PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

These consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments and normal recurring accruals considered necessary for a fair presentation have been included.  Operating results for the interim period ended May 31, 2013 are not necessarily indicative of the results that can be expected for the full year.

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

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

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

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

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LAREDO RESOURCES CORP.

(An Exploration Stage Company)

Notes to Unaudited Consolidated Financial Statements

May 31, 2013

(Stated in US Dollars)

Note 1  Basis of Presentation

While the information presented in the accompanying May 31, 2013 consolidated financial statements is unaudited, it includes all adjustments which are, in the opinion of management, necessary to present fairly the financial position, results of operations and cash flows for the period presented in accordance with the accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. These consolidated financial statements should be read in conjunction with the Company’s August 31, 2012 audited financial statements (notes thereto) included in the Company’s Form 10-K.

Operating results for the nine months ended May 31, 2013 are not necessarily indicative of the results that can be expected for the year ending August 31, 2013.

Note 2  Nature of Operations and Ability to Continue as a Going Concern

The Company was incorporated in the state of Nevada, United States of America on August 17, 2010. The Company is an exploration stage company and was formed for the purpose of acquiring exploration and development stage mineral properties.  The Company’s year-end is August 31.

On August 31, 2010, the Company incorporated a wholly-owned subsidiary, LRE Exploration LLC, (“LRE”) in the State of Nevada, United States of America (“USA”) for the purpose of mineral exploration in the USA.

On November 30, 2010, LRE entered into a property option agreement with Arbutus Minerals LLC. (“Arbutus”) whereby the Company was granted an option to earn up to a 100% interest in 20 mineral claims (the “ABR Claims”) located approximately 15 miles north of Elko, Nevada. (Note 4).  During the year ended August 31, 2012, the Company abandoned the property.

On September 10, 2012, the Company entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”), with the former President of the Company.  Pursuant to the Agreement, the Company’s interest in LRE was transferred to the former President and the former president assumed all liabilities of LRE and the Company received as consideration the release and discharge of all liabilities under all the promissory notes and accrued interest entered into prior to August 31, 2012.

Effective October 30, 2012, the Company increased the number of authorized common shares of the Company from 90,000,000 to 4,500,000,000 shares per director’s resolution dated October 30, 2012.  

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The Company also conducted a fifty to one forward stock split of the Company’s issued and outstanding common shares per director’s resolution. Following this stock split, the number of outstanding shares of the Company’s common stock increased from 3,570,000 shares to 178,500,000 shares. All share and per share information in these financial statements have been retro-actively restated for all periods presented to give effect of this stock split.

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year.  Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern.  The Company has yet to achieve profitable operations, has an accumulated deficit of $480,489 since its inception (August 17, 2010) and expects to incur further losses in the development of its business, all of which casts substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing from shareholders or other sources to meet its obligations and repay its liabilities arising from normal business operations when they become due.  Management has no formal plan in place to address this concern but considers that the Company will be able to obtain additional funds by equity financing and/or related party advances, however there is no assurance of additional funding being available or on acceptable terms, if at all.  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.

Note 3  Summary of Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are stated in US dollars.  The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expense during the reporting period. Actual results could differ from those estimates.

The financial statements have, in management’s opinion, been properly prepared within the framework of the significant accounting policies summarized below:

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Principles of Consolidation

These financial statements include the accounts of the Company and LRE Exploration LLC. (“LRE”), until LRE was disposed of by sale to the former president on September 10, 2012.  Accordingly, the balance sheets, statements of operations and cash flows presented include the results of LRE from August 31, 2010 to September 10, 2012, and the balance sheet presented at May 31, 2013 is solely that of Laredo Resources Corp.  The balance sheet presented at August 31, 2012 comprises Laredo Resources Corp and its wholly owned subsidiary LRE.  All significant inter-company transactions and balances have been eliminated.

Exploration Stage Company

The Company is an exploration stage company.  All losses accumulated since inception are considered part of the Company’s exploration stage activities.

Cash and cash equivalents

The Company considers all highly liquid instruments purchased with a maturity of three months or less to be cash equivalents.  There were no cash equivalents at May 31, 2013 or August 31, 2012.

