10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

T ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

£ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ____

Commission file number              0-27355

CIGMA METALS CORPORATION

(Exact Name of registrant as specified in its charter)

Florida	98-0203244
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
c.Velazquez 150, Madrid, Spain	E-28002
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code	(+34) 60 900 1424

Securities registered under Section 12(b) of the Exchange Act:

None

Securities registered under Section 12 (g) of the Exchange Act:

Common stock, par value $0.001 per share	Pink Sheets
Title of each class	Name of each exchange on which registered

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

£ Yes     T No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

£ Yes     T No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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.

T Yes     £ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

T Yes     £ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

£ Yes     T No

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

Large accelerated filer:  £	Accelerated Filer:  £
Non-accelerated filer:  £ (Do not check if a smaller reporting company)	Smaller reporting company:  T

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

£ Yes     T No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

$15,086,000 as of June 30, 2008

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 53,500,000 shares of Common Stock were outstanding as of February 17, 2010.

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PART I

BUSINESS

This annual report contains statements that plan for or anticipate the future and are not historical facts. In this Report these forward looking statements are generally identified by words such as “anticipate,” “plan,” “believe,” “expect,” “estimate,” and the like. Because forward-looking statements involve future risks and uncertainties, these are factors that could cause actual results to differ materially from the estimated results. These risks and uncertainties are detailed in Item 1. “Description of Business,” Item 2. “Description of Properties,” Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” Item 8. “Financial Statements” and Item 13. “Certain Relationships and Related Transactions and Director Independence”.

The Private Securities Litigation Reform Act of 1995, which provides a “safe harbor” for such statements, may not apply to this report.

Item 1. Description of Business

Business Development

We were incorporated under the laws of the State of Florida on January 13, 1989 as "Cigma Ventures Corporation". On April 17, 1999 we changed our name to “Cigma Metals Corporation” and are in the business of location, acquisition, exploration and, if warranted, development of mineral properties.  Through our Russian subsidiary, we are engaged in the exploration of gold and silver mining properties located in the Russian Federation and the Republic of Kazakhstan, and have not yet determined whether our properties contain mineral reserves that may be economically recoverable.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities.  Our continued operations and the recoverability of mineral property costs is dependent upon the existence of economically recoverable mineral reserves, confirmation of our interest in the underlying properties, our ability to obtain necessary financing to complete the development and upon future profitable production.

Since 1999 we have acquired and disposed of a number of properties. We have not been successful in any of our exploration efforts to establish reserves on any of the properties that we owned or in which we have or have had an interest.

We currently have interest in three (3) properties none of which contain any reserves. Please refer to “Description of Properties.” We have no revenues, have sustained losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. We will not generate revenues even if any of our exploration programs indicate that a mineral deposit may exist on our properties. Accordingly, we will be dependent on future financings in order to maintain our operations and continue our exploration activities.

We have not been involved in any bankruptcy, receivership or similar proceedings.

Our Principal Products and Their Markets

We are a junior mineral exploration company. Our strategy is to concentrate our investigations into: (i) existing operations where an infrastructure already exists; (ii) properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) grass-roots exploration opportunities.

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We are currently concentrating our property exploration activities in the Russian Federation and the Republic of Kazakhstan.

Our properties are in the exploration stage only and are without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines.  There is no assurance that our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our operations will be, in part, directly related to the cost and success of our exploration programs, which may be affected by a number of factors. Please refer to “Item 1A. Risks Factors”

Significant Developments in fiscal 2008 and Subsequent Events

For the year ended December 31, 2008 we recorded exploration expenses of $2,941,613 compared to $1,412,265 in fiscal 2007. The following is a breakdown of the exploration expenses by property: Republic of Kazakhstan $2,941,613 (2007 - $1,412,265) and Russian Federation $0 (2007 - $0).

In January 2007, the Company entered in an agreement with Eureka Mining PLC, a company registered in the United Kingdom, to acquire an ownership interest in the Dostyk Limited Liability Partnership, (the “Partnership” or "Dostyk"). The Partnership holds the exploration rights to explore 14,000 square kilometers in the Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan for precious and base metals.

Under the terms of the agreement with Eureka Mining PLC, the Company acquired a 51% interest in the Partnership by paying US $300,000 (paid January 25, 2007) into the charter capital of the Partnership. The acquisition is accounted for using purchase accounting. As a result of the purchase, the Company acquired control of Dostyk and consolidated the financial results of Dostyk including consideration of a non-controlling interest. In June 2007, the Company increased its ownership in the Partnership from 51% to 71% by contributing a further US $700,000 (paid June 13, 2007) to the Partnership’s charter capital. On September 14, 2007, the Company increased its ownership interest in the Partnership from 71% to 90% by contributing a further US $1,000,000 to the Partnership’s charter capital. In February 2008 the Company increased its ownership in the Partnership from 90% to 100% by paying US $400,000 (paid February 13, 2008) to the owners of the Partnership.

The Company’s results of operations include Dostyk’s results of operations since the date of acquisition. Pro forma results for the pre-consolidation period are not presented as they are not materially different from the Company’s historical consolidated financial statements.

As of December 31, 2007, the Company held a 90% interest in Dostyk. The aggregate cost of the acquisition through September 30, 2007 was $2,000,000. The following represents a summary of the assets acquired and the liabilities assumed during the year. Assets and liabilities at the dates of acquisition have been translated from Dostyk’s functional currency, the Kazakhstan Tenge (“Tenge”). The average effective exchange rate used was US$ 0.008462 to 1 Tenge.

Cash	$	1,040,115
Prepaids and other assets		39,540
Mineral properties		2,676,096
Equipment		119,341
Accounts payable and accrued expenses		(46,806	)
Long-term debt		(1,168,818	)
Minority interest		(659,468	)
Purchase price paid in 2007	$	2,000,000

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During the three month period ended March 31, 2008, the Company acquired an additional 10% interest in Dostyk for a purchase price of US$400,000. At that date, the balance of non-controlling interest was in excess of the purchase price by $166,499. This amount was credited against the capitalized balance in mineral properties. As of that date, the Company owned 100% of Dostyk.

The 2008 acquisition of the remaining 10% interest in Dostyk was accounted for using the purchase method. The aggregate allocation of purchase price to mineral properties was $2,509,597.

During January 2010, subject to shareholder approval, the Company agreed to sell its ownership interest in its Kazakhstan subsidiary to a third party for $1,500,000 and other consideration.  The total value of the potential consideration to be received has not been determined.  The only significant asset owned by the subsidiary is the mineral exploration license described in these financial statements.  Management continues to believe that the value of the mineral property owned by the subsidiary has not been impaired, however an agreement for the sale of the subsidiary for less than its carrying value of $2,509,597 as of January 2010, would be an indication of impairment and result in the Company recording a loss on the sale.

Distribution Methods of Our Products and Services

We are a mineral exploration company and are not in the business of distributing any products or services.

Status of Any Publicly Announced New Product or Service

We have no plans for new products or services that we do not already offer.

Competitive Business Conditions and Our Competitive Position in the Industry and Methods of Competition

Vast areas of Kazakhstan have been explored and in some cases staked through mineral exploration programs.  Vast areas also remain unexplored.  The cost of staking and re-staking new mineral claims and the costs of most phase one exploration programs are relatively modest.  Additionally, in many more prospective areas, extensive literature is readily available with respect to previous exploration activities.  These facts make it possible for a junior mineral exploration company such as ours to be very competitive with other similar companies. In effect, we are also competitive with senior companies who are doing grass roots exploration. In the event our exploration activities uncover prospective mineral showings, we anticipate being able to attract the interest of better financed industry partners to assist on a joint venture basis in more extensive exploration. We are at a competitive disadvantage compared to established mineral exploration companies when it comes to being able to complete extensive exploration programs on claims which we hold or may hold in the future.  If we are unable to raise capital to pay for extensive claim exploration, we will be required to enter into joint ventures with industry partners which will result in our interest in our claims being substantially diluted.  Currently, we do not have sufficient funds for further exploration.

As long as management of our company remains committed to building a portfolio of mineral exploration properties principally through their own efforts, we will be able to continue operating on modest cash reserves for an extended period of time. We are one small company in a large competitive industry with many other junior exploration companies who are evaluating and re-evaluating prospective mineral properties in Kazakhstan.

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Sources and Availability of Raw Materials and the Names of Principal Suppliers

As a mineral exploration company, we do not require sources of raw materials and do not have principal suppliers in the way which applies to manufacturing companies.  Our raw materials are, in effect, mineral exploration properties which we may stake or acquire from third parties. Our management team seeks to assemble a portfolio of quality mineral exploration properties in Brazil.  Initially, we will operate in the field with our president, Technical director and various consultants on an as needed basis.  This will enable us to assemble a portfolio of properties through grass roots exploration and staking.  We will also acquire new properties through option agreements where new properties can be acquired on favorable terms.

Dependence on One or a Few Major Customers

We are in the business of mining exploration.  We are not selling any product or service and therefore have no dependence on one or a few major customers.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, Including Duration

Our Company does not own any patents or trademarks.  We are not party to any labor agreements or contracts.  Licenses, franchises, concessions and royalty agreements are not part of our business.

Need for any government approval of principal products or services

As a mineral exploration company, we are not in a business which requires extensive government approvals for principal products or services.

In the event mining claims which we acquire in the future prove to host viable ore bodies, we would likely sell or lease the deposit to a company whose business is the extraction and treatment of ore.  This company would undertake the sale of metals or concentrates and pay us a net smelter royalty as specified in a future lease agreement.  All responsibility for government approvals pertaining to mining methods, environmental impacts and reclamation would be the responsibility of this contractor.  All costs to obtain the necessary government approvals would be factored into technical and viability studies in advance of a decision being made to proceed with development of an ore body.

The mining industry in the Republic of Kazakhstan and the Russian Federation is highly regulated. Our president and Technical director have extensive industry experience and are familiar with government regulations respecting the initial acquisition and early exploration of mining claims in the Republic of Kazakhstan and the Russian Federation.  The Company is required under law to meet government standards relating to the protection of land and waterways, safe work practices and road construction.  We are unaware of any proposed or probable government regulations which would have a negative impact on the mining industry in The Republic of Kazakhstan and the Russian Federation. We propose to adhere strictly to the regulatory framework which governs mining operations in the Republic of Kazakhstan and the Russian Federation.

Effect of existing or probable governmental regulations on our business.

Management is unaware of any existing or probable government regulations which would have a positive or negative impact on our company's business.

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Costs and effects of compliance with environmental laws (federal, state and local)

At the present time, our costs of compliance with environmental laws are minimal.  In the event that claims which we may acquire in the future host a viable ore body, the costs and affects of compliance with environmental laws will be incorporated in the exploration plan for these claims.  These exploration plans will be prepared by qualified mining engineers.

Number of total employees and number of full time employees

As of December 31, 2008 there were five part time employees.

Item 1A. Risk Factors

We are an exploration stage company and have incurred substantial losses since inception.

We have never earned any revenues. In addition, we have incurred net losses of $9,032,327 for the period from our inception (January 13, 1989) through December 31, 2008 and, based upon our current plan of operation, we expect that we will incur losses for the foreseeable future.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such companies. We are subject to all of the risks inherent to an exploration stage business enterprise, such as limited capital mineralized materials, lack of manpower, and possible cost overruns associated with our exploration programs. Potential investors must also weigh the likelihood of success in light of any problems, complications, and delays that may be encountered with the exploration of our properties.

Because we are small and do not have much capital, we must limit our exploration activity. As such we may not be able to complete an exploration program that is as thorough as we would like. In that event, an existing ore body may go undiscovered. Without an ore body, we cannot generate revenues and you will lose your investment.

Because we do not have any revenues, we expect to incur operating losses for the foreseeable future.

Our independent auditors have added an explanatory paragraph to their audit opinion issued in connection with the consolidated financial statements for the years ended December 31, 2008 and 2007 relative to our ability to continue as a going concern. Our ability to obtain additional funding will determine our ability to continue as a going concern. Our consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

We have never generated revenues and we have never been profitable. Prior to completing exploration on our mineral properties, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. If we are unable to generate financing to continue the exploration of our properties, we will fail and you will lose your entire investment.

None of the properties in which we have an interest or the right to earn an interest have any known reserves.

We currently have an interest or the right to earn an interest in three properties, none of which have any reserves. Based on our exploration activities through the date of this Form 10-K, we do not have sufficient information upon which to assess the ultimate success of our exploration efforts.  If we do not establish reserves we may be required to curtail or suspend our operations, in which case the market value of our common stock may decline and you may lose all or a portion of your investment. We have only completed the initial stages of exploration of our properties, and thus have no way to evaluate whether we will be able to operate our business successfully. To date, we have been involved primarily in organizational activities, acquiring interests in properties and in conducting preliminary exploration of properties. We have not earned any revenues and have not achieved profitability as of the date of this Form 10-K.

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We are subject to all the risks inherent to mineral exploration, which may have an adverse affect on our business operations.

Potential investors should be aware of the difficulties normally encountered by mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration and additional costs and expenses that may exceed current estimates. If we are unsuccessful in addressing these risks, our business will likely fail and you will lose your entire investment.

We are subject to the numerous risks and hazards inherent to the mining industry and resource exploration including, without limitation, the following:

· interruptions caused by adverse weather conditions;

· unforeseen  limited  sources of  supplies  resulting in  shortages  of materials, equipment  and availability of experienced  manpower.

The prices and availability of such equipment, facilities, supplies and manpower may change and have an adverse effect on our operations, causing us to suspend operations or cease our activities completely.

It is possible that our title for the properties in which we have an interest will be challenged by third parties.

We have not obtained title insurance for our properties.  It is possible that the title to the properties in which we have our interest will be challenged or impugned. If such claims are successful, we may lose our interest in such properties.

Our failure to compete with our competitors in mineral exploration for financing, acquiring mining claims, and for qualified managerial and technical employees will cause our business operations to slow down or be suspended.

Our competition includes large established mineral exploration companies with substantial capabilities and with greater financial and technical mineralized materials than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We may also compete with other mineral exploration companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration programs may be slowed down or suspended.

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Compliance with environmental regulations applicable to our operations may adversely affect our capital liquidity.

All phases of our operations in the Republic of Kazakhstan and the Russian Federation, where our properties are located, will be subject to environmental regulations.  Environmental legislation in the Republic of Kazakhstan and the Russian Federation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees. It is possible that future changes in environmental regulation will adversely affect our operations as compliance will be more burdensome and costly.

Because we have not allocated any money for reclamation of any of our mining claims, we may be subject to fines if the mining claims are not restored to its original condition upon termination of our activities.

Our executive officers devote and will continue to devote only a limited amount of time to our business activities.

Mr. Agustin Gomez de Segura, our president and chief executive officer is engaged in other business activities and devotes only a limited amount of his time (approximately 50%) to our business.  As we expand our activities, a need for full time management may arise.  In such an event, should Mr. Gomez de Segura be unwilling to dedicate more of his time to our business or if we fail to hire additional personnel, our business and results of operations would suffer a material adverse effect.

Our directors may face conflicts of interest in connection with our participation in certain ventures because they are directors of other mineral mineralized material companies.

Messrs. Gomez de Segura and Mueller, who serve as directors, may also be directors of other companies (including mineralized material exploration companies) and, if those other companies participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms respecting the extent of such participation.  It is possible that due to our directors’ conflicting interests, we may be precluded from participating in certain projects that we might otherwise have participated in, or we may obtain less favourable terms on certain projects than we might have obtained if our directors were not also directors of other participating mineral mineralized materials companies.  In an effort to balance their conflicting interests, our directors may approve terms equally favourable to all of their companies as opposed to negotiating terms more favourable to us but adverse to their other companies.  Additionally, it is possible that we may not be afforded certain opportunities to participate in particular projects because those projects are assigned to our directors’ other companies for which the directors may deem the projects to have a greater benefit.

