Chile Mining Technologies Inc.: Form 10-Q - Filed by newsfilecorp.com

10-Q 1 d10q.htm FORM 10-Q Chile Mining Technologies Inc.: Form 10-Q - Filed by newsfilecorp.com

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: September 30, 2010

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File No. 333-168187

CHILE MINING TECHNOLOGIES INC.
(Name of Small Business Issuer in Its Charter)

Nevada	26-1516355
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

Jorge Canning 1410
Ñuñoa, Santiago
Republic of Chile
(Address of principal executive offices)

(56) (02) 813 1087
(Registrant’s telephone number, including area code)

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.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [ ] No [ ]

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

Large accelerated filer [ ]	Accelerated filer [ ]

Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Yes [ ] No [X]

The number of shares outstanding of each of the issuer’s classes of common equity, as of November 18, 2010 is as follows:

Class of Securities	Shares Outstanding
Common Stock, $0.001 par value	9,364,593

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS.	3
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	26
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	38
ITEM 4.	CONTROLS AND PROCEDURES.	38

PART II	OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.	38
ITEM 1A.	RISK FACTORS.	38
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.	39
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.	39
ITEM 4.	(REMOVED AND RESERVED).	39
ITEM 5.	OTHER INFORMATION.	39
ITEM 6.	EXHIBITS.	39

PART I
FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CHILE MINING TECHNOLOGIES INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2010 AND 2009

	Page
Interim Consolidated Financial Statements	3
Interim Consolidated Balance Sheets as at September 30, 2010 and March 31, 2010	4
Interim Consolidated Statement of Operations, deficit and comprehensive loss for the six months ended September 30, 2010 and 2009	5
Interim Consolidated Statement of Cash flows for the six months ended September 30, 2010 and 2009	6
Condensed Consolidated Notes to financial statements	7

CHILE MINING TECHNOLOGIES, INC.
(Formerly Latin America Ventures, Inc)

INTERIM CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2010

(Amounts expressed in US Dollars)

(Unaudited)

CHILE MINING TECHNOLOGIES, INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED BALANCE SHEETS as at September 30, 2010 and March 31, 2010
(Amounts expressed in U.S. Dollars)

		September 30,			March 31,
		2010			2010
					(Audited)
ASSETS

Current
Cash and cash equivalent		2,056,401			-
Accounts receivables		64,684			-
Other receivables	$	602,123		$	70,263
Inventory-raw materials		136,269			-
Goods in transit		-			22,850
		2,859,477			93,113

Deferred Financing Costs (Note 8 (b))		263,057			-
Property plant and equipment (Note 3)		4,999,313			3,188,944

	$	8,121,847		$	3,282,057

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current liabilities
Accounts payable and accrued liabilities	$	778,570		$	1,134,345
Obligation under capital leases		42,376
Promissory notes		-			85,967
Due to related party (Note 5)		786,976			607,873
Convertible Promissory Note (Note 8 (c))		190,000			-

		1,797,922			1,828,185

PROMISSORY NOTES (Note 4)		1,071,996			1,765,338
LONG TERM -OBLIGATION UNDER CAPITAL LEASES		159,326
DERIVATIVE FINANCIAL INSTRUMENTS (Note 8 (a))		2,499,421			-

		5,528,665			3,593,523

REDEEMABLE COMMON STOCK (Note 8 (b))		3,128,605			-
Stockholders’ deficiency
Capital stock (note 6)		9,365			10,715
Contributed surplus (Note 4)		2,271,893			1,404,458
Deficit		(3,543,617	)		(1,842,036	)
Accumulated other comprehensive gain		726,936			115,397

		(535,423	)		(311,466	)

Total liabilities and stockholders’ deficiency	$	8,121,847		$	3,282,057

Commitments (Note 9)
Related Party Transactions (Note 12)

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

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED STATEMENT OF OPERATIONS, DEFICIT AND
COMPREHENSIVE LOSS
(Amounts expressed in U.S. Dollars)

	For the three months ended				For the six months ended
	September 30,				September 30,


	2010		2009		2010		2009
	$		$		$		$

Net sales	64,684				64,684

Cost of sales	43,036				43,036

Gross Profit	21,648				21,648
Operating expenses:
Impairment of mining rights (Note 7)	1,280		1,011		6,920		26,227
Salaries and wages	88,563		15119		225,089		36897
General and administrative	261,723		180,961		622,829		213,438
Professional fees	24,438				527,329
Amortization	89,280		-		164,488
	465,284		197,091		1,546,655		276,562


Operating loss before the undernoted	(443,636	)	(197,091	)	(1,525,007	)	(276,562	)

Other expense-interest	(27,275	)			(27,275	)

Other income (expense)-Derivative Financial Instrument	10,672				10,672

Interest expense relating to initial recognition of long term non-interest bearing loans to related parties (Note 4)	(81,342	)	-		(159,971	)

Net Loss for the period	(541,581	)	(197,091	)	(1,701,581	)	(276,562	)
Foreign exchange translation adjustment for the period	650,855		28,018		611,539		111328


Comprehensive loss for the period	109,274		(169,073	)	(1,090,042	)	(165,234	)

Accumulated other comprehensive gain (loss),

beginning of period	76,081		(49,447	)	115,397		(33,871	)

Foreign exchange translation adjustment for the period	650,855		28,010		611,539		111328
Accumulated other comprehensive gain (loss), end of period	726,936		(21,437	)	726,936		77,457
Weighted average number of common shares outstanding	9,364,593		6,000,000		8,336,418		6,000,000
Loss per share – basic and diluted	(0.06	)	(0.03	)	(0.20	)	(0.05	)

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

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS
(Amounts expressed in U.S. Dollars)

		For the six months ended
		September 30,

		2010			2009

Cash Flows from Operating Activities:
Net loss	$	(1,701,581	)	$	(276,562	)
Impairment of mining rights		6,920			1,011
Amortization		164,488			-
Discount from fair value on initial recognition of long term non-interest bearing loans from related parties		159,971			-
Issue of convertible promissory note for professional fees		190,000			-
Warrant derivative liabilities expensed		62,176			-
Amortization of deferred finance costs		27,275			-
Fair value adjustments related to warrants		(10,672	)		-
Changes in non-cash working capital:
Increase in accounts receivables		(64,684	)		-
Increase in other receivables		(525,931	)		(12,917	)
Increase in goods in transit/Inventory		(88,641	)		-
Increase in capital lease obligation		201,702
Increase (Decrease) in accounts payable and accrued liabilities		(451,490	)		111,107

Net Cash provided (used) by Operating Activities		(2,030,467	)		(177,361	)

Cash Flows from Investing Activities:

Acquisition of mining rights		(6,920	)		(1,011	)
Acquisition of equipment		(1,707,036	)		(1,037,303	)

Net Cash used by Investing Activities		(1,713,956	)		(1,038,314	)

Cash Flows from Financing Activities:
Proceeds (Repayment) of promissory notes		(47,222	)		1,196,779
Due from related party		127,811			13,914
Proceeds from redeemable common stock, net		5,286,190			-

Net Cash Provided By Financing Activities		5,366,779			1,210,693

Effects of foreign currency exchange rate changes		434,045			4,982

Net Increase in Cash		2,056,401			-

Cash and cash equivalent at beginning of the year		-			-

Cash and cash equivalent at end of the year	$	2,056,401		$	-

Supplemental information:
Income tax paid		Nil			Nil
Interest paid		Nil			Nil

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

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

1.	NATURE OF OPERATIONS

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and therefore do not include all information and footnotes necessary for a fair presentation of financial position, results of operations and cash flows in conformity with U.S. generally accepted accounting principles; however, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for a fair statement of the results for the interim periods.

