UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM 10-Q





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





For the
quarterly period ended March 31, 2009





 ̈
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 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 r No r




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 Company x





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


Yes  ̈____No x





34,404,043
shares of the issuer’s common stock, $.001 par value, were outstanding at May
12, 2009.





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
Balance Sheets


(US
Funds)





March
      31, December 31,2009
                                          
                                          
                                          2008Unaudited
                                          
                                          
                                          AuditedAssetsCurrentCash
      and cash equivalents
                                          
                                          $
                                          1,079,268
                                          
                                          
                                          $
                                          1,475,460Prepaid
      expenses
                                          
                                          
                                          70,190
                                          
                                          
                                          
                                          54,530Receivables
                                          
                                          
                                          18,377
                                          
                                          
                                          
                                          15,646Total
      Current Assets
                                          
                                          
                                          1,167,835
                                          
                                          
                                          
                                          1,545,636Property and Equipment(Note
      2)
                                          
                                          
                                          65,536
                                          
                                          
                                          
                                          86,019Mineral Properties
                                          
                                          
                                          651,950
                                          
                                          
                                          
                                          651,950Total Assets
                                          
                                          $
                                          1,885,321
                                          
                                          
                                          $
                                          2,283,605LiabilitiesCurrentAccounts payable and accrued
      liabilities
                                          
                                          $
                                          50,705
                                          
                                          
                                          $
                                          35,777Total Current Liabilities and Total
      Liabilities
                                          
                                          
                                          50,705
                                          
                                          
                                          
                                          35,777Stockholders’
      EquityPreferred Stock and Paid-in
      Capital in Excess of $0.001 Par Value20,000,000  Shares
      authorized625,000  (2008
      – 625,000) shares issued and outstanding
                                          
                                          
                                          500,000
                                          
                                          
                                          
                                          500,000Common
      Stock and Paid-in Capital in Excess of $0.001 Par Value100,000,000  Shares
      authorized32,404,042  (2008
      – 32,004,042) shares issued and outstanding
                                          
                                          
                                          18,106,282
                                          
                                          
                                          
                                          17,930,947Deficit Accumulated During the Exploration
      Stage
                                          
                                          
                                          (16,771,666
                                          )
                                          
                                          
                                          (16,183,119
                                          )Total Stockholders’ Equity
                                          
                                          
                                          1,834,616
                                          
                                          
                                          
                                          2,247,828Total Liabilities and Stockholders’
      Equity
                                          
                                          $
                                          1,885,321
                                          
                                          
                                          $
                                          2,283,605





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
                              March
      312009
                              Unaudited
                            
                            
                            2008
                              Unaudited
                            
                            
                            Cumulative
                              From Inception
                              November 13,
                              2001 through
                              March 31, 2009
                              UnauditedExpensesAdvertising and
      promotion
                            
                            $
                            15,096
                            
                            
                            $
                            16,707
                            
                            
                            $
                            196,058Amortization
                            
                            
                            6,388
                            
                            
                            
                            5,005
                            
                            
                            
                            101,968Bank charges and
      interest
                            
                            
                            1,084
                            
                            
                            
                            1,757
                            
                            
                            
                            23,887Consulting fees
                            
                            
                            38,491
                            
                            
                            
                            66,590
                            
                            
                            
                            1,969,113Consulting fees – directors and
      officersofficers
                            
                            
                            253,035
                            
                            
                            
                            75,700
                            
                            
                            
                            3,130,078Exploration
                            
                            
                            133,628
                            
                            
                            
                            301,761
                            
                            
                            
                            4,276,261Filing fees
                            
                            
                            1,397
                            
                            
                            
                            2,499
                            
                            
                            
                            49,264Insurance
                            
                            
                            8,688
                            
                            
                            
                            15,640
                            
                            
                            
                            201,153Investor relations
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            73,798Licenses and taxes
                            
                            
                            9,587
                            
                            
                            
                            56,899
                            
                            
                            
                            370,939Management fees
                            
                            
                            34,800
                            
                            
                            
                            34,800
                            
                            
                            