Our future performance is dependent on our ability to retain key personnel, loss of which would adversely affect our success and growth.

Our performance is substantially dependent on performance of our senior management.  In particular, our success depends on the continued efforts of Mr. Gomez de Segura. The loss of his services could have a material adverse effect on our business, results of operations and financial condition as our potential future revenues would most likely dramatically decline and our costs of operations would rise.  We do not have employment agreements in place with any of our officers or our key employees, nor do we have key person insurance covering our employees.

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The value and transferability of our shares may be adversely impacted by the limited trading market for our shares.

There is only a limited trading market for our common stock on the Pink Sheets. This may make it more difficult for you to sell your stock if you so desire.

Our common stock is a penny stock and because "penny stock” rules will apply, you may find it difficult to sell the shares of our common stock.

Our common stock is a “penny stock” as that term is defined under Rule 3a51-1 of the Securities Exchange Act of 1934. Generally, a "penny stock" is a common stock that is not listed on a national securities exchange and trades for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the Securities and Exchange Commission. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser, and obtain the purchaser's written agreement to the purchase. Consequently, the rule may affect the ability of broker-dealers to sell our securities and also may affect the ability of purchasers of our stock to sell their shares in the secondary market.  It may also cause fewer broker dealers to make a market in our stock.

Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there is less trading activity in penny stock and you are likely to have difficulty selling your shares.

In addition to the "penny stock" rules promulgated by the Securities and Exchange Commission, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Future sales of shares by us may reduce the value of our stock.

If required, we will seek to raise additional capital through the sale of our common stock.  Future sales of shares by us could cause the market price of our common stock to decline and may result in further dilution of the value of the shares owned by our stockholders.

Item 1B. Unresolved Staff Comments

Not Applicable.

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Item 2. Description of Properties

Office Premises

We conduct our activities from our principal and technical office located at 18, 80 Furmanova Str, Almaty, Republic of Kazakhstan. We believe that these offices are adequate for our purposes.  We do not own any real property or significant assets. Management believes that this space will meet our needs for the next 12 months.

Mining Properties

Our properties are in the preliminary exploration stage and do not contain any known bodies of ore.

We conduct exploration activities from our principal and technical office located at 18, 80 Furmanova Str, Almaty, Republic of Kazakhstan. The telephone number is (+7) 327-2611 026.  We believe that these offices are adequate for our purposes and operations.

Our strategy is to concentrate our efforts on: (i) existing operations where an infrastructure already exists; (ii) properties presently being developed and/or in advanced stages of exploration which have potential for additional discoveries; and (iii) grass-roots exploration opportunities.

We are currently concentrating our property exploration activities in the Republic of Kazakhstan and the Russian Federation.

Our properties are in the exploration stage only and are without a known body of mineral reserves. Development of the properties will follow only if satisfactory exploration results are obtained. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing mines.  There is no assurance that our mineral exploration and development activities will result in any discoveries of commercially viable bodies of mineralization. The long-term profitability of our operations will be, in part, directly related to the cost and success of our exploration programs, which may be affected by a number of factors. Please refer to “Item 1A. Risk Factors.”

We currently have an interest in three (3) projects, two located in the Tomask Oblast region in the Russian Federation and one located in the Republic of Kazakhstan.  We have conducted only preliminary exploration activities to date and may discontinue such activities and dispose of the properties if further exploration work is not warranted.

Properties

Russian Federation

Haldeevskaya License

The Haldeevskaya exploration license covers an area of 576 km2 and is located approximately 16 kilometres NE from Tomsk via paved highway. Excellent infrastructure is currently in place, including, maintained tarmac access roads, high tension power lines at 500 kilowatts per line, gravel vehicular access roads over the project area with close-spaced, 100 metre, cut lines over the target areas. The area is also close to the railheads in Tomsk, with links to the Trans Siberian Railway, and all infrastructures associated with a regional centre.

Geology of Haldeevskaya area is represented by the mid Devonian volcanogenic-sedimentary sediments of the Mitrofan suite, terrigenous (“black shale”) sediments of the Jurginsk, Pachinsk, Salamat suites of upper Devonian, and the Yarsk, Lagernosadsk stratus of the lower Carboniferous age.  The rock formations are deformed into the linear folds with the north-north-eastern strike and they are cut by the series of longitudinal, lateral and diagonal fractures of different type and order.  The area is located at the front zone of the Tomsk thrust above the granitoid intrusions that are inferred by geophysics. Dolerite and Monzonite dikes intrude Paleozoic rocks forming the series of dike zones with a north-western trend with an echelon-like arrangement of some dikes and their groups.  Mineralization is focussed into areas associated with the thrusting. Towards the end of 19th and first half of the 20th centuries the region was one of the most prolific gold mining spots in Russia. The coarse gold was panned from the Tom river and the numerous drainage systems around the city of Tomsk. In late 1980 Geosphera made its first gold discoveries in hard rock.  As a result of the  geochemical and geophysical surveys a series of 6 highly prospective gold soil anomalies have been outlined   Of the 6 large anomalies the area currently considered the most perspective are the Semiluzhenskoye, Verkhnekamensk and Sukhorechenskoye prospects.  The Verkhnekamensk anomaly is located in the eastern part of the Haldeiskaja license on the tectonic contact between the clay shales and volcanics. As a result of the litho-geochemical, geological and geophysical studies, conducted by Cigma, two mineralized zones of east-west strike have been outlined and plotted at 1:20,000. These zones were traced across the area for 3 kilometres with widths ranging from 250 to 700 meters. Within these zones 3 anomalies were found and appear prospective for gold mineralization. The first diamond drilling program has outlined vast areas of hydrothermal alteration, preliminary mineralogical investigations have discovered free gold in drill core from the upper part of the mineralization zone.

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Tugojakovsk License

The Tugojakovsk exploration license covers an area of 164 km2 and is located 25 kilometres SE from the regional centre of Tomsk via paved highway. An excellent infrastructure is in place including excellent sealed roads, close access to railheads and the infrastructure associated with the regional centre of Tomsk.

The geology of Tugojakovsk area is represented by the sedimentary rock formations of Carboniferous age composed of carbonaceous shales, siltstones and sandstones united under the common term "black shale". The rocks are deformed into linear folds and cut by the series of longitudinal, lateral and diagonal faults. The dolerite and monzonite dikes intrude Palaeozoic rocks forming a series of dike zones controlling quartz stock works with gold mineralization.

The Baturinsk occurrence, located within the Tugojakovsk license is composed of a series silicified shear zones (mylonite zones) consisting of numerous, locally intense, small quartz veinlets carrying gold. The surrounding geological units are composed of mineralised carbonaceous shales.

Republic of Kazakhstan

The Company through its 100% subsidiary Dostyk LLP holds high potential Maykubinsk exploration and mining license located in Pavlodar Oblast Region in Kazakhstan. The Dostyk property covers and area of 14,000 square kilometres, in northern Kazakhstan in a region which has been producing gold and base metals for decades including Zinc, Copper, Nickel, Lead and Gold in various geological environments.  Geologically the area comprises granites, granodiorite and monzonite with associated continental volcanogenic formations, island arc formations and mafic and felsic intrusives.  Currently, over 130 known mineral occurrences occur on the property, and the Company has selected 5 targets as the focus of the 2008 exploration campaign.  The area has a well-developed infrastructure including a network of railways and power lines that service the needs of the entire country and parts of the Urals in neighbouring Russia.

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The region’s economy of Central Kazakhstan is predicated on mining, power generation and agriculture. Mining consists of giant coal mining at Karaganda, Ekibastuz and Maikube, mining of polymetallic, gold-rich volcanogenic massive sulphide deposits at Abyz, Maikain, Alpys and Souvenir. Roads and trails criss-cross the region to serve the agriculture and mining areas. Numerous high-tension power lines radiate out of several power generation stations in Ekibastuz to serve Kazakhstan and for power export to Russia.

Regional Geology and mineralization

Central Kazakhstan geological structure is represented by strong folded and dislocated Cambrian-Ordovician submarine volcanic and sedimentary rocks, covered by Silurian-Devonian sediments and Devonian felsitic volcanic suites with a whole series of stocks, dikes and sills of various ages. Late Paleozoic rocks are represented by Carboniferous and Jurassic marine and continental suites.

Mineral deposits are related in time and space to the various lithologies:

- Gold-rich volcanogenic massive sulphide (VMS) deposits associated with Ordovician submarine volcanic rocks.

- Porphyry gold-copper deposits associated with altered sub-volcanic dioritic intrusives presumable of Ordovician age.

- Epithermal gold deposits associated with quartz veins and quartz-sulphide stockworks in Ordovician, Devonian and Permian intrusives of diorite to granite composition.

- Lead-zinc mineralization associated with Silurian-Devonian siltstone and carbonate beds.

- Coal deposits associated with Carboniferous marine and deltaic sedimentary rocks.

- Titanium and zirconium-rich sands in Late Carboniferous beach sands.

- Bauxite and nickel laterite deposits formed from modern weathering of Paleozoic limestones and Cambrian ultramafic rocks.

License and Contract commitments

License #785 of Central Kazakhstan area dated January 8, 1996 and Subsoil Contract # 759, dated Oct 11, 2001 belongs to Dostyk Ltd. Contract is valid until Jan 8, 2021. Exploration period expires on Dec 31, 2009. Dostyk has currently submitted to Kazakh Government an application for exploration extension till Dec 2011. The area of contract territory is at the present 2,774 sq km. The contract territory will be returned to the State by December 2011 except areas, which Dostyk would claim as commercial discoveries i.e. those prospects on which Kazakh style resources of C1-C2 categories would be proved.

Exploration Works 2008

After reviewing historical data and first drilling results, the exploration works in 2008 were focused mainly on following prospects: Beskauga, Berezki East, Quartzite Gorka, Ushtogan and Anino-Nikolaevo.

13

March 2008 Quarter

Works completed on each prospect in quarter March 2008
Prospect	Drill holes		Meters drilled		Sample processing		Assays				Geological mapping		USD
							FA, Au		ICP, Cu,Mo		km2
Berezki East		4		1,398		1,340		1,340		5,360		0		310,207
TOTAL		4		1,398		1,340		1,340		5,360		0		310,207

Berezki East Gold-Copper Prospect

Primary Geology & Infrastructure

Berezki East is a part of a large-scale K-OZEK gold-copper-porphyry system with total area of 15km2.

The K-OZEK area is composed by strongly hydrothermaly altered volcanic and intrusive formations with numerous geochemical gold-copper anomalies. The gold-copper mineralisation is associated with pyrite and chalcopyrite within wide-spread zones of chlorite-epidotic alteration.

Dostyk project is located in the North Eastern region of Kazakhstan near the Russian and Chinese border. Infrastructure is just perfect with roads and railways crossing the license area. The region has been mined for gold, base metals, nickel, coal and others. Power lines with voltage up to 1,150 kW cross the project area.

Berezki East is located 22km away from Ekibastuz with perfect roads connection, 19km by sealed road and 3km by dirt road. Ekibastuz is a town with 110,000 population, a regional centre with well developed leaving infrastructure. It is the largest coal industry centre in Central Asia with number of power stations supplying energy to entire Kazakhstan and Asian part of Russia.

Exploration works & results

Berezki East 2008
Type of work	Volume		USD
Drill holes	drill holes	8
meters drilled	m	2,524		369,251
samples treatment	sample	2,545
Fire assays	assay	2,545		42,610
ICP assays	assay	10,180
Geol mapping	sq km	0		0
Data processing & administration				45,200
Berezki East total cost 2008				457,061

14

In March 2008 Quarter the Company has completed 4 diamond drill holes (DDH) for a total of 1,398 meters with an average drill hole depth of 340 meters.

The drilling has confirmed over 420 meters of continuity for the mineralization zone along strike with an average width of approximately 50 meters and reaching 80 meters in places. The mineralization is characterized by the steep dipping. It has been traced down to a depth of 350 meters and remains open both on strike and depth. The oxidation zone extends from surface down to 40 meters and could be suitable for free-milling and heap-leach gold-copper extraction.

· The most interesting results were obtained along drilling fence F2.

o In DDH Bz8, 69m grading 0.5g/t gold and 0.14% copper from 148m, including 19m at 1.45g/t gold and 0.2% copper

· Drilling Fence F3. Two drill holes of the fence intercepted the mineralization zone and confirmed that it extends from the surface to the depth of over 180 meters below the surface with an average thickness of 50m:

o In DDH Bz9 an interval of 80m grading 0.52g/t gold and 0.13% copper from surface, including 22.5m at 1.4g/t gold and 0.18% copper

o In DDH Bz16 an interval of 93m grading 0.51g/t gold and 0.18% copper from 75m, including 35m at 1.11g/t gold and 0.19% copper

· Drilling Fence F10. Drilling fence F10was set to test the north eastern flank of the deposit and revealed the mineralization zone with the thickness of 60m and close proximity to the surface.

o In DDH Bz14 an interval of 136m grading 0.9g/t gold and 0.1% copper from 32m, including 52m at 2.1g/t gold and 0.2% copper

June 2008 Quarter

The Company continued infill and extension drilling on Berezki East, Quartzite Gorka and Beskauga.

On Berezki East four infill drill holes have returned same results as discussed in March 2008 quarter and confirmed continuity of mineralization both on strike and depth.

Quartzite Gorka Prospect

Primary Geology & Infrastructure

Quartzite Gorka is a part of a large-scale K-OZEK gold-copper-porphyry system with total area of 15km2 .The K-OZEK area is composed by strongly hydrothermaly altered volcanic and intrusive formations with numerous geochemical gold-copper anomalies. The gold-copper mineralisation is associated with pyrite and chalcopyrite within wide-spread zones of chlorite-epidotic alteration. Beside Quartzite Gorka the K-OZEK area comprises five other high-prospective gold-copper deposits with exploration potential over three million ounces of gold equivalent.

Quartzite Gorka is located 19 km away from Ekibastuz and 5 km away from Berezki East with same infrastructure as Berezki East.

15

Exploration works & results

Quartzite Gorka 2008
	Volume		USD
Drill holes	drill holes	11
meters drilled	m	3,098		452,308
Trenching	m3	496		2,000
samples treatment	sample	3,482
Fire assays	assay	3,482		58,149
ICP assays	assay	13,928
Met tests	sample	2		4,895
Geol mapping	sq km	5		167
Data processing & administration				45,200
Quartzite Gorka total cost 2008				562,719

Dostyk Total	June 30, 2008
		Volume		USD
Drilling (m)	m		7,019		706,699
Sample processing & ssays	sample		7,245		96,990
Metallurgical tests	sample				0
Surveys				$	0
Data processing				$	4,625
Consulting services, wages, taxes, administration & others				$	95,513
TOTAL					903,827

In 2008 the Company has completed on Quartzite Gorka 11 diamond drill holes (DDH) for a total of 3,098 meters. The drilling program was intended to explore both the lateral and vertical extension of the gold-copper mineralization controlled by north-west trending zone of hydrothermaly altered granodiorites. The most representative interceptions were observed along drilling fences F3 and F7.

