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

FORM 10-K

x
ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2011

o
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____ TO ____
 
Commission file number:                    0-27355
 
CIGMA METALS CORPORATION
(Exact Name of registrant as specified in its charter)

Florida
 
98-0203244
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
     
Calle/ Zurbano 46, 2C, Madrid, Spain
 
28010
(Address of principal executive offices)
 
(Zip Code)

(+34) 91 4516157
Registrant’s telephone number, including area code

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

None

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

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act of 1933 (the “Securities Act”). 
o Yes x No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
o Yes x No

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
o Yes x No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
o Yes x No
 


 
 

 
 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer: o   Accelerated Filer: o
Non-accelerated filer: o (Do not check if a smaller reporting company)   Smaller reporting company: x
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
o Yes x No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: $5,041,000 as of June 30, 2011 ($12,552,090 as of June 30, 2010).

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 59,500,000 shares of common stock were outstanding as of October 31, 2012.

Documents incorporated by reference: None
 
 
2

 
 
 
Part I
   
     
Item 1.
4
Item 1A
8
Item 1B
14
Item 2
14
Item 3
22
Item 4
22
     
PART II
   
     
Item 5
23
Item 6
24
Item 7
25
Item 7A
31
Item 8
31
Item 9
31
Item 9A
31
Item 9B
33
     
PART III
   
     
Item 10
34
Item 11
39
Item 12
42
Item 13
43
Item 14
43
     
PART IV
   
     
Item 15
44
     
 
46
 
 
3

 
PART I
BUSINESS

Forward-Looking Statements

Except for the historical information presented in this document, the matters discussed in this Form 10-K for the fiscal year ended December 31, 2011, contain forward-looking statements which involve assumptions and our future plans, strategies, and expectations. These statements are generally identified by the use of words such as “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project,” or the negative of these words or other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

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

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

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

Item 1.

Business Development

We were incorporated under the laws of the State of Florida on January 13, 1989, as “Cigma Ventures Corporation.” On April 17, 1999, we changed our name to “Cigma Metals Corporation” and are in the business of locating, acquiring, exploring and, if warranted, developing mineral properties.

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

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our continued operations and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of our interest in the underlying properties, our ability to obtain necessary financing to complete the development and upon future profitable production.
 
 
4

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

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

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

Our Principal Products and Their Markets

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

We are currently concentrating our property exploration activity on our interest located in Mexico.

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

Significant Developments in Fiscal 2011 and Subsequent Events

For the year ended December 31, 2011, we recorded exploration expenses of $4,000 compared to $100,000 in fiscal 2010. The following is a breakdown of the exploration expenses by property: Republic of Kazakhstan $0 (2010 - $100,000) and Mexico $4,000 (2010 - $0).

On March 9, 2010, we signed a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora II (title No. 235480) mining concession located in the State of Guerrero, Mexico, to us, in consideration for $150,000 and 1,000,000 shares of our common stock. The transactions were recorded at the exchange amount, being the trading price per published rates. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Property. On June 11, 2010, our wholly-owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed an assignment agreement for the Aurora II mining concession between Alphamin’s wholly owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

On August 1, 2012, we signed a property purchase agreement with Alphamin regarding the sale and transfer by Alphamin of a 100% interest in the Aurora (title No. 238662), Aurora Fraccion 1 (title No. 238663), La Huerta (title No. 231940), La Pastoria (title No. 232204), and Lupita (title No. 232725) mining concessions located in the State of Guerrero, Mexico, to us, in consideration for MXN $20,000. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Aurora and Aurora Fraccion mining concessions.
 
 
5

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

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

Distribution Methods of Our Products and Services

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

Status of Any Publicly Announced New Product or Service

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

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

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

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

Competition and Mineral Prices

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

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

As a mineral exploration company, we do not require sources of raw materials and do not have principal suppliers in the way which applies to manufacturing companies. Our raw materials are, in effect, mineral exploration properties which we may stake or acquire from third parties. Our management team seeks to assemble a portfolio of quality mineral exploration properties in Mexico. Initially, we will operate in the field with our president, Technical director and various consultants on an as needed basis. This will enable us to assemble a portfolio of properties through grass roots exploration and staking. We will also acquire new properties through option agreements where new properties can be acquired on favorable terms.
 
 
6

 
Dependence on One or a Few Major Customers

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

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

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

Need for Government Approval of Principal Products or Services

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

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

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

Effect of Existing or Probable Governmental Regulations on Our Business.

Mexico

Legislation Affecting Mining

The Mining Law, originally published in 1992 and amended in 1996, 2005 and 2006, is the primary legislation governing mining activities in Mexico. Other significant legislation applicable to mining operations in Mexico includes the regulations to the Mining Law, the Federal Law of Waters, the Federal Labor Law, the Federal Law of Fire Arms and Explosives, the General Law on Ecological Balance and Environmental Protection and regulations, and the Federal Law on Metrology and Standards.

The Concession System

Under Mexican law, mineral resources are property of the Mexican republic, and a mining concession, granted by the Executive branch of the federal government, is required for the exploration, exploitation and processing of mineral resources. Mining concessions may only be granted to Mexican individuals domiciled in Mexico or companies incorporated and validly existing under the laws of Mexico. Mexican companies that have foreign shareholders must register with the National Registry of Foreign Investments and renew their registration on an annual basis. Mining concessions grant rights to explore and exploit mineral resources but do not grant surface rights over the land where the concession is located. Mining concession holders are required to negotiate surface access with the land owner or holder (e.g. agrarian communities) or, should such negotiations prove unsuccessful, file an application with the courts to obtain an easement, temporary occupancy, or expropriation of the land, as the case may be. An application for a concession must be filed with the Mining Agency or Mining Delegation located closest to the area to which the application relates.
 
 
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Mining concessions have a term of 50 years from the date on which title is recorded in the Public Registry of Mining. Holders of mining concessions are required to comply with various obligations, including the payment of certain mining duties based on the number of hectares of the concession and the number of years the concession has been in effect. Failure to pay the mining duties can lead to cancellation of the relevant concession. Holders of mining concessions are also obliged to carry out and prove assessment works in accordance with the terms and conditions set forth in the Mining Law and its regulations. The regulations to the Mining Law establish minimum amounts that must be spent or invested on exploration and exploitation activities. A report must be filed in May of each year regarding the assessment works carried out during the preceding year. The mining authorities may impose a fine on the mining concession holder if one or more proof of assessment works reports is not timely filed.

Environmental Legislation

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

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

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

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

Number of Total Employees and Number of Full Time Employees

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

Item 1A.

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

We have never earned any revenues. In addition, we have incurred net losses of $10,282,570 for the period from our inception (January 13, 1989) through December 31, 2011, and, based upon our current plan of operation, we expect that we will incur losses for the foreseeable future.
 
 
8

 
Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. We are subject to all of the risks inherent to an exploration stage business enterprise, such as limited capital mineralized materials, lack of manpower, and possible cost overruns associated with our exploration programs. Potential investors must also weigh the likelihood of success in light of any problems, complications, and delays that may be encountered with the exploration of our properties.
 
Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

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

Our independent registered public accounting firm has issued its report, which includes an explanatory paragraph for going concern uncertainty on our consolidated financial statements as of and for the year ended December 31, 2011. Because we have not yet generated revenues from our operations our ability to continue as a going concern is currently heavily dependent upon our ability to obtain additional financing to sustain our operations. Such financing may take the form of the issuance of common or preferred stock or debt securities, or may involve bank financing. Although we have completed several equity financings, the fact that our auditors have issued a “going concern” opinion may hinder our ability to obtain additional financing in the future. Currently, we have no commitments to obtain any additional financing, and there can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

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

We have not timely filed our current reports on Form 8-K, our Quarterly Reports on Form 10-Q, and our Annual Reports on Form 10-K. Consequently, we were not compliant with the periodic reporting requirements under the Exchange Act. In addition, our failure to timely file those and possibly future periodic reports with the SEC could subject us to enforcement action by the SEC and shareholder lawsuits. Any of these events could materially and adversely affect our financial condition and results of operations and our ability to register with the SEC public offerings of our securities for our benefit or the benefit of our security holders.

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

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

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

We currently have an interest or the right to earn an interest in six (6) properties located in Mexico, none of which have any reserves. Based on our exploration activities through the date of this Form 10-K, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts. If we do not establish reserves we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline and you may lose all or a portion of your investment.

We have only completed the initial stages of exploration of our properties and thus have no way to evaluate whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary exploration of properties. We have not earned any revenues and have not achieved profitability as of the date of this Form 10-K.
 
 
9

 
We will require substantial additional funding to continue the advancement of our exploration activities.

Exploration of our properties will require funding in excess of our current cash on hand and will require us to access the public markets. Access to public financing has been negatively impacted by the volatility in the credit markets, which may impact our ability to obtain equity or debt financing in the future and, if obtained, to do so on favorable terms. We cannot assure you that we will be able to obtain the necessary financing for the advancement of our current exploration activities.

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

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

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

 
·
interruptions caused by adverse weather conditions;
 
·
unforeseen limited sources of supplies resulting in shortages of materials, equipment and availability of experienced manpower.

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

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

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

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

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

Mining concessions in Mexico may be terminated if the obligations of the concessionaire are not satisfied, including obligations to explore or exploit the relevant concession, to pay any relevant fees, to comply with all environmental and safety standards, to provide information to the Ministry of Economy and to allow inspections by the Ministry of Economy. In addition to termination, failure to make timely concession maintenance payments and otherwise comply strictly with applicable laws, regulations and local practices relating to mineral right applications and tenure could result in reduction or expropriation of entitlements.
 
 
10

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

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

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

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

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

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

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

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

Because we have not allocated any money for reclamation of any of our mining claims, we may be subject to fines if the mining claims are not restored to its original condition upon termination of our activities.
 
 
11

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

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

 
·
global or regional consumption patterns;
 
·
supply of, and demand for, silver, gold, zinc, lead, copper and other metals;
 
·
speculative activities and producer hedging activities;
 
·
expectations for inflation;
 
·
political and economic conditions; and
 
·
supply of, and demand for, consumables required for production of metals.

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

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

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

 
·
establish mineral reserves through drilling and metallurgical and other testing techniques;
 
·
determine metal content and metallurgical recovery processes to extract metal from the ore;
 
·
determine the feasibility of mine development and production; and
 
·
construct, renovate or expand mining and processing facilities.

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

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

 
·
anticipated tonnage, grades and metallurgical characteristics of ore to be mined and processed;
 
·
anticipated recovery rates of silver and other metals from the ore;
 
·
cash operating costs of comparable facilities and equipment; and
 
·
anticipated climatic conditions.

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

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

Exploration activities, as well as any development activities, depend on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important factors that affect capital and operating costs and the feasibility and economic viability of a project. Unanticipated or higher than expected costs and unusual or infrequent weather phenomena, or government or other interference in the maintenance or provision of such infrastructure, could adversely affect our operations, financial condition and results of operations.
 
 
12

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

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

 
·
political instability and violence;
 
·
war and civil disturbance;
 
·
acts of terrorism or other criminal activity;
 
·
expropriation or nationalization;
 
·
changing fiscal, royalty and tax regimes;
 
·
fluctuations in currency exchange rates;
 
·
high rates of inflation;
 
·
uncertain or changing legal requirements respecting the ownership and maintenance of mineral properties, mines and mining operations, and
 
·
inconsistent or arbitrary application of such legal requirements;
 
·
underdeveloped industrial and economic infrastructure;
 
·
corruption; and
 
·
unenforceability of contractual rights.

Changes in mining or investment policies or shifts in the prevailing political climate in any of the countries in which we conduct exploration activities could adversely affect our business.

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

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

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

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

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

We will need external financing to support the exploration and, if warranted, development of our properties. Because we do not currently generate any revenues, and because debt financing is difficult to obtain for early stage mining operations, it is likely that we will seek such financing in the equity markets. If we were to engage in a private equity financing, or engage in a public equity offering, the current ownership interest of our stockholders would be diluted.
 
 
13

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

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

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

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

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

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


We are currently delinquent in our reporting requirements and, if we fail to file all our required reports in a timely manner the SEC may, without further notice, bring an administrative proceeding against us to revoke our registration under the Securities Act of 1934.

Item 2.

Office Premises

We conduct our activities from our principal and technical office located at Mision Santa Ana 5232, Fracc. Las Misiones CP 82133, Mazatlan, Sinaloa, Mexico. We believe that these offices are adequate for our purposes. The telephone number is +1 (669) 980-9176. Management believes that this space will meet our needs for the next 12 months. We do not own any real property or significant assets.
 
 
14

 
Mining and Exploration Properties

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

We are currently concentrating our property exploration activities in Mexico.

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

We currently have an interest in six (6) properties and are currently focusing our efforts on our properties located in northern Guerrero State, Mexico. We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted.

Former Properties

Russian Federation

Haldeevskaya License

On August 30, 2004, we signed a Joint Activity Agreement with OOO Science Industrial Corporation Geosphera (“Geosphera”), a company registered in Russia, to form a partnership to explore the Haldeevskaya license located in the Tomsk district of the Tomsk region of the Russian Federation, 25 km east of the city of Tomsk. Geosphera will earn a 51% interest in the partnership by contributing the license for the Haldeevskaya area and the geological data. The license and the geological data have been valued at $52,000. The terms of the agreement provided that we were to earn a 49% interest in the partnership by paying $50,000. However, we increased its interest in the partnership to 80% (Geosphera - 20%) by funding $350,000 of exploration expenditures on the licensed property in 2004. Geosphera was the manager of the project.

Pursuant to the terms of the Joint Activity Agreement, and for the purpose of conducting further financing and exploration work, a company, HaldeyGold Ltd. (“HaldeyGold”), was registered with the Ministry of the Russian Federation for Taxes and Levies on January 19, 2005. The Haldeevskaya mineral exploration license along with all relevant geological data was transferred by the partnership to HaldeyGold on March 16, 2005. We had an 80% (Geosphera 20%) interest in HaldeyGold.

