**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





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





For
      the
      quarterly period ended September 30, 2008





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





For
      the
      transition period from  to





**Commission
      File Number 333-129347**





**WHITE
      MOUNTAIN TITANIUM CORPORATION**


*(Name
      of small business issuer in its charter)*





**NEVADA**
            **87-0577390***(State
                of incorporation or*
            *(IRS
                Identification No.)**organization)*





Enrique
      Foster Sur 20, Piso 19


Las
      Condes, Santiago


Chile


*(Address
      of principal executive offices)*





(56
      2)
      231-5780


*(Issuer’s
      telephone number)*





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





Indicate
      by check mark whether the registrant 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
                Accelerate Filer ̈
            Accelerated
                Filer ̈Non-Accelerated
                Filer ̈(Do not check if a smaller reporting company)
            Smaller
                Reporting Companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes  ̈ No x





32,030,709
      shares of the issuer’s common stock, $.001 par value, were outstanding at
      October 30, 2008.





Transitional
      Small Business Disclosure Format (Check One) Yes  ̈ No x








**PART
      I. FINANCIAL INFORMATION**





**Item
      1. Financial Statements**





**WHITE
      MOUNTAIN TITANIUM CORPORATION**


**(An
      Exploration Stage Company)**


**Consolidated
      Condensed Balance Sheets**


**(US
      Funds)**





**September 30**
            
            **December 31****2008**
            
            **2007****Unaudited**
            
            **Audited****Assets****Current**Cash
                and cash equivalents
            
            $
            1,925,701
            
            $
            2,678,652Prepaid
                expenses
            
            
            50,842
            
            
            51,687Receivables
            
            
            65,383
            
            
            39,953**Total
                Current Assets**
            
            
            2,041,926
            
            
            2,770,292**Property
                and Equipment**
            
            
            126,763
            
            
            58,466**Mineral
                Properties**
            
            
            651,950
            
            
            651,950**Total
                Assets**
            
            $
            2,820,639
            
            $
            3,480,708**Liabilities****Current**Accounts
                payable and accrued liabilities
            
            $
            77,366
            
            $
            69,397**Total
                Current Liabilities and Total Liabilities**
            
            
            77,366
            
            
            69,397**Stockholders’
                Equity****Preferred
                Stock and Paid-in Capital in Excess of $0.001 Par
                Value**20,000,000
                Shares authorized625,000
                Shares issued and outstanding
            
            
            500,000
            
            
            500,000(December
                31, 2007 – 625,000)**Common
                Stock and Paid-in Capital in Excess of $0.001 Par
                Value**100,000,000
                Authorized32,030,709
                (December 31, 2007 – 29,189,133)shares
                issued and outstanding
            
            
            15,975,578
            
            
            15,918,522Share
                Subscriptions Received
            
            
            1,994,651
            
            
            -**Accumulated
                Deficit**
            
            
            (15,726,956
            )
            
            (13,007,211
            )**Total
                Stockholders’ Equity**
            
            
            2,743,273
            
            
            3,411,311**Total
                Liabilities and Stockholders’ Equity**
            
            $
            2,820,639
            
            $
            3,480,708





See
      notes
      to the unaudited consolidated condensed financial statements


2


**WHITE
      MOUNTAIN TITANIUM CORPORATION**


**(An
      Exploration Stage Company)**


**Consolidated
      Condensed Statements of Operations**


**(US
      Funds)**





**Three months ended**
              **September 30**
            
            **Nine months ended**
              **September 30**
            
            **Cumulative**
              **From**
              **Inception**
              **November 13,**
              **2001 through****2008**
              **Unaudited**
            
            **2007**
              **Unaudited**
            
            **2008**
              **Unaudited**
            
            **2007**
              **Unaudited**
            
            **Sept. 30, 2008**
              **Unaudited****Expenses**Advertising
                and promotion
            
            **$**
            **3,461**
            
            $
            14,230
            
            **$**
            **30,160**
            
            $
            42,273
            
            $
            172,954Amortization
            
            
            **5,995**
            
            
            4,755
            
            
            **17,483**
            
            
            13,142
            
            
            73,296Bank
                charges and interest
            
            
            **1,217**
            
            
            967
            
            
            **4,428**
            
            
            2,961
            
            
            21,534Consulting
                fees
            
            
            **32,715**
            
            
            220,939
            
            
            **146,419**
            
            
            373,017
            
            
            1,902,196Consulting
                fees – directors and officersofficers
            
            
            **91,964**
            
            
            263,669
            
            
            **288,156**
            
            
            382,549
            
            
            2,811,060Exploration
            
            
            **458,744**
            
            
            103,865
            
            
            **1,411,642**
            
            
            333,239
            
            
            4,008,599Filing
                fees
            
            
            **71**
            
            
            250
            
            
            **2,570**
            
            
            250
            
            
            47,867Insurance
            
            
            **14,595**
            
            
            10,182
            
            
            **46,575**
            
            
            24,185
            
            
            174,588Investor
                relations
            
            
            **4,809**
            
            
            (7,708
            )
            
            **4,809**
            
            
            (7,708
            )
            
            73,798Licenses
                and taxes
            
            
            **50,248**
            
            
            13,262
            
            
            **145,330**
            
            
            25,283
            
            
            424,695Management
                fees
            
            
            **34,800**
            
            
            610,411
            
            
            **104,400**
            
            
            658,411
            
            
            1,361,590Office
            
            
            **15,749**
            
            
            4,777
            
            
            **34,313**
            
            
            14,772
            
            
            142,941Professional
                fees
            
            
            **39,906**
            
            
            24,007
            
            
            **171,159**
            
            
            118,202
            
            
            1,296,176Rent
            
            
            **23,857**
            
            
            21,474
            
            
            **76,635**
            
            
            67,867
            
            
            292,383Telephone
            
            
            **4,170**
            
            
            7,166
            
            
            **16,160**
            
            
            22,368
            
            
            67,686Transfer
                agent fees
            
            
            **560**
            
            
            245
            
            
            **1,913**
            
            
            835
            
            
            10,782Travel
                and vehicle
            
            
            **34,947**
            
            
            35,534
            
            
            **123,110**
            
            
            136,061
            
            
            827,215**Loss
                before other items**
            
            
            **(817,808**
            **)**
            
            (1,328,025
            )****
            
            **(2,625,262**
            **)**
            
            (2,207,707
            )****
            
            (13,709,360
            )**Gain
                on sale of marketable securities**
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -
            