The condensed consolidated financial statements should be read in conjunction with the financial statements and Notes thereto together with management’s discussion and analysis of financial condition and results of operations contained in the Company’s annual report on Form S-1. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments of a normal recurring nature considered necessary to fairly state the financial position of the Company at September 30, 2010 and September 30, 2009, the results of its operations for the three and six month periods ended September 30, 2010 and September 30, 2009, and its cash flows for the three and six month periods ended September 30, 2010 and September 30, 2009. In addition, some of the Company’s statements in this quarterly report on Form 10-Q may be considered forward-looking and involve risks and uncertainties that could significantly impact expected results. The results of operations for the three and six month period ended September 30, 2010 are not necessarily indicative of results to be expected for the full year. The interim consolidated financial statements include the accounts of Chile Mining Technologies, Inc. (the “Company” or “Chile Mining” ), and its subsidiary Minera Licancabur S.A. (“Minera”) (99.99% owned by the Company). All material inter-company accounts and transactions have been eliminated.

Organization

On May 12, 2010, Chile Mining Technologies, Inc (Formerly Latin America Ventures, Inc) entered into and closed a share exchange agreement, or the Share Exchange Agreement, with Minera, a Chilean company, and its shareholders, pursuant to which the Company acquired 99.9% of the issued and outstanding capital stock of Minera in exchange for 6,000,000 shares of common stock, par value $0.001, which constituted 83.33% of the Company’s issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the transactions contemplated by the Share Exchange Agreement and after giving effect to the Cancellation Agreement described below.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

1.	NATURE OF OPERATIONS-Cont’d

The Company’s Chief Executive Officer (“CEO”), who is also one of the former shareholders of Minera, retained one share of Minera, constituting 0.1% of Minera’s issued and outstanding capital stock. The acquisition of Minera was structured to allow the CEO to retain one share of Minera in order to comply with Chilean legal requirements to have at least two record owners of its capital stock. Upon the closing of the Share Exchange Agreement, the CEO entered into a nominee agreement with us pursuant to which he agreed to act as the record holder of such share, but agreed that all other rights to the share, including the right to receive distributions on the share, vote the share and be the beneficial owner of the share, rest in the Company.

As a condition precedent to the consummation of the Share Exchange Agreement, on May 12, 2010, the Company also entered into a cancellation agreement, or the Cancellation Agreement, with Halter Financial Investments, LP, or HFI, and Mr. Pierre Galoppi, the controlling stockholders, whereby HFI and Mr. Galoppi agreed to the cancellation of an aggregate of 3,600,500 shares of common stock owned by them.

Private Placement Transaction

On May 12, 2010, the Company also completed a private placement transaction with a group of accredited investors. Pursuant to a securities purchase agreement that was entered into with the investors and Minera, or the Securities Purchase Agreement, the Company issued to the investors an aggregate of 2,089,593 shares of common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants, or the Closing Warrants, to purchase up to 1,044,803 shares of our common stock. The Closing Warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date.

Pursuant to the Securities Purchase Agreement, the Company also agreed to certain “make good” provisions. Under the “make good” provisions, the Company issued additional warrants, or the Make Good Warrants, to the investors to purchase up to an aggregate of 2,089,593 shares of its common stock, at an exercise price of $0.01 per share, which will only become exercisable if the company does not meet certain financial performance targets in 2011 and 2012. The “make good” provisions established minimum net income thresholds of $14,382,102 and $15,179,687 for the 2011 and 2012 fiscal years, respectively. If, in a given fiscal year, 90% of the applicable minimum net income threshold is not met, such aggregate number of Make Good Warrants will become exercisable equal to the amount by which the Company’s actual net income is less than the applicable financial target, divided by the financial target, and multiplied by 2,338,130.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

1.	NATURE OF OPERATIONS-Cont’d

In connection with the private placement, the Company also entered into (i) a registration rights agreement, or the Registration Rights Agreement, pursuant to which the Company is obligated to register the shares of common stock issued to investors, including the shares of common stock underlying the warrants, within a pre-defined period and (ii) a closing escrow agreement, or the Closing Escrow Agreement, with Halter Financial Securities, Inc., or HFS, as placement agent, and Securities Transfer Corporation, as escrow agent, for deposit of funds by the investors.

The company also entered into lock-up agreements with each of our directors and officers, or the Lock-Up Agreements, pursuant to which each of them agreed not to transfer any shares of capital stock held directly or indirectly by them for a one year period following the effective date of a registration statement covering the shares issued in connection with the private placement.

Convertible Promissory Note and Make Good Warrant

Halter Financial Group, L.P., or HFG, provided certain advisory services to the Company in connection with the acquisition of Minera and the private placement transaction described above. Pursuant to an advisory agreement that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise Minera with regard to its desire to effect a combination transaction with a U.S. domiciled public shell corporation, (b) help Minera identify suitable investment bank(s) to act as placement agent for its contemplated private placement transactions and (c) counsel management on matters related to the operating a U.S. domiciled public company. Under the terms of the advisory agreement, HFG was entitled to receive a cash payment of $450,000 at the closing of the reverse acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash payment of $260,000 and a promissory note issued by the Company in the principal amount of $190,000 that accrues simple annual interest at a rate of 3%, or the HFG Note. The HFG Note is due and payable on the sooner of the closing of our next equity financing (including the receipt of additional funds by the Company from any subsequent closing of the May 12 private placement) or the 180th day following the date of its issuance. In addition, at any time that the HFG Note remains outstanding, it may be converted at HFG’s option into shares of our common stock at a conversion price of $2.78. At the closing, HFG was also issued a “Make Good” warrant, to purchase up to 985,104 shares of our common stock, or the HFG Make Good Warrant. The terms of the HFG Make Good Warrant are identical to the terms of the Make Good Warrants issued to the investors in the private placement.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

2.	COMPLETION OF ACQUISITION

On May 12, 2010, Chile Mining Technologies, Inc (The “Company”) completed an acquisition of Minera pursuant to the Share Exchange Agreement. The acquisition was accounted for as a recapitalization effected by a share exchange, wherein Minera is considered the acquirer for accounting and financial reporting purposes. The assets and liabilities of the acquired entity have been brought forward at their book value and no goodwill has been recognized.

3.	MACHINERY AND EQUIPMENT

	9/30/2010			3/31/2010
		Accumulated
	Cost	Amortization	Net	Net
	$	$	$	$
Santa Filomena Plant	1,289,017	-	1,289,017	255,814
Ana Maria Plant and equipment	3,819,732	247,302	3,572,430	2,933,130
Combarbala Plant	137,866	-	137,866	-
	5,246,615	247,302	4,999,313	3,188,944

4.	PROMISSORY NOTES

Promissory notes from related parties payable were unsecured and consisted of the following:

			September 30,	March 31,
Company	Interest Rate		2010	2010

Ivan Vergara	Nil	$	187,722	232,097
Jorge Pizarro	Nil		51,152	268,074
Geominco EIRL	Nil		833,122	1,265,167

Total Long Term		$	1,071,996	1,765,338

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

All long term liabilities are valued at fair market value at inception. These long term loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. Fair value was calculated by using the net present value of the loans, at an assumed interest rate of 18%. The amount of the discount, being $1,404,458 ($nil in 2009) was recorded in “Contributed surplus” on the accompanying balance sheet.

During the prior quarter ended June 30, 2010, the promissory note holders forgave $852,225 in debt. The transaction was accounted for as a capital transaction with related parties and the company credited ‘Contributed surplus’ with $852,225.

In addition, the Company credited contributed surplus with $13,835 (refer to Note 8 (c)) and an additional $3,540 on recapitalization of reverse merger, being the excess over par value of the shares issued and outstanding.

The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period. The Company recognized interest expense to amortize discounts on promissory notes to related parties for the six month period ended September 30, 2010 in the amount of $159,971 ($nil in 2009).

