UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D. C. 20549  FORM 10-Q  QUARTERLY REPORT UNDER SECTION 13 or 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November 30, 2008 Commission file number 000-23561  MEXORO MINERALS LTD. (Exact name of small business issuer as specified in its charter)  Colorado0-2356184-1431797(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification Number)C. General Retana
#706 Col. San Felipe
Chihuahua, Chih. Mexico31203(Address of principal executive offices)(Zip Code)  Registrants telephone number, including area code: +52 (614) 426 5505 Check whether the issuer (1) has filed all reports required to be filed by 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 þ        No o 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. (Check one): Large accelerated filer oAccelerated
filer oNon-accelerated filer oSmaller reporting company þ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).       Yes o         No þ  State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 30,619,302 at December 31, 2008.  Transitional Small Business Disclosure Format (Check one): Yes __ NoX        ITEM 1. FINANCIAL STATEMENTS                 MEXORO MINERALS LTD. (An Exploration Stage Company)   CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Expressed in U.S. Dollars)  November 30, 2008  2    MEXORO MINERALS LTD. (An Exploration Stage Company) Consolidated Balance Sheets (Unaudited) (Expressed in U.S. Dollars)  November 30,February 29,20082008(Unaudited)(Audited)AssetsCurrentCash and cash equivalents$4,820$12,947Accounts receivable308,386278,847Prepaid expenses92,825104,936406,031396,730Equipment(note 4)324,460460,941Total assets$730,491$857,671LiabilitiesCurrentAccounts payable and accrued liabilities$2,686,271$655,677Current portion of loans payable (note 8)26,48771,256Promissory notes (note 6)1,180,1721,480,702Convertible debentures (note 7)1,145,860-5,038,7902,207,635Loans payable(note 8)13,36827,481Total liabilities5,052,1582,235,116Stockholders deficiencyCapital stockPreferred stockAuthorized: 20,000,000 shares without par value (note 9)Issued: nilCommon stockAuthorized: 200,000,000 shares without par valueIssued: 30,619,302 (February 29, 2008  25,380,502)
(note 10)25,456,90122,978,654Additional paid-in capital12,180,28611,155,687Stock subscriptions15,000330,000Accumulated deficit from prior operations(2,003,427)(2,003,427)Accumulated deficit during the exploration stage(40,359,019)(33,828,011)Accumulated other comprehensive income (loss)388,592(10,348)Total stockholders deficiency(4,321,667)(1,377,445)Total liabilities and stockholders deficiency$730,491$857,671 Going-concern (note 3) Commitments (notes 5, 12 and 14) Subsequent events (note 15) The accompanying notes are an integral part of these consolidated financial statements.  3    MEXORO MINERALS LTD. (An Exploration Stage Company) Consolidated Statements of Operations and Deficit (Unaudited) (Expressed in U.S. Dollars)  Period fromInception ofThree Months EndedNine Months EndedExplorationNovember 30,November 30,November 30,November
30,To November 30,20082007200820072008EXPENSESGeneral and administrative$588,374$529,511$1,519,535$1,821,633$5,855,230Stock-based compensation (note 11)236,118630,603575,8802,303,9816,296,676Mineral exploration (note 5)1,200,176714,2833,955,0611,946,9187,725,239Acquisition of resource properties-580,000-580,00016,145,422Operating loss(2,024,668)(2,454,397)(6,050,476)(6,652,532)(36,022,567)Other income (expenses)Foreign exchange(163,972)(7,249)(134,857)(4,311)(133,500)Interest expense(104,518)(28,796)(341,496)(31,925)(4,339,217)Loss on sale of assets229-(4,179)-(4,179)Gain on settlement of debt----140,444NET LOSS(2,292,929)(2,490,442)(6,531,008)(6,688,768)(40,359,019)Accumulated deficit, beginning(38,066,090)(29,929,733)(33,828,011)(25,731,407)-Accumulated deficit, ending$(40,359,019)$(32,420,175)$(40,359,019)$(32,420,175)$(40,359,019)OTHER COMPREHENSIVE INCOMEForeign exchange gain (loss) on translation422,960(12,448)398,940(1,402)388,592Total comprehensive loss$(1,869,969)$(2,502,890)$(6,132,068)$(6,690,170)$(39,970,427)Total loss per share  basic and diluted$(0.08)$(0.10)$(0.24)$(0.30)WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK  BASIC AND DILUTED29,203,01023,935,65927,354,46422,484,877-    The accompanying notes are an integral part of these consolidated financial statements.  4    MEXORO MINERALS LTD. (An Exploration Stage Company) Consolidated Statements of Cash Flow (Unaudited) (Expressed in U.S. Dollars) Period fromNine Months EndedInception ofNovember 30,November 30,Exploration20082007to November 30, 2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss$(6,531,008)$(6,688,769)$(40,359,019)Write off of note receivable--57,500Acquisition of resource properties  for stock-580,00013,645,000Issuance of shares for consulting services--90,000Depreciation62,88147,827167,120Discount on convertible debenture64,133-239,133Non-cash component of gain on settlement of debt--(182,259)Stock-based compensation563,1442,303,9817,806,940Beneficial conversion feature198,860-3,916,360Changes in non-cash working capital items:Prepaid expense4,27311,293(90,962)Accounts receivable(107,638)(121,643)(368,983)Customer deposits--(44,809)Notes payable--109,337Accounts payable and accrued liabilities2,800,9001,087,5074,227,256CASH USED IN OPERATING ACTIVITIES(2,944,455)(2,779,803)(10,787,386)INVESTINGACTIVITIESPurchase of property and equipment(12,810)(44,011)(561,110)CASH USED IN INVESTING ACTIVITIES(12,810)(44,011)(561,110)FINANCING ACTIVITIESProceeds from loans payable13,11939,404195,573Proceeds from notes payable2,406,180518,3924,050,182Proceeds from convertible debentures1,370,000-5,062,500Proceeds from exercise of options--78,000Proceeds from exercise of warrants-3,094,3773,144,377Repayment of loans payable(61,135)-(147,594)Repayment of notes payable(900,281)-(1,260,281)Repayment of convertible debentures--(530,000)Stock subscriptions15,00025,000185,000Issuance of common stock179,885-656,994Cash provided by financing activities3,022,7683,677,17311,434,751Net change in cash65,503853,35986,255Effect of foreign currency translation on cash(73,630)(7,113)(103,512)Cash and cash equivalents, beginning12,94713,14822,077CASH AND CASH EQUIVALENTS, ENDING$4,820$859,394$4,820SUPPLEMENTAL CASH FLOW INFORMATIONInterest paid$36,034$-$231,321Common stock issued on conversion of debt878,000-4,095,500Common stock issued on settlement of notes payable2,936,028-3,348,828Common stock issued for mineral property costs-500,000500,000Common stock issued for management bonuses650,000-650,000Shares issued for services67,424-157,424  The accompanying notes are an integral part of these consolidated financial statements.  5    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 1. BASIS OF PRESENTATION Mexoro Minerals Ltd. (formerly Sunburst Acquisitions IV, Inc.) ("Mexoro" or the Company) was incorporated in the state of Colorado on August 27, 1997 and on February 15, 2006 its name was changed to Mexoro Minerals Ltd. The Company was formed to seek out and acquire business opportunities. Between 1997 and 2003, the Company was engaged in two business acquisitions and one business opportunity, none of which generated a significant profit or created sustainable business. All were sold or discontinued. Currently, the main focus of the Companys operations is in Mexico. The Company had previously been pursuing various business opportunities and, effective March 1, 2004, the Company changed its operations to mineral exploration. Accordingly, as of March 1, 2004, the Company is considered to be an exploration stage company. On May 25, 2004, the Company completed a Share Exchange Agreement with Sierra Minerals and Mining, Inc. (Sierra Minerals), a Nevada corporation, which caused Sierra Minerals to become a wholly-owned subsidiary. Sierra Minerals held certain rights to properties in Mexico that the Company now owns or has an option to acquire. Through Sierra Minerals, the Company entered into a joint venture agreement with Minera Rio Tinto, S.A. de C.V. (MRT), a company duly incorporated pursuant to the laws of Mexico, which is controlled by an officer of the Company. In August 2005, the Company cancelled the joint venture agreement in order to directly pursue mineral exploration opportunities through a wholly-owned Mexican subsidiary, Sunburst Mining de Mexico S.A. de C.V. (Sunburst de Mexico). On August 25, 2005, Sunburst de Mexico, Mexoro and MRT entered into agreements providing Sunburst de Mexico the right to explore and exploit certain properties in Mexico. In December 2005, the Company and Sunburst de Mexico entered into a new agreement with MRT (the New Agreement) (note 5). On January 20, 2006, Sierra Minerals was dissolved. On May 5, 2008, the Company signed a letter of intent (LOI) to enter into a strategic alliance with Paramount Gold and Silver Corp. (Paramount). The agreement called for Paramount to invest a minimum of $4 million and a maximum of $6 million into the Company, at a fixed price of $0.50 per unit by June 23, 2008. On June 18, 2008, the Company and Paramount agreed to extend the date from June 23, 2008 to July 21, 2008. The Company and Paramount then agreed to extend the date to August 5, 2008. On August 6, 2008 Mexoro terminated the LOI with Paramount as Paramount did not meet the terms of the agreement. During the six months ended August 31, 2008, Paramount provided Mexoro $1,370,000 in the form of secured convertible debentures bearing interest at a rate of 8% per annum for a term of one year. Paramount has the option to convert the debt into units. The accompanying unaudited consolidated financial statements have been prepared in accordance with United States generally accepted accounting principles (US GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete consolidated financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended November 30, 2008 are not necessarily indicative of the results that may be expected for the year ending February 28, 2009. For further information, refer to the consolidated financial statements and footnotes thereto included in the Companys annual report on Form 10-KSB for the year ended February 29, 2008.   6    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (a) Significant accounting policies have not materially changed since February 29, 2008.  For details of the Companys significant accounting policies, refer to the Companys annual report on Form 10-KSB for the year ended February 29, 2008.  (b) Recent accounting pronouncements  (i) In December 2007, the FASB issued SFAS No. 141 (R), Business Combinations, and SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements. SFAS No. 141 (R) requires an acquirer to measure the identifiable assets acquired, the liabilities assumed and any noncontrolling interest in the acquiree at their fair values on the acquisition date, with goodwill being the excess value over the net identifiable assets acquired. SFAS No. 160 improves the relevance, comparability, and transparency of financial information provided to investors by requiring all entities to report noncontrolling (minority) interests in subsidiaries in the same way as equity in the consolidated financial statements. In addition, SFAS No. 160 eliminates the diversity that currently exists in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The calculation of earnings per share will continue to be based on income amounts attributable to the parent. SFAS No. 141 (R) and SFAS No. 160 are effective for financial statements issued for fiscal years beginning after December 15, 2008. Early adoption is prohibited. We have not yet determined the effect on our consolidated financial statements, if any, upon adoption of SFAS No. 141 (R) or SFAS No. 160. (ii) In February 2008, the FASB issued FASB Staff Position (FSP) FAS No. 140-3, Accounting for Transfers of Financial Assets and Repurchase Financing Transactions, which provides a consistent framework for the evaluation of a transfer of a financial asset and subsequent repurchase agreement entered into with the same counterparty. FSP FAS No. 140-3 provides guidelines that must be met in order for an initial transfer and subsequent repurchase agreement to not be considered linked for evaluation. If the transactions do not meet the specified criteria, they are required to be accounted for as one transaction. This FSP will be effective March 1, 2009, and shall be applied prospectively to initial transfers and repurchase financings for which the initial transfer is executed on or after adoption. The adoption of FSP FAS No. 140-3 will not have an impact on our consolidated financial condition or results of operations. (iii) In March 2008, the FASB issued SFAS No. 161, Disclosure About Derivative Instruments and Hedging Activities, an amendment to Financial Accounting Standards Board Financial Accounting Standard No. 133.  SFAS No. 161 requires among other things, enhanced disclosure about the volume and nature of derivative and hedging activities and a tabular summary showing the fair value of derivative instruments included in the statement of financial position and statement of operations. SFAS No. 161 also requires expanded disclosure of contingencies included in derivative instruments related to credit risk. SFAS No. 161 is effective for fiscal 2009. The adoption of SFAS No. 161 will not have an impact on our consolidated financial condition or results of operations. (iv) In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles. This Statement identifies the sources for GAAP in the U.S. and lists the categories in descending order. An entity should follow the highest category of GAAP applicable for each of its accounting transactions. The adoption will not have a material effect on the Companys consolidated financial statements.  7    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Recent accounting pronouncements (continued) (v) In May 2008, the FASB issued FSP No. APB 14-1, Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlements) (previously FSP APB 14-a), which will change the accounting treatment for convertible securities which the issuer may settle fully or partially in cash. Under the final FSP, cash settled convertible securities will be separated into their debt and equity components. The value assigned to the debt component will be the estimated fair value, as of the issuance date, of a similar debt instrument without the conversion feature, and the difference between the proceeds for the convertible debt and the amount reflected as a debt liability will be recorded as additional paid-in capital. As a result, the debt will be recorded at a discount reflecting its below market coupon interest rate. The debt will subsequently be accreted to its par value over its expected life, with the rate of interest that reflects the market rate at issuance being reflected on the income statement. This change in methodology will affect the calculations of net income and earnings per share for many issuers of cash settled convertible securities. The FSP is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of FSP No. APB 14-1 on its consolidated financial statements. (vi) In June 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities", which applies to the calculation of earnings per share (EPS) under Statement 128 for share-based payment awards with rights to dividends or dividend equivalents. Under the final FSP EITF 03-6-1, Unvested share-based payment awards that contain nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. The FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of EITF 03-6-1 on its consolidated financial statements.   