UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended March 31, 2010





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





For the
transition period from 
to





Commission
File Number 333-129347





WHITE
MOUNTAIN TITANIUM CORPORATION


(Name
of small business issuer in its charter)





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





Augusto
Leguia 100, Oficina 812


Las
Condes, Santiago


Chile


(Address
of principal executive offices)





(56 2)
657-1800


(Issuer’s
telephone number)





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




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





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





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





37,120,972
shares of the issuer’s common stock, $.001 par value, were outstanding at May 6,
2010.







PART
I. FINANCIAL INFORMATION




Item 1.  Financial
Statements





WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Consolidated
Balance Sheets


(US
Funds)





March 31, 2010
                                    
                                    
                                    December 31, 2009(Unaudited)AssetsCurrentCash
      and cash equivalents
                                    
                                    $
                                    799,833
                                    
                                    
                                    $
                                    1,343,994Prepaid
      expenses
                                    
                                    
                                    171,404
                                    
                                    
                                    
                                    57,546Receivables
                                    
                                    
                                    55,552
                                    
                                    
                                    
                                    50,443Total
      Current Assets
                                    
                                    
                                    1,026,789
                                    
                                    
                                    
                                    1,451,983Property and Equipment(Note
      2)
                                    
                                    
                                    68,502
                                    
                                    
                                    
                                    73,927Mineral
      Properties
                                    
                                    
                                    651,950
                                    
                                    
                                    
                                    651,950Total
      Assets
                                    
                                    $
                                    1,747,241
                                    
                                    
                                    $
                                    2,177,860LiabilitiesCurrentAccounts
      payable and accrued liabilities
                                    
                                    $
                                    53,994
                                    
                                    
                                    $
                                    188,534Total
      Current Liabilities
                                    
                                    
                                    53,994
                                    
                                    
                                    
                                    188,534Other Liabilities – Warrants(Note
      3(d))
                                    
                                    
                                    1,986,025
                                    
                                    
                                    
                                    2,956,725Total
      Liabilities
                                    
                                    
                                    2,040,019
                                    
                                    
                                    
                                    3,145,259Stockholders’
      DeficitPreferred Stock and Paid-in
      Capital in Excess of $0.001 Par Value (Note
    3(a))20,000,000
      Shares authorized625,000
      (December 31, 2009 – 625,000) shares issued and
outstanding
                                    
                                    
                                    500,000
                                    
                                    
                                    
                                    500,000Common Stock and Paid-in
      Capital in Excess of $0.001 Par Value(Note
      3(a))100,000,000 Shares authorized37,120,972
      (December 31, 2009 – 36,400,972) shares issued and
    outstanding
                                    
                                    
                                    22,488,100
                                    
                                    
                                    
                                    21,660,100Obligation to Issue Shares(Note
      3(e))
                                    
                                    
                                    60,000
                                    
                                    
                                    
                                    -Deficit
      Accumulated During the Exploration Stage
                                    
                                    
                                    (23,340,878
                                    )
                                    
                                    
                                    (23,127,499
                                    )Total
      Stockholders’ Deficit
                                    
                                    
                                    (292,778
                                    )
                                    
                                    
                                    (967,399
                                    )Total
      Liabilities and Stockholders’ Deficit
                                    
                                    $
                                    1,747,241
                                    
                                    
                                    $
                                    2,177,860





See notes
to unaudited consolidated financial statements.


2


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Consolidated
Condensed Statements of Operations


(US
Funds)





Cumulative Periodfrom Inception(November 13,2001) throughThree months ended March 31,
                                      
                                      
                                      March 31,2010
                                      
                                      
                                      2009
                                      
                                      
                                      2010(Unaudited)
                                      
                                      
                                      (Unaudited)
                                      
                                      
                                      (Unaudited)ExpensesAdvertising
      and promotion
                                      
                                      $
                                      4,587
                                      
                                      
                                      $
                                      15,096
                                      
                                      
                                      $
                                      231,251Amortization
                                      
                                      
                                      6,896
                                      
                                      
                                      
                                      6,388
                                      
                                      
                                      
                                      148,001Bank
      charges and interest
                                      
                                      
                                      2,468
                                      
                                      
                                      
                                      1,084
                                      
                                      
                                      
                                      30,036Consulting
      fees (Note
      3(c))
                                      
                                      
                                      102,829
                                      
                                      
                                      
                                      38,491
                                      
                                      
                                      
                                      2,084,614Consulting
      fees – directors and officers (Notes
    3(c)
                                      
                                      
                                      521,130
                                      
                                      
                                      
                                      253,035
                                      
                                      
                                      
                                      4,580,949Engineering
      consulting
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      694,836Exploration
                                      
                                      
                                      75,288
                                      
                                      
                                      
                                      133,628
                                      
                                      
                                      
                                      4,595,812Filing
      fees
                                      
                                      
                                      4,892
                                      
                                      
                                      
                                      1,397
                                      
                                      
                                      
