As filed with the Securities and Exchange Commission on September 25, 2012
Registration No. 333-182751

================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1/A
Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

LA PAZ MINING CORP.
(Exact name of Registrant as Specified in its Charter)

Nevada 1000 99-1720516
(State or other jurisdiction of (Primary Standard Industrial (IRS Employer
incorporation or organization) Classification Code Number) Identification No.)

7558 W. Thunderbird Rd. #1-486
Peoria, Arizona, 85381
(602) 509-2822
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive Offices)

Business Filings Incorporated
311 S Division Street
Carson City, Nevada, 89703
Telephone 800-981-7183
(Name, address, including zip code, and telephone number,
including area code of Agent for Service

Copies of all communication to:
Fred Bauman, Esq.
Rosenfeld, Bauman, & Forbes
401 N. Buffalo Dr., Suite 100
Las Vegas, NV 89145
Telephone (702) 386-8637
Facsimile: (702) 385-3025
Fbauman@lawrosen.com

Approximate date of commencement of proposed sale to the public: As soon as
declared effective.

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. [X]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a smaller reporting company. See definitions of "large
accelerated filer," "accelerated filer," and "smaller reporting company," in
Rule 12b-2 of the Exchange Act. (Check one.)

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

CALCULATION OF REGISTRATION FEE

========================================================================================================
Title of Each Proposed Maximum Proposed Maximum
Class of Securities Amount to be Offering Price Aggregate Offering Amount of
To be Registered Registered Per Share(1) Price(1) Registration Fee
--------------------------------------------------------------------------------------------------------
Common Stock,
$.001 par value (2) 10,000,000 $ 0.002 $20,000 $2.29
--------------------------------------------------------------------------------------------------------
Total Registration Fee $20,000 $2.29
========================================================================================================

(1) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(o) promulgated under the Securities Act of 1933, as
amended. Includes stock to be sold by the selling stockholder.
(2) The shares of common stock being registered hereunder are being registered
for resale by a certain selling stockholder named in the prospectus.

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
================================================================================

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until October 23, 2012, all dealers that effect transactions in these
securities, whether or not participating in this offering, may be required to
deliver a prospectus. This is in addition to the dealers' obligation to deliver
a prospectus when acting as underwriters and with respect to their unsold
allotments or subscriptions.

SUBJECT TO COMPLETION, DATED SEPTEMBER 25, 2012

PROSPECTUS

LA PAZ MINING CORP.

10,000,000 SHARES OF COMMON STOCK

The selling stockholder named in this prospectus, namely Charles Irizarry, our
sole executive officer and director, is offering 10,000,000 shares of common
stock of La Paz Mining Corp. at $0.002 per common share. Mr. Irizarry currently
holds 100% of our issued and outstanding common stock. The Company will not
receive any of the proceeds from the sale of these shares. The shares were
acquired by the selling stockholder directly from us in a private offering of
our common stock that was exempt from registration under the securities laws.
The selling stockholder has set an offering price for these securities of $0.002
per common share and an offering period of 28 days from the date of this
prospectus. This is a fixed price for the duration of the offering. The Company
does not intend to extend the offering beyond the 28 day offering period. The
selling stockholder is an underwriter, within the meaning of Section 2(11) of
the Securities Act. Any broker-dealers or agents that participate in the sale of
the common stock or interests therein are also be deemed to be an "underwriter"
within the meaning of Section 2(11) of the Securities Act. Any discounts,
commissions, concessions or profit earned on any resale of the shares may be
underwriting discounts and commissions under the Securities Act. The selling
stockholder, who is an "underwriter" within the meaning of Section 2(11) of the
Securities Act, is subject to the prospectus delivery requirements of the
Securities Act. See "Security Ownership of Certain Beneficial Owners" for more
information about the selling stockholder. Please note that this registration
statement covers the sale of 66% of the Company's outstanding securities. All of
the outstanding shares are currently held by the selling shareholder, Mr.
Irizarry, the Company's sole director, officer, stockholder, and promoter, and
these shares were obtained after our date of inception on November 18, 2011.

Our common stock is presently not traded on any market or securities exchange.

AN INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PLEASE REFER
TO "RISK FACTORS" ON PAGE 6 OF THIS PROSPECTUS FOR DETAILS REGARDING THE RISKS
RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL AS WELL AS RISKS GENERALLY
ASSOCIATED WITH THE MINING EXPLORATION INDUSTRY.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE
MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE
OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING
CIRCULAR OR OTHER SELLING LITERATURE.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

La Paz Mining Corp. qualifies as an "emerging growth company" as defined in the
Jumpstart our Business Startups Act (the "JOBS Act"), and will therefore be
subject to reduced public company reporting requirements.

Proceeds to the selling stockholder do not include offering costs, including
filing fees, printing costs, legal fees, accounting fees, and transfer agent
fees estimated at $6,600. The Company will pay these expenses.

This Prospectus is dated September 25, 2012.

TABLE OF CONTENTS

Page
----

PROSPECTUS SUMMARY 3

RISK FACTORS 6

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS 12

USE OF PROCEEDS 13

DETERMINATION OF OFFERING PRICE 13

DILUTION 13

SELLING SECURITY HOLDER 14

PLAN OF DISTRIBUTION 14

DESCRIPTION OF SECURITIES TO BE REGISTERED 16

INTERESTS OF NAMED EXPERTS AND COUNSEL 16

INFORMATION WITH RESPECT TO THE REGISTRANT 17

DESCRIPTION OF BUSINESS 17

MANAGEMENTS DISCUSSION AND ANALYSIS 32

DIRECTORS AND EXECUTIVE OFFICERS 35

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE 36

FINANCIAL STATEMENTS F-1

SUMMARY INFORMATION

The following summary highlights some of the information in this prospectus. It
may not contain all of the information that is important to you. To understand
this offering fully, it is important that you read the entire prospectus
carefully, including the "RISK FACTORS" and our financial statements and the
notes accompanying the financial statements that appear elsewhere in this
prospectus. Unless otherwise specifically noted, the terms "Company," "we," "us"
or "our" refers to La Paz Mining Corp.

CORPORATE BACKGROUND AND INFORMATION

LA PAZ MINING CORP.

La Paz Mining Corp. was organized under the laws of the State of Nevada on
November 18, 2011, to explore mineral properties in North America.

La Paz Mining Corp. is engaged in the exploration for uranium and other
minerals. The Company's Bee Uranium Property is located approximately 3
kilometers southwest of the resort town of Harrison Lake, B.C. The property is
located on the lower, east slope of Mount Agassiz, to the west of Miami Creek.
Easy access to the property is provided from the nearby town of Harrison Hot
Springs.

The Bee Uranium Property comprises one mineral claim containing 6 cell claim
units totaling 126.45 hectares:

BC Tenure # Work Due Date Cells Total Area (Hectares)
----------- ------------- ----- ---------------------
928770 Nov. 9, 2012 6 126.45

In 1978, an exploration program consisting of geologic mapping, radiometric
surveys and soil sampling was carried out to locate potential areas of uranium
mineralization, in proximity to the Bee mineral showing area. This exploration
work was carried out on behalf of Jet-Star Resources Ltd. of Vancouver, British
Columbia.

We require an estimated total of $300,000 to implement the three phases of our
exploration plan. We currently have not taken any concrete steps to implement
our business plan.

We are an exploration stage company and we have not realized any revenues to
date. We do not have sufficient capital to enable us to commence and complete
our exploration program. We will require financing in order to conduct the
exploration program described in the section entitled, "Business of the Issuer."
Our auditors have issued a going concern opinion, raising substantial doubt
about La Paz's financial prospects and the Company's ability to continue as a
going concern.

We are not a "blank check company," as we do not intend to participate in a
reverse acquisition or merger transaction. Securities laws define a "blank check
company" as a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person.

With its current assets, the Company can remain operational through 2012 if it
does not complete Phase 1 of its program and only pays the government fees to
keep the claims valid. However, the Company plans to raise the capital necessary
to fund our business through a private placement and public offering of our
common stock. The Company intends to work directly with private placees once
this registration statement is declared effective. The Company anticipates that
they will have either a private placement or additional funding from its founder
by the end of 2012 in order to conducts its operations.

Our offices are located at: 7558 W. Thunderbird Rd. #1-486 Peoria, Arizona,
85381. Telephone: (602)509-2822

THE OFFERING

Securities offered 10,000,000 shares of common stock

Selling stockholder Charles Irizarry

Offering price $0.002 per share

Shares outstanding prior to the
offering 15,000,000 shares of common stock

Shares to be outstanding after the
offering 15,000,000 shares of common stock

Use of proceeds The Company will not receive any
proceeds from the sale of the common
stock by the selling stockholder.

SUMMARY FINANCIAL INFORMATION

The following tables set forth the summary financial information for the
Company. You should read this information together with the financial statements
and the notes thereto appearing elsewhere in this prospectus and the information
under "Plan of Operation."

STATEMENT OF OPERATIONS

From Inception
(November 18, 2011)
Through
April 30, 2012
--------------

Revenues $ 0
Operating expenses $ 4,597
Net loss from operations $ 4,597
Net loss before taxes $ 4,597
Loss per share - basic and diluted $ 0.000
Weighted average shares outstanding basic 13,902,439

BALANCE SHEET DATA

April 30, 2012
--------------

Cash and cash equivalents $ 6,570
Total current assets $ 6,570
Mineral property $ 20,000
Total assets $ 26,570
Total current liabilities $ 1,167
Total liabilities $ 1,167
Common stock $ 15,000
Additional paid-in capital $ 15,000
Deficit accumulated during exploration stage $ (4,597)
Total stockholders' equity $ 25,403

RISK FACTORS

Investing in our securities involves a high degree of risk. In addition to the
other information contained in this registration statement, prospective
purchasers of the securities offered hereby should consider carefully the
following factors in evaluating the Company and its business.

The securities we are offering through this registration statement are
speculative by nature and involve an extremely high degree of risk and should be
purchased only by persons who can afford to lose their entire investment. We
also caution prospective investors that the following risk factors could cause
our actual future operating results to differ materially from those expressed in
any forward looking statements, oral, written, made by or on behalf of us. In
assessing these risks, we suggest that you also refer to other information
contained in this registration statement, including our financial statements and
related notes.

RISKS RELATED TO OUR COMPANY AND OUR INDUSTRY

THE COMPANY HAS NEVER EARNED A PROFIT AND WE ARE CURRENTLY OPERATING UNDER A NET
LOSS. THERE IS NO GUARANTEE THAT WE WILL EVER EARN A PROFIT.

From our inception to the period ended on April 30, 2012 the Company has not
generated any revenue. Rather, the Company incurred a net loss of $4,597 from
inception (November 18, 2011) through April 30, 2012. The Company does not
currently have any revenue producing operations. The Company is currently not
operating profitably, and it should be anticipated that it will operate at a
loss at least until such time when the production stage is achieved, if
production is, in fact, ever achieved.

IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.