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

The Haldeevskaya exploration license (expired on December 31, 2007) covers an area of 576 km2 (57,600ha) and is located approximately 16 kilometres NE from Tomsk via paved highway. Excellent infrastructure is currently in place, including, maintained tarmac access roads, high tension power lines at 500 kilowatts per line, gravel vehicular access roads over the project area with close-spaced, 100 metre, cut lines over the target areas. The area is also close to the railheads in Tomsk, with links to the Trans Siberian Railway, and all infrastructures associated with a regional centre.
 
 
15

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

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

Tugojakovsk License

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

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

Our investment in the Tugojakovks project is as follows: Capital invested - $453,821, Exploration expenses incurred - $453,821.

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

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

The Baturinsk occurrence, located within the Tugojakovsk license is composed of a series silicified shear zones (mylonite zones) consisting of numerous, locally intense, small quartz veinlets carrying gold. The surrounding geological units are composed of mineralised carbonaceous shales. In 2006 there have been drilled 1,900 metres of core drilling. The gold mineralization zone, which is available on surface, was not intercepted by the drill holes. We made the decision to discontinue further expenditures on this licence area (Report 10-K of 2006).
 
 
16

 
The Tugojakovsk exploration license expired on December 1, 2009.
 
Republic of Kazakhstan

Maykubinsk Exploration and Mining License

 
Astana is an important regional centre for the project infrastructure both as an international airport and as the location of all the exploration/mining authorities.

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

The Dostyk acquisition steps were as follows:

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

 
·
On January 27, 2007, we were granted 51% interest in Dostyk in return for a commitment to spend US$300,000 for exploration pursuant to the Maykubinsk Licence;
 
·
We obtained the rights to a further 20% interest in Dostyk by spending an additional US$700,000 for exploration pursuant to the Maykubinsk Licence;
 
·
We obtained the rights to a further 19% interest in Dostyk by spending an additional US$1,000,000 for exploration pursuant to the Maykubinsk Licence, to increase our interest in Dostyk to 90%; and
 
·
We paid Eureka US$400,000 to obtain the remaining 10% interest in Dostyk.

Figure 2
 
 
17

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

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

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

Regional Geology and mineralization

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

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

 
·
Gold-rich volcanogenic massive sulphide deposits associated with Ordovician submarine volcanic rocks.
 
·
Porphyry gold-copper deposits associated with altered sub-volcanic dioritic intrusives presumable of Ordovician age.
 
·
Epithermal gold deposits associated with quartz veins and quartz-sulphide stockworks in Ordovician, Devonian and Permian intrusives of diorite to granite composition.
 
·
Lead-zinc mineralization associated with Silurian-Devonian siltstone and carbonate beds.
 
·
Coal deposits associated with Carboniferous marine and deltaic sedimentary rocks.
 
·
Titanium and zirconium-rich sands in Late Carboniferous beach sands.
 
·
Bauxite and nickel laterite deposits formed from modern weathering of Paleozoic limestones and Cambrian ultramafic rocks.

License and Contract commitments

The Maykubinsk Licence (license #785) was for an original area of 14,000 square kilometres (1,400,000ha) in Central Kazakhstan was issued on January 8, 1996. In accordance with new legislation the Maykubinsk Licence was converted on October 11, 2001 to Subsoil Contract # 759 with exploration and mining rights valid until Jan 8 2021. We can extend the mining term until full depletion of mineral resources. The Maykubinsk Licence was issued to Dostyk. The exploration term expired on December 31, 2009, and Dostyk currently submitted to the Kazakhstan Authorities an application for exploration extension until December 2011.

In accordance with Kazakhstan regulations, an exploration ground proved to be barren for further exploration should be returned to the state by end of each year. At the end of 2008, Dostyk had retained 2,774 sq. km (274,400ha) of exploration ground. The remaining territory will be returned to the state by December 2011, except for areas which Dostyk would claim as commercial discoveries i.e. those prospects on which Kazakh style resources of C1-C2 categories would be proved. No maintenance or any other fees and payments are required to retain the Maykubinsk Licence. No production sharing arrangements have been entered into relating to the property controlled by. A royalty interest is payable to be the State once Dostyk goes into production. The royalty rate for mineral deposits in Kazakhstan range from 0.3% to 3.0% in different projects and is subject to a feasibility study and direct negotiations with the State authority. We are the sole owner of Dostyk, i.e. nobody has any claims or interest in Dostyk except for us.
 
 
18

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

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

Exploration Work 2009

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

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

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

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

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

Figure 3
 
 
19

 
Figure 4

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

Figure 5

Figure 6
 
 
20

 
The following tables delineate the work done, and associated costs, for the two properties in 2009:
 
Berezki East  
Type of work
Volume
US$
Drill holes
drill holes
6
     
Meters drilled
m
1,830
 
183,000
 
samples treatment
sample
1,750
     
Fire assays
assay
1,710
 
41,000
 
IP assays
assay
1,050
     
Metallurgical test
   
34,000
 
Data processing & administration
   
59,000
 
Wages -geological staff
   
49,000
 
Berezki East total
   
366,000
 
Budget 2010
3 drill holes for 1300m, 1,100 assays
 
200,000
 
 
Quartzite Gorka  
Type of work
Volume
US$
 
Drill holes
drill holes
5
 
 
 
Meters drilled
m
1,520
 
152,000
 
Samples treatment
sample
1,430
     
Fire assays
assay
1,400
 
22,000
 
IP assays
assay
1,050
     
Data processing & administration
   
61,000
 
Wages - geological staff
   
48,000
 
Quartzite Gorka total
   
283,000
 
Budget 2010
4 drill holes for 1400m, 1,200 assays
 
300,000
 
 
During December 2009, we agreed to sell its ownership interest in its Kazakhstan subsidiary to a third party for $1,500,000. The only significant asset owned by the subsidiary is the mineral exploration license described in these financial statements. The agreement for the sale of the subsidiary for less than the $2,509,597 carrying value of the subsidiaries’ mineral property was an indication that the value of the mineral property has been impaired and capitalized costs of $1,009,597 were written off in 2009. The sale was concluded in 2010 and the purchase price of $1,500,000 was received in 2010.

Current Properties

Mexico

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

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

Concession
Title Number
File Number
Title Date
Surface area in Ha.
La Huerta
231940
033/09856
05/23/08
1470.0246
 
La Pastoria
232204
033/09857
07/04/08
1207.8195
 
Lupita
232725
033/09832
10/15/08
1420.1978
 
Total
     
4098.0419
 
 
 
21


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

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

El Violín

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

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

Pinzan Morado

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

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

We are not party to any litigation, and have no knowledge of any pending or threatened litigation against us.
 

There are no current mining activities at the date of this report.
 
 
22

 
PART II
 

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

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

(1)
The high and low bid prices for our Common Stock for the Fourth Quarter of 2012 were for the period October 1, 2012 to October 26, 2012.
 
As of October 31, 2012, there were 18 holders of record of our common stock.

We have never declared or paid any cash dividends on our common stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all future earnings, if any, to fund the development and growth of our business.

