UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 FORM 10-Q/A-1
 
 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
 
 o 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
                organization)
              (IRS
      Identification No.)
 
 Enrique
Foster Sur 20, Piso 19
 Las
Condes, Santiago
 Chile
 (Address
of principal executive offices)
 
 (56 2)
231-5780
 (Issuer’s
telephone number)
 
 Indicate by check mark whether the
registrant (1) has filed all reports required to be filed under Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x   No
 ̈
 
 Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company.  See the definitions of “large
accelerated filer”, “accelerated filer”, and “smaller reporting company” in Rule
12b-2 of the Exchange Act.
 
 Large
      Accelerate Filer  ̈
              Accelerated
      Filer  ̈Non-Accelerated
      Filer  ̈
      (Do not check if a smaller reporting company)
              Smaller
      Reporting 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
 
 32,404,043
shares of the issuer’s common stock, $.001 par value, were outstanding at May 6,
2009.
 
 Transitional
Small Business Disclosure Format (Check One) Yes  ̈   No
x
  
  EXPLANATORY
NOTE
 
 The
purpose of this Amendment No. 1 is to respond to comments by the staff of the
Commission in a letter dated September 3, 2009.
 
 Item 1, FINANCIAL
STATEMENTS, has been amended to account for the effects of EITF 07-05 with
respect to 7,175,000 warrants previously issued, and which had their exercise
price reduced due to anti-dilution provisions, as freestanding
derivatives.
 
 In addition, Item 2,
MANAGEMENT’S DISCUSSION AND ANALYSIS, has been amended to reflect the changes to
the accounting for the warrants.
 
 This
Amendment No. 1 continues to speak as of the date of the original Form 10-Q for
the quarter ended March 31, 2009, and the Company has not updated or amended the
disclosures contained in the amended items to reflect events that have occurred
since the filing of the original Form 10-Q, or modified or updated those
disclosures in any way other than as described in the preceding
paragraph.  Accordingly, this Amendment No. 1 should be read in
conjunction with the Company’s filings made with the SEC subsequent to the
filing of the original Form 10-Q on May 15, 2009.
  
 
 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
                                                      
                                                      
                                                      2008AssetsCurrentCash
      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
      4)
                                                      
                                                      
                                                      65,536
                                                      
                                                      
                                                      
                                                      86,019Mineral Properties(Note
5)
                                                      
                                                      
                                                      651,950
                                                      
                                                      
                                                      
                                                      651,950Total Assets
                                                      
                                                      $
                                                      1,885,321
                                                      
                                                      
                                                      $
                                                      2,283,605LiabilitiesCurrentAccounts payable and accrued
      liabilities
                                                      
                                                      $
                                                      50,705
                                                      
                                                      
                                                      $
                                                      35,777Total Current Liabilities
                                                      
                                                      
                                                      50,705
                                                      
                                                      
                                                      
                                                      35,777Other
      liabilities – warrants (Note
    3(d))
                                                      
                                                      
                                                      991,687
                                                      
                                                      
                                                      
                                                      -Total
      Liabilities
                                                      
                                                      
                                                      1,042,392
                                                      
                                                      
                                                      
                                                      35,777Stockholders’
      EquityPreferred
      Stock and Paid-in Capital in Excessof $0.001 Par Value
      (Note
      6)20,000,000  Shares
      authorized625,000  (2007
      – 625,000) shares issued and outstanding
                                                      
                                                      
                                                      500,000
                                                      
                                                      
                                                      
                                                      500,000Common
      Stock and Paid-in Capital in Excessof $0.001 Par Value(Note
      6)100,000,000  Shares
      authorized32,404,042  (2008 – 32,004,042) shares issued and
      outstanding
                                                      
                                                      
                                                      18,106,282
                                                      
                                                      
                                                      
                                                      17,930,947Deficit Accumulated During the Exploration
      Stage
                                                      
                                                      
                                                      (17,763,353
                                                      )
                                                      
                                                      
                                                      (16,183,119
                                                      )Total Stockholders’ Equity
                                                      
                                                      
                                                      842,929
                                                      
                                                      
                                                      
                                                      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
      31
                                      
                                      
                                      Cumulative
                                        From
      Inception
                                        November
      13,
                                        2001
      through2009
                                        Unaudited
                                      
                                      
                                      2008
                                        Unaudited
                                      
                                      
                                      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 officers
                                      
                                      
                                      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
                                      
                                      
                                      
                                      130,039
                                      
                                      
                                      
                                      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
                                      )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
                                      
                                      
                                      
                                      345,749Change
      in fair value of warrants
                                      
                                      
                                      (92,688
                                      )
                                      
                                      
                                      -
                                      
                                      
                                      
                                      92,688Financing agreement penalty
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (330,000
                                      )Net
      loss for the period
                                      
                                      
                                      (495,859
                                      )
                                      
                                      
                                      (638,103
                                      )
                                      
                                      
                                      (14,775,870
                                      )Preferred stock dividends
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,537,500
                                      )Net Loss Available for
      Distribution
                                      
                                      $
                                      (495,859
                                      )
                                      
                                      $
                                      (638,103
                                      )
                                      