                                      57,769Insurance
                                      
                                      
                                      10,477
                                      
                                      
                                      
                                      8,688
                                      
                                      
                                      
                                      256,699Investor
      relations, net
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      769,989Licenses,
      taxes and filing fees, net
                                      
                                      
                                      (2,415
                                      )
                                      
                                      
                                      9,587
                                      
                                      
                                      
                                      377,532Management
      fees (Note
      3(c))
                                      
                                      
                                      329,820
                                      
                                      
                                      
                                      34,800
                                      
                                      
                                      
                                      1,865,410Office
      (Note
      3(c))
                                      
                                      
                                      48,218
                                      
                                      
                                      
                                      4,633
                                      
                                      
                                      
                                      234,753Professional
      fees
                                      
                                      
                                      24,971
                                      
                                      
                                      
                                      24,727
                                      
                                      
                                      
                                      1,569,885Rent
                                      
                                      
                                      20,716
                                      
                                      
                                      
                                      16,579
                                      
                                      
                                      
                                      411,813Telephone
                                      
                                      
                                      3,414
                                      
                                      
                                      
                                      3,010
                                      
                                      
                                      
                                      93,220Transfer
      agent fees
                                      
                                      
                                      921
                                      
                                      
                                      
                                      640
                                      
                                      
                                      
                                      15,439Travel
      and vehicle
                                      
                                      
                                      23,692
                                      
                                      
                                      
                                      36,626
                                      
                                      
                                      
                                      1,027,321Loss
      Before Other Items
                                      
                                      
                                      (1,177,904
                                      )
                                      
                                      
                                      (588,409
                                      )
                                      
                                      
                                      (19,045,329
                                      )Gain
      on Sale of Marketable Securities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      87,217Loss
      on Sale of Assets
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (7,465
                                      )
                                      
                                      
                                      (19,176
                                      )Adjustment
      to Market for Marketable Securities
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (67,922
                                      )Foreign
      Exchange Gain (Loss)
                                      
                                      
                                      (9,189
                                      )
                                      
                                      
                                      6,953
                                      
                                      
                                      
                                      (232,289
                                      )Interest
      Income
                                      
                                      
                                      3,014
                                      
                                      
                                      
                                      374
                                      
                                      
                                      
                                      350,157Dividend
      Income
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      4,597Change in Fair Value of
      Warrants(Note
      3(d))
                                      
                                      
                                      970,700
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (2,185,024
                                      )Financing Agreement
      Penalty
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (330,000
                                      )Net
      Loss and Comprehensive Loss for Period
                                      
                                      
                                      (213,379
                                      )
                                      
                                      
                                      (588,547
                                      )
                                      
                                      
                                      (21,437,769
                                      )Preferred
      stock dividends
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,537,500
                                      )Net
      Loss Available for Distribution
                                      
                                      $
                                      (213,379
                                      )
                                      
                                      $
                                      (588,547
                                      )
                                      
                                      $
                                      (22,975,269
                                      )Basic
      and Diluted Loss Per Common Share(Note 4)
                                      
                                      $
                                      (0.01
                                      )
                                      
                                      $
                                      (0.02
                                      )Weighted
      Average Number of Shares ofCommon Stock
      Outstanding
                                      
                                      
                                      36,752,972
                                      
                                      
                                      
                                      32,324,133





See notes
to unaudited consolidated financial statements.


3


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Consolidated
Condensed Statements of Cash Flows


(US
Funds)





Cumulative Periodfrom Inception(November 13,2001) throughThree months ended March 31,
                                                    
                                                    
                                                    March 31,2010
                                                    
                                                    
                                                    2009
                                                    
                                                    
                                                    2010(Unaudited)
                                                    
                                                    
                                                    (Unaudited)
                                                    
                                                    
                                                    (Unaudited)Operating
      ActivitiesNet
      loss for period
                                                    
                                                    $
                                                    (213,379
                                                    )
                                                    
                                                    $
                                                    (588,547
                                                    )
                                                    
                                                    $
                                                    (21,437,769
                                                    )Items
      not involving cashAmortization
                                                    
                                                    
                                                    6,896
                                                    
                                                    
                                                    
                                                    6,388
                                                    
                                                    
                                                    
                                                    136,290Stock-based
      compensation
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    11,335
                                                    
                                                    
                                                    
                                                    3,188,211Loss
      on sale of assets
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    7,465
                                                    
                                                    
                                                    
                                                    19,176Common
      stock issued for services
                                                    
                                                    
                                                    828,000
                                                    
                                                    
                                                    
                                                    164,000
                                                    
                                                    
                                                    
                                                    3,345,630Change
      in value of warrants
                                                    
                                                    
                                                    (970,700
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    2,185,025Financing
      agreement penalty
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    330,000Adjustment
      to market on marketable securities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    67,922Gain
      on sale of marketable securities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (87,217
                                                    )Non-cash
      resource property expenditures
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    600,000Changes
      in non-cash working capitalReceivables
                                                    
                                                    
                                                    (5,109
                                                    )
                                                    