                            1,431,190Office
                            
                            
                            4,633
                            
                            
                            
                            8,220
                            
                            
                            
                            154,122Professional fees
                            
                            
                            24,727
                            
                            
                            
                            37,350
                            
                            
                            
                            1,395,956Rent
                            
                            
                            16,579
                            
                            
                            
                            30,196
                            
                            
                            
                            334,585Telephone
                            
                            
                            3,010
                            
                            
                            
                            5,863
                            
                            
                            
                            77,109Transfer agent
fees
                            
                            
                            640
                            
                            
                            
                            1,332
                            
                            
                            
                            11,863Travel and vehicle
                            
                            
                            36,626
                            
                            
                            
                            30,039
                            
                            
                            
                            901,659Loss before other
      items
                            
                            
                            (588,409
                            )
                            
                            
                            (690,358
                            )
                            
                            
                            (14,699,002
                            )Gain on sale of marketable
      securities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            87,217Adjustment to market for
      marketable securities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (67,922
                            )Gain on Foreign
      exchange
                            
                            
                            6,953
                            
                            
                            
                            33,445
                            
                            
                            
                            (190,021
                            )Loss
      on sale of assets
                            
                            
                            (7,465
                            )
                            
                            
                            -
                            
                            
                            
                            (19,176
                            )Dividend income
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            4,597Interest income
                            
                            
                            374
                            
                            
                            
                            18,810
                            
                            
                            
                            345,749Financing agreement
      penalty
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (330,000
                            )Net loss for the
      period
                            
                            
                            (588,547
                            )
                            
                            
                            (638,103
                            )
                            
                            
                            (14,868,558
                            )Preferred stock
      dividends
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (1,537,500
                            )Net
      Loss Available for Distribution
                            
                            $
                            (588,547
                            )
                            
                            $
                            (638,103
                            )
                            
                            $
                            (16,406,058
                            )Loss
      per Common Share
                            
                            $
                            (0.02
                            )
                            
                            $
                            (0.02
                            )
                            
                            
                            -Weighted average number of Common
      SharesOutstanding
                            
                            
                            32,324,043
                            
                            
                            
                            29,189,133
                            
                            
                            
                            -





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’
                                              EquityBalance,
      December 31, 2007
                                            
                                            
                                            29,189,133
                                            
                                            
                                            $
                                            15,918,522
                                            
                                            
                                            
                                            625,000
                                            
                                            
                                            $
                                            500,000
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (13,007,211
                                            )
                                            
                                            $
                                            3,411,311Stock-based
      compensation
                                            
                                            
                                            -
                                            
                                            
                                            
                                            45,339
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            45,339Shares
      issued for cashPrivate
      placement
                                            
                                            
                                            2,814,909
                                            
                                            
                                            
                                            1,967,086
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,967,086Net
      loss for the year
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (3,175,908
                                            )
                                            
                                            
                                            (3,175,908
                                            )Balance,
      December 31, 2008
                                            
                                            
                                            32,004,042
                                            
                                            
                                            $
                                            17,930,947
                                            
                                            
                                            
                                            625,000
                                            
                                            
                                            $
                                            500,000
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (16,183,119
                                            )
                                            
                                            $
                                            2,247,828Stock-based
      compensation
                                            
                                            
                                            
                                            
                                            
                                            
                                            11,335
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            11,335Bonus
      shares
                                            
                                            
                                            400,000
                                            
                                            
                                            
                                            164,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            164,000Net
      loss for the period
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (588,547
                                            )
                                            
                                            
                                            (588,547
                                            )Balance,
      March 31, 2009
                                            
                                            
                                            32,404,042
                                            
                                            
                                            $
                                            18,106,282
                                            
                                            
                                            
                                            625,000
                                            
                                            
                                            $
                                            500,000
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            (16,771,666
                                            )
                                            
                                            $
                                            1,834,616





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)





CumulativeFrom
      InceptionNovember
      13,2001
      throughThree
      months ended March 31
                                          
