Canyon Copper (CNYC) 10-Q 2010 Q3 Quarterly report

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

     FORM 10-Q

(Mark One)

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

For the quarterly period endedMarch 31, 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 NUMBER000-33189

CANYON COPPER CORP.
(Exact name of registrant as specified in its charter)

NEVADA	88-0454792
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Suite 408 - 1199 West Pender Street
Vancouver, BC, Canada	V6E 2R1
(Address of principal executive offices)	(Zip Code)

(604) 331-9326
(Registrant's telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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.
[x]Yes[ ] 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 [ ] (Do not check if a smaller reporting company)	Smaller reporting company[x]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
[ ] Yes [x]No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:As of April 12, 2010, the Registrant had 78,390,307 shares of common stock, par value of $0.00001 per share, issued and outstanding.

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine month periods ended March 31, 2010 are not necessarily indicative of the results that can be expected for the year ending June 30, 2010.

As used in this Quarterly Report, the terms "we,” "us,” "our,” and “Canyon Copper” mean Canyon Copper Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

2

Canyon Copper Corp.
(An Exploration Stage Company)
March 31, 2010

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

Canyon Copper Corp.
(An Exploration Stage Company)
Balance Sheets
(Expressed in U.S. dollars)

	March 31,		June 30,
	2010		2009
	$		$
	(unaudited)
ASSETS
Current Assets
Cash	310,931		427,116
Prepaid expenses and deposits	39,329		780
Total Assets	350,260		427,896
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable (Note 5)	130,656		257,864
Accrued liabilities (Note 4)	–		24,295
Due to related parties (Note 5)	282,946		257,333
Total Liabilities	413,602		539,492
Contingencies (Notes 1 and 9)
Stockholders’ Deficit
Preferred Stock
Authorized: 100,000,000 shares, par value $0.00001    Issued and outstanding: 500,000 shares	5		5
Common Stock
Authorized: 166,666,666 shares, par value $0.00001      Issued and outstanding: 78,390,080 shares      (June 30, 2009 – 64,165,080 shares)	784		642
Additional Paid-in Capital	20,803,444		19,871,972
Stock Subscriptions Receivable	–		(56,000	)
Deficit Accumulated During the Exploration Stage	(20,867,575	)	(19,928,215	)
Total Stockholders’ Deficit	(63,342	)	(111,596	)
Total Liabilities and Stockholders’ Deficit	350,260		427,896

The Accompanying Notes are an Integral Part of These Financial Statements

F-1

Canyon Copper Corp.
(An Exploration Stage Company)
Statements of Operations
(Expressed in U.S. dollars)
(unaudited)

	Accumulated from
	January 21, 2000		For the				For the
	(Date of Inception)		Three Months Ended				Nine Months Ended
	to March 31,		March 31,				March 31,
	2010		2010		2009		2010		2009
	$		$		$		$		$
Revenue	–		–		–		–		–
Expenses
Depreciation	5,540		–		–		–		–
Foreign exchange (gain) loss	(10,795	)	9,078		(12,947	)	43,134		(73,974	)
General and administrative (Note 5)	9,378,354		69,161		69,900		625,644		258,076
Impairment of mineral property costs	2,759,130		–		–		–		–
Impairment of property and equipment	10,811		–		–		–		–
Mineral exploration costs	4,884,915		31,500		15,110		269,413		237,738
Total Operating Expenses	17,027,955		109,739		72,063		938,191		421,840
Operating Loss	(17,027,955	)	(109,739	)	(72,063	)	(938,191	)	(421,840	)
Other Income (Expense)
Accretion of discounts on convertible debt	(799,963	)	–		(89,160	)	–		(157,400	)
Gain on change in fair values of derivative liability	432,715		–		405,594		–		422,115
Interest expense	(338,744	)	–		(28,884	)	(1,169	)	(75,944	)
Debt conversion expense	(2,010,076	)	–		–		–		–
Loss on sale of investment securities	(411,430	)	–		–		–		–
Gain on settlement of related party debt	(2,871	)	–		3,021		–		3,021
Loss on extinguishment of debt	(252,454	)	–		(252,454	)	–		(252,454	)
(Impairment loss) Recovery on investment securities	(459,817	)	–		–		–		14,809
Gain on write-off of accounts payable	3,020		–		–		–		–
									–
Total Other (Expense) Income	(3,839,620	)	–		38,117		(1,169	)	(45,853	)
									–
Net Loss	(20,867,575	)	(109,739	)	(33,946	)	(939,360	)	(467,693	)
Net Loss Per Share – Basic and Diluted			–		–		(0.01	)	(0.01	)
Weighted Average Shares Outstanding			78,390,000		76,881,000		76,161,000		76,023,000

The Accompanying Notes are an Integral Part of These Financial Statements

F-2

Canyon Copper Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Expressed in U.S. dollars)
(unaudited)

	For the
	Nine Months Ended
	March 31,
	2010		2009
	$		$
Operating Activities
Net loss	(939,360	)	(467,693	)
Adjustments to reconcile net loss to net cash used in operating activities:
Accretion of discounts on convertible debt	–		157,400
Foreign exchange translation loss on debt	–		(23,600	)
Gain on change in fair values of derivative liability	–		(422,115	)
Loss on extinguishment of debt	–		252,454
Stock-based compensation	362,614		–
Recovery of loss on investment securities	–		(14,809	)
Changes in operating assets and liabilities:
Prepaid expenses and deposits	(38,549	)	5,857
Accounts payable and accrued liabilities	(151,503	)	(19,196	)
Due to related parties	115,124		59,182
Net Cash Used in Operating Activities	(651,674	)	(472,520	)
Financing Activities
Advances from related party	–		24,575
Issuance of common stock	625,000		490,000
Repayment of notes payable	(94,502	)	–
Net Cash Provided by Financing Activities	530,498		514,575
Investing Activities
Proceeds received on sale of investment securities	–		14,809
Net Cash Provided by Investing Activities	–		14,809
Effect of Exchange Rate Changes on Cash	4,991		–
(Decrease) Increase in Cash	(116,185	)	56,864
Cash – Beginning of Period	427,116		15,580
Cash – End of Period	310,931		72,444
Supplemental Disclosures:
Interest paid	26,729		–
Income taxes paid	–		–