The Company minimizes its credit risk associated with cash by periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed federally insured limits. At May 31, 2013, the balance did not exceed the federally insured limit.

Mineral Property

The Company is primarily engaged in the acquisition, exploration and development of mineral properties.

Mineral property acquisition costs are capitalized in accordance with FASB ASC 930, “Extractive Activities-Mining,” when management has determined that probable future benefits consisting of a contribution to future cash inflows have been identified and adequate financial resources are available or are expected to be available as required to meet the terms of property acquisition and budgeted exploration and development expenditures. Mineral property acquisition costs are expensed as incurred if the criteria for capitalization are not met.

In the event that mineral property acquisition costs are paid with Company shares, those shares are recorded at the estimated fair value at the time the shares are due in accordance with the terms of the property agreements.

Mineral property exploration costs are expensed as incurred.

When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves and pre-feasibility, the costs incurred to develop such property are capitalized.

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Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.

To date the Company has not established any proven or probable reserves on its mineral properties.

Asset Retirement Obligations

Asset retirement obligations (“ARO”) associated with the retirement of a tangible long-lived asset, are recognized as liabilities in the period in which it is incurred and becomes determinable, with an offsetting increase in the carrying amount of the associated assets. The cost of tangible long-lived assets, including the initially recognized ARO, is amortized, such that the cost of the ARO is recognized over the useful life of the assets.  The ARO is recorded at fair value, and accretion expense is recognized over time as the discounted fair value is accreted to the expected settlement value.

The fair value of the ARO is measured using expected future cash flow, discounted at the Company’s credit-adjusted risk-free interest rate.  As of May 31, 2013, the Company has determined no provision for ARO’s is required.

Intangible Assets

The Company has applied the provisions of ASC topic 350 - Intangible - goodwill and other, in accounting for its intangible assets. Intangible assets are being amortized by straight-line method on the basis of a useful life of 3 years. Intangible assets consist of website development cost.  The balance at May 31, 2013 was $14,677, net accumulated amortization of $1,823.

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 FASB 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 FASB ASC 930-360-35, Asset Impairment, and 360-0 through 15-5, Impairment or Disposal of Long- Lived Assets.

Foreign Currency Translation

The Company’s functional currency is the United States dollar as substantially all of the Company’s operations are in the USA. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”).

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Assets and liabilities denominated in a foreign currency are translated at the exchange rate in effect at the balance sheet date and capital accounts are translated at historical rates.  Income statement accounts are translated at the average rates of exchange prevailing during the period.

Translation adjustments from the use of different exchange rates from period to period are included in the Accumulated Other Comprehensive Income account in Stockholders’ Equity, if applicable.  

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses are included in the Statement of Operations and Comprehensive Loss.

Earnings per share  

In accordance with accounting guidance now codified as FASB ASC Topic 260, “Earnings per Share,”  basic earnings per share (“EPS”) is computed by dividing net loss available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted EPS gives effect to all dilutive potential of shares of common stock outstanding during the period including stock options or warrants, using the treasury stock method (by using the average stock price for the period to determine the number of shares assumed to be purchased from the exercise of stock options or warrants), and convertible debt or convertible preferred stock, using the if-converted method.  Diluted EPS excludes all dilutive potential of shares of common stock if their effect is anti-dilutive.  As there are no common stock equivalents outstanding, diluted and basic loss per share are the same.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes.  Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and loss carry-forwards and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect of a change in tax rules on deferred tax assets and liabilities is recognized in operations in the year of change. A valuation allowance is recorded when it is “more likely-than-not” that a deferred tax asset will not be realized.

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Note 4  Sale of Subsidiary

On September 10, 2012, the Company assigned all membership units of LRE to the former President of the Company and received as consideration the release and discharge of all liabilities under all the promissory notes and accrued interest entered into prior to August 31, 2012.

The following table summarizes the identifiable assets and liabilities of LRE that were disposed of, the consideration received, and the loss of LRE for the period from September 1, 2012 to September 10, 2012.

Note 5  Financial Instruments

Fair value is defined as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability.