                                          
                                          March
      312009
                                          
                                          
                                          2008
                                          
                                          
                                          2009Unaudited
                                          
                                          
                                          Unaudited
                                          
                                          
                                          UnauditedOperating
      ActivitiesNet
      loss for period
                                          
                                          $
                                          (588,547
                                          )
                                          
                                          $
                                          (638,103
                                          )
                                          
                                          $
                                          (14,868,558
                                          )Items
      not involving cashAmortization
                                          
                                          
                                          6,388
                                          
                                          
                                          
                                          5,005
                                          
                                          
                                          
                                          101,968Stock-based
      compensation
                                          
                                          
                                          11,335
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,175,424Common stock issued for
      services
                                          
                                          
                                          164,000
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          2,121,630Financing agreement
      penalty
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          330,000Adjustment
      to market – securities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          67,922Gain
      on sale of marketable securities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (87,217
                                          )Loss
      on sale of assets
                                          
                                          
                                          7,465
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (4,246
                                          )Non-cash resource property
      expenditures
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          600,000Changes
      in Non-Cash Working CapitalReceivables
                                          
                                          
                                          (2,731
                                          )
                                          
                                          
                                          (20,180
                                          )
                                          
                                          
                                          (18,377
                                          )Marketable
      securities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          19,295Accounts payable and accrued
      liabilities
                                          
                                          
                                          14,928
                                          
                                          
                                          
                                          71,412
                                          
                                          
                                          
                                          (70,190
                                          )Prepaid expenses
                                          
                                          
                                          (15,660
                                          )
                                          
                                          
                                          (24,777
                                          )
                                          
                                          
                                          50,705Cash Used in Operating
      Activities
                                          
                                          
                                          (402,822
                                          )
                                          
                                          
                                          (606,643
                                          )
                                          
                                          
                                          (9,581,644
                                          )Investing
      ActivitiesAddition
      to property and equipment
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (26,948
                                          )
                                          
                                          
                                          (169,888
                                          )Mineral property acquisition
      costs
                                          
                                          
                                          -
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          (651,950
                                          )Cash Used in Investing
      Activities
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (26,948
                                          )
                                          
                                          
                                          (821,838
                                          )Financing
      ActivitiesRepayment
      of long-term debt
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          (100,000
                                          )Issuance
      of Preferred Stock
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          
                                          5,000,000Issuance
      of common stock
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          6,344,949Stock
      subscriptions received
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          120,000Stock
      subscriptions receivable
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          111,000Sale
      of surplus assets
                                          
                                          
                                          6,630
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          6,630Working capital
      acquired on acquisition
                                          
                                          
                                          -
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          171Cash Provided by Financing
      Activities
                                          
                                          
                                          6,630
                                          
                                          
                                          
                                          -
                                          
                                          
                                          
                                          11,482,750(Outflow)
      Inflow of Cash and equivalents
                                          
                                          
                                          (396,192
                                          )
                                          
                                          
                                          (633,591
                                          )
                                          
                                          
                                          1,079,268Cash and equivalents, begining of
      period
                                          
                                          
                                          1,475,460
                                          
                                          
                                          
                                          2,678,652
                                          
                                          
                                          
                                          -Cash and Cash Equivalents, End of
      Period
                                          
                                          $
                                          1,079,268
                                          
                                          
                                          $
                                          2,045,061
                                          
                                          
                                          $
                                          1,079,268Supplemental
      Cash Flow InformationIncome tax paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Interest paid
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Shares
      Issued forPreferred
      stock converted to common
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -Settlement
      of debt
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          830,000Services
                                          
                                          $
                                          164,000
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          2,121,630Penalty
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          187,500










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 March 31, 2009 and 2008 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, 2008 audited
financial statements included in the Company’s 2008 annual report on Form 10-K
filed with the SEC.  The results of operations for the periods ended March
31, 2009 and 2008 are not necessarily indicative of the operating results for
the full year.





