UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549


FORM 10-Q





(Mark One)





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





For the quarterly period ended March 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)
(IRS Employer Identification No.)c.Velazquez 150, Madrid, Spain
E-28002(Address of principal executive offices)
(Zip Code)





(+34) 60 900 1424


(Registrant’s telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)





Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.


YES o NO x





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 o NO x





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 oNon-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 Exchange Act).


YES o NO x







Table of Contents





APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS





Indicate by check mark, whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15 (d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by court.


YES oNO o








APPLICABLE ONLY TO CORPORATE ISSUERS





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.





2





CIGMA METALS CORPORATION





This quarterly report contains statements that plan for or anticipate the future and are not historical facts. In this report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forward looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Part 1 – Financial Information - Item 1. “Financial Statements” and Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”





The Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for such statements, may not apply to this Report.





PART 1 – FINANCIAL INFORMATION
PageItem 1.

Financial StatementsConsolidated Balance Sheets
4Consolidated Statements of Operations
5Consolidated Statements of Stockholders’ Equity (Deficiency) and Comprehensive Income (Loss)
6Consolidated Statements of Cash Flows
10Notes to Interim Consolidated Financial Statements (unaudited)
11Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations
18Item 3.

Quantitative and Qualitative Disclosures About Market Risk
33Item 4T.

Controls and Procedures
34PART II – OTHER INFORMATIONItem 1.

Legal Proceedings
34Item 1A.

Risk Factors
34Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds
34Item 3.

Defaults in Senior Securities
35Item 4.

Mining Safety Disclosures
35Item 5.

Other Information
35Item 6.

Exhibits
35SIGNATURES
36





3
 Table of Contents




Item 1. Financial Statements


CIGMA METALS CORPORATION


(An exploration stage enterprise)





Consolidated Balance Sheets


March 31, 2011 and December 31, 2010


(Expressed in U.S. Dollars)





March 31


December 31(Unaudited) 2011


2010ASSETSCurrentCash

$
248,821


$
223,334Notes receivable


172,860



169,901Available-for-sale securities


50,770



117,935Prepaid expenses and other assets


6,700



3,600Total current assets


479,151



514,770Mineral properties


500,000



500,000Total assets

$
979,151


$
1,014,770LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilitiesAccounts payable and accrued expenses

$
7,737


$
15,953Accounts payable - related party


134,789



134,789Total current liabilities


142,526



150,742Stockholders' EquityCommon stockAuthorized100,000,000 common shares, par value $0.0001Issued and outstanding:54,500,000 (2010 - 54,500,000) common shares


5,450



5,450Additional paid in capital


11,092,994



11,092,994Accumulated deficit during the development stage


(10,191,221
)


(10,219,833
)Accumulated other comprehensive income (loss)


(70,598
)


(14,583
)Stockholders' equity


836,625



864,028Total liabilities and stockholders' equity

$
979,151


$
1,014,770





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





4
 Table of Contents




CIGMA METALS CORPORATION

Cumulative(An exploration stage enterprise)

January 13


Three months


Three monthsConsolidated Statements of Operations

1989 (inception)


Ended


Ended(Expressed in U.S. Dollars)

March 31,


March 31


March 31(Unaudited)

2011


2011


2010ExpensesAdministrative and general

$
921,833


$
20,393


$
(14,292
)Exploration costs- HaldeyGold Project - partnership


796,261



-



-- HaldeyGold Project - other


185,126



-



-- Tugojakovsk Project


453,821



-



-- Kazakhstan


5,077,672



-



100,000- Mexico


2,500



2,500



-Impairment of mineral properties


1,009,597



-



-Interest, bank charges and foreign currency exchange (gains) losses


108,031



(4,761
)


1,202Professional fees


809,567



2,560



7,473Property investigation costs


119,717



-



-Management and consulting fees


2,067,961



25,392



52,126Loss before other items


11,552,086



46,084



146,509Other 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



-Gain on disposition of subsidiary


958,591



-



958,591Interest income


260,954



2,959



7,310Total other income (loss)


1,230,126



74,696



965,901Net income (loss) before non-controlling interest


(10,321,960
)


28,612



819,392Non-controlling interest


130,739



-



-Net income (loss) for the period

$
(10,191,221
)

$
28,612


$
819,392Basic and diluted income (loss) per share





$
0.00


$
0.02Weighted average number ofcommon shares outstanding






54,500,000



53,747,191





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





5
 Table of Contents




CIGMA METALS CORPORATION & SUBSIDIARIES


(An exploration stage enterprise)