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

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

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

We did not make any repurchases of our securities during the fourth quarter of our fiscal year ended December 31, 2011, or the subsequent period through to October 31, 2012.

Transfer Agent

Our transfer agent is Interwest Transfer Co., Inc., having an office at 1981 Murray Holladay Toad, Suite 100, Salt Lake City, UT, USA 84117.
 
 
23

 
Penny Stock

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

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

Rule 144

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

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

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

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

Dividend Policy

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


Not applicable
 
 
24


You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes beginning on page F-1 in this annual report on Form 10-K. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Risk Factors" in this annual report on Form 10-K.

(A)
General

We are a mineral exploration company engaged in the exploration of base, precious metals and industrial minerals worldwide. We were incorporated under the laws of the State of Florida on January 13, 1989, under the name “Cigma Ventures Corporation”. We conduct our exploration and property acquisition activities through our head office which is located at Mision Santa Ana 5232, Fracc. Las Misiones CP 82133, Mazatlan, Sinaloa, Mexico +1 (669) 980-9176.

We had no revenues during fiscal 2011 and 2010. Funds raised in fiscal 2011 and 2010 were used for exploration of our properties and general administration.
 
(B)
Results of Operations
 
Year Ended December 31, 2011 (Fiscal 2011) versus Year Ended December 31, 2010 (Fiscal 2010)

For the year ended December 31, 2011, we recorded a loss of $62,737 or $0.00 per share, compared to a profit of $917,649 or $0.02 per share in 2010.

General and administrative expenses – For the year ended December 31, 2011, we recorded general and administrative expenses of $141,838 (fiscal 2010 - $350,810). The fiscal 2011 amount includes professional fees - accounting $16,480 (fiscal 2010 - $78,467) and legal $0 (fiscal 2010 - $16,966). Recent developments in capital markets have restricted our access to debt and equity financing. As a result, we reduced our 2011 capital spending requirements in light of the current and anticipated, global economic environment.

Exploration expenditures - For the year ended December 31, 2011, we recorded total exploration costs of $4,000 compared to $100,000 in fiscal 2010. The following is a breakdown of the exploration expenses by property: Kazakhstan $0 (2010 - $100,000); Mexico $4,000 (2010 - $0).

(C)
Capital Resources and Liquidity

December 31, 2011 versus December 31, 2010:

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

We currently finance our activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to us at the times and in the amounts required to fund our activities. There are many conditions beyond our control which have a direct bearing on the level of investor interest in the purchase of our securities. We may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our properties; however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has not been used to fund our property acquisitions and exploration activities and we have no current plans to use debt financing. We do not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. We have no agreements or understandings with any person as to additional financing.
 
 
25


At December 31, 2011, we had cash of $71,647 (2010 - $223,334) and a working capital of $234,932 (2010 working capital - $364,028) respectively. Total liabilities as of December 31, 2011, were $60,007 as compared to $150,742 on December 31, 2010, a decrease of $90,735.

On March 9, 2011, we signed a property purchase agreement with Alphamin Resources Corp. (“Alphamin”) regarding the sale and transfer by Alphamin of a 100% interest in the Aurora II (title No. 235480) mining concession located in the State of Guerrero, Mexico, to us, in consideration for $150,000 and 1,000,000 shares of our common stock. The transactions were recorded at the exchange amount, being the trading price per published rates. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Property. On June 11, 2011, our wholly-owned Mexican subsidiary, Exploraciones Cigma, S.A. de C.V., filed an assignment agreement for the Aurora II mining concession between Alphamin’s wholly owned Mexican subsidiary, Exploraciones La Plata, S.A. de C.V. and Exploraciones Cigma, S.A. de C.V. with the Mexican Public Registry of Mining.

On August 1, 2012, we signed a property purchase agreement with Alphamin regarding the sale and transfer by Alphamin of a 100% interest in the Aurora (title No. 238662), Aurora Fraccion 1 (title No. 238663), La Huerta (title No. 231940), La Pastoria (title No. 232204), and Lupita (title No. 232725) mining concessions located in the State of Guerrero, Mexico, to us, in consideration for MXN $20,000. Alphamin will retain a 1.5% Net Smelter Returns Royalty on production from the Aurora and Aurora Fraccion mining concessions.

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

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

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in Note 1 to the consolidated financial statements, we have incurred recurring operating losses since inception, have not generated any operating revenues to date and used cash of $234,574 from operating activities in 2011. We require additional funds to meet its obligations and maintain its operations. We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2012 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations. Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

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

Cash Flow

Operating activities: We used cash of $234,574 during the year ended December 31, 2011 (2010 - $1,671,469). The following is a breakdown of cash used for operating activities:
 
 
26


 
·
accrued interest on notes receivable $7,365 (2010 - $19,901);
 
·
realized gain on sale of available for sale investments $71,737 (2010 - $289,967);
 
·
gain on disposition of subsidiary $0 (2010 - $958,591);

Changes in prepaid expenses and other assets resulted in an increase of $2,000 (2010 - decrease $840). There was a decrease in accounts payable and accrued liabilities of $735 (2010 decrease of $802,761). There was decrease in accounts payable - related party of $90,000 (2010 decrease of $68,738). There was a decrease in deposits of $0 compared to a decrease of $450,000 in 2010.

Investing Activities: During the year ended December 31, 2011 investing activities consisted of collections of notes receivable $0 (2010 - $200,000), proceeds from the disposition of subsidiary, net of cash disbursed of $0 (2010 - $1,452,949), investments in marketable securities of $7,365 (2010 - $0), proceeds from the disposition of marketable securities of $82,887 (2010 - $339,245) and acquisition of mineral property of $0 (2010 - $150,000).

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

Dividends

We have neither declared nor paid any dividends on our common stock. We intend to retain its earnings to finance growth and expand our operations and do not anticipate paying any dividends on our common stock in the foreseeable future.

Asset-Backed Commercial Paper

We have no asset-backed commercial paper.

Fair Value of Financial Instruments and Risks

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

The carrying value of cash, accounts payable and accrued expenses and accounts payable-related parties approximate their fair value because of the short-term nature of these instruments. Available-for-sale securities are recorded at the current market value or carried at cost, if there is no quoted market price in an active market and the fair value cannot be readily determined.

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

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

Share Capital

At October 31, 2012, we had:

 
·
Authorized share capital of 100,000,000 common shares with par value of $0.0001 each.
 
·
59,500,000 common shares were issued and outstanding as at October 31, 2012 (December 31, 2011 – 54,500,000 and December 31, 2010 – 53,500,000).
 
 
27

 
Market Risk Disclosures

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

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or contractual obligations during the year ended December 31, 2011 and the subsequent to October 31, 2012, that are likely to have or are reasonably likely to have a material current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that have not been disclosed in our financial statements.

Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in Note 2 of our December 31, 2011, Consolidated Financial Statements. Our accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.

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

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

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

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

 
·
Vehicles - 10 years;
 
·
Office equipment, furniture and fixtures – 2 to 10 years.

