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

FORM 10-Q

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

For the quarterly period ended March 31, 2015

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ______________________ to ______________________

Commission File Number 333-129347

WHITE MOUNTAIN TITANIUM CORPORATION
(Name of small business issuer in its charter)

Augusto Leguia 100, Oficina 1401
Las Condes, Santiago
Chile
(Address of principal executive offices)

(56) 22 657-1800
(Issuer’s telephone number)

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

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

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

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

 91,380,392 shares of the issuer’s common stock, $.001 par value, were issued and outstanding at May 14, 2015

TABLE OF CONTENTS

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

See notes to the unaudited condensed consolidated financial statements.

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See notes to the unaudited condensed consolidated financial statements.

4

See notes to the unaudited condensed consolidated financial statements.

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See notes to the unaudited condensed consolidated financial statements.

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White Mountain Titanium Corporation, through its subsidiaries, (collectively, the “Company”) is in the business of exploring for titanium deposits or reserves on its Cerro Blanco mining concessions. The Company is an exploration stage company and its principal business is to advance exploration and development activities on the Cerro Blanco rutile (titanium dioxide) Property (“Cerro Blanco”) located in Region III of northern Chile.

The accompanying condensed consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows at March 31, 2015 and for the period then ended have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States (“US”) generally accepted accounting principles (“US GAAP”) have been condensed or omitted. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s December 31, 2014, Annual Report on Form 10-K filed with the United States Securities and Exchange Commission (“SEC”) on March 30, 2015. The organization and business of the Company, accounting policies followed by the Company, other than the recently adopted accounting pronouncements discussed below and other information are contained in the notes to the Company’s audited consolidated financial statements for the year ended December 31, 2014 filed as part of the Company’s December 31, 2014 Annual Report on Form 10-K. The results of operations for the period ended March 31, 2015 are not necessarily indicative of the operating results for the full year.

These condensed consolidated financial statements have been prepared by management on the basis of US GAAP applicable to a going concern, which assumes the Company will continue to operate for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations. The Company has an accumulated deficit of $56,716,394 at March 31, 2015 (December 31, 2014 - $55,533,880), has not yet commenced revenue-producing operations, and has significant expenditure requirements to continue to advance its exploration and development activities on the Cerro Blanco property. Management intends to raise additional capital through stock issuance to finance operations. However, there is no assurance that management will be successful in its future financing activities.

The following accounting pronouncement was adopted by the Company:

Effective January 1, 2015, the Company adopted the Financial Accounting Standards Board (“FASB”) issued update No. 2014-10 Development Stage Entities. The amendments in this update remove the definition of a development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows, and shareholder's equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments also clarify that the guidance in Topic 275, Risks and Uncertainties, is applicable to entities that have not commenced planned principal operations. The amendments also remove paragraph 810-10-15-16, which states that a development stage entity does not meet the condition in paragraph 810-10-15-14(a) to be a variable interest entity (VIE) if (1) the entity can demonstrate that the equity invested in the legal entity is sufficient to permit it to finance the activities it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments. As a result of the amendment, the Company no longer labels the financial statements as those of Exploration stage entity and no longer presents inception-to-date information on its statements of operations, cash flows, and shareholder's equity.

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Cash – as held-for-trading
Receivables – as refundable deposits and receivables
Accounts payable and accrued liabilities – as other financial liabilities

The carrying amounts of the Company’s financial instruments approximate their respective fair values due to the short maturities of these instruments. The three levels of the fair value hierarchy are described below:

Credit risk is the risk that a counterparty to a financial instrument will fail to discharge its contractual obligations.

The Company mitigates credit risk by maintaining its cash with high credit quality US, Canadian, Chilean and Chinese financial institutions, and in respect of cash, by purchasing highly liquid, short-term guaranteed investment certificates (“GIC”) held at high credit quality Canadian financial institutions when there is excess cash to be invested. The receivables consist of Goods and Services Tax due from the Government of Canada.

Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required for operations and anticipated investing and financing activities. The Company’s cash at March 31, 2015 and December 31, 2014 totaled $334,766 and $949,806, respectively. At March 31, 2015 and December 31, 2014, the Company had accounts payable and accrued liabilities of $422,062, and $317,515, respectively, all of which fall due in the next fiscal quarter.

Market risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices. Market risk comprises three types of risk: interest rate risk, foreign currency risk and other price risk.

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The Company’s cash consists of cash held in bank accounts.

The Company is exposed to foreign currency risk to the extent expenditures incurred or funds received and balances maintained by the Company are denominated in currencies other than the US dollar (primarily Canadian dollars (“CAD”), Chilean pesos (“CLP”) and Chinese yuan (“RMB”)). As at March 31, 2015, the Company has net monetary assets of $17,907 (December 31, 2014 - net monetary liabilities of $19,536) denominated in CAD, net monetary liabilities of $162,112 (December 31, 2014 - $155,120) denominated in CLP, net monetary assets of $18,203 (December 31, 2014 - $44,938) denominated in Hong Kong dollars, and net monetary assets of $51,645 (December 31, 2014 - $122,760) denominated in RMB.

As at March 31, 2015, the Company’s sensitivity analysis suggests that a change in the absolute rate of exchange in CAD, RMB and HKD by 10% will not have a material effect on the Company’s business, financial condition and results of operations, and a change in the absolute rate of exchange in CLP by 6% will also not have a material impact.

The Company has not entered into any foreign currency contracts to mitigate this risk.

Other price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate due to changes in market prices, other than those arising from interest rate risk or foreign currency risk. The Company is not exposed to other price risk.

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Cerro Blanco

On September 5, 2003, the Company, through its wholly-owned Chilean subsidiary, SCM White Mountain Titanium (“White Mountain Chile”) Chile, entered into a purchase agreement with Compañía Contractual Mineral Ojos del Salado (“Ojos del Salado”), a wholly-owned Chilean subsidiary of Phelps Dodge Corporation, to acquire a 100% interest in nine exploration mining concessions, collectively known as Cerro Blanco. Cerro Blanco is located in Region III of northern Chile, approximately 39 kilometres, or 24 miles, west of the city of Vallenar. Consideration for the purchase, including legal fees, was $651,950.

The purchase agreement covering Cerro Blanco was originally entered into between Ojos del Salado and Dorado Mineral Resources NL (“Dorado”) on March 17, 2000. Under that agreement, Dorado purchased the mining exploration concessions from Ojos del Salado for $1,000,000, of which $350,000 was paid. A first mortgage and prohibitions against entering into other contracts regarding mining concessions without the prior written consent of Ojos del Salado had also been established in favor of Ojos del Salado. On September 5, 2003, White Mountain Chile assumed Dorado’s obligations under the purchase agreement, including the mortgage and prohibitions, with payment terms as described above.

La Martina

As a result of regional exploration carried out in January 2013, a new rutile prospect named La Martina has been discovered and staked in the Atacama, or Region III, geographic region of northern Chile. La Martina, which is located approximately 45 kilometres southwest of the city of Vallenar and 17 kilometres southwest of the Cerro Blanco project, consists of six registered exploration concessions. Concession fees and other costs incurred in staking the property have been expensed.

Ownership in mineral properties involves certain inherent risks due to the difficulties of determining the validity of certain claims, as well as the potential for problems arising from the frequent, ambiguous conveyance history characteristic of mineral properties. The Company has investigated ownership of its mineral properties, and to the best of its knowledge, ownership of its interests is in good standing. At present, the Company has determined that it has no material asset retirement obligations.

Exploration expenditures incurred by the Company during the three months ended March 31, 2015 and 2014 were as follows:

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On March 2015, the Company closed the sale of 875,000 second tranche units (the “Second Tranche Units”). The sale of the units was pursuant to a Binding Memorandum of Understanding (the “MOU”) the Company entered into with Grand Agriculture Investment Limited (the “Investor”) dated December 3, 2013, amended September 11, 2014, whereby the Investor agreed to purchase a total of 20,000,000 Second Tranche Units. The sale price for the 875,000 Second Tranche Units was $0.40 per unit for gross proceeds of $350,000. Each Second Tranche Unit consists of one share of common stock and 90% of one warrant to purchase one share of common stock at $0.55 exercisable immediately upon issuance through December 31, 2017 (the “Second Tranche Warrants”). The Company is required to pay $24,500 in finders commissions,which is included in accounts payable and accrued liabilities.