Consolidated Statements of Stockholders' Equity (Deficiency) and


Comprehensive Income (Loss)


January 13, 1989 (inception) to March 31, 2011


(Expressed in U.S. Dollars)





Common stock


Additional

paid-in


Advances for

Stock


Compre-

hensive


Accumulated

(deficit) during

exploration


Accumulated

other

comprehensive


Total

stockholders'

equityShares


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
)


-







-



-



600Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(600
)


(600
)


-



(600
)Total comprehensive (loss)

















$
(600
)Balance, December 31, 1998


14,000,000



1,400



200



-







(1,600
)


-



-Issuance of common stock for- cash on March 31, 1999


14,000,000



1,400



698,600



-







-



-



700,000Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(141,392
)


(141,392
)


-



(141,392
)Total comprehensive (loss)

















$
(141,392
)Balance, December 31, 1999


28,000,000



2,800



698,800



-







(142,992
)


-



558,608Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(211,182
)


(211,182
)


-



(211,182
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(77,734
)


-



(77,734
)


(77,734
)Total comprehensive (loss)

















$
(288,916
)




6
 Table of Contents




Balance, December  31, 2000


28,000,000



2,800



698,800



-






(354,174
)


(77,734
)


269,692Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(25,510
)


(25,510
)


-



(25,510
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(17,803
)


-



(17,803
)


(17,803
)Total comprehensive (loss)

















$
(43,313
)Balance, December  31, 2001


28,000,000



2,800



698,800



-







(379,684
)


(95,537
)


226,379Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(20,943
)


(20,943
)


-



(20,943
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



48,407



-



48,407



48,407Total comprehensive (loss)

















$
27,464Balance, December  31, 2002


28,000,000



2,800



698,800



-







(400,627
)


(47,130
)


253,843Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(17,631
)


(17,631
)


-



(17,631
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(3,723
)


-



(3,723
)


(3,723
)Total comprehensive (loss)

















$
(21,354
)Balance, December  31, 2003


28,000,000



2,800



698,800











(418,258
)


(50,853
)


232,489Cash advanced on stock subscriptions


-



-



-



1,000,000







-



-



1,000,000Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(657,031
)


(657,031
)


-



(657,031
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(31,020
)


-



(31,020
)


(31,020
)Total comprehensive (loss)

















$
(688,051
)Balance, December  31, 2004


28,000,000



2,800



698,800



1,000,000







(1,075,289
)


(81,873
)


544,438Issuance of common stock for- cash on May 20, 2005


2,000,000



200



999,800



(1,000,000
)






-



-



-- cash on December 13, 2005


700,000



70



349,930



-







-



-



350,000Cash advanced on stock subscriptions


-



-



-



300,000







-



-



300,000Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(888,224
)


(888,224
)


-



(888,224
)- Recongnition of other than temporary decline in market valueof available-foe-sale securities


-



-



-



-



81,873



-



81,873



81,873Total comprehensive (loss)

















$
(806,351
)




7
 Table of Contents




Balance, December 31, 2005


30,700,000



3,070



2,048,530



300,000






(1,963,513
)


-



388,087Issuance of common stock for- cash on March 30, 2006


800,000



80



299,920



(300,000
)





-



-



-- cash on May 12, 2006


6,540,000



654



3,269,346



-






-



-



3,270,000- cash on May 26, 2006


1,460,000



146



729,854



-






-



-



730,000Grant of options to employees and directors


-



-



366,844



-






-



-



366,844Components of comprehensive income (loss)- Net (loss) for the year


-



-



-



-



(1,545,617
)


(1,545,617
)


-



(1,545,617
)- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(15,488
)


-



(15,488
)


(15,488
)Total comprehensive (loss)

















$
(1,561,105
)Balance, December  31, 2006


39,500,000



3,950



6,714,494



-







(3,509,130
)


(15,488
)


3,193,826Issuance of common stock for- finders fee in March/April 2007


200,000



20



136,980



-







-



-



137,000- finders fee in June 2007


200,000



20



95,980



-







-



-



96,000- cancel finders fee in March/April 2007


(200,000
)


(20
)


(136,980
)


-







-



-



(137,000
)Components of comprehensive income (loss)- Net (loss) for the period


-



-



-



-



(1,909,808
)


(1,909,808
)


-



(1,909,808
)- Cumulative translation adjustment


-



-



-



-



8,101



-



8,101



8,101- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(73,864
)


-



(73,864
)


