATING ACTIVITIES		(636,135	)		(654,816	)		(2,114,659	)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of equipment		-			(2,920	)		(2,920	)
Acquisition of mineral properties		(52,000	)		(293,000	)		(345,000	)
CASH FLOWS USED IN INVESTING ACTIVITIES		(52,000	)		(295,920	)		(347,920	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from note payable - related party		5,500			-			5,500
Proceeds from shareholder advance		-			-			495
Proceeds from sale of common stock		550,000			1,450,000			2,544,800
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		555,500			1,450,000			2,550,795

NET CHANGE IN CASH		(132,635	)		499,264			88,216
Cash, beginning of period		220,851			1,317			-
Cash, end of period	$	88,216		$	500,581		$	88,216

SUPPLEMENTAL CASH FLOW INFORMATION
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Shares issued for mineral property acquisition	$	140,400		$	245,000		$	385,400

See accompanying notes to financial statements

BIG BEAR MINING CORP.

(AN EXPLORATION STAGE COMPANY)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2011

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited consolidated interim financial statements of Big Bear Mining Corp. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in the Company's registration statement filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements which would substantially duplicate the disclosure contained in the audited consolidated financial statements for the most recent fiscal year 2010 as reported in Form 10-K, have been omitted.

Certain 2010 balances have been reclassified to conform to 2011 presentation.

NOTE 2 – RESTRICTED CASH

Restricted cash of $54,200 as of December 31, 2010 consists of cash deposited by the Company with the Department of Environmental Quality of the State of Wyoming as reclamation cash bond. The full amount of $54,200 was repaid to the Company on March 1, 2011 when the cash bond was replaced by a surety bond.

NOTE 3 – MINERAL RIGHTS

Red Lake Properties, Ontario, Canada

Rubicon Option Agreement

Effective April 1, 2010, the Company entered into a property purchase option agreement (the “Rubicon Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”) for the right and option to acquire from Rubicon up to 100% interest in a total of 14 mining claims (the “Rubicon Claims”) in the Red Lake Mining Division of Northwestern Ontario, Canada. Considerations for the 100% interest are as follows:

-	Initial cash payment of $20,000 (paid);
-	Cash payment of $15,000 (paid) and issuance of common shares of the Company valued at $30,000 on April 1, 2011 (333,333 shares approved for issuance on April 5, 2011, valued at $0.09 per share which was the closing trading price on March 31, 2011);

-	Cash payment of $20,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2012;
-	Cash payment of $25,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2013; and

-	Cash payment of $30,000 on April 1, 2014.

In accordance with the Rubicon Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000. The Rubicon Option Agreement is in good standing as of September 30, 2011 and the date of this filing.

Sol d’or Option Agreement

Effective April 11, 2010, the Company entered into a property purchase option agreement (the “Sol d’or Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”), whereby the Company is entitled to acquire from Rubicon up to 100% interest in nine claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $16,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $15,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 11, 2011 (approved for issuance on April 11, 2011, valued at $2,000);

-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2012;
-	Cash payment of $25,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2013; and

-	Cash payment of $35,000 on April 11, 2014.

In accordance with the Sol d’or Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000. The Sol d’or Option Agreement is in good standing as at September 30, 2011 and the date of this filing.

Stevens Lake Option Agreement

Effective April 13, 2010, the Company entered into a property purchase option agreement (the “Stevens Lake Option Agreement”) with Rubicon Minerals Corp. (“Rubicon”), whereby the Company is entitled to acquire up to 100% interest in three claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the Property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $7,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $12,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 13, 2011 (approved for issuance on May 5, 2011, valued at $1,400);

-	Cash payment of $15,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2012;
-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2013; and

-	Cash payment of $30,000 on April 13, 2014.

In accordance with the Stevens Lake Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000. The Stevens Lake Option Agreement is in good standing as at September 30, 2011 and the date of this filing.