8    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 3. GOING CONCERN The accompanying financial statements have been prepared on a going concern basis. The Company has a history of operating losses and will need to raise additional capital to fund its planned operations. At November 30, 2008, the Company had a working capital deficiency of $4,632,759 (February 29, 2008 - $1,810,905) and a cumulative loss during the exploration period of $40,359,019 (February 29, 2008 - $33,828,011). These conditions raise substantial doubt about the Companys ability to continue as a going concern. The Company intends to reduce its cumulative loss through the attainment of profitable operations from its investment in a Mexican mining venture (note 5). In addition, the Company has conducted private placements of convertible debt and common stock (note 10), which have generated a portion of the initial cash requirements of its planned Mexican mining ventures (note 5). In November 2008, the Company signed a letter of intent with Minera Rio Tinto (MRT) to provide funding of up to $9,000,000 to the Company to initiate production at its Cieneguita property, complete a feasibility study as well to continue the exploration of its properties. 4. EQUIPMENT November 30, 2008February 29,2008CostAccumulated DepreciationNet BookNet BookValueValueSoftware$     23,374$       16,902$        6,472$         7,739Machinery266,93745,162221,775305,221Vehicles127,56356,70070,863109,173Computers26,56313,70912,85421,798Office equipment15,6443,14812,49617,010$   460,081$     135,621$    324,460$     460,941 5. MINERAL PROPERTIES The Company incurred exploration expenses as follows in the nine months ended November 30, 2008: Cieneguita OperationsSahuayacanGuazaparesCieneguitaEncino GordoNew ProjectsTotalDrilling and sampling$             -$              -$ 370,660$2,008,668$           -$         -$2,379,328Geological, geochemical, geophysics--127,881368,613-46,720543,214Land use permits50110,43745,550117,785(1,561)-272,261Automotive246-3,2478,143--11,636Travel65830433,66330,687202-65,514Consulting12,314-149,471153,793--315,578Equipment104-22,41322,378--44,895General8,3086,68585,740221,395507-322,635$   21,680$  117,426$ 838,625$2,931,462$ (852)$46,720$3,955,061  9     MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 5. MINERAL PROPERTIES (CONTINUED) The Company incurred exploration expenses as follows in the nine months ended November 30, 2007: CieneguitaSahuayacanGuazaparesSan AntonioSan FranciscoEncino GordoTotalDrilling and sampling$  94,476$   336,454$   320,992$         -$           -$          -$  751,922Geological, geochemical, geophysics33,58582,40634,478--62,926213,395Land use permits77,10975,6508,47743130,2652,078194,010Automotive8,189651,125---9,379Travel21,26815,10327,567--6,70870,646Consulting175,33530,519106,206--19,812331,872Equipment80,644-18,875--2,568102,087General157,280-115,854--473273,607$ 647,886$  540,197$  633,574$   431$ 30,265$94,565$ 1,946,918  Since May 2004, the Company has held interests in gold exploration properties in Mexico. In August 2005, the Company formed its wholly owned subsidiary, Sunburst de Mexico, which allowed the Company to take title to the properties in the name of Sunburst de Mexico. On August 25, 2005, the Company entered into property agreements with MRT, which provided Sunburst de Mexico options to purchase the mineral concessions of the Cieneguita and Guazapares properties and the right of refusal on three Encino Gordo properties. The Company also entered into an exploration and sale agreement, in October 2006, with Minera Emilio for the mineral concessions of the Sahuayacan Property. In August 2005, the parties also entered into an operators agreement, that gave MRT the sole and exclusive right and authority to manage the Cieneguita Property, and a share option agreement which granted MRT the exclusive option to acquire up to 100% of all outstanding shares of Sunburst de Mexico if the Company did not comply with the terms of the property agreements. The operators agreement and share option agreement were subsequently cancelled when the Company and Sunburst de Mexico entered into a new contract with MRT as described below under Encino Gordo property. In November 2008, the Company signed a letter of intent with MRT to initiate production at its Cieneguita property, complete a feasibility study and to continue the exploration of its properties. Under the agreement, MRT and Mexoros wholly owned subsidiary Sunburst Mining de Mexico will form a new Mexican joint venture company for the purpose of putting Cieneguita property into production. The letter of intent contemplates MRT to invest up to $5,000,000 in expenditures to take Cieneguita property to the feasibility stage. As compensation for the expenditure of the $5,000,000, MRT will earn a 55% interest in the Companys rights to the Cieneguita property. All future costs will be borne on a 55% MRT/45% Mexoro basis. If Mexoro elects to forgo its share of the additional expenses above $5,000,000, then its interest will revert to a 30% carried interest.   10    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 5. MINERAL PROPERTIES (CONTINUED) The material provisions of the property agreements are as follows: Cieneguita MRT assigned to Sunburst de Mexico, with the permission of the Cieneguita Propertys owner, Corporativo Minero, S.A. de C.V. (Corporativo Minero), all of MRTs rights and obligations acquired under a previous agreement (the Cieneguita option agreement), including the exclusive option to acquire the Cieneguita Property for a price of $2,000,000. As the Cieneguita Property was not in production by May 6, 2006, Sunburst de Mexico was required to pay $120,000 to Corporativo Minero to extend the contract. Corporativo Minero agreed to reduce the obligation to $60,000, of which $10,000 was paid in April 2006 and the balance paid on May 6, 2006. The Company made this payment to Corporativo Minero and the contract was extended. The Company has the obligation to pay a further $120,000 per year for the next 13 years and the balance of the payments in the 14th year, until the total amount of $2,000,000 is paid. The Company renegotiated the payment due May 6, 2007, to $60,000 payable on November 6, 2007, which was paid, and the balance of $60,000 was paid on December 20, 2007. We paid $60,000 on May 12, 2008 of the $120,000 due on May 6, 2008, and the balance was paid in June 2008. We are not in default on our payments. In the alternative, if the Cieneguita Property is put into production, of which there is no guarantee, the Company must pay the Cieneguita owners $20 per ounce of gold produced, if any, from the Cieneguita Property to the total $2,000,000 due. In the event that the price of gold is above $400 per ounce, the property payments payable to the Cieneguita owners from production will be increased by $0.10 for each dollar increment over $400 per ounce. The total payment of $2,000,000 does not change with fluctuations in the price of gold. Non-payment of any portion of the $2,000,000 total payment will constitute a default. In such case, the Cieneguita owners will retain ownership of the concessions, but the Company will not incur any additional default penalty. MRT retained no interest in the Cieneguita Property. Guazapares MRT assigned to Sunburst de Mexico, with the consent of the Guazapares Property owner Compañía Minera, S.A. de C.V. (Compañía Minera), MRTs rights and obligations concerning the Guazapares Property, including the exclusive option, for a term of four years, to purchase eight of the Guazapares Property concessions upon payment of $910,000. The total payments for the Company to acquire and retain 100% ownership of all eight concessions are as follows: November 30, 2005 - $100,000 (this payment date was extended  see below), October 31, 2006 - $60,000 (this payment date was extended to February 28, 2007, then to May 31, 2007 and then to August 31, 2007- see below), August 2, 2007 - $140,000 (see below), August 2, 2008 - $110,000 (see below) and August 2, 2009 - $500,000. On September 19, 2007, Sunburst de Mexico, Mexoro and MRT entered into an agreement to defer any and all property payments regarding Guazapares currently owing to MRT and which would otherwise become due by December 31, 2007, until such time as Sunburst de Mexico and Mexoro have sufficient funds to make the payments, in the opinion of the disinterested directors of Mexoro. Mexoro agreed to issue 250,000 shares to MRT and/or its assignees in consideration for the deferral of any and all Guazapares Property payments currently outstanding and those arising on or before December 31, 2007. In return, Sunburst de Mexico granted MRT a 2.5% net smelter royalties (NSR) and the right to extract from the Guazapares concessions up to 5,000 tons per month of rock material; this right will terminate on exercise of the option to purchase the concessions. Otherwise, MRT retained no interest in the Guazapares Property.  11    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 5. MINERAL PROPERTIES (CONTINUED) San Francisco (Guazapares) MRT assigned to Sunburst de Mexico, for a term of 60 months, commencing from June 25, 2004 (the Option Period), with the consent of the San Francisco concessions owner Minera Rachasa, S.A. de C.V. (Minera Rachasa), MRTs rights and obligations acquired under the San Francisco option agreement, including the option to purchase the San Francisco concessions for a price of $250,000 on June 25, 2009. To maintain the option, Sunburst de Mexico assumed the obligation to pay to the San Francisco owner cumulative annual payments. The payments are: $20,000 on June 25, 2006 (paid); $30,000 on June 25, 2007 (paid); and $40,000 on June 25, 2008 (paid). If the option is exercised prior to the expiration of the Option Period by payment of the purchase price of $250,000; the obligation to pay the annual payments will be terminated. MRT and the San Francisco owner reserved a combined 2.5% NSR. MRT reserved no other rights on the San Francisco concessions. San Antonio (Guazapares) MRT assigned to Sunburst de Mexico, with the consent of the San Antonio concessions owner (Rafael Fernando Astorga Hernández), MRTs rights and obligations acquired under the San Antonio option agreement, including the option to purchase the San Antonio concessions for a price of $500,000, commencing on January 15, 2004 (the signing date of the San Antonio option agreement) and due on January 15, 2010. To maintain the option, Sunburst de Mexico assumed the obligation to pay to the San Antonio owner cumulative annual payments. The remaining payments are: $50,000 on January 15, 2008 (this payment was deferred to January 31, 2008 and paid) and $50,000 on January 15, 2009. If the option is exercised prior to the expiration of the option period by payment of the purchase price, the obligation to pay the annual payments will be terminated. The San Antonio owner reserved the right to extract from the San Antonio concessions up to 50 tonnes per day of rock material; this right will terminate on the date of the exercise of the option. MRT and the San Antonio owner reserved a combined 2.5% NSR to be paid to them. MRT reserved no other rights on the San Antonio concessions. Encino Gordo On December 8, 2005, the Company and Sunburst de Mexico entered into a New Agreement with MRT to exercise their option under the sale and purchase of the mining concessions agreement, dated August 18, 2005, to obtain two mining concessions in the Encino Gordo region. The New Agreement also provided the Company the option to obtain three additional concessions in the Encino Gordo region. The following are additional material terms of the New Agreement: (a) The share option agreement with MRT was cancelled;  (b) The Company granted MRT the option to buy all of the outstanding shares of Sunburst de Mexico for $100 if the Company failed to transfer $1,500,000 to Sunburst de Mexico by April 30, 2006. On April 6, 2006, MRT agreed to waive its option to purchase the shares of Sunburst de Mexico and also waived the Companys obligation to transfer $1,500,000 to Sunburst de Mexico. The property agreements were modified to change the NSR to a maximum of 2.5% for all properties covered by the agreements. The property agreements contained NSRs ranging from 0.5% to 7%;   12    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 5. MINERAL PROPERTIES (CONTINUED) (c) The Company agreed to issue 2,000,000 shares of the Companys common stock to MRT within four months of the date of the signing of the New Agreement. These shares were issued to MRT and its assignee at the market value of $1.05 per share on February 23, 2006, and $2,100,000 was charged to operations for the year ended February 28, 2006. This issuance fulfilled the Companys payment obligations under the previous property agreements;  (d) The Company agreed to issue 1,000,000 additional shares of the Companys common stock to MRT if and when the Cieneguita Property is put into production and reaches 85% of production capacity over a 90-day period, as defined in the New Agreement; and  (e) The operators agreement with MRT was cancelled. Sunburst de Mexico purchased two of the Encino Gordo concessions from MRT for a price of 1,000 pesos (approximately US$100), and MRT assigned to Sunburst de Mexico a first right of refusal to acquire three additional Encino Gordo concessions. The total payments to acquire 100% of these three additional concessions are as follows: $10,000 on June 30, 2006 (paid); $25,000 on December 31, 2006 (paid), $50,000 on December 31, 2007 ($20,000 of this payment was made on January 3, 2008 and the balance was paid on February 29, 2008), $75,000 on December 31, 2008, $125,000 on December 31, 2009 and $200,000 on December 31, 2010. Sahuayacan On June 21, 2006, Sunburst de Mexico entered into an exploration and sale option agreement of mining concessions with Minera Emilio, S.A. de C.V. (Minera Emilio) for mineral concessions of the Sahuayacan Property. Minera Emilio granted the Company the exclusive right to conduct exploration on the Sahuayacan Property and the Company must pay $282,000 in the following manner: $20,000 on date of signing agreement (paid); $10,000 due December 1, 2006 (paid); $2,500 per month effective from August 21, 2006 to July 21, 2007, for a total of $30,000 (paid); $3,500 per month effective from August 21, 2007 to July 21, 2008 for a total of $42,000 (paid); and $5,000 per month effective August 21, 2008 to July 21, 2011 (all have been paid to date) for a total of $180,000 until the balance of the total $282,000 is paid (36 months). SegundoSanto Nino (Sahuayacan) On May 15, 2006, Sunburst de Mexico entered into an exploration contract with Jose Maria Rascon and Sabino Amador Rascon Polanco and, on November 20, 2007, Sunburst de Mexico entered into an exploration contract with Rene Muro Lugo (all three representatives constitute the Concessionaires) for the Segundo Santo Nino concession on the Sahuayacan Property. Each concession representative owns 33.3% of the total Segundo Santo Nino title. The Company must pay the Concessionaires a total of $255,000 for this concession. The payments to acquire 100% of this concession are as follows: all payments up to February 13, 2008 totaling $65,000 have been paid, July 13, 2008 - $20,000 (overdue), February 13, 2009 - $20,000, July 13, 2009 - $30,000 and February 13, 2010 - $120,000. La Maravilla (Sahuayacan) On January 25, 2008, Sunburst de Mexico entered into an exploration and option agreement with Maria Luisa Wong Madrigal for mineral concessions under the La Maravilla project on the Sahuayacan Property. The Company must pay Maria Luisa Wong Madrigal $600,000 to acquire 100% of this concession as follows: $33,000  January 25, 2008 (paid); $33,000  July 25, 2008 (paid); $34,000  January 25, 2009; $500,000  at the option to purchase the concession or 36 months  January 25, 2010.   