            
            87,217**Adjustment
                to market for marketable securities**
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -
            
            
            (67,922
            )**Foreign
                exchange - realized**
            
            
            **(19,941**
            **)**
            
            8,573
            
            
            **(3,474**
            **)**
            
            14,167
            
            
            (24,692
            )**Foreign
                exchange - unrealized**
            
            
            **(121,394**
            **)**
            
            -
            
            
            **(121,394**
            **)**
            
            -
            
            
            (121,394
            )**Dividend
                income**
            
            
            **-**
            
            
            608
            
            
            **-**
            
            
            2,343
            
            
            4,597**Interest
                income**
            
            
            **3,269**
            
            
            23,904
            
            
            **30,385**
            
            
            56,973
            
            
            337,703**Financing
                agreement penalty**
            
            
            **-**
            
            
            (187,500
            )
            
            **-**
            
            
            (187,500
            )
            
            (330,000
            )**Net
                loss for the period**
            
            
            **(955,874**
            **)**
            
            (1,482,440
            )
            
            **(2,719,745**
            **)**
            
            (2,321,724
            )
            
            (13,823,851
            )Preferred
                stock dividends
            
            
            **-**
            
            
            -
            
            
            **-**
            
            
            -
            
            
            (1,537,500
            )**Net
                Loss Available for Distribution**
            
            **$**
            **(955,874**
            **)**
            $
            (1,482,440
            )
            **$**
            **(2,719,745**
            **)**
            $
            (2,321,724
            )
            $
            (15,361,351
            )**Loss
                per Common Share**
            
            **$**
            **(0.03**
            **)**
            $
            (0.08
            )
            **$**
            **(0.09**
            **)**
            $
            (0.14
            )
            
            -**Weighted
                average number of Common Shares Outstanding**
            
            
            **29,199,542**
            
            
            18,006,905
            
            
            **29,189,133**
            
            
            16,854,756
            
            
            **-**





See
      notes
      to the unaudited consolidated condensed financial statements


3


**WHITE
        MOUNTAIN TITANIUM CORPORATION**
 **(An
        Exploration Stage Company)**
 **Consolidated
        Condensed Statements of Stockholders’ Equity**
 **(US
        Funds)**


**Shares**
              
              **Common Stock**
                **and Paid-In**
                **Capital in**
                **Excess of**
                **Par Value**
              
              **Shares of**
                **Preferred Stock**
              
              **Preferred Stock**
                **and Paid-in**
                **Capital in**
                **Excess of**
                **Par Value**
              
              **Subscriptions**
                **Receivable**
              
              **Subscriptions**
                **Received**
              
              **Accumulated**
                **Deficit**
              
              **Total**
                **Stockholders’**
                **Equity**Balance,
                  December 31, 2007
              
              
              29,189,133
              
              $
              15,918,522
              
              
              625,000
              
              $
              500,000
              
              $
              -
              
              $
              -
              
              $
              (13,007,211
              )
              $
              3,411,311Private
                  placement
              
              
              2,841,576
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              1,994,651
              
              
              
              
              
              1,994,651Stock-based
                  compensation
              
              
              
              
              
              57,056
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              57,056Net
                  loss for the period
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (2,719,745
              )
              
              (2,719,745
              )Balance,
                  September 30, 2008
              
              
              32,030,709
              
              $
              15,975,578
              
              
              625,000
              
              $
              500,000
              
              $
              -
              
              $
              1,994,651
              
              $
              (15,726,956
              )
              $
              2,743,273





See
      notes
      to the unaudited consolidated condensed financial statements


4





**WHITE
      MOUNTAIN TITANIUM CORPORATION**


**(An
      Exploration Stage Company)**


**Consolidated
      Condensed Statements of Cash Flows**


**(US
      Funds)**


**Cumulative****From Inception****November 13,****2001 through****Nine months ended Sept. 30**
              
              **Sept 30****2008**
              
              **2007**
              
              **2008****Unaudited**
              
              **Unaudited**
              
              **Unaudited****Operating
                  Activities**Net
                  loss for period
              
              $
              (2,719,745
              )
              $
              (2,321,724
              )
              $
              (13,823,851
              )Items
                  not involving cashAmortization
              
              
              17,483
              
              
              13,142
              
              
              73,297Stock-based
                  compensation
              
              
              57,056
              
              
              534,915
              
              
              2,175,806Common
                  stock issued for services
              
              
              -
              
              
              533,271
              
              
              1,957,630Financing
                  agreement penalty
              
              
              -
              
              
              187,500
              
              
              330,000Adjustment
                  to market – securities
              
              
              -
              
              
              -
              
              
              67,922Gain
                  on sale of marketable securities
              
              
              -
              
              
              -
              
              
              (87,217
              )Non-cash
                  resource property expenditures
              
              
              -
              
              
              -
              
              
              600,000**Changes
                  in Non-Cash Working Capital**Receivables
              
              
              (25,430
              )
              
              (7,577
              )
              
              (65,383
              )Marketable
                  securities
              
              
              -
              
              
              -
              
              
              19,295Accounts
                  payable and accrued liabilities
              
              
              7,969
              
              
              (84,520
              )
              
              77,366Prepaid
                  expenses
              
              
              845
              
              
              (14,238
              )
              
              (50,839
              )**Cash
                  Used in Operating Activities**
              
              
              (2,661,822
              )
              
              (1,159,231
              )
              
              (8,725,974
              )**Investing
                  Activities**Addition
                  to property and equipment
              
              
              (85,780
              )
              
              (21,060
              )
              
              (200,060
              )Mineral
                  property acquisition costs
              
              
              -
              
              
              
              
              
              (651,950
              )**Cash
                  Used in Investing Activities**
              
              
              (85,780
              )
              
              (21,060
              )
              
              (852,010
              )**Financing
                  Activities**Repayment
                  of long-term debt
              
              
              -
              
              
              -
              
              
              (100,000
              )Issuance
                  of Preferred Stock
              
              
              
              
              
              
              