We will need to obtain additional financing in order to complete our business
plan. We currently do not have any operations and we have no income. We are an
exploration stage company and we have not realized any revenues to date. We do
not have sufficient capital to enable us to commence and complete our
exploration program and based on our current operating plan, we do not expect to
generate revenue that is sufficient to cover our expenses for at least the next
twelve months. We will require financing in order to conduct the exploration
program described in the section entitled, "Business of the Issuer." We need to
raise $25,000 to complete the first phase of our exploration program and
$300,000 to complete all three phases of our program. We do not have any
arrangements for financing and we may not be able to find such financing if
required. We will need to obtain additional financing to operate our business
for the next twelve months, and if we do not our business will fail. We will
raise the capital necessary to fund our business through a Prospectus and public
offering of our common stock. Obtaining additional financing would be subject to
a number of factors, including investor acceptance of mineral claims and
investor sentiment. These factors may adversely affect the timing, amount,
terms, or conditions of any financing that we may obtain or make any additional
financing unavailable to us.

OUR COMPANY WAS RECENTLY FORMED, AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A
PROFIT. IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY AN INVESTMENT IN
OUR SECURITIES MAY BE WORTHLESS.

We have no operating history and have not proved we can operate successfully. We
face all of the risks inherent in a new business. If we fail, your investment in
our common stock will become worthless. From inception (November 18, 2011) to
the period ended on April 30, 2012, we incurred a net loss of $4,597 and did not
earn any revenue. The Company does not currently have any revenue producing
operations.

WE HAVE NO OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE
SUCCESSFUL IN OUR MINERAL EXPLORATION ACTIVITIES.

The Company has no history of operations. As a result of our brief operating
history, there can be no assurance that that we will be successful exploring for
uranium or other minerals. Our future performance will depend upon our
management and its ability to locate and negotiate additional exploration
opportunities in which we can participate. There can be no assurance that we
will be successful in these efforts. Our inability to locate additional
opportunities, to hire additional management and other personnel, or to enhance
our management systems, could have a material adverse effect on our results of
operations. There can be no assurance that the Company's operations will be
profitable.

WE ARE CONTROLLED BY MR. CHARLES IRIZARRY, OUR SOLE EXECUTIVE OFFICER AND
DIRECTOR, AND, AS SUCH, YOU MAY HAVE NO EFFECTIVE VOICE IN OUR MANAGEMENT.

Upon the completion of this offering, Mr. Charles Irizarry, our sole Executive
Officer Director, will beneficially own approximately 33% of our issued and
outstanding common stock. Mr. Irizarry may exercise some control as a
significant shareholder over all matters requiring stockholder approval,
including the possible election of additional directors and approval of
significant corporate transactions. If you purchase shares of our common stock,
you may have no effective voice in our management.

WE ARE SOLELY GOVERNED BY MR. CHARLES IRIZARRY, OUR SOLE EXECUTIVE OFFICER AND
DIRECTOR, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO THE COMPANY OF A
CONFLICT OF INTEREST.

Mr. Charles Irizarry, our sole Executive Officer and Director, makes decisions
such as the approval of related party transactions, the compensation of
Executive Officers, and the overseeing of the accounting function. There will be
no segregation of executive duties and there may not be effective disclosure and
accounting controls to comply with applicable laws and regulations, which could
result in fines, penalties and assessments against us. Accordingly, the inherent
controls that arise from the segregation of executive duties may not prevail. In
addition, Mr. Irizarry will exercise full control over all matters that
typically require the approval of a Board of Directors. Mr. Irizarry's actions
are not subject to the review and approval of a Board of Directors and, as such,
there may be significant risk to the Company of a conflict of interest.

Our sole Executive Officer and Director exercises control over all matters
requiring stockholder approval including the election of Directors and the
approval of significant corporate transactions. Insofar as Mr. Charles Irizarry
makes all decisions as to which projects the Company undertakes, there is a risk
of a conflict of interest arising between the duties of Mr. Irizarry in his role
as our sole Executive Officer and his own personal financial and business
interests in other business ventures distinct and separate from the interests of
the Company. His personal interests may not, during the ordinary course of
business, coincide with the interests of the stockholders and, in the absence of
the effective segregation of such duties, there is a risk of a conflict of
interest. We have not voluntarily implemented various corporate governance
measures. As such, stockholders have limited protections against the
transactions implemented by Mr. Irizarry, conflicts of interest and similar
matters.

We have not adopted corporate governance measures such as an audit or other
independent committees and we presently only have one director. Stockholders
should bear in mind our current lack of corporate governance measures in
formulating their investment decisions.

BECAUSE CHARLES IRIZARRY, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, HAS OTHER
BUSINESS INTERESTS, HE MAY NOT BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT
OF TIME TO OUR BUSINESS OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.

It is possible that the demands on Mr. Charles Irizarry, our sole Executive
Officer and Director, from other obligations could increase with the result that
he would no longer be able to devote sufficient time to the management of our
business. Mr. Irizarry will devote fewer than 12-15 hours per month or 3-4 hours
per week to the affairs of the Company. In addition, Mr. Irizarry may not
possess sufficient time to manage our business if the demands of managing our
business increased substantially.

CHARLES IRIZARRY, OUR SOLE EXECUTIVE OFFICER AND DIRECTOR, LACKS TECHNICAL
TRAINING AND EXPERIENCE IN MINERAL EXPLORATION OR MINING, AND MAY NOT BE FULLY
AWARE OF THE REQUIREMENTS WITHIN THE MINING INDUSTRY.

The management of the Company, our sole executive officer and director, Mr.
Irizarry, has no technical training or experience in minerals exploration or
mining, or exploring for, starting, or operating a mine, and that with no direct
training or experience in these areas, and as such, may not be fully aware of
many of the specific requirements related to working within the mining industry.

THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS
THAT WE MAKE TO BE UNRELIABLE.

Mineral deposit estimates and related databases are expressions of judgment
based on knowledge, mining experience, and analysis of drilling results and
industry practices. Valid estimates made at a given time may significantly
change when new information becomes available. By their nature, mineral deposit
estimates are imprecise and depend upon statistical inferences, which may
ultimately prove unreliable. Mineral deposit estimates included here, if any,
have not been adjusted in consideration of these risks and, therefore, no
assurances can be given that any mineral deposit estimate will ultimately be
reclassified as reserves. If the Company's exploration program locates a mineral
deposit, there can be no assurances that any of such deposits will ever be
classified as reserves.

MR. CHARLES IRIZARRY HAS NOT PHYSICALLY INSPECTED THE SUBJECT PROPERTY AND DOES
NOT HAVE CURRENT PLANS TO VISIT THE PROPERTY.

Mr. Irizarry has not visited the property, but has relied on property reports
and other consultants who are knowledgeable with the property. With respect to
the further exploration of the property, Mr. Irizarry does not have any current
plans to visit the property but instead intends to hire various professionals
and consultants to further explore the property as this work is required. As the
Company will rely on third parties, the costs of exploration may be higher than
if the Company and its employees engaged in the work themselves. By not visiting
the property directly, Mr. Irizarry will be unable to personally verify the
information and results that are presented by third parties.

WE ARE SENSITIVE TO FLUCTUATIONS IN THE PRICE OF MINERALS, WHICH IS BEYOND OUR
CONTROL. THE PRICE OF URANIUM IS VOLATILE AND PRICE CHANGES ARE BEYOND OUR
CONTROL.

The price of uranium and other minerals can fluctuate. The prices of uranium and
other minerals have been and will continue to be affected by numerous factors
beyond the Company's control. Factors that affect the price of uranium include
the demand from consumers for products that use uranium, economic conditions,
over supply from secondary sources and costs of production. Price volatility and
downward price pressure, which can lead to lower prices, could have a material
adverse effect on the costs or the viability of our projects.

MINERAL EXPLORATION AND PROSPECTING IS A HIGHLY COMPETITIVE AND SPECULATIVE
BUSINESS AND WE MAY NOT BE SUCCESSFUL IN SEEKING AVAILABLE OPPORTUNITIES.

The process of mineral exploration and prospecting is a highly competitive and
speculative business. Individuals are not subject to onerous accreditation and
licensing requirements prior to beginning mineral exploration and prospecting
activities. As such, the company, in seeking available opportunities, will
compete with numerous individuals and companies, including established,
multi-national companies that have more experience and resources than the
Company. The exact number of active competitors at any one time is heavily
dependant on current economic conditions; however, statistics provided by the
AEBC (The Association for Mineral Exploration, British Columbia), state that
approximately 1000 mining companies operate in BC. Each one of these companies
can be considered to be in competition with our company for mineral resources in
British Columbia. Moreover, the Government of Canada at,
http://mmsd1.mMr.nrcan.gc.ca/mmsd/exploration/default_e.asp, reports that in
2006, CDN $140.6 billion was spent in mineral exploration activities in British
Columbia.

Because we may not have the financial and managerial resources to compete with
other companies, we may not be successful in our efforts to acquire projects of
value, which may, ultimately, become productive. However, while we compete with
other exploration companies for the rights to explore other claims, there is no
competition for the exploration or removal of mineral from our claims from other
companies, as we have no agreements or obligations that limit our right to
explore or remove minerals from our claims.

COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE
HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS
SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.

All mining is regulated by the government agencies at the Federal and Provincial
levels of government in Canada. Compliance with such regulation has a material
effect on the economics of our operations and the timing of project development.
Our primary regulatory costs have been related to obtaining licenses and permits
from government agencies before the commencement of mining activities. An
environmental impact study that must be obtained on each property in order to
obtain governmental approval to mine on the properties is also a part of the
overall operating costs of a mining company.

The possibility of more stringent regulations exists in the areas of worker
health and safety, the dispositions of wastes, the decommissioning and
reclamation of mining and milling sites and other environmental matters, each of
which could have an adverse material effect on the costs or the viability of a
particular project. Compliance with environmental considerations and permitting
could have a material adverse effect on the costs or the viability of our
projects.

MINING AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY FEDERAL
AND PROVINCIAL GOVERNMENTS IN CANADA. ANY FUTURE CHANGES IN GOVERNMENTS,
REGULATIONS AND POLICIES, COULD ADVERSELY AFFECT THE COMPANY'S RESULTS OF
OPERATIONS FOR A PARTICULAR PERIOD AND ITS LONG-TERM BUSINESS PROSPECTS.

Mining and exploration activities are subject to extensive regulation by
government. Such regulation relates to production, development, exploration,
exports, taxes and royalties, labor standards, occupational health, waste
disposal, protection and remediation of the environment, mine and mill
reclamation, mine and mill safety, toxic substances and other matters.
Compliance with such laws and regulations has increased the costs of exploring,

drilling, developing, constructing, operating mines and other facilities.
Furthermore, future changes in governments, regulations and policies, could
adversely affect the Company's results of operations in a particular period and
its long-term business prospects.

The development of mines and related facilities is contingent upon governmental
approvals, which are complex and time consuming to obtain and which, depending
upon the location of the project, involve various governmental agencies. The
duration and success of such approvals are subject to many variables outside the
Company's control.

RISKS RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL

THE COMPANY HAS NOT PAID ANY CASH DIVIDENDS ON ITS SHARES OF COMMON STOCK AND
DOES NOT ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE.
ACCORDINGLY, INVESTORS WILL ONLY SEE A RETURN ON THEIR INVESTMENTS IF THE VALUE
OF THE SHARES APPRECIATES.

