SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Ayub Mario

(Last)

(First)

(Middle)

EUGENIO RAMIREZ CALDERON #1401

COL. SAN FELIPE

(Street)

CHIHUAHA, CHIH

31203

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEXORO MINERALS LTD [ MXOM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2009

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/10/2009		C		2,250,000	A	⁽²⁾	3,708,000	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
Common Stock	08/26/2009		S		2,250,000	D	⁽³⁾	1,458,000	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
Common Stock	11/05/2009		C		3,333,333	A	⁽⁴⁾	4,791,333	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
Common Stock	12/23/2009		P		386,666	A	⁽⁵⁾	386,666	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
8% Secured Convertible Debenture due 2012	$0.6	02/12/2009		P		$1,000,000		05/08/2009	05/08/2012	Units⁽⁶⁾	1,666,667	$0	$1,000,000	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
15% Secured Convertible Debenture due 2010	$0.2	05/09/2009		P		$250,000		05/09/2009	03/25/2010	Units⁽⁷⁾	1,250,000	$0	$250,000	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
15% Secured Convertible Debenture due 2010	$0.2	06/10/2009		D			$250,000	05/09/2009	03/25/2010	Units⁽⁷⁾	1,250,000	$0	$0	I	Held by Minera Rio Tinto, S.A. de C.V.
Warrant to Purchase Common Stock	$0.36	09/21/2009		P		300,000		⁽⁸⁾	09/21/2012	Common Stock	300,000	$0	300,000	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
Warrant to Purchase Common Stock	$0.5	11/05/2009		P		1,666,667		11/05/2009	05/08/2012	Common Stock	1,666,667	$0	1,666,667	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
8% Secured Convertible Debenture due 2012	$0.6	11/05/2009		D			$1,000,000	05/08/2009	05/08/2012	Units⁽⁶⁾	1,666,667	$0	$0	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾
Warrant to Purchase Common Stock	$0.5	12/23/2009		P		193,333		12/23/2010	12/23/2011	Common Stock	193,333	$0	193,333	I	Held by Minera Rio Tinto, S.A. de C.V.⁽¹⁾

Explanation of Responses:

1. Mr. Ayub is the President of Minera Rio Tinto, S.A. de C.V. ("MRT") and may be deemed to have voting and investment power over the shares of the Issuer held directly by MRT. Mr. Ayub disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

2. The Issuer defaulted on payment obligations due under the 15% Secured Convertible Debenture due March 2010 and MRT acquired 2,250,000 shares of common stock in lieu of repayment.

3. The consideration for the sale by Mr. Ayub was services rendered by the purchasers.

4. MRT exercised conversion rights on the 8% Secured Convertible Debenture due 2012 and was issued 3,333,333 shares of common stock and a warrant to purchase 1,666,666 shares of common stock at an exercise price of $0.50 per share.

5. In consideration for the payments and the issuance of securities, Mr. Ayub and MRT agreed to discharge all of Issuer's outstanding debt owed to them by the Issuer in the amount of $320,267.

6. Each unit represents 2 shares of common stock and 1 warrant to purchase shares of common stock.

7. Each unit represents 1 share of common stock and 0.5 warrant to purchase shares of common stock. The debenture is secured by 2,250,000 shares of the Issuer's common stock.

8. The shares subject to the warrant shall vest in 4 equal installments, beginning on the 6 month anniversary of the date of issuance, with the remaining installments vesting every 6 months thereafter, contingent upon MRT Investments Ltd. continuing to provide services to the Issuer during such vesting period.

Remarks:

	/s/ Mario Ayub	06/10/2010
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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