              
              5,000,000Issuance
                  of common stock
              
              
              -
              
              
              2,340,684
              
              
              4,497,862Stock
                  subscriptions received
              
              
              1,994,651
              
              
              -
              
              
              1,994,651Stock
                  subscriptions receivable
              
              
              -
              
              
              -
              
              
              111,000Working
                  capital acquired on acquisition
              
              
              -
              
              
              -
              
              
              172**Cash
                  Provided by Financing Activities**
              
              
              1,994,651
              
              
              2,340,684
              
              
              11,503,685**(Outflow)
                  Inflow of Cash and equivalents**
              
              
              (752,951
              )
              
              (1,160,393
              )
              
              1,925,701**Cash
                  and equivalents, begining of period**
              
              
              2,678,652
              
              
              2,049,315
              
              
              -**Cash
                  and Cash Equivalents, End of Period**
              
              $
              1,925,701
              
              $
              3,209,708
              
              $
              1,925,701**Supplemental
                  Cash Flow Information**Income
                  tax paid
              
              $
              -
              
              $
              -
              
              $
              -Interest
                  paid
              
              $
              -
              
              $
              -
              
              $
              -**Shares
                  Issued for**Preferred
                  stock converted to common
              
              $
              -
              
              $
              5,000.000
              
              $
              -Settlement
                  of debt
              
              $
              -
              
              $
              -
              
              $
              830,000Services
              
              $
              -
              
              $
              533,271
              
              $
              1,
                  957,630Penalty
              
              $
              -
              
              $
              187,500
              
              $





See
      notes
      to the unaudited consolidated condensed financial statements


5





**1.**
            **NATURE
                OF BUSINESS AND BASIS OF
                PRESENTATION**





White
      Mountain Titanium Corporation (the “Company”) currently has no ongoing
      operations. Its principal business is to advance exploration and development
      activities on the Cerro Blanco rutile (titanium dioxide) property (“Cerro
      Blanco”) located in Region III of northern Chile. The Company is considered an
      exploration stage company and its financial statements are presented in a manner
      similar to a development stage company as defined in Statement of Financial
      Accounting Standards (“SFAS”) No. 7.





The
      accompanying financial statements have been prepared by the Company without
      audit.  In the opinion of management, all adjustments (which include only
      normal recurring adjustments) necessary to present fairly the financial
      position, results of operations and cash flows at September 30, 2008 and 2007
      and for the periods then ended have been made.  Certain information and
      footnote disclosures normally included in financial statements prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America have been condensed or omitted.  It is suggested that these
      condensed financial statements be read in conjunction with the financial
      statements and notes thereto included in the Company’s December 31, 2007 audited
      financial statements included in the Company’s annual report on Form 10-K filed
      with the SEC.  The results of operations for the periods ended September
      30, 2008 and 2007 are not necessarily indicative of the operating results for
      the full year


.


**2.**
            **PROPERTY
                AND EQUIPMENT**


**September 30, 2008**
                **Unaudited**AccumulatedCost
              
              Amortization
              
              NetVehicles
              
              $
              88,995
              
              $
              19,652
              
              $
              69,343Office
                  furniture
              
              
              2,702
              
              
              1,279
              
              
              1,423Office
                  equipment
              
              
              5,417
              
              
              2,281
              
              
              3,136Computer
                  equipment
              
              
              7,553
              
              
              3,255
              
              
              4,298Computer
                  software
              
              
              1,142
              
              
              379
              
              
              763Field
                  equipment
              
              
              62,421
              
              
              14,621
              
              
              47,800$
              168,230
              
              $
              41,467
              
              $
              126,763


**December 31, 2007**
                **Audited**AccumulatedCost
              
              Amortization
              
              NetVehicles
              
              $
              42,549
              
              $
              10,226
              
              $
              32,323Office
                  furniture
              
              
              2,704
              
              
              860
              
              
              1,844Office
                  equipment
              
              
              5,417
              
              
              1,442
              
              
              3,975Computer
                  equipment
              
              
              7,553
              
              
              2,121
              
              
              5,432Computer
                  software
              
              
              1,142
              
              
              207
              
              
              935Field
                  equipment
              
              
              23,085
              
              
              9,128
              
              
              13,957$
              82,450
              
              $
              23,984
              
              $
              58,466


6





**3.**
            **CAPITAL
                STOCK**





(a)
            **Common
                stock**





The
      Company’s authorized common stock with a par value of $0.001 is 100,000,000
      shares.





During
      the second quarter, the Company commenced an offering of up to 5,000,000 shares
      at a price of $0.75 per share. During the third quarter, the Company closed
      on
      2,841,576 shares for gross proceeds of $2,131,182. Net of commissions,
      registration fees and expenses, $1,994,651 was received.





(b)
            **Stock
                options**





During
      the three months ended September 30, 2008, no stock options were granted. A
      portion of the 165,000 stock options granted in the second quarter to two new
      independent directors vested. Therefore, of the 165,000 options, 82,500 options
      are outstanding and exercisable while 82,500 options will be vested in the
      future. As a result, compensation expense of $14,264 was recognized during
      the
      quarter using the Black-Scholes option pricing model.





The
      Black-Scholes model was calculated based on the following
      assumptions:





**2008**Expected
                  life (years)
              
              
              5Interest
                  rate
              
              
              4.4
              %Volatility
              
              
              91.55
              %Dividend
                  yield
              
              
              0
              %





**Period ended****September 30, 2008**
              **Unaudited**
            
            **December
                31, 2007**
              **Audited**Weighted
            
            
            
            WeightedAverage
            
            
            
            AverageNumber
            
            Exercise
            
            Number
            
            Exerciseof Options
            
            Price
            
            of Options
            
            PriceOutstanding
                - beginning of period
            
            
            2,975,000
            
            $
            0.50
            
            
            1,650,000
            
            $
            0.50Granted
            
            
            165,000
            
            $
            1.00
            
            
            1,325,000
            
            $
            0.50Exercised
            
            
            -
            
            $
            0.00
            
            
            -
            
            $
            0.00Outstanding
                – end of period
            
            
            3,140,000
            
            $
            0.53
            
            
            2,975,000
            
            $
            0.50Exercisable
                - end of period
            
            
            3,057,500
            
            $
            0.54
            
            
            2,975,000
            
            $
            0.50




7




**3.**
            **CAPITAL
                STOCK**





(b)
            **Stock
                options (continued)**





At
      the
      quarter end, the following director and consultant stock options were
      outstanding:


**September 30,**
              
              **December 31,**Expiry
                  Date
              
              Exercise
                Price
              
              **2008**
                **Unaudited**
              
              **2007**
                **Audited**August
                  1, 2009
              
              $
              2.00
              
              
              100,000
              
              
              100,000April
                  5, 2010
              
              $
              0.50
              
              
              250,000
              
              
              250,000January
                  31, 2011
              
              $
              0.50
              
              
              400,000
              
              
              400,000May
                  31, 2011
              
              $
              0.50
              
              
              600,000
              
              
              600,000August
                  1, 2011
              
              $
              0.50
              
              
              200,000
              
              
              200,000August
                  31, 2011
              
              $
              0.50
              
              
              350,000
              
              
              350,000August
                  31, 2012
              
              $
              0.50
              
              
              1,075,000
              
              
              1,075,000June
                  23, 2013
              
              $
              1.00
              
              
              165,000
              
              
              -3,140,000
              
              
              2,975,000





The
      shares under option at September 30, 2008 were in the following exercise price
      ranges:





**Options
                Exercisable**Exercise Price
            
            Weighted
              Average
              Exercise Price
            
            Number of
              Shares Under
              Option
            
            Aggregate
              Intrinsic Value
            
            Weighted
              Average
              Remaining
              Contractual Life
              in Years$
            0.50
            
            $
            0.50
            
            
            2,875,000
            
            $
            0.00
            
            
            3.03$
            1.00
            
            $
            1.00
            
            
            82,500
            
            $
            0.00
            
            
            4.73$
            2.00
            
            $
            2.00
            
            
            100,000
            
            $
            0.00
            
            
            0.84$
            0.57
            
            
            3,057,500
            
            $
            0.00
            
            
            3.01





(c)
            **Stock-based
                compensation**





During
      the three and nine months ended September 30, 2008, the total stock-based
      compensation recognized under the fair value method was $14,264 and 57,056
      respectively, which was charged to Consulting fees – directors and officers
      (2007: $211,869 for both the three and nine month periods respectively, charged
      to consulting fees and consulting fees - directors and officers) using the
      Black-Scholes option pricing model (Note 3 (b)).





During
      2007 stock-based compensation was reallocated to the underlying expense account
      where the cost of compensation was expensed. Accordingly, for presentation
      purposes, comparative 2007 information reallocates stock-based compensation
      to
      the underlying expense as follows:





As
                reported in 2007:
            
            **Three months**
              **ended Sept.**
              **30, 2007**
              **Unaudited**
            
            **Nine months**
              **ended Sept.**
              **30, 2007**
              **Unaudited**
            
            **Cumulative**
              **from inception**
              **to Sept. 30,**
              **2007**
              **Unaudited**Consulting
                fees
            
            $
            40,117
            
            $
            124,393
            
            $
            861,205Consulting
                fees – directors and officers
            
            
            51,800
            
            
            147,800
            
            
            884,834Management
                fees
            
            
            558,869
            
            
            606,869
            
            
            1,330,000Stock
                based compensation
            
            
            444,233
            
            
            534,915
            
            
            2,106,995$
            1,095,019
            
            $
            1,413,977
            
            $
            5,183,034


8





**3.**
            **CAPITAL
                STOCK**





(b)
            **Stock-based
                compensation (continued)**





2007
                comparatives restated in 2008:
            
            **Three months**
              **ended Sept.**
              **30, 2007**
              **Unaudited**
            
            **Nine months**
              **ended Sept.**
              **30, 2007**
              **Unaudited**
            
            **Cumulative**
              **from inception**
              **to Sept. 30,**
              **2007**
              **Unaudited**Consulting
                fees
            
            $
            220,939
            
            $
            373,017
            
            $
            1,447,836Consulting
                fees – directors and officers
            
            
            263,669
            
            
            382,549
            
            
            1,836,096Management
                fees
            
            
            610,411
            
            
            658,411
            
            
            1,899,482Stock
                based compensation
            
            
            -
            
            
            -
            
            
            -$
            1,095,019
            
            $
            1,413,977
            
            $
            5,183,414





**4.**
            **WEIGHTED
                AVERAGE NUMBER OF SHARES**





**Three months ended Sept. 30,**
            
            **Nine months ended Sept. 30,****2008**
              **Unaudited**
            
            **2007**
              **Unaudited**
            
            **2008**
              **Unaudited**
            
            **2007**
              **Unaudited**Share
                allocation for distributed amountsPreferred
                stock (common stock equivalent)
            
            
            625,000
            
            
            6,732,337
            
            
            625,000
            
            
            6,822,289Common
                stock
            
            
            29,199,542
            
            
            18,006,905
            
            
            29,189,133
            
            
            16,854,756Weighted
                average number of shares for undistributed amountsPreferred
                stock (common stock equivalent)
            
            
            625,000
            
            
            6,732,337
            
            
            625,000
            
            
            6,822,289Common
                stock
            
            
            29,199,542
            
            
            18,006,905
            
            
            29,189,133
            
            
            16,854,756





**5.**
            **LOSS
                CONTINGENCY**





The
      Company’s Securities Purchase Agreement with Rubicon and Phelps Dodge required
      that a registration statement for the resale of the shares underlying the
      preferred shares and warrants issued to them be effective by January 30, 2006
      and that the Company file a prospectus in Canada. In May 2006, the Company
      amended the Securities Purchase Agreement and issued 400,000 shares to Rubicon
      and 40,000 shares to Phelps Dodge in consideration for extending the
      registration period to September 30, 2006 and eliminating the Canadian filing
      requirement. These 440,000 shares may not have been eligible for an exemption
      from registration under the *Securities
      Act* of 1933.
      In the absence of such an exemption, these parties could bring suit against
      the
      Company to rescind the purchase of the 440,000 shares, in which event the
      Company could be liable for rescission payments to these persons.





During
      the year ended December 31, 2006, Rubicon agreed not to require registration
      of
      the 400,000 shares issued to it. A similar agreement is being sought from Phelps
      Dodge, but has not yet been received.





If
      the
      Company were to rescind the sale of the shares to Phelps Dodge, it would be
      liable for liquidated damages since January 30, 2006 equal to $5,000 per month
      for failure to meet the registration deadlines in the Securities Purchase
      Agreement. Through September 30, 2008, these damages could be as much as
      $160,000, plus interest at the rate of 1.5% per month. The Company believes
      that
      because of the relative amount of the liquidated damages collectable by Phelps
      Dodge, the likelihood of exercising a right of rescission and the attendant
      potential aggregate liability is not probable.