                                                    
                                                    (2,731
                                                    )
                                                    
                                                    
                                                    (55,552
                                                    )Marketable
      securities
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    19,295Accounts
      payable and accrued liabilities
                                                    
                                                    
                                                    (134,540
                                                    )
                                                    
                                                    
                                                    14,928
                                                    
                                                    
                                                    
                                                    (192,087
                                                    )Prepaid
      expenses
                                                    
                                                    
                                                    (113,858
                                                    )
                                                    
                                                    
                                                    (15,660
                                                    )
                                                    
                                                    
                                                    74,676Cash
      Used in Operating Activities
                                                    
                                                    
                                                    (602,690
                                                    )
                                                    
                                                    
                                                    (402,822
                                                    )
                                                    
                                                    
                                                    (11,806,400
                                                    )Investing
      ActivitiesProceeds
      on sale of surplus assets
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    6,630
                                                    
                                                    
                                                    
                                                    6,630Addition
      to property and equipment
                                                    
                                                    
                                                    (1,471
                                                    )
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (230,598
                                                    )Addition
      to mineral property
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (651,950
                                                    )Cash
      Provided by (Used in) Investing Activities
                                                    
                                                    
                                                    (1,471
                                                    )
                                                    
                                                    
                                                    6,630
                                                    
                                                    
                                                    
                                                    (875,918
                                                    )Financing
      ActivitiesRepayment
      of long-term debt
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    (100,000
                                                    )Issuance
      of preferred stock for cash
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    5,000,000Issuance
      of common stock for cash
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    8,290,980Stock
      subscriptions received
                                                    
                                                    
                                                    60,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    180,000Stock
      subscriptions receivable
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    111,000Working
      capital acquired on acquisition
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    171Cash
      Provided by Financing Activities
                                                    
                                                    
                                                    60,000
                                                    
                                                    
                                                    
                                                    -
                                                    
                                                    
                                                    
                                                    13,482,151Inflow
      (Outflow) of Cash and Cash Equivalents
                                                    
                                                    
                                                    (544,161
                                                    )
                                                    
                                                    
                                                    (396,192
                                                    )
                                                    
                                                    
                                                    799,833Cash
      and Cash Equivalents, Beginning of Period
                                                    
                                                    
                                                    1,343,994
                                                    
                                                    
                                                    
                                                    1,475,460
                                                    
                                                    
                                                    
                                                    -Cash
      and Cash Equivalents, End of Period
                                                    
                                                    $
                                                    799,833
                                                    
                                                    
                                                    $
                                                    1,079,268
                                                    
                                                    
                                                    $
                                                    799,833Supplemental
      Cash Flow InformationIncome
      tax paid
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Interest
      paid
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -Shares
      Issued forSettlement
      of debt
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    -
                                                    
                                                    
                                                    $
                                                    830,000Services
                                                    
                                                    $
                                                    828,000
                                                    
                                                    
                                                    $
                                                    164,000
                                                    
                                                    
                                                    $
                                                    2,785,630




See notes
to unaudited consolidated financial statements.


4


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Consolidated
Statements of Stockholders’ Equity (Deficit)


(US
Funds)




Shares of
                                        Common
                                        Stock
                                      
                                      
                                      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
                                      
                                      
                                      Share Subscriptions
                                        Received/ Obligation
                                        to issue shares
                                      
                                      
                                      Accumulated
                                        Deficit
                                      
                                      
                                      Total
                                        Stockholders’
                                        Equity (Deficit)Balance,
      December 31, 2008
                                      
                                      
                                      32,004,042
                                      
                                      
                                      $
                                      17,930,947
                                      
                                      
                                      
                                      625,000
                                      
                                      
                                      $
                                      500,000
                                      
                                      
                                      $
                                      -
                                      
                                      
                                      $
                                      (16,183,119
                                      )
                                      
                                      $
                                      2,247,828Stock-based
      compensation (Note
      3(c))
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,024,122
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,024,122Warrants exercised
      (Note3(d))
                                      
                                      
                                      2,100,000
                                      
                                      
                                      
                                      1,045,340
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      1,045,340Private placement
      (Note
      3(b))
                                      
                                      
                                      1,496,930
                                      
                                      
                                      
                                      900,691
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      900,691Reduction
      in warrant liability on exercise of 2,000,000 warrants
                                      
                                      
                                      -
                                      
                                      
                                      
                                      199,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      199,000Common stock issued
      for services (Note
      3(c))
                                      
                                      
                                      800,000
                                      
                                      
                                      
                                      560,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      560,000Cumulative effect of
      change in accounting principle (Note
      5)
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (1,084,375
                                      )
                                      
                                      
                                      (1,084,375
                                      )Net
      loss for the year
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (5,860,005
                                      )
                                      
                                      
                                      (5,860,005
                                      )Balance,
      December 31, 2009
                                      
                                      
                                      36,400,972
                                      
                                      
                                      
                                      21,660,100
                                      
                                      
                                      