13    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 6. PROMISSORY NOTES As at November 30, 2008, the Company had $1,180,172 (February 29, 2008 - $1,480,702) of promissory notes outstanding, comprising the following: (a) $492,004 of promissory notes accruing interest at a rate of 7.5% p.a. payable semi-annually. The principal and interest on the notes was due and payable on April 30, 2008. The Company did not make the payment by April 30, 2008 and is in default. Interest rate payable during the default period is 12%. $39,000 of promissory notes accruing interest at a rate of 10% p.a. The entire principal and interest accrued is payable on December 31, 2009.  (b) $649,168 of promissory notes is due to related parties and close associates that bear no interest and have no terms of repayment. During the nine months ended November 30, 2008, the Company converted promissory notes of $1,470,522 into $1.00 units. The units consist of two common shares and one warrant exercisable at $0.75 each (note 10). 7. CONVERTIBLE DEBENTURES On May 5, 2008, the Company signed a LOI to enter into a strategic alliance with Paramount. The agreement called for Paramount to invest a minimum of $4 million and maximum of $6 million into the Company, fixed at a price of $0.50 per unit by June 23, 2008. The investment timeline was extended until July 21, 2008, and then to August 5, 2008. On August 6, 2008 Mexoro terminated the LOI with Paramount as Paramount did not meet the terms of the agreement. The Company issued secured convertible debentures to Paramount as follows: On May 9, 2008, the Company issued $500,000 in convertible debentures to Paramount, with a maturity date of one year, accruing interest at 8% per year payable in arrears and convertible at the option of the holder. On June 10, 2008, the Company issued $70,000 in convertible debentures to Paramount, with a maturity date of one year, accruing interest at 8% per year payable in arrears and convertible at the option of the holder. On June 25, 2008, the Company issued $300,000 in convertible debentures to Paramount, with a maturity date of one year, accruing interest at 8% per year payable in arrears and convertible at the option of the holder. On July 11, 2008, the Company issued $500,000 in convertible debentures to Paramount, with a maturity date of one year, accruing interest at 8% per year payable in arrears and convertible at the option of the holder. As at November 30, 2008, there were $1,370,000 convertible debentures outstanding. Paramount may convert all or a portion of the principal amount of the debenture into units consisting of one share of our common stock and half a warrant to purchase one share of our common stock. Subject to certain adjustments upon the occurrence of various capital reorganizations and other events, the units are convertible at $0.50 per unit for a total of up to 2,740,000 shares of common stock and up to 1,370,000 warrants at $0.75 to purchase shares of common stock (the Warrants). The Warrants have a term of four years from the date that Paramount converts the debenture or the portion of the debenture covering those warrants. A holder of the Warrants may exercise those Warrants at $0.75 (subject to adjustments upon the occurrence of certain events like stock splits). The fair value of the Warrants attached to the convertible debentures as discussed above was estimated at the date of grant using the Black-Scholes option pricing model using the following weighted average assumptions: 2008Expected volatility71.48-110.72%Weighted-average volatility71.48-110.72%Expected dividend rate-Expected life of warrants in years4Risk-free rate2.30-3.41%  14    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 8. LOANS PAYABLE As at November 30, 2008, there were loans payable in the amount of $39,855, of which $26,487 is current and $13,368 is long-term. The loans are repayable in monthly installments of $3,392, including interest ranging from 5.3% to 15.6% per annum, and are secured by specified automotive equipment. 9. PREFERRED STOCK The Company is authorized to issue 20,000,000 shares of preferred stock. The Companys board of directors is authorized to divide the preferred stock into series, and with respect to each series, to determine the preferences and rights and qualifications, limitations or restrictions thereof, including the dividend rights, conversion rights, voting rights, redemption rights and terms, liquidation preferences, sinking fund provisions, and the number of shares constituting the series and the designations of such series. The board of directors could, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect the voting rights of the holders of common stock, which issuance could have certain anti-takeover effects. 10. COMMON STOCK In November 2008, the Company issued 50,000 shares of common stock to an officer of the Company as bonus for the 500,000 ounce gold discovery. In November 2008, the Company issued 500,000 shares of common stock to the president of the Company as a signing bonus. In October, 2008, the Company converted subscription proceeds of $4,943 into 9,886 shares of common stock. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of subscription proceeds. Each unit consists of two shares of Companys common stock and one warrant each exercisable at $0.75, which expire in four years. In October 2008, the Company issued 100,000 shares of common stock to an officer of the Company as bonus for the 500,000 ounce gold discovery. In October 2008, the Company converted $151,866 of debt into 415,000 shares of common stock. In September 2008, the Company converted $835,514 of debt into subscription proceeds and issued 1,671,028 common shares. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of debt. Each unit consists of two shares of Companys common stock and one warrant each exercisable at $0.75, which expire in four years. In September, 2008, the Company received subscription proceeds of $170,000 and issued 425,000 shares of common stock in a private placement. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of subscription proceeds. Each unit consists of two shares of Companys common stock and one warrant each exercisable at $0.75, which expire in four years. In September 2008, the Company converted $42,800 of debt into 107,000 shares of common. In August 2008, the Company converted $142,508 (MXN 1,449,989) (note 6) of promissory notes into subscription proceeds and issued 280,000 common shares. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of debt. Each unit consists of two shares of the Companys common stock and one warrant each exercisable at $0.75, which expire in four years. In July 2008, the Company converted $67,424 of debt into 150,000 shares of common. In June 2008, the Company converted $60,000 of debt into subscription proceeds and issued 120,000 common shares. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of debt. Each unit consists of two shares of Companys common stock and one warrant each exercisable at $0.75, which expire in four years.   15    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 10. COMMON STOCK (CONTINUED) In June, 2008, the Company issued 9,885 shares of common stock in a private placement. In May 2008, the Company converted $535,500 of debt into subscription proceeds and issued 1,071,000 common shares. The subscribers to the subscription proceeds have agreed to purchase one unit for each $1.00 of debt. Each unit consists of two shares of Companys common stock and one warrant each exercisable at $0.75, which expire in four years. On April 25, 2008, stock subscriptions of $330,000 were converted into 330,000 shares of common stock. In fiscal 2008, the Company issued 1,174,000 shares of common stock on the exercise of 1,174,400 warrants where each warrant was exercisable into shares of common stock at the price of $1.00 per share. The warrants were to expire on April 30, 2008. In the second and third quarter of fiscal 2008, the Company issued 1,000,000 shares of common stock on the exercise of 1,000,000 warrants where each warrant was exercisable into shares of common stock at the price of $0.75 per share. The warrants were to expire on December 31, 2007. In the first two quarters of fiscal 2008, the Company issued 1,000,000 shares of common stock on the exercise of 1,000,000 warrants where each warrant was exercisable into shares of common stock at the price of $0.50 per share. The warrants were to expire on June 30, 2007. On November 7, 2007, the Company issued 670,000 shares of common stock on the exercise of 670,000 warrants where each warrant was exercisable into shares of common stock at the price of $1.00 per share. The warrants were to expire on December 31, 2007. On September 20, 2007, the Company issued 250,000 shares of common stock pursuant to an agreement in consideration of deferral of any and all Guazapares Property payments currently outstanding and those arising on or before December 31, 2007. The shares were valued at $1.16 per share, based on the closing quoted market price on September 18, 2007. On September 20, 2007, the Company issued 250,000 shares of common stock pursuant to the Encino Gordo contract. The shares were valued at $1.16 each, based on the closing quoted market price on September 18, 2007. On August 15, 2006, the Company returned to treasury 50,000 shares of common stock that were issued but not delivered pending payment with respect to the convertible debt converted into shares of common stock on July 5, 2006. On August 10, 2006, the Company issued 50,000 shares of common stock on the exercise of 50,000 warrants where each warrant was exercisable into shares of common stock at a price of $1.00 per share. On July 5, 2006, the Company issued 5,835,000 shares of common stock on the exercise of $2,917,500 of convertible debt at a price of $0.50 per share. On April 3, 2006 and May 31, 2006, the Company issued 550,000 and 200,000 shares of common stock, respectively, pursuant to a private placement unit offering. Units consisted of one share of common stock and one-half of one warrant. Each full warrant entitles the investor to purchase an additional share of the Companys common stock at a price of $1.00 per share and was exercisable until April 30, 2008. On March 4, 2006, the Company agreed to issue 1,651,200 shares of common stock at a price of $0.25 per share to settle $412,800 in promissory notes payable. These shares were issued on April 6, 2006.       16    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 11. STOCK COMPENSATION PROGRAM On April 29, 2008, the board of directors approved the granting of stock options according to the 2008 Nonqualified Stock Option Plan (2008 Option Plan) whereby the board is authorized to grant to employees and other related persons stock options to purchase an aggregate of up to 6,000,000 shares of the Company's common stock. Subject to the adoption of the 2008 Option Plan, all of the options were granted and vest, pursuant to the terms of the 2008 Option Plan, in six equal installments, with the first installment vesting at the date of grant, the second installment vesting October 29, 2008, the third installment vesting April 29, 2009, the fourth installment vesting October 29, 2009, the fifth installment vesting April 29, 2010 and the last installment vesting October 29, 2010. On April 29, 2008, the Company granted 400,000 stock options to employees at a price of $0.52 per share and 850,000 stock options to management at a price of $0.52 per share. In the nine months ended November 30, 2008, the Company has agreed to grant share stock awards to officers and directors for each newly discovered reserves of 1,000,000 oz AU (or Au-Ag equivalent) to a maximum of 400,000 shares. In the six months ended August 31, 2008, the Company entered into a consulting agreement with Sam Osman to conduct public relations for the Company. Mr. Osman was granted 200,000 options to purchase 200,000 common shares of the Company at a price of $0.52 per share, expiring June 30, 2010. This agreement was subsequently cancelled. In the nine months ended November 30, 2008, the Company awarded 1,400,000 options to purchase common shares (2007  1,635,000) and recorded stock-based compensation expense of $472,420 (2007 - $698,878). The weighted average fair value of each option granted for the nine months ended November 30, 2008 was $0.29. The following weighted average assumptions were used for the Black-Scholes option-pricing model to value stock options granted in 2008: 2008Expected volatility70.37% - 103.55%Weighted-average volatility75.51%Expected dividend rate-Expected life of options in years10Risk-free rate2.82% - 3.86%  There were no capitalized stock-based compensation costs at November 30, 2008 or November 30, 2007.  17    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 11. STOCK COMPENSATION PROGRAM (CONTINUED) The summary of option activity under the 2008 Option Plan as of November 30, 2008, and changes during the period then ended, is presented below: WeightedNumber ofWeighted-AggregateAverageSharesAverageIntrinsicExerciseRemainingValuePriceContractualOptionsTermBalance at March 1, 2008$0.872,475,0007.93$222,500Options granted0.501,400,0009.48-Options exercised----Options cancelled/forfeited$----Balance at November 30, 2008$0.743,875,0008.01$         -Exercisable at November 30, 2008$0.752,369,1677.59$         -  The weighted-average grant-date fair value of options granted during the nine months ended November 30, 2008 and November 30, 2007 was $0.29 and $0.90, respectively. A summary of the status of the Companys nonvested options as of November 30, 2008, and changes during the nine months ended November 30, 2008, is presented below: Weighted-averageGrant-DateNon-vested optionsSharesFair ValueNonvested at February 29, 20081,065,000$ 0.76Granted1,400,0000.29Vested(959,167)0.39Nonvested at November 30, 20081,505,833$ 0.43  As of November 30, 2008, there was an estimated $688,848 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the 2007 and 2008 nonqualified stock option plans. That cost is expected to be recognized over a weighted-average period of approximately 1.50 years.   18    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 12. WARRANTS As at November 30, 2008, the Company had a total of 5,626,400 (February 29, 2008  4,486,100) warrants outstanding to purchase common stock. Each warrant entitles the holder to purchase one share of the Companys common stock. The Company has reserved 5,626,400 shares of common stock in the event that these warrants are exercised. During the nine months ended November 30, 2008, the Company received $nil from warrants exercised. The outstanding warrants include 1,000,000 Series D Warrants exercisable at $1.25 per share and 1,000,000 Series E Warrants exercisable at $1.50 per share; of which all are exercisable at the option of the holder, have no redemption features, and are settled on a physical basis. All the warrants were fully vested upon issuance. The Series E Warrants will become exercisable only when the Series D Warrants have been fully exercised.  Unless terminated earlier as a result of failure to vest, the Series D and Series E Warrants will each expire on December 31, 2009. The Company had issued 2,917,500 warrants exercisable at $1.00 each pursuant to the issuance of convertible debentures. These warrants expired on April 30, 2008. The Company had issued 375,000 warrants exercisable at $1.00 each pursuant to the issuance of a private placement unit offering. These warrants expired on April 30, 2008. The following table summarizes the continuity of the Companys share purchase warrants: Number of