(73,864
)Total comprehensive (loss)

















$
(1,975,571
)Balance, December 31, 2007


39,700,000



3,970



6,810,475



-







(5,418,938
)


(81,251
)


1,314,256Issuance of common stock for- shares to be issued


-



-



449,842



158







-



-



450,000- finders fee in January 2008


300,000



30



113,970



-







-



-



114,000- cash in June 2008


6,500,000



650



1,949,350



-







-



-



1,950,000- cash in October 2008


1,600,000



160



399,840



-







-



-



400,000Components of comprehensive income (loss)- Net (loss) for the period


-



-



-



-



(3,482,650
)


(3,482,650
)


-



(3,482,650
)- Cumulative translation adjustment


-



-



-



-



18,746



-



18,746



18,746- Unrealized gains (losses) on available-for-sale securities


-



-



-



-



(43,593
)


-



(43,593
)


(43,593
)Total comprehensive (loss)

















$
(3,507,497
)Balance, December 31, 2008


48,100,000



4,810



9,723,477



158







(8,901,588
)


(106,098
)


720,759Issuance of common stock for- shares to be issued


-



-



(449,842
)


(158
)






-



-



(450,000
)- cash in February 2009


500,000



50



99,950



















100,000- cash in March 2009


1,000,000



100



199,900



-















200,000- cash in July 2009


3,900,000



390



1,169,610



-















1,170,000- cash in






























-Components of comprehensive income (loss)- Net (loss) for the period


















(2,235,894
)


(2,235,894
)






(2,235,894
)- Cumulative translation adjustment


















(197,162
)






(197,162
)


(197,162
)- Unrealized gains (losses) on available-for-sale securities


















175,994







175,994



175,994Total comprehensive (loss)

















$
(2,257,062
)




8
 Table of Contents





Balance, December 31, 2009


53,500,000



5,350



10,743,095



-






(11,137,482
)


(127,266
)


(516,303
)Issuance of common stock for- for mineral property rights on March 31, 2010


1,000,000



100



349,899



-














349,999Components of comprehensive income (loss)- Net income for the period


















917,649



917,649







917,649- Cumulative translation adjustment


















170,315







170,315



170,315- Unrealized gains (losses) on available-for-sale securities


















(57,632
)






(57,632
)


(57,632
)Total comprehensive income

















$
1,030,332Balance, December 31, 2010


54,500,000



5,450



11,092,994



-







(10,219,833
)


(14,583
)


864,028Components of comprehensive income (loss)- Net income for the period


















28,612



28,612







28,612- Unrealized gains (losses) on available-for-sale securities


















(56,015
)






(56,015
)


(56,015
)Total comprehensive (loss)

















$
(27,403
)Balance, March 31, 2011


54,500,000


$
5,450


$
11,092,994


$
-






$
(10,191,221
)

$
(70,598
)

$
836,625


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





9
 Table of Contents




CIGMA METALS CORPORATION

Cumulative(An exploration stage enterprise)

January 13


Three months


Three monthsConsolidated Statements of Cash Flows

1989 (inception)


Ended


Ended(Expressed in U.S. Dollars)

to March 31


March 31


March 31(Unaudited)

2011


2011


2010Cash flows used in operating activitiesNet income (loss) for the period

$
(10,191,221
)

$
28,612


$
819,392Adjustments to reconcile net income (loss) to net cash used in operating activities- depreciation


51,626



-



-- stock compensation expense on stock option grants


366,844



-



-- accrued interest on notes receivable


(22,860
)


(2,959
)


(7,310
)- issuance of common stock for mineral property rights


600



-



-- expenses satisfied with issuance of common stock


211,000



-



-- partnership exploration costs


1,125,711



-



-- writedown of investment in partnership interest


190,601



-



-- writedown of available for sale securities


148,180



-



-- realized gain on sale of available-for-sale investments


(361,704
)


(71,737
)


-- gain on disposition of subsidiary


(958,591
)


-



(958,591
)- impairment of mineral properties


1,009,597



-



-- minority interest in income (loss) of subsidiary


(130,739
)- realized loss on sale of equipment


12,342



-



-Changes in working capital assets and liabilities, net of disposal of subsidiary- decrease (increase) in trade and other receivables


(11,180
)


-



-- decrease (increase) in prepaid expenses and other assets


(31,189
)


(3,100
)


1,909- increase (decrease) in accounts payables and accrued liabilities


243,517



(8,216
)