The Company must meet the following work commitments on the Red Lake properties each year:

Claims	Amount
Rubicon Claims	$	56,400
Sol d'or Claims		41,200
Stevens Lake Claims		9,600
Total	$	107,200

From April 1, 2010 (inception of the first Red Lake option agreement) to September 30, 2011, the Company incurred total exploration costs of $181,346 on the three Red Lake mineral interests, which met the work commitments required by the government of Ontario.

Rattlesnake Property, Wyoming, USA

Rattlesnake Hills Option Agreement

Effective August 2, 2010 the Company entered into a property purchase option agreement (the “Rattlesnake Hills Option Agreement”) with John Glasscock, a director of the Company, whereby the Company is entitled to acquire up to 100% interest in 452 mineral claims located in Natrona County, Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Initial cash payment of $250,000 (paid);
-	Issuance of 1,000,000 shares of the Company’s common stock within 30 days of the agreement (issued);

-	Issuance of second 1,000,000 shares of the Company’s common stock on or before the first anniversary of the agreement (approved for issuance on August 11, 2011, valued at $67,000)
-	Issuance of third 1,000,000 shares of the Company’s common stock on or before the second anniversary of the agreement;

-	Payments for all property costs which include annual lease payments estimated at $63,000 required by the State of Wyoming (2010 payments were made).

In accordance with the Rattlesnake Hills Option Agreement, Mr. Glasscock retains a royalty of 2% of the net smelter returns, 50% of which the Company has the option to purchase with cash payment of $1,000,000.

The work commitment on Rattlesnake Hills Property in accordance with the Option Agreement is $800,000 during the first year, $1,200,000 by August 2, 2012 and $1,600,000 by August 2, 2013. The terms for the work commitment were amended on July 19, 2011, whereby the second year’s work commitment of $1,200,000 was extended by 90 days to October 31, 2012, and the first year commitment was reduced to $652,724. In relation with the amendment 1,500,000 shares of the Company’s common stock were authorized for issuance to Mr. Glasscock on August 11, 2011, with a fair value of $100,500.

The Rattlesnake Hills Option Agreement is in good standing as at September 30, 2011 and the date of this filing.

From August 2, 2010 (inception of the Rattlesnake Option Agreement) to September 30, 2011, the Company incurred total exploration costs of $946,265 on the Rattlesnake mineral interest.

The Company has recorded a liability for the estimated reclamation costs from the initial work performed on the Rattlesnake property. The liability was estimated to be $23,615 at September 30, 2011 and December 30, 2010.

Lewiston Property, Wyoming, USA

Effective May 10, 2011, the Company entered into a property purchase option agreement (the “Lewiston Property Option Agreement”) with Golden Predator Mines US Inc. (“GPMUS”), a private Nevada corporation, whereby the Company is entitled to acquire 100% interest in mineral claims located in the Lewiston Mining District, Fremont Co., Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Cash payments of $200,000 as follows:

o	$40,000 by March 29, 2012 ($10,000 paid as non-refundable deposit):
o	$40,000 by March 29, 2013;
o	$40,000 by March 29, 2014;

o	$80,000 by March 29, 2015;

Issuance of 1,100,000 shares of the Company’s common stock as follows:

500,000 shares by May 15, 2011 (approved for issuance on May 9, 2011, valued at $40,000)

o	200,000 shares by each of March 29, 2012, 2013 and 2014;

Incur exploration expenditures of $1,000,000 as follows:

$100,000 by March 29, 2012;

o	$200,000 by March 29, 2013;
o	$500,000 by March 29, 2014;

o	$200,000 by March 29, 2015;

In addition to above consideration, pursuant to the option agreement the Company will make payments for all taxes and mining claims fees and other charges required to maintain the Lewiston Property in good standing. Annual property taxes are estimated to be $102,000 and annual lease payments are estimated to be $17,500.

Upon conveyance of the Lewiston claims, GPMUS will retain an incremental sliding scale interest in net smelter returns of 3% to 5%, which will be contingent upon the price of gold.

NOTE 4 – RELATED PARTY TRANSACTIONS

During the nine months ended September 30, 2011, the Company paid management fees of $80,000 to the President of the Company, incurred management fees of $63,000 to the Company’s Vice President of Exploration, management fees of $21,000 each to two directors of the Company, and $42,000 to a director and the CFO of the Company, respectively. At September 30, 2011, the Company had a balance of $13,000 owed to the directors.

