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

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 For the quarterly period ended February 28, 2014

[  ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________to__________

Commission File Number: 000-54577

Laredo Resources Corp.
(Exact name of registrant as specified in its charter)

300 Jameson House, 838 West Hastings Street, Vancouver, B.C., Canada V6C 0A6
(Address of principal executive offices)

     (604) 669-9000
(Registrant’s telephone number)

________________________________________________________________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days
[X] Yes [  ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
[  ] Yes [X] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 1,736,500,000 as of March 31, 2014

TABLE OF CONTENTS

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

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

These 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 considered necessary for a fair presentation have been included. Operating results for the interim period ended February 28, 2014, are not necessarily indicative of the results that can be expected for the full year.

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LAREDO RESOURCES CORP.

(An Exploration Stage Company)

FINANCIAL STATEMENTS

February 28, 2014

F-1

Laredo Resources Corp.
(An Exploration Stage Company)
Balance Sheets
(Unaudited)

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

F-2

Laredo Resources Corp.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)

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

F-3

Laredo Resources Corp.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)

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

F-4

LAREDO RESOURCES CORP.
(An Exploration Stage Company)
Notes to Unaudited Financial Statements
February 28, 2014

Note 1 - Basis of Presentation

While the information presented in the accompanying February 28, 2014 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 financial statements should be read in conjunction with the Company’s August 31, 2013 audited financial statements (notes thereto) included in the Company’s Annual Report Form 10-K.

Operating results for the six months ended February 28, 2014 are not necessarily indicative of the results that can be expected for the year ending August 31, 2014.

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’s year end is August 31.

The Company intends to focus on mineral exploration in the USA.

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 accumulated losses of $2,574,601since its inception 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.

F-5

Note 3 Summary of Significant Accounting Policies

Use of Estimates

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.

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 February 28, 2014 and August 31, 2013, is solely that of Laredo Resources Corp. 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 is 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.

 Intangible Asset

The Company has applied the provision of ASC topic 350 - Intangible - goodwill and other, in accounting for its intangible asset. The intangible asset is being amortized by the straight line method on the basis of a useful life of 3 years. The intangible asset consists of website development costs. The balance at February 28, 2014 and August 31, 2013 was $10,564 and 13,291 net of accumulated amortization of $5,936 and 3,209. Amortization expense for the three months and six month periods ended February 28, 2014 and 2013 are $1,371 and $- and $2,727 and $- respectively.

F-6

Mineral Property Option

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.

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.

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.

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.

On April 4th, 2013, a related party paid $20,000 on behalf of Laredo towards the property title rights to the Pony Mountain Gold Property. There are no terms of repayment and bears no interest.

As per the September 6th, 2013, Memorializing Agreement, Laredo negotiated the property title rights to the Pony Mountain Gold Property via a third party, through the securitization of the third party's payments with Laredo Series C convertible preferred stock. Each share of Series C convertible preferred stock accounts for $2.50 of value paid by the third party. As of November 30, 2013, the third party had paid $716,414 on behalf of Laredo which caused Laredo to issue 286,566 shares of Series C preferred stock. These shares are held as collateral and only the company can release the shares to the third party. See Note 7 for details. The total purchase price for these rights is $3,000,000. However, the Company does not have title to the property and, therefore, has only recorded payments made through February 28,2014 toward the total purchase price in the financial statements. To date the third party has paid $849,650 on behalf of Laredo Resources Inc toward the Pony Mountain Property.

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 February 28, 2014 the Company has determined no provision for ARO’s is required.

F-7

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”).

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 statements of operations.

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 is 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.

F-8

Note 4 - 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.

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 5 - Related Party Transactions

During the quarter ended February 28, 2014, the Company retired $12,500 portion of a $20,000 note owed to the Company's CEO in exchange for 1.25 billion restricted common shares of the Company's common stock. The shares were valued at par ($0.00001/share) and all accrued interest in the amount of $1,455 relating to this note was forgiven. . The remaining $7,500 balance bears no interest and is due within one year. See Note 7 for details

On December 16, 2013 Laredo Resources Corp. entered into a one year consulting agreement with Olie Inc. in exchange for $250,000. Olie Inc. accepted 2,500 shares of Laredo's Series B preferred shares as consideration. Robert Gardner, CEO of Laredo is the sole officer and shareholder of Olie Inc.

Note 6 - Notes Payable

As of February 28, 2014, the Company owes $83,947 to third parties. $39,776 of this amount is non-interest bearing and due on demand. The remaining $44,171 portion is non-interest bearing and is due on February 28, 2015..

F-9

Note 7 - Advance for Mineral Property Option

On April 4th, 2013, a third party paid $20,000 on behalf of Laredo towards the property title rights to the Pony Mountain Gold Property. There are no terms of repayment and bears no interest, this amount is reflected in the account payable.