WarrantsWeighted Average Exercise PriceBalance, February 28, 20078,217,500$1.00Issued113,0001.00Cancelled--Exercised(3,844,400)0.80Balance, February 29, 20084,486,100$1.17Issued3,513,4000.73Cancelled(2,043,100)1.00Exercised(330,000)1.00November 30, 20085,626,400$0.97  As at November 30, 2008, the following share purchase warrants were outstanding: Number of WarrantsExercise PriceExpiry Date100,000$ 0.43September 8, 2010250,000$ 0.65June 30, 20123,163,400$ 0.75April 2012 to August, 20131,000,000$ 1.25December 31, 20091,000,000$ 1.50December 31, 2009113,000$ 1.00January 31, 20105,626,400  19    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 13. RELATED PARTY TRANSACTIONS For the nine months ended November 30, 2008, the Company paid or accrued management fees of $103,842 (November 30, 2007 - $99,000) to certain officers and directors and to companies controlled by directors. The Company also paid or accrued $8,299 (November 30, 2007 - $64,938) to certain officers and directors and to companies controlled by directors for travel, office and other related expenses. As at November 30, 2008, accounts payable of $7,000 (November 30, 2007 - $53,580) were owing to an officer and director of the Company and $59,935 (November 30, 2007 - $53,580) was owing to companies controlled by directors. In addition, promissory notes of $nil (November 30, 2007 - $252,669) were owed to companies controlled by related parties and close associates (note 6). All related party transactions are in the normal course of business at the exchange amount agreed to by each party. 14. COMMITMENTS On July 1, 2008, the Company entered into an investor relations agreement with Vastani Company (“Vastani”), whereby Vastani will act as an investor relationship advisor to the Company. The Company has agreed to pay a monthly retainer of €20,000 and 1,000,000 warrants to purchase shares of the Company’s common stock. This includes 250,000 warrants at a price of $0.65 per share vesting on signing, 250,000 warrants at an execution price of $1.30 per share vesting after 90 days, 250,000 warrants at a price of $2.00 per share vesting after 120 days and 250,000 warrants at a price of $2.75 per share vesting after 180 days. The warrants expire on June 30, 2012. 15. CHANGE IN MANAGEMENT On November 15, 2008, Mario Ayub resigned from his position as President and as a Director of the Company.  Mr. Ayubs resignation was not due to a disagreement with the Company. On November 15, 2008, the Companys Directors appointed Manuel Flores to the Board of Directors.  Mr. Flores was granted a stock option of 150,000 shares at a strike price of $0.30 per share vesting over an 18 month period.    Mr. Flores also receives a consulting fee of $1,000 per month from the Company.  No employment or service contract is in place to cover this payment. On November 15, 2008, the Companys Directors appointed Barry Quiroz as President of the Company to fill the vacancy created by Mario Ayubs resignation. 16. SUBSEQUENT EVENT On January 14, 2009 the Company received Notice of Acceleration of three outstanding Secured Convertible Debentures held by Paramount Gold and Silver Corp.  The Notice of Acceleration relates to the Secured Convertible Debenture granted by the Company to Paramount Gold and Silver Corp. in the principal amount of $500,000 dated May 9, 2008; the Secured Convertible Debenture granted by the Company to Paramount in the principal amount of $370,000 dated June 18, 2008; and the Secured Convertible Debenture granted by the Company to Paramount in the principal amount of $500,000 dated July 11, 2008 as amended by an Acknowledgment dated September 10, 2008 (collectively the Debentures).  The Debentures are  secured by a security agreement from the Company in favor of Paramount dated May 9, 2008  as amended by an Addendum dated June 18, 2008 and a security agreement from Sunburst de Mexico, in favor of Paramount dated June 18, 2008 (collectively, the Security Agreements).        20    MEXORO MINERALS LTD. (An Exploration Stage Company) Notes to Consolidated Financial Statements Nine Months Ended November 30, 2008 (Unaudited) (Expressed in U.S. Dollars) 16. SUBSEQUENT EVENT (CONTINUED) The notice of acceleration asserts that the Debentures are in default because the Company has failed to cure the defaults noted in a Notice of Default dated December 23, 2008 within the cure period set out in the Notice of Default, namely: 1. the failure to include the Conversion Shares issuable upon conversion of the Debentures, Warrant Shares issuable upon exercise of the Conversion Warrants and any other securities due to Paramount pursuant to the Debentures in a registration statement within 60 days of the issue date of each Debenture contrary to section 4.3 (h) of each of the Debentures; and  2. the failure to pay the entirety of the interest owed by you to Paramount in full on or before December 31, 2008.  The Notice of Acceleration is intended to serve as written notice to the Company that the entire unpaid principal balance of the Debentures, in the amount of $1,370,000, together with all accrued but unpaid interest thereon and all of Paramounts legal fees in connection with such defaults, which legal fees are currently in the amount of $ 3,000, is immediately due and payable in full. The Company believes that it is not in default under the terms of the Debentures, and as such, intends to vigorously defend against any legal action initiated against it by Paramount Gold and Silver Corp.     21    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS  CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS  Certain statements contained in this Form 10-Q constitute "forward-looking statements". These statements, identified by words such as plan, "anticipate", "believe", "estimate", "should", "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the SEC), particularly our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K.   Overview Mexoro Minerals Ltd. (Mexoro or the Company) is a start-up exploration stage company and has not yet generated or realized any revenues from exploration projects, which commenced on May 1, 2004. On September 9, 2008, we announced that we have retained the services of Haywood Securities Inc. of Toronto, Canada to sponsor the listing of our common shares on the TSX or TSX-V exchange. As of November 30, 2008, we had $4,820 in our bank account.  On November 23, 2008, we signed a letter of intent (LOI) with Minera Rio Tinto, a related party as a beneficial owner of over 10% of our common stock controls MRT, to provide us with immediate funding to initiate production at our Cieneguita property, to complete a feasibility study and to continue the exploration of our properties. The LOI calls for project funding of up to USD$9,000,000 to be spent over the next twenty-four month period. The major points of the agreement are as follows:  1. Minera Rio Tinto (MRT) and/or its investors will subscribe for up to USD$1 million of a convertible debenture convertible into units at $0.60 per unit pursuant to Regulation S.  Each unit consists of two common shares and one warrant. Each warrant is exercisable at $0.50 per share for a period of four years. The placement will be used for continued exploration of our properties and general working capital. The LOI contemplates that MRT would invest an initial $250,000 immediately and then $150,000 per month for five months.  2. MRT and Sunburst Mining de Mexico, our wholly owned subsidiary, will form a new Mexican joint venture company (MRT 75%/Sunburst 25%) for the purpose of putting the Cieneguita property into production. The terms of the agreement call for Sunburst to contribute its existing mining and milling equipment and for MRT to provide the necessary working capital, estimated to be $3,000,000, to begin and maintain mining operations. The agreement will limit the mining of the mineralized material for the new joint venture company to material that is available from surface to a depth of 15 meters.  3. MRT will spend up to USD$5 million to take the Cieneguita property through the feasibility stage. In doing so, MRT will earn a 55% interest in our rights to the property. After the expenditure of the $5 million, all costs will be shared on a 55% to MRT and 45% to Mexoro Minerals. If Mexoro elects not to pay its portion of costs after the $5 million have been spent, then Mexoros position shall revert to a 30% carried interest on the property.  4. MRT will be the operator of the project with Mexoro/Sunburst providing two of five board members to the joint venture companies and committees.  To date, MRT has contributed approximately $510,000 towards its $1 million commitment. It has also initiated steps to take the Cieneguita project to production having spent approximately $68,000 on drilling, sampling and metallurgical testing. MRT is also arranging for a three ton sample of material to be sent out to its milling facility located in Sinola, Mexico to determine grade recovery of the mineralized material.  Certain portions of the definitive agreement, when signed, will need the approval of Paramount Gold and Silver Corp.  No assurance can be given that Paramounts approval will be given.  On May 5, 2008, we signed a letter of intent (Paramount LOI) to enter into a strategic alliance with Paramount Gold and Silver Corp. (Paramount) to combine mining and exploration expertise, along with efficient use of personnel, drill rigs and current mining concessions to improve efficiencies and potentially reduce costs for both companies. We believed that the alignment of  22    interest between the two companies created synergy, especially as the two companies Guazapares projects are contiguous and create a large land position located in the state of Chihuahua, Mexico.  The Paramount LOI called for Paramount to invest a minimum of $4 million and maximum of $6 million into the Company, at a fixed price of $0.50 per unit by June 23, 2008. This date was extended until July 21, 2008 and then to August 5, 2008.  Paramount was unable to complete the minimum investment on August 5, 2008 and as such the strategic alliance with Paramount was terminated on August 6, 2008.  Prior to the termination, we issued three debentures to Paramount.  On May 9, 2008, we issued a secured convertible debenture (the Debenture) with a one-year term in the amount of $500,000. In connection with the issuance of the Debenture, we entered into a Security Agreement with Paramount that secures our assets until there has been full compliance with the terms of the Debenture.  Paramount may convert all or a portion of the principal amount of the Debenture into units consisting of one share of our common stock and half a warrant to purchase one share of our common stock. Subject to certain adjustments upon the occurrence of various capital reorganizations and other events, the units are convertible at $0.50 per unit for a total of up to 1,000,000 shares of common stock and up to 500,000 warrants at $0.75 to purchase shares of common stock (the Warrants). The Warrants have a term of four years from the date that Paramount converts the Debenture or the portion of the Debenture covering those warrants. A holder of the Warrants may exercise those Warrants at $0.75 (subject to adjustments upon the occurrence of certain events like stock splits).  On June 23, 2008, we signed an addendum to the strategic alliance granting Paramount an extension for the closing of the transaction until July 21, 2008. As such, Paramount invested an additional $70,000 on June 10, 2008 and $300,000 on June 23, 2008 into the Company under the same terms as the original secured convertible debenture. This debenture is convertible into 740,000 shares of our common stock and up to 370,000 warrants, which are exercisable into shares of our common stock at $0.75 per share.  On July 16, 2008, we received an additional payment from Paramount in the amount of $500,000 pursuant to the strategic alliance. This additional advance allowed Mexoro to continue its ongoing drill program on both the Cieneguita and Guazapares projects. The funds are advanced by way of a secured convertible debenture which bears interest at a rate of 8% per annum for a term of one year. Paramount has the option to convert the debt into units. Along with this additional advance, Mexoro agreed to extend the closing deadline of the strategic alliance transaction until August 5, 2008 with Paramount's continued commitment to fund Mexoro's operating expenses.  On August 6, 2008, the strategic alliance between Mexoro and Paramount was terminated, including Paramounts right of first refusal on financings. As a result of Paramount holding convertible debentures in the amount of $1,370,000 resulting from advances made to Mexoro Minerals to fund exploration, they agreed to defer interest payments on the advances until September 10, 2008.  The September 10, 2008 interest payment date has subsequently been extended again to November 10, 2008.  All interest payments were brought up to date by December 30, 2008 and we are now current with all of our interest payments to Paramount Gold and Silver Corp.  Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity. While we believe that we have raised sufficient funds in our recent offerings to allow us to continue in business until April 30, 2009, we may not be able to continue in business beyond that date unless we obtain additional capital. We have not generated any revenues to date. We are expecting some revenues from the 3,000 tonne bulk sample that is to be processed at MRTs facilities. The amount of revenue to be received from the test cannot be determined at this time. In fact, no assurance may be given that any revenue will be realized from the bulk sample test. Once MRT puts the Cieneguita property into production, anticipated to be in the  second quarter 2009, we expect the 25% interest to generate ongoing revenue for us. The timing and amount of revenue, at this time, cannot be determined and no assurance may be given that any revenue will be generated from the operations at Cieneguita.   For the 12-month period from December 2008 through November 2009, we need to raise additional capital to maintain operations. We will need a minimum of $1,484,000 for property payments, $1,370,000 to repay the convertible debenture to Paramount Gold and Silver Corp, and an additional $840,000 for general and administrative costs. This does not include any capital needed to pay our accounts payables and to execute our exploration programs as detailed below. The following table shows our contractual property payments that are due until December 2009:     23     NameDatePayment TypeUSDGuazapares Property1August 2008Property payment$110,000[this date has passed. update?]Sahuayacan PropertyOctober 2008 to July 2011Property payments$170,000[this date has passed. update?]Encino Gordo PropertyDecember 2008 to December 2009Property payment$200,000[this date has passed. update?]San Antonio (Guazapares)January 2009Property payment$50,000Sahuayacan Property (La Maravilla)January 2009Property payment$34,000Segundo Santo Nino (Sahuayacan)February 2009 and July 2009Property payment$50,000Cieneguita PropertyMay 2009Property payment$120,000San Francisco (Guazapares)June 2009Property payment$250,000Guazapares PropertyAugust 2009Property payment$500,000 1All Guazapares payments due by December 31, 2007 have been deferred, until in the opinion of the directors of Mexoro, Sunburst de Mexico and Mexoro have sufficient funds to make the payments. This includes deferred payments of $100,000 due in November 2005, $60,000 due in August 2006 and $140,000 due in August 2007.  