The drilling confirmed over the 750 meters continuity of the gold-copper mineralization along strike with an average width of approximately 50-70m. The gold-copper zone remains open on strike and to depth. The mineralization zone is characterized by the steep dipping. It has been traced from the surface down to a depth of 400 m and remains open. The mineralization zone usually maintains the consistent width from the top to the bottom and varies from 30 to 120 meters

16

· Drilling Fence F0

o DDH Q19, 119m grading 0.36 g/t gold and 0.25% copper from 38.0m including 33.9m at 0.73 g/t gold and 0.41% copper from 0.1m

· Drilling Fence F1

o DDH Q10, 143.6m grading 0.71 g/t gold and 0.42% copper including 88.1m at 0.95 g/t gold and 0.42% copper from 106.0m

o DDH Q9, 96.4m grading 0.26 g/t gold and 0.08% copper from -45.0m including 13.8m at 0.5 g/t gold and 0.13 copper from -72.0m

o DDH Q15, 72.0 m grading 0.23 g/t gold and 0.11% copper from 172.0m

September 2008 Quarter

Dostyk Total	September 30, 2008
		Volume		USD
Drilling (m)	m		3,815		370,533
Trenching (m3)	m3		496		2,000
Sample processing & assays	sample		4,327		77,850
Metallurgical tests	sample		5		12,238
Surveys				$	12,892
Data processing				$	31,409
Consulting services, wages, taxes, administration & others				$	221,803
TOTAL					728,725

Works completed on each prospect in quarter September 2008
Prospect	Drill holes		Meters drilled		Trenching		Sample processing		Assays				Met tests		Geological mapping
									FA, Au		ICP, Cu, Mo				km2
Beskauga		3		776		0		795		795		2,385		2		10
Ushtogan		7		1,042		0		1,200		1200		4,800		1		0
TOTAL		10		1,818		0		1,995		1,995		7,185		3		10

The Company continued infill drilling on Beskauga with results similar to discussed in June 2008 quarter and collected two metallurgical samples.

17

Drilling Fence F11

The drill holes of drilling fence F11 extended the results of the historical drilling by intercepting a bulk mineralization zone that is characterized by impressive dimensions:

­- Length over 2,000m

­- Width over 440m

­- Length in dip direction over 350m

o DDH Bg16, 292m grading 0.32g/t gold and 0.25% copper from 35m, including 52.8m at 0.35g/t gold and 0.29% copper

· Drilling Fence F12

On fence F12the drill holes have intersected down to a depth of 400 meters an extensive mineralization zone consisting from three ore bodies. The total width of mineralization zone is 280 meters.

o DDH Bg15, 160m grading 0.21g/t gold and 0.24% copper from 52m

Beskauga Metallurgical Tests

Two metallurgical samples were processed in Almaty/Kazakhstan based KazMekhanObr Ltd, a mineral service company with well experienced specialists and international acceptance.

The flotation test has returned quite encouraging results and confirmed capability to return a commercial product. The flotation concentrate has achieved 19.7% grade of copper and 25.6g/t of gold.

Product	Yield,		Grade						Recovery %
	%		Cu, %		Au, g/t		Ag, g/t		Cu		Au		Ag
Concentrate		2.28		19.72		25.80		123.40		88.60		67.20		54.78
Tailings		97.72		0.05		0.29		2.32		11.40		32.80		45.22
Ore		100.00		0.43		0.875		5.13		100.00		100.00		100.00

Beskauga 2008
	Volume		USD
Drill holes	drill holes	6
meters drilled	m	1,671		243,966
samples treatment	sample	1,630
Fire assays	assay	1,630		27,221
ICP assays	assay	4,890
Met tests	sample	2		4,895
Geol mapping	sq km	10		334
Data processing & administration				45,200
Beskauga total cost 2008				321,616

18

Ushtogan Gold Prospect

Primary Geology & Infrastructure

Ushtogan is situated in South-West corner of the license area and is represented by 320m-long linear system of quartz veining with gold mineralization discovered and partially explored by trenches and drilling still in Soviet times.

Ushtogan is situated 94km southerly of Ekibastuz town with connection by gravel road. The nearest high-voltage power line is 5 km away. There are a number of small lakes for technical water supply.

Exploration works & results

The Company has commenced drilling program on Ushtogan prospect in order to prove historical exploration data and to collect core material for bulk metallurgical samples. In total seven extension and infill drill holes have been completed with following most representative results:

· 24m at 1.5g/t Au from depth 34m in DDH#U14

· 19.8m at 1.4g/t in DDH#U4

· 83m at 0.92g/t in DDH#U2

As a result of this drilling program the zone been explored on its length of 250m and remains open on strike. In dip direction the mineralization has been traced to 320m down and remains open as well. One bulk 125kg metallurgical sample has been processed by column test with gold recovery 52% by crushing size 5mm.

Ushtogan 2008
Type of work	Volume		USD
Drill holes	drill holes	7
meters drilled	m	1,042		152,132
samples treatment	sample	1,200
Fire assays	assay	1,200		20,040
ICP assays	assay	4,800
Met tests	sample	1		2,448
Geol mapping	sq km	0		0
Data processing & administration				45,200
Ushtogan total cost 2008				219,820

December 2008 Quarter

In Dec 2008 quarter the Company processed large volume of exploration data gathered in past nine months and prepared data for JORC compliant resource estimation.

Dostyk Total	December 31, 2008
		Volume		USD
Drilling (m)	m		0		0
Sample processing & assays	sample		0		0
Metallurgical tests	sample		0		0
Surveys				$	0
Data processing				$	96,000
Resource estimation, consulting services, outstanding payments for Sep 2008 quarter, taxes, administration & others				$	150,012
TOTAL					246,012

19

The Company has engaged Australia/Perth based Micromine Ltd to conduct maiden JORC compliant resources on three most advanced prospects, Berezki East, Quartzite Gorka ands Beskauga:

Summary of the Resources for Berezki East Deposit (Micromine, 2008):

Au Cut Off	Oxide	Tonnes		Au		Ag		Cu		Au Metal		Ag Metal		Cu
From	Zone	'000 t		g/t		g/t		%		Oz		Oz		Tonnes
	Fresh		17,252		0.43		1.07		0.08		236,809		592,947		13,389
0.0	Oxidised		1,352		1.20		1.00		0.18		52,077		43,369		2,446
	Total		18,604		0.48		1.06		0.09		288,886		636,316		15,835
	Fresh		17,007		0.43		1.07		0.08		236,120		585,961		13,229
0.1	Oxidised		1,352		1.20		1.00		0.18		52,077		43,369		2,446
	Total		18,360		0.49		1.07		0.09		288,197		629,330		15,675
	Fresh		10,995		0.58		1.11		0.09		206,530		391,673		10,057
0.2	Oxidised		891		1.75		1.02		0.24		50,110		29,077		2,170
	Total		11,887		0.67		1.10		0.10		256,640		420,751		12,227
	Fresh		7,257		0.76		1.14		0.11		177,256		267,003		7,743
0.3	Oxidised		826		1.87		1.02		0.26		49,581		27,084		2,131
	Total		8,083		0.87		1.13		0.12		226,837		294,087		9,873
	Fresh		5,109		0.93		1.10		0.12		153,184		180,532		6,222
0.4	Oxidised		816		1.89		1.02		0.26		49,480		26,761		2,117
	Total		5,925		1.06		1.09		0.14		202,664		207,294		8,339
	Fresh		4,050		1.06		1.07		0.13		137,975		139,759		5,263
0.5	Oxidised		784		1.95		1.02		0.26		49,012		25,701		2,055
	Total		4,834		1.20		1.07		0.15		186,987		165,460		7,318

Summary of the Resources for the Quartzite Gorka Prospect (Micromine, 2008)

Au Cut Off	Oxide	Tonnes		Au		Ag		Cu		Au Metal		Ag Metal		Cu
From	Zone	'000 t			g/t		g/t	%		Oz		Oz		Tonnes
	Fresh		28,977		0.357		3.411		0.14		332,678		3,177,547		39287
0.0	Oxidized		3,137		0.197		3.285		0.13		19,858		331,351		3,958
	Total		32,114		0.341		3.398		0.13		352,536		3,508,898		43,245
	Fresh		26,603		0.384		3.576		0.15		328,170		3,058,580		38,760
0.1	Oxidised		1,540		0.343		5.581		0.19		16,973		276,404		2,979
	Total		28,143		0.381		3.686		0.15		345,143		3,334,984		41,739
	Fresh		20,371		0.454		4.094		0.17		297,168		2,681,446		34,959
0.2	Oxidised		1,031		0.439		7.366		0.23		14,541		244,181		2,353
	Total		21,402		0.453		4.252		0.17		311,709		2,925,627		37,312
	Fresh		13,224		0.566		4.889		0.21		240,530		2,078,683		28,138
0.3	Oxidised		539		0.621		10.81		0.32		10,766		187,303		1,738
	Total		13,763		0.568		5.121		0.22		251,296		2,265,986		29,876
	Fresh		8,129		0.705		5.463		0.27		184,163		1,427,709		22,045
0.4	Oxidised		370		0.747		13.21		0.36		8,889		157,093		1,318
	Total		8,499		0.707		5.8		0.27		193,052		1,584,802		23,363
	Fresh		5,749		0.811		5.673		0.30		149,928		1,048,570		17,425
0.5	Oxidised		290		0.830		15.23		0.38		7,737		142,043		1,102
	Total		6,039		0.812		6.133		0.31		157,665		1,190,613		18,527

20

Summary of the Resources for the Beskauga Deposit (Micromine, 2008):

Au Cut Off	Tones		Au		Ag		Cu		Mo		Au Metal		Ag Metal		Cu		Mo
From	'000 t		g/t		g/t		%		%		Oz		Oz		Tonnes		Tonnes
0.00		217,010		0.341		1.482		0.1698		0.0141		2,380,644		10,342,519		368,484		30,598
0.10		214,308		0.345		1.485		0.1705		0.0142		2,374,909		10,235,092		365,310		30,453
0.20		200,381		0.356		1.504		0.1738		0.0139		2,292,085		9,691,980		348,183		27,833
0.30		155,950		0.385		1.441		0.184		0.0103		1,930,012		7,222,565		286,995		16,031
0.40		46,391		0.487		1.732		0.2278		0.0181		726,210		2,582,895		105,698		8,387
0.50		11,526		0.610		2.223		0.336		0.0580		226,057		823,861		38,729		6,680
0.60		3,881		0.751		2.574		0.4712		0.0369		93,767		321,150		18,288		1,432

Australasian Joint Ore Reserves Committee (the “JORC”) code for reporting of Mineral Resources and Ore Reserves (the “JORC Code”) Compliant Inferred Resources (Micromine Ltd, 2008)

Prospect	Au (Oz)	Cu (Tonnes)	Ag (Oz)	Mo (Tonnes)
Berezki East	288,886	15,835	636,316	-
Beskauga	2,380,644	368,484	10,342,519	30,598
Quartzite Gorka	352,536	43,245	3,508,898	-
Total	3,022,066	427,564	14,487,733	30,598

21

Item 3. Legal Proceedings

The Company is not involved in any legal proceedings at this time.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of our security holders either through solicitation of proxies or otherwise in the fourth quarter of the fiscal year ended December 31, 2008.

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our Common Stock is quoted on the Pink Sheets. The following table sets forth the high and low bid prices for the Common Stock for the calendar quarters indicated as reported by the NASD OTC Bulletin Board for the last two years. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent actual transactions.

	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2008 – High	$	0.720	$	0.560	$	0.510	$	0.400
2008 – Low	$	0.270	$	0.310	$	0.130	$	0.130
2007 – High	$	0.900	$	0.600	$	0.680	$	0.600
2007 – Low	$	0.520	$	0.390	$	0.300	$	0.200
2006 – High	$	1.270	$	1.600	$	1.250	$	1.010
2006 – Low	$	0.575	$	0.850	$	0.870	$	0.750
2005 – High	$	1.525	$	1.575	$	1.550	$	1.426
2005 – Low	$	1.350	$	1.450	$	1.000	$	1.010
2004 – High	$	1.125	$	1.125	$	1.450	$	1.500
2004 – Low	$	0.505	$	0.750	$	0.655	$	0.725

Our stock is also quoted in the Frankfurt Exchange under the symbols “C9K.FSE,” and “C9K.ETR”.

(1) The high and low bid prices for our Common Stock for the Fourth Quarter of 2008 were for the period October 1, 2008 to December 31 2008.

As of December 31, 2008, there were 14 holders of record of the Common Stock.

No cash dividends were paid in 2008 or 2007. No cash dividends have been paid subsequent to December 31, 2008. The amount and frequency of cash dividends are significantly influenced by metal prices, operating results and our cash requirements.

We do not have securities authorized for issuance under an equity compensation plan.

No securities were issued without registration under the Securities Act of 1933, as amended (the "Act") during the fourth quarter of 2008.

We did not effect any repurchases of our securities during the fourth quarter of Fiscal 2008.

22

Item 6. Selected Financial Data

The Company has not generated any operating revenues to date. Since incorporation it has been inactive as far as mining activities are concerned.  The Company’s plans, funding requirements, sources and alternatives relating thereto are presented and discussed in “Item 7 - "Management’s Discussion and analysis of Financial Condition and Results of Operations".

The following table sets forth, for the periods and the dates indicated selected financial data for the Company.  This information should be read in conjunction with the Company's Audited Consolidated Financial Statements and Notes thereto for the period ended December 31, 2008 and "Item 7 – Management’s Discussion and analysis of Financial Condition and Results of Operations” included elsewhere herein.

The selected financial data provided below are not necessarily indicative of the future results of operations or financial performance of the Company.  To date the Company has not paid any dividends on the Common Shares and it does not expect to pay dividends in the foreseeable future.

The Financial Statements of the Company have been prepared in accordance with accounting principles generally accepted in United States ("US GAAP").

FIVE YEAR COMPARATIVE SUMMARY OF SELECTED FINANCIAL DATA
(expressed in U.S. dollars unless otherwise indicated)
Period Type	12 Months			12 Months			12 Months			12 Months			12 Months
Fiscal Year End	Dec 31, 2008			Dec 31, 2007			Dec 31, 2006			Dec 31, 2005			Dec 31, 2004
Current Assets	$	152,297		$	1,292,567		$	3,248,741		$	431,967		$	566,160
Total Assets		2,797,638			4,084,372			3,248,741			431,967			566,160
Current Liabilities		1,304,237			1,077,410			54,915			43,880			21,722
Long term Liabilities		772,642			1,166,056			-			-			-
Minority Interest		-			526,651			-			-			-
Common Stock		9,728,445			6,814,444			6,718,444			2,051,600			701,600
Other Equity		(9,007,686	)		(5,500,189	)		(3,524,618	)		(1,963,513	)		(1,157,162	)
Total Liability and Equity		2,797,638			4,084,372			3,248,741			431,967			566,160
Other Expenses		3,482,650			1,909,808			1,545,617			888,224			657,031
Income (Loss) Pre-tax		(3,482,650	)		(1,909,808	)		(1,545,617	)		(888,224	)		(657,031	)
Net Income (Loss)		(3,482,650	)		(1,909,808	)		(1,545,617	)		(888,224	)		(657,031	)
EPS Basic		(0.08	)		(0.05	)		(0.04	)		(0.03	)		(0.02	)
EPS Diluted		(0.08	)		(0.05	)		(0.04	)		(0.03	)		(0.02	)
Common Shares Issued and Outstanding		48,100,000			39,700,000			39,500,000			30,700,000			14,000,000

23

Item 7. Management’s Discussion and analysis of Financial Condition and results of Operations

(A) General

We are a mineral exploration company engaged in the exploration of base, precious metals and industrial minerals worldwide.  We were incorporated under the laws of the State of Florida on January 13, 1989, under the name "Cigma Ventures Corporation." We conduct our exploration and property acquisition activities through our head office which is located at is located at 18, 80 Furmanova Str, Almaty, Republic of Kazakhstan. The telephone number is (+7) 327 – 2611 026.

We had no revenues during fiscal 2008 and 2007. Funds raised in fiscal 2008 and 2007 were used for exploration of our properties and general administration.

(B) Results of Operations

Year Ended December 31, 2008 (Fiscal 2008) versus Year Ended December 31, 2007 (Fiscal 2007)

For the year ended December 31, 2008 we recorded a loss of $3,482,650 or $0.08 per share, compared to a loss of $1,909,808 or $0.05 per share in 2007.