(38,642
)- increase (decrease) in accounts payables related party


134,788



-



29,152- increase (decrease) in deposits


-



-



(450,000
)Net cash used in operating activities


(8,212,678
)


(57,400
)


(604,090
)Cash provided by (used in) investing activities- collections on notes receivable


200,000



-



100,000- purchase equipment


(217,093
)


-



-- proceeds from sale of equipment


35,717



-



-- proceeds from disposition of subsidiary, net of cash deposit


1,452,949



-



452,949- investment in available-for-sale securities


(329,977
)


-



-- proceeds from disposition of marketable securities


422,132



82,887



-- investment in partnership interest


(1,316,312
)


-



-- acquisition of mineral property costs


(2,550,000
)


-



-Net cash provided by (used in) investing activities


(2,302,584
)


82,887



552,949Cash flows from financing activities- issuance of common stock


10,170,001



-



-- loan proceeds


1,160,255



-



-- loan payments


(633,396
)


-



-Net cash provided by financing activities


10,696,860



-



-Effect of exchange rate changes on cash and cash equivalents


67,223



-



-Increase in cash and cash equivalents


248,821



25,487



(51,141
)Cash and cash equivalents, beginning of period


-



223,334



52,609Cash and cash equivalents, end of period

$
248,821


$
248,821


$
1,468Supplement Disclosures of Cash Information:Interest paid (net of amounts capitalized)





$
-


$
-Income taxes paid





$
-


$
-





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





10
 Table of Contents




CIGMA METALS CORPORATION


(An Exploration Stage Company)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(Unaudited)





1.
Nature of Business and Going Concern





Cigma Metals Corporation (the “Company”) was formed on January 13, 1989, under the laws of the State of Florida as “Cigma Ventures Corporation.” On April 17, 1999 the Company changed its name to “Cigma Metals Corporation.” The Company is in the business of location, acquisition, exploration and, if warranted, development of mineral properties. The Company’s current focus is on the exploration and development of its mineral concessions in Mexico. The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.





These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities. The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $57,400 from operating activities in 2011.





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





2.
Significant Accounting Policies





a)
Principles of Accounting:





The Company follows accounting standards set by the Financial Accounting Standards Board, referred to as the “FASB”. The FASB sets accounting principles generally accepted in the United States (“GAAP”) that the Company follows to ensure they consistently report their financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, referred to as “ASC”.





These consolidated financial statements have been prepared in accordance with GAAP and include the accounts of the Company and its 100% owned subsidiaries Exploraciones Cigma S.A. de C.V. (“Exploraciones Cigma”) and Cigma Metals (BVI) Limited (“Cigma BVI”), collectively, they are referred to herein as “the Company”. In January 2010, the Company sold its 100% interest in its Kazakhstan subsidiary (“Dostyk LLP”) to Copperbelt AG. Significant inter-company accounts and transactions have been eliminated.





b)
Accounting Estimates





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





c)
Cash Equivalents





Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased. The Company did not have any cash equivalents at March 31, 2011 and December 31, 2010.





11
 Table of Contents





d)
Note receivable





The asset is a non-derivative financial asset resulting from the December 2009 sale of the Company’s 100% interest in its Kazakhstan subsidiary, Dostyk LLP, to Copperbelt AG and is stated at fair value. The $150,000 note bears interest at 8.0%, due on demand and is unsecured. The note along with the accrued interest, $177,442 was converted into 272,989 common shares of Copperbelt AG in August 2011 at $0.65 per share. At each reporting date the Company assesses whether there is any objective evidence that a financial asset is impaired. A financial asset is deemed to be impaired, if, and only if, there is objective evidence of impairment as a result of one or more events that has occurred after the initial recognition of the asset and that event has an impact on the estimated future cash flows of the financial asset.





e)
Marketable securities





Non-derivative financial assets that do not meet the definition of loans and receivables are classified as available-for-sale and comprise principally all of the Company’s strategic investments in entities not qualifying as subsidiaries or associates. The Company’s available-for-sale securities consist of shares of common stock of three small cap publicly traded companies at March 31, 2011 and December 31, 2010, respectively, and are stated at fair value. Any unrealized holding gains or losses in these securities are included in the determination of accumulated other comprehensive income (loss). If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. Cost is based on the specific identification method for the individual securities to determine realized gains or losses. If there is no quoted market price in an active market and the fair value cannot be readily determined, available-for-sale investments are carried at cost.