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

An impairment loss is measured and recorded based on discounted estimated future cash flows associated with values beyond proven and probable reserves and resources. In estimating future cash flows, assets are grouped at the lowest level for which there is identifiable future cash flows that are largely independent of cash flows from other asset groups. Generally, in estimating future cash flows, all assets are grouped at a particular property for which identifiable cash flows exist. Buildings and equipment utilized directly in commercial mining activities are depreciated, following the commencement of commercial production, over their expected economic lives using either the unit-of-production method or the straight-line method.

We account for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized. All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.
 
 
28

 
Exploration costs are charged to operations as incurred until such time that proven reserves are delineated. From that time forward, we will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2011 and 2010, we did not have proven reserves. Exploration activities conducted jointly with others are reflected at our proportionate interest in such activities.

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

The recoverability of the amounts recorded for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of our interest in the underlying mineral claims, our ability to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposition.
Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

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

Related Party Transactions

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

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

Other than as disclosed below, during the years ended December 31, 2011 and 2010, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

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

During the fiscal year 2011, consulting fees of $0 (2010 – $30,000) were paid to our directors and $41,624 of expenses incurred in 2008 and 2009 were reversed in 2010. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.
 
 
29

 
CURRRENT OUTLOOK

General Economic Conditions

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

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

Capital and Exploration Expenditures

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

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

Plans for the Next Twelve Months

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. Our actual results could differ materially from those anticipated in these forward-looking statements. The following discussion should be read in conjunction with the audited financial statements and notes thereto and the Plan of Operation included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2011.

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

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

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

We will concentrate our exploration activities on our Mexican properties and examine data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage in Mexico and other South American countries. We are currently seeking to arrange financing so as to start fieldwork on the Mexican properties in 2013. Important components of the field program will include geological mapping, geochemistry and geophysical surveying to define drill targets. We are currently re-analyzing the historic property data of the six Mexican properties and detailed exploration plans will be drafted following the analysis.Additional employees will be hired on a consulting basis as required by the exploration properties.
 
 
30



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

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

 
·
Report of Independent Registered Public Accounting Firm, dated November 27, 2012;
 
·
Consolidated Balance Sheets as of December 31, 2011 and 2010;
 
·
Consolidated Statements of Operations from January 13, 1989 (inception) to December 31, 2011 and for the years ended December 31, 2011 and 2010;
 
·
Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (loss) for period from January 13, 1989 (inception) to December 31, 2011;
 
·
Consolidated Statements of Cash Flows for period from January 13, 1989 (inception) to December 31, 2011 and for the years ended December 31, 2011 and 2010; and
 
·
Notes to the Consolidated Financial Statements.
 

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


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

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

Evaluation of disclosure controls and procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report, being, December 31, 2011. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, subject to the inherent limitations noted below, as of December 31, 2011, our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.
 
 
31

 
Management’s annual report on internal control over financial reporting

Our management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of December 31, 2011.

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, 2011, due to the existence of material weaknesses, as described in greater detail below. A material weakness is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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

Limitations on Effectiveness of Controls

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

Material Weaknesses Identified

In connection with the preparation of our consolidated financial statements for the period ended December 31, 2011, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including:

(i)
Lack of a sufficient number of independent directors for our Board and audit committee. We currently have one independent director on our board, which is comprised of 2 directors, and on our audit committee, which is comprised of 2 directors. As a publicly-traded company, we should strive to have a majority of our Board be independent.

(ii)
Lack of an independent financial expert on our audit committee. Our board has determined that it does not have a member of its audit committee that qualifies as an “audit committee financial expert” as defined in Item 401(e) of Regulation S-B, and is “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Exchange Act. We believe that the members of our Board are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.
 
 
32

 
(iii)
Insufficient segregation of duties in our finance and accounting functions due to limited personnel. During the period ended December 31, 2011, we had one person on staff at our executive office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements. This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spread sheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC. These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

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

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

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

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

 
·
We continue to recruit one or more additional independent board members to join our Board.
 
·
In addition to the foregoing remediation efforts, we will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.
 
·
We will recruit a new Chief Financial Officer who has significant commercial experience in the commodities sector.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2011, that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting.


None.
 
 
33

 
PART III


The following table and text sets forth the names and ages of all our directors and executive officers as of October 31, 2012. All of the directors will serve until the next annual meeting of stockholders and until their successors are elected and qualified, or until death, retirement, resignation or removal. There are no family relationships between or among the directors, executive officers or persons nominated or charged by us to become directors or executive officers. Executive officers serve at the discretion of the Board, and are appointed to serve by the Board. Also provided herein are brief descriptions of the business experience of each director and executive officer during the past five years and an indication of directorships held by each director in other companies subject to the reporting requirements under the Federal securities laws.

The Board currently consists of two members. Directors serve for a term of one year and stand for election at the annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board, including a vacancy created by an increase in the number of directors may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors through less than a quorum of the Board. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.
 
Name and Address
Age and Position
   
Antonio Jaramillo
Age 38
Calle/ Zurbano 46, 2C,
Director - July 24, 2012 to present
28010, Madrid, Spain
President, CEO and CFO - July 24, 2012 to present
   
Michelle Robinson
Age 43
Mision Santa Ana 5232, Fracc. Las Misiones CP
Director - July 24, 2012 to present
82133, Mazatlan, Sinaloa, Mexico
 

Business Experience

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

Mr. Antonino Jaramillo. Mr. Jaramillo has practiced corporate law and civil procedure in Madrid, Spain since 2001. He received his Master’s in Legal Practice (MAJ) from the Instituto de Empresa in 2001, his Master’s in Business Administration, specializing in Accounting and Finance (FEA) from the Centro de Estudios Financieros in 2000 and his Masters in Banking and Finance from the Institute of Securities Studies in 2000. He received his law degree from the Universidad Complutense de Madrid in 1999. Mr. Jaramillo joined the law firm of MA Abogados in 2009 and specializes in commercial law and civil procedure. From 2001 to 2005 he practiced law for the law firm of Ramon Hermosilla, specializing in corporate law; from 2005 to 2009 he was employed as a legal counsel for Siemens SA Spain in their communications and energy sectors. Mr. Jaramillo was invited to join the Board and appointed as one of our officers due to his experience representing public companies with respect to finance, governance and compliance matters and general business development.

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

Agustin Gomez de Segura. Mr. Gomez de Segura is a Director of Delta Capital, an investment company in Lichtenstein from April 1999 to present, Director and President of Eurasia Gold Fields Inc. from November 1997 to present, Director and President of Soil Biogenics Limited from July 2003 to present and a Director of Aurora Gold Corporation from November 15, 2010 to present. Mr. Gomez de Segura’s extensive experience, training and education as a business man make him particularly qualified to serve as our director. Mr Gomez de Segura resigned as a director and executive officer of Cigma on July 24, 2012.
 