The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

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In addition to defining fair value, the standard expands the disclosure requirements around fair value and establishes a fair value hierarchy for valuation inputs.  The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.  Each fair value measurement is reported in one of the three levels which is determined by the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

Level 1 - inputs are based upon unadjusted quoted prices for identical instruments traded in active markets.

Level 2 - inputs are based upon significant observable inputs other than quoted prices included in Level 1, such as quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

The carrying value of the Company’s financial assets and liabilities which consist of cash, accounts payable and accrued liabilities and notes payable in management’s opinion approximates fair value due to the short maturity of such instruments.  These financial assets and liabilities are valued using level 3 inputs, except for cash which is at level 1.  Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, exchange or credit risks arising from these financial instruments.

Note 6  Mineral Property

On November 30, 2010, LRE entered into a property option agreement (amended April 3, 2012) with Arbutus Minerals LLC (“Arbutus”) whereby the Company was granted an option to earn up to a 100% interest in 20 mineral claims (the “ABR Claims”) located approximately 15 miles north of Elko, Nevada.  Arbutus holds only the mineral rights to the ABR Claims as the ABR Claims are on Bureau of Land Management managed land.  Consideration for the option consists of cash payments to Arbutus totalling $90,000, and aggregate exploration expenditures of $295,000 as follows:

Payments to Arbutus

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$10,000 upon execution of option agreement;

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$10,000 on or before November 30, 2011 (payment extended to November 30, 2012);

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$20,000 on or before November 30, 2012; and

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$50,000 on or before November 30, 2013.

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Exploration Expenditures

·

$15,000 in aggregate exploration expenditures prior to November 30, 2012;

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$65,000 in aggregate exploration expenditures prior to November 30, 2013; and

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$215,000 in aggregate exploration expenditures prior to November 30, 2014.

As at August 31, 2012, the Company had incurred $10,000 in acquisition costs and accrued an additional $10,000 in the form of option payments to Arbutus per the option agreement. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves, currently no property has reached the production stage. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

From Inception (August 17, 2010) to August 31, 2012, the Company had incurred an aggregate amount of $4,500 for geological surveys, which are considered geological and geophysical costs which are expensed when incurred.

During August 2012, the Company abandoned the property and all property option costs incurred were written off.  The Company also negotiated the forgiveness of $10,000 which was due pursuant to the property option agreement on November 30, 2012.

On November 2, 2012, the Company entered into a letter agreement with Magna Management Ltd. (“Magna”) whereby the Company was granted the exclusive right, for a period of sixty days, to negotiate for the acquisition of all rights held by Magna in a mineral Property known as Pony Gold Mountain located in southwestern Montana.

The definitive agreement for our acquisition is in the process of being completed. At this time, the deadline for closing has been informally extended pending completion and signature of the definitive agreement. Should the acquisition be completed as contemplated the Company will pay $3,000,000 in quarterly instalments of $250,000 and is subject to a 2% net smelter royalty. During the current quarter, the company has incurred expenses of $30,000 in relation to the negotiation of this agreement.

Note 7  Related Party Transactions

All related party transactions have been measured at the exchange value which was the amount of consideration established and agreed to by the related parties.

As at May 31, 2013, accounts payable and accrued liabilities includes $66,436 (August 31, 2012 - $nil) owing to the President.

During the nine month period ended May 31, 2013, the Company incurred management fees of $57,400 owing to the Company’s President.

On September 10, 2012, the Company issued a promissory note of $20,000 to a Company controlled by the Company’s newly appointed president and received $20,000 cash in exchange.  The promissory note is unsecured, bears interest at 6% per annum, and matures on September 10, 2013.  During the nine month period ended May 31, 2013, the Company accrued $856 of interest expense in respect of this note payable.  Total accrued interest on this note as of May 31, 2013 was $856 (August 31, 2012 - $nil).

On September 10, 2012, the Company assigned all membership units of LRE to the former President of the Company and received as consideration the release and discharge of all liabilities under all the promissory notes and accrued interest to the date of the transaction.  As at September 10, 2012, this amount aggregated $90,614.

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On May 21, 2012, the Company President loaned $10,000 to the Company and the Company issued a promissory note in the amount of $10,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on May 31, 2014.  Total accrued interest on this note as of September 10, 2012 was $286.