During the nine months ended September 30, 2011, the Company incurred $41,545 of geological consulting fees, travel costs to the Company’s mining sites, field supplies and other exploration related costs to a private company of which a director of the Company is a principal. At September 30, 2011, the Company had a balance of $33,921 owed to this private company.

Related party transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties. Amounts due to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

NOTE 5 - COMMON STOCK

In January 2010, the Company received $50,000 as subscription for private placement of 250,000 shares of the Company’s common stock at $0.20 per share. The related common shares were issued on May 5, 2011.

On June 21, 2011, the Company renewed its consulting agreement with VISTA Partners LLC, and issued 1,500,000 shares of the Company’s common stock as consideration in accordance with the consulting agreement. The shares were valued at $120,000 based on the closing price of the Company’s stock on June 21, 2011. The Company must pay a $25,000 expense allowance within 60 days, and continued monthly payments of $10,000. The agreement has a six month term, and renews automatically unless cancelled by either party 30 days before expiration. In the event of renewal, the Company must issue an additional 2,000,000 shares to the consultant.

In March 2011, the Company entered into a financing agreement with Intosh Services Limited. The agreement allowed for up to $500,000 of common stock at $0.15 per share to be purchased by Intosh through March 31, 2011. On April 6, 2011 the Company issued 1,666,667 shares for gross proceeds of $250,000.

In July 2011, the Company issued 500,000 shares of common stock to MidSouth Capital as part of the agreement in Note 6, valued at $40,000.

In August 2011, the Company issued 10,000,000 shares of common stock to Southern Legacy Minerals for cash proceeds of $300,000.

On August 24, 2011, the Company issued 400,000 shares of common stock to four directors of the company for past services, valued at $28,000.

On August 24, 2011, Southern Legacy Minerals, Inc. (“Southern Legacy”) purchased a total 22,000,000 shares of our common stock from Steve Rix, our former director and officer, in a private transaction for $125,000. The funds used for this share purchase were Southern Legacy’s funds. Southern Legacy now owns 32.1% of our company’s issued and outstanding shares of common stock.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

On July 28, 2011, the Company signed an engagement letter with MidSouth Capital Inc. (“MidSouth”) whereby MidSouth assists the Company in raising equity financing for the following consideration:

-	Issue 500,000 shares of the Company’s common stock five business days after the execution of the engagement letter, with the related shares issued on July 29, 2011;
-	10% of the capital raised by MidSouth for the Company; and

-	Issue 100,000 shares of the Company’s common stock per every $100,000 cash raised for the period of two years.

The agreement is for a twelve-month initial period with the Company's option to renew for an additional six months.

NOTE 7 – SUBSEQUENT EVENTS

On November 1, 2011, the Company agreed to a debt settlement with WL Macdonald Law Corporation by which the Company will issue 233,631 shares of common stock with a fair value of approximately $7,000.

Item2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "common stock" refer to the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our", and "our company" mean Big Bear Mining Corp., unless otherwise indicated.

General Overview

We were incorporated in the State of Nevada on April 14, 2005. At inception, we were an exploration stage company engaged in the acquisition, exploration and development of mineral properties. In December 2005, Mr. Aaron Hall, our former president, acquired a mineral claim known as the Holy Cross Property which comprised 500 hectares located 145 kilometers west of Prince George, British Columbia, Canada. Mr. Hall, as a licensed free miner, staked the claims on our behalf. On February 20, 2006, we reimbursed Mr. Hall $1,000 for the Holy Cross Property. Based on the information available to us, we determined that the Holy Cross Property did not, in all likelihood, contain a commercially viable mineral deposit, and we therefore abandoned any further exploration on the property.

As a result, we investigated several other business opportunities to enhance shareholder value.