General and administrative expenses – For the year ended December 31, 2008 we recorded general and administrative expenses of $534,132 (fiscal 2007 - $712,642). The fiscal 2008 amount includes professional fees - accounting $3,033 (fiscal 2007 - $14,070) and legal $36,953 (fiscal 2007 - $93,741). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009 capital spending requirements in light of the current and anticipated, global economic environment.

Exploration expenditures - For the year ended December 31, 2008, we recorded total exploration costs of $2,941,613 compared to $1,412,265 in fiscal 2007. Exploration expenses on the Haldeevskaya mineral exploration license area located in the Tomsk Oblast region of the Russian Federation totalled $0 (2007 - $0). Recent developments in capital markets have restricted access to debt and equity financing for the Company. As a result, the Company reduced its 2009 exploration spending requirements in light of the current and anticipated, global economic environment.

The Company’s investment in the HaldeyGold partnership interest is as follows:

	January 13, 1989 (inception) to December 31, 2008			Year ended December 31, 2008		Year ended December 31, 2007
Capital invested	$	986,862		$	-	$	-
Exploration costs incurred		(796,261	)
		190,601
Write-down of investment in partnership interest		(190,601	)
Partnership interest at end of year	$	-		$	-	$	-

Exploration costs on the Tugojakovsk mineral exploration license area located in the Tomsk Oblast region of the Russian Federation totalled $0 (2007 - $0).

24

	January 13, 1989 (inception) to December 31, 2007			Year ended December 31, 2008		Year ended December 31, 2007
Capital invested	$	453,821		$	-	$	-
Exploration costs incurred		(453,821	)
Partnership interest at end of year	$	-		$	-	$	-

Depreciation expense – For the year ended December 31, 2008 we recorded depreciation expense of $30,955 compared to $11,010 in fiscal 2007.

(C)  Capital Resources and Liquidity

December 31, 2008 versus December 31, 2007:

Recent developments in capital markets have restricted access to debt and equity financing for many companies. The Company’s exploration properties are in the exploration stage, have not commenced commercial production and consequently the Company has no history of earnings or cash flow from its operations. As a result, the Company is reviewing its 2009/2010 exploration and capital spending requirements in light of the current and anticipated, global economic environment.

The Company currently finances its activities primarily by the private placement of securities. There is no assurance that equity funding will be accessible to the Company at the times and in the amounts required to fund the Company’s activities. There are many conditions beyond the Company’s control which have a direct bearing on the level of investor interest in the purchase of Company securities. The Company may also attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, however, there is no assurance that any such activity will generate funds that will be available for operations. Debt financing has not been used to fund the Company’s property acquisitions and exploration activities and the Company has no current plans to use debt financing. The Company does not have “standby” credit facilities, or off-balance sheet arrangements and it does not use hedges or other financial derivatives. The Company has no agreements or understandings with any person as to additional financing.

At December 31, 2008, we had cash of $29,247 (2007 - $1,148,702) and a working capital deficiency of $1,080,690 (2007 working capital - $215,157) respectively. Total liabilities as of December 31, 2008 were $2,076,879 as compared to $2,243,466 on December 31, 2007, a decrease of $166,587.  In January 2008 the Company issued 300,000 common shares valued at $114,000 as a finder’s fee in consideration for arranging property acquisitions in Kazakhstan. In June and October 2008 the Company issued 6,500,000 and 1,600,000 common shares respectively, the total amount received was $1,950,001 and 400,000 respectively. In June 2007 the Company issued 200,000 common shares valued at $96,000 as a finder’s fee in consideration for arranging property acquisitions in Kazakhstan.

Our general business strategy is to acquire mineral properties either directly or through the acquisition of operating entities. Our consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As discussed in note 1 to the consolidated financial statements, the Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $3,115,799 from operating activities in 2008. The Company requires additional funds to meet its obligations and maintain its operations.  We do not have sufficient working capital to (i) pay our administrative and general operating expenses through December 31, 2008 and (ii) to conduct our preliminary exploration programs. Without cash flow from operations, we may need to obtain additional funds (presumably through equity offerings and/or debt borrowing) in order, if warranted, to implement additional exploration programs on our properties. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its properties, there is no assurance that any such activity will generate funds that will be available for operations.  Failure to obtain such additional financing may result in a reduction of our interest in certain properties or an actual foreclosure of its interest. We have no agreements or understandings with any person as to such additional financing.

25

Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from its operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its property, there is no assurance that any such activity will generate funds that will be available for operations.

Cash Flow

Operating activities:    The Company used cash of $3,115,799 (used cash in 2007 - $981,114) through the year ended December 31, 2008 and 2007. The following is a breakdown of cash used for operating activities: Depreciation and amortization of $19,707 (2007 - $11,010), expenses satisfied with issuance of common stock $114,000 (2007 - $96,000), and realized loss on sale of equipment $12,342 (2007 - $0). Changes in prepaid expenses and other assets resulted in an increase of $23,484 compared to an increase of $51,280 in 2007. There was an increase in accounts payable and accrued liabilities of $173,036 compared to an increase of $1,003,703 in 2007. There was an increase in accounts payable to related party in 2008 of $71,250 but no change in 2007.

Investing Activities:     During the year ended December 31, 2008 investing activities consisted of expenditures on the purchase of assets of $89,714 (2007 - $126,719), proceeds from sale of equipment $35,717 (2007 - $0), and acquisition of mineral property costs of $400,000 (2007 - $2,000,000).

Financing Activities: The Company intends to finance its activities by raising capital through the equity markets. In fiscal 2008 the Company issued 8,100,000 shares for net cash of $2,800,001, during fiscal 2007 the Company did not issue any new common stock. The Company’s subsidiary Dostyk had a loan payable to Eureka Mining PLC. The loan is unsecured, non- interest bearing with repayment to begin when the Company shall begin to generate profit as a direct or non direct result of exploration. On March 15, 2007, Cigma and Eureka signed an Assignment Agreement under which Cigma assumed responsibility for repayment of all amounts due under the loan. A loan repayment of $402,220 was made in 2008 while no repayment was made in 2007. The loan balance at December 31, 2008 is $772,642 (2007 - $1,160,255).

Dividends

The Company has neither declared nor paid any dividends on its Common stock. The Company intends to retain it’s earnings to finance growth and expand its operations and does not anticipate paying any dividends on its Common shares in the foreseeable future.

Asset-Backed Commercial Paper

The Company has no asset-backed commercial paper.

26

Financial Instruments

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments.  As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision.  Changes in assumptions can significantly affect estimated fair value. The carrying value of cash, accounts payable and accrued expenses, accounts payable and accrued expenses – related parties, advances payable – related party, loans payable and loan payable - related party approximate their fair value because of the short-term nature of these instruments. The carrying value of the convertible notes payable approximate their fair value because interest rates of long-term convertible notes payable approximate market interest rates. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America (primarily in Kazakhstan) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar.

Share Capital

At December 31, 2008, the Company had:

◦ Authorized share capital of 100,000,000 common shares with par value of $0.001 each.

◦ 53,500,000 common shares were issued and outstanding as at February 15, 2010 and 48,100,000 at December 31, 2008 (December 31, 2007 – 39,700,000).

OUTLOOK

General Economic Conditions

Current problems in credit markets and deteriorating global economic conditions have lead to a significant weakening of exchange traded commodity prices in recent months, including precious and base metal prices. Volatility in these markets has also been unusually high. It is difficult in these conditions to forecast metal prices and demand trends for products that we would produce if we had current mining operations. Credit market conditions have also increased the cost of obtaining capital and limited the availability of funds. Accordingly, management is reviewing the effects of the current conditions on our business.

It is anticipated that for the foreseeable future, the Company will rely on the equity markets to meet its financing need. The Company will also consider entering into joint venture arrangements to advance its projects.

Capital and Exploration Expenditures

We are reviewing our capital and exploration spending in light of current market conditions. As a result of our review, the Company may curtail a portion of its capital and exploration expenditures during 2009/2010.

We are currently concentrating our exploration activities in Kazakhstan and examining data relating to the potential acquisition or joint venturing of additional mineral properties in either the exploration or development stage.

27

Off-Balance Sheet Arrangements

During the year ended December 31, 2008, the Company was not a party to any off-balance-sheet arrangements that have, or are reasonably likely to have, a material current or future effect on the results of operations, financial condition, revenues or expenses, liquidity, capital expenditures or capital resources of the Company.

Market Risk Disclosures

The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes.

Forward-Looking Statements

This annual report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995.  These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology.  These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” that may cause our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Plans for the Next Twelve Months

The following Plan of Operation contains forward-looking statements that involve risks and uncertainties, as described below.  The Company’s actual results could differ materially from those anticipated in these forward-looking statements.  The following discussion should be read in conjunction with the audited financial statements and notes thereto and the Plan of Operation included in this Annual Report on Form 10-K for the fiscal year ended December 31, 2008.

Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

During the next 12 months we intend to raise additional funds through equity offerings and/or debt borrowing to meet our administrative/general operating expenses and to conduct work on our exploration properties. There is, of course, no assurance that we will be able to do so.

Our exploration properties have not commenced commercial production and we have no history of earnings or cash flow from its operations. While we may attempt to generate additional working capital through the operation, development, sale or possible joint venture development of its property, there is no assurance that any such activity will generate funds that will be available for operations.

We intend to raise additional funds through equity offerings and/or debt borrowing to meet our administrative/general operating expenses and to conduct work on our exploration property. There is, of course, no assurance that we will be able to do so.

28

Our exploration work program in 2009 will concentrate exploration activities on Maykubinsk exploration license in Kazakhstan. The main exploration targets remain Beskauga, Berezki East and Quartzite Gorka prospects.

The 2009 exploration work program on the Maykubinsk license areas will entail completion of data processing from the year 2008, surface mapping, geophysical surveying, drilling and metallurgical tests.  As result of these works should be: (i) an increase of existing mineralization zones both, to strike and to depth, ii) an increase of inferred resources and targeting to convert a portion of inferred resources into indicated, iii) exploring a resource potential outside of those three prospects.

The project expenditure

Total exploration expenditures incurred in 2007-2008 were USD 4,475,185 and USD $183,850 for 8 months 2009.

Exploration Budget 2009
	2009 budget				2009 completed till September
	Volume		USD		Volume		USD
Drilling (m)		5,000		486,500		300		21,197
Samples processing & Assays (sample)		6,000		83,197		3,650		80,333
Metallurgical tests (sample)		3		51,000		1		17,251
Geophysical surveys ($)				15,000				7,515
Data processing				118,500				21,851
Consulting services, wages, administration				105,395				35,703
TOTAL				859,592				183,850

(D) Application of Critical Accounting Policies

The accounting policies and methods we utilize in the preparation of our unaudited consolidated financial statements determine how we report our financial condition and results of operations and may require our management to make estimates or rely on assumptions about matters that are inherently uncertain. Our accounting policies are described in note 2 of our December 31, 2008 unaudited consolidated financial statements. Our accounting policies relating to mineral property and exploration costs and depreciation and amortization of property, plant and equipment are critical accounting policies that are subject to estimates and assumptions regarding future activities.

Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method.  Equipment is recorded at cost.  Depreciation is provided over the following useful lives:  vehicles 10 years and office equipment, furniture and fixtures 2 to 10 years.

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As at December 31, 2008 and 2007, the Company did not have proven reserves.

Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

29

Costs  related  to  site  restoration  programs  are  accrued over the life  of  the  project.

US GAAP requires us to consider at the end of each accounting period whether or not there has been an impairment of the capitalized property, plant and equipment. This assessment is based on whether factors that may indicate the need for a write-down are present. If we determine there has been an impairment, then we would be required to write-down the recorded value of its property, plant and equipment costs which would reduce our earnings and net assets.

(E) Related Party Transactions

During the fiscal year 2008, consulting fees of $212,013 (2007 – $184,800) were paid to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

(F) Off-balance Sheet Arrangements and Contractual Obligations

We do not have any off-balance sheet arrangements or contractual obligations that are likely to have or are reasonably likely to have a material 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 have not been disclosed in our financial statements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Our exposure to market risk is confined to our cash equivalents and short-term investments. We invest in high-quality financial instruments; primarily money market funds, federal agency notes, and US Treasury obligations, with the effective duration of the portfolio within one year which we believe are subject to limited credit risk. We currently do not hedge interest rate exposure. Due to the short-term nature of our investments, we do not believe that we have any material exposure to interest rate risk arising from our investments.

Item 8. Consolidated Financial Statements and Supplementary Data

Our audited financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

The following audited financial statements are filed as part of this annual report:

Report of Independent Registered Public Accounting Firm, dated February 17, 2010

Consolidated Balance Sheets as of December 31, 2008 and 2007

Consolidated Statements of Operations from January 13, 1989 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007

Statements of Stockholders’ Equity (Deficit) for period from January 13, 1989 (commencement of operations) to December 31, 2008

Consolidated Statements of Cash Flows for period from January 13, 1989 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

30

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Financial Statements

(Expressed in U.S. Dollars)

December 31, 2008 and 2007

Index

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Stockholders' Equity (Deficiency) and Comprehensive Income (Loss)

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

F 1

CERTIFIED PUBLIC ACCOUNTANTS	Tel 206.382.7777 * FAX 206.382.7700
601 UNION STREET, SUITE 2300	www.pscpa.com
SEATTLE, WASHINGTON 98101

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders

Cigma Metals Corporation

We have audited the accompanying consolidated balance sheets of Cigma Metals Corporation (an exploration stage company) ("the Company") as of December 31, 2008 and 2007, and the related consolidated statements of operations, stockholders' equity (deficiency) and comprehensive income (loss), and cash flows for the years then ended and for the period from January 13, 1989 (date of inception) to December 31, 2008.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these consolidated financial statements based on our audits.  The Company’s consolidated financial statements for the period from January 13, 1989 (date of inception) through December 31, 2006, were audited by other auditors whose report, dated April 30, 2007, expressed an unqualified opinion on those statements and included an explanatory paragraph that referred to substantial doubt about the Company’s ability to continue as a going concern.  The financial statements for the period from January 13, 1989 (date of inception) through December 31, 2006, reflect a net loss of $3,509,130 of the accumulated deficit as of December 31, 2008.  The other auditors’ report has been furnished to us, and our opinion, insofar as it relates to the amounts included for such prior periods, is based solely on the report of such other auditors.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Company has determined that it is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, based on our audits and the report of the other auditors, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Cigma Metals Corporation (an exploration stage company) as of December 31, 2008 and 2007, and the results of its operations and its cash flows for the years then ended and for the period from January 13, 1989 (date of inception) to December 31, 2008, in conformity with accounting principles generally accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the consolidated financial statements, the Company has not generated revenue and has experienced recurring losses from operations since inception, and has a working capital deficit.  These conditions raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans regarding these matters are also described in Note 1.  The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/S/ PETERSON SULLIVAN LLP

February 17, 2010

Seattle, Washington

F 2

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Balance Sheets

December 31, 2008 and December 31, 2007

(Expressed in U.S. Dollars)

	December 31			December 31
	2008			2007
ASSETS
Current
Cash	$	29,247		$	1,148,702
Available-for-sale securities		48,852			92,445
Prepaid expenses and other assets		74,198			51,420
Total current assets		152,297			1,292,567
Equipment, net		135,744			115,709
Mineral properties		2,509,597			2,676,096
Total assets	$	2,797,638		$	4,084,372
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	1,232,987		$	1,077,410
Accounts payable - related party		71,250			-
Total current liabilities		1,304,237			1,077,410
Long-term debt		772,642			1,166,056
Total liabilities		2,076,879			2,243,466
Non-controlling interest		-			526,651
Stockholders' Equity
Common stock
Authorized
100,000,000 common shares, par value $0.0001
Issued and outstanding:
48,100,000 (2007 - 39,700,000) common shares		4,810			3,970
Additional paid in capital		9,723,477			6,810,474
Common stock to be issued (1,583,334 common shares)		158			-
Accumulated deficit during the exploration stage		(8,901,588	)		(5,418,938	)
Accumulated other comprehensive income (loss)		(106,098	)		(81,251	)
Stockholders' equity		720,759			1,314,255
Total liabilities and stockholders' equity	$	2,797,638		$	4,084,372

The accompanying notes are an integral part of these consolidated financial statements.