5.	DUE TO/FROM RELATED PARTY

As of September 30, 2010, the Company owes Geominco E.I.R.L. $786,976. This advance is unsecured non-interest bearing and due on demand. The Company did not establish a bank account from inception (January 24, 2008) to March 31, 2010 and opened an account only during the period ended September 30, 2010. Thus, all cash transactions reflected in these financial statements prior to opening of the bank account were recorded in the bank accounts of Geominco E.I.R.L.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

6.	CAPITAL STOCK

Authorized

Preferred Stock; $0.001 par value

10,000,000 shares authorized

Common Stock: $0.001 par value

100,000,000 shares authorized

Issued

Preferred Stock: None issued and outstanding

Common Stock:

	Number of
	Shares		Amount
			$
Minera common shares	1,000		10,715
Adjustment for Reverse Takeover	5,999,000		(3,540	)
Chile Mining Common Stock	4,800,500		25
Cancellation of common stock of Chile Mining	(3,600,500	)
Issuance of stock against private placement	2,089,593		2,090
Issuance of stock for credit facility AIBC	75,000		75
Share capital as of September 30, 2010	9,364,593		9,365

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

6.	CAPITAL STOCK-Cont’d

7.	IMPAIRMENT OF MINING RIGHTS

The Company has expensed mining rights, since the Company currently has no formal plan to exploit these mineral rights.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8(a)

DERIVATIVE FINANCIAL INSTRUMENTS

Derivative financial instruments, as defined in FASB Accounting Standards Codification (“ASC”) 815-10-15-83 Derivatives and Hedging, consist of financial instruments or other contracts that contain a notional amount and one or more underlying (e.g. interest rate, security price or other variable), require no initial net investment and permit net settlement. Derivative financial instruments may be free-standing or embedded in other financial instruments. Further, derivative financial instruments are initially, and subsequently, measured at fair value and recorded as liabilities or, in rare instances, assets.

The Company generally does not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, the Company has entered into certain other financial instruments and contracts, such as our secured convertible debenture and warrant financing arrangements that are either (i) not afforded equity classification or (ii) embody risks not clearly and closely related to host contracts. As required by ASC 815, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

The following table summarizes the components of the derivative liabilities as of September 30, 2010 and inception of the instruments:

		September 30,		Inception
May 2010 Private Placement:		2010		May 12, 2010
Investor warrants	$	1,295,556	$	1,519,144
Broker warrants		233,197		273,442
Credit facility warrants		446,400		523,440
Make Good warrants		356,296		131,891
Acquisition advisory fees:
Make Good warrants		167,972		62,176
Total derivative liabilities	$	2,499,421	$	2,510,093

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8(a)

DERIVATIVE FINANCIAL INSTRUMENTS –Cont’d

The following table summarizes the common shares indexed to the derivative instruments as of September 30, 2010 and inception of the instruments:

	September 30,	Inception
May 2010 Private Placement:	2010	May 12, 2010
Investor warrants	1,044,803	1,044,803
Broker warrants	188,062	188,062
Credit facility warrants	360,000	360,000
Make Good warrants	137,566	47,597
Acquisition advisory fees:
Make Good warrants	64,854	22,438
Total derivative liabilities	1,795,285	1,662,900

Since the number of common shares indexed to the Make Good warrants is dependent on the number of warrants that will vest based on the achievement of certain performance conditions, as discussed below, the number of shares of common stock indexed to the warrants was determined using probability-weighted outcomes based on management’s best estimate of the probability of achievement of the performance conditions in 2011 and 2012.

8 (b).

MAY 2010 PRIVATE PLACEMENT

On May 12, 2010, the Company commenced a private placement of (i) 2,089,593 shares of common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, (ii) Closing warrants to purchase up to 1,044,803 shares of our common stock, and (iii) Make Good warrants to purchase up to an aggregate of 2,089,593 shares of our common stock (the “May 2010 Private Placement). In connection with the May 2010 Private Placement, the company entered into a Registration Rights Agreement related to the common stock and warrants that requires the Company to, among other things, file a Registration Statement within 65 days from the closing of the May 2010 Private Placement and achieve effectiveness as soon as possible , but in no event later than the 180^th day following the Final Closing Date or the 5^th trading day following the date on which the Company is notified that the initial Registration Statement will not be reviewed or is no longer subject to review and comments. The Registration Rights Agreement does not provide for an alternative or contain a penalty in the event the Company is unable to fulfill its requirements. As a result of the registration rights obligation to file within a specified period, which is presumed not to be within the Company’s control, we are required to classify the common stock outside of stockholders’ equity as redeemable common stock.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (b).

MAY 2010 PRIVATE PLACEMENT-Cont’d

The Closing warrants included in the May 2010 Private Placement are indexed to 1,044,803 shares of the Company’s common stock and may be exercised until the fourth anniversary of their issuance at an exercise price of $3.61 per share. Pursuant to the Securities Purchase Agreement, the Company has also agreed to issue Make Good warrants to investors to purchase up to an aggregate amount of 2,089,593 shares of our common stock at an exercise price of $0.01 per share which will only become exercisable if we do not meet certain financial performance targets in 2011 and 2012. The “make good” provisions established minimum net income thresholds of $14,382,102 and $15,179,687 for the 2011 and 2012 fiscal years, respectively. If, in a given fiscal year 90% of the applicable minimum net income threshold is not met, such aggregate number of Make Good warrants will become exercisable equal to the amount by which our actual net income is less than the applicable financial target, divided by the financial target, and multiplied by 2,089,593. The Closing and Make Good warrants were evaluated under the guidance of ASC 480, Distinguishing Liabilities and Equity for purposes of their classification. Due to the Make Good warrants contingent exercise provisions, they did not meet the definition of “indexed to a Company’s own stock” and were required to be classified as liabilities and measured at inception and an ongoing basis at fair value. The Closing warrants met the definition of “indexed to a Company’s own stock”; however, they did not meet eight conditions for equity classification provided in ASC 815-40 because they have firm registration rights with no economic alternative to registration. We are required to assume that cash settlement would be the only alternative to non-filing and effectiveness under the standards. Accordingly, the Closing warrants required liability classification at inception and on an ongoing basis at fair value until the registration rights are fulfilled. Fair value of the warrants was measured using the Black-Scholes-Merton valuation technique and in applying this technique we were required to develop certain subjective assumptions which are listed in more detail below.

The total basis in the financing was allocated first to derivative instruments, required to be classified as liabilities with the remaining basis being allocated to the common stock.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (b).

MAY 2010 PRIVATE PLACEMENT-Cont’d

The following table illustrates the initial allocation:

					Financing
		Proceeds			cost			Final
		allocation			allocation			Allocation
Gross proceeds	$	5,809,000		$	--		$	5,809,000
Financing costs paid in cash		--			(522,810	)		(522,810	)
	$	5,809,000		$	(522,810	)	$	5,286,190

Derivative liabilities:
Closing warrants:
Investor warrants	$	(1,519,144	)				$	(1,519,144	)
Broker warrants					(273,442	)		(273,442	)
Credit facility warrants					(523,440	)		(523,440	)
Make Good warrants		(131,891	)					(131,891	)
Total derivative liabilities	$	1,651,035	)		(796,882	)	$	(2,447,917	)


Redeemable common stock	$	(4,157,965	)	$	--		$	(4,157,965	)
Financing costs paid in cash					407,792			407,792
Financing costs paid with warrants					621,568			621,568
Total redeemable common stock	$	(4,157,965	)	$	1,029,360		$	(3,128,605	)

Deferred finance costs	$	--		$	290,332		$	290,332

The Company amortized deferred finance cost by $27,275 during the quarter ended September 30, 2010. Deferred finance costs outstanding as of September 30, 2010 is $ 263,057

The direct financing costs are allocated to the financial instruments (redeemable common stock and warrants), based upon their relative fair values. Amounts related to the warrants are recorded as deferred finance costs and amortized through charges to interest expense over the term of the arrangement using the effective interest method while amounts related to the common stock directly offset the carrying value of the redeemable common stock.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (c)

CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT

Halter Financial Group, L.P., or HFG, provided certain advisory services to the Company in connection with the acquisition of Minera and the private placement transaction described above. Pursuant to an advisory agreement that Minera entered into with HFG on April 16, 2009, HFG agreed to (a) advise Minera with regard to its desire to effect a combination transaction with a U.S. domiciled public shell corporation, (b) help Minera identify suitable investment bank(s) to act as placement agent for its contemplated private placement transactions and (c) counsel management on matters related to the operating a U.S. domiciled public company. Under the terms of the advisory agreement, HFG was entitled to receive a cash payment of $450,000 at the closing of the reverse acquisition of Minera. In lieu of such cash payment, HFG agreed to accept a cash payment of $260,000 and a promissory note issued by us in the principal amount of $190,000 that accrues simple annual interest at a rate of 3% (the “HFG Note”). The HFG Note is due and payable on the sooner of the closing of our next equity financing (including the receipt of additional funds by the Company from any subsequent closing of the May 12 private placement) or the 180th day following the date of its issuance. In addition, at any time that the HFG Note remains outstanding, it may be converted at HFG’s option into shares of our common stock at a conversion price of $2.78.

The Company has evaluated the terms and conditions of the Convertible Promissory Note under the guidance of ASC 815, Derivatives and Hedging. The embedded conversion feature (“ECF”) is an equity-linked feature that is not clearly and closely related to the risks of the host debt instrument. However, current accounting standards afforded an exemption to bifurcation of the ECF because it is both indexed to the Company’s own stock and otherwise met the definition of Conventional Convertible based upon the fixed conversion price.

At the closing, HFG was also issued a “make good” warrant, to purchase up to 985,104 shares of our common stock, (the “HFG Make Good Warrant”). The terms of the HFG Make Good Warrant are identical to the terms of the Make Good Warrants issued to the investors in the private placement and accordingly, they did not meet the definition of “indexed to a Company’s own stock” and were required to be classified as liabilities and measured at inception and an ongoing basis at fair value. The fair value of the Make Good Warrants was determined using the Black-Scholes-Merton valuation technique over the term to contractual expiration. In applying this technique we were required to develop certain subjective assumptions which are listed in more detail below.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (c)

CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The fair value of the Convertible Promissory Note was estimated based upon the present value of its future cash flows, using credit risk adjusted rates, as enhanced by the fair value of the ECF. Since the Company does not have an established credit rating, the credit risk adjusted yield of 15.51% was determined by reference to comparable instruments in public markets and industry-specific risk. The fair value of the ECF was determined using the Monte Carlo Simulation (“MCS”). MCS is an option-based model that embodies assumptions that would likely be considered by market participants who trade the financial instrument. In addition to more traditional assumptions, such as stock price, trading volatilities and risk-free rates, MCS assumptions include credit risk, interest risk and redemption considerations. Significant assumptions included in the MSC valuation technique were as follows:

		Assumption
Linked common shares		68,345
Stock price	$	2.78
Expected life (years)		4.00
Volatility (based on peers)		58.24%- 63.55%
Risk adjusted yield		15.51%- 16.94%
Risk adjusted interest rate		1.52%- 1.65%

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (c)

CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The advisory fee expense was determined based upon the fair value of the Convertible Promissory Note and the Make Good warrants issued to the HFG. In accordance with APB 14, the premium on the Convertible Promissory Note, representing the difference between the fair value and the face value of the note, was recorded to paid in capital.

The following table illustrates the initial allocation:

		Initial
		Allocation
Convertible Promissory Note	$	190,000
Make Good warrants		62,176
Paid in capital		13,835
Total	$	266,011

Fair value Disclosures:

ASC 820, Fair value Measurements and Disclosures, provides requirements for disclosure of liabilities that are measured at fair value on a recurring basis in periods subsequent to the initial recognition. Financial instruments arising from the May 2010 Private Placement that are measured at fair value on a recurring basis are (i) the investor warrants, (ii) the broker warrants, (iii) the credit facility warrants and (iii) Make Good warrants, respectively.

The warrants were valued using the Black-Scholes-Merton technique, and the Company estimated (i) the expected term as equal to the remaining term on the warrant, (ii) the volatility, based upon a reasonable peer group, (iii) the risk free rate as the published rate for zero coupon government securities with terms consistent with the expected term.

Information and significant assumptions embodied in our warrant valuations (including ranges for certain assumptions) as of September 30, 2010 are illustrated in the following tables:

					Make
	Fair value		Closing		Good
	hierarchy		Warrants		warrants
Warrants to purchase common
stock:
Stock price (1)	(2)	$	2.60	$	2.60
Strike price	n/a	$	3.61	$	0.01
Volatility (2)	(2)		79.02%		79.02%
Term (years) (3)	(3)		3.62		3.62
Risk-free rate (2)	(2)		0.64%		0.64%
Dividends	n/a		--		--

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (c)

CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

(1)	Level 1 inputs are quoted prices in active markets for identical assets and liabilities, or derived there from. We used our trading market price as of September 30, 2010 as input into the model which is a Level 1 input.

(2)	Level 2 inputs are inputs other than quoted prices that are observable. We use the current published yields for zero-coupon US Treasury Securities, with terms nearest the remaining term of the warrants for our risk free rate. We did not have a historical trading history sufficient to develop an internal volatility rate for use in the Black-Scholes-Merton model. As a result, we have used a peer approach wherein the historical trading volatilities of certain companies with similar characteristics as ours and who had a sufficient trading history were used as an estimate of our volatility. In developing this model, no one company was weighted more heavily.

(3)	Level 3 inputs are unobservable inputs. Inputs for which any parts are level 3 inputs are classified as level 3 in their entirety. The remaining term used equals the remaining contractual term as our best estimate of the expected term. The probability-weighted outcomes of achieving the performance conditions are also a Level 3 input.

The following tables summarize the effects on our income (loss) associated with changes in the fair values of our derivative financial instruments for the three and six months ended September 30, 2010:

May 2010 Private Placement:
Investor warrants	$	223,588
Broker warrants		40,245
Credit facility warrants		77,040
Make Good warrants		(224,405	)
Acquisition advisory fees:
Make Good warrants		(105,796	)
	$	10,672

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

8 (c) CONVERTIBLE PROMISSORY NOTE AND MAKE GOOD WARRANT-Cont’d

The following represents a reconciliation of the changes in our derivatives and the related changes in fair value on a recurring basis using significant unobservable inputs (Level 3) during the quarter ended September 30, 2010:

Balances at June 30, 2010	$	2,510,093

Issuances		--

Conversions and cancellations		--

Fair value adjustments (a)		(10,672	)

Balances at September 30, 2010	$	2,499,421

Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of our common stock, which has a high estimated volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

9.	COMMITMENTS

Ana Maria Plant

On November 20, 2008, the Company signed an option to acquire mining rights to a property located in the Choapa province in the Republic of Chile known as the “Ana Maria Plant”. The option price is Chilean Pesos 250,000,000 that approximates $540,000. Due to certain government legal processes and other required documents, there is a delay in the transfer of the property ownership. The option to acquire the mining rights expired in June 2009 but was extended until the final legal process to transfer the land to the Company is completed.

10.

SEGMENT INFORMATION

As at September 30, 2010, the Company operated in one reportable segment, being the exploration for and the development of mining rights in the Republic of Chile.

11.

INTERNATIONAL OPERATIONS

The financial statements of the Company’s international operations through its subsidiary in Chile are measured using local currencies as their functional currencies.

The Company translates the assets and liabilities of its non-U.S. subsidiary at the exchange rates in effect at quarter end and the results of operations at the average rate throughout the period. The translation adjustments are recorded directly as a separate component of shareholders’ equity, The Company recorded a translation gain of $611,539 in its equity section of the Balance sheet under accumulated other comprehensive gain.