2.
            PROPERTY
      AND EQUIPMENT





March 31, 2009
                        UnauditedAccumulatedCost
                      
                      
                      Amortization
                      
                      
                      NetVehicles
                      
                      $
                      54,153
                      
                      
                      $
                      32,826
                      
                      
                      $
                      21,328Office
      furniture
                      
                      
                      2,704
                      
                      
                      
                      1,953
                      
                      
                      
                      751Office
      equipment
                      
                      
                      5,417
                      
                      
                      
                      3,044
                      
                      
                      
                      2,373Computer
      equipment
                      
                      
                      7,553
                      
                      
                      
                      4,004
                      
                      
                      
                      3,549Computer
      software
                      
                      
                      1,142
                      
                      
                      
                      492
                      
                      
                      
                      650Field equipment
                      
                      
                      56,832
                      
                      
                      
                      19,946
                      
                      
                      
                      36,886$
                      127,800
                      
                      
                      $
                      62,264
                      
                      
                      $
                      65,536





December 31, 2008
                      AuditedAccumulatedCost
                    
                    
                    Amortization
                    
                    
                    NetVehicles
                    
                    $
                    70,534
                    
                    
                    $
                    32,050
                    
                    
                    $
                    38,484Office
      furniture
                    
                    
                    2,704
                    
                    
                    
                    1,846
                    
                    
                    
                    858Office
      equipment
                    
                    
                    5,417
                    
                    
                    
                    2,829
                    
                    
                    
                    2,588Computer
      equipment
                    
                    
                    7,553
                    
                    
                    
                    3,631
                    
                    
                    
                    3,922Computer
      software
                    
                    
                    1,142
                    
                    
                    
                    436
                    
                    
                    
                    706Field equipment
                    
                    
                    62,419
                    
                    
                    
                    22,958
                    
                    
                    
                    39,461$
                    149,769
                    
                    
                    $
                    63,750
                    
                    
                    $
                    86,019




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.





(b)
            Stock
      options





During
the three months ended March 31, 2009, no stock options were
granted.  A portion of the 165,000 stock options granted in the second
quarter of 2008 to two new independent directors vested.  Therefore,
of the 165,000 options, 123,750 options are outstanding and exercisable while
41,250 options will be vested in the future. As a result, compensation expense
of $11,335 was recognized during the quarter using the Black-Scholes option
pricing model.





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




2009
            
            
            2008Expected
      life (years)
            
            
            5
            
            
            
            5Interest
      rate
            
            
            3.52
            %
            
            
            3.52
            %Volatility
            
            
            57.12
            %
            
            
            57.12
            %Dividend yield
            
            
            0
            %
            
            
            0
            %




Period endedMarch 31, 2009
              Unaudited
            
            
            December 31, 2008
              AuditedWeighted
            
            
            
            
            
            WeightedAverage
            
            
            
            
            
            AverageNumber
            
            
            Exercise
            
            
            Number
            
            
            Exerciseof Options
            
            
            Price
            
            
            of Options
            
            
            PriceOutstanding
      - beginning of period
            
            
            3,140,000
            
            
            $
            0.57
            
            
            
            2,975,000
            
            
            $
            0.50Granted
            
            
            -
            
            
            $
            0.00
            
            
            
            165,000
            
            
            $
            1.00Outstanding – end of period
            
            
            3,140,000
            
            
            $
            0.57
            
            
            
            3,140,000
            
            
            $
            0.57Exercisable  - end of
      period
            
            
            3,098,750
            
            
            $
            0.57
            
            
            
            3,078,125
            
            
            $
            0.57








At the
quarter ended March 31, 2009, the following director and consultant stock
options were outstanding:




Exercise
                      
                      
                      March 31, December 31,Expiry Date
                      
                      Price
                      
                      
                      2008
                      
                      
                      2008August
      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
                      
                      
                      
                      165,0003,140,000
                      
                      
                      
                      3,140,000


7





3.
            CAPITAL
      STOCK





(b)
            Stock options
      (continued)





The
shares under option at March 31, 2009 were in the following exercise price
ranges:


Options OutstandingExercise 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
                      
                      
                      $
                      28,750
                      
                      
                      
                      2.53$ 
      1.00
                      
                      $
                      1.00
                      
                      
                      
                      165,000
                      
                      
                      
                      -
                      
                      
                      