                                      625,000
                                      
                                      
                                      
                                      500,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (23,127,499
                                      )
                                      
                                      
                                      (967,399
                                      )Shares issued for
      services (Note
      3(c))
                                      
                                      
                                      720,000
                                      
                                      
                                      
                                      828,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      828,000Share
      subscriptions received/obligation to issue shares
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      60,000
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      60,000Net
      loss for the period
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -
                                      
                                      
                                      
                                      (213,379
                                      )
                                      
                                      
                                      (213,379
                                      )Balance,
      March  31, 2010
                                      
                                      
                                      37,120,972
                                      
                                      
                                      $
                                      22,488,100
                                      
                                      
                                      
                                      625,000
                                      
                                      
                                      $
                                      500,000
                                      
                                      
                                      $
                                      60,000
                                      
                                      
                                      $
                                      (23,340,878
                                      )
                                      
                                      $
                                      (292,778
                                      )





See notes
to unaudited consolidated financial statements.


5


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





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
Accounting Standards Codification Topic 915 "Development Stage
Entities".





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, 2010 and for the
period 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 consolidated
condensed financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company’s December 31,
2009 audited consolidated financial statements included in the Company’s 2009
annual report on Form 10-K filed with the Securities Exchange Commission
(“SEC”).  The results of operations for the period ended March 31 2010 are
not necessarily indicative of the operating results for the full
year.





2.
            PROPERTY
      AND EQUIPMENT




March 31, 2010AccumulatedCost
                            
                            
                            Amortization
                            
                            
                            Net(Unaudited)Vehicles
                            
                            $
                            54,167
                            
                            
                            $
                            39,726
                            
                            
                            $
                            14,441Office
      furniture
                            
                            
                            18,287
                            
                            
                            
                            4,204
                            
                            
                            
                            14,083Office
      equipment
                            
                            
                            11,311
                            
                            
                            
                            4,666
                            
                            
                            
                            6,645Computer
      equipment
                            
                            
                            8,197
                            
                            
                            
                            5,600
                            
                            
                            
                            2,597Computer
      software
                            
                            
                            1,541
                            
                            
                            
                            721
                            
                            
                            
                            820Field
      equipment
                            
                            
                            62,814
                            
                            
                            
                            32,898
                            
                            
                            
                            29,916$
                            156,317
                            
                            
                            $
                            87,815
                            
                            
                            $
                            68,502




December 31, 2009AccumulatedCost
                          
                          
                          Amortization
                          
                          
                          NetVehicles
                          
                          $
                          54,153
                          
                          
                          $
                          38,031
                          
                          
                          $
                          16,122Office
      furniture
                          
                          
                          17,712
                          
                          
                          
                          3,189
                          
                          
                          
                          14,523Office
      equipment
                          
                          
                          10,828
                          
                          
                          
                          4,139
                          
                          
                          
                          6,689Computer
      equipment
                          
                          
                          8,197
                          
                          
                          
                          5,192
                          
                          
                          
                          3,005Computer
      software
                          
                          
                          1,142
                          
                          
                          
                          664
                          
                          
                          
                          478Field
      equipment
                          
                          
                          62,814
                          
                          
                          
                          29,704
                          
                          
                          
                          33,110$
                          154,846
                          
                          
                          $
                          80,919
                          
                          
                          $
                          73,927


6


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





3.
            CAPITAL
      STOCK





(a)
            Common
    stock





The
Company’s authorized:


i) Common stock with a par value of
$0.001 is 100,000,000 shares.


ii) Preferred stock with a par value of
$0.001 is 20,000,000 shares.





In
      February 2010, the Company filed an S-1 registration statement related to
      the offering of common shares with the SEC to raise up to
      $6,000,000.  The pricing and final amount of the offering are
      not yet determined.  The offering will consist of units, each
      unit consisting of three shares of common stock and one three-year warrant
      to purchase an additional share of common stock at 125% of the price per
      share allocated to the common shares in the units.  The units
      will separate immediately and the common stock and the warrants will be
      issued separately.  Source Capital Group, Inc. will act as the
      placement agent for the units, on a “best efforts” basis, and will receive
      a selling commission of 8% on gross proceeds
  raised.





(b)
            Stock
      options





During
the quarter ended March 31, 2010, no stock options were granted.  The
following table represents service based stock option activity during the first
three months of 2010.