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2010
(Amounts expressed in U.S. Dollars)

12.

RELATED PARTY TRANSACTIONS

During the quarter ended September 30, 2010, the Company paid salaries of $10,593 ($nil in 2009) to parties that are related to the shareholder of the Company.

During the quarter ended June 30, 2010, related promissory note holders forgave $852,225 in debt. (See also Note 4)

The transactions are in the normal course of operations and are measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties under common control.

13.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS

The fair value of a financial instrument is the estimated amount that the Company would receive or pay to settle the financial assets and financial liabilities as at the reporting date. The book value of other receivables, accounts payable and accrued liabilities, and due to related party approximate fair values at the balance sheet dates.

The fair value of the long-term debt has been estimated by discounting future cash flows at a rate offered for debt of similar maturities and credit quality.

	9/30/2010		3/31/2010
Assets/Liabilities	Carrying value	Fair value	Carrying value	Fair value

Cash and cash equivalent	2,056,401	2,056,401	-	-
Accounts receivables	64,684	-
Other receivables	602,123	602,123	70,263	70,263
Accounts payable and accrued liabilities	778,570	778,570	1,134,345	1,134,345
Due to related party	786,976	786,976	607,873	607,873

CHILE MINING TECHNOLOGIES INC.
(Formerly Latin America Ventures, Inc.)
NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2010
(Amounts expressed in U.S. Dollars)

13.

FAIR VALUE OF FINANCIAL INSTRUMENTS AND RISK FACTORS (cont’d)

Interest rate risk

The company’s exposure to interest rate fluctuations is not significant.

Credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of amounts receivable. The Company is not exposed to material losses on its accounts receivable and future revenues.

Commodity price risk

The ability of the Company to develop its properties and the future profitability of the Company is directly related to the market price of certain minerals. The Company does not currently use derivative financial instruments to reduce its exposure to commodity price risk.

Liquidity risk

The Company’s exposure to liquidity risk is dependent on the collection of amounts receivable and the ability to raise funds to meet purchase commitments and to sustain operations. The company controls its liquidity risk by managing working capital and cash flows.

Foreign currency risk

The Company is exposed to foreign currency risk as substantially all of the Company’s cash is denominated in Chilean Pesos. This risk is partially mitigated by the fact that a significant portion of the costs associated with the mining claims and deferred exploration expenditures are incurred in Chilean Pesos.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Special Note Regarding Forward Looking Statements

In addition to historical information, this report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We use words such as “believe,” “expect,” “anticipate,” “project,” “target,” “plan,” “optimistic,” “intend,” “aim,” “will” or similar expressions which are intended to identify forward-looking statements. Such statements include, among others, those concerning market and industry segment growth and demand and acceptance of new and existing products; any projections of sales, earnings, revenue, margins or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements regarding future economic conditions or performance; uncertainties related to conducting business in Chile, as well as all assumptions, expectations, predictions, intentions or beliefs about future events. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties..

Readers are urged to carefully review and consider the various disclosures made by us in this report and our other filings with the SEC. These reports attempt to advise interested parties of the risks and factors that may affect our business, financial condition and results of operations and prospects. The forward-looking statements made in this report speak only as of the date hereof and we disclaim any obligation to provide updates, revisions or amendments to any forward-looking statements to reflect changes in our expectations or future events.

Use of Certain Defined Terms

Except as otherwise indicated by the context, references in this report to:

the “Company,” “we,” “us,” or “our,” are to the combined business of CMT and its 99.9% owned subsidiary, Minera, but do not include the stockholders of CMT;
“CMT” are to Chile Mining Technologies Inc., a Nevada corporation;
“Minera” are to Sociedad Minera Licancabur, S.A., a Chilean company;
“Chile” and “Chilean” are to the Republic of Chile;
“Peso” are to the Chilean peso, the legal currency of Chile;
“U.S. dollar,” “$” and “US$” are to the legal currency of the United States;
“MT” are to metric tons
“SEC” are to the Securities and Exchange Commission;
“Securities Act” are to the Securities Act of 1933, as amended, and “Exchange Act” are to the Securities Exchange Act of 1934, as amended;
“Exploration” means the process of locating commercially viable concentrations of minerals to mine; and
“Exploitation” means the act of extracting a mineral resource from source material.

Throughout this report, we have converted Peso to USD as follows:

September 30, 2009

Balance sheet

Statement of income and comprehensive income

Overview of Our Business

We are a mineral extraction company based in the Republic of Chile, with copper as our “pay metal.” Our founders, Messrs. Jorge Osvaldo Orellana Orellana and Jorge Fernando Pizarro Arriagada, have refined the electrowin process in a way that permits the electrowin process to be used at a relatively small mine and/or tailings sites. Electrowinning is a process in which positive and negative electrodes are placed in an acidic solution containing copper ions, and an electric current passed through the solution causes the copper to be deposited on the negative electrodes so that it can be collected.

We have obtained rights to conduct our mineral extraction operations at 7 different sites, and are in negotiations to obtain rights to one additional site, in and around the Coquimbo region, which is located in north-central Chile, approximately 400 kilometers north of Santiago. While these sites each have their own mineral deposits, we will procure the majority (approximately 88%) of our source material from non-traditional sources, including tailings, ore, or a combination thereof, by purchasing rights to such source material at smaller sites, where it is not economical for larger open-pit mining companies to operate, due largely to the transportation costs associated with moving source materials to fixed processing sites.

By utilizing Minimum Intrusion Non-traditional Input, or MINI, plants, we are able to build scalable, less expensive plants closer to source material deposits, thereby resulting in significant processing savings. In addition, since smaller sites generally require higher copper prices, due to transportation costs, to operate profitably, these deposits can currently be purchased at a discount. By utilizing this strategy, we are able to reduce costs and operate profitably with smaller deposits. We estimate that the MINI plant technology will allow us to break even at copper prices as low as US$1.00 per pound or US$2,205 per metric ton. As of September 30, 2010, copper was trading at $8,053 per metric ton on the London Metals Exchange, or LME.

Operations are currently underway at our Ana Maria plant. Following capacity upgrades in May 2010, the present annual capacity of the Ana Maria plant is approximately 2,225 metric tons. We have also begun preparatory work at some of the additional sites we have under our control, in anticipation of the construction of additional MINI plants over the next 18 to 24 months.

Acquisition of Minera and Private Placement

On May 12, 2010, we completed a reverse acquisition transaction through a share exchange with Minera and its shareholders whereby we acquired 99.9% of the issued and outstanding capital stock of Minera in exchange for 6,000,000 shares of our common stock, par value $0.001, which constituted 83.33% of our issued and outstanding capital stock on a fully-diluted basis as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, Minera became our subsidiary and the former shareholders of Minera became our controlling stockholders. For accounting purposes, the share exchange transaction with Minera was treated as a reverse acquisition, with Minera as the acquirer and CMT as the acquired party.

On May 12, 2010, we also completed a private placement in which we issued and sold to certain accredited investors an aggregate of 2,089,593 shares of our common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants to purchase up to 1,044,803 shares of our common stock. The warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments for stock splits, stock combinations, reclassifications and similar events), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. As a result of this private placement, we raised approximately $5.8 million in gross proceeds, which left us with approximately $4.5 million in net proceeds after the deduction of offering expenses in the amount of approximately $1.3 million.