During
      the year ended December 31, 2006 the Company recorded the $330,000 as shares
      issued for settlement of this amount and believes no additional accruals are
      required.


9





**Item
      2. Management’s Discussion and Analysis**





The
      following discussion should be read in conjunction with our unaudited
      consolidated financial statements and related notes thereto as filed with this
      report.





**Background**





We
      are a
      mineral exploration company. We hold mining concessions composed of 33
      registered mining exploitation concessions, and 5 exploration concessions,
      over
      approximately 8,225 hectares located approximately 39 kilometers west of the
      City of Vallenar in the Atacama, or Region III, geographic region of northern
      Chile (hereinafter referred to as “Cerro Blanco”). We are in the exploration
      stage, which means we are engaged in the search for mineral deposits or reserves
      which could be economically and legally extracted or recovered. Our primary
      expenditures at this stage consist of acquisition and exploration costs and
      general and administration expenses. We have produced no revenues, have achieved
      losses since inception, have no operations, and currently rely upon the sale
      of
      our securities to fund our operations.





**Corporate
      Changes**





During
      the quarter ended September 30, 2008 we closed on our previously announced
      private placement of up to 5,000,000 shares at a price of $0.75 per share.
      2,841,576 shares were subscribed for gross proceeds of $2,131,182. Net of
      commissions and expenses, $1,994,651 was received.





**Plan
      of Operation**





We
      completed the acquisition of an undivided interest in Cerro Blanco in September
      2005. Exploration drilling by us and the previous owner has defined rutile
      mineralization. Metallurgical test work performed by Lakefield Research has
      demonstrated that this mineralization can be concentrated to a level meeting
      buyer specifications and can be produced using a conventional milling and
      flotation process.





Over
      the
      next twelve to twenty-four months we have two principal objectives: to advance
      the project towards a final engineering feasibility level and to secure off-take
      contracts for the planned rutile concentrate output. We also continue to
      investigate the commercial viability of producing a feldspar co-product. The
      feldspar could find applications in the glass and ceramics industries. On a
      year
      over year comparative basis, our activity in 2008, while initially budgeted
      to
      closely track that of 2007, exceeded the 2007 levels of expenditure,
      specifically in the areas of exploration and engineering.





***Geology
      and Engineering***





In
      early
      2008 the Company built a 12 kilometer, 5 meter wide access road to and around
      Eli. Drill pads were constructed on 50 meter centers adjacent to the road grid
      covering the prospect. An initial drill program, which involved two diamond
      drill rigs, commenced in late April and ran through June. Approximately 4,000
      meters of drilling was completed. The Company is awaiting final analyses and
      a
      compilation report on the program.





In
      January, 2008 the Company retained Thomas A. Henricksen, PhD. and a qualified
      person under Canadian National Instrument 43-101 to prepare a NI 43-101
      compliant technical report on the Cerro Blanco property (the “Technical
      Report”). The Technical Report, which was dated February 25, 2008, was based on
      extensive geological mapping, surface sampling, 14,078 metres of drilling and
      a
      geological model developed by the Company. In his report, Dr. Henricksen
      confirmed a current estimate of rutile resources under CIM classifications
      at
      the Las Carolinas and La Cantera prospects of measured and indicated resources
      of 32.9 million tonnes grading 2.23% TiO2 and inferred resources of 132 million
      tonnes grading 2.1% TiO2, all at a cut off grade of 1.0% TiO2.





Following
      completion of the Technical Report, the Company retained Dr. Henricksen to
      compile a NI 43-101 compliant preliminary assessment of the Cerro Blanco project
      (the “Assessment”). The Assessment, which was dated May 30, 2008, incorporated
      by reference the Technical Report as well as reports prepared for the Company
      by
      other independent experts in their fields. The latter reports include
      preliminary process engineering and costing report prepared by AMEC-Cade dated
      March, 2008, a preliminary pit design report prepared by NCL Ingenieria y
      Construccion dated May 2008, various metallurgical reports prepared by SGS
      Lakefield, an environmental base line study prepared by Arcadis Geotecnica
      dated
      December 2004 and titanium marketing information provided by the Company’s
      marketing consultant.





For
      engineering design purposes, the Assessment adopted a base case set of
      assumptions, the major assumptions being the construction of an open pit mine,
      processing plant and ancillary facilities capable of producing 100,000 tonnes
      per year of high grade rutile concentrate grading plus 94.5% TiO 2 at start
      up, scaling to 130,000 tonnes per year in production Year 4 at an assumed
      undiluted head grade to the plant of 2.3% TiO 2 .
      Mining
      would commence on the Las Carolinas prospect and feed would be conveyed downhill
      to a processing plant located less than two kilometers to the northeast. Within
      the plant, the process flow sheet consisted of a semi-autogenous grinding mill,
      gravity pre-concentration and column flotation circuits and high intensity
      magnetic separation with process water sourced from a desalination plant
      constructed at the port of Huasco. AMEC-Cade assumed that mining would be done
      under contract at a cost of US$1.20 per tonne mined and that the price of high
      grade rutile concentrates would be US$500 per tonne FOB port.


10


Based
      on
      these assumptions AMEC-Cade, our internationally recognized engineering
      contractor, designed a processing plant with an initial operating capacity
      of
      approximately 5.1 million tonnes per year, increasing to approximately 6.1
      million tonnes per year by Year 4. They estimated a cost to construct the plant
      and ancillary facilities of US$117 million in direct costs and US$42 million
      in
      indirect costs, for a total of US$159 million. To this figure, and as this
      was a
      preliminary study, AMEC-Cade added a 20% contingency to arrive at a total
      estimated cost of US$190 million. With respect to processing plant operating
      costs, AMEC-Cade estimated site and transportation costs to port of US$3.60
      per
      tonne processed (US$184 per tonne of rutile concentrate) in Year 1, dropping
      to
      US$3.50 per tonne processed (US$180 per tonne of rutile concentrate) in Year
      4.
      The anticipated reduction in operating costs is attributed to increased volumes
      as well as increased efficiencies from the gravity pre-concentration circuit.
      Electric power consumption was the highest single cost item, comprising
      approximately 31% of the total estimated unit operating costs. AMEC-Cade
      recommended that the Company proceed to the pilot stage and investigate two
      possibilities for reducing capital costs: the use of sea water rather than
      desalinated water in the processing plant and siting the plant elsewhere on
      the
      property to lower the installed cost of the conveyor. Two alternate sites were
      identified.