Payment of future dividends, if any, will depend on earnings and capital
requirements of the Company, the Company's debt facilities and other factors
considered appropriate by the Company's Board of Directors. To date, the Company
has not paid any cash dividends on the Company's Common Stock and does not
anticipate paying any such dividends in the foreseeable future. Accordingly,
investors will only see a return on their investments if the value of the
Company's shares appreciates.

IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS AND KEEP THE
CLAIMS IN GOOD STANDING, THEN OUR RIGHT TO THE MINERAL CLAIMS WILL LAPSE AND WE
WILL LOSE EVERYTHING THAT WE HAVE INVESTED AND EXPENDED TOWARDS THESE CLAIMS.

We must complete mineral exploration work on our mineral claims and keep the
claims in good standing. If we do not fulfill our work commitment requirements
on our claims or pay the fee to keep the claims in good standing, then our right
to the claims will lapse and we will lose all interest that we have in these
mineral claims. We are obligated to pay $635 in lieu of work to the British
Columbia Provincial government on an annual basis to keep our claims in good
standing. Our claims are due on November 9, 2012.

BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS,
THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO OPERATE AS A GOING CONCERN.

The report of our independent auditors, on our audited financial statements for
the audited period ended April 30, 2012 indicates that there are a number of
factors that raise substantial doubt about our ability to continue as a going
concern. Our continued operations are dependent on our ability to obtain
financing and upon our ability to achieve future profitable operations from the
development of our mineral properties. If we are not able to continue as a going
concern, it is likely investors will lose their investment.

RISKS RELATED TO THIS OFFERING AND OUR STOCK

WE WILL NEED TO RAISE ADDITIONAL CAPITAL. IN SO DOING, WE WILL FURTHER DILUTE
THE TOTAL NUMBER OF SHARES ISSUED AND OUTSTANDING. THERE CAN BE NO ASSURANCE
THAT THIS ADDITIONAL CAPITAL WILL BE AVAILABLE OR ACCESSIBLE BY US.

La Paz will need to raise additional capital by issuing additional shares of
common stock and will, thereby, increase the number of common shares
outstanding. There can be no assurance that this additional capital will be
available to meet these continuing exploration and development costs or, if the
capital is available, that it will be available on terms acceptable to the
Company. If the Company is unable to obtain financing in the amounts and on
terms deemed acceptable, the business and future success of the Company will
almost certainly be adversely affected. If we are able to raise additional
capital, we cannot be assured that it will be on terms that enhance the value of
our common shares.

IF WE COMPLETE FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON
STOCK IN THE FUTURE, THEN OUR STOCKHOLDERS WILL EXPERIENCE DILUTION.

The most likely source of future financing presently available to us is through
the sale of shares of our common stock. Any sale of common stock will result in
dilution of equity ownership to stockholders. This means that if we sell shares
of our common stock, more shares will be outstanding and each stockholder will
own a smaller percentage of the shares then outstanding. To raise additional
capital we may have to issue additional shares, which may substantially dilute
the interests of stockholders. Alternatively, we may have to borrow large sums,
and assume debt obligations that require us to make substantial interest and
capital payments.

THERE IS NO MARKET FOR OUR COMMON STOCK, WHICH LIMITS OUR STOCKHOLDERS ABILITY
TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL.

There is currently no public market for our shares, and we cannot assure you
that a market for our stock will develop. Consequently, investors may not be
able to use their shares for collateral or loans and may not be able to
liquidate at a suitable price in the event of an emergency. In addition,
investors may not be able to resell their shares at or above the price they paid
for them or may not be able to sell their shares at all.

IF A PUBLIC MARKET FOR OUR STOCK IS DEVELOPED, FUTURE SALES OF SHARES COULD
NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.

If a public market for our stock is developed, then sales of Common Stock in the
public market could adversely affect the market price of our Common Stock. There
are at present 15,000,000 shares of Common Stock issued and outstanding.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND THE NASD'S SALES PRACTICE REQUIREMENTS, WHICH MAY
LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

The Company's common shares may be deemed to be "penny stock" as that term is
defined in Regulation Section "240.3a51-1" of the Securities and Exchange
Commission (the "SEC"). Penny stocks are stocks: (a) with a price of less than
U.S. $5.00 per share; (b) that are not traded on a "recognized" national
exchange; (c) whose prices are not quoted on the NASDAQ automated quotation
system (NASDAQ - where listed stocks must still meet requirement (a) above); or
(d) in issuers with net tangible assets of less than U.S. $2,000,000 (if the
issuer has been in continuous operation for at least three years) or U.S.
$5,000,000 (if in continuous operation for less than three years), or with
average revenues of less than U.S. $6,000,000 for the last three years.

Section "15(g)" of the United States Securities Exchange Act of 1934, as
amended, and Regulation Section "240.15g(c)2" of the SEC require broker dealers
dealing in penny stocks to provide potential investors with a document
disclosing the risks of penny stocks and to obtain a manually signed and dated
written receipt of the document before effecting any transaction in a penny

stock for the investor's account. Potential investors in the Company's common
shares are urged to obtain and read such disclosure carefully before purchasing
any common shares that are deemed to be "penny stock".

Moreover, Regulation Section "240.15g-9" of the SEC requires broker dealers in
penny stocks to approve the account of any investor for transactions in such
stocks before selling any penny stock to that investor. This procedure requires
the broker dealer to: (a) obtain from the investor information concerning his or
her financial situation, investment experience and investment objectives; (b)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) receive a signed and dated copy of such statement from the
investor confirming that it accurately reflects the investor's financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in the Company's
common shares to resell their common shares to third parties or to otherwise
dispose them of. Stockholders should be aware that, according to Securities and
Exchange Commission Release No. 34-29093, dated April 17, 1991, the market for
penny stocks has suffered in recent years from patterns of fraud and abuse. Such
patterns include:

(i) control of the market for the security by one or a few broker-dealers
that are often related to the promoter or issuer

(ii) manipulation of prices through prearranged matching of purchases and
sales and false and misleading press releases

(iii)boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons

(iv) excessive and undisclosed bid-ask differential and markups by selling
broker-dealers

(v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired level,
along with the resulting inevitable collapse of those prices and with
consequent investor losses

Our management is aware of the abuses that have occurred historically in the
penny stock market. Although we do not expect to be in a position to dictate the
behavior of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and
uncertainties. Forward-looking statements in this prospectus include, among
others, statements regarding our capital needs, business plans and expectations.
Such forward-looking statements involve assumptions, risks and uncertainties
regarding, among others, the success of our business plan, availability of
funds, government regulations, operating costs, our ability to achieve
significant revenues, our business model and products and other factors. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. These forward-looking statements address, among others, such issues
as:

* the amount and nature of future exploration, development and other
capital expenditures,
* mining claims to be drilled,
* future earnings and cash flow,
* development projects,
* exploration prospects,
* drilling prospects,
* development and drilling potential,
* business strategy,
* expansion and growth of our business and operations, and
* our estimated financial information.

In evaluating these statements, we believe that it is important that you
consider various factors, including the assumptions, risks and uncertainties
outlined in this prospectus under "Risk Factors". These factors or any of them
may cause our actual results to differ materially from any forward-looking
statement made in this prospectus. While these forward-looking statements, and
any assumptions upon which they are based, are made in good faith and reflect
our current judgment regarding future events, our actual results will likely
vary, sometimes materially, from any estimates, predictions, projections,
assumptions or other future performance suggested herein. The forward-looking
statements in this prospectus are made as of the date of this prospectus and we
do not intend or undertake to update any of the forward-looking statements to
conform these statements to actual results, except as required by applicable
law, including the securities laws of the United States.

USE OF PROCEEDS TO ISSUER

We will not receive any proceeds from the sale of the common stock offered
through this prospectus by the selling stockholder.

DETERMINATION OF OFFERING PRICE

The shares of common stock covered by this prospectus will be offered for sale
at a fixed price of $0.002 per share. As the Company has yet to generate any
revenue, and has not begun business operations, the Company has deemed this to
be an appropriate offering price.

DILUTION

The common stock to be sold by the selling stockholder is common stock that is
currently issued and outstanding. Accordingly, there will be no dilution to
stockholders.

SELLING SECURITY HOLDER

Charles Irizarry Chief Executive Officer, Chief Financial
Officer, President, Secretary, Treasurer
and Director (Principal Executive
Officer and Principal Accounting
Officer)

Securities offered 10,000,000 shares of common stock

Selling stockholder(s) Charles Irizarry

Offering price $0.002 per share

Shares outstanding prior to the
offering 15,000,000 shares of common stock

Shares to be outstanding after
the offering 15,000,000 shares of common stock

Percentage of the class to be
owned by selling stockholder
after the offering 33.3%

Use of proceeds La Paz Mining Corp. will not receive any
proceeds from the sale of the common
stock by the selling stockholder.

PLAN OF DISTRIBUTION

The selling stockholder or their donees, pledges, transferees or other
successors-in-interest selling shares received after the date of this prospectus
from a selling stockholder as a gift, pledge, distribution or otherwise, may,
from time to time, sell any or all of their shares of common stock on any stock
exchange, market or trading facility on which the shares are traded or in
private transactions. These sales will be at $0.002 for an offering period of 28
days from the date of this prospectus. The Company has not yet applied for
quotation on any stock exchange, market, or trading facility. The selling
stockholder may use any one or more of the following methods when selling
shares:

* ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
* block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
* purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account;
* an exchange distribution following the rules of the applicable
exchange;
* privately negotiated transactions;
* short sales that are not violations of the laws and regulations of any
state of the United States;
* through the writing or settlement of options or other hedging
transactions, whether through an options exchange or otherwise;

* broker-dealers may agree with the selling stockholder to sell a
specified number of such shares at par value $0.001; and
* a combination of any such methods of sale or any other lawful method.

The selling stockholder may, from time to time, pledge or grant a security
interest in some or all of the shares of common stock owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured
parties may offer and sell the shares of common stock, from time to time, under
this prospectus, or under an amendment to this prospectus under Rule 424(b)(3)
or other applicable provision of the Securities Act amending the list of selling
stockholder to include the pledgee, transferee or other successors-in-interest
as selling stockholder under this prospectus. The selling stockholder also may
transfer the shares of common stock in other circumstances, in which case the
transferees, pledgees or other successors-in-interest will be the selling
beneficial owners for purposes of this prospectus.

In connection with the sale of our common stock or interests therein, the
selling stockholder may enter into hedging transactions with broker-dealers or
other financial institutions, which may in turn engage in short sales of the
common stock in the course of hedging the positions they assume. The selling
stockholder also may sell shares of our common stock short and deliver these
securities to close out their short positions, or loan or pledge the common
stock to broker-dealers that in turn may sell these securities. The selling
stockholder also may enter into option or other transactions with broker-dealers
or other financial institutions for the creation of one or more derivative
securities which require the delivery to the broker-dealer or other financial
institution of shares offered by this prospectus, which shares the broker-dealer
or other financial institution may resell pursuant to this prospectus (as
supplemented or amended to reflect the transaction).