The Company issued 100,000 shares of common stock to a marketing and consulting service provider as non-cash compensation in exchange for services. Those shares were measured at a fair value of $0.45 per common share.

The Company has a stock option plan, adopted in 2005, and a stock option/stock issuance plan, adopted in 2010 (individually, the “2005 Plan” and the “2010 Plan”, respectively, and, collectively, the “Plans”). Under the Plans, the Company is authorized to grant options to executive officers and directors, employees and consultants of the Company. The 2005 Plan was originally authorized to grant 3,140,000 shares; and the 2010 Plan was originally authorized to issue 4,901,740 shares, which amount is increased at the end of each year to represent 10% of the total outstanding shares at year-end, up to a maximum of 3,800,000. The terms of any stock options granted under the 2005 Plan may not exceed five years and the exercise price of any stock option granted may not be discounted below the maximum discount permitted under the policies of the Toronto Stock Exchange. The terms of any stock options granted under the 2010 Plan may not exceed ten years and the exercise price of any stock option plan is fixed by the plan administrator.

The Company has also adopted a management compensation pool for the benefit of officers, directors and employees of the Company. The pool will consist of 1% of the outstanding shares at the end of each year.

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The following table represents service-based stock option activity during the three months ended March 31, 2015 and the year ended December 31, 2014:

As at March 31, 2015 and December 31, 2014, the following stock options were outstanding:

The shares under option at March 31, 2015 had an intrinsic value of $nil (December 31, 2014 - $nil) and a weighted average remaining contractual life of 2.69 (December 31, 2014 - 3) years.

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During the three months ended March 31, 2015, $48,919 (2014 - $41,228) was recognized as stock-based compensation, $30,371 for the stock options granted in March 2015 and $18,548 for amortization of common stock shares issuable upon the market performance of the Company’s stock and the completion of an Environmental Impact Statement (“EIS”). The maximum stock-based compensation to be recognized is $252,000. The remaining unamortized balance of $185,684 (December 31, 2014 - $204,232) will be amortized through December 2015 and July 2019.

In March 2015, the Company issued warrants to purchase 787,500 shares of common stock, as part of a private placement offering (Note 6 (a)). Each whole warrant is exercisable at $0.55 per share until December 31, 2017.

Details of stock purchase warrant activity for the period ended March 31, 2015 and the year ended December 31, 2014 are as follows:

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As at March 31, 2015 and December 31, 2014, the following warrants were outstanding:

Potentially dilutive securities not included in diluted weighted average shares outstanding include shares underlying 1,375,000 in outstanding options and 22,275,085 in outstanding warrants.

On December 4, 2013, the Company entered into a $10,000,000 financing by means of a binding MOU dated December 3, 2013 with the Investor. Pursuant to the MOU, the Company closed the sales of 5,714,286 First Tranche Units and 11,250,000 Second Tranche Units, for total gross proceeds of $6,500,000. In March 2015, the Company closed an additional sale of 875,000 Second Tranche Units (Note 6 (a)).

The closing for the sale of the remaining balance of 7,875,000 Second Tranche Units is scheduled to occur within 30 days after the date upon which the EIS for the Company’s Cerro Blanco project is completed, or such other date as the Company and the Investor may agree. The MOU provides for 7% selling commission in connection with the sale of the Second Tranche Units to non-US purchasers.

In connection with the completion of the closing of the sale of the Second Tranche Units, the Company has agreed to grant to the Investor at no additional cost warrants to purchase up to 6,000,000 shares of common stock at $0.55 per share exercisable immediately upon issuance and through December 31, 2017 (the “Bonus Warrants”). The Bonus Warrants will be in a form substantially identical to the Second Tranche Warrants.