The Accompanying Notes are an Integral Part of These Financial Statements

F-3

Canyon Copper Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
March 31, 2010
(unaudited)

1.	Nature of Operations and Continuance of Business
	Canyon Copper Corp., (the “Company”), was incorporated in the State of Nevada, U.S.A. on January 21, 2000 under the name Aberdene Mines Limited. On August 7, 2006, the Company changed its name to Canyon Copper Corp. The Company is an Exploration Stage Company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915,Development Stage Entities. The Company’s principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims.
	The Company has been in the exploration stage since its formation in January 2000 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition, exploration and development of mineral properties. Upon location of a commercial mineable reserve, the Company will actively prepare the site for extraction and enter a development stage. At present, management devotes most of its activities to raise sufficient funds to further explore and develop its mineral properties. Planned principal activities have not yet begun. The ability of the Company to emerge from the exploration stage with respect to any planned principal business activity is dependent upon its successful efforts to raise additional equity financing and/or attain profitable mining operations. As at March 31, 2010, the Company has a working capital deficit of $63,342 and has accumulated losses of $20,867,575 since inception. The Company also has significant mineral property acquisition and exploration commitments. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.
	Management’s plan for the next twelve months is to continue initial exploration activities on the New York Canyon Project in Nevada. The agreements pursuant to which the Company acquired its interests in the New York Canyon Project provide for a series of cash payments and annual filing maintenance costs. If the Company fails to make such payments or expenditures in a timely fashion it may lose its interest in those properties. As at March 31, 2010, the Company had cash of $310,931 on hand, and for the next twelve months, management anticipates that the minimum cash requirements to fund its proposed exploration program and continued operations will be $1,050,000. Accordingly, the Company does not have sufficient funds to meet planned expenditures over the next twelve months, and will need to seek additional debt or equity financing to meet its planned expenditures. There is no assurance that the Company will be able to raise sufficient cash to fund its future exploration programs and operational expenditures.
2.	Summary of Significant Accounting Policies
	a)	Basis of Presentation
		These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is June 30.
	b)	Interim Financial Statements
		The interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions for Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2009, included in the Company’s Annual Report on Form 10- K filed on September 28, 2009 with the SEC.
		The financial statements included herein are unaudited; however, they contain all normal recurring accruals and adjustments that, in the opinion of management, are necessary to present fairly the Company’s financial position as at March 31, 2010, and the results of its operations and cash flows for the three month and nine month periods ended March 31, 2010 and 2009. The results of operations for the three month and nine month periods ended March 31, 2010 are not necessarily indicative of the results to be expected for future quarters or the full year.

F-4

Canyon Copper Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
March 31, 2010
(unaudited)

2.	Summary of Significant Accounting Policies (continued)
	c)	Use of Estimates
		The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets, mineral property costs, derivative liabilities, asset retirement obligations, stock-based compensation, and deferred income tax asset valuations. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	d)	Comprehensive Income (Loss)
		ASC 220,Comprehensive Incomeestablishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at March 31, 2010 and 2009, the Company had no items that represent comprehensive income (loss).
	e)	Fair Value of Financial Instruments
		Our financial instruments consist principally of cash, accounts payable and due to related parties. Pursuant to ASC 820,Fair Value Measurements and Disclosuresand ASC 825, Financial Instruments the fair value of our cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.
	f)	Recent Accounting Pronouncements
		In May 2009, FASB issued ASC 855,Subsequent Events, which establishes general standards for the evaluation, recognition and disclosure of events and transactions that occur after the balance sheet date and through the date that the financial statements are issued. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s financial statements.
		In June 2009, the FASB issued guidance now codified as ASC 105,Generally Accepted Accounting Principlesas the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate all references to pre-codification standards
		The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
3.	Mineral Properties
	a)	The Company owns a 100% interest, subject to a 2% net smelter royalty, in the New York Canyon Copper Project located in Mineral County, Nevada. The Company acquired its interest by making cash payments of $460,000, issuing 2,000,000 shares at a fair value of $1,495,000, and incurring $2,000,000 in exploration expenditures.
		In addition the Company was assigned two lease agreements in which the Company must make quarterly lease payments. On October 9, 2004, a lease agreement was entered into with Tammy Gentry and Pat Hannigan on the Copper Queen #2 patented claim located within the overall New York Canyon property. The term of the lease is nine years. As required by the lease agreement, there was an initial payment of $1,000, with quarterly payments of $1,500 commencing October 1, 2004. The Company also has the right to purchase the claim for $50,000 at any time during the term of the lease agreement and that all quarterly payments made shall be applied to the purchase price.

F-5

Canyon Copper Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
March 31, 2010
(unaudited)

3.	Mineral Properties (continued)
		On January 1, 2005, a lease agreement was entered into with Clifford DeGraw and Richard Markiewicz on the Mildred and Copper Queen #1 patented claims located within the overall New York Canyon property. The term of the lease is seven years. As required by the lease agreement, there was an initial payment of $2,500, with quarterly payments commencing April 1, 2005 and required so long as the lease agreement remains in effect as follows: $2,500 per quarter during the first year; $3,500 per quarter during the second year; $4,000 per quarter during the third year; $5,000 per quarter during the fourth year; and $7,500 per quarter thereafter. The Company also has the right to purchase the claims for $130,000 at any time during the term of the lease agreement and that all quarterly payments made shall be applied to the purchase price.
	b)	On July 21, 2004, the Company entered into a fifteen-year renewable lease agreement, which gives the Company the right of exploration for and production of minerals in eighteen mineral claims owned by the lessor. The mineral claims are located within the area of the Company’s New York Canyon Copper Project. Under the terms of the agreement, the Company must make cash payments of $25,000 on execution of the agreement (paid). On the first anniversary of the execution of the agreement, the Company must make payments to the lessor of $1,000 per month, $2,000 per month after the second anniversary and $3,000 per month after the third anniversary for as long as the lease is in effect. In addition, at six and twenty-four months after the execution of the agreement the Company will give the lessor, respectively, 10,000 shares (issued at a fair value of $3,500 in fiscal 2005) and 15,000 shares (issued at a fair value of $7,950 in fiscal 2007) of the Company’s common stock. This agreement is subject to a Net Smelter Interest payable to two parties (1.75% Net Smelter Royalty (“NSR”) + 0.5% NSR). The 1.75% is terminated upon payments of $2,000,000; then the second party will retain 1.5% NSR which will revert to 0.5% after an additional $2,000,000 is paid.
4.	Accrued Liabilities