 
34


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

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

Consideration of Director Nominees

Director Qualifications

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

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

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

 
·
Strategy—knowledge of our business model, the formulation of corporate strategies, knowledge of key competitors and markets;
 
·
Leadership—skills in coaching and working with senior executives and the ability to assist the Chief Executive Officer;
 
 
·
Organizational Issues—understanding of strategy implementation, change management processes, group effectiveness and organizational design;
 
·
Relationships—understanding how to interact with investors, accountants, attorneys, management companies, analysts, and communities in which we operate;
 
 
·
Functional—understanding of finance matters, financial statements and auditing procedures, technical expertise, legal issues, information technology and marketing; and
 
·
Ethics—the ability to identify and raise key ethical issues concerning our activities and those of senior management as they affect the business community and society.

Nomination Procedures

We have no nominating committee, and all nominating functions are handled directly by the full Board, which the Board believes is the most effective and efficient approach, based on the size of the Board and our current and anticipated operations and needs. As outlined above in selecting a qualified nominee, the Board considers such factors as it deems appropriate which may include: the current composition of the Board; the range of talents of the nominee that would best complement those already represented on the Board; the extent to which the nominee would diversify the Board; the nominee's standards of integrity, commitment and independence of thought and judgment; and the need for specialized expertise.
 
 
35


The Board and Board Meetings

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

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

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

During the fiscal year ended December 31, 2011, the Board held a total of one (1) meeting. All members of the Board attended all meetings of the Board.

Directors’ and Officers’ Liability Insurance

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

Board Committees and Corporate Governance

Audit Committee

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

Compensation Committee

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

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

At a meeting of stockholders, any director or the entire Board may be removed, with or without cause by our stockholders, provided the notice of the meeting of our stockholders states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.
 
 
36


Legal Proceedings

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

 
·
the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
 
·
convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
 
·
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities;
 
·
found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law;
 
·
the subject of any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
 
o
Any Federal or State securities or commodities law or regulation; or
 
o
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
 
o
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity.
 
o
Any federal or state judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws and regulations, or any settlement to such actions (excluding settlements between private parties); and
 
o
Any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.

Code of Ethics

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

Corporate Governance

We have adopted Corporate Governance Guidelines applicable to its Board.

Board Leadership Structure

We currently have one (1) executive officer and two (2) directors. The Board has reviewed our current Board leadership structure, which consists of a Chief Executive Officer/Chief Financial Officer, in light of the composition of the Board, our size, the nature of our business, the regulatory framework under which we operate, our stockholder base, our peer group and other relevant factors, we have determined that this structure is currently the most appropriate Board leadership. Nevertheless, the Board intends to carefully evaluate from time to time the requirements of the business to ensure the structure best supports the stockholders.
 
 
37

 
Board Role in Risk Oversight

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

Director Independence

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

Certain Relationships

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

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

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

Compensation of Directors

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

 
·
Compensation should consist of a combination of cash and equity awards that are designed to fairly pay the directors for work required for a company of our size and scope;
 
·
Compensation should align the directors’ interests with the long-term interests of stockholders; and
 
·
Compensation should assist with attracting and retaining qualified directors.

We did not pay compensation to directors during fiscal 2011 and 2010. Directors are entitled to participate in, and have been issued options under, our 2006 Stock Plan. We also reimburse directors for any actual expenses incurred to attend meetings of the Board or travel upon our request.
 
 
38


The following table reports all compensation we paid to non-employee directors, in their capacity as members of the Board, during the fiscal years 2008 to 2011 and the subsequent period to October 31, 2012 inclusive:

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

Standard Arrangements

We do not pay a fee to outside, non-officer directors. We reimburse directors for reasonable expenses incurred for attending meetings of the Board.
 

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

The goals of our executive compensation program are to attract, motivate and retain individuals with the skills and qualities necessary to support and develop our business within the framework of our small size and available resources. In 2011, we designed our executive compensation program to achieve the following objectives:

 
·
attract and retain executives experienced in the resource exploration industry;
 
·
motivate and reward executives whose experience and skills are necessary to our ultimate success;
 
·
reward performance as warranted; and
 
·
align the interests of our executive officers and stockholders by motivating executive officers to increase stockholder value.

Summary Compensation Table

The following table summarizes the compensation earned by the Named Executive Officers during the fiscal years ended December 31, 2007, 2008, 2009, 2010, 2011 and subsequent period to October 31, 2012:

Name and principal
position
(a)
Year
December
31,
(b)
 
Salary
($)
(c)
   
Bonus
($)
(d)
   
Stock
awards
($)
(e)
   
Option
awards
($)
(f)
   
Non-equity
incentive
plan
compensation
($)
(g)
   
Non-qualified
deferred
compensation
earnings
($)
(h)
   
All other
compensation
($)
(i)
   
Total
($)
(j)
 
 
2012 (1)
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Antonio
2011
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Jaramillo
2010
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
President, CEO
2009
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
and
2008
    -0-       -0-       -0-       -0-       -0-       -0-                  
Director since July 24, 2012
2007
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Michelle
2012 (1)
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Robinson
2011
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Director since
2010
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
July 24, 2012
2009
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Agustin Gomez
2012 (1)
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
de Segura
2011
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
President, CEO
2010
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
and
2009
    60,000       -0-       -0-       -0-       -0-       -0-       -0-       60,000  
Director
2008
    30,000       -0-       -0-       -0-       -0-       -0-       -0-       30,000  
July 1, 2008 to July 24, 2012
2007
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Waldemar
2012 (1)
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Mueller
2011
    -0-       -0-       -0-       -0-       -0-       -0-       -0-       -0-  
Vice-President
2010
    30,000       -0-       -0-       -0-       -0-       -0-       -0-       30,000  
& Director
2009
    120,000       -0-       -0-       -0-       -0-       -0-       -0-       120,000  
until March 31,
2008
    120,000       -0-       -0-       -0-       -0-       -0-       -0-       120,000  
2011
2007
    105,000       -0-       -0-       -0-       -0-       -0-       -0-       105,000  

(1)
January 1 to October 31, 2012
 
 
39


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

Options/SAR Grants Table

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

We did not award any stock purchase options, or any other rights, to any of our directors or officers during the years ended December 31, 2011 and 2010 and the subsequent period to October 31, 2012.

The following is a summary of stock option activity for the years ended December 31, 2011 and 2010.

Options outstanding
 
   
Number
 of Options
   
Weighted
average
exercise
price
per share
   
Weighted
average
 remaining
contractual
life (in years)
   
 
Aggregate
Intrinsic
Value
 
Balance, December 31, 2009
    -     $ -       -       -  
Options granted/expired
    -       -       -       -  
Balance, December 31, 2010, and 2011
    -     $ -       -       -  

There were no stock options granted during the years ended December 31, 2010 and 2011 and the subsequent period to October 31, 2012. The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the closing price of our common stock on the last trading day of 2010 and 2011, and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2011 and 2010.
 