F 3

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Statements of Operations

(Expressed in U.S. Dollars)	Cumulative
	January 13			Year			Year
	1989 (inception) to			Ended			Ended
	December 31			December 31			December 31
	2008			2008			2007
Expenses
Administrative and general	$	702,933		$	150,043		$	269,499
Exploration costs
- HaldeyGold Project - partnership		796,261			-			-
- HaldeyGold Project - other		185,126			-			-
- Tugojakovsk Project		453,821			-			-
- Kazakhstan		4,353,878			2,941,613			1,412,265
Interest, bank charges and foreign currency exchange  (gains) losses		27,760			6,634			7,238
Professional fees		624,014			58,086			107,811
Property investigation costs		119,717			-			-
Management and consulting fees		1,655,788			319,369			328,094
Total expenses		8,919,298			3,475,745			2,124,907
Other income (loss)
Writedown of available-for-sale securities		(148,180	)		-			-
Writedown of investment in partnership interest		(190,601	)		-			-
Gain (loss) on sale of assets		(12,342	)		(12,342	)		-
Interest income		238,094			5,437			84,360
Total other income (loss)		(113,029	)		(6,905	)		84,360
Net loss before non-controlling interest		(9,032,327	)		(3,482,650	)		(2,040,547	)
Non-controlling interest		130,739			-			130,739
Net income (loss) for the period	$	(8,901,588	)	$	(3,482,650	)	$	(1,909,808	)
Basic and diluted loss per share				$	(0.08	)	$	(0.05	)
Weighted average number of common shares outstanding					43,623,288			39,603,297

The accompanying notes are an integral part of these consolidated financial statements.

F 4

CIGMA METALS CORPORATION

(An exploration stage enterprise)

Consolidated Statements of Stockholders' Equity (Deficiency) and

Comprehensive Income (Loss)

January 13, 1989 (inception) to December 31, 2008

(Expressed in U.S. Dollars)

											Accumulated					Accumulated		Total
					Additional			Compre-			(deficit) during			Common		other		stockholders'
	Common stock				paid-in			hensive			exploration			stock		comprehensive		equity
	Shares		Amount		capital			(loss)			stage			to be issued		income (loss)		(deficiency)
Issuance of common stock for
- for services on August 2, 1989		2,000,000	$	200	$	800		$	-		$	-		$	-	$	-	$	-
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(1,000	)		(1,000	)		-		-		(1,000	)
Total comprehensive (loss)								$	(1,000	)
Balance, December 31, 1991 to 1997		2,000,000		200		800						(1,000	)		-		-		(1,000	)
Issuance of common stock for
- for mineral property rights on April 2, 1998		12,000,000		1,200		(600	)					-			-		-		600
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(600	)		(600	)		-		-		(600	)
Total comprehensive (loss)								$	(600	)
Balance, December 31, 1998		14,000,000		1,400		200						(1,600	)		-		-		-
Issuance of common stock for
- cash on March 31, 1999		14,000,000		1,400		698,600						-			-		-		700,000
Components of comprehensive income (loss)
- Net (loss) for the year		-		-		-			(141,392	)		(141,392	)		-		-		(141,392	)
Total comprehensive (loss)								$	(141,392	)

F 5

Balance, December 31, 1999	28,000,000	2,800	698,800				(142,992	)	-	-		558,608
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(211,182	)	(211,182	)	-	-		(211,182	)
- Unrealized losses on available-for-sale securities	-	-	-		(77,734	)	-		-	(77,734	)	(77,734	)
Total comprehensive (loss)				$	(288,916	)
Balance, December  31, 2000	28,000,000	2,800	698,800				(354,174	)	-	(77,734	)	269,692
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(25,510	)	(25,510	)	-	-		(25,510	)
- Unrealized losses on available-for-sale securities	-	-	-		(17,803	)	-		-	(17,803	)	(17,803	)
Total comprehensive (loss)				$	(43,313	)
Balance, December  31, 2001	28,000,000	2,800	698,800				(379,684	)	-	(95,537	)	226,379
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(20,943	)	(20,943	)	-	-		(20,943	)
- Unrealized losses on available-for-sale securities	-	-	-		48,407		-		-	48,407		48,407
Total comprehensive (loss)				$	27,464
Balance, December  31, 2002	28,000,000	2,800	698,800				(400,627	)	-	(47,130	)	253,843
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(17,631	)	(17,631	)	-	-		(17,631	)
- Unrealized losses on available-for-sale securities	-	-	-		(3,723	)	-		-	(3,723	)	(3,723	)
Total comprehensive (loss)				$	(21,354	)
Balance, December  31, 2003	28,000,000	2,800	698,800				(418,258	)		(50,853	)	232,489
Cash advanced on stock subscriptions	-	-	-				-		1,000,000	-		1,000,000
Components of comprehensive income (loss)

F 6

- Net (loss) for the year	-	-	-		(657,031	)	(657,031	)	-		-		(657,031	)
- Unrealized losses on available-for-sale securities	-	-	-		(31,020	)	-		-		(31,020	)	(31,020	)
Total comprehensive (loss)				$	(688,051	)
Balance, December  31, 2004	28,000,000	2,800	698,800				(1,075,289	)	1,000,000		(81,873	)	544,438
Issuance of common stock for
- cash on May 20, 2005	2,000,000	200	999,800				-		(1,000,000	)	-		-
- cash on December 13, 2005	700,000	70	349,930				-		-		-		350,000
Cash advanced on stock subscriptions	-	-	-				-		300,000		-		300,000
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(888,224	)	(888,224	)	-		-		(888,224	)
- Recongnition of other than temporary decline in market value of available-foe-sale securities	-	-	-		81,873		-		-		81,873		81,873
Total comprehensive (loss)				$	(806,351	)
Balance, December 31, 2005	30,700,000	3,070	2,048,530				(1,963,513	)	300,000		-		388,087
Issuance of common stock for
- cash on March 30, 2006	800,000	80	299,920				-		(300,000	)	-		-
- cash on May 12, 2006	6,540,000	654	3,269,346				-		-		-		3,270,000
- cash on May 26, 2006	1,460,000	146	729,854				-		-		-		730,000
Grant of options to employees and directors	-	-	366,844				-		-		-		366,844
Components of comprehensive income (loss)
- Net (loss) for the year	-	-	-		(1,545,617	)	(1,545,617	)	-		-		(1,545,617	)
- Unrealized losses on available-for-sale securities	-	-	-		(15,488	)	-		-		(15,488	)	(15,488	)
Total comprehensive (loss)				$	(1,561,105	)
Balance, December  31, 2006	39,500,000	3,950	6,714,494				(3,509,130	)	-		(15,488	)	3,193,826

F 7

Issuance of common stock for
- finders fee in June 2007	200,000		20		95,980					-			-		-			96,000
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-		(1,909,808	)		(1,909,808	)		-		-			(1,909,808	)
- Accumulated translation adjustment	-		-		-		8,101			-			-		8,101			8,101
- Unrealized gains (losses) on available-for-sale securities	-		-		-		(73,864	)		-			-		(73,864	)		(73,864	)
Total comprehensive (loss)						$	(1,975,571	)
Balance, December 31, 2007	39,700,000		3,970		6,810,474					(5,418,938	)		-		(81,251	)		1,314,255
Issuance of common stock for
- shares to be issued for cash	-		-		-					-			450,000		-			450,000
- finders fee in January 2008	300,000		30		113,970					-			-		-			114,000
- cash in June 2008	6,500,000		650		1,949,351					-			-		-			1,950,001
- cash in October 2008	1,600,000		160		399,840					-			-		-			400,000
Components of comprehensive income (loss)
- Net (loss) for the period	-		-		-		(3,482,650	)		(3,482,650	)		-		-			(3,482,650	)
- Accumulated translation adjustment	-		-		-		18,746			-			-		18,746			18,746
- Unrealized gains (losses) on available-for-sale securities	-		-		-		(43,593	)		-			-		(43,593	)		(43,593	)
Total comprehensive (loss)						$	(3,507,497	)
Balance, December 31, 2008	48,100,000	$	4,810	$	9,273,635				$	(8,901,588	)	$	450,000	$	(106,098	)	$	720,759

The accompanying notes are an integral part of these consolidated financial statements.

F 8

CIGMA METALS CORPORATION	Cumulative
(An exploration stage enterprise)	January 13
Consolidated Statements of Cash Flows	1989 (inception) to			Year Ended			Year Ended
(Expressed in U.S. Dollars)	December 31,			December 31			December 31
	2008			2008			2007
Cash flows used in operating activities
Net loss for the period	$	(8,901,588	)	$	(3,482,650	)	$	(1,909,808	)
Adjustments to reconcile net loss to net cash used in operating activities
- depreciation		30,717			19,707			11,010
- stock compensation expense on stock option grants		366,844			-			-
- issuance of common stock for mineral property rights		600			-			-
- expenses satisfied with issuance of common stock		211,000			114,000			96,000
- partnership exploration costs		1,125,711			-			-
- writedown of investment in partnership interest		190,601			-			-
- writedown of available for sale securities		148,180			-			-
- minority interest in income (loss) of subsidiary		(130,739	)		-			(130,739	)
- realized loss on sale of equipment		12,342			12,342			-
Changes in operating assets and liabilities, net of effects of acquisition of subsidiary
- decrease (increase) in prepaid expenses and other assets		(74,764	)		(23,484	)		(51,280	)
- increase (decrease) in accounts payable and accrued expenses		1,231,654			173,036			1,003,703
- increase (decrease) in accounts payable related party		71,250			71,250			-
Net cash used in operating activities		(5,718,192	)		(3,115,799	)		(981,114	)
Cash flows used in investing activities
- purchase equipment		(216,433	)		(89,714	)		(126,719	)
- proceeds from sale of equipment		35,717			35,717			-
- investment in available-for-sale securities		(329,977	)		-			-
- investment in partnership interest		(1,316,312	)		-			-
- acquisition of mineral properties		(2,400,000	)		(400,000	)		(2,000,000	)
Net cash used in investing activities		(4,227,005	)		(453,997	)		(2,126,719	)
Cash flows from financing activities
- issuance of common stock		9,150,001			2,800,001			-
- loan proceeds		1,160,255			-			1,160,255
- loan payments		(402,220	)		(402,220	)		-
Net cash provided by financing activities		9,908,036			2,397,781			1,160,255
Effect of exchange rate changes on cash and cash equivalents		66,408			52,560			13,848
Increase (decrease) in cash and cash equivalents		29,247			(1,119,455	)		(1,933,730	)
Cash, beginning of year		-			1,148,702			3,082,432
Cash, end of year	$	29,247		$	29,247		$	1,148,702

The accompanying notes are an integral part of these consolidated financial statements.

F 9

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  Nature of Business and Going Concern

Cigma Metals Corporation ("the Company") was formed on January 13, 1989 under the laws of the State of Florida as Cigma Ventures Corporation. On April 17, 1999 the Company changed its name to Cigma Metals Corporation. The Company is in the business of location, acquisition, exploration and, if warranted, development of mineral properties.  The Company’s current focus is on the exploration and development of its Maykubinsk exploration and mining license located in the located in the Pavlodar Oblast Region in Kazakhstan and the two mineral exploration licenses located in Tomsk Oblast Region of the Russian Federation (see Note 4). The Company has not yet determined whether its properties contain mineral reserves that may be economically recoverable and has not generated any operating revenues to date.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.  The general business strategy of the Company is to acquire mineral properties either directly or through the acquisition of operating entities.   The Company has incurred recurring operating losses since inception, has not generated any operating revenues to date and used cash of $3,115,799 from operating activities in 2008. The Company requires additional funds to meet its obligations and maintain its operations.  These conditions raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in this regard are to raise equity financing through private or public equity investment in order to support existing operations and expand its business. There is no assurance that such additional funds will be available to the Company when required or on terms acceptable to the Company. These consolidated financial statements do not include any adjustments that might result from this uncertainty.

2.  Significant Accounting Policies

(a) Principles of Accounting

We follow accounting standards set by the Financial Accounting Standards Board, commonly referred to as the “FASB”. The FASB sets generally accepted accounting principles (“GAAP”) that we follow to ensure we consistently report our financial condition, results of operations, and cash flows. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification, referred to as Codification or “ASC”. The FASB finalized the codification effective for periods ending on or after September 15, 2009.

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of the Company and its wholly-owned subsidiaries, Cigma Metals BVI Limited ("Cigma BVI") and, Dostyk LLP. During the year ended December 31, 2007, the Company acquired a 51% interest in Dostyk on February 15, 2007, an additional 20% interest during the period ended June 30, 2007 and an additional 19% during the period ended September 30, 2007. During the year ended December 31, 2008, the Company acquired the final 10%. Collectively, they are referred to herein as "the Company". Significant inter-company accounts and transactions have been eliminated. Cigma BVI is inactive.

F 10

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(b) Accounting Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and assumptions.

(c) Cash Equivalents

Cash equivalents comprise certain highly liquid instruments with a maturity of three months or less when purchased.  The Company did not have any cash equivalents at December 31, 2008 and 2007. No amounts were paid for income taxes or interest in 2008 or 2007.

(d) Marketable securities

The Company’s available-for-sale securities consist of shares of common stock of three publicly traded companies at December 31, 2008 and 2007, and are stated at fair value. The cost of these securities is $181,797, at December 31, 2008 (2007 - - $181,797) and the net unrealized holding loss of $132,945 at December 31, 2008 (2007 – $89,352) is included in accumulated other comprehensive income (loss) at December 31, 2008. If a loss in value in the available-for-sale securities is considered to be other than temporary, it is recognized in the determination of net income. All unrealized holding losses at December 31, 2008 are on securities that have a fair market value of $48,852 at December 31, 2008. Cost is based on the specific identification method for the individual securities to determine realized gains or losses.

Fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities.  The following table presents information about the Company’s financial assets that have been measured at fair value as of December 31, 2008 and 2007, and indicates the fair value hierarchy of the valuation inputs utilized to determine such fair value.

	Fair Value at December 31,		Quoted Prices in Active Markets
Description	2008		(Level 1)
Assets:
Cash	$	29,247	$	29,247
Available-for-sale securities		48,852		48,852
Assets measured at fair value at December 31, 2008	$	78,099	$	78,099

F 11

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(d) Marketable securities (continued)

	Fair Value at December 31,		Quoted Prices in Active Markets
Description	2007		(Level 1)
Assets:
Cash	$	1,148,702	$	1,148,702
Available-for-sale securities		92,445		92,445
Assets measured at fair value at December 31, 2008	$	1,241,147	$	1,241,147

(e) Equipment

Depreciation is based on the estimated useful lives of the assets and is computed using the straight-line method.  Equipment is recorded at cost.  Depreciation is provided over the following useful lives:

Vehicles	10 years
Office equipment, furniture and fixtures	2 to 5 years

(f) Mineral Properties and Exploration Expenses

The Company accounts for its mineral properties on a cost basis whereby all direct costs, net of pre-production revenue, relative to the acquisition of the properties are capitalized.  All sales and option proceeds received are first credited against the costs of the related property, with any excess credited to earnings. Once commercial production has commenced, the net costs of the applicable property will be charged to operations using the unit-of-production method based on estimated proven and probable recoverable reserves. The net costs related to abandoned properties are charged to operations.