Additionally, if our exploration during that time period is successful, we may need to raise additional capital to fund those exploration programs. At this time, we cannot assess with any accuracy our total capital needs to fund an expanded exploration program beyond our basic program.  We do not have any additional sources of additional capital to fund our operations  beyond April 30, 2009. We also believe that, other than the initial bulk sample test done by MRT, we will not generate any revenues that would allow us to continue operations. If we are unable to raise additional capital through debt or equity beyond April 30, 2009, it is most likely that we would need to cease operations and forfeit our properties as we would be unable to make the necessary property payments.   Plan of Operation Summary  Our business plan is to proceed with the exploration of our Mexican mineral properties to determine whether they contain commercially exploitable reserves of gold, silver or other metals. On November 23, 2008, we signed a letter of intent (LOI) with Minera Rio Tinto (MRT) to provide us with immediate funding to initiate production at our Cieneguita property, to complete a feasibility study and to continue the exploration of its properties. The LOI calls for project funding of up to USD$9,000,000 to be spent over the next twenty-four month period. To date MRT has contributed approximately $510,000 in working capital and has initiated production plans for the Cieneguita project. MRT is in the process of shipping a 3,000 tonne bulk sample to its mill in Sinola Mexico for processing to verify the metallurgical process need to process the mineralized material from the Cieneguita property.  On May 5, 2008, we entered into a strategic alliance with Paramount to invest between $4 million and $6 million in our company by July 21, 2008. Paramount forwarded an initial $500,000 on May 9, 2008, an additional $70,000 on June 10, 2008, $300,000 on June 23, 2008, and a final payment of $500,000 on July 16, 2008 for a total investment of $1,370,000 in the form of secured convertible debentures. The proceeds from these placements were primarily used to continue the drilling programs on our Cieneguita and Guazapares properties. As the Paramount strategic alliance was terminated, and in order to continue our exploration plans and fund general administrative expenses as a minimum, we will need to raise additional working capital to maintain basic operations. Along with the MRT joint venture, we plan to raise those funds through the sale of equity or debt. At this time, we do not have any sources to raise additional capital, and no assurance may be given that we will sign a definitive agreement with MRT. Additionally, we may not be able to find sources to raise additional capital. Failure to raise any additional capital would most likely require us to cease operations and abandon all of our exploration properties.  In the event that our exploration program finds exploration targets that warrant additional exploration work, including exploration by drilling, we will not have enough cash available to fund an expanded exploration program. If we decide to expand our exploration program, we would need to raise additional capital to meet these needs. We currently do not have any sources of additional capital available to us and we may not have any in the future. The failure to raise additional capital would severely curtail our ability to conduct any additional exploration work that might be warranted because of the results of our current exploration program.  24     We are not involved in any research and development on our exploration properties. We have no known reserves on the Cieneguita property. Our original strategy was to put the Cieneguita property into production, and as such we purchased approximately $250,000 worth of new and used mining equipment to be used for heap leach production. We contemplated putting the Cieneguita property into production during 2008 but recent positive exploration results from our drilling programs have changed that plan. Now, with the contemplated joint venture with MRT, we plan to use the equipment as part of the mining process in the joint venture agreement. Though the mining equipment will be contributed to the joint venture company (assuming it is finalized, but for which no assurance can be given) to be used in the mining process, at the end of the joint venture the mining equipment will revert back to us. If the joint venture agreement with MRT is not finalized then it is managements plan to try and sell the equipment that we have purchased. At this time, we have no estimates on what the equipment will be worth in the secondary market. If we are unable to sell it, we may lose all of our capital investment. No assurances can be given that we will be able to sell the equipment at a price to recover our original investment, or at all.  In the event that we do discover a mineral deposit on one of our properties, of which there is no guarantee, we would need to expend substantial amounts of capital to put any of our properties into production, if so warranted. The amount of such expenditures is indeterminable at this time as our exploration program has not advanced far enough to provide us with results to determine this information.  Such expenditures depend upon the size of the mineralized body, the grade of the mineralized and the type of mining that is required to extract any minerals that may be found. Regardless, we do not have enough capital available to us to make any such expenditure that would be required to put any mineral property into production, and we therefore would have to raise the additional capital or, if possible, enter into a joint venture for the production phase. If we were to form a joint venture, we cannot assess what our final position in the project would be. We do not have any sources of capital available to us at this time to fund such a project if one should be discovered.  We hired Barry Quiroz as our VP of Exploration on March 1, 2007. On November 15, 2008 we appointed Mr. Quiroz to the position of President to replace Mario Ayub who resigned. We also hired an office administrator for our office in Chihuahua. We hired one geologist in 2006, three geologists in 2007 and another geologist in February 2008 to work on our exploration programs. One of our geologists resigned in June 2008. We do not expect any significant change in additional contractors to conduct exploration over the next 12 months. Other than the President and our geologists, all of the employees we hire are contracted from third parties specializing in providing employees for Mexican companies. In using third party contractors, we minimize our exposure to Mexican employment law, and all liabilities are undertaken by the third party contractors providing the services. We pay a flat rate to the third parties for their services.  In the event that we should find a mineable reserve, it is managements intention to contract the mining and milling of any mineralized reserves out to third parties. We do not have any known reserves at this time.  Exploration Projects  Current Status To date the Sierra Madre gold exploration program has been focused on advancing current exploration projects to the next exploration stage. During most of 2008, exploration activities were concentrated in four projects: Sahuayacan, Guazapares, Encino Gordo and Cieneguita. However, exploration activities during the quarter ended November 30, 2008 were focused exclusively on the Cieneguita project. The figure below shows the location of the different projects.    25    [mxomnov30q3v7clean001.jpg] This figure is illustrating the location of the Mexoros project and the major Au-Ag deposits within the Sierra Madre Gold-Silver Belt  To date most of the data gathered during our field campaigns and drilling programs is completely compiled and is being evaluated. The next exploration stages for all four projects have been already planned. Cieneguita During the quarter ended November 30, 2008, Mexoro Minerals concentrated its exploration activities only in the Cieneguita project, where a drilling program has been completed, and aimed to obtain a technical report that is compliant with Canadian National Instrument 43-101 estimating the mineralized material by early 2009.  The main activities in the Cieneguita project are set forth below:  · 100 diamond drillholes completed for a total of 20,215 meters of drilling · Broad mineralized intercepts including 111.5 meters with 1.24 g/t Au, 99.6 g/t Ag, 0.45% Pb and 0.73% Zn (C-21) and 94 meters with 1.21 g/t Au, 79.8 g/t Ag, 0.78% Pb and 1.2% Zn (CI-30) · Mineralization at Cieneguita has been traced over 900 meters along strike and still remains open to the southwest and to depth · Exploration ongoing; infill drilling program has been designed to expand the size of the mineralized material  Cieneguita is a new gold‐silver and polymetallic discovery made in 2008 by our exploration team. The project consisting of three concessions totaling 822 hectares is located in Chihuahua State, Mexico. The area has well developed infrastructure being located 20 km to the north of Gold Corps El Sauzal mine. Mexoro holds a 100% interest subject to a royalty of USD$20 per ounce of gold sold from the property up to a maximum payment of USD$2 million.  We have conducted a series of exploration programs at Cieneguita since March 2007. Our exploration work to date includes 100 diamond core drillholes totaling 20,215 meters of drilling. The Drilling exploration program commenced in December 2007 with one drill rig and a second rig was added in July 2008. Due to our financial constraints, one of the drill rigs was taken away in October 2008 and drilling continued with one rig until December 19, 2008.  Mexoro has received analysis results for only 54 holes (CI-01 to CI-54).  A complete listing of the drill logs are published in the  26    Form 10Q for the period ended August 31, 2008.  The assay results from holes CI-55 to CI-100 are still pending; however, most of the holes returned the same broad mineralized intercepts similar to previously announce results.  No assurance may be given, though, that these new holes will have the same values as previously analyzed holes.  Two different styles of mineralization have been identified: precious (gold‐silver) and base (lead‐zinc-silver) metal mineralization, with higher gold‐silver grades starting on surface and high‐grade lead‐zinc-silver mineralization intercepted at depth and to the west of the Cieneguita deposit. We interpret the Cieneguita deposit as a diatreme breccia body where disseminated oxide and sulphide mineralization is mainly hosted by quartz‐sericite altered diatreme breccias and lapilli tuffs.  The mineralized body is shaped like a funnel which has been flattened laterally, measuring over 900 meters by 300 meters as defined by the drill results. Mexoro has completed a cross section‐based geological model and has calculated inferred mineralized material of 15.249 million tons with 2.62 g/t Au equivalent. Mineralization intersected in CI‐34 (46 meters with 4.68 grams per ton gold, 87.67 grams per ton silver, 0.24% lead and 0.22% zinc) and CI‐29 (51 meters with 0.5 grams per ton gold, 55.03 grams per ton silver, 0.34% lead and 0.46% zinc), both collared in the western portion of Cieneguita suggests that mineralization still remains open to west, southwest and to depth in the western part of the Cieneguita deposit.  No assurance may be given, though, that additional mineralized material will be found in these areas.  [mxomnov30q3v7clean003.gif] This figure is showing the geological units and distribution of the 100 drillholes. Because of the favorable mapping-sampling and drilling results in Cieneguita, we initiated a brownfield exploration program aimed at locating additional mineralization within our properties. The exploration process around the main mineralization zone at Cieneguita has identified two new areas of mineralization 500 meters to south of the current known reserves. These two areas known as Piedras Blancas and Piedra Amarilla are exhibiting the same size, characteristics, and intensity of alteration-mineralization on surface as encountered at Cieneguita. No assurance, though, may be given that any positive exploration results will come from these similarities.  Detailing mapping and sampling is currently underway. Our exploration at the Piedras Blancas area has consisted of a 1:1,000 scale geologic mapping, rock chip samples and vein geochemical sampling.  A figure exhibiting main geological and mineralization features on the Piedras Blancas and Piedra Amarilla areas is shown below.   27    [mxomnov30q3v7clean005.gif]  There are no known reserves on the Cieneguita property. Guazapares A 19 drillhole program has been completed on the Guazapares project totalling 2,670 meters. The most recent drilling results are from 16 completed holes drilled at the San Francisco Este, San Francisco Centro and El Cantilito concessions, three of the main targets identified in the project. All drill holes in the San Francisco Centro and El Cantilito concessions intersected intervals of gold and silver mineralization.  San Francisco Este Target The San Francisco Este target is characterized by mineralized veins/breccias, quartz veins stockworked zones. The mineralized and altered zone on this target trends predominantly northwest. Drillholes GU-04 to GU-07 and GU-17 to GU-18 were designed to test the silver (± gold) mineralization identified on surface. GU-04 intersected 9.55 meters with 2.17 g/t Au Eq from surface down to 10 meters depth. Drillhole GU-08 encountered a mineralized interval of 5.20 meters with 1.68 g/t Au Eq. These intervals complement previous results for the surface sampling where we reported silver values from trace to 2,160 g/t Ag. Drillholes GU-05, GU-06 and GU-07 reported only gold and silver anomalies and did not intersect economic mineralization.  