March 31, 2010
                            
                            
                            December 31, 2009Number of
                              Shares
                            
                            
                            Weighted
                              Average
                              Exercise Price
                            
                            
                            Number of
                              Shares
                            
                            
                            Weighted
                              Average
                              Exercise
                              Price(Unaudited)Outstanding
      - beginning of period
                            
                            
                            2,790,000
                            
                            
                            $
                            0.53
                            
                            
                            
                            3,140,000
                            
                            
                            $
                            0.57Expired
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (100,000
                            )
                            
                            $
                            2.00Forfeited
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (250,000
                            )
                            
                            $
                            0.50Outstanding
      – end of period
                            
                            
                            2,790,000
                            
                            
                            $
                            0.53
                            
                            
                            
                            2,790,000
                            
                            
                            $
                            0.53Exercisable
      – end of period
                            
                            
                            2,790,000
                            
                            
                            $
                            0.53
                            
                            
                            
                            2,790,000
                            
                            
                            $
                            0.53


7


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





3.
            CAPITAL
      STOCK (continued)





(b)
            Stock options
      (continued)





As at
March 31, 2010 and December 31, 2009, the following director and consultant
stock options were outstanding:





Exercise
                            
                            
                            March 31,
                            
                            
                            December 31,Expiry Date
                            
                            Price
                            
                            
                            2010
                            
                            
                            2009(Unaudited)January
      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
                            
                            
                            
                            165,0002,790,000
                            
                            
                            
                            2,790,000





The
shares under option at March 31, 2010 were in the following exercise price
ranges:





Options Exercisable and 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
                                        
                                        
                                        
                                        2,625,000
                                        
                                        
                                        $
                                        1,155,000
                                        
                                        
                                        
                                        1.68$
                                        1.00
                                        
                                        $
                                        1.00
                                        
                                        
                                        
                                        165,000
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        3.23$
                                        0.53
                                        
                                        
                                        
                                        2,790,000
                                        
                                        
                                        $
                                        1,155,000
                                        
                                        
                                        
                                        1.77





(c)
            Stock-based
      compensation





During
the quarter ended March 31, 2010, the total stock-based compensation recognized
under the fair value method was $nil.





Stock-based
compensation was reported in the first quarter of 2009 with respect to 400,000
shares issued to two officers and directors of the Company upon attaining
previously determined milestones as established by the Compensation
committee.  A fair value of $164,000 (2008: $nil) was attributed to
these shares based on a fair market value of $0.41 per share and was charged to
Consulting fees – directors and officers.





In
February 2010, the Company granted 720,000 shares of common stock at a fair
value of $828,000 to management, employees and consultants.  The
shares were granted under the 2010 Management Compensation Plan.  The
shares were issued without registration under the Securities Act by reason of
the exemptions from registration afforded by the provisions of Section 4(2) of
the Securities Act and
regulations promulgated by the SEC.  Each person acknowledged
appropriate investment representations with respect to the issuance and
consented to the imposition of restrictive legends upon the
certificates.


8


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





3.
            CAPITAL
      STOCK (continued)





(c)
            Stock-based compensation
      (continued)





The total
stock-based compensation recognized under the fair value method for shares
issued for services was as follows:





March 31,
                        
                        
                        December 312010
                        
                        
                        2009
                        
                        
                        2009
                        
                        
                        2008(Unaudited)Consulting
      fees
                        
                        $
                        62,100
                        
                        
                        $
                        -
                        
                        
                        $
                        77,130
                        
                        
                        $
                        -Consulting
      fees - directors and officers
                        
                        
                        434,700
                        
                        
                        
                        175,335
                        
                        
                        
                        252,117
                        
                        
                        
                        45,339Investor
      relations
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        694,875
                        
                        
                        
                        -Management
      fees
                        
                        
                        289,800
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Office
                        
                        
                        41,400
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -Compensation
                        
                        $
                        828,000
                        
                        
                        $
                        175,335
                        
                        
                        $
                        1,024,122
                        
                        
                        $
                        45,339





(d)
            Warrants





Details
of stock purchase warrant activity is as follows:





March 31, 2010
                          
                          
                          December 31, 2009Number
                            of Warrants
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price
                          
                          
                          Number
                            of Warrants
                          
                          
                          Weighted
                            Average
                            Exercise
                            Price(Unaudited)Outstanding
      - beginning of period
                          
                          
                          10,587,385
                          
                          
                          $
                          0.56
                          
                          
                          
                          13,022,600
                          
                          
                          $
                          0.54Issued
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          589,785
                          
                          
                          $
                          0.63Exercised
                          
                          
                          (100,000
                          )
                          
                          
                          0.60
                          
                          
                          
                          (2,100,000
                          )
                          
                          $
                          0.50Expired
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          (925,000
                          )
                          
                          $
                          0.50Outstanding
      - end of period
                          
                          
                          10,487,385
                          
                          
                          $
                          0.56
                          
                          
                          
                          10,587,385
                          
                          
                          $
                          0.56





As at
March 31, 2010 the following share purchase warrants were
outstanding:





Expiry Date
                            
                            Exercise Price
                            
                            
                            March 31, 2010
                            
                            
                            December 31, 2009(Unaudited)August
      10, 2010
                            
                            $
                            0.60
                            
                            
                            
                            5,747,600
                            
                            
                            
                            5,847,600April
      1, 2011
                            
                            $
                            0.50
                            
                            
                            
                            4,250,000
                            
                            
                            
                            4,250,000June
      30, 2011
                            
                            $
                            0.75
                            
                            
                            
                            150,000
                            
                            
                            