		March 31,		June 30,
		2010		2009
	$		$
Interest accrued on debt		–		24,028
Professional fees and other accruals		–		267
		–		24,295

5.	Related Party Transactions
	a)	As at March 31, 2010, the Company was indebted to the President of the Company for $144,791 (Cdn$147,050) (June 30, 2009 - $81,713 (Cdn$95,000)) of consulting fees. The amount due is non-interest bearing, unsecured and due on demand.
	b)	As at March 31, 2010, the Company was indebted to the Chief Executive Officer of the Company for $137,850 (June 30, 2009 - $175,353), which consists of the following amounts:
		i)	$137,850 (Cdn$140,000) (June 30, 2009 - $85,841 (Cdn$99,800)) for consulting fees, which is non- interest bearing, unsecured and due on demand;
		ii)	$Nil (June 30, 2009 - $21,504 (Cdn$25,000)) in advances for working capital purposes which bears interest at 15% per annum, is unsecured and due on demand. The Company repaid the advances on July 31, 2009;
		iii)	$Nil (June 30, 2009 - $21,504 (Cdn$25,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and was due on January 7, 2009. On January 13, 2009, the maturity date on the notes was extended to April 7, 2010. The Company repaid the note on July 31, 2009;
		iv)	$Nil (June 30, 2009 - $21,504 (Cdn$25,000)) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on November 8, 2009. On January 13, 2009, the maturity date on the notes was extended to February 8, 2010. The Company repaid the note on July 31, 2009; and

F-6

Canyon Copper Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
March 31, 2010
(unaudited)

5.	Related Party Transactions (continued)
		v)	$Nil (June 30, 2009 - $25,000) in advances for working capital purposes which bears interest at 15% per annum, is secured by a promissory note, and is due on October 1, 2008. On January 13, 2009, the maturity date on the notes was extended to January 1, 2010. The Company repaid the note on July 31, 2009.
	c)	As at March 31, 2010, the Company was indebted to the Chief Financial Officer of the Company for $305 (June 30, 2009 - $267) of general and administrative expenses. The amounts due are non-interest bearing, unsecured and due on demand.
	d)	As at March 31, 2010, $10,190 (June 30, 2009 - $70,190) is owed to a former Vice President of Finance of the Company and is included in accounts payable. The amount due is non-interest bearing, unsecured and due on demand.
	e)	As at March 31, 2010, $nil (June 30, 2009 - $6,980) is owed to a former Vice President of the Company and is included in accounts payable. The amount due is non-interest bearing, unsecured and due on demand.
	f)	During the nine months ended March 31, 2010, the Company incurred consulting fees of $42,755 (2009 - $40,224), $45,195 (2009 - $38,309), and $51,975 (2009 - $51,975) to the Chief Executive Officer of the Company, President of the Company, and Chief Financial Officer, respectively.
	g)	Starting November 1, 2009, the Company began paying $5,000 a month for geological support to a company with common directors and officers. During the nine months ended March 31, 2010, the Company incurred geological support fees of $25,000 (2009 - $nil).

6.	Common Stock
	a)	On August 10, 2009, the Company issued 12,850,000 shares of common stock at a price of $0.04 per share for proceeds of $514,000. The proceeds of the offering will be used to retire corporate indebtedness and for general working capital purposes.
	b)	On August 31, 2009, the Company issued 1,375,000 shares of common stock at a price of $0.04 per share for proceeds of $55,000. The proceeds of the offering will be used to retire corporate indebtedness and for general working capital purposes.
	c)	During the nine months ended March 31, 2010, the Company received $56,000 which was included in stock subscriptions receivable at June 30, 2009.

7.	Stock Options
	On August 21, 2009, the Board of Directors of the Company adopted the Company’s 2009 Stock Option Plan (the “2009 Stock Option Plan”). A total of 7,800,000 shares of the Company’s common stock are available for issuance under the 2009 Stock Option Plan. As at March 31, 2010, the Company had 3,700,000 stock options available for granting pursuant to the 2009 Stock Option Plan.
	On August 21, 2009, prior to the adoption of the 2009 Stock Option Plan, the Board of Directors of the Company decided to suspend and/or terminate prior stock option plans in order to limit the number of shares that may be optioned by the Company as follows:
	i.	suspend the granting of new options under the 2004 Non-Qualified Stock Option Plan dated June 17, 2004, as amended on April 6, 2005, (the “2004 Stock Option Plan”). The Board of Directors also decided that the 2004 Stock Option Plan will terminate once all existing options granted have been exercised, expired or otherwise terminated;
	ii.	terminate the 2006 Stock Incentive Plan dated April 5, 2006 as all options have expired or otherwise been terminated; and
	iii.	suspend the granting of new options under the 2007 Stock Incentive Plan dated December 3, 2007 (the “2007 Stock Incentive Plan”). The Board of Directors also decided that the 2007 Stock Incentive Plan will terminate once all existing options granted have been exercised, expired or otherwise terminated.

F-7

Canyon Copper Corp.
(An Exploration Stage Company)
Notes to the Financial Statements
(Expressed in U.S. dollars)
March 31, 2010
(unaudited)

7.	Stock Options (continued)
	On August 21, 2009, the Company issued non-qualified stock options to purchase a total of 4,100,000 shares of common stock to various employees, officers, directors and consultants of the Company, of which 3,950,000 stock options were issued pursuant to the 2009 Stock Option Plan. The options were granted with an exercise price of $0.10 per share and expire on August 20, 2014. The fair value of these stock options was estimated at the date of grant using the Black-Scholes option-pricing model assuming an expected life of 5 years, a risk-free rate of 2.58%, an expected volatility of 213%, and a 0% dividend yield. The weighted average fair value of stock options granted was $0.09 per share.
	During the nine month period ended March 31, 2010, the Company recorded stock-based compensation of $362,614 as general and administrative expense.
	A summary of the Company’s stock option activity is as follows:

		Weighted Average	Aggregate
	Number of	Exercise Price	Intrinsic Value
	Options	$	$
Outstanding, June 30, 2009	1,191,667	0.77
Issued	4,100,000	0.10
Outstanding, March 31, 2010	5,291,667	0.25	–
Exercisable, March 31, 2010	5,291,667	0.25	–

	As at March 31, 2010, the weighted average remaining contractual life of the outstanding stock options is 3.93 years.
	As at March 31, 2010, the Company had no unvested options outstanding.
8.	Share Purchase Warrants
	The following table summarizes the continuity of the Company’s share purchase warrants:

			Weighted
			Average
			Exercise
	Number of		Price
	Warrants		$
Balance, June 30, 2009	11,852,305		0.13
Expired	(400,000	)	0.90
Balance, March 31, 2010	11,452,305		0.10

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

	Exercise
Number of	Price
Warrants	$	Expiry Date
1,633,333	0.36	August 17, 2010
9,818,972	0.06	June 30, 2011
11,452,305

9.	Legal Proceeding
	On January 23, 2007, Focused Investor Relations Marketing Inc. commenced an action in Ontario, Canada against the Company seeking payment in the amount of $84,000 pursuant to an oral agreement. The Company believes that this action is without merit and will defend its position vigorously.

F-8

ITEM 2. MANAGEMENT'S DISCUSSIONANDANALYSISOFFINANCIALCONDITIONANDRESULTS OF OPERATIONS.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Quarterly Report on Form 10-Q constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption “Part II - - Item 1A. Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents, particularly our annual reports, quarterly reports and current reports we file from time to time with the United States Securities and Exchange Commission (the “SEC”).

OVERVIEW

We were incorporated on January 21, 2000 under the laws of the State of Nevada.

We are an exploration stage company engaged in the acquisition, exploration and development of mineral properties. We currently hold 100% title in two major claim blocks comprising a total of 1,332 mineral claims, covering approximately 26,440 acres located in Mineral County, Nevada (the “New York Canyon Claims”). We also hold 21 patented mineral claims covering an area of approximately 420 acres, located within the vicinity of the New York Canyon Claims area. We collectively refer to the New York Canyon Claims and the patented claims as the “New York Canyon Project.”

We have not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that commercially viable mineral deposits exist on our claims or that we will discover commercially exploitable levels of mineral resources on our properties, or if such deposits are discovered, that we will enter into further substantial exploration programs.

PLAN OF OPERATION

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three and nine month periods ended March 31, 2010 and changes in our financial condition from June 30, 2009. This discussion should be read in conjunction with the Management’s Discussion and Analysis of Financial Condition and Results of Operation included in our Annual Report on Form 10-K for the year ended June 30, 2009 filed with the SEC on September 28, 2009.

3

Over the next twelve months, our plan of operation is to re-analyze the 2006 Longshot Ridge drill pulps and to initiate environmental base line studies, which will permit us to conduct advanced exploration if warranted. In order to implement our exploration program and to continue our operations, we anticipate that we will require the following:

	12 Month Total
ITEM AND ACTIVITY	Budget
LAND STATUS
2010 - 2011 unpatented claim maintenance fees	$ 205,000
Monthly Payments – Patented Claims	55,000
PERMITTING
Road and drill site work	35,000
Archaeological and biological surveys	20,000
Water quality monitoring	20,000
Drill Permitting & Bonding	20,000
Reclamation	20,000
ASSAYING
Re-assay 2006 Longshot Ridge drill pulps	100,000
GEOPHYSICAL SURVEYS
Induced polarization	70,000
Airborne radiometric survey	65,000
GEOLOGICAL MAPPING AND INVESTIGATIONS
Mapping and sampling	50,000
Contingency 10%	65,000
Management fee 5%	35,000
GENERAL AND ADMINISTRATIVE EXPENSES
General and Administrative	290,000
TOTAL	$ 1,050,000

As at March 31, 2010, we had cash of $310,931 and, for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $1,050,000. We do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to seek financing to meet our planned expenditures. However, there is no assurance we will be successful in raising the necessary funding or on terms that are acceptable to us. Since inception, we have been dependent on investment capital and debt financing from third parties as our primary source of liquidity. We anticipate continuing to rely on sales of shares of our common stock and loans in order to continue to fund our business operations. Issuances of additional shares will result in further dilution of our existing shareholders.

RESULTS OF OPERATIONS

Three Months and Nine Months Summary

		Three Months Ended					Percentage		Nine Months Ended					Percentage
		March 31					Increase /		March 31					Increase /
		2010			2009		(Decrease)		2010			2009		(Decrease)
Revenue	$	-		$	-		n/a	$	-		$	-		n/a
Operating Expenses		(109,739	)		(72,063	)	52.3%		(938,191	)		(421,840	)	122.4%
Other Income (Expenses)		-			38,117		(100)%		(1,169	)		(45,853	)	(97.5)%
Net Loss	$	(109,739	)	$	(33,946	)	223.3%	$	(939,360	)	$	(467,693	)	100.8%

4

Revenues

We have not earned any revenues to date and do not anticipate earning revenues until such time as we enter into commercial production of our mineral properties. There can be no assurance that we will be successful in discovering commercial quantities or that we can commercially produce metals or minerals. We are presently an exploration stage company engaged in the search for mineral reserves. We can provide no assurances that we will be able to discover any commercially exploitable levels of mineral resources on our property, or, even if such resources are discovered, that we will be able to enter into commercial production of our mineral properties.