Effective April 1, 2010, we entered into a property purchase option agreement (the “Rubicon Option Agreement”) with Perry English for Rubicon Minerals Corp. (“Rubicon”) for the right and option to acquire from Rubicon up to 100% interest in a total of 14 mining claims (the “Rubicon Claims”) in the Red Lake Mining Division of Northwestern Ontario, Canada. Considerations for the 100% interest are as follows:

-	Initial cash payment of $20,000 (paid);
-	Cash payment of $15,000 (paid) and issuance of common shares of the Company valued at $30,000 on April 1, 2011 (333,333 shares approved for issuance on April 5, 2011, value at $0.09 per share which was the closing trading price on March 31, 2011);

-	Cash payment of $20,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2012;
-	Cash payment of $25,000 and issuance of common shares of the Company valued at $30,000 on April 1, 2013; and

-	Cash payment of $30,000 on April 1, 2014.

In accordance with the Rubicon Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which our company has the option to purchase with cash payment of $1,000,000. The work commitment on the Rubicon claims is $56,400 per year.

On March 31, 2010, we entered into a financing agreement with Intosh Services Limited, whereby we had the right to request Intosh to purchase up to $1,400,000 of our securities until March 31, 2011, unless extended by either our company or Intosh for an additional twelve (12) months. The financing agreement was not extended with Intosh.

Under the terms of the agreement, we had the right to from time to time request a purchase from Intosh up to $200,000 (each, an "Advance") per request for operating expenses, acquisitions, working capital and general corporate activities. Following receipt of any Advance, we were required to issue shares of our common stock at $0.70 per share.

As of September 30, 2010, in accordance with the financing agreement our company received Advances of $1,400,000 for which the shares were issued on September 7, 2010.

Effective April 11, 2010, we entered into a property purchase option agreement (the “Sol d’or Option Agreement”) with Perry English for Rubicon, whereby we are entitled to acquire from Rubicon up to 100% interest in nine claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $16,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $15,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 11, 2011 (approved for issuance on April 11, 2011, valued at $2,000);

-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2012;
-	Cash payment of $25,000 and issuance of 20,000 shares of the Company’s common stock on April 11, 2013; and

-	Cash payment of $35,000 on April 11, 2014.

In accordance with the Sol d’or Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000. The work commitment on the Sol d’or property is $41,700 per year.

Effective April 13, 2010, we entered into a property purchase option agreement (the “Stevens Lake Option Agreement”) with Perry English for Rubicon, whereby we are entitled to acquire up to 100% interest in three claims in the Birch/Uchi portion of the Red Lake Mining Division of Northwestern Ontario, Canada, and to participate in the further exploration and development of the property. Considerations for the 100% interest in the nine claims are as follows:

-	Initial cash payment of $7,000 (paid) and issuance of 20,000 shares of the Company’s common stock (issued);
-	Cash payment of $12,000 (paid) and issuance of 20,000 shares of the Company’s common stock on April 13, 2011 (approved for issuance on May 5, 2011, valued at $1,400);

-	Cash payment of $15,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2012;
-	Cash payment of $20,000 and issuance of 20,000 shares of the Company’s common stock on April 13, 2013; and

-	Cash payment of $30,000 on April 13, 2014.

In accordance with the Stevens Lake Option Agreement, Rubicon retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000. The work commitment for the Stevens Lake property is $9,600 per year.

Effective August 2, 2010, the Company entered into a property purchase option agreement (the “Rattlesnake Hills Option Agreement”) with John Glasscock, a director of the Company, whereby the Company is entitled to acquire up to 100% interest in 452 mineral claims located in Natrona County, Wyoming. Considerations for the 100% interest in the claims are as follows:

-	Initial cash payment of $250,000 (paid);
-	Issuance of 1,000,000 shares of the Company’s common stock within 30 days of the agreement (issued);

-	Issuance of second 1,000,000 shares of the Company’s common stock on or before the first anniversary of the agreement (approved for issuance on August 11, 2011, valued at $67,000);
-	Issuance of third 1,000,000 shares of the Company’s common stock on or before the second anniversary of the agreement;

-	Payments for all property costs which include annual lease payments estimated at $63,000 required by the State of Wyoming (2010 payments were made).