With
      respect to mining, mining costs would be in addition to the processing plant
      operating costs estimates set out above. A preliminary mine plan will be
      prepared once further drilling has been completed. At present NCL have modelled
      preliminary optimized pits for only the Central Zone of the Las Carolinas
      prospect on the assumption that this could be the initial pit area. The pits
      were modelled using 10 x 10 x 10 metre blocks and base case pit wall angles
      of
      45 degrees, with sensitivities run at 50 degrees. Incorporating 45 degree wall
      angles and in pit measured, indicated and inferred resources, the derived strip
      ratio was 1.13 to 1.00, waste to mineralized resources at a grade of
      approximately 2.2% TiO 2 .
      Increasing the wall angle to 50 degrees reduced the derived strip ratio to
      0.96
      to 1.00, waste to mineralized resources at the same grade. For clarification,
      under NI 43-101 policy, inferred resources must be upgraded to a measured and
      indicated classification before they can be included in an economic assessment.
      Whilst the objective of the Company’s mapping, surface sampling and drilling
      programs is to both increase the quantity and classification of TiO 2 resources on the Cerro Blanco property, the project is at an exploration stage
      and there is no guarantee of future exploration success or of economic
      viability. For these reasons, project cash flow estimates are not included
      in
      the Assessment.





Arcadis
      Geotecnica conducted an environmental base line study over the Las Carolinas
      and
      La Cantera prospects. Based on field information gathered, vegetation in the
      area was comprised mostly of bushes, cactus and plants characteristically found
      in desert regions and areas of sandy and stony soils. Whilst no native animals
      were observed, animals potentially living in the area would include foxes,
      rodents, pumas, guanacos, rabbits and reptiles. The study stated that a mining
      operation as contemplated would have no significant impact on land vertebrates
      but care would need to be exercised on the northern slopes favoured by reptiles.
      Six underground springs were identified, several with only seasonal flow. As
      well six houses were observed extending from the project north towards Vallenar,
      three of which are occupied on a permanent basis. Conversations with the
      inhabitants suggested that they would have a positive view of the project due
      to
      the economic and social benefits it would bring. Arcadis Geotecnica recommended
      an intensive follow up survey of one ravine for possible archaeological relics
      and indentified two areas for the possible stockpiling of waste rock. The
      Company retained Arcadis Geotechnica to complete the recommended follow up
      survey and no archaeological relics were found.





The
      Assessment concluded that results from the considerable body of work completed
      on the project to date support the Company’s recommended, phased work programs
      and that the estimated costs for the work programs were reasonable and adequate
      to the present stage of the project. The overall objective of the Company’s work
      programs is to complete an independent final feasibility study which supports
      the construction of a natural rutile, TiO2 mining operation on the
      property.





We
      now
      have a considerable body of engineering design and process engineering work
      completed, both by us and previous owners, for the development of a large open
      pit mine and milling operation. The extent to which this engineering work could
      be incorporated into a feasibility study will depend on factors such as optimal
      plant sizing and configuration based on product volumes and specifications
      set
      out in off-take contracts and process design, the latter to be determined by
      refinements coming out of this year’s planned metallurgical test work and pilot
      scale testing. With off-take contracts in hand, we would undertake a program
      of
      drilling to provide data for mine planning and design,, for an environmental
      impact assessment and permitting program, and to commission a feasibility study.
      As some of these activities would be undertaken in tandem, we believe a
      feasibility study could be completed within twelve to fourteen months of us
      receiving off-take contracts, subject to the availability of funds, personnel
      and equipment. We estimate the cost to take the project to the point of
      commissioning a final engineering feasibility study at approximately $3,408,000.
      This figure includes a 20 per cent contingency but excludes general and
      administrative expenses. As of November 12, 2008, our cash position was
      approximately $1,745,000. We currently do not have sufficient capital to
      complete this plan and estimate that we will require additional financing to
      do
      so, as discussed in Liquidity below


11


***Marketing***





In
      April
      2008 executive management and our marketing team attended the Industrial
      Minerals Conference, in Athens Greece. At this event we also met with buyers
      of
      high grade rutile concentrate. We believe that market conditions are moving
      favorably towards the producers of concentrate as supply is tightening on a
      worldwide basis and prices are tending upwards. We received considerable
      interest in our proposed product(s), with questions concentrating on tonnage
      as
      opposed to pricing, a major change in perspective from past conferences.





Based
      on
      these discussions and preliminary marketing results, we believe that demand
      for
      our proposed product(s) will meet or exceed the planned capacity of the
      currently proposed physical plant. The market for TiO 2 feedstock,
      particularly high grade rutile, appears to be entering a growth period, with
      increased demand coming not only from the paint and pigment industries, but
      also
      from welding rod manufacturers and metal producers. Our ability to enter this
      market, however, is subject to significant risk factors, including our ability
      to raise sufficient funds to meet the engineering plans noted above, as well
      as
      the successful completion of pilot plant operations which demonstrate our
      ability to produce a product(s) that meets purchaser’s
      specifications.





**Results
      of Operations**





We
      recorded a loss for the three months ended September 30, 2008 of $955,874
      ($(0.03) per weighted average common share outstanding) compared to a loss
      of
      $1,482,440 ($(0.08) per share) for the comparable interim period in the
      preceding year. On a year to date basis, for the nine months ended September
      30,
      2008 the loss was $2,719,745 ($0.09 per share) compared to $2,321,724 ($0.14
      per
      share) for the comparable period in 2007.





The
      35%
      decrease in loss in the current quarter is primarily attributable to the
      recognition of $444,233 of stock based compensation expense in third quarter
      of
      2007. Stock based compensation expense in third quarter of 2008 was $14,264,
      reflecting the much lower number of options issued or vesting this year.





Exploration
      expenditures during the quarter were $458,744 (YTD: $1,141,642) compared to
      $103,865 in third quarter of 2007 (YTD: $333,239). This is a result of the
      work
      carried out during the quarter on the Eli prospect, which was discovered last
      year,





For
      the
      first time, unrealized foreign exchange losses were a material part of the
      loss
      during the quarter. During 2007 and for the first three months of this fiscal
      year, the Chilean peso was strengthening against the US dollar. This started
      to
      reverse direction during the second quarter of 2008, and during the third
      quarter alone, the peso weakened 7% against the dollar, closing out the quarter
      at 551 pesos to the dollar.peso. As most of our expenses are incurred in -
      and
      many of our assets are held in - Chile, upon consolidation at quarter end this
      fluctuation resulted in an unrealized foreign exchange loss of $121,394. In
      comparison, the unrealized loss in third quarter of 2007 was immaterial at
      less
      than $500 and was recorded as part of total foreign exchange expense of $8,573.