Expenses

Our expenses for the three and nine month periods ended March 31, 2010 and 2009 consisted of the following:

		Three Months Ended				Percentage		Nine Months Ended				Percentage
		March 31				Increase /		March 31				Increase /
		2010		2009		(Decrease)		2010		2009		(Decrease)
Operating Expenses:
Foreign exchange loss (gain)	$	9,078	$	(12,947	)	170.1%	$	43,134	$	(73,974	)	158.3%
General and administrative		69,161		69,900		(1.1)%		625,664		258,076		142.4%
Mineral exploration costs		31,500		15,110		108.5%		269,413		237,738		13.3%
Sub-total	$	109,739	$	72,063		52.3%	$	938,191	$	421,840		122.4%
Other Expenses:
Accretion of discounts on convertible debt		-		89,160		(100)%		-		157,400		(100)%
Gain on change in fair values of derivative liability		-		(405,594	)	(100)%		-		(422,115	)	(100)%
Interest expense		-		28,884		(100)%		1,169		75,944		(98.5)%
Gain on settlement of related party debt		-		(3,021	)	(100)%		-		(3,021	)	(100)%
Loss on extinguishment of debt		-		252,454		(100)%		-		252,454		(100)%
(Recovery) impairment loss on investment securities		-		-		n/a		-		(14,809	)	(100)%
Sub-total	$	-	$	(38,117	)	(100)%	$	1,169	$	45,853		97.5%
Total Expenses	$	109,739	$	33,946		223.3%	$	939,360	$	467,693		100.8%

Our operating expenses increased from $72,063, during the quarter ended March 31, 2009, to $109,739, during the quarter ended March 31, 2010. The increase in our operating expenses is due to increases in our mineral exploration expenses and foreign exchange loss.

General and administration expenses, during the quarter ended March 31, 2010, primarily consisted of: (i) consulting fees incurred for services provided by our executive officers; and (ii) legal and accounting fees in connection with meeting our ongoing reporting requirements under the Securities Exchange Act of 1934 (the "Exchange Act”).

Mineral exploration costs, during the quarter ended March 31, 2010, consisted of mineral lease payments and consulting fees in connection with our New York Canyon Project.

5

We anticipate that our expenses will increase over the next twelve months due to our ongoing planned exploration activities on the New York Canyon Project.

LIQUIDITY AND CAPITAL RESOURCES

Working Capital
							Percentage
		At March 31, 2010			At June 30, 2009		Increase / Decrease
Current Assets	$	350,260		$	427,896		(18.1	)%
Current Liabilities		(413,602	)		(539,492	)	(23.3	)%
Working Capital Deficit	$	(63,342	)	$	(111,596	)	(43.2	)%

Cash Flows

		Nine Months Ended			Nine Months Ended
		March 31, 2010			March 31, 2009
Cash Used in Operating Activities	$	(651,674	)	$	(472,520	)
Cash Provided by Investing Activities		-			14,809
Cash Provided by Financing Activities		530,498			514,575
Effect of Exchange Rate Changes on Cash		4,991			-
Net Increase in Cash During Period (Decrease)	$	116,185		$	56,854

As at March 31, 2010, we had a working capital deficit of $63,342 as compared to a working capital deficit of $111,596 as at June 30, 2009. The decrease in our working capital deficit is primarily a result of the fact that we: (i) raised proceeds from the sale of our common stock; and (ii) decreased our accounts payables and accrued liabilities.

During the nine months ended March 31, 2010, we completed the following equity financings in reliance of Regulation S of the Securities Act:

(a)	On August 10, 2009, we issued 12,850,000 shares of our common stock for gross proceeds of $514,000; and
(b)	On August 31, 2009, we issued 1,375,000 shares of our common stock for gross proceeds of $55,000.

Future Financings

Our plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project and requires us to obtain financing. We recorded a net loss of $109,739 for the nine months ended March 31, 2010 and have an accumulated deficit of $20,867,575 since inception. As at March 31, 2010, we had cash of $310,931 and, for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $1,050,000. Accordingly, we do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to seek financing to meet our planned expenditures. There is no assurance that we will be able to obtain financing in the future.

Obtaining financing is subject to a number of factors, including the market prices for the mineral property and copper. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

None.

6

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 2 to our audited financial statements included in our Annual Report for the year ended June 30, 2009.

Mineral Property Costs

We have been in the exploration stage since our inception on January 21, 2000, and have not yet realized any revenues from our planned operations. We are primarily 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 using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets.” We assess the carrying costs for impairment under SFAS 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. 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 probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Long-Lived Assets

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, we test long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

Stock-Based Compensation

We record stock based compensation in accordance with SFAS 123(R), “Share-Based Payments,” which requires the measurement and recognition of compensation expense, based on estimated fair values, for all share-based awards, made to employees and directors, including stock options.

SFAS 123(R) requires companies to estimate the fair value of share-based awards on the date of grant using an option-pricing model. We use the Black-Scholes option-pricing model as our method of determining fair value. This model is affected by our stock price as well as assumptions regarding a number of subjective variables. These subjective variables include, but are not limited to our expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The value of the portion of the award that is ultimately expected to vest is recognized as an expense in the statement of operations over the requisite service period.

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

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ITEM 4T. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of March 31, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses disclosed in our Annual Report on Form 10-K for the year ended June 30, 2009 (the “2009 Annual Report”).

Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in our 2009 Annual Report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 fairly present our financial condition, results of operations and cash flows in all material respects.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended March 31, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Other than as previously disclosed in our 2009 Annual Report, we are not party to any legal proceedings and there have been no material developments to the proceedings previously disclosed in our 2009 Annual Report.

ITEM 1A. RISK FACTORS.

The following are some of the important factors that could affect our financial performance or could cause actual results to differ materially from estimates contained in our forward-looking statements. We may encounter risks in addition to those described below. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, may also impair or adversely affect our business, financial condition or results of operation.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease exploration activities and if we do not obtain sufficient financing, our business will fail.

We were incorporated on January 21, 2000 and to date have been involved primarily in organizational activities, the acquisition of mineral claims and the exploration and development on these claims. We have no exploration history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon:

(i)	our ability to locate a profitable mineral property; and
(ii)	our ability to generate revenues.

Our plan of operation calls for significant expenses in connection with the exploration of the New York Canyon Project, which will require us to obtain financing. We recorded a net loss of $109,739 for the nine months ended March 31, 2010 and have an accumulated deficit of $20,867,575 since inception. As at March 31, 2010, we had cash of $310,391 and for the next twelve months, management anticipates that the minimum cash requirements to fund our proposed exploration program and our continued operations will be $1,050,000. Accordingly we do not have sufficient funds to meet our planned expenditures over the next twelve months and will need to seek financing to meet our planned expenditures.

Obtaining financing would be subject to a number of factors, including the market prices for the mineral property and base and precious metals. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us. Since our inception, we have used our common stock to raise money for our operations and for our property acquisitions. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operation. For these reasons, our independent auditors believe there exists a substantial doubt about our ability to continue as a going concern.