In accordance with the Rattlesnake Hills Option Agreement, Mr. Glasscock retains a royalty of 2% of the net smelter returns, 50% of which we have the option to purchase with cash payment of $1,000,000.

The work commitment on Rattlesnake Hills property in accordance with the option agreement is $800,000 during the first year, $1,200,000 during the second year and $1,600,000 during the third year. The terms for the work commitment were amended on July 19, 2011, whereby the second year’s work commitment of $1,200,000 was extended by 90 days to October 31, 2012, and the first year commitment was reduced to $652,724. In relation to the amendment 1,500,000 shares of the Company’s common stock were approved for issuance to Mr. Glasscock on August 11, 2011, valued at $100,500.

On July 20, 2010, we issued 450,000 common shares to Vista Partners LLC pursuant to our letter agreement with Vista Partners LLC dated June 10, 2010. On December 16, 2010 upon renewal of the consulting agreement with Vista we issued another 450,000 shares of our company’s common stock. On June 21, 2011, upon another renewal of the consulting agreement with Vista, we issued another 1,500,000 shares of our company’s common stock. The securities issued under the letter agreement have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements. These shares were issued pursuant to an exemption from registration in Section 4(2) of the Securities Act of 1933.

Effective March 30, 2011, we entered into a financing agreement with Intosh Services Limited, whereby we had the right to request Intosh to purchase up to $500,000 of our common stock at $0.15 per share. As of September 30, 2011, we have received $250,000 for 1,666,667 shares. The related shares were issued on April 6, 2011.

Effective March 29, 2011, we entered into a letter of intent for a property purchase option agreement (the “Lewiston Property Option Agreement”) with Golden Predator Mines US Inc. (“GPMUS”), a private Nevada corporation, whereby our company is entitled to acquire 100% interest in mineral claims located in the Lewiston Mining District, Fremont Co., Wyoming. The agreement provides our company a period of 45 days to conduct due diligence. Upon completion of due diligence, our company, at its sole discretion, has the option to either relinquish or exercise its purchase option. On May 10, 2011 our company completed its due diligence and elected to exercise its purchase option. Considerations for the 100% interest in the claims are as follows:

Cash payments of $200,000 as follows:

·	$40,000 by March 29, 2012 ($10,000 paid on April 14, 2011 as non-refundable deposit within five business days from the Effective Date);

·	$40,000 by March 29, 2013;

·	$40,000 by March 29, 2014;

·	$80,000 by March 29, 2015;

Issuance of 1,100,000 shares of the Company’s common stock as follows:

·	500,000 shares by May 15, 2011 (approved for issuance on May 9, 2011, valued at $40,000)

·	200,000 shares by each of March 29, 2012, 2013 and 2014;

-	Incur exploration expenditures of $1,000,000 as follows:

·	$100,000 by March 29, 2012;

·	$200,000 by March 29, 2013;

·	$500,000 by March 29, 2014;

·	$200,000 by March 29, 2015.

In addition to above consideration, as required by the option agreement, we will make payments for all taxes and mining claims fees and other charges required to maintain the Lewiston Property in good standing. Annual property taxes are estimated to be $102,000 and annual lease payments are estimated to be $17,500.

Upon conveyance of the Lewiston claims, GPMUS will retain an incremental sliding scale interest in net smelter returns of 3% to 5%, which will be contingent upon the price of gold.

On July 28, 2011, the Company signed an engagement letter with MidSouth Capital Inc. (“MidSouth”) whereby MidSouth assists the Company in raising equity financing for the following consideration:

-	Issue 500,000 shares of the Company’s common stock five business days after the execution of the engagement letter, with the related shares issued on July 29, 2011;
-	10% of the capital raised by MidSouth for the Company; and

-	Issue 100,000 shares of the Company’s common stock per every $100,000 cash raised for the period of two years.

The agreement is for a twelve-month initial period with an option to renew for an additional six months.

On August 24, 2011, Southern Legacy Minerals, Inc. (“Southern Legacy”), purchased a total 22,000,000 shares of our common stock from Steve Rix, our former director and officer, in a private transaction for $125,000. The funds used for this share purchase were Southern Legacy’s funds. Southern Legacy now owns 32.1% of our company’s issued and outstanding shares of common stock.