                      4.23$  2.00
                      
                      $
                      2.00
                      
                      
                      
                      100,000
                      
                      
                      
                      -
                      
                      
                      
                      0.33$
                      0.57
                      
                      
                      
                      3,140,000
                      
                      
                      $
                      28,750
                      
                      
                      
                      2.55


Options ExercisableExercise 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
                      
                      
                      $
                      28,750
                      
                      
                      
                      2.53$ 
      1.00
                      
                      $
                      1.00
                      
                      
                      
                      123,750
                      
                      
                      
                      -
                      
                      
                      
                      4.23$  2.00
                      
                      $
                      2.00
                      
                      
                      
                      100,000
                      
                      
                      
                      -
                      
                      
                      
                      0.33$
                      0.57
                      
                      
                      
                      3,098,750
                      
                      
                      $
                      28,750
                      
                      
                      
                      2.55


(c)
              Stock-based
      compensation





During
the three months ended March 31, 2009, the total stock-based compensation
recognized under the fair value method was $11,335, which was charged to
Consulting fees – directors and officers (2008: $nil) using the Black-Scholes
option pricing model (Note 3 (b)).





Also,
during the three months ended March 31, 2009, 400,000 shares were issued two
officers and directors of the Company upon attaining previously determined
milestones as established by the Compensation committee.  A fair value
of $164,000 (2008: $nil) was attributed to these shares based on a fair market
value of $0.41 per share and was charged to Consulting fees – directors and
officers.





The total
stock-based compensation recognized under the fair value method to various
parties was as follows:




March 31,
            
            
            Dec 31,
            
            
            Dec. 31,2009
            
            
            2008
            
            
            2007Consulting
      fees  - directors and officers
            
            $
            175,335
            
            
            $
            45,339
            
            
            $
            359,227Consulting
      fees
            
            
            -
            
            
            
            -
            
            
            
            248,507Management fees
            
            
            -
            
            
            
            -
            
            
            
            110,450Compensation - options
            
            $
            175,335
            
            
            $
            45,339
            
            
            $
            718,184





The total
compensation cost related to non-vested options not yet recognized is $11,335
and the weighted average expiration period of these options is 4.23
years.





8




4.
            WEIGHTED
      AVERAGE NUMBER OF SHARES





Three months ended March 31,2009
                      Unaudited
                    
                    
                    2008
                      UnauditedShare
      allocation for distributed amountsPreferred
      stock (common stock equivalent)
                    
                    
                    625,000
                    
                    
                    
                    625,000Common
      stock
                    
                    
                    32,324,043
                    
                    
                    
                    29,189,133





5.
            SUBSEQUENT
      EVENTS





Subsequent
to the quarter end, the Company entered into an exchange agreement with a
European institutional investor through which it exercised outstanding warrants
to purchase 2,000,000 shares of common stock of the Company at $0.50 per share
for gross proceeds to the Company of $1,000,000.  The closing of the
agreement, payment of the funds, and issuance of the shares occurred on May 8,
2009.  In addition, the remaining 4,250,000 warrants held by the
institutional investor were extended to April 1, 2011, and a cashless exercise
provision was added to the warrants in the event the Company fails to reasonably
maintain an effective registration statement for the shares issuable upon
exercise of the warrants.





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.





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.





Marketing





We
commenced a marketing and market awareness program in 2007 directed at potential
buyers of rutile, and have engaged a consultant with extensive experience in the
international pigments business, to evaluate and advise on the
market.  The marketing program includes provision for testing of
samples of Cerro Blanco rutile concentrates at the buyers’ operations and,
subject to technical acceptability, will end with the negotiation of off-take
contracts.





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 received considerable
interest in our projects, with questions concentrating on tonnage as opposed to
pricing, a major change in perspective from past conferences.