Subsequent
      to the quarter end, the peso has weakened significantly against the dollar,
      with
      the current peso to dollar exchange rate quoted at 690 pesos to the dollar.
      Our
      practice to date has been to hold the vast majority of our funds in US dollars.
      However, as significant expenditures are anticipated in the next two quarters,
      we may in future hold some funds in Chilean pesos to meet these expenses. We
      believe that the volatility of the currency markets is such that both gains
      and/or losses are possible during the current quarter, and the results for
      the
      year as a whole are not determinable at this time.





Many
      other expenses are comparable, or lower, this quarter to the corresponding
      quarter last year. The most significant items are:





·
            Advertising
                and promotion expense for the quarter were $3,461 (YTD – 30,160) compared
                to $14,230 and $42,273 for the comparable periods of 2007. This reduction
                is a result of lower expenses being incurred in raising awareness
                of the
                company ;


·
            Consulting
                fees for the quarter were $32,715 (YTD – $146,419). During 2007 the
                respective figures were $220,939 and $373,017. However, the 2007
                numbers
                include stock based compensation expense attributable to options
                issued to
                consultants. Excluding stock based compensation the 2007 expense
                was
                comparable to 2008 at $40,117 and $124,393
                respectively;


·
            Consulting
                fees – directors and officers were $91,964 (YTD - $286,166; 2007: $263,669
                and $382,549 respectively). Again the 2007 expenses include stock
                based
                compensation. Excluding such compensation the 2007 comparatives are
                51,800
                and $147,800. During the first half of 2007 the fees of the CFO of
                approximately $27,000 were charged to consulting. Subsequent to his
                appointment to the board these fees were, and continue to be, charged
                to
                consulting fees- directors and officers. The balance of the increase
                reflects the use of various technical consultants and nominally increased
                officer compensation;


·
            Insurance
                was $14,595 (YTD - $46,575 – 2007: 10,182 and $24,185) as insurance
                premiums rose significantly during the
                year;


·
            Licenses
                and taxes were $50,248 for the three month period (YTD - $145,330),
                compared to $13,262 and $25,283 for the comparable periods of 2007.
                These
                increases were entirely incurred in Chile, as a result of increased
                land
                holding taxes and costs and IVA (Chilean value-added
                tax);


12


·
            Management
                fees of $34,800 (YTD $104,400; 2007 - $610,411 and $658,411 respectively)
                are comparable when the third quarter of 2007 management stock bonus
                payment of $533,269 is excluded;
                and


·
            Professional
                fees were $39,906 (YTD $171,159; 2007 $24,007 and $118,202 respectively).
                This reflects ongoing increases in accounting expenses, as well as
                increased legal expenditures due to the corporate reorganization
                in Chile
                and increased regulatory filing, including the S-1 registration statement
                and the BC Securities Commission issue. The latter issue alone cost
                approximately $34,000 to the end of
                June.





**Recent
      Accounting Pronouncements**





In
      December 2007, the FASB issued SFAS No. 141(R), *“Business
      Combinations”* (SFAS
      141(R)), which replaces SFAS 141. SFAF 141(R) requires assets and liabilities
      acquired in a business combination, contingent consideration, and certain
      acquired contingencies to be measured at their fair values as of the date of
      acquisition. SFAS 141(R) also requires that acquisition-related costs and
      restructuring costs be recognized separately from the business combination.
      SFAS
      141(R) is effective for fiscal years beginning after December 15, 2008 and
      will
      be effective for business combinations entered into after January 1, 2009.
      There
      is no impact on the Company’s financial statements





In
      December 2007, the FASB issued SFAS No. 160, *“Non-controlling
      interests in Consolidated Financial Statements, an Amendment of ARB No.
      51”* (SFAS
      160). SFAS 160
      clarifies the accounting for non-controlling interests and establishes
      accounting and reporting standards for the non-controlling interest in a
      subsidiary, including classification as a component of equity. SFAS 160 is
      effective for fiscal years beginning after December 15, 2008. The Company does
      not currently have any minority interests.




In
      March
      2008, the FASB issued SFAS No. 161, *Disclosures about Derivative Instruments and Hedging Activities* ("SFAS
      161"). SFAS 161 is intended to improve financial reporting about derivative
      instruments and hedging activities by requiring enhanced disclosures to enable
      investors to better understand their effects on an entity's financial position,
      financial performance, and cash flows. SFAS 161 achieves these improvements
      by
      requiring disclosure of the fair values of derivative instruments and their
      gains and losses in a tabular format. It also provides more information about
      an
      entity's liquidity by requiring disclosure of derivative features that are
      credit risk-related. Finally, it requires cross-referencing within footnotes
      to
      enable financial statement users to locate important information about
      derivative instruments. SFAS 161 will be effective for financial statements
      issued for fiscal years and interim periods beginning after November 15, 2008,
      will be adopted by the Company beginning in the first quarter of 2009. The
      Company does not expect there to be any significant impact of adopting SFAS
      161
      on its financial position, cash flows and results of operations.




In
      May
      2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
      Accounting Principles”. SFAS 162 identifies the sources of accounting principles
      and the framework for selecting the principles to be used in the preparation
      of
      financial statements of non-governmental entities that are presented in
      conformity with GAAP in the United States. It is effective 60 days following
      the
      SEC’s approval of the Public Company Accounting Oversight Board amendments to AU
      Section 411, “The Meaning of Present Fairly in Conformity With Generally
      Accepted Accounting Principles”. The adoption of this statement is not expected
      to have a material effect on the Company’s financial statements.