Our Current Business

We are an exploration stage company engaged in the acquisition and exploration of mineral interests and resource properties in North America. We maintain our statutory registered agent's office at 1859 Whitney Mesa Drive, Henderson, Nevada 89014 and our business office is located at 60 E Rio Salado Parkway, Suite 900, Tempe, Arizona 85281.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Since we are an exploration stage company, there is no assurance that a commercially viable mineral reserve exists on any of our current or future properties, To date, we do not know if an economically viable mineral reserve exists on our property and there is no assurance that we will discover one. Even if we do eventually discover a mineral reserve on our property, there can be no assurance that we will be able to develop our property into a producing mine and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

We appointed Billiken Management to perform compilation work on all our claims in Western Ontario.

Our current operational focus is to complete the terms of the Rattlesnake Hills option agreement, Rubicon option agreement, the Sol D’or option agreement, the Stevens Lake option agreement and the Lewiston option agreement, conduct exploration activities on each of the properties and seek to acquire additional mineral interests in resource properties.

Results of Operations

Three Month Summary ended September 30, 2011 and 2010

	Three Months Ended September 30,
	2011			2010
Revenue	$	-		$	-
Operating Expenses	$	345,492		$	615,835
Interest Income	$	-		$	553
Net Loss	$	(345,492	)	$	(615,282	)

Expenses

Our total expenses for the three month periods ended September 30, 2011 and 2010 are outlined in the table below:

	Three Months Ended September 30,
	2011		2010
General and administrative	$	84,583	$	76,275
Consulting and management	$	51,000	$	129,132
Mineral exploration	$	209,909	$	410,428

Expenses for the three months ended September 30, 2011 decreased by $270,343 from the comparative period in 2010 primarily as a result of a decrease in consulting and management fees and a decrease in mineral exploration.

Nine Month Summary ended September 30, 2011 and 2010

	Nine Months Ended September 30,
	2011			2010
Revenue	$	-		$	-
Operating Expenses	$	963,867		$	885,894
Interest Income	$	40		$	704
Net Loss	$	(963,827	)	$	(885,190	)

Expenses

Our total expenses for the nine month periods ended September 30, 2011 and 2010 are outlined in the table below:

	Nine Months Ended September 30,
	2011		2010
General and administrative	$	259,099	$	162,427
Consulting and management	$	423,609	$	296,077
Mineral exploration	$	281,159	$	427,390

Expenses for the nine months ended September 30, 2011 were increased $77,973 with the comparative period in 2010 primarily as a result of an increase in consulting and management fees and general and administrative offset by a decrease in mineral exploration.

Revenue

We have not earned any revenues since our inception and we do not anticipate earning revenues in the upcoming quarter.

Equity Compensation

We currently do not have any stock option or equity compensation plans or arrangements.

Liquidity and Financial Condition

Working Capital

	September 30, 2011		December 31, 2010		Increase (Decrease)
Current Assets	$	93,946	$	302,032	$	(208,086)
Current Liabilities	$	86,491	$	118,345	$	(31,854)
Working Capital	$	7,455	$	183,687	$	(176,232)

Cash Flows

	Nine Months Ended September 30,
	2011			2010
Cash Used in Operating Activities	$	(636,135	)	$	(654,816	)
Cash Used in Investing Activities	$	(52,000)		$	(295,920	)
Cash Provided by Financing Activities	$	555,500		$	1,450,000
Net Increase (Decrease) in Cash During the Period	$	(132,635)		$	499,264

Cash Requirements

We intend to expand exploration activities on our newly optioned properties over the next twelve months. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

Estimated Funding Required During the Next 12 Months
Expenditures	Amount
General and administrative	$	590,000
Payments per mineral property option agreements		72,000
Exploration costs		1,200,000
Mining claim maintenance		63,000
Total	$	1,925,000
Cash on hand, September 30, 2011	$	88,216

We are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

We will require additional financing in order to enable us to proceed with our plan of operations, as outlined above, including approximately $1,925,000 over the next 12 months to pay for our ongoing expenditures. These expenses include general and administrative, exploration costs, property payments and future property acquisitions. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable. We need to raise additional funds in the immediate future in order to proceed with our budgeted expenses.