In March
2009, the Company’s marketing consultant attended the Intertech Titanium
Conference held in Rome.  He advised management that the consensus
view held by most titanium industry experts is that the combination of firm
demand together with limited new supply of high quality titanium ores such as
natural and synthetic rutile will result in ore prices continuing to firm. This
is a significant reversal to the view held 5 years ago that largely as a
consequence of increasing quantities of chloride slag from several new Southern
African producers, titanium ores would be in oversupply and that ore prices
would weaken.  Over the last 5 years, chloride slag has grown at a
slower rate, several new projects have been cancelled or deferred and existing
operations, rationalised.  In contrast titanium pigment production has
grown steadily and metal manufacture has taken off, leading to a tightening
market for titanium ores and rising prices.  For example, one major
pigment producer at the conference indicated that for 2009 they expect their
average price for rutile to increase by in excess of 6% to US$ 525-550 per tonne
for bulk tonnage deliveries, and US$ 650-700 for smaller volumes. Our consultant
concluded that titanium pigment producers are now demanding and buyers are
paying premium prices for high quality ores, particularly those with a high
concentration of TiO2 and low
levels of radioactivity.





Based on
these discussions and preliminary marketing results, we continue to believe that
demand for our products will meet or exceed the planned capacity of the
currently anticipated proposed physical plant.  The market for
TiO2feedstock, 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 produce product that meets purchaser’s
specifications.





10





Geology
and Engineering





Geology
and Mineralization





Management
believes the Cerro Blanco property contains a large and possibly unique type of
titanium mineralization.  Nevertheless, we are still in the
exploration stage of development and there are no known reserves on the
property.  The titaniferous mineral located on the property is clean
red-brown and black rutile which occurs disseminated with the tonalitic suite of
an alkalic diorite-gabbro-pyroxenite intrusive.  Its uniformly
disseminated nature and associated alteration endow it with strong similarities
to porphyry copper deposits.  Natural rutile concentrates such as
found on this property would be the preferred feed stock for both titanium metal
and pigment grade titanium dioxide production.





Exploration
Plans





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 meters 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.





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% TiO2 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% TiO2.  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.





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.







On April
8, 2009 we reported the completion of Stage 1 of the pilot plant program.
Following the extraction of approximately 500 tonnes of mineralized rock
representative of the Cerro Blanco Las Carolinas deposit (the “bulk sample”),
our engineering team undertook Stage 1 with the assistance of technical
consultants Centro de Investigacion Minera y Metalurgica Tecnologia y Servicios,
Cytec Chile Limitada  and AMEC-Cade.  The objective of the
program was to produce a high grade titanium concentrate from small quantities
of the bulk sample, using a conventional metallurgical flow sheet comprised of
gravity pre-concentration followed by flotation.






Stage 1
succeeded in producing a high grade rutile concentrate even without high
intensity magnetic separation. Process recovery was over 92% and concentrate
grade, over 94% TiO2 . This
result was obtained using normal water, at a neutral pH
(acidity).  Tests with sea water returned equally good product grades,
but the process recoveries were lower.  Test work on the use of sea
water as the aqueous medium in flotation is on-going.





11




Upon
completing Stage 1, we engaged SGS Lakefield to conduct locked cycle tests on
250 kg of the bulk sample, the results of which will be used to set the final
design parameters for Stage 2 of the pilot plant program.  Stage 2
will then campaign the balance of the bulk sample through a pilot plant at a
rate of 1,000 kg per hour with the objective of simulating a full size
operation. The results from Stage 2 will provide essential information for the
final engineering and feasibility assessment of the project.  We
intend to progress to Stage 2 as soon as feasible.





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 May 12, 2009, our cash position was approximately
$1,960,000.  We currently do not have sufficient capital to complete
this plan and estimate that we will require additional financing to do
so.





Also, as
an exploration stage company, our work is highly speculative and involves unique
and greater risks than are generally associated with other
businesses.  We cannot know if our mining concessions contain
commercially viable ore bodies or reserves until additional exploration work is
done and an evaluation based on such work concludes that development of and
production from the ore body is technically, economically, and legally
feasible.





If we
proceed to development of a mining operation, our mining activities could be
subject to substantial operating risks and hazards, including environmental
hazards, industrial accidents, labor disputes, encountering unusual or
unexpected geologic formations or other geological or grade problems,
encountering unanticipated ground or water conditions, pit-wall failures,
flooding, rock falls, periodic interruptions due to inclement weather conditions
or other unfavorable operating conditions and other acts of God.  Some
of these risks and hazards are not insurable or may be subject to exclusion or
limitation in any coverage which we obtain or may not be insured due to economic
considerations.