On March 20, 2012, the Company President loaned $7,500 to the Company and the Company issued a promissory note in the amount of $7,500.  The promissory note is unsecured, bears interest at 6% per annum, and matures on March 31, 2013. Total accrued interest on this note as of September 10, 2012 was $214.

On November 22, 2011, the Company President loaned $15,000 to the Company and the Company issued a promissory note in the amount of $15,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on November 30, 2013.  Total accrued interest on this note as of September 10, 2012 was $722.

On September 13, 2011, the Company President loaned $15,000 to the Company and the Company issued a promissory note in the amount of $15,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on September 30, 2013.  Total accrued interest on this note as of September 10, 2012 was $895.

On August 22, 2011, the Company President loaned $4,000 to the Company and the Company issued a promissory note in the amount of $4,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on August 31, 2013. Total accrued interest on this note as of September 10, 2012 was $253.

On May 10, 2011, the Company President loaned $10,000 to the Company and the Company issued a promissory note in the amount of $10,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on May 31, 2013. Total accrued interest on this note as of September 10, 2012 was $803.

On February 15, 2011, the Company President loaned $10,000 to the Company and the Company issued a promissory note in the amount of $10,000.  The promissory note is unsecured, bears interest at 6% per annum, and matures on February 28, 2013. Total accrued interest on this note as of September 10, 2012 was $941.

On September 2, 2010, the Company President loaned $15,000 to the Company and the Company issued a promissory note in the amount of $15,000.  The promissory note is unsecured, non-interest bearing, and matures on September 30, 2012.  The Company recorded a capital contribution of $1,822 in respect of the imputed interest charged on this note payable, on September 10, 2012.

On March 5, 2013, the company entered into a financing agreement with IBK Capital Corp. for obtaining financing for the company. Under the terms of the agreement, IBK Capital Corp. will endeavour to obtain a private placement of up to $2.5 million units of common shares and common share purchase warrants or some other acceptable financing arrangement. IBK Capital Corp. will charge a non-refundable work fee of $25,000 for the agreement period of six months, out of which, $12,500 is payable on signing of the agreement and balance within 30 days. During the three months ended May 31, 2013, the Company has recorded expense of $12,500 related to this agreement.

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Note 8  Financing Arrangement

On March 5, 2013, the company entered into a financing agreement with IBK Capital Corp. for obtaining finance for the company. According to the said agreement, IBK Capital Corp. will endeavour to obtain a private placement of up to $2.5 million of units of common shares and common share purchase warrants or some other acceptable financing arrangement. IBK Capital Corp. will charge a non-refundable work fee of $25,000 for the agreement period of six months, out of which, $12,500 is payable on signing of the agreement and balance within 30 days. As at May 31, 2013 no financing has been raised and a total of $12,500 has been expensed under professional fees.

Note 9  Capital Stock

Issued:

On August 19, 2010, the Company issued 100,000,000 post split shares of common stock to the Company’s former president at $0.000156 per share for total proceeds of $15,625.

On August 27, 2010, the Company issued 78,500,000 post split shares of common stock at $0.000157 per share for total proceeds of $12,560 pursuant to a private placement.  The Company paid commissions of $200 for net proceeds of $12,360.

All references in these financial statements to number of common shares, price per share and weighted number of common shares outstanding prior to 50 to 1 stock split on October 30, 2012 have been adjusted to reflect this stock split on a retroactive basis, unless otherwise noted.

Note 10  Proposed Transaction

On November 2, 2012, the Company entered into a letter agreement with Magna Management Ltd. (“Magna”) whereby the Company was granted the exclusive right, for a period of sixty days, to negotiate for the acquisition of all rights held by Magna in a mineral Property known as Pony Gold Mountain located in southwestern Montana.

The definitive agreement for our acquisition is in the process of being completed. At this time, the deadline for closing has been informally extended pending completion and signature of the definitive agreement. Should the acquisition be completed as contemplated the Company will pay $3,000,000 in quarterly instalments of $250,000 and is subject to a 2% net smelter royalty.