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





f)
Mineral Properties and Exploration Expenses





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





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





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





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





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





12
 Table of Contents




g)
Stock-based compensation





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





h)
Interest Expense





Interest expense was approximately $116 in 2011 (2010 - $40) respectively.





i)
Foreign Currency Translations and Transactions





The Company and Cigma Metals (BVI) Limited’s reporting currency is the U.S. Dollar. Exploraciones Cigma S.A. de C.V. is a foreign operation and its functional currency is the Mexico Peso. Certain contractual obligations in these consolidated financial statements are stated in the Mexican Peso. The Mexican Peso to U.S. dollar exchange rate at March 31, 2011 was U.S. $0.0837 to 1 Peso.




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





Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency foreign exchange loss in the consolidated statements of operations and were not material in 2011 or 2010 or in the cumulative period ending March 31, 2011.




j)
Concentration of Credit Risk





Financial instruments that subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and the notes receivable. The Company places its cash with high credit quality financial institutions in Canada. The Company occasionally has cash deposits in excess of federally insured limits. The Company did not have funds deposited in banks beyond the insured limits as of March 31, 2011 and December 31, 2010. The note receivable relates to the sale in 2010 of the Company’s 100% interest in its Kazakhstan subsidiary to Copperbelt AG. The Company believes the credit risk with respect to the note receivable to be minimal.





k)
Long-Lived Assets Impairment





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





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





l)
Comprehensive income





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





March 31, 2011


December 31, 2010Components of comprehensive income (loss)Net income (loss) for the period

$
28,612


$
917,649Foreign currency translation adjustments


-



170,315Unrealized gains/(losses) on available-for-sale securities


(56,015
)


(57,632
)Total comprehensive income (loss)

$
(27,403
)

$
1,030,332




13
 Table of Contents




m)
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 (including related parties) approximate their fair value because of the short-term nature of these instruments.





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





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





n)
Income Taxes





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





o)
Earnings (Loss) Per Share





Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year including common stock issued effective the date committed. Common stock issuable is considered outstanding as of the original approval date for the purposes of earnings per share computations. Diluted loss per common share is computed by dividing net loss by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities and is equivalent to basic income (loss) per share for 2011 and 2010 because there were no potentially dilutive securities outstanding at March 31, 2011 and December 31, 2010.





p)
Fair Value Measurement





Fair value is defined in GAAP as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. As presented in the tables below, this hierarchy consists of three broad levels:





Level 1: Valuations consist of unadjusted quoted prices in active markets for identical assets and liabilities and has the highest priority;





Level 2: Valuations rely on quoted prices in markets that are not active or observable inputs over the full term of the asset or liability;





Level 3: Valuations are based on prices or third party or internal valuation models that require inputs that are significant to the fair value measurement and are less observable and thus have the lowest priority.





14
 Table of Contents




Assets and Liabilities Measured at Fair Value on a Recurring Basis





Certain assets and liabilities are reported at fair value on a recurring basis in the Company’s Balance Sheet. The following methods and assumptions were used to estimate the fair values:





Available-for-sale securities The Company’s available-for-sale securities consist of shares of common stock of three publicly traded companies at March 31, 2011 and December 31, 2010, respectively, and are stated at fair value, which is based on Level 1 inputs under the Fair Value hierarchy consisting of quoted prices in active markets for identical shares. A reconciliation of the Available-for-sale securities is included in Note 3.





q)
New Accounting Pronouncements





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





3.
Available-for-sale securities





Cost $


Other-than –

temporary

losses $


Gross

unrealized

gains $


Gross

unrealized

losses $


Accumulated

unrealized

gains/(losses) $


Market

value $December 31, 2009


181,797



-



223,132



(180,083
)


43,049



224,846Change in year


(49,279
)


-



(149,299
)


91,667



(57,632
)


(106,911
)December 31, 2010


132,518



-



73,833



(88,416
)


(14,583
)


117,935Change in period


166,116



-



(73,833
)


7,474



(66,359
)


99,757March 31, 2011


298,634



-



-



(80,942
)


(80,942
)


217,692





4.
Mineral Properties and Exploration Expenses





The Company, through its wholly owned subsidiary Dostyk LLP (sold in 2010), held the Maykubinsk exploration and mining license located in the Pavlodar Oblast Region of Kazakhstan and through its wholly owned subsidiary Exploraciones Cigma S.A. de C.V., holds a 100% interest in a mineral concession located in the State of Guerrero, Mexico.