In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued Statement of
      Financial Accounting Standards (“SFAS”) No. 163, “Accounting for Financial
      Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”.
      SFAS 163 requires that an insurance enterprise recognize a claim liability
      prior
      to an event of default when there is evidence that credit deterioration has
      occurred in an insured financial obligation. It also clarifies how Statement
      60
      applies to financial guarantee insurance contracts, including the recognition
      and measurement to be used to account for premium revenue and claim liabilities,
      and requires expanded disclosures about financial guarantee insurance contracts.
      It is effective for financial statements issued for fiscal years beginning
      after
      December 15, 2008, except for some disclosures about the insurance enterprise’s
      risk-management activities. SFAS 163 requires that disclosures about the
      risk-management activities of the insurance enterprise be effective for the
      first period beginning after issuance. Except for those disclosures, earlier
      application is not permitted. The adoption of this statement is not expected
      to
      have a material effect on the Company’s financial statements.


13


**Forward
      Looking Statements**





The
      statements contained in this report that are not historical facts are
      forward-looking statements that represent management’s beliefs and assumptions
      based on currently available information. Forward-looking statements include
      the
      information concerning our possible or assumed future results of operations,
      business strategies, need for financing, competitive position, potential growth
      opportunities, potential operating performance improvements, ability to retain
      and recruit personnel, the effects of competition and the effects of future
      legislation or regulations. Forward-looking statements include all statements
      that are not historical facts and can be identified by the use of
      forward-looking terminology such as the words “believes,” “intends,” “may,”
“will,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable
      terminology or by discussions of strategy or trends. Although we believe that
      the expectations reflected in such forward-looking statements are reasonable,
      we
      cannot give any assurances that these expectations will prove to be correct.
      Such statements by their nature involve risks and uncertainties that could
      significantly affect expected results, and actual future results could differ
      materially from those described in such forward-looking statements. Among the
      factors that could cause actual future results to differ materially are the
      risks and uncertainties discussed in this report. While it is not possible
      to
      identify all factors, we continue to face many risks and uncertainties
      including, but not limited to, the cyclicality of the titanium dioxide industry,
      global economic and political conditions, global productive capacity, customer
      inventory levels, changes in product pricing, changes in product costing,
      changes in foreign currency exchange rates, competitive technology positions
      and
      operating interruptions (including, but not limited to, labor disputes, leaks,
      fires, explosions, unscheduled downtime, transportation interruptions, war
      and
      terrorist activities). Mining operations are subject to a variety of existing
      laws and regulations relating to exploration and development, permitting
      procedures, safety precautions, property reclamation, employee health and
      safety, air and water quality standards, pollution and other environmental
      protection controls, all of which are subject to change and are becoming more
      stringent and costly to comply with. Should one or more of these risks
      materialize (or the consequences of such a development worsen), or should the
      underlying assumptions prove incorrect, actual results could differ materially
      from those expected. We disclaim any intention or obligation to update publicly
      or revise such statements whether as a result of new information, future events
      or otherwise.





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





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





**Item
      4. Controls and Procedures**





**Disclosure
      Controls and Procedures**





Our
      principal executive officer, Michael P. Kurtanjek, and principal financial
      officer, Charles E. Jenkins, have concluded, based on their evaluation, as
      of
      the end of the period covered by this report, that our disclosure controls
      and
      procedures (as defined in Rule 15d-15(e) under the Exchange Act) are
      (1) effective to ensure that material information required to be disclosed
      by us in reports filed or submitted by us under the Exchange Act is recorded,
      processed, summarized, and reported within the time periods specified in the
      rules and forms of the Securities and Exchange Commission, and (2) effective
      to
      ensure that information required to be disclosed by us in such reports filed
      or
      submitted by the Company under the Exchange Act is accumulated and communicated
      to management of the Company, including the principal executive officer, to
      allow timely decisions regarding required disclosure.





**Changes
      in Internal Control Over Financial Reporting**





There
      were no changes in our internal control over financial reporting (as defined
      in
      Rule 15d-15(f) under the Exchange Act) that occurred during our most recent
      quarter ended September 30, 2008, that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting.





It
      should
      be noted that any system of controls, however well designed and operated, can
      provide only reasonable and not absolute assurance that the objectives of the
      system will be met. In addition, the design of any control system is based
      in
      part upon certain assumptions about the likelihood of future events. Because
      of
      these and other inherent limitations of control systems, there is only
      reasonable assurance that our controls will succeed in achieving their stated
      goals under all potential future conditions.


14


**PART
      II. OTHER INFORMATION**





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




s
      of
      September 30,, 2008, the Company had closed on its previously announced offering
      of up to 5,000,000 shares at a price of $0.75 per share. The offering was made
      concurrently to persons within the United States and to non-U.S. persons located
      outside the United States. We sold a total of 2,841,576 shares of common stock
      in the offering for gross proceeds of $2,131,182. During the second quarter
      we
      had previously reported 138,707 shares as being sold, which shares are included
      in the preceding total. Of these 2,841,576 shares sold in this offering,
      2,817,869 were sold within the United States without registration under the
      Securities Act by reason of the exemption from registration afforded by the
      provisions of Section 4(6) and/or Section 4(2) thereof, and Rule 506 promulgated
      thereunder, as a transaction by an issuer not involving any public offering.
      Each of the purchasers was an accredited investor as defined in Regulation
      D.
      The remaining 23,707 shares were sold outside the United States to non-U.S.
      persons in accordance with the provisions of Regulation S. Each investor
      delivered appropriate investment representations with respect to this stock
      sale
      and consented to the imposition of restrictive legends upon the stock
      certificate representing the shares. No investor entered into the transaction
      with us as a result of or subsequent to any advertisement, article, notice,
      or
      other communication published in any newspaper, magazine, or similar media
      or
      broadcast on television or radio, or presented at any seminar or meeting. Each
      investor was also afforded the opportunity to ask questions of our management
      and to receive answers concerning the terms and conditions of the transaction.
      No underwriting discounts or commissions were paid in connection with these
      stock sales.





**Item
      6. Exhibits**





The
      following exhibits are furnished with this report:





31.1
            Rule
                15d-14(a) Certification by Principal Executive
                Officer


31.2
            Rule
                15d-14(a) Certification by Chief Financial
                Officer


32.1
            Section
                1350 Certification of Principal Executive
                Officer


32.2
            Section
                1350 Certification of Chief Financial
                Officer





**SIGNATURES**





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





**White
                Mountain Titanium Corporation**Date:
                November 13, 2008
            By
            /s/
                Michael P. KurtanjekMichael
                P. Kurtanjek, President(Principal
                Executive Officer)Date:
                November 13, 2008
            By
            /s/
                Charles E. JenkinsCharles
                E. Jenkins, Chief Financial Officer
              (Principal
                Financial Officer)


15