On May 6, 2010, Minera entered into a letter agreement that outlines the proposed terms of a standby facility of credit with AIBC International Corp.^(SR), or AIBC. Under the letter agreement we may, subject to the satisfaction of certain conditions, from time to time upon 90 days notice, request an advance from AIBC up to an aggregate of $3.0 million. Any amounts borrowed under the facility will accrue interest at a rate of 12.5% per annum, and must be re-paid within six months from the date of the drawdown. In connection with the execution of the letter agreement, we issued to AIBC 75,000 shares of our common stock a one-year warrant to purchase up to 360,000 shares of our common stock, at an exercise price of $2.78 per share. In addition, we will pay to AIBC additional compensation upon the drawdown of any portion of the $3.0 million, which compensation will be equal to (i) 8% for the first $1.0 million, (ii) 12% for the second $1.0 million and 18% for the third $1.0 million. If we draw down all $3.0 million of the facility, we would receive net proceeds of $2.62 million and pay aggregate compensation to AIBC of $380,000.

Results of Operations

Comparison of the Three-Month Periods Ended September 30, 2010 and 2009 (Unaudited)

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage of sales revenue and key components of our revenue for the periods indicated in dollars. The financial data for the three months ended September 30, 2010 reflect the second quarter of Fiscal Year 2011, while the financial data for the same period in 2009 reflect the second quarter of Fiscal Year 2010.

		Three Months Ended
		September 30,
		2010			2009
							%
							Increase /
		Amount			Amount		Decrease
Net sales	$	64,684		$			n/a

Cost of sales	$	43,036		$			n/a

Gross profit	$	21,648		$			n/a

Operating expenses
Impairment of mining rights	$	1,280		$	1,011		27%
Salaries and wages	$	88,563		$	15,119		486%
General and admin expenses	$	261,723		$	180,961		45%
Professional fees	$	24,438		$			n/a
Amortization	$	89,280		$			n/a

Total operating expenses	$	465,284		$	197,091		136%


Operating loss before the undernoted	$	(443,636	)	$	(197,091	)	(125%	)
Other expense-interest	$	(27,275	)	$			n/a
Other income (expense)-Derivative Financial Instrument	$	10,672		$			n/a
Discount from fair value on initial recognition of long term non-interest bearing loans to related parties	$	(81,342	)	$			n/a

Net Loss for the period	$	(541,581	)	$	(197,091	)	(175%	)
Foreign exchange translation adjustment for the period	$	650,855		$	28,018		2,223%

Comprehensive gain / loss for the year	$	109,274		$	(169,073	)	165%

Net Sales

The Company had revenues of $64,684 for the three months ended September 30, 2010. The Ana Maria plant was taken off-line the first week of May 2010 in order to increase the capacity of this facility. As a result, the total capacity of the Ana Maria plant went from 120 MT/month to 180 MT/month, effectively increasing its capacity by 50%. We resumed operations at the plant with the additional capacity in place in August 2010. The decision to increase the capacity at the Ana Maria plant resulted in our lowered production levels for this quarter. The Company anticipates resuming its ramp to full capacity during the 3^rd fiscal quarter of 2010, with no additional time offline for this facility.

The Company had revenues of $64,684for the three months ended September 30, 2010 as compared with no revenues for the year ago period ending September 30, 2009. During the three months ended September 30, 2009, we had not begun the extraction of copper.

Cost of Sales

Cost of sales includes direct costs associated with the sale of the product. The Company incurred cost of sales of $43,036 for the three months ended September 30, 2010, as compared with no cost of sales for the year ago same period ending September 30, 2009

Gross Profit and Gross Margin

Gross profit is equal to the difference between our revenue and the cost of revenue. Gross margin is equal to gross profit divided by revenue. In the three months ended September 30, 2010, gross profit was $21,648 and gross margin was 33.5% . During the three months ended September 30, 2009, we had not begun the extraction of copper and therefore had no gross profit.

Operating Expenses

Our operating expenses primarily consist of salaries and wages, general and administrative expenses and professional fees. As we continue to ramp up our extraction activities, we will begin to incur material operating costs

Salaries and Wages

For the three months ended September 30, 2010, salaries and wages were $88,563. As the Company has grown and commenced material operations, it has added employees and hired a management team. For the three months ended September 30, 2009, we incurred $15,119 in salaries and wages as we had not yet commenced extraction operations.

General and Administrative Expenses

General and administrative expenses consist primarily of building maintenance and repairs, energy costs and general expenses. We expect most components of our general and administrative expenses will increase as our business grows and as we incur increased costs as a public company. General and administrative expenses for the three months ended September 30, 2010 were $261,723 as compared with $180,961 for the same period in 2009. We had not yet commenced extraction operations as of the three months ended September 30, 2009 and as a result incurred fewer general and administrative expenses at such time.

Professional Fees

Professional fees consist of legal fees, accounting fees and other fees associated with our private placement transaction and operating as a public company. For the three months ended September 30, 2010, professional fees were $24,438. We incurred no professional fees during the same period last year. The increase is due to our becoming a public company in May 2010.

Amortization

The Company records amortization to record the impairment or usage of its property, plant and equipment which had been put to use. For the three months ended September 30, 2010, amortization was $89,280. During the three months ended September 30, 2009, we had not commenced the use of our property, plant and equipment and had not begun recording amortization.

Other Expenses

Other expense – interest

Interest expense for the three months ended September 30, 2010 was $27,275 which is the amortization of deferred finance costs (refer to note 8(b) to the financial statements). During the three months ended September 30, 2009, no interest expense was recorded because the Company had not raised funds and not incurred finance costs.

Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for the three months ended September 30, 2010 was $10,672. This was to record the fair value adjustments relating to warrants issued and outstanding as of September 30, 2010. . During the three months ended September 30, 2009, no other income related to the derivative financial instrument was recorded because the Company did not have any derivative instruments in its financial statements.

Interest expense relating to the initial recognition of long term non-interest bearing loans to related parties

Interest expense relating to initial recognition of long term non-interest bearing loans to related parties for the three months ended September 30, 2010 was $81,342. This relates to the valuation of promissory notes valued at fair market value at inception. These long term promissory loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period

Net Loss

Net loss increased to $(541,581) for the three months ended September 30, 2010 from a net loss of $(197,091) for the same period last year, mainly as a result of the reasons as stated above.

Comparison of the Six Months Ended September 30, 2010 and 2009 (audited)

The following tables set forth key components of our results of operations for the periods indicated, both in dollars and as a percentage increase/decrease over prior year numbers for the periods indicated in dollars.

The financial data for the six months ended September 30, 2010 reflect the first and second quarters of Fiscal Year 2011, while the financial data for the same period in 2009 reflect the first and second quarters of Fiscal Year 2010.

		Six Months Ended
		September 30,
		2010			2009
							%
							Increase /
		Amount			Amount		Decrease
Net sales	$	64,684		$			n/a

Cost of sales	$	43,036		$			n/a

Gross profit	$	21,648		$			n/a

Operating expenses
Impairment of mining rights	$	6,920		$	26,227		(74%	)
Salaries and wages	$	225,089		$	36,897		510%
General and admin expenses	$	622,829		$	213,438		192%
Professional fees	$	527,329		$			n/a
Amortization	$	164,488		$			n/a

Total operating expenses	$	1,546,655		$	276,562		459%


Operating loss before the undernoted	$	(1,525,007	)	$	(276,562	)	(451%	)
Other expense-interest	$	(27,275	)	$			n/a
Other income (expense)-Derivative Financial Instrument	$	10,672		$			n/a
Discount from fair value on initial recognition of long term non-interest bearing loans to related parties	$	(159,971	)	$			n/a

Net loss for the period	$	(1,701,581	)	$	(276,562	)	(515%	)
Foreign exchange translation adjustment for the period	$	611,539		$	111,328		449%

Comprehensive loss for the year	$	(1,090,042	)	$	(165,234	)	560%

Net Sales

The Company had revenues of $64,684 for the six months ended September 30, 2010. The Ana Maria plant was taken off-line the first week of May 2010 in order to increase the capacity of this facility. As a result, the total capacity of the Ana Maria plant went from 120 MT/month to 180 MT/month, effectively increasing its capacity by 50%. We resumed operations at the plant with the additional capacity in place in August 2010.