28    San Francisco Centro Target The San Francisco Centro target is characterized by quartz veins, veins/breccias and quartz veins stockworked areas exhibiting multiple pulses of hydrothermal activity. Mineralization in San Francisco Este tends to cluster in mineralized-shoots developed primarily in the intersection of main structures. Drillholes GU-08 to GU-13 were planned to test the east-west mineralized structure identified during the mapping and sampling process in the central part of the concessions. All drillholes intersected mineralization from surface down to 100 meters depth. Drillhole GU-10 intersected 13.75 meters with 2.75 g/t AU Eq. and 22.98 meters with 2.80 g/t Au Eq. from 8.15 meters down to 85 meters depth. Drillhole GU-13 intercepted 9.0 meters with 3.63 g/t Au Eq. and 4.50 meters with 1.56 g/t Au Eq. El Cantilito Target El Cantilito is a mineralized zone produced mainly along northeast vein-structures where mineralization tends to cluster in mineralized-shoots and mineralized stock works developed in structural jogs and/mineralized intersection of main structures. Drillholes GU-14 to GU-16 and GU-19 were designed to test the outcropping mineralized structures. Drillholes GU-15 and GU-16 were collared in the west margin of the known limit of the mineralized structure and it appears to have opened up the exploration further west along El Cantilito structures. Drillhole GU-15 was stopped at 168 meters depth still in mineralization intersected 17.06 meters with 1.26 g/t Au Eq. including 1.30 meters with 6.10 g/t Au Eq. Drillhole GU-16 intercepted 18.92 meters with 4.33 g/t Au Eq. including 7.74 meters with 9.10 g/t Au Eq. Highlights of the mineralized drill intercepts are presented below:  · Drillhole GU-01 intersected 3.87 meters with 2.072 g/t Au and 22.66 g/t Ag; Including 1.00 meters with 4.83 g/t Au · Drillhole GU-02 intersected 1.35 meters with 2.54 g/t Au · Drillhole GU-03 intersected 1.50 meters with 3.17 g/t Au and 42.6 g/t Au · Drillhole GU-04 intersected 9.55 meters grading 2.17 g/t Au Eq; including 2.12 meters with 4.78 g/t Au Eq. · Drillhole GU-05 to GU-07 did not intersect economical mineralization · Drillhole GU-08 intersected 5.68 meters with 1.68 g/t Au Eq. · Drillhole GU-10 intersected 13.75 meters with 2.75 g/t Au Eq. & 22.98 meters with 2.8o g/t Au Eq; including 4.60 meters at 5.75 g/t Au Eq and 2.30 meters with 9.71 g/t Au Eq. · Drillhole GU-11 intersected 17.89 meters with 2.58 g/t Au Eq; including 4.91 meters with 4.72 g/t Au Eq. · Drillhole GU-12 did not intersect economical mineralization · Drillhole GU-13 intersected 9 meters with 3.63 g/t Au Eq and 4.50 meters with 1.56 g/t Au Eq; including 2.75 meters with 7.93 g/t Au Eq. · Drillhole GU-14 intersected 19.86 meters with 1.29 g/t Au Eq; including 2.12 meters with 2.06 g/t Au Eq and 2.89 meters with 3.44 g/t Au Eq. · Drillhole GU-15 intersected 17.06 meters with 1.26 g/t Au Eq; including 1.30 meters with 6.10 g/t Au Eq. · Drillhole GU-16 intersected 18.92 meters with 4.33 g/t Au Eq; including 7.74 meters with 9.10 g/t Au Eq. · Drillhole GU-17 and GU-18 did not intersect economical mineralization · Drillhole GU-19 did not intersect economical mineralization.  The following is a map of the drillhole locations:   29    [mxomnov30q3v7clean007.gif]  In May 2008 we moved a drill rig onto the Guazapares property to commence the second round of drilling. A 6,000 meter diamond drilling program commenced in June 2008. The drill program tested alteration and mineralization targets, as well as additional areas identified during a drill campaign completed in December 2007.  A total of 12 additional holes were drilled.  The three main target areas include San Antonio, San Francisco, and El Cantilito. The Drilling was to initially test alteration and mineralization centers located along these structural trends. The high priority target is where San Antonio, San Francisco, and El Cantilito mineralized structures intersect each other in the central part of the project area (drill holes GU-20, GU-22 and GU-23 are located within that target). Continuation along strike and at depth of the Antonio, San Francisco, and El Cantilito, mineralized structures are anticipated to be tested with this second stage diamond drilling program. Drilling consisted of twelve 150-200 meter drill holes, with deeper drilling reserved for areas that show the best results. The results of the remaining 9 holes are pending.  In addition, targets Montana de Oro and Blanquita, which were identified during recent detailed mapping and geochemical sampling program at 1:1,000 scale, are anticipated to be also tested during this drill program.  There are no known reserves on the Guazapares property.  Encino Gordo During fiscal 2007, the Company carried out a detailed and property scale mapping and sampling program outlining numerous gold, silver and gold-copper coincident geochemical anomalies. Phase 1 of the exploration program was undertaken in an effort to define the style and characteristics of the mineralization areas indicated by the geochemical anomalies. Within this stage  30    several gold and sulphide mineralization areas including pyrite and chalcopyrite have been identified within an over 500 meters stockwork area and fault-veins structure.  All information and field evidence gathered during the mapping and sampling process suggest the presence of porphyry style alteration and mineralization characterized by the presence of concentric alteration patterns (potassic alteration grading outward to quartz-sericite and propylitic alteration), coincident Cu, Au and Mo geochemical anomalies and a multiple-event of veining. No assurance can be given, though, that we will find such a deposit, if at all.  Phase II of the exploration program aimed to detail and characterize all identified alteration and mineralization areas and define and prioritize drilling sites is underway and is expected to be completed by the second quarter of 2009. In addition, a stream sediment sampling program is being undertaken to fully evaluate all the concessions.  There are no known reserves on the Encino Gordo property.  Sahuayacan Mexoro has completed a diamond drilling program of 13 holes comprising 2,027 meters. Nine of the 13 holes were directed to test the Santo Niño vein, two drillholes were collared on the La Cumbre target and two more were drilled on the south of the property to test the Santa Teresa target. Of the 13 drillholes, only three have intersected economically attractive mineralization. The mineralized intercepts are as follows:  · Drillhole SDH-01collared on the Santo Niño vein intersected 7.50 meters with 2.56 g/t Au (from 65.00 to 72.50 meters) and 8.0 meters with 2.98 g/t Au (from 96.50 to 104.5 meters).  · Drillhole SDH-05collared on La Cumbre target intersected intense altered zone dominated by abundant limonites, exhibiting 4.5 meters with 1.77 g/t Au from 0 to 4.5 meters in depth.  · Drillhole SDH-12drilled to test the Santa Teresa vein has intersected a high grade mineralized zone, from 74.50 to 82.00 for a total of 7.5 meters with 56.01 g/t Au and 283.22 g/t Ag.  A detailed report with the most recent drilling results has been completed. All data and field information collected is being evaluated and a second phase exploration and drilling campaign is being planned on selected targets. A second phase drilling program is anticipated to be aimed to define the potential volume and grade of the mineralized system at Sahuayacan, primarily focusing on the Santa Teresa and La Cumbre targets which may represent a mineralization system developed along a caldera margin. Additional targets have been identified along the circular feature that seems to control the emplacement of alteration and mineralization zones on the Sahuayacan project.  There are no known reserves on the Sahuayacan property.  Proposed 2009 Program: Exploration Projects  Potential and Next Exploration Stage Over the next twelve month, the Company intends to explore its four projects (Cieneguita, Guazapares, Sahuayacan and Encino Gordo) to determine whether there are economically attractive concentrations of gold and gold-silver mineralization. The company does not intend to hire any additional employees or to make any purchase of equipment over the next twelve months, as it intends to rely upon current personnel for the exploration work being conducted.  1. Advance all projects to the next exploration stage. 2. Exploring and try to increment the known mineralization at the Cieneguita advanced project. 3. Design, implement and manage a strong new targets generation and identification of advanced projects program aimed to expand our portfolio.     The following exploration program has been planned for each of the projects:  Cieneguita  The recent exploration activities in Cieneguita have shown that additional exploration is warranted. Our President has made the following determinations to date: · Infill drilling displays continuity of mineralization and overall grades.  31    · Mineralization extends 900 meters along strike, is up to 300 meters wide and is open to the southwest and to depth.  [mxomnov30q3v7clean009.gif] Figure is showing main mineralization zones on the Cieneguita project. Areas in red are exhibiting mineralization areas where grades is >1.5 g/t Au The known mineralized material on the Cieneguita property combined with the assay results from drilling and the new areas found 500 meters away from Cieneguita are providing the possibility to increase the size of the mineralized material. Considering the latest results and findings the proposed work program for Cieneguita will include:  · Completing the infill drilling program by doing an additional 10,000 meters of drilling to expand inferred resources; · Conducting metallurgical tests; · Initiating a pre-feasibility study; · Completing detailed mapping and sampling and locating drilling targets of the new areas identified within our property 500 meters away from Cieneguita; and · Commencing exploration drilling program at the Piedras Blancas project.   The proposed exploration budget for the Cieneguita project for 2009 is $1,128,047. This budget does not include any money to be spent by MRT in the event a joint venture agreement is finalized with them. The break down of the expenditures is as follows:   Geochemistry$130,050Geophysics$0Safety$3,000Land Costs$0Contractors$894,760Travel and Vehicles$37,820Field Support$4,500Communications$4,200Subtotal$1,074,330Contingency(5%)$53,717Total$1,128,047   There are no known reserves on the Cieneguita property.    32    Sahuayacan  Surface mapping and drilling results are suggesting that the high gold values tend to cluster at certain areas along the Santo Niño and the Santa Teresa vein structures with intervening areas of low gold grades. A more disseminated structure seems to be present at the La Cumbre area. We believe that the cluster of high gold values indicate the development of ore shoots within the extensive Sahuayacan system as evidenced by the intercepts from the SDH-1 in the Santo Niño vein and the SDH-12 along the Santa Teresa vein.  We believe that all evidence suggests that the mineralization is controlled by a circular feature that may represent a caldera margin running from the Santa Teresa target up to north to the La Cumbre target. This evidence opens up the potential to further extend the mineralization found at Santa Teresa and La Cumbre targets further north.  The figure below shows the different geological elements encountered in the Sahuayacan system and also exhibits the relationship between the Santo Niño, La Cumbre and Santa Teresa target areas.  [mxomnov30q3v7clean011.gif] The next exploration stage will include mapping and sampling along the circular feature trying to define additional mineralization areas and drilling targets. The proposed exploration program will include:  · Mapping and sampling at 1:1,000 scale along the La Cumbre-Santa Teresa trend; · Obtaining ASTER image analysis to identify additional alteration-mineralization areas along the semi-circular feature within the entire concession; · Identifying drilling targets on the La Cumbre and Santa Teresa areas; and · Commencing a 4,000 to 6,000 meters exploration drilling program aimed to define the potential of the project.   The total exploration budget for Sahuayacan for 2009 is $849,686.  The breakdown of the budget is as follows:  Geochemistry$165,000Geophysics$0Safety$2,000Land Costs$0Contractors$599,450Travel and Vehicles$34,725Field Support$3,850Communications$4,200Subtotal$809,225Contingency(5%)$40,461Total$849,686  There are no known reserves on the Sahuayacan properties.  33     Guazapares  The mineralization systems encountered in the Guazapares project are essentially of two types: a silver-dominated system at San Francisco Este, San Francisco Centro, and El Cantilito which exhibits localized areas of high-grade gold mineralization; whereas at San Antonio the system is dominated by gold mineralization. We believe that the surface mapping and drilling results suggest that the high-grade mineralization tends to cluster at certain areas along the mineralized veins with intervening areas of low-grade mineralization. The cluster of high-grade mineralization suggests the development of ore-shoots as evidenced by the intercepts from drillholes GU-04 and from GU-08 to GU-16. Diamond drilling of the Guazapares Project encountered mineralization in most of the drillholes. The highest grades occurred within vein-breccias, quartz veins and quartz stockworked veins exhibiting multiple pulses of hydrothermal activity.  Analysis of the mineralization and alteration assemblages, structural setting and geochemistry of the project area indicates that the high gold values are spatially associated to a rhyolite-dacite dome and tend to cluster in two main mineralization styles:  · Ore-shoots developed along the extensive San Antonio vein system. · Large and structurally controlled breccia bodies or structural zones developed in the intersections of mainly NW and NE trending faults and structures.  The ore-shoots still remain open in all directions highlighting the potential for high grade gold mineralization beneath covered areas on project area.  No assurance may be given, though, that any mineralization of any type will be found.  The next exploration stage will include completing the mapping and sampling for entire concessions forming the Guazapares group. A drilling exploration program will be run in parallel with the mapping-sampling process aimed at exploring newly identified altered and mineralized areas and extending the mineralized trends and ore-shoots remaining with open potential in Guazapares.  The present drilling results are providing the evidence for the potential of several areas in the Guazapares project. The proposed drilling program for the upcoming year will mainly focus on the most attractive areas as follows:   · (1) Drilling results on the San Francisco Este target are opening the potential to explore further northwest along the same structure. · (2) Drillholes GU-12 and GU-13, which suggest the development of high-grade ore-shoots along the structures inflections and have opened up the exploration potential to the west and northwest. · (3) Drilling results at El Cantilito (GU-16), which have opened up the exploration potential to the west of the system which is a covered terrain. The drillhole GU-15 is also opening up potential to the west along the El Cantilito mineralized system and, since GU-15 was stopped in mineralization at 169 meters depth, the exploration potential is still open at depth. · (4) All mineralized system and targets, which suggest the potential to explore where all system intersects each other creating the right setting to develop attractive mineralization zones.    34    [mxomnov30q3v7clean013.gif] Figure  showing all attractive areas identified during the last mapping-sampling and drilling program. The proposed 2009 drilling program will be focused in the areas denominated as 1, 2, 3 and 4.     The total exploration budget for 2009 is $1,242,255.  The expenditures are broken down as follows:  Geochemistry$132,600Geophysics$0Safety$3,000Land Costs$0Contractors$995,040Travel and Vehicles$42,260Field Support$6,000Communications$4,200Subtotal$1,183,100Contingency(5%)$59,155Total$1,242,255  There are no known reserves on the Guazapares properties.   