 
40


The following is a summary of stock option granted and the status of stock options outstanding and exercisable at December 31, 2011 and 2010:
 
   
Option Awards
 
Stock Awards
 
Name
 
Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Exercisable
   
Number of
 Securities
 Underlying
 Unexercised
 Options (#)
 Unexercisable
   
Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)
 
Option
 Exercise
 Price ($)
 
Option
 Expiration
 Date
   
Number
 of
 Shares or
 Units
 of Stock
 That Have
 Not
 Vested
 (#)
   
Market
 Value
 of Shares or
 Units of
 Stock
 That Have
 Not
 Vested
 ($)
   
Equity
 Incentive
 Plan
 Awards:
 Number of
 Unearned
 Shares That
 Have Not
 Vested
 (#)
   
Equity
 Incentive
 Plan
 Awards:
 Market
 Value
 of Shares
 That Have
 Not
 Vested
 ($)
 
      -0-       -0-       -0-  
$0.00/share
    -       -0-       -0-       -0-       -0-  
Total
    -0-       -0-       -0-         -       -0-       -0-       -0-       -0-  

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

At December 31, 2011 and 2010 and the subsequent period to October 31, 2012, we had 0 stock purchase options outstanding.

At no time during the last completed fiscal year did we, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our Board. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Compensation of Directors

We reimburse our directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board. Our Board may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director. No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments, or incurred in connection with attending board meetings in the years ended December 31, 2011 and 2010.

Employment Contracts

During the fiscal year 2011, we paid consulting fees of $0 (2010 - $30,000) to our directors for their services as officers of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our Board. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our Board.
 
 
41


We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.


The following table sets forth certain information regarding the beneficial ownership of our common stock as of October 31, 2012, by: (i) each person who is known by us to own beneficially more than five percent (5%) of our outstanding common stock; (ii) each of the our directors and officers; and (iii) all of our directors and officers as a group. As at October 31, 2012, there were 59,500,000 shares of common stock issued and outstanding.

 
Name and Address of Beneficial Owner
 
Amount and Nature of
Beneficial Owner
   
Percentage of Class
 
Deutsche Balaton AG
    4,000,00       6.72%  
Ziegelhäuser Landstrasse 1
               
Heidelberg, 69120, Germany
               
Carrington International Limited
    3,400,000       5.71%  
Suite 2402, Bank of America Tower,
               
12 Harcourt Road, Hong Kong
               
Officers and Directors:
               
Antonio Jaramillo
    0       *  
Calle/ Zurbano 46, 2C,
               
28010, Madrid, Spain
               
Agustin Gomez de Segura
    690,000       1.16%  
2 Tvezskaya – Yamskaya 54, Moscow, Russia
               
Waldemar K. Muelle
    300,000       *  
40 Ruffian Loop, Willetton, Western Australia, Australia
               
6155
               
Michelle Robinson
    0       *  
Mision Santa Ana 5232, Fracc. Las Misiones CP 82133,
               
Mazatlan, Sinaloa, Mexico
               
Officers and Directors (4 persons)
    990,000       1.66%  
*
Less than 1%.

The above is calculated pursuant to rule 13d-3(d) of the Exchange Act. Beneficial ownership is calculated based on 59,500,000 shares of common stock issued and outstanding on a fully diluted basis as of October 31, 2012. Under Rule 13d-3(d) shares not outstanding which are subject to options, warrants, rights or conversion privileges exercisable within 60 days are deemed outstanding for the purpose of calculating the number and percentage owned by such person, but are not deemed outstanding for the purpose of calculating the percentage owned by each other person listed.

Changes in Control

There were no arrangements during the fiscal years ended December 31, 2011 and 2010 and the subsequent period to October 31, 2012, which would result in a change in control. We do not believe that the offer and sale by us of an aggregate of 6,000,000 shares between January 1, 2010 and October 31, 2012, have resulted in a change of control.

No securities were authorized for issuance under equity compensation plans.
 
 
42

 

Certain Relationships

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

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

Transactions with Related Persons

Other than as disclosed below, during the fiscal years ended December 31, 2011 and 2010, and the subsequent period to October 31, 2012, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

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

During the fiscal year 2011, we paid consulting fees of $0 (2010 – $30,000) to our directors. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.


Audit Fees:

The aggregate fees billed and expected to be billed for professional services by Peterson Sullivan LLP (“Peterson Sullivan”) for the audit of our annual consolidated financial statements and review of consolidated financial statements included in our Form 10-Q (17 CFR 249.308b) or services that were normally provided by the accountant in connection with statutory and regulatory filings or engagements for the 2011 fiscal year are $2,560 (2010 - $63,915).

Audit-Related Fees:

The aggregate fees billed to us for assurance and related services by Peterson Sullivan that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under audit fees for fiscal 2011 were $0 (2010 - $0).
 
 
43

 
Tax Fees:

The aggregate fees billed to us for professional services by Peterson Sullivan for tax compliance for fiscal 2010 were $1,060 (2010 - $4,540).

All Other Fees:

The aggregate fees billed to us for products and services provided by Peterson Sullivan, other than reported under Audit Fees, Audit-Related Fees and Tax Fees for fiscal 2011 were $0 (2010 - $0).

The Audit Committee feels that the services rendered by Peterson Sullivan were compatible with maintaining the principal accountant's independence.

PART IV
 

(1)
The following documents are filed as part of this report:

(a)
Financial Statements: The following audited consolidated financial statements and report of independent registered public accounting firm are set forth in Part II, Item 8 of this report:

Report of Independent Registered Public Accounting Firm, dated November 27, 2012

Consolidated Balance Sheets as of December 31, 2011 and 2010

Consolidated Statements of Operations from January 13, 1989 (commencement of operations) to December 31, 2011 and for the years ended December 31, 2011 and 2010

Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (Loss) for period from January 13, 1989 (commencement of operations) to December 31, 2011

Consolidated Statements of Cash Flows for period from January 13, 1989 (commencement of operations) to December 31, 2011 and for the years ended December 31, 2011 and 2010

Notes to the Consolidated Financial Statements

(2)
Financial statement schedules: Not Applicable

(3)
Exhibit Listing

3.1.1
Certificate of Incorporation, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713).

3.1.2
Certificate of Amendment to the Certificate of Incorporation, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713).

3.2.1
By-laws, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713).

10.1.1
Haldeevskaya Joint Activity Agreement dated August 30, 2004, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704).

10.1.2
Amendment to Haldeevskaya Joint Activity Agreement dated April 22, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704).
 
 
44

 
10.1.3
Amendment to Haldeevskaya Joint Activity Agreement dated December 31, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704).

10.1.4
Amendment to Haldeevskaya Joint Activity Agreement dated July 7, 2006, incorporated by reference to the Form 10-QSB filed on August 14, 2006 (SEC File No. 000-27355-061028644).

10.1.5
Amendment to Haldeevskaya Joint Activity Agreement dated December 31, 2006 incorporated by reference to the Form 10-KSB filed on June 15, 2007 (SEC File No. 000-27355-07921211).

10.2.1
Tugoyakovka Joint Activity Agreement dated June 17, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704).

10.2.2
Amendment to Tugoyakovka Joint Activity Agreement dated December 31, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704).

10.2.3
Amendment to Tugoyakovka Joint Activity Agreement dated July 7, 2006, incorporated by reference to the Form 10-QSB filed on August 14, 2006 (SEC File No. 000-27355-061028644).

10.2.4
Amendment to Tugoyakovka Joint Activity Agreement dated December 31, 2006 incorporated by reference to the Form 10-KSB filed on June 15, 2007 (SEC File No. 000-27355-07921211).