The aggregate proceeds to the selling stockholder from the sale of the common
stock offered by them will be the purchase price of the common stock less
discounts or commissions, if any. A selling stockholder reserves the right to
accept and, together with its agents from time to time, to reject, in whole or
in part, any proposed purchase of common stock to be made directly or through
agents. We will not receive any of the proceeds from this offering.

The selling stockholder and any underwriters, broker-dealers or agents that
participate in the sale of the common stock or interests therein may be
"underwriters" within the meaning of Section 2(11) of the Securities Act. Any
discounts, commissions, concessions or profit they earn on any resale of the
shares may be underwriting discounts and commissions under the Securities Act. A
selling stockholder that is an "underwriter" within the meaning of Section 2(11)
of the Securities Act will be subject to the prospectus delivery requirements of
the Securities Act.

To the extent required, the shares of our common stock to be sold, the names of
the selling stockholder, the respective purchase prices and public offering
prices, the names of any agents, dealers or underwriters, and any applicable
commissions or discounts with respect to a particular offer, will be set forth
in an accompanying prospectus supplement or, if appropriate, a post-effective
amendment to the registration statement that includes this prospectus.

REGULATION M

We plan to advise the selling stockholder that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market
and to the activities of the selling security holders and their affiliates.
Regulation M under the Exchange Act prohibits, with certain exceptions,
participants in a distribution from bidding for, or purchasing for an account in
which the participant has a beneficial interest, any of the securities that are
the subject of the distribution. Accordingly, the selling stockholder are not
permitted to cover short sales by purchasing shares while the distribution of it

taking place. Regulation M also governs bids and purchases made in order to
stabilize the price of a security in connection with a distribution of the
security. In addition, we will make copies of this prospectus available to the
selling stockholder for the purpose of satisfying the prospectus delivery
requirements of the Securities Act.

STATE SECURITIES LAWS

Under the securities laws of some states, the shares may be sold in such states
only through registered or licensed brokers or dealers. In addition, in some
states the common shares may not be sold unless the shares have been registered
or qualified for sale in the state or an exemption from registration or
qualification is available and is complied with.

EXPENSES OF REGISTRATION

We are bearing substantially all costs relating to the registration of the
shares of common stock offered hereby. These expenses are estimated to be
$6,600, including, but not limited to, legal, accounting, printing and mailing
fees. The selling stockholder, however, will pay any commissions or other fees
payable to brokers or dealers in connection with any sale of such shares common
stock.

DESCRIPTION OF SECURITIES TO BE REGISTERED

The authorized capital stock of the Company at the end of the audited period on
April 30, 2012, consists of 75,000,000 shares of common stock, par value $0.001
per share, of which there are 15,000,000 shares issued and outstanding. The
following summarizes provisions of the Company's capital stock.

COMMON STOCK

Holders of shares of common stock are entitled to one vote for each share on all
matters to be voted on by the stockholders; have no preemptive rights; have no
conversion or redemption rights or sinking fund; do not have cumulative voting
rights; and share ratably in dividends, if any, as may be declared from time to
time by the Board of Directors in its discretion from funds legally available
therefore. In the event of a liquidation, dissolution or winding up of the
company, the holders of common stock are entitled to share pro rata all assets
remaining after payment in full of all liabilities. All of the outstanding
shares of common stock are fully paid and non-assessable.

DIVIDENDS

Dividends, if any, will be contingent upon the Company's revenues and earnings,
if any, and capital requirements and financial conditions. The payment of
dividends, if any, will be within the discretion of the Company's Board of
Directors. The Company presently intends to retain all earnings, if any, and
accordingly the Board of Directors does not anticipate declaring any dividends.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Our audited financial statements as of April 30, 2012 have been audited by De
Joya Griffith & Company LLC, as set forth in its report. The financial
statements have been included in reliance upon the authority of DeJoya Griffith
& Company LLC as experts in accounting and auditing.

Mr. Fred Bauman, Attorney at Law, has provided an opinion upon certain matters
relating to the legality of the common stock offered hereby for us.

INFORMATION WITH RESPECT TO THE REGISTRANT

We have not previously been subject to the reporting requirements of the
Securities and Exchange Commission. We have filed with the Commission a
registration statement on Form S-1 under the Securities Act with respect to the
shares offered hereby. This prospectus does not contain all of the information
set forth in the registration statement and the exhibits and schedules thereto.
For further information with respect to our securities and us you should review
the registration statement and the exhibits and schedules thereto. Statements
made in this prospectus regarding the contents of any contract or document filed
as an exhibit to the registration statement are not necessarily complete. You
should review the copy of such contract or document so filed.

You can inspect the registration statement and the exhibits and the schedules
thereto filed with the commission, without charge, at the office of the
Commission at 100 F Street, NE, Washington, D.C. 20549. You can also obtain
copies of these materials from the public reference section of the commission at
100 F Street, NE, Washington, D.C. 20549, at prescribed rates. You can obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The Commission maintains a web site on the Internet that
contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission at
http://www.sec.gov

DESCRIPTION OF BUSINESS

La Paz Mining Corp. was incorporated in the State of Nevada on November 18,
2011. It was incorporated for the sole purpose of engaging in mineral
exploration. It has always maintained the same business plan from inception to
present. Since inception, the Company has not filed for bankruptcy, receivership
or similar proceeding; and there has not been any material reclassification,
merger, consolidation, or purchase or sale of a significant amount of assets not
in the ordinary course of business.

The Bee Uranium Property comprises one mineral claim containing 6 cell claim
units totaling 126.45 hectares:

BC Tenure # Work Due Date Cells Total Area (Hectares)
----------- ------------- ----- ---------------------
928770 Nov. 9, 2012 6 126.45

The Company was incorporated for the purpose of exploring mineral claims in
North America. The short-term strategy of the Company is to explore and further
develop the Bee Uranium property and to explore its commercial viability. The

long-term strategy of the Company is to continue to acquire additional mineral
claims that complement its core business.

We are an exploration stage company and we cannot provide assurance to investors
that our mineral claims contain a commercially exploitable mineral deposit, or
reserve, until appropriate exploratory work is done and an economic evaluation
based on such work concludes economic feasibility.

PROPERTY ACQUISITION DETAILS

La Paz Mining Corp. purchased the Bee Uranium Property for USD $20,000 on
November 30, 2011. The Company owns 100% of the rights to the property, subject
to a 3% net smelter royalty. There are no other underlying rights or royalties
on this property. In British Columbia, the acquisition of mineral claims is done
using an online application whereby a company or individual can stake claims
online. A mineral tenure is granted the available subsurface rights at the time
of issuance. For our property, the tenure includes all subsurface minerals, as
there were no other tenures on the property at time of staking. The mineral
rights must be renewed on November 9, 2012. The tenure includes both mineral and
placer mineral rights on the property.

In order to keep these claims in good standing the Company must either complete
and report work on the property or pay a renewal fee prior to the expiry date on
November 9, 2012.

In British Columbia, a mineral or placer claim has a set expiry date, and in
order to maintain the claim beyond that expiry date, the recorded holder (or an
agent) must, on or before the expiry date, register either exploration and
development work that was performed on the claim, or a payment instead of
exploration and development. Failure to maintain a claim results in automatic
forfeiture at the end (midnight) of the expiry date; there is no notice to the
claim holder prior to forfeiture.

When exploration and development work or a payment instead of work is
registered, the claimholder may advance the claim forward to any new date. With
a payment instead of work the minimum requirement is 6 months, and the new date
cannot exceed one year from the current expiry date; with work, it may be any
date up to a maximum of ten years beyond the current anniversary year.
"Anniversary year" means the period of time from the last expiry date to the
next immediate expiry date.

All recorded holders of a claim must hold a valid miner's certificate when
either work or a payment is registered on the claim.

Clients need to register a certain value of work or a "cash-in-lieu of work"
payment to their claims in MTO. The following are the costs required to maintain
a claim for one year:

* MINERAL CLAIM - WORK REQUIREMENT:

* $5 per hectare for anniversary years 1 and 2;
* $10 per hectare for anniversary years 3 and 4;
* $15 per hectare for anniversary years 5 and 6; and
* $20 per hectare for subsequent anniversary years

* MINERAL CLAIM - CASH-IN-LIEU OF WORK:

* $10 per hectare for anniversary years 1 and 2;
* $20 per hectare for anniversary years 3 and 4;
* $30 per hectare for anniversary years 5 and 6; and
* $40 per hectare for subsequent anniversary years

* PLACER CLAIM - WORK REQUIREMENT:

* $20 per hectare

* PLACER CLAIM - CASH-IN-LIEU OF WORK:

* $40 per hectare
Exploration and development work is defined in section 1 of the MINERAL TENURE
ACT REGULATION as either physical exploration and development or technical
exploration and development.

"PHYSICAL EXPLORATION AND DEVELOPMENT" includes:

a. if the work is related to a mineral claim, any of the following:

i. trenching, open cuts, adits, pits, shafts and other underground
activity for the purposes of collecting samples or other
geological or technical information;

ii. reclamation related to exploration and development activities;

iii. ground control surveys, line cutting and grids that support an
activity described in paragraphs (b) to (h) of the definition of
technical exploration and development;

iv. precision survey techniques such as global positioning or surveys
conducted by a practising land surveyor;

v. global positioning surveys in accordance with section 20;

b. if the work is related to a placer claim, any of the following:

i. activities referred to in paragraph (a);

ii. panning, digging or washing of gravels to test for the presence
of economically significant minerals;

"TECHNICAL EXPLORATION AND DEVELOPMENT" for mineral claims and placer claims
includes:

a. archaeological impact assessments;

b. geological surveys and studies;

c. mineral resource or ore reserve calculations and related work;

d. geophysical surveys;

e. geochemical surveys;

f. drilling, including drilling for the purposes of collecting samples,
core logging or other geological or technical information;

g. analysis of mineral or rock samples including a bulk sample to assess
characteristics pertinent to the assessment of the mineral resource,
including acid base accounting, metallurgical, mineralogical,
beneficiation and petrological studies;

h. prospecting and exploring;

i. environmental baseline studies;

j. construction and maintenance of roads, trails, helicopter landing
sites, drill sites and drill core storage if required to support an
activity described in any of paragraphs (b) to (i);

k. preparation and geological interpretation of air photo, satellite or
other remotely sensed images that support an activity described in
paragraphs (a) to (i);

l. preparation of orthophoto and topological surveys that support an
activity described in paragraphs (a) to (i);

m. compilations of previous exploration and development studies and
reports if those compilations lead to new exploration and development;

n. any other similar activity that may be approved by the chief gold
commissioner before the exploration and development is done;

There were some significant changes in the fore-going that were introduced in
January 2005:

* Road and trail work, whether construction or upgrading, cannot be
registered on its own as physical work; road and trail work is only
acceptable when it is part of a technical work program.

* Travel and accommodation costs are not acceptable on their own; if
other physical or technical work was performed, travel and
accommodation costs may be included.

* General property evaluations and similar activities are not
acceptable.

* Ground control surveys, line cutting and grids cannot be registered as
stand-alone physical work, but only as part of a technical work
program.