Effective March 31, 2010, we entered into a financing agreement with Intosh Services Limited, whereby we had the right to request Intosh to purchase up to $1,400,000 of our securities until March 31, 2011, unless extended by either our company or Intosh for an additional 12 months. Under the terms of the financing agreement, we could from time to time request a purchase from Intosh of up to $200,000 per request to fund our company’s operating expenses, acquisitions, working capital and general corporate activities. Following receipt of any advance, we would issue Intosh common stocks of our company at $0.70 per share. Through March 31, 2011, we have requested and received Advances from Intosh in the aggregate amount of $1,400,000, for which the 2,000,000 shares of our common stock were issued on September 7, 2010, when we filed a Form 8-K under Item 3.02 disclosing the number of shares issued and the price for such shares. Any sale and issuance of shares to Intosh were conducted in reliance upon an exemption from registration under the Securities Act of 1933, as amended, afforded by Regulation S promulgated thereunder. The financing agreement was not extended with Intosh.

Effective March 30, 2011, we entered into a financing agreement with Intosh Services Limited, which allowed for up to $500,000 of common stock at $0.15 per share to be purchased by Intosh through March 31, 2011. Our company received $250,000 for 1,666,667 shares. The related shares were issued on April 6, 2011.

Contractual Obligations

As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

Going Concern

The accompanying financial statements have been prepared assuming that our company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of September 30, 2011, our company had working capital of $7,455 and an accumulated deficit of $3,011,610. Our company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.

The ability of our company to emerge from the exploration stage is dependent upon, among other things, obtaining additional financing to continue operations, and development of its business plan.

These factors, among others, raise substantial doubt about our company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Please refer to our Form 10-K for the year ended December 31, 2010 filed with the SEC for our critical accounting policies, from which there has been no change as of the date of this file.

Recent Accounting Pronouncements

During the period ended September 30, 2011, and subsequently, the Financial Accounting Standards Board (“FASB”) has issued a number of financial accounting standards, none of which did or are expected to have a material impact on our company’s results of operations, financial position, or cash flows.

Item 3. Quantitative Disclosures about Market Risks

As a “smaller reporting company”, we are not required to provide the information required by this Item.

Item4. Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer) and our chief financial officer (our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during our quarter ended September 30, 2011 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item1. Legal Proceedings

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors

Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations. While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

Such estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

Our common shares are considered speculative during the development of our new business operations. Prospective investors should consider carefully the risk factors set out below.

We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.

Our independent registered public accounting firm’s report to our audited financial statements for the year ended December 31, 2010 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

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

If we do not obtain additional financing, our business will fail.

Our current operating funds are less than necessary to complete all intended exploration of the properties, and therefore we will need to obtain additional financing in order to complete our business plan. As of September 30, 2011 we had cash in the amount of $88,216. We currently have minimal operations and we have no income.

Our business plan calls for significant expenses in connection with the exploration of our properties. We do not currently have sufficient funds to conduct initial exploration on the property and will require additional financing in order to determine whether the property contains economic mineralization. We will also require additional financing if the costs of the exploration of the property are greater than anticipated.

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

Because we have commenced limited business operations, we face a high risk of business failure.

We began exploration on our properties in the summer of 2010. Accordingly, we have no way to evaluate the likelihood that our business will be successful. We were incorporated on April 14, 2005 and have been involved primarily in organizational activities and the acquisition of our mineral properties. We have not earned any revenues as of the date of this report.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We lack an operating history and we expect to have losses in the future.

We have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

·	Our ability to locate a profitable mineral property;

·	Our ability to generate revenues; and

·	Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

We have no known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable. Even if we are successful in discovering gold or other mineralized material we may not be able to realize a profit from its sale. If we cannot make a profit, we may have to cease operations.