Exploration costs are charged to operations as incurred until such time that proven reserves are discovered. From that time forward, the Company will capitalize all costs to the extent that future cash flow from mineral reserves equals or exceeds the costs deferred. Exploration activities conducted jointly with others are reflected at the Company's proportionate interest in such activities.

The Company reviews the carrying values of its mineral properties on a regular basis by reference to the project economics including the timing of the exploration and/or development work, the work programs and the exploration results experienced by the Company and others. The review of the carrying value of any producing property will be made by reference to the estimated future operating results and net cash flows. When the carrying value of a property exceeds its estimated net recoverable amount, provision is made for the decline in value. The deferred costs will be amortized over the recoverable reserves when a property reaches commercial production. As of December 31, 2008 and 2007, the Company did not have proven reserves.

F 12

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(f) Mineral Properties and Exploration Expenses (continued)

The recoverability of the amounts shown for mineral properties is dependent on the confirmation of economically recoverable reserves, confirmation of the Company’s interest in the underlying mineral claims, the ability of the Company to obtain the necessary financing to successfully complete their development and the attainment of future profitable operations or proceeds from disposition.

Estimated costs related to site restoration programs during the commercial development stage of the property are accrued over the life of the project.

(g) Share-Based Payment

The Company accounts for share-based payments under the fair value method of accounting for stock-based compensation consistent with GAAP.

Under the fair value recognition provisions of this statement, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense on a straight-line basis over the requisite service period, which is generally the vesting period.

(h) Foreign Currency Translations and Transactions

The Company's reporting currency is the U.S. Dollar.  Dostyk LLP is a foreign operation and its functional currency is the Kazakhstan Tenge (Tenge). Certain contractual obligations in these consolidated financial statements are stated in Kazakhstan Tenges. The Kazakhstan Tenge to U.S. dollar exchange rate at December 31, 2008 was U.S. $0.00836 to 1 Tenge.

The Company translates foreign assets and liabilities of its subsidiaries, other than those denominated in U.S. dollars, at the rate of exchange at the balance sheet date. Income and Expenses are translated at the average rate of exchange throughout the year. Gains or losses from these translations are reported as a separate component of other comprehensive income (loss) until all or a part of the investment in the subsidiaries is sold or liquidated. The translation adjustments do not recognize the effect of income tax because the Company expects to reinvest the amounts indefinitely in operations.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the local functional currency are included in interest, bank charges, and foreign exchange loss in the consolidated statements of operations and were not material in 2008 or 2007 or in the cumulative period ending December 31, 2008.

(i) Concentration of Credit Risk

The Company places its cash with high credit quality financial institutions in Canada. The Company did not have funds deposited in banks beyond the insured limits as of December 31, 2008 but did as of December 31, 2007.

F 13

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(j) Long-Lived Assets Impairment

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable, in accordance with GAAP.  An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition.

The amount of the impairment loss to be recorded is calculated by the excess of the asset's carrying value over its fair value.  Fair value is generally determined using a discounted cash flow analysis. The Company has not recognized any impairment losses through December 31, 2008.

(k) Comprehensive income

The Company has adopted, Reporting Comprehensive Income, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Consolidated Statements of Stockholders’ Equity (Deficiency). Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners.

	Year Ended
Components of comprehensive income (loss)	December 31			December 31
	2008			2007
	$			$
Net income (loss) for the period		(3,482,650	)		(1,909,808	)
Foreign currency translation adjustments		18,746			8,101
Unrealized losses on available-for-sale securities		(43,593	)		(73,864	)
Total comprehensive income (loss)		(3,507,497	)		(1,975,571	)

(l) Fair Value of Financial Instruments and Risks

Fair value estimates of financial instruments are made at a specific point in time, based on relevant information about financial markets and specific financial instruments.  As these estimates are subjective in nature, involving uncertainties and matters of significant judgment, they cannot be determined with precision.  Changes in assumptions can significantly affect estimated fair value.

The carrying value of cash, accounts payable and accrued expenses, and accounts payable – related parties approximate their fair value because of the short-term nature of these instruments. Available for sale securities are recorded at the current market value.

Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

The Company operates outside of the United States of America (primarily in Kazakhstan) and is exposed to foreign currency risk due to the fluctuation between the currency in which the Company operates in and the U.S. dollar.

F 14

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(m) Income Taxes

The Company has adopted ASC 740, Accounting for Income Taxes, which requires the Company to recognize deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company's financial statements or tax returns using the liability method.  Under this method, deferred tax liabilities and assets are determined based on the differences between the financial statement carry amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse.

In July 2006, the Financial Accounting Standards Board (“FASB”) issued an interpretation which clarifies the accounting for uncertainty in income taxes recognized in a company’s financial statements in accordance with GAAP.  This interpretation prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken in a tax return.  It also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.

Recognition criterion to a tax position is effective for fiscal years beginning after December 15, 2006.  The adoption of this interpretation did not have a material impact on the Company’s results of operations or financial position.  As such, the Company has not recorded any liabilities for uncertain tax positions or any related interest and penalties.  The Company’s tax returns are open to audit for the years ending December 31, 2004 to 2008.

(n) Earnings (Loss) Per Share

Earnings (loss) per share is computed by dividing net income or loss available to common stockholders by the weighted average number of common shares outstanding during the year including common stock issued effective the date committed. Diluted loss per common share is computed by dividing net loss by the sum of (a) the basic weighted average number of shares of common stock outstanding during the period and (b) additional shares that would have been issued and potentially dilutive securities and is equivalent to basic loss per share for 2008 and 2007 because potentially dilutive securities were anti-dilutive due to the net losses incurred in each year. Potentially dilutive securities outstanding consist of 0 stock options for 2008 (2007 – 800,000) and 0 warrants for 2008 (2007 – 8,000,000).

(o) New Accounting Pronouncements

In June 2007, the Emerging Issues Task Force of the FASB issued, Accounting for Nonrefundable Advance Payments for Goods or Services to be Used in Future Research and Development Activities, which is effective for fiscal years beginning after December 15, 2007. This requires that nonrefundable advance payments for future research and development activities be deferred and capitalized. Such amounts will be recognized as an expense as the goods are delivered or the related services are performed. The Company does not expect the adoption to have a material impact on its financial results.

In December 2007, the Emerging Issues Task Force of the FASB issued, Accounting for Collaborative Arrangements, which is effective for fiscal years beginning after December 15, 2008. This provides income statement classification and related disclosure guidance for participants in a collaborative arrangement. The Company does not expect the adoption to have a material impact on its financial results.

F 15

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

2. Significant Accounting Policies   (continued)

(o) New Accounting Pronouncements (continued)

In December 2007, the FASB issued, Noncontrolling Interests in Consolidated Financial Statements, which amends Accounting Research Bulletin No. 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. Noncontrolling Interests in Consolidated Financial Statements is effective for the Company’s fiscal year beginning January 1, 2009. The Company does not expect the adoption to have a material impact on its financial results.

In December 2007, the FASB issued, Business Combinations, which establishes principles and requirements for recognizing and measuring identifiable assets and goodwill acquired, liabilities assumed, and any noncontrolling interest in an acquisition, at their fair value as of the acquisition date. This is effective for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. This standard will change the Company’s accounting treatment for business combinations on a prospective basis.

3 Available-for-sale securities

			Gross		Gross			Net Accumulated
			Unrealized		Unrealized			Unrecognized			Market
	Cost		Gains		(Losses)			Gains (Losses)			Value
	$		$		$			$			$
December 31, 2006, equity securities		181,797		36,504		(51,992	)		(15,488	)		166,309
Change during the year		-		-		(73,864	)		(73,864	)		(73,864	)
December 31, 2007, equity securities		181,797		36,504		(125,856	)		(89,352	)		92,445
Change during the year		-		9,821		(53,414	)		(43,593	)		(43,593	)
December 31, 2008, equity securities		181,797		46,325		(179,270	)		(132,945	)		48,852

4.  Mineral Properties and Exploration Expenses

The Company, through its wholly owned subsidiary Dostyk LLP, holds the Maykubinsk exploration and mining license located in the Pavlodar Oblast Region of Kazakhstan and holds an interest in two mineral exploration licenses located in the Tomsk Oblast Region, of the Russian Federation.

HaldeyGold Project – Russian Federation

On August 30, 2004, the Company signed a Joint Activity Agreement with OOO Science Industrial Corporation Geosphera ("Geosphera"), a company registered in Russia, to form a partnership to explore the Haldeevskaya license located in the Tomsk district of the Tomsk region of the Russian Federation, 25 km east of the city of Tomsk.  Geosphera will earn a 51% interest in the partnership by contributing the license for the Haldeevskaya area and the geological data.  The license and the geological data have been valued at US$52,000.  The terms of the agreement provided that the Company was to earn a 49% interest in the partnership by paying US$50,000.  However, the Company increased its interest in the partnership to 80% (Geosphera - 20%) by funding US$350,000 of exploration expenditures on the licensed property in 2004. Geosphera is the manager of the project.

F 16

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

4.  Mineral Properties and Exploration Expenses (continued)

HaldeyGold Project – Russian Federation (continued)

Pursuant to the terms of the Joint Activity Agreement, and for the purpose of conducting further financing and exploration work, a company, HaldeyGold Ltd. (“HaldeyGold”), was registered with the Ministry of the Russian Federation for Taxes and Levies on January 19, 2005. The Haldeevskaya mineral exploration license along with all relevant geological data was transferred by the partnership to HaldeyGold on March 16, 2005. The Company has an 80% (Geosphera 20%) interest in HaldeyGold.

On April 22, 2005, December 31, 2005, July 7, 2006 and December 29, 2006 the Company and Geosphera agreed to amend the Haldeevskaya Joint Activity Agreement dated August 30, 2004 resulting in a revision of the 2006 exploration expenditure commitment from $460,000 to $289,743 and the 2005 exploration expenditure commitment from $300,000 to $250,000. The Company also agreed to fund $400,000 toward the 2007 HaldeyGold exploration budget. No funds were spent on the HaldeyGold project in 2007 and 2008.

Consistent with the Company’s accounting policies, exploration costs on unproven reserves are charged to operating costs as incurred.

The Company’s investment in the HaldeyGold partnership interest for the period January 13, 1989 (inception to December 31, 2008 is as follows: Capital invested - - $986,862, Exploration expenses incurred - $796,261, write-down of investment in partnership interest - $190,601.

Direct exploration costs on the Haldeevskaya mineral exploration license area located in the Tomsk Oblast region of the Russian Federation totalled $0, during the year ended December 31, 2008 (2007 - $0).

Tugojakovks Project

On June 17, 2005, as amended December 31, 2005, July 7, 2006 and December 29, 2006, the Company signed a Joint Activity Agreement to form a partnership to explore the Tugojakovsk Project, located in the Tomsk Oblast Region of the Russian Federation.  Under the terms of the agreement: (1) the Company acquired an 80% share of the project in exchange for contributing $126,440 in 2005; and (2) the Company was committed to finance the project in 2006 by providing $329,375 in accordance with an approved budget. The Company was committed to finance the project in 2007 by providing $400,000 in accordance with an approved budget. Geosphera’s ownership interest cannot be reduced below 20%. Geosphera will contribute the license for Tugojakovsk and all geological information on this subsoil area which is owned by Geosphera, as well as professional knowledge, skills and business contacts.

Pursuant to the terms of the Joint Activity Agreement, a company will be registered in the Russian Federation in order to conduct further financing and exploration work on the Tugojakovsk license area. Once the joint venture company is registered with the Ministry of the Russian Federation for Taxes and Levies, the Partnership will transfer the Tugojakovsk mineral exploration license along with all relevant geological data to the new joint venture company. The Company will have an 80% (Geosphera 20%) interest in the new company.  As of the date of these consolidated financial statements the new company has not yet been registered.

Exploration costs on the Tugojakovsk mineral exploration license area located in the Tomsk Oblast region of the Russian Federation totalled $0 during the year ended December 31, 2008 (2007 - $0).

The Company’s investment in the Tugojakovks project for the period January 13, 1989 (inception to December 31, 2008 is as follows: Capital invested - $453,821, Exploration expenses incurred - $453,821.

F 17

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

4. Mineral Properties and Exploration Expenses (continued)

Dostyk LLP - Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan

In January 2007, the Company entered in an agreement with Eureka Mining PLC, a company registered in the United Kingdom, to acquire an ownership interest in the Dostyk Limited Liability Partnership, (the “Partnership” or "Dostyk"). The Partnership holds the exploration rights to explore 14,000 square kilometers in the Maykubensk area in the Pavodar Oblast of the Republic of Kazakhstan for precious and base metals.

Under the terms of the agreement with Eureka Mining PLC, the Company acquired a 51% interest in the Partnership by paying US $300,000 (paid January 25, 2007) into the charter capital of the Partnership. The acquisition is accounted for using purchase accounting. As a result of the purchase, the Company acquired control of Dostyk and consolidated the financial results of Dostyk including consideration of a non-controlling interest. In June 2007, the Company increased its ownership in the Partnership from 51% to 71% by contributing a further US $700,000 (paid June 13, 2007) to the Partnership’s charter capital. On September 14, 2007, the Company increased its ownership interest in the Partnership from 71% to 90% by contributing a further US $1,000,000 to the Partnership’s charter capital. In February 2008 the Company increased its ownership in the Partnership from 90% to 100% by paying US $400,000 (paid February 13, 2008) to the owners of the Partnership.

The Company’s results of operations include Dostyk’s results of operations since the date of acquisition. Pro forma results for the pre-consolidation period are not presented as they are not materially different from the Company’s historical consolidated financial statements.

As of December 31, 2007, the Company held a 90% interest in Dostyk. The aggregate cost of the acquisition through December 31, 2007 was $2,000,000. The following represents a summary of the assets acquired and the liabilities assumed during the year. Assets and liabilities at the dates of acquisition have been translated from Dostyk’s functional currency, the Kazakhstan Tenge (“Tenge”). The average effective exchange rate used was US$ 0.008462 to 1 Tenge.

Cash	$	1,040,115
Prepaids and other assets		39,540
Mineral properties		2,676,096
Equipment		119,341
Accounts payable and accrued expenses		(46,806	)
Long-term debt		(1,168,818	)
Minority interest		(659,468	)
Purchase price paid in 2007	$	2,000,000

During the three month period ended March 31, 2008, the Company acquired an additional 10% interest in Dostyk for a purchase price of US$400,000. At that date, the balance of non-controlling interest was in excess of the purchase price by $166,499. This amount was credited against the capitalized balance in mineral properties. As of that date, the Company owned 100% of Dostyk.

The 2008 acquisition of the remaining 10% interest in Dostyk was accounted for using the purchase method. The aggregate allocation of purchase price to mineral properties was $2,509,597.

During January 2010, subject to shareholder approval, the Company agreed to sell its ownership interest in its Kazakhstan subsidiary to a third party for $1,500,000 and other consideration.  The total value of the potential consideration to be received has not been determined.  The only significant asset owned by the subsidiary is the mineral exploration license described in these financial statements.  Management continues to believe that the value of the mineral property owned by the subsidiary has not been impaired, however an agreement for the sale of the subsidiary for less than its carrying value of $2,509,597 as of January 2010, would be an indication of impairment and result in the Company recording a loss on the sale.

F 18

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

5. Equipment

	December 31			December 31
	2008			2007
	$			$
Vehicles		89,982			67,359
Machinery and equipment		49,117			48,219
Other fixed assets		27,362			11,141
		166,461			126,719
Accumulated depreciation		(30,717	)		(11,010	)
		135,744			115,709

The majority of equipment held at December 31, 2008 and 2007 is located in Kazakhstan.