                            150,000June
      30, 2012
                            
                            $
                            0.50
                            
                            
                            
                            235,000
                            
                            
                            
                            235,000June
      30, 2013
                            
                            $
                            0.90
                            
                            
                            
                            104,785
                            
                            
                            
                            104,78510,487,385
                            
                            
                            
                            10,587,385


9


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





3.
            CAPITAL
      STOCK (continued)





(d)
            Warrants
      (continued)





Effective
January 1, 2009, the Company adopted the provisions of Emerging Issues Task
Force (“EITF”) 07-05, Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock, which was
primarily codified into ASC Topic 815, Derivatives and
Hedging.  ASC 815 applies to any freestanding financial
instruments or embedded features that have the characteristics of a derivative
and to any freestanding financial instruments that are potentially settled in an
entity’s own common stock.





As a
result of adopting ASC 815, warrants to purchase 6,875,000 shares of common
stock previously treated as equity pursuant to the derivative treatment
exemption were no longer afforded equity treatment. The warrants had an exercise
price of $0.50 per warrant and expire in July and September 2009, of which
4,250,000 warrants were extended to April 2011.  As such, effective
January 1, 2009, the Company reclassified the fair value of these warrants to
purchase common stock, which had exercise price reset features, from equity to
liability status as if these warrants were treated as a derivative liability
since their date of issue.   On January 1, 2009, the Company
reclassified $1,084,375 to beginning deficit and $1,084,375 to other liabilities
- warrants to recognize the fair value of such warrants on such
date.





As of
March 31, 2010, the remaining 4,250,000 warrants were fair valued using the
Black-Scholes option pricing model with the following weighted average
assumptions:  risk-free interest rate of 1.63%, expected life of
1 year, an expected volatility factor of 53.19% and a dividend yield of
0.0%. The fair value of these warrants to purchase common stock decreased to
$1,986,025 as of March 31, 2010. As such, the Company recognized a $970,700
non-cash income from the change in fair value of these warrants for the period
ended March 31, 2010.





(e)
            Obligation to issue
      shares





On March
30, 2010, a warrant holder forwarded funds to exercise 100,000 warrants at an
exercise price of $0.60 per unit.  As of the quarter-end, the issuance
of shares was in process but had not been completed and has been recorded as an
obligation to issue shares in these consolidated financial
statements.





4.
            LOSS
      PER SHARE





Basic and
diluted loss per share is computed using the weighted average number of common
shares outstanding as follows:




March 31,2010
                                
                                
                                2009(Unaudited)
                                
                                
                                (Unaudited)Net
      loss for period
                                
                                $
                                (213,379
                                )
                                
                                $
                                (588,547
                                )Preferred
      stock dividends
                                
                                
                                -
                                
                                
                                
                                -Net
      loss available for distribution
                                
                                $
                                (213,379
                                )
                                
                                $
                                (588,547
                                )Allocation
      of undistributed lossPreferred
      shares (1.67%, 2009 - 1.80%; 2008 - 1.92%
                                
                                $
                                (3,568
                                )
                                
                                $
                                (11,137
                                )Common
      shares (98.33%,  2009 - 98.20%; 2008 - 98.08%)
                                
                                
                                (209,811
                                )
                                
                                
                                (577,410
                                )$
                                (213,379
                                )
                                
                                $
                                (588,547
                                )Basic
      loss per share amountsUndistributed
      amountsLoss
      per preferred share
                                
                                $
                                (0.005
                                )
                                
                                $
                                (0.02
                                )Loss
      per common share
                                
                                $
                                (0.005
                                )
                                
                                $
                                (0.02
                                )


10


WHITE
MOUNTAIN TITANIUM CORPORATION


(An
Exploration Stage Company)


Notes
to Consolidated Financial Statements


Three
Months Ended March 31, 2010 and 2009


(US
Funds)





4.           LOSS
PER SHARE (continued)





Weighted
average number of shares:





March 31,2010
                      
                      
                      2009(Unaudited)
                      
                      
                      (Unaudited)Weighted
      average number of shares for undistributed amountsPreferred
      stock (common stock equivalent)
                      
                      
                      625,000
                      
                      
                      
                      625,000Common
      stock
                      
                      
                      36,752,972
                      
                      
                      
                      32,324,133





Potentially
dilutive securities not included in diluted weighted average shares outstanding
include shares underlying 2,790,000 in outstanding options, 10,487,385 warrants
and 625,000 shares of convertible preferred stock.





5.
            FAIR
      VALUE MEASUREMENTS





The
Company’s financial instruments consist of cash and cash equivalents,
receivables, and accounts payable and accrued liabilities.  The
carrying amounts of these instruments approximate their respective fair values
because of the short maturities of those instruments.