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *

99.1
Corporate Governance Principles, incorporated by reference to the Form 10-KSB filed on November 4, 2004 (SEC File No. 000-27355-041117794).

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*
 
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document*
 
*
Filed herewith.
 
 
45

 

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
   
Cigma Metals Corporation
     
Registrant
       
/s/ Antonio Jaramillo
 
Dated: November 27, 2012
By:
Antonio Jaramillo
   
Title:
Chief Executive Officer and President (Principal Executive Officer Chief financial Officer, Principal Financial Officer, Principal Accounting Officer and Director)
       
/s/ Michelle Robinson
 
Dated: November 27, 2012
By:
Michelle Robinson
   
Title:
Director
   
       
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
       
/s/ Antonio Jaramillo
 
Dated: November 27, 2012
By:
Antonio Jaramillo
   
Title:
Chief Executive Officer and President (Principal Executive Officer, Chief financial Officer, Principal Financial Officer, Principal Accounting Officer and Director)
       
/s/ Michelle Robinson
 
Dated: November 27, 2012
By:
Michelle Robinson
   
Title:
Director
   
 
 
46

 
graphic
 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Cigma Metals Corporation

We have audited the accompanying consolidated balance sheets of Cigma Metals Corporation (an exploration stage company) ("the Company") as of December 31, 2011 and 2010, and the related consolidated statements of operations, stockholders' equity (deficiency) and comprehensive income (loss), and cash flows for the years then ended and for the period from January 13, 1989 (date of inception) through December 31, 2011.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

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

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cigma Metals Corporation (an exploration stage company) as of December 31, 2011 and 2010, and the results of its operations and its cash flows for the years then ended and for the period from January 13, 1989 (date of inception) to December 31, 2011, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenue and has experienced recurring losses from operations since inception, and has negative cash flows from operations for the year ended December 31, 2011.  These conditions raise substantial doubt about the Company's ability to continue as a going concern.  Management's plans regarding these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

Seattle, Washington
November 27, 2012
 
 
F-1

 
CIGMA METALS CORPORATION
(An exploration stage enterprise)
 
Consolidated Balance Sheets
December 31, 2011 and December 31, 2010
(Expressed in U.S. Dollars)
   
December 31
   
December 31
 
 
 
2011
   
2010
 
   
 
       
ASSETS
           
Current
           
Cash
  $ 71,647     $ 223,334  
Notes receivable
    -       169,901  
Available-for-sale securities, listed
    40,426       117,935  
Cost method investments
    177,266       -  
Prepaid expenses and other assets
    5,600       3,600  
Total current assets
    294,939       514,770  
                 
Mineral properties
    500,000       500,000  
Total assets
  $ 794,939     $ 1,014,770  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
Current liabilities
               
Accounts payable and accrued expenses
  $ 15,218     $ 15,953  
Accounts payable - related party
    44,789       134,789  
Total current liabilities
    60,007       150,742  
                 
Stockholders' Equity
               
Common stock
               
Authorized
               
100,000,000 common shares, par value $0.0001
               
Issued and outstanding:
               
54,500,000 (2010 - 54,500,000) common shares
    5,450       5,450  
Additional paid in capital
    11,092,994       11,092,994  
Accumulated deficit during the development stage
    (10,282,570 )     (10,219,833 )
Accumulated other comprehensive income (loss)
    (80,942 )     (14,583 )
Stockholders' equity
    734,932       864,028  
                 
Total liabilities and stockholders' equity
  $ 794,939     $ 1,014,770  

The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-2

 
CIGMA METALS CORPORATION
(An exploration stage enterprise)
 
Consolidated Statements of Operations
(Expressed in U.S. Dollars)
   
Cumulative
             
   
January 13
   
Year
   
Year
 
   
1989 (inception)
   
Ended
   
Ended
 
   
December 31
   
December 31
   
December 31
 
   
2011
   
2011
   
2010
 
                   
Expenses
                 
Administrative and general
  $ 949,200     $ 47,760     $ 24,367  
Exploration costs
                       
- HaldeyGold Project - partnership
    796,261       -       -  
- HaldeyGold Project - other
    185,126       -       -  
- Tugojakovsk Project
    453,821       -       -  
- Kazakhstan
    5,077,672       -       100,000  
- Mexico
    4,000       4,000       -  
Impairment of mineral properties
    1,009,597       -       -  
Interest, bank charges and foreign currency exchange (gains) losses
    119,050       6,258       10,529  
Professional fees
    823,487       16,480       95,433  
Property investigation costs
    119,717       -       -  
Management and consulting fees
    2,109,909       67,340       120,481  
Loss before other items
    11,647,840       141,838       350,810  
                         
Other income (loss)
                       
Writedown of available-for-sale securities
    (148,180 )     -       -  
Writedown of investment in partnership interest
    (190,601 )     -       -  
Gain (loss) on sale of assets
    (12,342 )     -       -  
Gain on sale of available-for-sale securities
    361,704       71,737       289,967  
Gain on disposition of subsidiary
    958,591       -       958,591  
Interest income
    265,359       7,364       19,901  
Total other income (loss)
    1,234,531       79,101       1,268,459  
Net loss before non-controlling interest
    (10,413,309 )     (62,737 )     917,649  
Non-controlling interest
    130,739       -       -  
Net income (loss) for the period
  $ (10,282,570 )   $ (62,737 )   $ 917,649  
                         
Basic and diluted income (loss) per share
          $ (0.00 )   $ 0.02  
Weighted average number of
                       
common shares outstanding
            54,500,000       53,752,747  
 
The accompanying notes are an integral part of these consolidated financial statements.
 
 
F-3


CIGMA METALS CORPORATION & SUBSIDIARIES
(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and
Comprehensive Income (Loss)
January 13, 1989 (inception) to December 31, 2011
(Expressed in U.S. Dollars)
                                 
Accumulated
   
Accumulated
   
Total
 
               
Additional
   
Advances for
   
Compre-
   
(deficit) during
   
other
   
stockholders'
 
   
Common stock
   
paid-in
   
Stock
   
hensive
   
exploration
   
comprehensive
   
equity
 
   
Shares
   
Amount
   
capital
   
Subscriptions
   
(loss)
   
stage
   
income (loss)
   
(deficiency)
 
Issuance of common stock for
                                               
- for services on August 2, 1989
    2,000,000     $ 200     $ 800     $ -     $ -     $ -     $ -     $ -  
Components of comprehensive income (loss)
                                                               
- Net (loss) for the year
    -       -       -       -       (1,000 )     (1,000 )     -       (1,000 )
Total comprehensive (loss)
                                  $ (1,000 )                        
                                                                 
Balance, December 31, 1991 to 1997
    2,000,000       200       800       -               (1,000 )     -       (1,000 )
Issuance of common stock for
                                                               
- for mineral property rights on April 2, 1998
    12,000,000       1,200       (600 )     -               -       -       600  
Components of comprehensive income (loss)
                                                               
- Net (loss) for the year
    -       -       -       -       (600 )     (600 )     -       (600 )
Total comprehensive (loss)
                                  $ (600