During the current quarter, the Company has incurred expenses of $30,000 in relation to the negotiation of said agreement.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

We were incorporated on August 17, 2010, under the laws of the state of Nevada. We are currently pursuing a mineral exploration opportunity in Montana. On November 2, 2012, we entered into a letter agreement with Magna Management Ltd. (“Magna”) under which we have been granted the exclusive right, for a period of sixty (60) days, to negotiate for the purchase of all rights held by Magna in the mineral property known as Pony Mountain Gold, located in the Mineral Hills District (commonly called the Pony District) in southwestern Montana. By agreement with the Magna, the option period was extended to February 20, 2013. The definitive agreement for our acquisition is in the process of being completed.  At this time, the deadline for closing has been informally extended pending completion and signature of the definitive agreement. During the exclusive negotiation period, we will have access to all documentation and information regarding the title and geology of the property and any other information necessary for the completion of our due diligence. We anticipate that our purchase of Magna’s rights to the property, if consummated, would be made through a combination of cash payment and issuance of common stock, with the rights being assigned to a wholly-owned subsidiary to be formed. Pricing and other details of the potential acquisition of Magna’s rights are the subject of ongoing negotiations.

The Pony Mountain Gold property is comprised of an approximately 4000-acre package of properties, assembled over the years by a local family and local geologist. The property contains several previously-mined, underground hard-rock vein systems, such as the Mountain Cliff, Strawberry-Keystone, Amy, and Atlantic-Pacific (A-P) mines. Historically, the Pony Mountain Gold property has been productive, and we believe it has potential for new productivity.  Recently, thirty-eight additional mining claims have been added to the property.  They were located and physically staked by Gene Nellis, a geologist, and his staking crew, under contract with Magna. As a result, the total package under option amounts to 110 unpatented mining claims.

In the event that we acquire Magna’s rights to the Pony Mountain Gold property, we will assume Magna’s rights and duties under a Memorandum of Understanding between Magna and the various owners of the property (the “MOU”). As the assignee of Magna’s rights under the MOU, we would be entitled to exclusive proprietary marketing rights for the property in exchange for total payments of $3,000,000 to be made in quarterly installments of $250,000 each. All net revenues received from third-party processors of material mined from the property will be paid to the owners of the property and applied to the total purchase price until paid in full. The owners will retain a perpetual 2% net smelter royalty. Closing of the transaction contemplated by the MOU will be documented under a definitive Mining Lease and Option Agreement.

Magna has engaged Moen Excavating, LLC to take and prepare samples from dumps located on the Pony Mountain Gold property, to coordinate laboratory testing of samples taken from the property, and to conduct negotiations with the Golden Sunlight-Barrick mill for the processing of material from the property. Magna has also agreed to engage Moen Excavating for all surface work on the property and for the future hauling of dump material from the property to the mill. In the event that we are assigned Magna’s rights to the property, we plan to continue the engagement with Moen Excavating as Magna’s assignee.

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Results of Operations for the three and nine months ended May 31, 2013 and May 31, 2012 and for the period from Inception (August 17, 2010) through May 31, 2013.

We have had no revenue for the three and nine months ended May 31, 2013 and May 31, 2012, or for the period from Inception (August 17, 2010) through May 31, 2013. Our total expenses and net loss for the three months ended May 31, 2013 were $100,176.  Our expenses during the period consisted of amortization expense of $1,823, accounting and audit fees of $6,084, a loss on foreign exchange of $3, legal fees of $4,569, general and administrative expenses of $53,939, mineral property exploration costs of $30,000, transfer and filing fees of $3,458 and interest expense of $300. By comparison, our total expenses and net loss for the three months ended May 31, 2012 were $12,474.  Our expenses for the period consisted of audit and accounting fees of $5,170, a loss on foreign exchange of $1, legal fees of $4,268, general and administrative expenses of $1,561, transfer and filing fees of $250, and interest expense of $1,224.