[MAP SHOWING PROPERTY BC LOCATION]

FIG. 1 BEE URANIUM PROPERTY BC LOCATION MAP

ACCESS

The property is located on the lower, east slope of Mount Agassiz, to the west
of Miami Creek. Easy access to the property is provided from the nearby town of
Harrison Hot Springs.

Access is gained by traveling approximately 3 kilometers south from Harrison Hot
Springs along Highway No. 9. At this point, a powerline road is traveled for
approximately 800 meters west from Highway 9 to Miami Creek. The Bee showing
area is easily accessed from this point, lying at an elevation of 150 meters,
immediately west of Miami Creek.

The Property is close to reliable sources of power and water. The Property is
within 500 meters of Highway 9 which has hydro lines along its length.
High-power transmission lines run east-west immediately north of the Property.
Miami Creek runs through the Property and the Property lies approximately 1000
meters from Harrison Lake, which at 250 square kilometers is the largest lake in
the southern Coast Mountain Region of Canada. There is a powerline road on the
north side of the Property. Other than this road, there is no other existing
infrastructure on the Property.

The Bee mineral claim lies within the New Westminster Mining Division at 49(0)
16.5' north latitude and 121(0) 48' west longitude.

[MAP SHOWING PROPERTY REGIONAL LOCATION]

FIG. 2 BEE URANIUM PROPERTY REGIONAL LOCATION MAP

TOPOGRAPHY, CLIMATE, VEGETATION

The property is found near the southern tip of the Pacific Ranges, which is a
physiographic subdivision of the Coast Mountains. The slopes of Mount Agassiz
are steep and rugged, with numerous rock bluffs.

The current mineral property occupies the steep easterly slopes of Mt. Agassiz,
ranging from about 600 meters elevation on Mt. Agassiz to about 50 meters along
Miami Creek. The Bee mineral showing is at 150 meters elevation, near the base
of Mt. Agassiz.

The mineral property is covered by coniferous forest consisting of fir, cedar
and hemlock. Swampy brush is found along the sides of Miami Creek. The climate
is moderate with warm summers and cool rainy winters.

At the south-east corner of the Property, on the other side of Miami Creek is a
public golf course. This is the only public use portion of the Property.
However, the mineral interests lie on the west side of Miami Creek, and the
Company does not believe this will limit its ability to obtain exploration or
mining permits.

[MAP SHOWING BEE URANIUM PROPERTY]

FIG. 3 BEE URANIUM PROPERTY MAP

PROPERTY STATUS

The Bee Property comprises one mineral claim containing 6 cell claim units
totaling 126.45 hectares:

BC Tenure # Work Due Date Cells Total Area (Hectares)
----------- ------------- ----- ---------------------
928770 Nov. 9, 2012 6 126.45

[PHOTO SHOWING BEE URANIUM PROPERTY]

FIG. 4 BEE URANIUM PROPERTY

PREVIOUS WORK

Other than radiometric, mapping and geochemical surveys carried out in 1978,
there is very little documented information pertaining to the Bee mineral
showing. Some hand trenching and blasting had been carried out at some time in
the past and are visible on the property, but there are no references to this
work.

[MAP SHOWING REGIONAL GEOLOGY OF THE BEE URANIUM PROPERTY]

FIG. 5 REGIONAL GEOLOGY OF THE BEE URANIUM PROPERTY

AREA GEOLOGICAL OVERVIEW

The Bee Uranium Property contains mineralization that is classified as a Rare
Element Pegmatite. Economic deposits of this type are not recognized in British
Columbia; however they can be considered important sources of the rare elements
niobium and yttrium. It is yet uncertain what potential exists for locating
economic levels of uranium on the Bee property.

URANIUM

Uranium is a silvery-white metallic chemical element. It is assigned the
chemical symbol U. Uranium is weakly radioactive. Uranium has the second highest
atomic weight of the naturally occurring elements, lighter only than plutonium.
Its density is about 70% higher than that of lead, but not as dense as gold or
tungsten. It occurs naturally in low concentrations of a few parts per million
in soil, rock and water, and is commercially extracted from uranium-bearing
minerals such as uraninite.

Uranium is used as a colorant in uranium glass, producing orange-red to lemon
yellow hues. It was also used for tinting and shading in early photography. The
1789 discovery of uranium in the mineral pitchblende is credited to Martin
Heinrich Klaproth, who named the new element after the planet Uranus.
Eugene-Melchior Peligot was the first person to isolate the metal and its
radioactive properties were discovered in 1896 by Antoine Becquerel. Research by
Enrico Fermi and others starting in 1934 led to its use as a fuel in the nuclear
power industry and the first nuclear weapon used in war.

When refined, uranium is a silvery white, weakly radioactive metal, which is
harder than most elements. It is malleable, ductile, slightly paramagnetic,
strongly electropositive and is a poor electrical conductor.

Uranium metal reacts with almost all nonmetallic elements and their compounds,
with reactivity increasing with temperature. Hydrochloric and nitric acids
dissolve uranium, but non oxidizing acids attack the element very slowly. When
finely divided, it can react with cold water; in air, uranium metal becomes
coated with a dark layer of uranium oxide. Uranium in ores is extracted
chemically and converted into uranium dioxide or other chemical forms usable in
industry.

The main use of uranium in the civilian sector is to fuel nuclear power plants.
Uranium is also used in photographic chemicals (especially uranium nitrate as a
toner), in lamp filaments, to improve the appearance of dentures, and in the
leather and wood industries for stains and dyes. Uranium salts are mordants of
silk or wool. Uranium metal is used for X-ray targets in the making of
high-energy X-rays.

REGIONAL GEOLOGY

The Bee occurrence area is underlain by Lower-Middle Jurassic Harrison Lake
Formation rocks comprised of intermediate to acidic flows and pyroclastics, and
the Upper Jurassic Kent Formation conglomerate, chert and tuffs. These rocks are
intruded by the Oligocene Chilliwack Batholith. The property covers the contact
between Kent Formation conglomerate and hornblende granodiorite of the
Chilliwack Batholith.

PROPERTY GEOLOGY

The main area of interest on the property is an outcropping of siliceous
pegmatitic rock composed mainly of white to clear quartz enveloping subhedral
crystals of potash feldspar (up to 8 cms long) and fragments of granodiorite
host rock. The outcrop is approximately 6 meters in diameter with lightly
altered hornblende-biotite host rock to the west and north. A light dusting of
sericite is evident in the granodiorite and to a greater degree in the
pegmatite.

Significant northwest trending fault zones are evident as fault scarps in the
immediate area. Faulting and to a lesser degree fracturing at 005(0) and 340(0)
is indicated adjacent to the mineral zone.

Mineralization is predominantly within the pegmatite or coarse-grained granitic
extrusion. An unidentified uranium mineral, possibly uraninite or uraniferous
magnetite occurs as sporadic fine disseminated black crystals in association
with clusters of fine-grained pyrite. A greenish yellow secondary mineral,
possibly phosphuranylite is also evident through the rock matrix.

Occasional patches of chalcopyrite with splashes of malachite and erythrite
(cobalt bloom) occur sporadically within the zone. Pale purplish fluorite is
present in association with the quartz.

A two-meter chip sample across a portion of the mineral zone assayed 0.020 %
uranium oxide or 0.18 Kg per ton.

The results of the radiometric and soil sampling surveys were inconclusive. The
radiometric survey indicated that the Bee showing is quite localized, however a
145-sample geochemical soil survey showed an anomaly of higher than average
uranium values extending along an east-west trend for a minimum length of 50
meters to a maximum of 150 meters.

There is potential in this geological environment to form a sandstone- hosted
uranium deposit in sediments of the Kent Formation similar to the large deposits
in the Athabaska Basin, Saskatchewan. The mineral associations are also similar
to Olympic-Dam style mineralization. Neither model type has been explored for in
this area, an exploration program should test the potential of these geological
models.

OVERVIEW OF THE EXPLORATION AND MINING PERMIT REQUIREMENTS FOR COMPANIES
OPERATING IN BRITISH COLUMBIA.

Two types of applications can be made to obtain a Mines Act Permit:

* EXPLORATION AND SMALL MINES
- A `Notice of Work' (NOW) is filed with the Mining Operations Branch
District Manager for coal or mineral exploration programs and for
approvals of placer mining, or sand and gravel pits and quarries in
accordance with the Act.

* MAJOR MINES
- A detailed `Mine Plan and Reclamation Program' must be submitted to
the Mining Operations Branch Regional Manager for proposed coal or
hardrock mineral mines, major expansions or modifications of producing
coal and hardrock mineral mines, and large pilot projects, bulk
samples, trial cargoes or test shipments. Information requirements for
these applications are summarized in the Act. Mines Act permit
applications are required whether or not proposed developments fall
under the Environmental Assessment Act ("EAA").

Permit applications for projects under the EAA may be submitted concurrently
with the Project Report; however, a Project Approval Certificate must be
obtained prior to Mines Act permit issuance. No work is permitted on a mine site
without a valid Mines Act Permit.

MAJOR MINE PERMIT APPLICATION INFORMATION REQUIREMENTS

In general, the information requirements under the Code for a Major Mine Mines
Act permit application include the following:

1. a map or airphoto showing the location and extent of the mine;
2. particulars of the design, construction, operation and closure of mine
components, taking into consideration the safety of the public, mine
workers, and the protection of the environment;
3. particulars of the nature and present uses of the land to be used for
the mine;
4. particulars of the nature of the mine and the extent of the area to be
occupied by the mine;
5. a program for the protection and reclamation of the land and
watercourses during the construction and operational phases of the
mining operation;
6. a conceptual final reclamation plan for the closure or abandonment of
the mining operation;
7. an estimate of the annual cost of outstanding reclamation obligations
over the planned life of the mine including the cost of long-term
monitoring and abatement; and
8. any other relevant information that may be required by an Inspector.

CONCLUSIONS AND RECOMMENDATIONS

The vendor of the property has suggested a work program which includes
construction of a control grid, geological mapping and rock sampling of surface
showings, a soil and silt geochemical sampling program, IP and radiometric
geophysical survey, and rock trenching. Based on a compilation of these results,
a diamond drill program will be designed to explore and define the potential
resources.

The anticipated costs of this development are presented in three
results-contingent stages.

PHASE 1

Reconnaissance geological mapping, prospecting and rock sampling. $ 25,000

PHASE 2

Detailed geological mapping and rock sampling, grid construction,
soil and silt geochemical survey, IP survey, establish drill and
trenching targets.
$100,000
PHASE 3

1000 meters of diamond drilling including geological
supervision, assays, report and other ancillary costs. $175,000
--------
TOTAL $300,000
========

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to conduct all mineral exploration activities in accordance
with government regulations. Such operations are subject to various laws
governing land use, the protection of the environment, production, exports,
taxes, labor standards, occupational health, waste disposal, toxic substances,
well safety and other matters. Unfavorable amendments to current laws,
regulations and permits governing operations and activities of resource
exploration companies, or more stringent implementation thereof, could have a
materially adverse impact and cause increases in capital expenditures which
could result in a cessation of operations.