                                      $
                                      (16,313,370
                                      )Loss per Common Share
                                      
                                      $
                                      (0.02
                                      )
                                      
                                      $
                                      (0.02
                                      )
                                      
                                      
                                      -Weighted average number of Common Shares
      Outstanding
                                      
                                      
                                      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
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  164,000Cumulative
      effect of EITF 07-5 application
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (1,084,375
                                  )
                                  
                                  
                                  (1,084,375
                                  )Net
      loss for the period
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  
                                  (495,859
                                  )
                                  
                                  
                                  (495,859
                                  )Balance,
      March 31, 2009
                                  
                                  
                                  32,404,042
                                  
                                  
                                  $
                                  18,106,282
                                  
                                  
                                  
                                  625,000
                                  
                                  
                                  $
                                  500,000
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (17,763,353
                                  )
                                  
                                  $
                                  842,929
 
 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
                                                
                                                $
                                                (495,859
                                                )
                                                
                                                $
                                                (638,103
                                                )
                                                
                                                $
                                                (14,775,870
                                                )Items
      not involving cashAmortization
                                                
                                                
                                                6,388
                                                
                                                
                                                
                                                5,005
                                                
                                                
                                                
                                                101,968Stock-based
      compensation
                                                
                                                
                                                11,335
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,175,424Common
      stock issued for services
                                                
                                                
                                                164,000
                                                
                                                
                                                
                                                -
                                                
                                                
                                                
                                                2,121,630Change
      in fair value of warrants
                                                
                                                
                                                (92,688
                                                )
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (92,688
                                                )Financing
      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
 
 See notes
to the unaudited consolidated condensed financial statements
  5
 
 1.
                NATURE
      OF BUSINESS AND BASIS OF
PRESENTATION
 
 White
Mountain Titanium Corporation (the “Company”) currently has no ongoing
operations.  Its principal business is to advance exploration and
development activities on the Cerro Blanco rutile (titanium dioxide) property
(“Cerro Blanco”) located in Region III of northern Chile.  The Company
is considered an exploration stage company and its financial statements are
presented in a manner similar to a development stage company as defined in
Statement of Financial Accounting Standards (“SFAS”) No. 7.
 
 The
accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include only
normal recurring adjustments) necessary to present fairly the financial
position, results of operations and cash flows at 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 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 end, 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 Black-Scholes
valuation using the parameters in Note 3 b) and was 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 period of these options is 4.23 years.
  8
 
 3.
              CAPITAL
      STOCK
 
 (d)
              Warrants
  In June
2008, the FASB ratified the consensus reached on Emerging Issues Task Force
(EITF) Issue No. 07-05, Determining Whether an Instrument (or Embedded Feature)
Is Indexed to an Entity’s Own Stock. EITF Issue No. 07-05 clarifies the
determination of whether an instrument (or an embedded feature) is indexed to an
entity’s own stock, which would qualify as a scope exception under SFAS No. 133,
Accounting for Derivative Instruments and Hedging Activities. We adopted EITF
Issue No. 07-05 as of January 1, 2009. During the year ended 2007, the Company
repriced previously issued warrants for 6,875,000 shares of our Common Stock in
a private placement to an institutional investor. These warrants were reassessed
under EITF 07-5 and due to a price adjustment clause included in these warrants,
such warrants are no longer deemed to be indexed to our stock and therefore, no
longer meet the scope exception of FAS 133. Therefore, these warrants were
reclassified to a liability and will be adjusted to fair value on a quarterly
basis going forward. As a result, we recorded a cumulative catch up adjustment
of $1,084,375 to accumulated deficit on January 1, 2009.
  The fair
value of these warrants decreased to $991,687 as of March 31, 2009. As such, the
$92,688 change in fair value was recorded in the statement of operations for the
three months ended March 31, 2009.
 
 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 given our available
funding.
 
 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 5, 2009, our cash position was approximately
$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 $495,859 ($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:
 
 ·
              The
      adoption of EITF 07-5 effective January 1, 2009 resulted in a cumulative
      adjustment of $1,084,375 to accumulated deficit as of January 1, 2009 and
      a fair value change of $$92,688 for the quarter.  There were no
      effects in previous years.  See Note 3(d) for a more detailed
      discussion.
 
 ·
              A
      20% 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
      2009overall.
 
 ·
              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. The
impact on the Company's consolidated financial statements has been disclosed in
these financials 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.
 
 PART
II.  OTHER INFORMATION
 
 Item 6.
Exhibits
 
 The
following exhibits are furnished with this report:
 
 31.1
                Rule
      15d-14(a) Certification by Principal Executive Officer31.2
                Rule
      15d-14(a) Certification by Chief Financial Officer32.1
                Section
      1350 Certification of Principal Executive Officer32.2
                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:  September
      24, 2009
                    By
                    /s/  Michael P.
      KurtanjekMichael
      P. Kurtanjek, President(Principal Executive Officer)Date:  September
      24, 2009
                    By
                    /s/ Charles E. JenkinsCharles
      E. Jenkins, Chief Financial Officer(Principal Financial
Officer)
   14