6.  Long-term Debt

The Company’s subsidiary Dostyk had a loan payable to Eureka Mining PLC. The loan is unsecured, non- interest bearing with repayment to begin when the Company shall begin to generate profit as a direct or non direct result of exploration. On March 15, 2007, the Company and Eureka signed an Assignment Agreement under which the Company assumed responsibility for repayment of all amounts due under the loan. The Company does not expect to generate funds from Dostyk’s operations during the next five years to make any principal repayments on the loan. No repayment of principal, interest and default interest has been made under the Agreement. The loan balance at December 31, 2008 is $772,642 (2007 - $1,166,056).

7. Share Purchase Warrants

A summary of the Company’s warrants outstanding at December 31, 2008 and December 31, 2007 and changes during years ended December 31, 2008 is presented below:

	Number of warrants to Purchase shares			Weighted Average Exercise Price
Balance, December 31, 2006		8,000,000		$	0.713
Warrants granted in 2007		-			-
Balance, December 31, 2007		8,000,000		$	0.713
Warrants expire in 2008		(8,000,000	)	$	0.713
Balance, December 31, 2008		-			-

1. Each warrant entitling the holder to purchase one additional common share of the Company at a price of US $0.675 per share for a period of one year from the May 12, 2006, closing date of the placement, and at a price of US $0.75 per share for a period of one year commencing on the first anniversary of the Closing Date.

F 19

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

7. Share Purchase Warrants (continued)

2. Each warrant entitling the holder to purchase one additional common share of the Company at a price of US $0.675 per share for a period of one year from the May 26, 2005, closing date of the placement, and at a price of US $0.75 per share for a period of one year commencing on the first anniversary of the Closing Date

8. Stock Options

Effective December 1, 2006, subject to shareholder approval, the Board of Directors of the Company ratified, approved and adopted a Stock Option Plan (“SOP”) for the Company in order to provide additional incentive for its directors, officers, employees and service providers.  The maximum amount of shares that can be issued under the SOP in any calendar year cannot exceed 20% of the issued and outstanding common shares on a non-diluted basis; to any one optionee within a 12 month period shall not exceed 5% of the of the issued and outstanding common shares on a non-diluted basis; to any one consultant within a 12 month period  shall not exceed 2% in the aggregate of the issued and outstanding common shares on the date of grant on a non-diluted basis; and  to all eligible participants who undertake investor relations activities shall not exceed 2% in the aggregate of the total number of issued and outstanding common shares on the date of grant on a non-diluted basis. The exercise price of each such stock option shall not be less than the fair market value of a share at the time of grant.  The term of the options granted under the plan shall not exceed five years from the date of the grant.

On December 1, 2006, 900,000 stock options were granted to directors at $0.88 per share. The term of these options is two years. The options are exercisable at any time from the grant date up to and including the 30th day of November 2008.  The effectiveness of any option granted prior to the Company obtaining approval of the 2006 incentive Stock Option Plan by its stockholders shall be specifically subject to the Company obtaining such approval; and if such approval is not obtained the options shall be deemed null and void. Expense related to these stock options was recognized in full in 2006.

The following is a summary of stock option activity for the years ended December 31, 2008 and 2007.

Options outstanding
				Weighted average		Weighted average		Aggregate
	Number of			exercise price		remaining contractual		Intrinsic
	Options			per share		life (in years)		value
Balance, December 31, 2006		900,000		$	0.88		1.92		-
Balance, December 31, 2007		900,000			0.88		0.92		-
Options expired		(900,000	)		0.88		-		-
Balance, December 31, 2008		-		$	-		-		-

There were no stock options granted during 2008 and 2007.

The aggregate intrinsic value in the table above represents the total pretax intrinsic value for all “in-the-money” options (i.e., the difference between the Company’s closing stock price on the last trading day of 2008 and 2007 and the exercise price, multiplied by the number of shares) that would have been received by the option holders had all option holders exercised their options on December 31, 2008 and 2007.

F 20

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

9. Related Party Transactions

Related party transactions not disclosed elsewhere in these consolidated financial statements:

a. During the fiscal year 2008, consulting fees of $242,013 (2007 – $184,800) were paid to directors of the Company and its subsidiary. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

b. Due to related party, as at December 31, 2008 represents amounts due to directors of the Company for consulting fees and/or various expenses incurred on behalf of the Company. All amounts owing to related parties are unsecured, non-interest bearing and have no fixed terms of repayment.

10. Non-Cash Investing and Financing Activities

In January 2008, the Company issued 300,000 shares of common stock of the Company valued at $114,000 to a director of the Company as consideration for arranging the property acquisition in Kazakhstan.

In June 2007, Company issued 200,000 shares of common stock of the Company valued at $96,000 to a consultant of the Company as consideration for arranging the property acquisition in Kazakhstan.

11.  Income Taxes

The Company and its subsidiary operate in several tax jurisdictions, and its income is subject to various rates of taxation. As of December 31, 2008 the Company has net losses for tax purposes in the United States and Kazakhstan totaling approximately $5,900,000 and $3,100,000, respectively, which may be applied against future taxable income.  Accordingly, there is no tax expense for the years ended December 31, 2008 and 2007.  The potential tax benefits arising from these losses have not been recorded in the consolidated financial statements as a full valuation allowance has been recorded against them. The Company evaluates its valuation allowance requirements on an annual basis based on projected future operations. When circumstances change and this causes a change in management's judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.

Utilization of the Company's federal net operating loss carryforwards may be limited in any one year if an ownership change, as defined in Section 382 of the Internal Revenue Code, has occurred.

In Kazakhstan, the Company recorded a full valuation allowance against the net operating losses because the Company does not believe they will utilize the credits prior to the expiration of the statutory carry-forward period beginning in 2010.

F 21

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

11.  Income Taxes (continued)

A reconciliation of the provision (benefit) for income taxes with amounts determined by applying the statutory U.S. federal, foreign and state income tax rates to income before income taxes is as follows:	Year Ended			Year Ended
	December 31, 2008			December 31, 2007
Net loss before taxes US		(1,613,390	)		(778,333	)
Net loss before taxes foreign		(1,869,260	)		(1,262,213	)
Federal and State Statutory Rate		0.395			0.395
Foreign Rate		0.20			0.20
Expected tax recovery US		(637,289	)		(307,441	)
Expected tax recovery Foreign		(373,852	)		(252,443	)
(Decrease) increase in taxes resulting from:
Increase in valuation allowance		1,011,141			559,884
Income tax expense (benefit) from continuing operations	$	-		$	-
Effective income tax rate		0	%		0	%
The Company's tax effected deferred tax assets are as follows:		2008			2007
Loss carry forward		4,118,776			2,369,277
Valuation allowance		(4,118,776	)		(2,369,277	)

The reconciliation of income tax computed at the federal statutory rate to income tax expense is as follows:
	Year Ended			Year Ended
	December 31, 2008			December 31, 2007
Federal income tax provision at statutory rate		34.0	%		34.0	%
State income tax provision at statutory rate, net of federal income tax effect		5.5			5.5
Less valuation allowance		-39.5	%		-39.5	%
Total income tax expense	$	-		$	-

F 22

Cigma Metals Corporation

Notes to the Consolidated Financial Statements

December 31, 2008 and 2007

12.  Augustus Minerals Limited

On June 29, 2007, the Company entered into an agreement (the Dostyk Agreement”) with Augustus Minerals Limited (“Augustus”) to sell a 19% interest in the Company’s Dostyk Project in Kazakhstan for US $1,000,000. Pursuant to the agreement, the Company received $1,000,000 from Augustus in October 2007.

As of October 2008, the Company had not transferred its 19% interest to Augustus.  At that date, the Company and Augustus agreed to a release of the terms of the Dostyk Agreement and a settlement under which the Company agreed to repay the $1,000,000 it received from Augustus, plus an additional amount of $500,000, for a total obligation of $1.5 million.  The Company expensed the additional $500,000 at the date of the settlement agreement and included the liability in accounts payable and accrued expenses as of December 31, 2008.

Under the terms of the settlement, the Company agreed to pay the $1.5 million in the following tranches:

(a) US $100,000 payable within 14 days of the agreement (paid on or about November 5, 2008);

(b) US $400,000 payable within 45 days of the date of the Agreement (paid on or about December 19, 2008), and

(c) US $1,000,000 payable on or before December 31, 2008.

As of December 31, 2008, $1 million due under this agreement remained unpaid.  The term for repayment was extended to March 31, 2009 in consideration of the Company agreeing to pay interest on the unpaid balance at the rate of $5,000 per month beginning on January 1, 2009.  In August, he Company made payments of $50,000 representing interest accrued to that date, and $150,000 toward the principal amount due.  At present, $850,000 of principal remains unpaid.

F 23

Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There have been no disagreements with our Accountants concerning accounting or financial disclosure.

ITEM 9A CONTROLS AND PROCEEDURES

Attached as exhibits to this Annual Report on Form 10-K are certifications of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), which are required pursuant to Rule 13a-14 of the Exchange Act. This “Controls and Procedures” section of this Annual Report on Form 10-K includes information concerning the controls and controls evaluation referenced in the certifications. This section of the Annual Report on Form 10-K should be read in conjunction with the certifications for a more complete understanding of the matters presented.

 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Securities Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Evaluation of disclosure controls and procedures

We evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2008. Disclosure controls and procedures are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including the CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

Based on the evaluation, our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, subject to the inherent limitations noted below, as of December 31, 2008, our disclosure controls and procedures were not effective due to the existence of several material weaknesses in our internal control over financial reporting, as discussed below.

Management’s annual report on internal control over financial reporting

Management is responsible for establishing and maintaining internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our management evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our internal control over financial reporting as of December 31, 2008.

Based on its evaluation under the framework in Internal Control—Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission, our management concluded that our internal control over financial reporting was not effective as of December 31, 2008, due to the existence of significant deficiencies constituting material weaknesses, as described in greater detail below.  A material weakness is a control deficiency, or combination of control deficiencies, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

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This annual report does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s independent registered public accounting firm pursuant to temporary rules of the SEC that permit the Company to provide only management’s report in this annual report.

Limitations on Effectiveness of Controls

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additional controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Material Weaknesses Identified

In connection with the preparation of our consolidated financial statements for the period ended December 31, 2008, certain significant deficiencies in internal control became evident to management that represent material weaknesses, including,

(i) Lack of a sufficient number of independent directors for our board and audit committee.  We currently only have one independent director on our board, which is comprised of 3 directors, and on our audit committee, which is comprised of 3 directors. As a publicly-traded company, we should strive to have a majority of our board of directors be independent.

(ii) Lack of an independent financial expert on our audit committee.  We currently do not have an independent audit committee financial expert on our audit committee as defined by the SEC.  Pursuant to Section 407, we are required to disclose whether we have at least one "audit committee financial expert" on our audit committee in addition to whether the expert is independent of management. Since we do not have an independent audit committee financial expert, we have disclosed this fact; however, it is still the expectation that we obtain a financial expert on our audit committee.

(iii) Insufficient segregation of duties in our finance and accounting functions due to limited personnel.  During the period ended December 31, 2008, we had one person on staff at our executive office and two persons at our Kazakhstan office that performed nearly all aspects of our financial reporting process, including, but not limited to, access to the underlying accounting records and systems, the ability to post and record journal entries and responsibility for the preparation of the financial statements.  This creates certain incompatible duties and a lack of review over the financial reporting process that would likely result in a failure to detect errors in spreadsheets, calculations, or assumptions used to compile the financial statements and related disclosures as filed with the SEC.  These control deficiencies could result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected.

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(iv) There is a lack of sufficient supervision and review by our corporate management of the     accounting functions performed at the Company’s foreign subsidiary in Kazakhstan.

(v) Insufficient corporate governance policies.  Although we have a code of ethics which provides broad guidelines for corporate governance, our corporate governance activities and processes are not always formally documented.  Specifically, decisions made by the board to be carried out by management should be documented and communicated on a timely basis to reduce the likelihood of any misunderstandings regarding key decisions affecting our operations and management.

Plan for Remediation of Material Weaknesses

We intend to take appropriate and reasonable steps to make the necessary improvements to remediate these deficiencies. We intend to consider the results of our remediation efforts and related testing as part of our year-end 2008 assessment of the effectiveness of our internal control over financial reporting.

We have implemented certain remediation measures and are in the process of designing and implementing additional remediation measures for the material weaknesses. Such remediation activities include the following:

• We continue to recruit one or more additional independent board members to join our board of directors.  We continue to recruit at least one additional financial expert to join as an independent board member and as an audit committee member.

• In addition to the foregoing remediation efforts, we will continue to update the documentation of our internal control processes, including formal risk assessment of our financial reporting processes.

Changes in Internal Controls over Financial Reporting

There were no significant changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the most recent fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financing reporting other than as discussed in the following sentence. We have initiated a formal monthly reporting and approval process with our Brazilian operations to ensure timely provision of information effecting our quarterly and annual consolidated financial statements.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the stockholders or until their successors have been elected and qualified.  The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office.  Our directors, executive officers and significant employees, their ages, positions held, and duration as such, are as follows:

33

Name and Address	Age and Position
Agustin Gomez de Segura	Age 53, Officer from 17 April 1998 to 1 July 2008, President,
2 Tvezskaya – Yamskaya 54, Moscow, Russia	CEO and Director since 1 July 2008
Waldemar K. Mueller	Age 58, Director since 15 March 2004.
40 Ruffian Loop, Willetton, Western Australia, Australia 6155
Lars M. Pearl	Age 46, President, CEO and Director from 15 March 2004 to 1 July 2008
Hofnerstrasse 13, 6314 Unterageri, Switzerland

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee, indicating the principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Our officers and director will serve until the next annual meeting of the shareholders or until his death, resignation, retirement, removal, or disqualification, or until his successors have been elected. Vacancies in the existing Board of Directors are filled by majority vote of the remaining directors. Our officer serves at the will of the Board of Directors.  There are no family relationships between any executive officer or director.  No officer or director of our company has, during the past five years, been named or involved in any bankruptcy proceedings, criminal proceedings, securities or banking regulatory enforcement action or federal or state securities or commodities law enforcement proceeding.

Agustin Gomez de Segura, Director of Delta Capital, an investment company in Lichtenstein from April 1999 to present, Director and President of Eurasia Gold Fields Inc from November 1997 to present, Director and President of Soil Biogenics Limited from July 2003 to present.

Waldemar Mueller, Geologist, Chairman and Managing Director of Kiintas Mining Management PTY Ltd from 1998 to present, Vice President of Exploration Lalo Ventures, Canada from January to November 2004, Director of Central Asia Resources, Western Australia from March 2006 to present.

Lars M. Pearl, Contact Resources Limited, Western Australia, technical consultant (2005 to 2006); self employed as a geological consultant from 1994 to present.

There are no family relationships between any of the directors or executive officers. No director or executive officer has been involved in legal proceedings during the past five years that are material to an evaluation of the ability or integrity of any director or executive officer.

Involvement in Certain Legal Proceedings

During the past five years none of our directors, executive officers, promoters or control persons has been:

(a) the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

34

(b) convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

(c) subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

(d) found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Compliance with Section 16(a) Beneficial Ownership Reporting Compliance, of the Exchange Act of 1934

Based on information provided to the Company, it is believed that all of the Company’s directors, executive officers and persons who own more than 10% of the Company’s common stock were in compliance with Section 16(a) of the Exchange Act of 1934 during the last fiscal year. During the year ended December 31, 2008, all of the Company’s directors, executive officers and Company’s common stock were in compliance with section 16(a) of the Exchange Act of 1934.

Directors

Our Board of directors consists of three members. Directors serve for a term of one year and stand for election at our annual meeting of stockholders. Pursuant to our Bylaws, any vacancy occurring in the Board of directors, including a vacancy created by an increase in the number of directors, may be filled by the stockholders or by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of directors. A director elected to fill a vacancy shall hold office only until the next election of directors by the stockholders. If there are no remaining directors, the vacancy shall be filled by the stockholders.