The
Company follows the accounting guidance, which is now part of ASC 820-10
(formerly Financial Accounting Standards Board Statement of Financial Accounting
Standards No. 157), Fair Value Measurements (“SFAS 157”).  SFAS 157
does not require any new fair value measurements; instead it defines fair value,
establishes a framework for measuring fair value in accordance with existing
generally accepted accounting principles and expands disclosure about fair value
measurements.  The adoption of SFAS 157 for the Company’s financial
assets and liabilities did not have an impact on the Company’s financial
position or operating results.  Beginning January 1, 2008, assets and
liabilities recorded at fair value in the consolidated balance sheets are
categorized based upon the level of judgment associated with the inputs used to
measure fair value.  Level inputs, as defined by SFAS 157, are as
follows:





·
              Level
      1 - quoted
      prices in active markets for identical assets or
      liabilities


·
              Level
      2 - other
      significant observable inputs for the assets or liabilities through
      corroboration with market data at the measurement
    date


·
              Level
      3 - significant
      unobservable inputs that reflect management’s best estimate of what market
      participants would use to price the assets or liabilities at the
      measurement date.




The
following table (unaudited) summarizes fair value measurement by level at March
31, 2010 for assets and liabilities measured at fair value on a recurring
basis.





Level 1
                      
                      
                      Level 2
                      
                      
                      Level 3
                      
                      
                      TotalCash
      and cash equivalents
                      
                      $
                      799,833
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      799,833Receivables
                      
                      $
                      55,552
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      55,552Accounts
      payable and accrued liabilities
                      
                      $
                      53,994
                      
                      
                      $
                      -
                      
                      
                      $
                      -
                      
                      
                      $
                      53,994Other
      liabilities - warrants
                      
                      $
                      -
                      
                      
                      $
                      1,986,025
                      
                      
                      $
                      -
                      
                      
                      $
                      1,986,025





6.
            SUBSEQUENT
      EVENTS





The
Company has evaluated its activities subsequent to March 31, 2010 and has
concluded that no subsequent events have occurred that would require recognition
or disclosure in the consolidated condensed financial
statements.


11




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





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





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.





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





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 and Financial Condition





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.


12




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 the metallurgical test work and pilot
scale testing completed last year.  With a portion of the funds from
this offering, and contemporaneous with commencement of our marketing plan to
seek suitable off-take contracts, we intend to 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 by fourth quarter 2010 or first
quarter 2011, subject to the availability of funds, personnel and
equipment.  We estimate the cost to take the project to the point of
completing a final engineering feasibility study at approximately $3,810,000,
including general and administrative and marketing expenses.  As of
March 31, 2010, our cash position was $799,833. We currently do not have
sufficient capital to complete this plan and estimate that we will require
additional financing to do so.





Results
of Operations





We
recorded a loss for the quarter ended March 31, 2010 of $213,379 ($0.01 per
weighted average common share outstanding) compared to a loss of $588,547
($0.02) per share) for the comparable interim period in 2009.





There
were two significant factors affecting the loss during this quarter





i) Due to
the change in valuation of the warrant liability in the quarter we recorded a
gain of $970,700 (2009 $nil).; and





ii)
During 2009 the Board of Directors approved an employee benefit plan for
officers, directors, and employees to increase stockholder value and the success
of the company by motivating members of management to provide services to the
company and perform to the best of their abilities, to achieve the company’s
objectives, and to allow us to minimize the cash component of
compensation.  The pool consists of up to 1% of the outstanding shares
at the end of each year.  During the quarter we issued 720,000 shares
at a fair value of $828,000.  This expense was allocated to Consulting
fees, Consulting fees – directors and officers, Management fees and office (see
note 3(c) of the quarterly financial statements).





Generally
most expenses continue to be comparable or lower this quarter than in the
comparable quarter of 2009, as the company was concentrating on its proposed
financing, and had a reduced level of activity at the site.  The most
significant items are:





·
            Consulting
      expense, excluding $62,100 of stock based compensation was $40,729 (2009:
      $38,491).


·
            Consulting
      fees – directors and officers, again excluding $434,700 of stock based
      compensation was $86,430 (2009: $77,700 after excluding stock based
      compensation of $175,335).


·
            Management
      fees, excluding stock based compensation of $289,800 were $40,020 (2009:
      $34,800).


·
            Office
      expense, excluding stock based compensation of $41,400 was $6,818 (2009:
      $4,633).


·
            Rent
      was $20,716 (2009 $16,579) reflecting the move to new offices in Santiago
      in late 2009.


·
            Travel
      expense was $23,692 (2009: $36,626) due to decreased travel to Chile and
      to potential investors.




Recent
Accounting Pronouncements





Codification





In June
2009, the Financial Accounting Standards Board (“FASB”) issued Statement of
Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of SFAS No. 162 (the “Codification”).  The
Codification will be the single source of authoritative non-governmental US
accounting and reporting standards, superseding existing FASB, AICPA, EITF and
related literature. The Codification eliminates the hierarchy of GAAP contained
in SFAS No. 162 and establishes one level of authoritative GAAP. All other
literature is considered non-authoritative. This Statement is effective for
financial statements issued for interim and annual periods ending after
September 15, 2009, which for the Company was September 30, 2009.  All
accounting references have been updated with Accounting Standard Codification
(“ASC”) references.