British Columbia's reclamation laws ensure that, once operations cease, mine
site lands are returned to a useful and productive state. Before any work on a
new mine site can commence, the company or individual doing the work must post a
security which is held in trust by the Ministry of Energy and Mines. This
security is returned only once the mine site is reclaimed to a satisfactory
level and there are no ongoing monitoring or maintenance requirements. If a mine
site is not reclaimed properly, the security money may be used by the Ministry
to complete the remediation work. The intent of the Province's reclamation
legislation is to ensure that modern mine sites in B.C. do not leave an ongoing
legacy or require public funds for clean-up activities.

The Mines and Mineral Resources Division (MMD) of the Ministry of Energy and
Mines (MEM) is responsible for the regulation of mining in British Columbia. The
Mines Act and accompanying Health, Safety and Reclamation Code for Mines in
British Columbia (the Code) provide the legislative framework and apply equally
to all operations.

Legislation requires all mining operations to carry out a program of
environmental protection and reclamation to ensure that upon termination of
mining, land, watercourses and cultural heritage resources will be returned to a
safe and environmentally sound state and to an acceptable end land use.

MMD is responsible for issuing and administering Mines Act permits. Before the
commencement of any work in or about a mine, the owner, agent, manager or person
acting on behalf of the company must hold a permit issued by the Chief Inspector
of Mines (pursuant to Section 10 of the Mines Act).

MEM seeks to provide reasonable assurance that the Province will not have to
contribute to the costs of reclamation if a mining company defaults on its
reclamation obligations. As a condition of Mines Act permits, the permittee must
post financial security in an amount and form acceptable to the Chief Inspector
of Mines. This security is held by the government until the Chief Inspector is
satisfied that all reclamation requirements for the operation have been
fulfilled. Every mine site has unique management requirements and operational
constraints; thus, the assessment of financial security is done on a
site-specific basis. The security is set at a level that reflects all
outstanding reclamation and closure obligations. For example, mines that require
long-term drainage treatment for metal leaching and/or acid rock drainage
require full security to cover outstanding liability and ongoing management.

The Chief Inspector of Mines accepts the following forms of reclamation
security: cash, certified cheques, bank drafts, term deposits (i.e., GICs),
Government of Canada bonds and irrevocable standby letters of credit (ISLOCs).

Term deposits and bonds may be held in a Safekeeping Agreement where the
interest accrues on the deposit. In some cases, funds may be deposited to the
Mine Reclamation Fund (pursuant to Section 12 of the Mines Act) or within a
Qualified Environmental Trust. These funds allow interest to accrue to the
credit of the account.

For ISLOCs, confirmation is provided by the client's financial institution that
sufficient funds exist and will be kept available by the financial institution
to meet MEMPR's requirements. Reclamation securities can only be released by the
authority of the Chief Inspector of Mines.

EMPLOYEES

At present, we have no employees. Our president is engaged as a consultant to
the Company. We anticipate that we will be conducting most of our business
through agreements with consultants and third parties.

DESCRIPTION OF PROPERTY

Our offices are located at 7558 W. Thunderbird Rd. #1-486 Peoria, Arizona,
85381.

LEGAL PROCEEDINGS

The Company is not a party to any legal proceeding. No property of the Company
is the subject of a pending legal proceeding.

MARKET PRICE OF DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND RELATED
STOCKHOLDERS MATTERS

DIVIDENDS

The Company has never paid cash dividends on common stock, and does not expect
to pay such dividends in the foreseeable future.

MARKET INFORMATION

The Company's common shares do not trade and are not listed or quoted on any
public market.

STOCKHOLDERS

There is one stockholder of the Company's common stock.

EMERGING GROWTH COMPANY STATUS UNDER THE JOBS ACT

La Paz Mining Corp. qualifies as an "emerging growth company" as defined in the
Jumpstart our Business Startups Act (the "JOBS Act").

The JOBS Act creates a new category of issuers known as "emerging growth
companies." Emerging growth companies are those with annual gross revenues of
less than $1 billion (as indexed for inflation) during their most recently
completed fiscal year. The JOBS Act is intended to facilitate public offerings
by emerging growth companies by exempting them from several provisions of the
Securities Act of 1933 and its regulations. An emerging growth company will
retain that status until the earliest of:

* The first fiscal year after its annual revenues exceed $1 billion;
* The first fiscal year after the fifth anniversary of its IPO;
* The date on which the company has issued more than $1 billion in
non-convertible debt during the previous three-year period; and
* The first fiscal year in which the company has a public float of at
least $700 million.

FINANCIAL AND AUDIT REQUIREMENTS

Under the JOBS Act, emerging growth companies are subject to scaled financial
disclosure requirements. Pursuant to these scaled requirements, emerging growth
companies may:

* Provide only two rather than three years of audited financial
statements in their IPO Registration Statement;
* Provide selected financial data only for periods no earlier than those
included in the IPO Registration Statement in all SEC filings, rather
than the five years of selected financial data normally required;
* Delay compliance with new or revised accounting standards until they
are made applicable to private companies; and
* Be exempted from compliance with Section 404(b) of the Sarbanes-Oxley
Act, which requires companies to receive an outside auditor's
attestation regarding the issuer's internal controls.

OFFERING REQUIREMENTS

In addition, during the IPO offering process, emerging growth companies are
exempt from:

* Restrictions on analyst research prior to and immediately after the
IPO, even from an investment bank that is underwriting the IPO;
* Certain restrictions on communications to institutional investors
before filing the IPO registration statement; and
* The requirement initially to publicly file IPO Registration
Statements. Emerging growth companies can confidentially file draft
Registration Statements and any amendments with the SEC. Public
filings of the draft documents must be made at least 21 days prior to
commencement of the IPO "road show."

OTHER PUBLIC COMPANY REQUIREMENTS

Emerging growth companies are also exempt from other ongoing obligations of most
public companies, such as:

* The requirements under Section 14(i) of the Exchange Act and Section
953(b)(1) of the Dodd-Frank Act to disclose executive compensation
information on pay-for-performance and the ratio of CEO to median
employee compensation;
* Certain other executive compensation disclosure requirements, such as
the compensation discussion and analysis, under Item 402 of Regulation
S-K; and
* The requirements under Sections 14A(a) and (b) of the Exchange Act to
hold advisory votes on executive compensation and golden parachute
payments.

ELECTION UNDER SECTION 107(b) OF THE JOBS ACT

As an emerging growth company we have made the irrevocable election to not adopt
the extended transition period for complying with new or revised accounting
standards under Section 107(b), as added by Section 102(b), of the JOBS Act.
This election allows companies to delay the adoption of new or revised
accounting standards that have different effective dates for public and private
companies until those standards apply to private companies.

MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of our financial condition and results of operations
should be read in conjunction with our financial statements and the notes to
those statements included elsewhere in this prospectus. In addition to the
historical financial information, the following discussion and analysis contains
forward-looking statements that involve risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth under "Risk
Factors" and elsewhere in this prospectus.

PLAN OF OPERATIONS

Our business plan is to proceed with the exploration of the Bee Uranium Property
to determine whether there is any potential for uranium or other minerals
located on the properties that comprise the mineral claims. If the Company is
successful in raising adequate capital through private placements or debt
financing, the Company anticipates completing the first phase in Spring 2013 and
commencing the Second and Third phases in Summer and Fall 2013. We have decided
to proceed with the exploration program provided to the Company by the vendor of
the Property, Jervis Explorations Inc. The exploration program was developed by
Gregory R. Thomson, Geoscientist and Consulting Geologist, who developed an
exploration program in 2006 for the Property prior to the Company purchasing
these mineral claims. The proposed work program includes prospecting, geological
mapping and rock sampling of any mineralized surface showings, construction of a
control grid, geochemical soil sampling, and geophysical surveys. Based on a
compilation of these results, a diamond drill program would be designed to
explore and define the potential resources. The anticipated costs of this
development are presented in three results-contingent stages.

The anticipated costs of this development are presented in three
results-contingent stages.

PHASE 1

Reconnaissance geological mapping, prospecting and rock sampling. $ 25,000

PHASE 2

Detailed geological mapping and rock sampling, grid construction,
soil and silt geochemical survey, IP survey, establish drill and
trenching targets.
$100,000
PHASE 3

1000 meters of diamond drilling including geological
supervision, assays, report and other ancillary costs. $175,000
--------
TOTAL $300,000
========

We anticipate that the three phases of the recommended geological exploration
program will cost approximately $25,000, $100,000 and $175,000 respectively. We
had $6,570 in cash reserves as of April 30, 2012. The lack of cash has kept us
from conducting any exploration work on the property. If the Company is
unsuccessful in raising the capital to commence its exploration program, the
Company will be required to pay a government fee of $635 in order to keep the
claims valid. The Company currently has enough cash on hand to pay this fee.

We anticipate that we will incur the following expenses over the next twelve
months:

* $635 to be paid to the British Columbia Provincial Government to
keep the claims valid on or before November 9, 2012;

* $25,000 in connection with the completion of Phase 1 of our planned
geological work program;
* $100,000 in connection with the completion of Phase 2 of our planned
geological work program;
* $175,000 for Phase 3 of our planned geological work program; and
* $6,600 for operating expenses, including professional legal and
accounting expenses associated with compliance with the periodic
reporting requirements after we become a reporting issuer under the
Securities Exchange Act of 1934, but excluding expenses of the
offering.

If we determine not to proceed with further exploration of our mineral claims
due to a determination that the results of our initial geological program do not
warrant further exploration or due to an inability to finance further
exploration, we plan to pursue the acquisition of an interest in other mineral
claims. We anticipate that any future acquisition would involve the acquisition
of an option to earn an interest in a mineral claim as we anticipate that we
would not have sufficient cash to purchase a mineral claim of sufficient merit
to warrant exploration. This means that we might offer shares of our stock to
obtain an option on a property. Once we obtain an option, we would then pursue
finding the funds necessary to explore the mineral claim by one or more of the
following means: engaging in an offering of our stock; engaging in borrowing; or
locating a joint venture partner or partners.

RESULTS OF OPERATIONS

We have not yet earned any revenues. We anticipate that we will not earn
revenues until such time as we have entered into commercial production, if any,
of our mineral properties. We are presently in the exploration stage of our
business and we can provide no assurance that we will discover commercially
exploitable levels of mineral resources on our properties, or if such resources
are discovered, that we will enter into commercial production of our mineral
properties.

During the year ended April 30, 2012, the company has incurred total expense of
$4,597.

LIQUIDITY AND CAPITAL RESOURCES

The company had current assets of $6,570 consisting only of cash as of April 30,
2012. The Company has incurred a net loss of $4,597 for the period from
inception (November 18, 2011) to April 30, 2012. Income represents all of the
company's revenue less all its expenses in the period incurred. The Company has
no revenues as of April 30, 2012 and has incurred expenses of $4,597 since
inception. Liabilities are made up of current liabilities only. The company
issued to the founder 15,000,000 common shares of stock for $30,000. As of April
30, 2012, there are Fifteen Million (15,000,000) shares issued and outstanding
at a value of $0.002 per share. There are no preferred shares authorized. The
Company has no stock option plan, warrants or other dilutive securities.