At a meeting of stockholders, any director or the entire Board of directors may be removed, with or without cause, provided the notice of the meeting states that one of the purposes of the meeting is the removal of the director. A director may be removed only if the number of votes cast to remove him exceeds the number of votes cast against removal.

Committees

During the years ended December 31, 2008 and 2007 and the subsequent period to December 26, 2009 our entire board of directors acted as our Executive, Audit, Compensation and Benefits and Nominating and Corporate Governance Committees. Waldemar K Mueller is the independent member of the committees.

Compensation of Directors

During the fiscal year 2008 we paid Consulting Fees of $212,013 (2007 - $184,800) to directors of the Company and its subsidiary for their services as officers of the Company (see the Executive Compensation table on page 38. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

Standard Arrangements

We do not pay a fee to our outside, non-officer directors. We reimburse our directors for reasonable expenses incurred by them in attending meetings of the Board of Directors. During the year ended December 31, 2008, we paid non-officer directors $0 (2007 - $0, 2006 - $0) in consulting fees.

35

Board and Committee Meetings

The Board of Directors of the Registrant held no formal meetings during the year ended December 31, 2008.  All proceedings of the Board of Directors were conducted by resolutions consented to in writing by all the directors and filed with the minutes of the proceedings of the directors.  Such resolutions consented to in writing by the directors entitled to vote on that resolution at a meeting of the directors are, according to the Delaware General Corporate Law and the By-laws of the Registrant, as valid and effective as if they had been passed at a meeting of the directors duly called and held.

For the year ended December 31, 2008 our only standing committee of the Board of Directors was our audit committee.

Audit Committee

Currently our audit committee consists of our entire Board of Directors.  We currently do not have nominating, compensation committees or committees performing similar functions.  There has not been any defined policy or procedure requirements for shareholders to submit recommendations or nomination for directors.

During fiscal 2008/2009, there were informal meetings held by this Committee.  The business of the Audit Committee was conducted by resolutions consented to in writing by all the members and filed with the minutes of the proceedings of the Audit Committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 401(e) of Regulation S-B, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting.  In addition, we believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date.

Corporate Governance Principles / Code of Ethics

Effective in 2004, our Company's board of directors adopted Corporate Governance Principles / Code of Business Conduct and Ethics that applies to, among other persons, all Officers, Directors, Employees and consultants of the company and its affiliates

Our Code of Business Conduct and Ethics requires, among other things, that all of our company's Senior Officers commit to timely, accurate and consistent disclosure of information; that they maintain confidential information; and that they act with honesty and integrity.

In addition, our Code of Business Conduct and Ethics emphasizes that all employees, and particularly Senior Officers, have a responsibility for maintaining financial integrity within our company, consistent with generally accepted accounting principles, and federal and state securities laws.  Any Senior Officer, who becomes aware of any incidents involving financial or accounting manipulation or other irregularities, whether by witnessing the incident or being told of it, must report it to our company.  Any failure to report such inappropriate or irregular conduct of others is to be treated as a severe disciplinary matter. It is against our company policy to retaliate against any individual who reports in good faith the violation or potential violation of our company's Code of Business Conduct and Ethics by another.

36

Our Code of Business Conduct and Ethics was filed with the Securities and Exchange Commission as Exhibit 99.1 on Form 10-K filed on November 4, 2004 (SEC File No. 000-27355-041117794).  We will provide a copy of the Code of Business Conduct and Ethics to any person without charge, upon request.  Requests can be sent to:  Cigma Metals Corporation 18, 80 Furmanova Str, Almaty, Republic of Kazakhstan.

Item 11. Executive Compensation

The following table sets forth information concerning the compensation of the named executive officers for each of the registrant's last two completed fiscal years:

		Annual Compensation			Long-Term Compensation
					Awards			Payments
Name And Principal Position	Year	Salary	Bonuses	Other Annual Compen-sation	Restricted Stock Award(s)	Securities Under-Lying Options/SARs		LTIP Payouts	Allother Compen-sation
		($)	($)	($)	($)	(#	)	($)	($)
(a)	(b)	(c)	(d)	(e)	(f)	(g)		(h)	(i)
Lars M. Pearl	2008	92,013	-0-	-0-	None	None		None	-0-
President, CEO and	2007	79,800	-0-	-0-	None	None		None	-0-
Director until 1 July 2008	2006	74,500	-0-	-0-	None	600,000		None	-0-
Agustin Gomez de Segura	2008	30,000	-0-	-0-	None	None		None	-0-
President, CEO and Director since 1 July 2008	2007	-0-	-0-	-0-	None	None		None	-0-
Waldemar K Muller	2008	120,000	-0-	-0-	None	None		None	-0-
Vice-President, and	2007	105,000	-0-	-0-	None	None		None	-0-
Director	2006	84,000	-0-	-0-	None	200,000		None	-0-

None of our officers or directors is a party to an employment agreement with us.

Options/SAR Grants Table

We awarded no stock purchase options, or any other rights, to any of our directors or officers during the current 2008 fiscal year. On December 1, 2006, 900,000 stock purchase options were granted to directors at $0.88 per share.

37

A summary of the options granted is as follows:

Optionee	Number of Shares Subject to Option	Exercise Price	Expiry Date
Lars Pearl	600,000	$0.88 per share	November 30, 2008
Waldemar K. Mueller	200,000	$0.88 per share	November 30, 2008
Total:	800,000

Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

At December 31, 2008 we had 0 stock purchase options outstanding. We had stock purchase options of 800,000 outstanding at December 31, 2007 and 900,000 outstanding options at December 31, 2006.

At no time during the last completed fiscal year did we, while a reporting company pursuant to Section 13(a) of 15(d) of the Exchange Act, adjust or amend the exercise price of the stock options or SARs previously awarded to any of the named executive officers, whether through amendment, cancellation or replacement grants, or any other means.

Long-Term Incentive Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers, except that our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Compensation of Directors

We reimburse our directors for reasonable travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.  Our board of directors may award special remuneration to any director undertaking any special services on our behalf other than services ordinarily required of a director.  No director received and/or accrued any compensation for their services as a director, including committee participation and/or special assignments. Incurred in connection with attending board meetings in the year ended December 31, 2008.

Employment Contracts

During the fiscal year 2008, consulting fees of $212,013 (2007 - $184,800) were paid to directors of the Company and its subsidiary for their services as officers of the Company. The transactions were recorded at the exchange amount, being the value established and agreed to by the related parties.

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.  Our directors and executive officers may receive stock options at the discretion of our board of directors.  We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors.

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We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control, where the value of such compensation exceeds $60,000 per executive officer.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information regarding the beneficial ownership of our common stock as of December 31, 2008 by (i) each person who is known by us to own beneficially more than five percent (5%) of our outstanding common stock; (ii) each of the our directors and officers; and (iii) all of our directors and officers as a group.  As at December 31, 2008 there were 48,100,000 shares of common stock issued and outstanding.

Name and Address of	Amount and Nature of Beneficial Owner		Percentage of Class
Beneficial Owner
Carrington International Limited		4,300,000		8.9	%
Suite 2402, Bank of America Tower,
12 Harcourt Road, Hong Kong
Geoconsult Ltd.		3,500,000		7.3	%
1876 Hutson St. Po Box 214
Belize City, Belize
Officers and Directors:
Waldemar K. Mueller   (1)		300,000		0.6	%
40 Ruffian Loop, Willetton, Western Australia, Australia 6155
Agustin Gomez de Segura   (1)		265,000		0.6	%
2 Tvezskaya – Yamskaya 54, Moscow, Russia
Officers and Directors (3 persons)		2		1.1	%

(1)    Officer and/or director

* Less than 1%.

Changes in Control

There were no arrangements during the last completed fiscal year or subsequent period to December 31, 2008 which would result in a change in control. We do not believe that the offer and sale by us of an aggregate of 8,600,000 shares between January 1, 2007 and December 31, 2008 have resulted in a change of control.

No securities were authorized for issuance under equity compensation plans.

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Item 13. Certain Relationships and Related Transactions and Director Independence

Certain Relationships

Our proposed business raises potential conflicts of interests between some of our officers and directors and the Company. Certain of our directors are directors of other mineral resource companies and, to the extent that such other companies may participate in ventures in which we may participate, our directors may have a conflict of interest in negotiating and concluding terms regarding the extent of such participation.  In the event that such a conflict of interest arises at a meeting of our directors, a director who has such a conflict will abstain from voting for or against the approval of such participation or such terms.  In appropriate cases, we will establish a special committee of independent directors to review a matter in which several directors, or management, may have a conflict.  From time to time, several companies may participate in the acquisition, exploration and development of natural resource properties thereby allowing for their participation in larger programs, involvement in a greater number of programs and reduction of the financial exposure with respect to any one program.  It may also occur that a particular company will assign all or a portion of its interest in a particular program to another of these companies due to the financial position of the company making the assignment.

In determining whether we will participate in a particular program and the interest therein to be acquired by it, the directors will primarily consider the potential benefits to us, the degree of risk to which we may be exposed and its financial position at that time.  Other than as indicated, we have no other procedures or mechanisms to deal with conflicts of interest.  We are not aware of the existence of any conflict of interest as described herein.

Director Independence

Our Company has three members on its board of directors.  We consider a director to be “independent” if that person serves only as a member of our board of directors and is not otherwise employed by our company as an employee, officer or consultant.  Mr. Agustin Gomez de Segura serves as our company’s President, Chief Executive Officer and Chief Financial Officer.  Mr. Waldemar K Mueller is considered the independent director.

Transactions with Related Persons

Other than as disclosed below, during the fiscal year ended December 31, 2008, none of our current directors, officers or principal shareholders, nor any family member of the foregoing, nor, to the best of our information and belief, any of our former directors, senior officers or principal shareholders, nor any family member of such former directors, officers or principal shareholders, has or had any material interest, direct or indirect, in any transaction, or in any proposed transaction which has materially affected or will materially affect us.

There have been no transactions or proposed transactions with officers and directors during the last two years to which we are a party.

Corporate Governance

The Board of Directors has determined that to be considered independent, an outside director may not have a direct or indirect material relationship with the Company. A material relationship is one which impairs or inhibits --or has the potential to impair or inhibit--a director's exercise of critical and disinterested judgment on behalf of the Company and its stockholders. In determining whether a material relationship exists, the Board consults with the Company's counsel to ensure that the Board's determinations are consistent with all relevant securities and other laws, recent relevant cases and regulations regarding the definition of "independent director," including those set forth in NASDAQ Marketplace Rule 4200(a)(15)as in effect from time to time. Consistent with these considerations, the Board affirmatively has determined that as of December 31, 2008 only Waldemar K Mueller is an independent director.

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Item 14. Principal Accountant Fees and Services

Audit Fees:

The aggregate fees billed and expected to be billed for professional services by Peterson Sullivan LLP for the audit of our annual consolidated financial statements and review of consolidated financial statements included in our Form 10-Q (17 CFR 249.308b) or services that were normally provided by the accountant in connection with statutory and regulatory filings or engagements for the 2008 fiscal year are $0 (2007 - $75,309).

Audit-Related Fees:

The aggregate fees billed to us for assurance and related services by Peterson Sullivan LLP that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under audit fees for fiscal 2008 were $0 (2007 - $0).

Tax Fees:

The aggregate fees billed to us for professional services by Peterson Sullivan LLP for tax compliance for fiscal 2008 were $0 (2007 - $5,176).

All Other Fees:

The aggregate fees billed to us for products and services provided by Peterson Sullivan LLP, other than reported under Audit Fees, Audit-Related Fees and Tax Fees for fiscal 2008 were $0 (2007 - $0).

The Audit Committee pre-approves all services provided by our independent auditors.  All of the above services and fees were reviewed and approved by the Audit Committee either before or after the respective services were rendered.

The Audit Committee has considered the nature and amount of fees billed by Peterson Sullivan LLP and believes that the provision of services for activities unrelated to the audit is compatible with maintaining the principal accountant's independence.

PART IV

Item 15. Exhibits, Consolidated Financial Statement Schedules

(1) The following documents are filed as part of this report:

(a) Consolidated Financial Statements:  The following audited consolidated financial statements and report of independent registered public accounting firm are set forth in Part II, Item 8 of this report:

Report of Independent Registered Public Accounting Firm, dated February 17, 2010

Consolidated Balance Sheets as of December 31, 2008 and 2007

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Consolidated Statements of Operations from January 13, 1989 (commencement of operations) to December 31, 2008 and for the years ended December 31, 2008 and 2007

Statements of Stockholders’ Equity (Deficit) for period from January 13, 1989 (commencement of operations) to December 31, 2008

Consolidated Statements of Cash Flows for period from January 13, 1989 (commencement of operations) to December 31, 2008 to and for the years ended December 31, 2008 and 2007

Notes to the Consolidated Financial Statements

(2) Financial statement schedules:  Not Applicable

(3) Exhibit Listing

3.1.1 Certificate of Incorporation, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713). *

3.1.2 Certificate of Amendment to the Certificate of Incorporation, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713). *

3.2.1 By-laws, incorporated by reference to the Form 10-SB12G filed on September 16, 1999 (SEC File No. 000-27355-99712713). *

10.1.1 Haldeevskaya Joint Activity Agreement dated August 30, 2004, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.1.2 Amendment to Haldeevskaya Joint Activity Agreement dated April 22, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.1.3 Amendment to Haldeevskaya Joint Activity Agreement dated December 31, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.1.4 Amendment to Haldeevskaya Joint Activity Agreement dated July 7, 2006, incorporated by reference to the Form 10-QSB filed on August 14, 2006 (SEC File No. 000-27355-061028644). *

10.1.5 Amendment to Haldeevskaya Joint Activity Agreement dated December 31, 2006.

10.2.1 Tugoyakovka Joint Activity Agreement dated June 17, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.2.2 Amendment to Tugoyakovka Joint Activity Agreement dated December 31, 2005, incorporated by reference to the Form 10-KSB filed on June 6, 2006 (SEC File No. 000-27355-06888704). *

10.2.3 Amendment to Tugoyakovka Joint Activity Agreement dated July 7, 2006, incorporated by reference to the Form 10-QSB filed on August 14, 2006 (SEC File No. 000-27355-061028644). *

10.2.4 Amendment to Tugoyakovka Joint Activity Agreement dated December 31, 2006.

31.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

99.1 Corporate Governance Principles, incorporated by reference to the Form 10-KSB filed on November 4, 2004 (SEC File No. 000-27355-041117794). *

*      Previously filed

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			Cigma Metals Corporation
			Registrant
Date:	February 17, 2010	BY:	/s/ Agustin Gomez de Segura
			Agustin Gomez de Segura
			Director
Date:	February 17, 2010	BY:	/s/ Waldemar Mueller
			Waldemar Mueller
			Director

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

			Cigma Metals Corporation
			Registrant
Date:	February 17, 2010	BY:	/s/ Agustin Gomez de Segura
			Agustin Gomez de Segura
			President, Chief Executive Officer,
			Chief Financial Officer and Director
Date:	February 17, 2010	BY:	/s/ Waldemar Mueller
			Waldemar Mueller
			Director

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EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Agustin Gomez de Segura, certify that:

1. I have reviewed this Form 10-K of Cigma Metals Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal controls over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weakness in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial data and information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:	February 17, 2010	BY:	/s/ Agustin Gomez de Segura
			Agustin Gomez de Segura
			President, Chief Executive Officer,
			Chief Financial Officer and Director

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Agustin Gomez de Segura, President and Chief Executive Officer of Cigma Metals Corporation (the “Company”), certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

1. The Annual Report on Form 10-K of the Company for the period ended December 31, 2008 which this certification accompanies fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934: and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:	February 17, 2010	BY:	/s/ Agustin Gomez de Segura
			Agustin Gomez de Segura
			President, Chief Executive Officer,
			Chief Financial Officer and Director

This certification accompanies this Report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.