Pursuant to the agreement entered into with Chapelle Capital Corp., a company owned by the former Executive Vice President, who is a shareholder, the Company is obligated to issue 200,000 shares of common stock to the former Executive Vice President upon the completion of EIS in Chile.

Pursuant to a consultant agreement, the Company is obligated to issue additional 200,000 shares of common stock to a marketing and consulting firm in exchange for its service at the end of the initial three-month contractual period ending June 8, 2015.

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Management has evaluated subsequent events through May 11, 2015, which represents the date the condensed consolidated financial statements were issued. The following subsequent events have occurred:

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations analyze the major elements of our balance sheets and statements of operations. This section should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2014, and our unaudited interim consolidated condensed financial statements for the three months ended March 31, 2015 and accompanying notes to these financial statements (“financial statements”).

Forward Looking Statements

The statements contained in this report that are not historical facts are forward-looking statements that represent management’s beliefs and assumptions based on currently available information. Forward-looking statements include the information concerning our possible or assumed future results of operations, business strategies, need for financing, competitive position, potential growth opportunities, potential operating performance improvements, ability to retain and recruit personnel, the effects of competition and the effects of future legislation or regulations. Forward-looking statements include all statements that are not historical facts and can be identified by the use of forward-looking terminology such as the words “believes,” “intends,” “may,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable terminology or by discussions of strategy or trends. Although we believe that the expectations reflected in such forward-looking statements are reasonable, we cannot give any assurances that these expectations will prove to be correct. Such statements by their nature involve risks and uncertainties that could significantly affect expected results, and actual future results could differ materially from those described in such forward-looking statements.

Among the factors that could cause actual future results to differ materially are the risks and uncertainties discussed in this report. While it is not possible to identify all factors, we continue to face many risks and uncertainties including, but not limited to, continued access to financing prior to completion of the EIS, the cyclicality of the titanium dioxide industry, global economic and political conditions, global productive capacity, customer inventory levels, changes in product pricing, changes in product costing, changes in foreign currency exchange rates, competitive technology positions and operating interruptions (including, but not limited to, labor disputes, leaks, fires, explosions, unscheduled downtime, transportation interruptions, war and terrorist activities). Mining operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with. Should one or more of these risks materialize (or the consequences of such a development worsen), or should the underlying assumptions prove incorrect, actual results could differ materially from those expected. We disclaim any intention or obligation to update publicly or revise such statements whether as a result of new information, future events or otherwise.

There may also be other risks and uncertainties that we are unable to predict at this time or that we do not now expect to have a material adverse impact on our business.

Overview

We are a mineral exploration company engaged in the search for mineral deposits or reserves which could be economically and legally extracted or recovered. We hold mining concessions covering two rutile properties located in the Atacama region (Region III) of northern Chile, namely Cerro Blanco and the La Martina.

We were incorporated in the State of Nevada on April 24, 1998. We have six wholly owned subsidiaries: SCM White Mountain Titanium, a Chilean stock company which holds our Chilean mining concessions for our Cerro Blanco project and conducts our principal exploration operations on that property; White Mountain Metals SpA, a Chilean stock company which holds the sublicense for the Chinuka process; White Mountain Titanium Corporation, a Canadian stock company which provides management and administrative services on behalf of the U.S. parent; White Mountain Minerals SpA, which holds our Chilean mining concessions for our La Martina project and conducts our principal exploration operations on that property; White Mountain Energy Ltda., an inactive Chilean company; and White Mountain Titanium (Hong Kong), a Hong Kong corporation; and Cerro Blanco Titanium Corporation Limited (Shenzhen), a Chinese corporation.

Our principal business is to explore for and develop natural rutile deposits on our mining concessions. Our principal objectives are to advance the Cerro Blanco project towards a final engineering feasibility, to secure off-take agreements for the planned rutile concentrate output, and to secure funding or other arrangements to place the project into production, if warranted. It would be the intention to sell the rutile concentrate to titanium metal and pigment producers. In addition, we continue to research into the recovery of feldspar and the production of refined titanium metal from materials sourced from these mining concessions. We also plan to expand our exploration activities on the La Martina concessions which we discovered in 2013.