Fair
value measurements





In August
2009, the FASB issued Accounting Standards Update (“ASU”) 2009-05, which amends
ASC Topic 820, Measuring
Liabilities at Fair Value, which provides additional guidance on the
measurement of liabilities at fair value. These amended standards clarify that
in circumstances in which a quoted price in an active market for the identical
liability is not available, the Company is required to use the quoted price of
the identical liability when traded as an asset, quoted prices for similar
liabilities, or quoted prices for similar liabilities when traded as assets. If
these quoted prices are not available, the Company is required to use another
valuation technique, such as an income approach or a market approach. These
amended standards were effective on October 1, 2009 and did not have a material
impact on the consolidated financial statements.


13




In
January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures, which amends ASC Topic 820, adding new requirements for
disclosures for Levels 1 and 2, separate disclosures of purchases, sales,
issuances and settlements relating to Level 3 measurements and clarification of
existing fair value disclosures.





ASU
2010-06 is effective for interim and annual periods beginning after December 15,
2009, except for the requirement to provide Level 3 activity of purchases,
sales, issuances and settlements on a gross basis, which will be effective for
fiscal years beginning after December 15, 2010 (the Company’s fiscal year 2011);
early adoption is permitted. The Company is currently evaluating the impact of
adopting ASU 2009-14 on its consolidated financial statements.




In June
2008, the FASB ratified the consensus reached on ASC 815-40 Determining Whether an Instrument
(or Embedded Feature) Is Indexed to an Entity’s Own Stock. ASC 815-40
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. The Company adopted ASC
815-40 as of January 1, 2009 (Note 11).





In May
2009, the FASB issued ASC 855.  ASC 855 is intended to establish
general standards of accounting for and disclosure of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued.  It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for that
date—that is, whether that date represents the date the financial statements
were issued or were available to be issued.  In February 2010, the
FASB amended ASC 855 to remove the requirement for an SEC registrant to disclose
the date through which subsequent events were evaluated as this requirement
would have potentially conflicted with SEC requirements. Removal of this
disclosure requirement is not expected to affect the nature or timing of
subsequent events evaluations performed by the Company.




Item
3.  Quantitative and Qualitative Disclosures About Market
Risk





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





Item4T. Controlsand
Procedures





Disclosure
Controls and Procedures





Our
President and our CFO, after evaluating the effectiveness of our “disclosure
controls and procedures” (as defined in the Rule 15d-15 (e) under the Exchange
Act) as of the end of the period covered by this Quarterly Report on Form 10-Q
(the “Evaluation Date”), have concluded that as of the Evaluation Date, our
disclosure controls and procedures were effective to provide assurance that
information we are required to disclose in reports that we file or submit under
the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our principal executive and financial officers, as appropriate, to
allow timely decisions regarding required disclosure.





Changes
in Internal Control over Financial Reporting





There
were no changes in our internal control over financial reporting (as defined in
Rule 15d-15(f) under the Exchange Act) that occurred during our most recent
quarter ended March 31, 2010, that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.





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





PART
II.  OTHER INFORMATION





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





In
February 2010 we granted bonuses of 720,000 fully vested shares of common stock
to management for past services performed in 2008 and 2009.  The
shares were granted under our 2010 Management Compensation Plan.  We
granted 252,000 shares to Mr. Kurtanjek, 252,000 shares to an entity owned by
Mr. Flower, 72,000 shares to Mr. Jenkins, 54,000 shares to an entity owned by
Mr. Crosby, 54,000 shares to Christian Feddersen, an employee in Chile, and
36,000 shares to Maria Eugenia Moscosco, an employee in Chile.  The
shares were issued without registration under the Securities Act by reason of
the exemptions from registration afforded by the provisions of Section 4(2) of
the Securities Act and Regulation S promulgated by the SEC.  Each
person acknowledged appropriate investment representations with respect to the
issuance and consented to the imposition of restrictive legends upon the
certificates representing the shares.  They did not enter into the
transaction with us as a result of or subsequent to any advertisement, article,
notice, or other communication published in any newspaper, magazine, or similar
media or broadcast on television or radio, or presented at any seminar or
meeting.  Each recipient of the bonuses was afforded the opportunity
to ask questions of our management and to receive answers concerning the terms
and conditions of the issuance.  No selling commissions were paid in
connection with the grant of the shares.


14




Item 6.
Exhibits





The
following exhibits are furnished with this report:





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


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


32.1 Section
1350 Certification of Principal Executive Officer


32.2 Section
1350 Certification of Chief Financial Officer




SIGNATURES





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





White
      Mountain Titanium CorporationDate:
      May 14, 2010
              By
              /s/  Michael P.
      KurtanjekMichael
      P. Kurtanjek, President(Principal
      Executive Officer)Date:
      May 14, 2010
              By
              /s/ Charles E. JenkinsCharles
      E. Jenkins, Chief Financial Officer(Principal
      Financial Officer)


15