With its current assets, the Company can remain operational through 2012 if it
does not complete Phase 1 of its program and only pays the government fees to
keep the claims valid, as well as the $6,600 for operating expenses (of which
$3,400 has already been paid), including professional legal and accounting
expenses associated with compliance with the periodic reporting requirements
after we become a reporting issuer under the Securities Exchange Act of 1934,
plus the expenses of the offering.

However, the Company plans to raise the capital necessary to fund our business
through a private placement and public offering of our common stock. The Company
intends to work directly with private placees once this registration statement
is declared effective. The Company anticipates that they will have either a
private placement or additional funding from its founder by late Spring 2013 in
order to conduct its operations. The founder has agreed to provide the Company
with an interest-free loan to conduct its operations. However, the Company hopes
that once the registration statement is declared effective it can raise these
funds through private placements.

Based on our current operating plan, we do not expect to generate revenue that
is sufficient to cover our expenses for at least the next twelve months. In
addition, we do not have sufficient cash and cash equivalents to execute our
operations for at least the next twelve months. We will need to obtain
additional financing to operate our business for the next twelve months. We will
raise the capital necessary to fund our business through a private placement and
public offering of our common stock. Additional financing, whether through
public or private equity or debt financing, arrangements with stockholders or
other sources to fund operations, may not be available, or if available, may be
on terms unacceptable to us. Our ability to maintain sufficient liquidity is
dependent on our ability to raise additional capital. If we issue additional
equity securities to raise funds, the ownership percentage of our existing

stockholders would be reduced. New investors may demand rights, preferences or
privileges senior to those of existing holders of our common stock. Debt
incurred by us would be senior to equity in the ability of debt holders to make
claims on our assets. The terms of any debt issued could impose restrictions on
our operations. If adequate funds are not available to satisfy either short or
long-term capital requirements, our operations and liquidity could be materially
adversely affected and we could be forced to cease operations. The financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event the Company cannot continue in
existence.

CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE

For the audited period ended April 30, 2012, we engaged De Joya Griffith &
Company LLC as our principal accountant for the purposes of auditing our
financial statements. There are not and have not been any disagreements between
the Company and our accountants on any matter of accounting principles,
practices or financial statement disclosure.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company currently has no revenues. The Company's financial instruments are
comprised of payables which are subject to normal credit risks.

DIRECTORS AND EXECUTIVE OFFICERS

1. EXECUTIVE OFFICERS

The Company's Executive Officers are as follows:

Charles Irizarry Chief Executive Officer, Chief Financial Officer,
President, Secretary, Treasurer and Director
(Principal Executive Officer and Principal
Accounting Officer)

BIOGRAPHY OF CHARLES IRIZARRY

Charles Irizarry, aged 48

Charles Irizarry founded the Company on November 18, 2011, and has acted as its
sole officer and director since inception.

Charles Irizarry has been engaged in consulting, managing, and directing
companies since 2000. Currently Mr. Irizarry is the president of a private
consulting firm, Universal Consulting, which provides management support and
consulting advice to junior public companies. From 2008 to present, Mr. Irizarry
has been the President of Viking Minerals Inc. Viking is also a gold exploration
company that is currently working on a joint venture on gold claims in Peru. As
this company is focused on exploration in South America, there is no direct
competition between the companies. The companies do not engage in any activity
together and therefore do not out Mr. Irizarry in a conflict of interest. From
2005 to 2008, Mr. Irizarry served as the President of a coal company, Bogue
International, that was engaged in the exploration of coal properties in Mexico
and South America. From 2011 to present, Mr. Irizarry has served as Chairman of
Immobiliare Global Investments, a self-storage company. Mr. Irizarry studied
first year business at Montclair State University in New Jersey. He currently
resides in Arizona, and is fluent in Spanish and English.

2. DIRECTORS

Name Position
---- --------
Charles Irizarry Sole Director

See biography above.

As sole director and officer shareholder, Mr Irizarry is not an independent
director that is independent under the independence standards applicable to the
registrant under paragraph (a)(1) of Item 407(a) of regulation S-K or under
NASDAQ Listing Rule 5605(b)(1).

EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE

Summary Compensation Table (All figures are in US dollars) The following table
sets forth the overall compensation earned in the period from inception to April
30, 2012 by (1) each person who served as the principal executive officer of the
Company for fiscal year 2012; (2) the Company's most highly compensated
executive officers with compensation of $100,000 or more during 2012 fiscal
year; and (3) those individuals, if any, who would have otherwise been in
included in section (2) above but for the fact that they were not serving as an
executive of the Company as of April 30, 2012.

Non-Equity Nonqualified
Name and Incentive Deferred
Principal Fiscal Stock Option Plan Compensation All Other
Position Year Salary($) Bonus($) Awards($) Awards($) Compensation($) Earnings($) Compensation($)
-------- ---- --------- -------- --------- --------- --------------- ----------- ---------------

Charles Irizarry 2012 $3,000 Nil Nil Nil Nil Nil Nil
Chief Executive
Officer, Chief
Financial Officer,
President, Secretary,
Treasurer and
Director (Principal
Executive Officer
and Principal
Accounting Officer)

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

As of April 30, 2012, there were Fifteen Million (15,000,000) shares of common
stock were issued and outstanding.

(1) This table is based on Fifteen Million (15,000,000) shares of common stock
outstanding

As of the date of this prospectus, we had the following security holder holding
greater than 5%:

Percentage of Class
Name & Address of Owner Amount and Nature of Before After
and Position if Applicable Beneficial Ownership Offering Offering
-------------------------- -------------------- -------- --------
Charles Irizarry 15,000,000 100% 33%
7558 W. Thunderbird
Peoria, AZ, 85381
Chief Executive Officer,
Chief Financial Officer,
President, Secretary,
Treasurer and Director
(Principal Executive Officer
and Principal Accounting
Officer)

Total Officers, Directors & 15,000,000 100% 33%
Significant Shareholders as
a group

TRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS

As of the date of this statement, the Company has entered into an agreement
whereby it has sold 15,000,000 shares to its founder for total proceeds of
$30,000

The Company entered into a two-year renewable management contract with our
director, Charles Irizarry, whereby it agreed to pay him $3,000 upon signing of
the contract, and $7,000 upon completion.

Outside of the above noted transactions, there are no, and have not been since
inception, any other material agreements or proposed transactions, whether
direct or indirect, with any of the following:

* Any of our directors or officers;
* Any nominee for election as a director;
* The principal security holder(s) identified in the preceding Security
Ownership of Certain Beneficial Owners and Management " section; or
* Any relative or spouse, or relative of such spouse, of the above
referenced persons;
* Any promoters.

DEALER PROSPECTUS DELIVERY OBLIGATION

DE JOYA GRIFFITH & COMPANY, LLC

CERTIFIED PUBLIC ACCOUNTANTS & CONSULTANTS

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder
La Paz Mining Corp.

We have audited the accompanying balance sheet of La Paz Mining Corp. (An
Exploration Stage Company) as of April 30, 2012 and the related statements of
operations, stockholders' equity, and cash flows for the period from inception
(November 18, 2011) to April 30, 2012. La Paz mining Corp.'s management is
responsible for these financial statements. Our responsibility is to express an
opinion on these financial statements based on our audit.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of La Paz Mining Corp. (An
Exploration Stage Company) as of April 30, 2012 and the results of its
operations and its cash flows for the period from inception (November 18, 2011)
to April 30, 2012, in conformity with accounting principles generally accepted
in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has incurred a loss from operations since inception and
does not have sufficient working capital for its planned activities, which raise
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.

/s/ De Joya Griffith & Company, LLC
-------------------------------------------
De Joya Griffith & Company, LLC
Henderson, Nevada
July 17, 2012

F-1

La Paz Mining Corp.
(An Exploration Stage Company)
Balance Sheet
(Stated in US Dollars)
Audited

As of
April 30, 2012
--------------
Assets

Current assets
Cash $ 6,570
--------
Total current assets 6,570

Mineral property 20,000
--------

Total assets $ 26,750
========

Liabilities and Stockholder's Equity

Current liabilities
Accounts payable $ 1,167
--------
Total current liabilities 1,167
--------

Total liabilities 1,167
--------
Stockholders' Equity
Common stock, $0.001 par value
75,000,000 common shares authorized
15,000,000 shares issued and outstanding 15,000
Additional paid-in capital 15,000
Deficit accumulated during exploration stage (4,597)
--------
Total stockholders equity 25,403
--------

Total liabilites and stockholders equity $ 26,570
========

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

F-2

La Paz Mining Corp.
(An Exploration Stage Company)
Statement of Operations
(Stated in US Dollars)
Audited

From inception
(November 18, 2011)
to
April 30, 2012
--------------
Expenses
Accounting & professional fees $ 4,597
------------
Total expenses 4,597

Net loss from operations (4,597)
------------

Net loss $ (4,597)
============

Basic & diluted loss per common share $ (0.000)
------------

Weighted average number of common shares 13,902,439
============

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

F-3

La Paz Mining Corp.
(An Exploration Stage Company)
Statement of Stockholder's Equity
From Inception (November 18, 2011) to April 30, 2012
Audited

Deficit
Accumulated
Common Stock During Total
---------------------- Paid In Exploration Stockholder's
Shares Amount Capital Stage Equity
------ ------ ------- ----- ------

Balance, November 18, 2011 -- $ -- $ -- $ -- $ --

Issuance of 15,000,000 shares
at $0.002 per share for cash 15,000,000 15,000 15,000 -- 30,000

Net loss (4,597) (4,597)
---------- ------- ------- -------- --------

Balance, April 30, 2012 15,000,000 $15,000 $15,000 $ (4,597) $ 25,403
========== ======= ======= ======== ========

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

F-4

La Paz Mining Corp.
(An Exploration Stage Company)
Statement of Cash Flows
(Stated in US Dollars)
Audited

From inception
(November 18, 2011)
to
April 30, 2012
--------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (4,597)
Adjustment to reconcile net loss to net
cash used in operating activities:
Change in operating liability:
Increase in accounts payable 1,167
--------
NET CASH USED IN OPERATING ACTIVITIES (3,430)
--------
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of mineral claim (20,000)
--------
NET CASH USED IN INVESTING ACTIVITIES (20,000)
--------
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from shares issued 30,000
--------
NET CASH PROVIDED BY FINANCING ACTIVITIES 30,000
--------
INCREASE IN CASH 6,570

Cash at beginning of period --
--------

CASH AT END OF PERIOD $ 6,570
========
Cash Paid For:
Interest $ --
========
Income tax $ --
========

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

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LA PAZ MINING CORP.
Exploration Stage Company
NOTES TO FINANCIAL STATEMENTS
April 30, 2012
--------------------------------------------------------------------------------

1. ORGANIZATION

The Company was incorporated under the laws of the state of Nevada on November
18, 2011 with 75,000,000 authorized common shares with a par value of $0.001.

The company was organized for the purpose of acquiring and developing mineral
claims. The Company has acquired a mineral claim with unknown reserves. The
Company does not presently have any operations and is considered to be in the
exploration stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars.

Dividend policy

The company has not yet adapted a policy regarding payment of dividends.

Cash

The Company considers all highly liquid investments with a maturity of three
months or less to be a cash equivalent.