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





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





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





15
 Table of Contents





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





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





Cash

$
1,040,115Prepaids and other assets


39,540Mineral properties


2,676,096Equipment


119,341Accounts payable and accrued expenses


(46,806
)Long-term debt


(1,168,818
)Minority interest


(659,468
)Purchase price paid in 2007

$
2,000,000





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





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





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





Mexico





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





5.
Stock Options





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





16
 Table of Contents




The following is a summary of stock option activity for the three months ended March 31, 2011 and the year ended December 31, 2010.





There were no stock options granted during 2011 and 2010 and none were outstanding at March 31, 2011 and December 31, 2010.





6.
Common Stock





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





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


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





In September 2012, the Company issued 1,000,000 shares of common stock of the Company valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.





7.
Related Party Transactions





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





a)
During the three months ended March 31, 2011, consulting fees of $0 (December 31, 2010 – $30,000) were paid to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.


b)
Due to related party, as at March 31, 2011 and December 31, 2010 represents amounts due to directors of the Company for consulting fees and/or various expenses incurred on behalf of the Company. All amounts owing to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.





8.
Non-Cash Investing and Financing Activities





In March 2010, the Company issued 1,000,000 shares of common stock of the Company valued at $350,000 for a property acquisition in Mexico. The shares were issued to a company who resides outside the United States of America. The transactions were recorded at the exchange amount, being the value established and agreed to by the parties.





In September 2012, the Company issued 1,000,000 shares of common stock of the Company valued at $50,000 in settlement of amounts owing to creditors. The shares were issued to an individual who resides outside the United States of America. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.





17
 Table of Contents




9.
Subsequent Events





·
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, the Company completed a private placement of 4 million common shares at $0.05 per share for total proceeds of $200,000. The shares were issued in September 2012.





·
In September 2012, the Company issued 1,000,000 shares of common stock of the Company in settlement of indebtedness amounting to $50,000.








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





General





This portion of the Quarterly Report provides management's discussion and analysis of the financial condition and results of operations to enable a reader to assess material changes in financial condition and results of operations as at and for the three months ended March 31, 2011, in comparison to the corresponding prior-year period. This MD&A has been prepared as of October 31, 2012. This MD&A is intended to supplement and complement the unaudited interim consolidated financial statements and notes thereto, prepared in accordance with US GAAP, for the three months ended March 31, 2011 and 2010 (collectively, the “Financial Statements”), which are included in this Quarterly Report. The reader is encouraged to review the Financial Statements in conjunction with your review of this MD&A. This MD&A should be read in conjunction with both the annual audited consolidated financial statements for the year ended December 31, 2010 and the related annual MD&A included in the December 31, 2010, Form 10-K on file with the US Securities and Exchange Commission. Certain notes to the Financial Statements are specifically referred to in this MD&A and such notes are incorporated by reference herein. All dollar amounts in this MD&A are in US dollars, unless otherwise specified.





For the purposes of preparing this MD&A, we consider the materiality of information. Information is considered material if: (i) such information results in, or would reasonably be expected to result in, a significant change in the market price or value of Cigma Metals Corporation’s shares; or (ii) there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision or if it would significantly alter the total mix of information available to investors. Materiality is evaluated by reference to all relevant circumstances, including potential market sensitivity.





Forward-Looking Statements





Except for the historical information presented in this document, the matters discussed in this Form 10-Q for the three months ended March 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)ourfuture 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-Q 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-Q 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.





18
 Table of Contents





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 thatmayarise 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”), 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-Q only, “we,” “us,” “our,” “Company,” and “our Company,” refer to Cigma Metals Corporation, a Florida corporation, and its consolidated subsidiaries.





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.





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.





19
 Table of Contents




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.





Significant Developments For the Three Months Ended March 31, 2011 and Subsequent Events





For the three months ended March 31, 2011, we recorded exploration expenses of $0 compared to $10,000 in fiscal 2010. The following is a breakdown of the exploration expenses by property: Republic of Kazakhstan $0 (2010 - $100,000) and Mexico $0 (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. 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.





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, being the value established and agreed to by the related parties





Properties





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.





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.





20
 Table of Contents








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.





We currently have an interest in six (6) properties and are currently focusing our efforts on our property 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 our interest in the partnership to 80% (Geosphera - 20%) by funding $350,000 of exploration expenditures on the licensed property in 2004. Geosphera is 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 have 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.





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.





21
 Table of Contents








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).





The Tugojakovsk exploration license expired on December 1, 2009.





22
 Table of Contents





Republic of Kazakhstan





Maykubinsk Exploration and Mining License











Figure 1 - 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.











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.





23
 Table of Contents








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.