Results
of Operations





We
recorded a loss for the three months ended March 31, 2009 of $588,547 ($0.02)
per weighted average common share outstanding) compared to a loss of $638,103
($(0.02) per share) for the comparable interim period in
2008.  Generally most expenses were comparable or lower this quarter
than in the first quarter of 2008, with material items being:





·
            An
      8% decrease in loss in the current quarter primarily attributable to lower
      exploration expense in 2008 of $133,628 (2008: $301,761), due primarily to
      a transition from field work last year to laboratory analysis utilizing
      consultants as we progress with our piloting program this
      year.  We anticipate that consulting expense will rise in 2009
      overall.





·
            Foreign
      exchange losses were less of a factor this quarter than in Q4 of 2008 as
      the Chilean Peso stabilized somewhat against the US dollar, albeit at a
      lower average of 618 pesos to the dollar.  During 2007 and for
      the first three months of 2008 the Chilean peso was strengthening against
      the US dollar. For Q1 of 2008 the average rate was 464 pesos to the
      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.  As most of our expenses are incurred in - and many of
      our assets are held in - Chile, our consolidated financial statements
      reflect lower expenses generally due to a weaker Chilean peso in the
      current quarter.  This was also aided by lower levels of
      activity in the mining sector generally which resulted in cost savings due
      to lower demand on external
resources.





·
            The
      single largest increase was in the area of consulting fees for directors
      and officers at $253,035 (2008: $75,700), reflecting stock based
      compensation of $11,335 on 2008 options which vested in the quarter (2008:
      $nil), and $164,000 (2008:$nil) as the fair value of 400,000 shares issued
      to two officers and directors of the Company upon attaining previously
      determined milestones as established by the Compensation
      committee.  Excluding these amounts, consulting fees – directors
      and officers was $77,700.





·
            We
      incurred a small loss of $7,465 (2008: $nil) on the sale of surplus
      vehicles and equipment this
quarter.





·
            Interest
      revenue at $374 was down significantly from Q1 of 2008 ($18,810) due to
      lower funds on deposit and lower interest
rates.





12




Recent
Accounting Pronouncements





In
September 2006, FASB issued SFAS No. 157, “Fair Value
Measurements”.  SFAS No. 157 provides guidance for using fair
value to measure assets and liabilities.  It clarifies that for items
that are not actively traded, such as certain kinds of derivatives, fair value
should reflect the price in a transaction with a market participant, including
adjustment for risk, not just the company’s mark-to-model
value.  Statement No. 157 also requires expanded disclosure of the
effect on earnings for items measured using unobservable data.  Fair
value refers to the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants in
the market in which the reporting entity transacts.   Statement
No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007.  The Company performed a detailed analysis of
the assets and liabilities and determined it has no instruments that are subject
to SFAS No. 157.





In
February 2007, the FASB issued SFAS No. 159, "Fair Value Option for Financial
Assets and Financial Liabilities".  The fair value option
established by this statement permits all entities to choose to measure eligible
items at fair value at specified election dates.  Most of the
provisions of this statement apply only to entities that elect the fair value
option.  However, the amendment to FASB Statement No. 115, "Accounting for Certain Investments
in Debt and Equity Securities", applies to all entities with
available-for-sale and trading securities.  This statement is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  The impact of this standard has been reflected in
the Company’s annual, consolidated financial statements.





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 generally accepted accounting principles (“GAAP”)
in the United States. It is effective 60 days following the Securities Exchange
Commission’s (“SEC”) 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”. There is no
impact on the Company’s consolidated financial statements.





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 is
effective for business combinations entered into after January 1,
2009.  There is no impact on the Company’s consolidated 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; therefore this pronouncement has no
impact on the Company’s consolidated financial statements.





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.  There is no impact on the
Company’s consolidated financial statements.