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Our common stock is currently traded in the over-the-counter market and is quoted on the OTCQB Markets. Upon meeting listing requirements, it is our intention to graduate to a more senior exchange in due course.

We have produced no revenues, have experienced losses since inception, have no revenue producing operations, and currently rely upon the sale of our securities to fund our exploration activities on our mining properties.

Cerro Blanco

We are progressing in various stages of development on our Cerro Blanco project, which is our principal project. We have identified nine natural rutile prospects designated as the Las Carolinas, La Cantera, Eli, Chascones, Hororio’s Creek, Hippo Ear, Quartz Creek, Algodon and Bono prospects. The last five of these have only recently been located. We presently hold 44 registered mining exploration concessions and 36 exploration concessions over an area of approximately 17,041 hectares.

La Martina

La Martina consists of six registered exploration concessions, covering an area of 1,288 hectares, comparable in size to the area covering the current nine known prospects at Cerro Blanco. Alteration and mineralization at La Martina is similar to that observed on the Cerro Blanco property.

Off-Take Agreements

We currently have two definitive off-take agreements in place:

These two contracts are still in force at March 31, 2015.

Major Developments

Since December 31, 2014, we had the following major developments:

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Results of Operations

We recorded a net loss of $1,182,514 for the three months ended March 31, 2015 ($0.01 per weighted average common share outstanding) compared to a net loss of $1,414,403 ($0.02 per share) for the comparative interim period in 2014.

Compared to the three months ended March 2014, our operation expenses for the current quarter decreased from $1.4 million to $1.2 million due to the changes in the following items:

Exploration expense is still the largest single expense item in our operation caused by activities in completing our EIS project. A decrease of $83,875 in such expense reflects our reach to the final phase of the EIS.

Due to the cash constrains, there is no spending on research and development during the three months ended March 31, 2015.

Loss before other items for the current three-month period was $1,178,188, as compared to $1,402,458 for the comparative period in 2014.

Foreign exchange loss was $4,328 for the current period, as compared to $11,967 for the comparative period, due to the volatility of U.S. dollar compared to the Chilean Peso and Canadian dollar during the comparable period.

Liquidity and Cash Flows

As of March 31, 2015, we had a working capital of $4,927 (December 31, 2014: $747,390), including $334,766 (December 31, 2014: $949,806 of cash.)

Cash used in operating activities was $964,981 for the three months ended March 31, 2015, compared to $1,228,924 for the comparable prior year period. Cash used in investing activities was $59 for the three months ended March 31, 2015 (2014: $1,856).

We raised $350,500 from financing activities during the current three-month period. During the three months ended March 31, 2014, we did not raise any cash from financing activities.

Subsequent to March 31, 2015, pursuant to a Binding MOU dated December 3, 2013, amended September 11, 2014, we closed an additional sale of 3,750,000 Second Tranche Units to an investor. The sale price per unit for the Second Tranche Units was $0.40 per unit for gross proceeds of $1,500,000. The MOU provides for 7% selling commission in connection with the sale of the Second Tranche Units to non-U.S. purchasers.

We believe that the prospects are such that we will be able to raise sufficient funds. However, there are a number of risk factors which will influence our ability to do so, including the state of the capital markets generally, and the market price of our common stock. With the exception of funds on deposit and the expected remaining $1,650,000 from the sale of Second Tranche Units, we have no other sources of committed funds, except for outstanding warrants for which there are no commitments to exercise. The most likely source of new funds would be an equity placement of common shares or some form of strategic alliance. We believe that a failure to raise funds in a timely manner would likely delay the achievement of some of our project milestones, and would delay any decision regarding the viability of operations while likely increasing future costs.

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Recent Accounting Pronouncements

In February 2015 the FASB issued update No. 2015-02 – Consolidation (Topic 810) Amendments to the Consolidated Analysis. The amendments in this Update affect reporting entities that are required to evaluate whether they should consolidate certain legal entities. All legal entities are subject to reevaluation under the revised consolidation model. Specifically,the amendments:

The amendments in this Update are effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015.