24
 Table of Contents








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 In 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.








25
 Table of Contents





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%).











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





Berezki EastType of work

Volume


US$Drill holes

drill holes



6Meters drilled

m



1,830



183,000samples treatment

sample



1,750Fire assays

assay



1,710



41,000IP assays

assay



1,050Metallurgical test










34,000Data processing & administration










59,000Wages -geological staff










49,000Berezki East total










366,000Budget 2010

3 drill holes for 1300m, 1,100 assays



200,000


26
 Table of Contents





Quartzite GorkaType of work

Volume


US$Drill holes

drill holes



5Meters drilled

m



1,520



152,000Samples treatment

sample



1,430Fire assays

assay



1,400



22,000IP assays

assay



1,050Data processing & administration










61,000Wages - geological staff










48,000Quartzite Gorka total










283,000Budget 2010

4 drill holes for 1400m, 1,200 assays



300,000


During December 2009, we agreed to sell our ownership interest in our 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
1470.0246La Pastoria
232204
033/09857
07/04/08
1207.8195Lupita
232725
033/09832
10/15/08
1420.1978Total



4098.0419





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
1946.6488Aurora
238662
033/09787
10/11/11
89558.6322Aurora Fraccion I
238663
033/09787
10/11/11
54.1121Total



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.





27
 Table of Contents




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.





Results of Operations





Three Months Ended March 31, 2011 (Fiscal 2011) versus Three Months Ended March 31, 2010 (Fiscal 2010)





For the three months ended March 31, 2011, we recorded a profit of $28,612 or $0.00 per share, compared to a profit of $819,392 or $0.02 per share in 2010.





General and administrative expenses – For the three months ended March 31, 2011, we recorded general and administrative expenses of $43,584 (fiscal 2010 - $46,509). The fiscal 2011 amount includes professional fees - accounting $2,560 (fiscal 2010 – $(1,758)) and legal $0 (fiscal 2010 - $9,231). 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 three months ended March 31, 2011, we recorded total exploration costs of $2,500 compared to $100,000 in fiscal 2010. The following is a breakdown of the exploration expenses by property: Kazakhstan $0 (2010 - $100,000); Mexico totalled $2,500 (2010 - $0).





Capital Resources and Liquidity





March 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 2011/2012 exploration and capital spending requirements in light of the current and anticipated, global economic environment.





28
 Table of Contents




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.





At March 31, 2011, we had cash of $248,821 (December 31, 2010 - $223,334) and a working capital of $336,625 (December 31, 2010 working capital - $364,028) respectively. Total liabilities as of March 31, 2011, were $142,526 as compared to $150,742 on December 31, 2010, a decrease of $8,216.





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





On August 24, 2012, 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. Pursuant to the subscription agreement, the Investor has represented that they are not a U.S. person, as such term is defined in Regulation S.





In September 2012, we issued 1,000,000 shares of 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. 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 $454,090 from operating activities in 2011. We require additional funds to meet our obligations and maintain our operations. We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2011 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our 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 our 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 our operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our 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 $57,400 during the three months ended March 31, 2011 (2010 - $604,090). The following is a breakdown of cash used for operating activities:





·
accrued interest on notes receivable $2,959 (2010 - $7,310);


·
gain on sale of available-for-sale securities $71,737 (2010 - $0);


·
gain on disposition of subsidiary $0 (2010 - $958,591);





29
 Table of Contents




Changes in prepaid expenses and other assets resulted in an increase of $3,100 (2010 - decrease $1,909). There was a decrease in accounts payable and accrued liabilities of $8,216 (2010 decrease of $38,642). There was a decrease in accounts payable - related party of $0 (2010 increase of $29,152). There was a decrease in deposits of $0 compared to a decrease of $450,000 in 2010.





Investing Activities: During the three months ended March 31, 2011 investing activities consisted of collections of notes receivable $0 (2010 - $100,000), proceeds from the disposition of subsidiary, net of cash disbursed of $0 (2010 - $452,949), proceeds from the sale of available-for-sale securities $82,887 (2010 - $0).





Financing Activities: We intend to finance our activities by raising capital through the equity markets. Proceeds from the sale of common stock were $0 (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 our 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, accounts payable-related parties, and deposits approximate their fair value because of the short-term nature of these instruments. Available for sale securities are recorded at the current market value.





Management is of the opinion that 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 26, 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 26, 2012 (March 31, 2011 – 54,500,000 and December 31, 2010 – 53,500,000).