In
May 2008, the FASB issued FASB FSB Accounting Principles Board (“APB”)
Opinion No. 14-1, “Accounting for Convertible Debt
Instruments that may be settled in Cash upon Conversion (Including Partial Cash
Settlement)” (“FSB APB 14-1”). The FSP will require cash settled
convertible debt to be separated into debt and equity components at issuance and
a value to be assigned to each. The value assigned to the debt component will be
the estimated fair value, as of the issuance date, of a similar bond without the
conversion feature. The difference between the bond cash proceeds and this
estimated fair value will be recorded as a debt discount and amortized to
interest expense over the life of the bond. FSP APB 14-1 is effective
January 1, 2009. There is no impact on the Company’s consolidated financial
statements.





In
June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating Securities”
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting
and, therefore, need to be included in the earnings allocation in computing
earnings per share under the two-class method as described in SFAS No. 128,
“Earnings per Share”.
Under the guidance in FSP EITF 03-6-1, unvested share-based payment awards that
contain non-forfeitable rights to dividends or dividend equivalents (whether
paid or unpaid) are participating securities and shall be included in the
computation of earnings per share pursuant to the two-class method. FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those fiscal years. All prior period earnings per share
amounts presented shall be adjusted retrospectively. There is no impact on the
Company’s consolidated financial statements.





13





In
June 2008, the FASB ratified the consensus reached by the EITF on Issue
No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is
Indexed to an Entity’s Own Stock” (“EITF No. 07-5”). EITF No. 07-5
provides guidance for determining whether an equity-linked financial instrument
(or embedded feature) is indexed to an entity’s own stock.





EITF
No. 07-5 applies to any freestanding financial instrument or embedded
feature that has all of the characteristics of a derivative or freestanding
instrument that is potentially settled in an entity’s own stock (with the
exception of share-based payment awards within the scope of SFAS 123(R)). To
meet the definition of “indexed to own stock,” an instrument’s contingent
exercise provisions must not be based on (a) an observable market, other
than the market for the issuer’s stock (if applicable), or (b) an
observable index, other than an index calculated or measured solely by reference
to the issuer’s own operations, and the variables that could affect the
settlement amount must be inputs to the fair value of a “fixed-for-fixed”
forward or option on equity shares. EITF No. 07-5 is effective for fiscal
years beginning after December 15, 2008, and interim periods within those
fiscal years. There is no impact on the Company’s consolidated financial
statements.





Forward
Looking Statements





The
statements contained in this report that are not historical facts are
forward-looking statements that represent management’s beliefs and assumptions
based on currently available information.  Forward-looking statements
include the information concerning our possible or assumed future results of
operations, business strategies, need for financing, competitive position,
potential growth opportunities, potential operating performance improvements,
ability to retain and recruit personnel, the effects of competition and the
effects of future legislation or regulations.  Forward-looking
statements include all statements that are not historical facts and can be
identified by the use of forward-looking terminology such as the words
“believes,” “intends,” “may,” “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 March 31, 2009, 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





In
January 2009, the Board of Directors granted bonuses of 200,000 fully vested
shares of common stock each to Michael P. Kurtanjek, our President and a
director, and to Brian Flower, our Chairman for past services.  The
shares were issued without registration under the Securities Act by reason of
the exemptions from registration afforded by the provisions of Section 4(2) of
the Securities Act and Regulation S promulgated by the SEC.  Each
person acknowledged appropriate investment representations with respect to the
issuance and consented to the imposition of restrictive legends upon the
certificates representing the shares.  They did not enter 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 recipient of the bonuses was afforded the opportunity
to ask questions of our management and to receive answers concerning the terms
and conditions of the issuance.  No selling commissions were paid in
connection with the grant of the shares.





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 CorporationDate:  May
      14, 2009
                By
                /s/  Michael
      P. KurtanjekMichael
      P. Kurtanjek, President(Principal
      Executive Officer)





Date:  May
      14, 2009
                  By
                  /s/
      Charles E. JenkinsCharles
      E. Jenkins, Chief Financial Officer(Principal
      Financial
Officer)




15