In August 2014, the FASB issued Update No. 2014-15—Presentation of Financial Statements— Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The amendments in the Update provide guidance on management’s responsibility to disclose conditions or events that raise substantial doubt about an entity’s ability to continue as a going concern.The Update requires management also to discuss plans to mitigate the conditions or events and if the plans will alleviate the substantial doubt by considering the probability of implementation of the plans and mitigation effect of the plans. The new requirements are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we have elected not to provide the disclosure required by this item.

Item 4. Controls and Procedures

Evaluation of disclosure controls and procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15(d)-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

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Changes in internal control over financial reporting

There has been no change in our internal control over financial reporting, as defined in Rules 13a-15(f) of the Exchange Act, during our most recent fiscal quarter ended March 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1A. Risk Factors

See “Item 1A – Risk Factors” as disclosed in Form 10-K as filed with the Securities and Exchange Commission on March 30, 2015.

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

Pursuant to the Binding Memorandum of Understanding (the “MOU”) dated December 3, 2013, as amended on July 30, 2014, with Grand Agriculture Investment Limited, a Hong Kong company controlled by Kin Wong, our Chairman and CEO, on March 16, 2015, we received a total of US$350,000 through the sale of 875,000 Second Tranche Units from two investors. Each Second Tranche Unit consists of one share of Common Stock and 90% of one warrant to purchase one share of Common Stock at $0.55 per share exercisable immediately upon issuance through December 31, 2017 (the “Second Tranche Warrants”). These 875,000 Second Tranche Units, including a total of 787,500 Second Tranche Warrants, were purchased by Hua Jiang and Feng Xu, accredited investors as defined in Regulation D. The purchase price per unit for these Second Tranche Units was $0.40 per unit. In April 2015, the Company closed a sale of 1,250,000 Second Tranche Units pursuant to the MOU dated December 30, 2013, as amended. The sale price for the Second Tranche Units was $0.40 per unit for gross proceeds of $500,000. Each Second Tranche Unit consists of one share of common stock and one warrant to purchase 90% of one share of common stock at an exercise price of $0.55 with an expiration date of December 31, 2017. The Company paid $59,500 in commissions.

In May 2015, the Company closed an additional sale of 3,250,000 Second Tranche Units pursuant to the MOU dated December 30, 2013, as amended. The sale price for the Second Tranche Units was $0.40 per unit for gross proceeds of $1,300,000. Each Second Tranche Unit consists of one share of common stock and one warrant to purchase 90% of one share of common stock at an exercise price of $0.55 with an expiration date of December 31, 2017. The Company paid $91,000 in commissions.

These sales were made pursuant to Regulation S promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The offers and sales of the Second Tranche Units were made in off-shore transactions as defined in Regulation S and there were no directed selling efforts made in the U.S. by the Company, a distributor, any of their respective affiliates, or any person acting on behalf of any of the foregoing. Applicable offering restrictions were also implemented by us in compliance with Rule 903(b)(3) of Regulation S. The investors also agreed to conform to the restrictions on resale of the securities contained in Regulation S. We will pay a 7% selling commission of US$150,000 in connection with the sales of these Second Tranche Units to Ambitious King Limited, a Hong Kong corporation pursuant to the terms of the Placement Agent Agreement dated May 23, 2014.

On March 19, 2015, we issued 100,000 shares of common stock to a consultant for services pursuant to a consulting agreement.

The sale was made pursuant to Rule 506(b) of Regulation D promulgated by the Commission under the Securities Act. The consultant was an accredited investor as defined in Rule 501(a) of Regulation D. The consultant acknowledged appropriate investment representations with respect to the issuance and consented to the imposition of restrictive legends upon the certificate representing the shares. The consultant did not enter into the transaction with the Company as a result of any general solicitation or subsequent to any advertisement, article, notice, or other communication published in any newspaper, magazine, or similar media or broadcast on television or radio, or presented at any seminar or meeting. The consultant was afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the issuance. No selling commissions were paid in connection with the sale shares to the consultant.

Item 6. Exhibits

The following exhibits are furnished with this report:

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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