Income tax

The company utilizes the liability method of accounting for income taxes. Under
the liability method deferred tax assets and liabilities are determined based on
the differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to be reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not that such tax
benefits will not be realized.

On April 30, 2012, the company had a net operating loss available for
carryforward of $4,597.

Basic and diluted net income (loss) per share

Basic net income (loss) per share amounts are computed based on the weighted
average number of shares actually outstanding. Diluted net income (loss) per
share amounts are computed using the weighted average number of common and
common equivalent shares outstanding as if shares had been issued on the
exercise of the common share rights unless the exercise becomes anti-dilutive
and then only the basic per share amounts are shown in the report.

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Revenue recognition

We recognize revenue when all of the following conditions are satisfied: (1)
there is persuasive evidence of an arrangement; (2) the product or service has
been provided to the customer; (3) the amount of fees to be paid by the customer
is fixed or determinable; and (4) the collection of our fees is probable.

Impairment of long-lived Assets

The Company reviews and evaluates long-lived assets for impairment when events
or changes in circumstances indicate that the related carrying amounts may not
be recoverable. The assets are subject to impairment consideration under ASC
360-10-35-17 if events or circumstances indicate that their carrying amount
might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using the rules of ASC
930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or
Disposal of Long-Lived Assets.

Environmental requirements

At the report date environmental requirements related to a formally held mineral
claim are unknown and therefore any estimate of future costs cannot be made.

Mineral property acquisitions costs

Costs of acquisition and option costs of mineral rights are capitalized upon
acquisition. Mine development costs incurred to develop new ore deposits, to
expand the capacity of mines, or to develop mine areas substantially in advance
of current production are also capitalized once proven and probable reserves
exist and the property is a commercially mineable property. Costs incurred to
maintain current production or to maintain assets on a standby basis are charged
to operations. If the Company does not continue with exploration after the
completion of the feasibility study, the mineral rights will be expensed at that
time. Costs of abandoned projects are charged to mining costs including related
property and equipment costs. To determine if these costs are in excess of their
recoverable amount, periodic evaluation of carrying value of capitalized costs
and any related property and equipment costs are based upon expected future cash
flows and/or estimated salvage value in accordance with Accounting Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

Various factors could impact our ability to achieve forecasted production
schedules. Additionally, commodity prices, capital expenditure requirements and
reclamation costs could differ from the assumptions the Company may use in cash
flow models from exploration stage mineral interests involves further risks in
addition to those factors applicable to mineral interests where proven and
proven and probable reserves have been identified, due to the lower level of
confidence that the identified mineralized material can ultimately be mined
economically.

Estimates and Assumptions

Management uses estimates and assumptions in preparing financial statements in
accordance with general accepted accounting principles. Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and

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expenses. Actual results could vary from the estimates that were assumed in
preparing these financial statements.

Financial Instruments

The carrying amounts of financial instruments are considered by management to be
their estimated fair values due to their short term maturities.

Going concern

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. The company does not have a sufficient
working capital for its planned activities, and to service its debt, and has
incurred a loss of $4,597 since inception (November 18, 2011), which raises
substantial doubt about its ability to continue as a going concern.

Continuation of the company as a going concern is dependent upon obtaining
additional working capital and the management of the company has developed a
strategy which it believes will accomplish this objective through short term
loans from an officer-director, and additional equity investments, which will
enable the company to continue operations for the coming year. These financial
statements do not include any adjustments relating to the recoverability and
classification of recorded asset amounts, or amounts and classification of
liabilities that might result from this uncertainty.

Recent Accounting Pronouncements

The Company does not expect that the adoption of recent accounting
pronouncements will have a material impact on its financial statements.

3. ACQUISITION OF A MINERAL CLAIM

During 2011 the company acquired mineral claims for $20,000 known as the Bee
Uranium Property.

The Bee Uranium Property is located approximately 3 kilometers southwest of the
resort town of Harrison Lake, BC. The Bee Uranium Property comprises one MTO
mineral claim containing 6 cell claim units totaling 126.45 hectares.

4. CAPITAL STOCK

The authorized capital is 75,000,000 shares of common stock at $0.001 par value.
On December 1, 2011, the company issued 15,000,000 private placement common
shares at $0.002 per share to its founder for cash of $30,000.

5. SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES

Officer-director has acquired 100% of the outstanding common capital stock of
the company. During the year ended April 30, 2012 $3,000 was paid to Chief
Executive Officer on account of Services rendered during the period.

F-8

6. INCOME TAXES

For the year ended April 30, 2012 and from inception (November 18, 2011) to
April 30, 2012, the Company incurred net operating losses and, accordingly, no
provision for income taxes has been recorded. In addition, no benefit for income
taxes has been recorded due to the uncertainty of the realization of any tax
assets. At April 30, 2012, the Company had approximately $4,597 of federal and
state net operating losses. The net operating loss carryforwards, if not
utilized, will begin to expire in 2032. The provision for income taxes consisted
of the following components for the periods ended April 30:

Components of net deferred tax assets, including a valuation allowance, are as
follows for the periods ended April 30:

April 30, 2012
--------------
Deferred tax assets:
Net operating loss carry forwards $ 1,609
Valuation allowance (1,609)
-------

Total deferred tax assets $ 0
=======

The valuation allowance for deferred tax assets as of April 30, 2012 was $1,609.
In assessing the recovery of the deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income in the periods in which
those temporary differences become deductible. Management considers the
scheduled reversals of future deferred tax liabilities, projected future taxable
income, and tax planning strategies in making this assessment. As a result,
management determined it was more likely than not the deferred tax assets would
not be realized as of April 30, 2012 and recorded a full valuation allowance.

F-9

PART II--INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The expenses to be paid by us in connection with the securities being registered
are as follows:

AMOUNT
---------
Securities and Exchange Commission Registration Fee............. $ 2.29
Audit Fees and Expenses......................................... 3,500.00
Legal Fees and Expenses......................................... 1,600.00
Transfer Agent and Registrar Fees and Expenses.................. 560.00
Miscellaneous Expenses.......................................... 940.00
---------
Total.......................................................... $6,602.29*
=========

----------
* Estimated amount

ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 78.7502 of the Nevada Revised Statutes and Article IX of our Corporate
Bylaws permit us to indemnify our officers and directors and certain other
persons against expenses in defense of a suit to which they are parties by
reason of such office, so long as the persons conducted themselves in good faith
and the persons reasonably believed that their conduct was in our best interests
or not opposed to our best interests and, with respect to any criminal action or
proceeding, had no reasonable cause to believe their conduct was unlawful.

Indemnification is not permitted in connection with a proceeding by us or in our
right in which the officer or director was adjudged liable to us or in
connection with any other proceeding charging that the officer or director
derived an improper personal benefit, whether or not involving action in an
official capacity.

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

The Company issued 15,000,000 shares of common stock to the founder, Charles
Irizarry, at a price of $0.002 per share, for total proceeds of $30,000. These
shares were issued pursuant to Section 4(2) of the Securities Act. The
15,000,000 shares of common stock are restricted shares as defined in the
Securities Act. This issuance was made to the Company's founder who is a
sophisticated investor. As promoter of our Company since our inception, the
founder is in a position of access to relevant and material information
regarding our operations.

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ITEM 16. EXHIBITS

The following exhibits are included as part of this Form S-1 or are incorporated
by reference to our previous filings:

Exhibit No. Description
----------- -----------
3.1 Articles of Incorporation*

3.2 Bylaws*

5.1 Legal Opinion of Fred Bauman, Attorney, July 12, 2012*

10.1 Asset Purchase Agreement*

10.2 Property Report*

10.3 Engagement Agreement with Charles Irizarry

23.1 Consent of De Joya Griffith & Company, LLC, September 24,
2012

----------
* Incorporated herein by reference

ITEM 17. UNDERTAKINGS

The undersigned registrant hereby undertakes to provide to the underwriter at
the closing specified in the underwriting agreements certificates in such
denominations and registered in such names as required by the underwriter to
permit prompt delivery to each purchaser.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(i) To include any propectus required by section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
(ss.230.424(b) of this chapter) if, in the aggregate, the changes in
volume and price represent no more than 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.

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(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

(4) If the registrant is a foreign private issuer, to file a post-effective
amendment to the registration statement to include any financial statements
required by "Item 8.A. of Form 20-F (17 CFR 249.220f)" at the start of any
delayed offering or throughout a continuous offering. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, PROVIDED that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3 (ss.239.33 of this chapter), a
post-effective amendment need not be filed to include financial statements
and information required by Section 10(a)(3) of the Act or ss.210.3-19 of
this chapter if such financial statements and information are contained in
periodic reports filed with or furnished to the Commission by the
registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Form F-3.

(5) That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:

(i) If the registrant is relying on Rule 430B (ss.230.430B of this
chapter):

(A) Each prospectus filed by the registrant pursuant to Rule
424(b)(3) (ss.230.424(b)(3) of this chapter) shall be deemed to
be part of the registration statement as of the date the filed
prospectus was deemed part of and included in the registration
statement; and

(B) Each prospectus required to be filed pursuant to Rule 424(b)(2),
(b)(5), or (b)(7) (ss.230.424(b)(2), (b)(5), or (b)(7) of this
chapter) as part of a registration statement in reliance on Rule
430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii), or (x) (ss.230.415(a)(1)(i), (vii), or (x) of this
chapter) for the purpose of providing the information required by
section 10(a) of the Securities Act of 1933 shall be deemed to be
part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of
securities in the offering described in the prospectus. As
provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall
be deemed to be a new effective date of the registration
statement relating to the securities in the registration
statement to which that prospectus relates, and the offering of
such securities at that time shall be deemed to be the initial
BONA FIDE offering thereof. PROVIDED, HOWEVER, that no statement
made in a registration statement or prospectus that is part of
the registration statement or made in a document incorporated or
deemed incorporated by reference into the registration statement

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or prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date; or

(ii) If the registrant is subject to Rule 430C (ss.230.430C of this
chapter), each prospectus filed pursuant to Rule 424(b) as part of a
registration statement relating to an offering, other than
registration statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (ss.230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. PROVIDED, HOWEVER, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.

(6) That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities:

The undersigned registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such purchaser by means of
any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such
purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule 424
(ss.230.424 of this chapter);

(ii) Any free writing prospectus relating to the offering prepared by or on
behalf of the undersigned registrant or used or referred to by the
undersigned registrant;

(iii)The portion of any other free writing prospectus relating to the offering
containing material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement Form S-1 to be signed on its behalf by
the undersigned, in the City of Peoria, Arizona, on September 25, 2012.

LA PAZ MINING CORP.

By: /s/ Charles Irizarry
-------------------------------------------------
Charles Irizarry,
Chief Executive Officer, Chief Financial Officer,
(Principal Executive Officer and Principal
Accounting Officer)

Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following person, in the capacity and on the
date indicated.

SIGNATURE TITLE DATE
--------- ----- ----

/s/ Charles Irizarry
----------------------------- Chief Executive Officer, September 25, 2012
Charles Irizarry Chief Financial Officer,
President, Secretary, Treasurer
and Director (Principal
Executive Officer and
Principal Accounting Officer)

II-5