The Company had revenues of $64,684for the six months ended September 30, 2010 as compared with no revenues for the year ago period ending September 30, 2009. During the six months ended September 30, 2009, we had not begun extraction of copper.

Cost of Sales

Cost of sales includes direct costs associated with the sale of the product. The Company incurred cost of sales of $43,036 for the six months ended September 30, 2010, as compared with no cost of sales for the year ago same period ending September 30, 2009

Gross Profit and Gross Margin

Gross profit is equal to the difference between our revenue and the cost of revenue. Gross margin is equal to gross profit divided by revenue. In the six months ended September 30, 2010, gross profit was $21,648 and gross margin was 33.5% . During the six months ended September 30, 2009, we had not begun the extraction of copper and therefore had no gross profit.

Operating Expenses

Salaries and Wages

For the six months ended September 30, 2010, salaries and wages were $225,089. As the Company has grown and commenced material operations, it has added employees and hired a management team. For the six months ended September 30, 2009, we incurred $36,897 in salaries and wages as we had not yet commenced extraction operations.

General and Administrative Expenses

General and administrative expenses consist primarily of building maintenance and repairs, energy costs and general expenses. We expect most components of our general and administrative expenses will increase as our business grows and as we incur increased costs as a public company. General and administrative expenses for the six months ended September 30, 2010 were $622,829 as compared with $213,438 for the same period in 2009. We had not yet commenced extraction operations as of the six months ended September 30, 2009, and as a result incurred significantly fewer general and administrative expenses at such time.

Professional Fees

Professional fees consist of legal fees, accounting fees and other fees associated with our private placement transaction and operating as a public company. For the six months ended September 30, 2010, professional fees were $527,329. We did not incur any professional fees during the six months ended September 20, 2009. The increase is due, to undertaking the private placement transaction and becoming a public company in May 2010.

Amortization

The Company records amortization to record the impairment or usage of its property, plant and equipment which had been put to use. For the six months ended September 30, 2010, amortization was $164,488. During the six months ended September 30, 2009, we had not commenced the use of our property, plant and equipment and had not begun recording amortization.

Other Expenses

Other expense – interest

Interest expense for the six months ended September 30, 2010 was $27,275 which is the amortization of deferred finance costs (refer to note 8(b) to the financial statements). During the six months ended September 30, 2009, no interest expense was recorded because the Company had not raised funds and not incurred finance costs.

Other income-Derivative Financial Instrument

Other income related to the derivative financial instrument for the six months ended September 30, 2010 was $10,672. This was to record the fair value adjustments relating to warrants issued and outstanding as of September 30, 2010. . During the six months ended September 30, 2009, no other income related to the derivative financial instrument was recorded because the Company did not have any derivative instruments in its financial statements.

Interest expense relating to the initial recognition of long term non-interest bearing loans to related parties

Interest expense relating to initial recognition of long term non-interest bearing loans to related parties for the six months ended September 30, 2010 was $159,971. This relates to the valuation of promissory notes valued at fair market value at inception. These long term promissory loans do not bear interest and had a maturity date of March 31, 2013. The Company recognized a discount on the face value of the loans at inception to adjust the carrying value to the fair value. The discounts are being amortized over the lives of the promissory notes using the effective interest method, with interest expense being recorded as an expense in the related period

Net Loss

Net loss increased to $(1,701,581) for the six months ended September 30, 2010 from a net loss of $(276,562) for the same period last year, mainly as a result of the reasons as stated above.

Liquidity and Capital Resources

As of September 30, 2010 we had cash and cash equivalents of $2,056,401, and working capital of $1,061,555. The following table provides detailed information about our net cash flow for all financial statement periods presented in this report.

Cash Flow
(all amounts in U.S. dollars)

		Six Months Ended
		September 30,
		2010			2009
Net cash provided by (used in) operating activities	$	(2,030,467	)	$	(177,361	)
Net cash provided by (used in) investing activities	$	(1,713,956	)	$	(1,038,314	)
Net cash provided by (used in) financing activities	$	5,366,779		$	1,210,693
Effects of Exchange Rate Change in Cash	$	(434,045	)	$	4,982
Net Increase in Cash and Cash Equivalents	$	2,056,401		$	-
Cash and Cash Equivalents, Beginning	$	-		$	-
Cash and Cash Equivalent, End	$	2,056,401		$	-

Operating activities

Net cash used in operating activities was $(2,030,467) for the six months ended September 30, 2010, as compared to $(177,361) net cash used in operating activities for the same period in 2009. The increase in operating activities is mainly due to our commencement of operations in 2010, and expenses incurred to become a public company

Investing activities

Net cash used in investing activities for the six months ended September 30, 2010 was $(1,713,956), as compared to $(1,038,314) net cash used in investing activities for the same period in 2009. This increase is mainly the result of investing the majority of the cash received from CMT’s Private Placement transaction into acquisition of plant and equipment..

Financing activities

Net cash provided by financing activities for the six months ended September 30, 2010 was $5,366,779, as compared to $1,210,693 net cash provided by financing activities for the same period in 2009.

As discussed above, on May 12, 2010, we also completed a private placement in which we issued and sold to certain accredited investors an aggregate of 2,089,593 shares of our common stock for an aggregate purchase price of $5,809,000, or $2.78 per share, and warrants to purchase up to 1,044,803 shares of our common stock. The warrants have a term of four years, bear an exercise price of $3.61 per share (subject to customary adjustments), are exercisable on a net exercise or cashless basis and are exercisable by investors at any time after the closing date. As a result of this private placement, we raised approximately $5.8 million in gross proceeds, which left us with approximately $4.5 million in net proceeds after the deduction of offering expenses in the amount of approximately $1.3 million.

We believe that our current cash on hand following our recent private placement and expected revenue from operations will be sufficient to implement our plan of operations.

Obligations under Material Contracts

On July 1, 2008, we entered into an agreement with Contratista en Geologia, Mineria y Construccion Jorge Orellana E.I.R.L., or Geominco, a Chilean company wholly-owned by our Chief Executive Officer, Jorge Osvaldo Orellana Orellana. Pursuant to this agreement, we retained Geominco to perform certain construction, remediation and administrative services in relation to our properties located in Matancilla and Salamanca. Payment for services performed under the agreement are pursuant to monthly invoices submitted by Geominco which are payable by us within 30 days. As of March 31, 2010, we owed 318,805,176 Pesos (approximately $607,873) to Geominco under the agreement, however, all amounts payable were forgiven in connection with our reverse acquisition and private placement transactions described below.

On September 11, 2008, we issued a promissory note to Geominco in exchange for a loan of 200,000,000 Pesos (approximately $381,345). The entire amount of the loan remained outstanding as of March 31, 2010, however, on June 17, 2010 Geominco forgave 186,308,540 Pesos of the indebtedness under this loan, pursuant to a Loan Cancellation Agreement. Therefore, 13,691,460 Pesos (approximately $26,106) of this loan, which does not bear interest and matures on March 31, 2013, remains outstanding.

On December 30, 2008, we issued a second promissory note to Geominco in exchange for a loan of 100,000,000 Pesos (approximately $190,672). The promissory note does not bear interest and is payable on demand. The entire amount of the loan remained outstanding as of March 31, 2010, however all amounts payable pursuant to this loan were forgiven by Geominco on June 17, 2010, pursuant to a Loan Cancellation Agreement.

On July 31, 2009, we issued a third promissory note to Geominco in exchange for a loan of 250,000,000 Pesos (approximately $476,681). The promissory note does not bear interest and matures on March 31, 2013. The entire amount of the loan was outstanding as of March 31, 2010 and remains outstanding.

On December 31, 2009, we issued a fourth promissory note to Geominco in exchange for a loan of 554,200,000 Pesos (approximately $1,056,708). The promissory note does not bear interest and matures on March 31, 2013. The entire amount of the loan was outstanding as of March 31, 2010 and remains outstanding.