Because we anticipate our operating expenses will increase prior to our earning revenues, we may never achieve profitability.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from the exploration of our mineral claims and the production of minerals thereon, if any, we will not be able to earn profits or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to ever generate any operating revenues or achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

Because we are an exploration stage company, our business has a high risk of failure.

As noted in the financial statements that are included with this report, we are an exploration stage company that has incurred net losses since inception, we have not attained profitable operations and we are dependent upon obtaining adequate financing to complete our exploration activities. These conditions, as indicated in our audit report on our Annual Report on Form 10-K for the year ended June 30, 2009, raise substantial doubt as to our ability to continue as a going concern. The success of our business operations will depend upon our ability to obtain further financing to complete our planned exploration program and to attain profitable operations. If we are not able to complete a successful exploration program and attain sustainable profitable operations, then our business will fail.

9

Because we have not commenced business operations, we face a high risk of business failure.

We have not earned any revenues as of the date of this Quarterly Report. Potential investors should be aware of the difficulties normally encountered by new 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.

We have no known mineral reserves and if we cannot find any, we will have to cease operations.

We have no mineral reserves. Mineral exploration is highly speculative. It involves many risks and is often non-productive. Even if we are able to find mineral reserves on our property our production capability is subject to further risks including:

• Costs of bringing the property into production including exploration work, preparation of production feasibility studies, and construction of production facilities, all of which we have not budgeted for;
• Availability and costs of financing;
• Ongoing costs of production; and
• Environmental compliance regulations and restraints.

The marketability of any minerals acquired or discovered may be affected by numerous factors which are beyond our control and which cannot be accurately predicted, such as market fluctuations, the lack of milling facilities and processing equipment near the New York Canyon Project and such other factors as government regulations, including regulations relating to allowable production, exporting of minerals, and environmental protection. If we do not find a mineral reserve or define a mineral inventory containing gold, silver, copper, zinc or iron or if we cannot explore the mineral reserve, either because we do not have the money to do it or because it will not be economically feasible to do it, we will have to cease operations and investors will lose their investment.

In order to maintain our rights to the New York Canyon Project, we will be required to make annual filings with federal and state regulatory agencies and/or be required to complete assessment work on the New York Canyon Project.

In order to maintain our rights to the New York Canyon Project, we will be required to make annual filings with federal and state regulatory authorities. Currently the amount of these fees is approximately $205,000; however, these maintenance fees are subject to adjustment. In addition, we may be required by federal and/or state legislation or regulations to complete minimum annual amounts of mineral exploration work on the New York Canyon Project. A failure by us to meet the annual maintenance requirements under federal and state laws could cause our rights to the New York Canyon Project to lapse.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages if and when we conduct mineral exploration activities.

The search for valuable minerals involves numerous hazards. As a result, if and when we conduct exploration activities we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

10

If the price of base and precious metals declines, our financial condition and ability to obtain future financings will be impaired.

The price of base and precious metals is affected by numerous factors, all of which are beyond our control. Factors that tend to cause the price of base and precious metals to decrease include the following:

(a)	Sales or leasing of base and precious metals by governments and central banks;
(b)	A low rate of inflation and a strong US dollar;
(c)	Speculative trading;
(d)	Decreased demand for base and precious metals industrial, jewelry and investment uses;
(e)	High supply of base and precious metals from production, disinvestment, scrap and hedging;
(f)	Sales by base and precious metals producers and foreign transactions and other hedging transactions; and
(g)	Devaluing local currencies (relative to base and precious metals price in US dollars) leading to lower production costs and higher production in certain major base and precious metals producing regions.

Our business is dependent on the price of base and precious metals. We have not undertaken hedging transactions in order to protect us from a decline in the price of base and precious metals. A decline in the price of base and precious metals may also decrease our ability to obtain future financings to fund our planned development and exploration programs.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Our success is dependent upon the performance of key personnel working full-time in management, supervisory and administrative capacities or as consultants. This is particularly true in highly technical businesses such as mineral exploration. These individuals are in high demand and we may not be able to attract the personnel we need. The loss of the services of senior management or key personnel could have a material and adverse effect on us, our business and results of operations. Failure to hire key personnel when needed, or on acceptable terms, would have a significant negative effect on our business.

As we undertake exploration of our mineral claims, we will be subject to compliance with government regulation that may increase the anticipated cost of our exploration program.

There are several governmental regulations that materially restrict mineral exploration. We are required to obtain work permits, post bonds and perform remediation work for any physical disturbance to the land in order to comply with these laws. If we enter the production phase, the cost of complying with permit and regulatory environment laws will be greater because the impact on the project area is greater. Permits and regulations will control all aspects of the production program if the project continues to that stage. Examples of regulatory requirements include:

(a)	Water discharge will have to meet drinking water standards;
(b)	Dust generation will have to be minimal or otherwise re-mediated;
(c)	Dumping of material on the surface will have to be re-contoured and re-vegetated with natural vegetation;
(d)	An assessment of all material to be left on the surface will need to be environmentally benign;
(e)	Ground water will have to be monitored for any potential contaminants;
(f)	The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
(g)	There will have to be an impact report of the work on the local fauna and flora including a study of potentially endangered species.

11

There is a risk that new regulations could increase our costs of doing business and prevent us from carrying out our exploration program. We will also have to sustain the cost of reclamation and environmental remediation for all exploration work undertaken. Both reclamation and environmental remediation refer to putting disturbed ground back as close to its original state as possible. Other potential pollution or damage must be cleaned-up and renewed along standard guidelines outlined in the usual permits. Reclamation is the process of bringing the land back to its natural state after completion of exploration activities. Environmental remediation refers to the physical activity of taking steps to remediate, or remedy, any environmental damage caused. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the recommended work program. If remediation costs exceed our cash reserves we may be unable to complete our exploration program and have to abandon our operations.

If we become subject to increased environmental laws and regulation, our operating expenses may increase.

Our development and production operations are regulated by both US Federal and Nevada state environmental laws that relate to the protection of air and water quality, hazardous waste management and mine reclamation. These regulations will impose operating costs on us. If the regulatory environment for our operations changes in a manner that increases costs of compliance and reclamation, then our operating expenses would increase with the result that our financial condition and operating results could be adversely affected.