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 three months ended March 31, 2011 and the subsequent to October 26, 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.





30
 Table of Contents




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, 2010, Consolidated Financial Statements. Our accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.





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





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





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





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





·
Vehicles - 10 years;


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





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





Exploration costs are charged to operations as incurred until such time that proven reserves are 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 March 31, 2011 and December 31, 2010, we did not have proven reserves. Exploration activities conducted jointly with others are reflected at our proportionate interest in such activities.





31
 Table of Contents





We review the carrying values of our 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 our 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 our 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 our 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 our 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 three months ended March 31, 2011 and the year ended December 31, 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 three months ended March 31, 2011, consulting fees of $0 (December 31, 2010 – $30,000) were paid to our directors and $41,624 of expenses incurred in 2008 and 2009 were reversed. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.





32
 Table of Contents





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 our financing need. We will also consider entering into joint venture arrangements to advance our projects.





Capital and Exploration Expenditures





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





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





Plans for the Next Twelve Months





The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below. 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 Quarterly Report on Form 10-Q for the three months ended March 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 our operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of our 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.





Item 3.
Quantitative and Qualitative Disclosures About Market Risk





Financial instruments that subject us to concentrations of credit risk consist primarily of cash, cash equivalents and the notes receivable. We place our cash with high credit quality financial institutions in Canada. We occasionally have cash deposits in excess of federally insured limits. We did not have funds deposited in banks beyond the insured limits as of March 31, 2011 and December 31, 2010. We have not experienced any losses related to these balances, and management believes our credit risk to be minimal. The notes receivable and the receivable from the sale of subsidiary relates to the sale in 2010 of our 100% interest in our Kazakhstan subsidiary to Copperbelt AG. We believe the credit risk with respect to the note receivable to be minimal.





33
 Table of Contents




Item 4T.
Controls and Procedures





Disclosure Controls and Procedures





As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision and with the participation of senior management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon that evaluation, our CEO and CFO concluded that our disclosure controls and procedures were not effective in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act. As previously reported under Item 9A in the Annual Report on Form 10-K for the year ended December 31, 2010 (the “Annual Report”), we had numerous deficiencies in our disclosures controls as of December 31, 2010. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such deficiencies. As of March 31, 2011, the deficiencies described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.





Changes in Internal Controls over Financial Reporting





There have been no changes in our internal controls over financial reporting or in other factors during the fiscal quarter ended March 31, 2011, that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting subsequent to the date we carried out our most recent evaluation. As previously reported in Item 9A of the Annual Report, we had numerous material weaknesses in our internal control over financial reporting as of December 31, 2010. In the Annual Report we described the remediation efforts we have begun to undertake in order to correct such material weaknesses. As of March 31, 2011, the material weaknesses described in the Annual Report still existed since the remediation efforts had not yet been fully implemented as of such date.





PART II.
OTHER INFORMATION





Item 1.
Legal Proceedings





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





Item 1A.
Risk Factors





We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.





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





During the quarter of the fiscal year covered by this report:





(i)
we did not modify the instruments defining the rights of our shareholders;


(ii)
no rights of any shareholders were limited or qualified by any other class of securities; and


(iii)
we have issued the following unregistered equity securities:





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





34
 Table of Contents





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. Pursuant to the subscription agreement, the Investor has represented that they are not a U.S. person, as such term is defined in Regulation S.





In September 2012, we issued 1,000,000 shares of 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. The transactions were recorded at the exchange amount of the August 24, 2012 subscription agreement for 4,000,000 shares of common stock.





Item 3.
Defaults in Senior Securities





During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of ours. Also, during this quarter, no material arrearage in the payment of dividends has occurred.





Item 4.
Mining Safety Disclosures





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





Item 5.
Other Information





During the quarter of the fiscal year covered by this report, we reported all information that was required to be disclosed in a report on Form 8-K.





Item 6.
Exhibits





(a)
InIndex to and Description of Exhibits





All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to our previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-27355 99712713.





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





3.2.1
By-laws incorporated by reference to the Form 10SB12G 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).





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).





10.2.1
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).





31.1
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *





31.2
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *





32.1
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *





32.2
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 registration statement on Form 10KSB filed on November 4, 2004 SEC File No. 000-27355 041117794).





* Filed herewith.





35
 Table of Contents





SIGNATURES





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





Cigma Metals CorporationRegistrant





/s/ Antonio Jaramillo
Dated: November 13, 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 13, 2012


By:
Michelle Robinson


Title:
Director







36