We have no known ore reserves. We have not identified any gold on the mineral claims and we cannot guarantee that we will ever find any gold. The report we reviewed in selecting the mineral claims for exploration are old and may be out of date. Even if we find that there is gold on our mineral claims, we cannot guarantee that we will be able to recover the gold. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our mineral claims may contain mineralized material. If we do not find mineralized material, we will cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.

There are several governmental regulations that materially restrict mineral property exploration and development. Under Ontario mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the mineral claims, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of gold exist on our properties Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

We have no known ore reserves and we cannot guarantee we will find any gold or if we find gold, that production will be profitable.

We have no known ore reserves. We have not identified any gold on the property and we cannot guarantee that we will ever find any gold. We did not rely upon any expert advice in selecting the property for the exploration. Even if we find that there is gold on our property, we cannot guarantee that we will be able to recover the gold. Even if we recover the gold, we cannot guarantee that we will make a profit. If we cannot find gold or it is not economical to recover the gold, we will have to cease operations.

Rain and snow may make the road leading to our properties impassable. This will delay our proposed exploration operations and could prevent us from working.

While we plan to conduct our exploration year round, it is possible that snow or rain could cause roads leading to our claims to be impassable. When roads are impassable, we are unable to work.

Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these 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 agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

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

From July 1, 2011 to September 30, 2011, we made the following sales of unregistered securities for which we did not file a Form 8-K:

During July 2011, the Company issued 500,000 shares of the Company’s common stock to Midsouth Capital, Inc. as consideration for assisting the Company in obtaining equity financing. The securities have not been registered under the Securities Act of 1933 and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from the registration requirements. These shares were issued pursuant to an exemption from registration in section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. [Removed and Reserved]

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibit Number	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our SB-2 Registration Statement filed March 17, 2006).
3.2	Bylaws (incorporated by reference from our SB-2 Registration Statement filed March 17, 2006).
3.3	Certificate of Change (incorporated by reference from our Current Report on Form 8-K filed March 1, 2010)
(10)	Material Contracts
10.1	Sol d’or Purchase Option Agreement between our company and Perry Vern English for Rubicon Minerals Corp., dated, April 14, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 23, 2010)
10.2	Stevens Lake Purchase Option Agreement between our company and Perry Vern English for Rubicon Minerals Corp., dated, April 19, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 23, 2010)
10.3	Purchase Option Agreement between our company and Perry English for Rubicon Minerals Corp., dated, April 1, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 8, 2010)
10.4	Share Cancellation/Return to Treasury Agreement between our company and Aaron Hall dated April 27, 2010 (incorporated by reference from our Current Report on Form 8-K filed April 30, 2010)
10.5	Rattlesnake Hills Option Agreement between our company and John Glasscock dated August 2, 2010 (incorporated by reference from our Current Report on Form 8-K filed August 12, 2010).
10.6	Purchase Option Agreement between our company and John Glasscock, dated August 2, 2010 (incorporated by reference from our Current Report on Form 8-K filed September 23, 2010).
10.7*	Consulting Agreement between our company and Vista Partners LLC dated June 1, 2011.
10.8*	Financing Agreement between our company and Intosh Services Limited dated effective March 30, 2011.
10.9*	Lewiston Property Option Agreement between our company and Golden Predator Mines US Inc. dated March 29, 2011.
(31)	Rule 13a-14(d)/15d-14(d) Certifications
31.1*	Section 302 Certification of Principal Executive Officer.
31.2*	Section 302 Certification of Principal Financial Officer and Principal Accounting Officer.
(32)	Section 1350 Certifications
32.1*	Section 906 Certification of Principal Executive Officer.
32.2*	Section 906 Certification of Principal Financial Officer and Principal Accounting Officer.

* Filed herewith

SIGNATURES

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

	BIG BEAR MINING CORP.
	(Registrant)

Dated: November 21, 2011	/s/ James G. Baughman
	James G. Baughman
	President, Treasurer, Secretary and Director
	(Principal Executive Officer)

Dated: November 21, 2011	/s/ John Ryan John Ryan Chief Financial Officer and Director
	(Principal Financial Officer and Principal Accounting Officer)

Big Bear Mining Corp. 10-Q