On September 30, 2009, we issued a promissory note to Thomas Cooper in exchange for a loan of 24,766,200 Pesos (approximately $47,222). The promissory note bears interest at 18% per annum and is payable on demand. The entire amount of the loan remained outstanding as of March 31, 2010, however all amounts payable pursuant to this loan were repaid in connection with our reverse acquisition and private placement transactions disclosed below.

From time to time, Minera has borrowed funds from its shareholders, directors and officers. As of March 31, 2010, Minera had borrowed 200,000,000 Pesos (approximately $381,345) from Iván Orlando Vergara Huerta, a shareholder, 231,000,000 Pesos (approximately $440,453) from Jorge Fernando Pizarro Arriagada, a shareholder, and 6,320,000 Pesos (approximately $12,050) from Alain Orellana Sejas, its Chief Operating Officer. The loan from Alain Orellana Sejas was repaid in connection with our reverse acquisition and private placement transactions described above. In addition, on June 17, 2010, Mr. Jorge Fernando Pizarro Arriagada forgave 126,420,030 Pesos (approximately $241,048) of the indebtedness under his loan and Mr. Iván Orlando Vergara Huerta forgave 34,229,250 Pesos (approximately $65,266) of the indebtedness under his loan, pursuant to separate Loan Cancellation Agreements. Accordingly, as of September 30, 2010, the outstanding face values of the loans to Mr. Iván Orlando Vergara Huerta and Mr. Jorge Fernando Pizarro, which do not bear interest and mature on March 31, 2013, were approximately US $316,079 and $199,405, respectively.

Inflation

Inflation does not materially affect our business or the results of our operations.

Off Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.

Seasonality

The price of copper on the LME fluctuates during the year, with prices tending to be stronger in the April to September period, and weaker in the October to March period, subject to global supply and demand.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires our management to make assumptions, estimates, and judgments that affect the amounts reported, including the notes thereto, and related disclosures of commitments and contingencies, if any. We have identified certain accounting policies that are significant to the preparation of our financial statements. These accounting policies are important for an understanding of our financial condition and results of operations. Critical accounting policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s difficult, subjective, or complex judgment, often as a result of the need to make estimates about the effect of matters that are inherently uncertain and may change in subsequent periods. Certain accounting estimates are particularly sensitive because of their significance to financial statements and because of the possibility that future events affecting the estimate may differ significantly from management’s current judgments. We believe the following critical accounting policies involve the most significant estimates and judgments used in the preparation of our financial statements:

Exploration Costs and Mineral Property Right Acquisitions. The Company is engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. Impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
Foreign Currency Translation. The Company uses the “Current rate method” to translate its financial statements from Chilean Pesos into U.S. Dollars. The assets and liabilities of the Company, except for the capital, are translated into U.S. Dollars using the rate of exchange prevailing at the balance sheet date. The capital is translated at the historical rate. Adjustments resulting from the translation of the balance sheets of the company into U.S. Dollars are recorded in stockholders' equity as part of accumulated comprehensive income. The statement of operations is translated at average rates during the reporting period. Gains or losses resulting from transactions in currencies other than the functional currencies are reflected in the statement of operations for the reporting periods. The statement of income and expenses are translated at average rates during the reporting period, with the exception of issue of share and payment of dividends which are translated at the historical rates. Due to the use of different rates for translation, the figures in the statement of changes in cash flows may not agree with the differences between the year end balances as shown in the balance sheets.
Machinery and Equipment. Machinery and equipment is recorded at cost and is stated net of accumulated depreciation. Gains or losses on disposals are reflected as gain or loss in the year of disposal. The costs of improvements that extend the life of equipment are capitalized. These capitalized costs may include structural improvements, equipment, and fixtures. All ordinary repair and maintenance costs are expensed as incurred. Machinery and equipment are depreciated at rates sufficient to write off their cost over their estimated useful lives on a straight-line basis. The estimated useful lives of the assets are as follows: Property, Plant and Equipment -10 years. Additions during the year are amortized on half year rule.
Revenue Recognition. Revenue is recognized at the time the sale price is fixed, the product’s title is transferred to the buyer and collectability of the sales proceeds is reasonably assured.
Comprehensive income. The Company has chosen to report comprehensive income in the statements of changes in stockholders’ deficiency. Comprehensive income comprised net income and all changes to stockholders' deficiency except those due to investments by owners and distributions to owners.
Assets Retirement Obligation. The Company discloses its financial accounting and reporting obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. This standard applies to legal obligations associated with the retirement of long- lived assets that result from the acquisition, construction, development and normal use of the asset. The fair value of a liability for an asset retirement obligation should be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. As at September 30, 2010, there are no assets retirement obligations.

Income Taxes. The Company recognizes a liability or asset for deferred tax consequences of all temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled. Deferred tax items mainly relate to net operating loss carry forwards and accrued expenses. These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets may not be realized.
Impairment and Disposal of Long-Lived Assets. The carrying values of long-lived assets are reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. For assets that are to be held and used, an impairment loss is recognized when the estimated undiscounted future cash flows associated with the asset or group of assets is less than their carrying value. If impairment exists, an adjustment is made to write the asset down to its fair value, and a loss is recorded as the difference between the carrying value and fair value.
Accounting for Derivative Instruments and Hedging Activities. The Company recognizes all derivatives contracts as either assets or liabilities in the balance sheet and to measure them at fair value. If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change. The Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this pronouncement does not have an impact on the Company’s financial statements.
Earnings (Loss) Per Share. The Company computes net loss of both basic and diluted earnings per share, or EPS, on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the year. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities only basic loss per share is presented in the accompanying financial statements.

Recent Accounting Pronouncements

See Item 1 of Part I, “Financial Statements — Note 1 — Accounting Policies — Recent Accounting Pronouncements.”

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEMS 4 AND 4A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to ensure that information that would be required to be disclosed in Exchange Act reports is recorded, processed, summarized and reported within the time period specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including to our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rule 13a-15 under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of September 30, 2010. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that as of September 30, 2010, and as of the date that the evaluation of the effectiveness of our disclosure controls and procedures was completed, our disclosure controls and procedures were effective to satisfy the objectives for which they are intended.

Changes in Internal Controls over Financial Reporting

We regularly review our system of internal control over financial reporting and make changes to our processes and systems to improve controls and increase efficiency, while ensuring that we maintain an effective internal control environment. Changes may include such activities as implementing new, more efficient systems, consolidating activities, and migrating processes.

Other than the foregoing changes, there were no changes in our internal controls over financial reporting during the three months ended September 30, 2010 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

PART II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these, or other matters, may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse affect on our business, financial condition or operating results.

ITEM 1A. RISK FACTORS.

In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in Exhibit 99.1 of Amendment No. 1 of our Current Report on Form 8-K filed on August 12, 2010, which could materially affect our business, financial condition or future results. The risks described in our Current Report on Form 8-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We have not sold any equity securities during the quarter ended September 30, 2010 which sale was not previously disclosed in a current report on Form 8-K filed during that period.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. (REMOVED AND RESERVED).

ITEM 5. OTHER INFORMATION.

We have no information to include that was required to be but was not disclosed in a report on Form 8-K during the period covered by this Form 10-Q. There have been no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6. EXHIBITS.

The following exhibits are filed as part of this report or incorporated by reference:

Exhibit Number		Description
31.1		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

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

	Chile Mining Technologies Inc.

Dated: November 19, 2010	/s/ Jorge Osvaldo Orellana Orellana
	Jorge Osvaldo Orellana Orellana
	Chairman and Chief Executive Officer
	(Principal Executive Officer)

Dated: November 19, 2010	/s/ Jose Luis Munoz Aviles
	Jose Luis Munoz Aviles
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

EXHIBIT INDEX

Exhibit Number		Description
31.1		Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		Certifications of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		Certifications of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		Certifications of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002