If we complete a financing through the sale of additional shares of our common stock, shareholders will experience dilution.

The most likely source of future financing presently available to us is through the issuance of our common stock. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be the offering by us of an interest in our properties to be earned by another party or parties carrying out further exploration thereof, which is not presently contemplated.

Because our stock is a penny stock, stockholders will be more limited in their ability to sell their stock.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or quotation system.

Because our securities constitute "penny stocks" within the meaning of the rules, the rules apply to us and to our securities. The rules may further affect the ability of owners of shares to sell our securities in any market that might develop for them. As long as the quotation price of our common stock is less than $5.00 per share, the common stock will be subject to Rule 15g-9 under the Exchange Act. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, that:

1.	contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
2.	contains a description of the broker's or dealer's duties to the customer and of the rights and remedies available to the customer with respect to a violation to such duties or other requirements of securities laws;
3.	contains a brief, clear, narrative description of a dealer market, including bid and ask prices for penny stocks and the significance of the spread between the bid and ask price;
4.	contains a toll-free telephone number for inquiries on disciplinary actions;

12

5.	defines significant terms in the disclosure document or in the conduct of trading in penny stocks; and
6.	contains such other information and is in such form, including language, type, size and format, as the SEC shall require by rule or regulation.

The broker-dealer also must provide, prior to effecting any transaction in a penny stock, the customer with: (a) bid and offer quotations for the penny stock; (b) the compensation of the broker-dealer and its salesperson in the transaction; (c) the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and (d) a monthly account statements showing the market value of each penny stock held in the customer's account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following exhibits are either provided with this Quarterly Report on Form 10-Q or are incorporated herein by reference.

Exhibit
Number	Description of Exhibit
3.1	Amended and Restated Articles of Incorporation.(14)
3.2	Certificate of Change Pursuant to NRS 78.209 decreasing the authorized capital of common stock to 166,666,666 shares, par value $0.00001 per share.(24)
3.3	Bylaws.(1)
4.1	Specimen Stock Certificate.(14)
10.1	2004 Nonqualified Stock Option Plan.(4)
10.2	2006 Stock Incentive Plan dated April 5, 2006.(10)
10.3	Convertible Preferred Stock Purchase Agreement dated July 29, 2004 between the Company and Langley Park Investments PLC.(5)
10.4	Property Option Agreement dated March 18, 2004 among the Company, Robert & Sharon Weicker, Kurt & Tami Schendel, and Nevada Sunrise LLC (New York Canyon Project).(3)
10.5	Lease Agreement dated July 21, 2004 between the Company and Jaycor Mining, Inc.(6)
10.6	Consulting Agreement dated April 5, 2005 between the Company and Anthony Harvey.(7)
10.7	Consulting Agreement dated August 5, 2005 between the Company and Chris Broili.(11)
10.8	Consulting Agreement dated August 10, 2005 between the Company and Mel Klohn.(11)
10.9	Consulting Agreement dated August 22, 2005 between the Company and Carlo Civelli.(11)

13

Exhibit
Number	Description of Exhibit
10.10	Consulting Agreement dated September 20, 2005 between the Company and Richard Dixon.(8)
10.11	Consulting Agreement dated September 20, 2005 between the Company and Richard Kehmeier.(8)
10.12	Consulting Agreement dated January 6, 2006 between the Company and Kurt Bordian.(9)
10.13	Consulting Agreement dated January 19, 2006 between the Company and Mark A. Reynolds.(8)
10.14	Consulting Agreement dated February 1, 2006 between the Company and Linda Erdman.(8)
10.15	Consulting Agreement dated February 1, 2006 between the Company and Geoffrey Goodall.(8)
10.16	Consulting Agreement dated February 1, 2006 between the Company and Robert Young.(11)
10.17	Debt Settlement Agreement dated November 8, 2005 between the Company and Cameron Reynolds.(11)
10.18	Mineral Processing Research Agreement dated March 22, 2006 among the Company, Nevada Sunrise, LLC and INTOR Resources Corporation.(11)
10.19	Loan Agreement dated September 12, 2006 between the Company and Aton Ventures Fund Ltd.(12)
10.20	Loan Agreement dated September 11, 2006 between the Company and Asset Protection Fund Ltd.(12)
10.21	Convertible Promissory Note dated September 12, 2006 between the Company and Aton Ventures Fund Ltd.(12)
10.22	Convertible Promissory Note dated September 11, 2006 between the Company and Asset Protection Fund Ltd.(12)
10.23	Promissory Note dated August 16, 2006 between the Company and Anthony Harvey.(13)
10.24	First Amendment Loan Agreement dated November 27, 2006 between the Company and Aton Ventures Fund Ltd.(15)
10.25	First Amendment to Loan Agreement dated November 27, 2006 between the Company and Asset Protection Fund Ltd.(15)
10.26	Convertible Promissory Note dated November 27, 2006 between the Company and Aton Ventures Fund Ltd.(15)
10.27	Convertible Promissory Note dated November 27, 2006 between the Company and Asset Protection Fund Ltd.(15)
10.28	Quitclaim Deed for the New York Canyon Project dated March 12, 2007.(16)
10.29	Sponsorship Agreement dated March 29, 2007 between the Company and Union Securities Ltd.(17)
10.30	Engagement Letter dated March 29, 2007 between the Company and Union Securities Ltd.(17)
10.31	Second Amendment to Loan Agreement dated April 12, 2007 between the Company and Aton Ventures Fund Ltd.(17)
10.32	Second Amendment to Loan Agreement dated April 11, 2007 between the Company and Asset Protection Fund Ltd.(17)
10.33	Loan Agreement dated April 25, 2007 between the Company and Aton Select Fund Limited.(17)
10.34	Loan Agreement dated April 25, 2007 between the Company and Anthony Harvey for the loan of CDN$50,000.(17)
10.35	Loan Agreement dated April 25, 2007 between the Company and Anthony Harvey for the loan of $100,000.(17)
10.36	Promissory Note dated April 25, 2007 between the Company and Aton Select Fund Limited.(17)
10.37	Promissory Note dated April 25, 2007 between the Company and Anthony Harvey for the loan of CDN$50,000.(17)