Encino Gordo  The geology at Encino Gordo project area is dominated by flows and tuff of andesitic to dacitic composition intruded by small plugs of porphyritic intrusions varying in composition from diorite to quartz-diorite. Small and localized areas exhibiting dacite porphyries are also common. The volcanic sequence which may be part of the Lower Volcanic Series (LVS) of the Sierra Madre Occidental Volcanic Complex (SMOVC) host most of the mineralization in the Encino Gordo area and in the whole Moris district host to Palmarejo deposit and the Guazapares gold hydrothermal system. The alteration and mineralization at the Encino Gordo project is mainly characterized by two different styles:  La Junta area. Most of the alteration and mineralization in this area is associated with andesitic rocks intruded by composite stock (diorite and quartz-diorite) and dacite porphyries. The alteration at La Junta is characterized by propylitic alteration  35    (chlorite-calcite-pyrite) exhibiting small and localized areas with incipient K-silicate alteration, where K-feldspar is mainly replacing groundmass in the intrusion phases.  Mineralization is occurring at La Junta in different styles, including: stockwork, fault-veins, sheeted veins, dissemination and breccias. However, main mineralization consists of an approximately 500 meter wide stockwork fault-vein zone developed in a dilatant jog flower structure.  In this mineralized area, multiple cross-cutting vein types are present including:  · Pyrite-only veins · Quartz-only veins · Quartz + pyrite veins · Quartz + chalcopyrite veins · Quartz + pyrite + chalcopyrite veins · Calcite veins · Quartz + galena veins · Chlorite + calcite veins   [mxomnov30q3v7clean014.jpg] Figure is illustrating coincident Cu and Au geochemical anomalies in La Junta area which are spatially associated to a potassic alteration core resembling the classical geochemical-alteration signature of the porphyry systems. Supergene alteration is represented by an argillic alteration pervasive event developed by the oxidation and alteration of the primary sulfide zone observed at La Junta area. Limonites developed within this supergene event are dominated by goethite (± hematite  jarosite).  The alteration assemblages, the style of mineralization, the content and type of sulfide mineralization suggest that La Junta area might be a mesothermal to near-mesothermal system, resembling a porphyry-style alteration-mineralization.   Potential exists in this area to find a porphyry-style system and a similar gold mineralization. The proposed exploration program for the upcoming year will be focused on trying to asses the potential of the identified targets, including:  · The porphyry-style mineralization in La Junta area · Anomaly N and La Elyka areas   The total 2009 exploration budget for Encino Gordo is $739,232.  The exploration expenditures are as follows:  Geochemistry$84,030  36     Geophysics$84,000Safety$2,000Land Costs$0Contractors$507,100Travel and Vehicles$17,100Field Support$6,650Communications$3,150Subtotal$704,030Contingency(5%)$35,202Total$739,232  There are no known reserves on the Encino Gordo properties.   New Properties-Target Generation and Growth Strategy A fundamental component of our strategy is to advance all of our properties to the drilling stage and implement a strong generative and property acquisition program through a well established financial process and a proper funding consistency.  The proposed generative program contemplates four main directions:  1. A new targets generation program that may create a pipeline of quality properties providing a steady stream of new prospect and/or projects for the Company to explore, farm-out and/or joint venture. 2. A property acquisition program aimed to identify and acquire at low cost (whenever possible) early- to mid-stage properties on selected locations along the main gold-silver belts in Mexico. 3. A Focus on small- to medium-size gold-silver deposits (minimum deposits containing 500,000 ounces of Au Eq.) 4. The new targets generation and property acquisition program may be initially focused on the Sierra Madre belt and Central Mexico. It may be extended further south in Mexico and other countries if conditions and projects potential warranted.  The proposed exploration program is to be undertaken by the Mexoros exploration team using in-house knowledge in combination for support and guidance of high-quality consultant with expertise in the region. The new targets generation program is aimed to feed our project pipeline two at drilling stage and/or near drilling stage projects per year.  Phase I - Target Generation  Objectives  · Identify two to four target areas (approximately 20 x 30 kilometers) which have potential to host small- to medium-size gold and/or gold-silver deposits. · Identify one or two specific opportunities with close to drill ready targets. For example, identify old workings or existing mines with good upside potential. · Time frame: six months.  Key Steps and Exploration Tools  After initial evaluations of potential gold and gold-silver deposits it has become evident that the acquisition and evaluation of more detailed geological maps and geochemistry with field follow-up is critically important in identifying new areas of mining potential. Careful and selective use of such data may be the most immediate and cost-effective way to focus exploration efforts toward prospective gold-silver areas.  Key steps may include mainly the following activities, among other considerations:  · Acquiring geological maps 1:250,000 and 1:50,000 (from Servicio Geologico Mexicano); · Generating geological and mineral occurrences base maps; · Identifying key host rocks; · Completing structural interpretation from known geology, TM imagery, and geophysical data (if available); · Integrating mineral occurrences, alteration, lithology and structures; · Completing initial targeting using the above compilation; and · Selecting and prioritizing targets.  37     The proposed new target generation budget for 2009 is $438,690.  The breakdown of the budget expenditures is as follows:  Geochemistry$24,000Geophysics$0Landsat Imagery$30,000GIS & Database$40,000Safety$1,500Land Costs$170,000Contractors$99,300Travel & Accommodation$24,000Vehicles$15,500Field Support$7,500Communications$6,000Subtotal$417,800Contingency(5%)$20,890Total$438,690  38    Results of Operations  Three and nine months ended November 30, 2008 compared to the three and nine months ended November 30, 2007.  In this discussion of the Companys results of operations and financial condition, amounts, other than per-share amounts, have been rounded to the nearest thousand dollars.  Revenues  The Company did not earn revenues during the three or nine months ended November 30, 2008 or 2007 because we did not have commercial production on any of our properties. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties, if ever. We are presently in the exploration stage of our business. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties or, if such resources are discovered, that we will enter into commercial production of our mineral properties.  Operating Costs  We did not incur any operating costs during the three or nine months ended November 30, 2008 or 2007 due to the fact that we did not achieve production from exploration activities during either year.  Expenses  Our expenses decreased to $2,025,000 and $6,050,000 for the three and nine months ended November 30, 2008 compared to $2,454,000 and $6,653,000 for the three and nine months ended November 30, 2007, respectively. The decrease is primarily attributable to lower administrative costs, lower stock-based compensation and an absence of any acquisition costs offset by higher mineral exploration costs.  General and administrative cash expenses increased to $588,000 in the three month ended November 30, 2008 compared to $530,000 in the three months ended November 30, 2007. The increase during the current three month period is attributable to higher management fees. The expenses decreased to $1,520,000 for the nine months ended November 30, 2008 compared to $1,822,000 for the nine months ended November 30, 2007. This was entirely due to lower investor relation expenses, consulting fees and advertising expenses off set by higher accounting and legal fees in the current nine month period.  Management and consultant fees increased to $181,000 in the three months ended November 30, 2008 and increased to $328,000 in the nine months ended November 30, 2008 from $141,000 and $390,000 in the three and nine months ended November 30, 2007, respectively. The decrease in the nine-month period was attributable to lower expenses for an investor relations contract that ended in April 2008, lower management fees paid to the chief executive officer due to his resignation in April 2008 and certain management fees in Mexico being charged to exploration expenses. The Company spent only $275,000 in the nine months ended November 30, 2008 compared to $802,000 in the nine months ended November 30, 2007 on investor relations activities.  Stock-based compensation expense decreased to $236,000 and $576,000 in the three and nine months ended November 30, 2008, respectively, from $631,000 and $2,304,000 in the three and nine months ended November 30, 2007. The amount for the nine-month period in 2008 had $472,000 of stock-based compensation expense relating to options granted to officers, directors and consultants and $103,000 of stock-based compensation relating to warrants. The amount for the corresponding period in 2007 relates to warrants issued and stock options granted to management and key personnel for $1,479,000 and $825,000, respectively.  Accounting and legal fees decreased to $96,000 in the three months ended November 30, 2008 and increased to $318,000 in the nine months ended November 30, 2008 compared to $106,000 and $128,000 in the three and nine months ended November 30, 2008, respectively. The increase was primarily attributable to higher legal costs and the cost of regulatory filings.  Mineral exploration in the three and nine months ended November 30, 2008 increased to $1,200,000 and $3,955,000 compared to $714,000 and $1,947,000 for the three and nine months ended November 30, 2007 as the Company continues to advance its mineral exploration program.         39    Loss  Our net loss decreased to $2,293,000 and $6,531,000 for the three and nine months ended November 30, 2008 compared to $2,490,000 and $6,689,000 for the three and nine months ended November 30, 2007, respectively.  This change in our loss was primarily attributable to lower stock-based compensation offset by higher interest expense recognized in 2008 relating to beneficial conversion feature and the fair value of warrants for the warrants issued to Paramount.  The net losses in both 2008 and 2007 were comprised of items not requiring an outlay of cash. In the nine months ended November 30, 2008, the non-cash component of stock-based compensation was $576,000. In the nine months ended November 30, 2007, the non-cash component of stock-based compensation was $2,304,000. We anticipate that we will continue to incur a loss until such time as we can commence the development stage of our operations and achieve significant revenues from sales of gold recovered from our Mexican mineral properties, if ever. There is no assurance that we will commence the development stage of our operations at any of our Mexican mineral properties or achieve revenues.   Liquidity and Capital Resources Since inception, we have undergone two unsuccessful business combinations, which have caused us to incur significant liabilities and have resulted in the accumulation of a substantial deficit during the exploration stage.  As of November 30, 2008, we had total assets of $730,000, total liabilities of $5,052,000 and a deficit of $40,359,000 accumulated during the exploration stage.  Cash and Working Capital  We had cash and cash equivalents of $4,820 as of November 30, 2008, compared to cash of $1,352 at August 31, 2008 and $859,000 at November 30, 2007. We had working capital deficiency of $4,633,000 as of November 30, 2008, compared to a working capital deficiency of $4,421,000 as of August 31, 2008 and $735,000 as of November 30, 2007.  We will require additional financing during the current fiscal year according to our planned exploration activities. We plan to spend approximately $4,400,000 from December 2008 to November 2009 to carry out exploration and administration activities on our Mexican mineral properties. We also anticipate spending approximately $840,000 during the next 12 months on general and administrative costs.  We will need to raise additional working capital to maintain basic operations. We plan to raise those funds through the sale of equity or debt. Other than our letter of intent signed with MRT, at  this time we do not have any sources to raise additional capital for the Company and no assurance may be given that we will be able to find sources to raise additional capital. Failure to raise any additional capital would most likely require us to cease operations and abandon all of our exploration properties.  The amount of working capital could be adversely affected further in the event claims are made against us alleging that certain shares we previously issued pursuant to Form S-8 registration statements constituted an illegal public offering because the company was a shell company at the time and, as a result, was not eligible to use Form S-8 for registration of shares under the Securities Act of 1933. In August and October of 2005, the Company issued shares of common stock to an officer of the Company, as compensation for consulting services. The two share issuances were for a combined total of 30,000 shares and each of the share issuances was made pursuant to a registration statement on Form S-8 under the Securities Act of 1933.  Although the Company believes these shares were properly issued, a claim could be made that issuance of the shares constituted an illegal public offering because the Company was a shell company at the time. Shell companies  [i.e. companies which have no or nominal operations and either (i) no or nominal assets; (ii) assets consisting solely of cash and cash equivalents; or (iii) assets consisting of any amount of cash and cash equivalents and nominal other assets] are not eligible to use Form S-8 for registration under the Securities Act of 1933. If either of these transactions did violate federal securities laws, subsequent purchasers of the shares may have claims against us for damages or for rescission of their purchase transaction and recovery of the full subscription price paid, together with interest. As of the date of this quarterly report, no one has made or threatened any claim against us alleging violation of the federal securities laws. In the event such claims were successfully asserted, there is no assurance that we would have sufficient funds available to pay and it is likely that we would be required to use funds currently designated as working capital for that purpose. That would substantially reduce the amount of working capital available for other purposes and, in that event, we could be forced to cease or discontinue certain operations and to liquidate certain assets to pay our liabilities, including, but not limited to, rescission claims.        40    Cash Used in Operating Activities  Cash used in operating activities increased to $2,944,000 for the nine months ended November 30, 2008 compared to $2,780,000 for the nine months ended November 30, 2007. The cash used in operating activities was primarily for exploration costs and general and administrative expenses.  Cash Used in Investing Activities  The Company used cash of $13,000 for purchase of equipment for the nine months ended November 30, 2008 compared to cash used of $44,000 for purchase of equipment for the nine months ended November 30, 2007.  