Our total expenses and net loss for the nine months ended May 31, 2013 were $209,504.  Our expenses during the period consisted of amortization expense of $1,823, accounting and audit fees of $21,584, a gain on foreign exchange of $2,324, legal fees of $35,388, general and administrative expense of $95,842, mining property exploration costs of $30,000, transfer and filing fees of $26,194, and interest expense of $997. By comparison, our total expenses and net loss for the nine months ended May 31, 2012 were $36,530.  Our expenses for the period consisted of audit and accounting fees of $15,720, a loss on foreign exchange of $5, legal fees of $9,194, general and administrative expenses of $4,750, transfer and filing fees of $3,810, and interest expense of $3,051.

Our total expenses and net loss for the period from Inception (August 17, 2010) through May 31, 2013 were $329,974.  Our expenses and net loss have increased during the three and nine months ended May 31, 2013 due to our preparations to acquire the Pony Mountain Gold Property, which is significantly larger and more complex than our former mining claims in Elko County, Nevada.  Our expenses during the period from Inception (August 17, 2010) through May 31, 2013 consisted of amortization expense of $1,823, accounting and audit fees of $56,226, a gain on foreign exchange of $1,539, legal fees of $78,937, general and administrative expense of $108,809, mining property exploration costs of $34,500, transfer and filing fees of $34,426, impairment of mineral property option of $20,000 and interest expense of $6,792.  We expect that our expenses will continue to increase as we proceed with our plan of operations.

Liquidity and Capital Resources

As of May 31, 2013, we had total current assets of $763, consisting entirely of cash. Our total current liabilities as of May 31, 2013 were $224,543, and consisted of a related party note payable of $20,000, accrued interest due to a related party of $856, accounts payable and accrued liabilities of $137,251, and accounts payable to a related party of $66,436. We had a working capital deficit of $223,780 as of May 31, 2013.

Operating activities used $3,105 in net cash during the nine months ended May 31, 2013. From Inception (August 17, 2010) through May 31, 2013, operating activities used a total of $107,222 in net cash. Our net losses during these periods were the primary negative components of our operating cash flows. Investing activities used $16,500 during the nine months ended May 31, 2013, and $26,500 from inception (August 17, 2010) through May 31, 2013.  Financing activities generated cash of $20,000 during the nine months ended May 31, 2013, and $134,485 from inception (August 17, 2010) through May 31, 2013. The source of this cash was the proceeds of related party notes payable, as well as the sale of capital stock.

On September 10, 2012, pursuant to the terms of the Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations with our former sole officer and director, Ruth Cruz Santos, our liability under the related party notes payable reported for the fiscal year ended August 31, 2012 was discharged.

On September 10, 2012, we received financing in the amount of $20,000 from our current President, Robert Gardner, under the terms of a Promissory Note. The promissory note is unsecured, bears interest at 6% per annum, and matures on September 30, 2013.

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As discussed above, we will require financing in the amount of $3,000,000 to complete our planned acquisition of the Pony Mountain Gold property. Also, significant additional financing may be required in order to commence the active production of precious metals on those mining claims. We intend to fund our acquisition of the Pony Mountain Gold property rights, as well as our initial operations, through debt and/or equity financing arrangements. We do not have any formal commitments or arrangements for the sales of stock or the advancement or loan of funds at this time. There can be no assurance that such additional financing will be available to us on acceptable terms, in amounts sufficient to fund our planned acquisitions and other activities, or at all.

Off Balance Sheet Arrangements

As of May 31, 2013, there were no off balance sheet arrangements.  

Going Concern

We have negative working capital, have incurred losses since inception, and have not yet received revenues from sales of products or services.  These factors create substantial doubt about our ability to continue as a going concern.  The financial statements do not include any adjustment that might be necessary if we are unable to continue as a going concern.

Our ability to continue as a going concern is dependent on generating cash from the sale of our common stock and/or obtaining debt financing and attaining future profitable operations.  Management’s plans include selling our equity securities and obtaining debt financing to fund our capital requirement and ongoing operations; however, there can be no assurance we will be successful in these efforts.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4. Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) as of May 31, 2013.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, Mr. Robert Gardner.  

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

Based upon that evaluation, including our Chief Executive Officer and Chief Financial Officer, we have concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this quarterly report.

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Limitations on the Effectiveness of Internal Controls

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

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A. Risk Factors

A smaller reporting company is not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

**Provided herewith

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SIGNATURES

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

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