14

Exhibit
Number	Description of Exhibit
10.38	Promissory Note dated April 25, 2007 between the Company and Anthony Harvey for the loan of $100,000.(17)
10.39	Termination Agreement dated September 25, 2007 between the Company and Mark Reynolds.(18)
10.40	Third Amendment to Loan Agreement dated November 30, 2007 between the Company and Aton Ventures Fund Ltd.(19)
10.41	Third Amendment to Loan Agreement dated November 30, 2007 between the Company and Asset Protection Fund Ltd.(19)
10.42	Convertible Promissory Note dated November 30, 2007 between the Company and Aton Ventures Fund Ltd.(19)
10.43	Convertible Promissory Note dated November 30, 2007 between the Company and Asset Protection Fund Ltd.(19)
10.44	Management Consulting Agreement dated December 1, 2007 between the Company, ARH Management Ltd. and Anthony Harvey.(19)
10.45	Management Consulting Agreement dated December 1, 2007 between the Company, Ainsworth-Jenkins Holdings Inc. and Benjamin Ainsworth.(19)
10.46	2007 Stock Incentive Plan.(19)
10.47	Form of Non-Qualified Stock Option Agreement between the Company and Directors and Officers.(19)
10.48	Loan Agreement dated April 1, 2008 between the Company and Anthony Harvey.(20)
10.49	Promissory Note dated April 1, 2008 between the Company and Anthony Harvey.(20)
10.50	Loan Agreement dated May 8, 2008 between the Company and Anthony Harvey.(21)
10.51	Promissory Note dated May 8, 2008 between the Company and Anthony Harvey.(21)
10.52	First Amendment to Loan Agreement dated May 9, 2008 between the Company and Aton Select Fund Limited.(21)
10.53	Convertible Promissory Note dated May 9, 2008 between the Company and Aton Select Fund Limited.(21)
10.54	First Amendment to Loan Agreement dated May 9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(21)
10.55	Convertible Promissory Note dated May 9, 2008 between the Company and Anthony Harvey for the loan of $100,000.(21)
10.56	First Amendment to Loan Agreement dated May 9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(21)
10.57	Convertible Promissory Note dated May 9, 2008 between the Company and Anthony Harvey for the loan of CDN$50,000.(21)
10.58	Loan Agreement dated July 7, 2008 between the Company and Anthony Harvey for the loan of CDN $25,000.(22)
10.59	Promissory Note dated July 7, 2008 between the Company and Anthony Harvey for the loan of CDN $25,000.(22)
10.60	Fourth Amendment to Loan Agreement dated January 13, 2009 between the Company and Aton Ventures Fund Ltd.(23)
10.61	Convertible Promissory Note dated January 13, 2009 between the Company and Aton Ventures Fund Ltd.(23)
10.62	Fourth Amendment to Loan Agreement dated January 13, 2009 between the Company and Asset Protection Fund Ltd.(23)
10.63	Convertible Promissory Note dated January 13, 2009 between the Company and Asset Protection Fund Ltd.(23)
10.64	First Amendment to Loan Agreement dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 USD.(23)
10.65	Convertible Promissory Note dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 USD.(23)

15

Exhibit
Number	Description of Exhibit
10.66	First Amendment to Loan Agreement dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 CDN.(23)
10.67	Convertible Promissory Note dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 CDN.(23)
10.68	First Amendment to Loan Agreement dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 CDN.(23)
10.69	Convertible Promissory Note dated January 13, 2009 between the Company and Anthony Harvey for the loan of $25,000 CDN.(23)
10.70	Subscription and Debt Settlement Agreement dated for reference June 15, 2009 between the Company and Aton Ventures Fund Ltd.(25)
10.71	Subscription and Debt Settlement Agreement dated for reference June 15, 2009 between the Company and Silver BF Energy Ventures Sdn. Bhd.(25)
10.72	Subscription and Debt Settlement Agreement dated for reference June 15, 2009 between the Company and Asset Protection Fund Ltd.(25)
10.73	Subscription and Debt Settlement Agreement dated for reference June 15, 2009 between the Company and Barroco Foundation.(25)
10.74	Subscription and Debt Settlement Agreement dated for reference June 15, 2009 between the Company and Aton Select Fund Limited.(25)
10.75	2009 Stock Option Plan.(26)
10.76	Form of Non-Qualified Stock Option Agreement between Canyon Copper Corp. and Directors and Officers.(26)
14.1	Code of Ethics.(2)
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Audit Committee Charter.(2)
99.2	Disclosure Committee Charter.(2)

Notes:

(1)	Filed with the SEC as an exhibit to our Registration Statement on Form SB-2 originally filed on April 26, 2000.
(2)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on August 26, 2003.
(3)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 8, 2004.
(4)	Filed with the SEC as an exhibit to our Registration Statement on Form S-8 filed on June 17, 2004.
(5)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 2004.
(6)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 8, 2004.
(7)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on May 23, 2005.
(8)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 7, 2006.
(9)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on February 16, 2006.
(10)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 10, 2006.
(11)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on May 22, 2006.
(12)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 15, 2006.
(13)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 7, 2006.
(14)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on October 13, 2006.
(15)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2006.
(16)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 26, 2007.
(17)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-QSB filed on May 21, 2007.
(18)	Filed with the SEC as an exhibit to our Annual Report on Form 10-KSB filed on September 28, 2007.
(19)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 6, 2007.

16

(20)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 7, 2008.
(21)	Filed with the SEC as an exhibit to our Quarterly Report on Form 10-Q filed on May 15, 2008.
(22)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 11, 2008.
(23)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on January 20, 2009.
(24)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 19, 2009.
(25)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 6, 2009.
(26)	Filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 24, 2009.

17

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.

			CANYON COPPER CORP.
Dated:	April 16, 2010	By:	/s/ Anthony R. Harvey
			ANTHONY R. HARVEY
			Chairman and Chief Executive Officer
			(Principal Executive Officer)

Dated:	April 16, 2010	By:	/s/ Kurt Bordian
			KURT BORDIAN
			Chief Financial Officer and Treasurer
			(Principal Accounting Officer and Principal Financial
			Officer)