Financing Activities  Cash provided by financing activities decreased to $3,023,000 for the nine months ended November 30, 2008 compared to $3,677,000 for the nine months ended November 30, 2007. Almost all of the cash provided by financing activities was from issuing of convertible debentures and notes payables. Cash provided by financing activities was used to fund our operating and investing activities.  We anticipate continuing to rely on equity sales of our common stock or issuance of debt in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders.  In January 2006, the Company began issuing convertible debentures, with principal and accrued interest at 7% per year, convertible into units at the option of the holder. Each unit consists of a warrant to purchase 25,000 of the Companys shares of common stock at $1.00 per share and $25,000 of debt, which may be converted to shares of common stock at $0.50 per share and was exercisable until April 30, 2008. As of February 28, 2006, the Company had issued convertible debentures in the amount of $652,000. In addition, the warrants are redeemable by the Company, at $0.01 per share, in the event the Companys common stock closes with a bid price, on average, over $3.00 per share for a consecutive 20-day period and settled on a physical basis. 2,043,100 of these warrants expired on April 30, 2008.  During the nine months ended November 30, 2008, the Company issued a total of $1,370,000 convertible debentures to Paramount. The convertible debentures with principal and accrued interest at 8% per year are convertible into 2,740,000 units at a price of $0.75 per unit at the discretion of Paramount.  Each unit shall be comprised of one common share plus one-half common share purchase warrant. One full warrant is exercisable immediately at a price of $0.75 for four years.  Going Concern  Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern depends upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.  The Company has a history of operating losses and will need to raise additional capital to fund its planned operations. As at November 30, 2008, the Company had working capital deficiency of $4,633,000 (November 30, 2007  working capital deficiency of $735,000) and an accumulated deficit during the exploration stage of $40,359,000 (November 30, 2007 - $32,420,000). These conditions raise substantial doubt about the Companys ability to continue as a going concern.  There is no assurance that our operations will be profitable. The Company has conducted private placements of convertible debt and common stock, which have generated funds to satisfy all of the initial cash requirements of its planned Mexican mining ventures. Our continued existence and plans for future growth depend on our ability to obtain the additional capital necessary to operate either through the generation of revenue or the issuance of additional debt or equity.   Off-Balance Sheet Arrangements  We currently do not have any off-balance sheet arrangements which have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our investors.      41    Item 3. Quantitative and Qualitative Disclosure About Market Risk As we did not have to disclose quantitative and qualitative information about our market risk as of and for our last fiscal year, this item is not applicable to us at this time. Item 4 and Item 4(T) Controls and Procedures Evaluation of Disclosure Controls and Procedures  The term disclosure controls and procedures is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act). This term refers to the controls and procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files under the Exchange Act is recorded, processed, summarized, and reported within the required time periods.  Our acting principal executive officer and acting principal accounting officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as required by Rule 13a-15 of the Exchange Act. Based on their evaluation of our disclosure controls and procedures, our acting principal executive officer and acting principal accounting officer concluded that our disclosure controls and procedures are effective in ensuring that information required to be disclosed by us in the 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s rules and forms and in timely alerting the acting principal executive officer and acting principal accounting officer to material information required to be included in our periodic reports filed or furnished with the SEC.  Managements Report on Internal Control over Financial Reporting.  Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles.  Our management, including our former president, acting principal executive officer and acting principal accounting officer, Mario Ayub, conducted an evaluation of the effectiveness of our internal control over financial reporting using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control  Integrated Framework. Based on its evaluation, our management concluded that our internal control over financial reporting was effective as of February 29, 2008.  Changes in Internal Control over Financial Reporting  No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.  PART II - OTHER INFORMATION  Other than disclosed herein, all other sections in Part II are inapplicable to the Company.  ITEM 1. LEGAL PROCEEDINGS   Other than as disclosed herein, neither Mexoro nor its properties are the subject of any pending legal proceedings and no such proceeding is known to be contemplated by any governmental authority. We are not aware of any legal proceedings in which any director, officer or affiliate of Mexoro, any owner of record or beneficially of more than 5% of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder of Mexoro, is a party adverse to Mexoro or any of its subsidiaries or has a material interest adverse to Mexoro or any of its subsidiaries.  In November 2007, the British Columbia Securities Commission (BCSC) placed a cease trade order (CTO) on the Company in the Province of British Columbia, Canada affecting residents of British Columbia. This CTO was rescinded on February 20, 2008 as the Company filed the required documents in British Columbia. On February 20, 2008, the BCSC issued a second CTO requiring the Company to file a technical report in British Columbia on its Mexican properties. This CTO was rescinded on August 21, 2008 as the Company filed the required documents in British Columbia.  In February 2007, Mexoro obtained a temporary restraining order in a civil action against Mr. Argang Schariat. The civil action for temporary restraining order was made before the Tribunal of Vevey, Switzerland.  We believe that Mr. Schariat is refusing to abide by the Swiss Court ruling and we are taking the necessary steps to enforce our rights by filing a criminal complaint against Mr. Schariat.  The hearing for this criminal complaint against Mr. Schariat is scheduled for February 2009.  42     On January 14, 2009 the Company received Notice of Acceleration of three outstanding Secured Convertible Debentures held by Paramount Gold and Silver Corp.  The Notice of Acceleration relates to the Secured Convertible Debenture granted by the Company to Paramount Gold and Silver Corp. in the principal amount of $500,000 dated May 9, 2008; the Secured Convertible Debenture granted by the Company to Paramount in the principal amount of $370,000 dated June 18, 2008; and the Secured Convertible Debenture granted by the Company to Paramount in the principal amount of $500,000 dated July 11, 2008 as amended by an Acknowledgment dated September 10, 2008 (collectively the Debentures).  The Debentures are  secured by a security agreement from the Company in favor of Paramount dated May 9, 2008  as amended by an Addendum dated June 18, 2008 and a security agreement from Sunburst de Mexico, in favor of Paramount dated June 18, 2008 (collectively, the Security Agreements).  The notice of acceleration asserts that the Debentures are in default because the Company has failed to cure the defaults noted in a Notice of Default dated December 23, 2008 within the cure period set out in the Notice of Default, namely:  1. the failure to include the Conversion Shares issuable upon conversion of the Debentures, Warrant Shares issuable upon exercise of the Conversion Warrants and any other securities due to Paramount pursuant to the Debentures in a registration statement within 60 days of the issue date of each Debenture contrary to section 4.3 (h) of each of the Debentures; and  2. the failure to pay the entirety of the interest owed by you to Paramount in full on or before December 31, 2008.  The Notice of Acceleration is intended to serve as written notice to the Company that the entire unpaid principal balance of the Debentures, in the amount of $1,370,000, together with all accrued but unpaid interest thereon and all of Paramounts legal fees in connection with such defaults, which legal fees are currently in the amount of $ 3,000, is immediately due and payable in full. The Company believes that it is not in default under the terms of the Debentures, and as such, intends to vigorously defend against any legal action initiated against it by Paramount Gold and Silver Corp.  ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS  Name# of Shares# of Warrants Issued **DatedPrice per ShareAmount USD$NotesConsuelo Munoz Terrazas375,000187,50009/17/2008$0.40$150,000(1) (9)Alvaro Madero Munoz25,00012,50009/17/2008$0.40$10,000(1) (9)Cecilia Madero Munoz25,00012,50009/17/2008$0.40$10,000(1) (9)Haywood Securities-100,00009/22/2008-Warrants issued(4) (9)Genesis Gold Ltd.671,028335,51409/25/2008$0.50Stock issued for debt(2) (9)North Mining Investment Corp. (a) *1,000,000500,00009/25/2008$0.50Stock issued for debt(3) (9)Haywood Securities107,000-09/26/2008$0.40Stock issued for services(4) (9)74305 Alberta Ltd.9,8864,94310/15/2008$0.50$4,943.00(5) (9)Barry Quiroz *100,000-10/27/2008$0.20$20,000(6) (9)Vastani Company (b)415,000-10/27/2008$0.37Stock issued for services(7) (9)Juan Miranda *50,000-11/25/2008$0.205$10,250(8) (9)  * Affiliate of the Company. ** Each warrant entitles the holder to purchase one share of common stock.  (a) Mario Ayub is the control person of this entity. (b) Jan Malkus is the control person of this entity.  (1) On September 17, 2008, the Company issued 212,500 units (consisting of two common shares of the Company and one Series A warrant, exercisable at $0.75 to purchase one share) to Consuelo Munoz Terrazas (375K), Alvaro Madero Munoz (25K) & Cecilia Madero Munoz (25K) for cash of $170,000. The warrants have a term of four years.   43    (2) On September 25, 2008, the Company issued 335,514 units (consisting of two common shares of the Company and one Series A warrant, exercisable at $0.75 to purchase one share) to Genesis Gold Ltd. in exchange for debt owed of $335,514 in promissory notes. The warrants have a term of four years.  (3) On September 25, 2008, the Company issued 500,000 units (consisting of two common shares of the Company and one Series A warrant, exercisable at $0.75 to purchase one share) to North Mining Investment Corporation in exchange for debt owed of $500,000 (MXN 5,064,629) in promissory notes. The warrants have a term of four years.  (4) On September 22, 2008, the Company issued 100,000 brokers warrants to Haywood Securities in relation to listing on TSX or TSX-V Exchange in Canada. The warrants are exercisable at $0.43 per share. On September 26, 2008 the Company issued 107,000 shares to Haywood Securities in lieu of a payment for retainer fees of $50,000. (5) On October 15, 2008, the Company issued 4,943 units (consisting of two common shares of the Company and one Series A warrant, exercisable at $0.75 to purchase one share) to 74305 Alberta Ltd. for cash of $4,943. The warrants have a term of four years.  (6) On October 27, 2008, the Company issued 100,000 shares to Barry Quiroz as bonus for 500K ounce gold discovery on its Cieneguita property.  (7) On October 27, 2008, the Company issued 415,000 shares to Vastani Company in exchange for investor relation services of $151,866.  (8) On November 25, 2008, the Company issued 50,000 shares to Juan Miranda as bonus for 500K ounce gold discovery on its Cieneguita property.  (9) These issuances were made in private placement transactions and were made to non-U.S. persons (as defined under Rule 902 section (k)(2)(i) of Regulation S), pursuant to an offshore transaction, and no directed selling efforts were made in the United States by us, a distributor, any respective affiliates, or any person acting on behalf of any of the foregoing. The investors were not inside the United States at the time the offer was made to them nor at the time the buy order was placed. These investors are not (1) residents of the U.S., (2) partnerships or corporations organized or incorporated under the laws of the U.S., (3) the estate of which any executor or administrator is a U.S. person, (4) a trust of which any trustee is a U.S. person, (5) an agency or branch of a foreign entity located in the U.S., (6) a non-discretionary account held for the benefit of a U.S. person, or (7) a corporation formed by a U.S. person for the purpose of investing in unregistered securities. The investors were purchasing for their own accounts and acknowledged that the securities were not registered under the Securities Act and cannot be sold unless they are registered or unless an exemption from registration is available. The sales were made without any advertising or public solicitation.  No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, business associates of our company or executive officers of our company, and transfer was restricted by our company in accordance with the requirements of the Securities Act of 1933. In addition to representations by the above-referenced persons, we have made independent determinations that all of the above-referenced persons were accredited or sophisticated investors, and that they were capable of analyzing the merits and risks of their investment, and that they understood the speculative nature of their investment. Furthermore, all of the above-referenced persons were provided with access to our Securities and Exchange Commission filings.  Except as expressly set forth above, the individuals and entities to whom we issued securities as indicated in this section of the registration statement are unaffiliated with us.  ITEM 3. DEFAULTS UPON SENIOR SECURITY  As discussed above in Item 1, Legal Proceedings, Paramount Gold and Silver alleges that we have defaulted upon a series of debentures issued from May to August 2008 totaling $1,370,000.  Paramount Gold and Silver alleges that these defaults arise from a failure to make interest payments in a timely manner and a failure to register securities into which the debentures are convertible in a timely manner.  We disagree with Paramount Gold and Silvers assessment and do not consider ourselves in default of the debentures.          44    ITEM 6. EXHIBITS  The following exhibits are filed in reference:  Exhibit
NumberDescription31.1Certification of Chief Executive Officer and Chief Financial Officer of Mexoro Minerals Ltd. pursuant to Rule 13a-14(a)/15d-14(a).*32.1Certification of Chief Executive Officer and Chief Financial Officer of Mexoro Minerals Ltd. pursuant to 18 U.S.C. Section 1350.*  *filed herewith  45    SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  Mexoro Mineral Ltd.  /S/ Barry Quiroz Name:  Barry Quiroz Title:  President of the Company Date:  January 20, 2009  46