As per the September 6th, 2013, Memorializing Agreement, Laredo negotiated the property title rights to the Pony Mountain Gold Property via a third party, Magna Manage Ltd. (Magna); as of February 28, 2014, Magna has paid $829,650 on behalf of Laredo. This amount bears a 10% interest and is due within one year. The total purchase price for these rights is $3,000,000. However, the Company does not have title to the property and, therefore, has only recorded payments made through February 28, 2014 toward the total purchase price in the financial statements.

Note 8 - Capital Stock

The Company has the following Capital Stock Authorized

Stock:

Each share of Series A preferred stock is convertible into the number of shares of common stock equal to four times the sum of all shares of common stock issued and outstanding plus all shares of Series B, C and D preferred stock issued and outstanding divided by the number of shares of Series A preferred stock issued and outstanding at the time of conversion.

Each share of Series C preferred stock is convertible into the number of shares of the Company’s common stock equal to the price of the Series C preferred stock stated in the Company’s amended certificate of incorporation divided by the par value of Series C preferred stock. Shares of Series C preferred stock may not be converted into shares of common stock for a period of six months. The holders of Series B preferred stock are entitled to receive dividends when, and if declared by the Board of Directors, in its sole discretion. Upon liquidation, dissolution or winding up of the corporation, whether voluntarily or involuntarily, before any distribution or payment shall be made to the holders of any stock ranking junior to the Series C preferred stock, the holders of the Series C preferred stock are entitled to be paid out of the assets of the corporation an amount equal to $1.00 per share or in the event of an aggregate subscription by a single subscriber for Series C preferred stock in excess of $100,000, $0.997 per share (as adjusted for any stock dividends, combinations, splits and recapitalization), plus all declared but unpaid dividends, for each share of Series C preferred stock held. After the payment of the full applicable preference value of each share of the Series C preferred stock, the remaining assets of the corporation legally available for distribution, if any, will be distributed ratably to the holders of the corporation’s common stock.

During the quarter ended November 30, 2013, the Company changed the number of authorized shares of common stock to 1,969,999,900 and changed the par value from $0.001 to $0.00001. All disclosures have been restated to reflect the change in par value.

During the quarter ending February 28, 2014, the Company issued 308,000,000 common shares to various consultants for consulting services rendered. These shares were valued at the fair market trading value, in the amount of $1,794,800 at the date of grant.

During the quarter ending February 28, 2014, Laredo issued 100,000 Series B Preferred shares to Olie Inc. in exchange for a one year, $250,000 consulting contract.

During the quarter ending February 28, 2014, Laredo issued 5,138 Series C Preferred were issued in exchanged for outstanding convertible debt totalling $12,845.

During the current quarter Laredo issued 1.25 billion restricted common shares to its CEO in exchange for $12,500. The shares were valued at $0.0001 par value. $12,500. At the time of the issuance the these shares accounted for 87.5% of total shares issued and outstanding.

During the quarter ending February 28, 2014 the Company issued 1,400 Series C Preferred shares in exchange for $3,500 of third party cash. Each preferred share was priced at $2.50.

Note 9 - Subsequent Events

In accordance with ASC 855-10, management has evaluated subsequent events through the date the financial statements were issued.

On March 11, 2014 the Company changed the par value of Series B and C of preferred share to $0.00001. Additionally, Series B preferred shares were given convertibility feature in the form of 1 preferred for 100,000 Laredo's common shares.

F-10

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 were originally engaged in the exploration of certain mineral claims located in Elko County, Nevada. On September 10, 2012, we entered into an Agreement of Conveyance, Transfer and Assignment of Membership Interests and Assumption of Obligations (the “Agreement”) with our former sole officer and director, Ruth Cruz Santos. Pursuant to the Agreement, we transferred all membership interests in our operating subsidiary, LRE Exploration LLC, to Ms. Santos. In exchange for this assignment of membership interests, Ms. Santos agreed to assume and cancel all liabilities relating to our former business of exploring certain mining claims located in Elko County, Nevada. In addition, Ms. Santos agreed to release all liability under certain promissory notes due and owing to her. As a result of the Agreement, we are no longer pursuing the mineral exploration opportunities located in Elko County, Nevada.

We are currently pursuing a new mineral exploration opportunities under the direction of new management. 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 has been extended to February 20, 2013. 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.

On September 6, 2013, the Company memorialized the previous November 2, 2012, MOU agreement with Magna under which we have been granted the rights afforded to Magna as the denoted Buyer pursuant to the CONTRACT FOR DEED FOR SALE AND PURCHASE OF MINING PROPERTY agreement, entered into between Magna and the Sellers on August 1, 2013, regarding the Pony Mountain Gold mineral property.

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.

4

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.

Results of Operations for the three and six months ended February 28, 2014 and 2013 and for the period from Inception (August 17, 2010) through February 28, 2014.

Revenues

We have had no revenue for the three and six months ended February 28, 2014 and February 28, 2013, or for the period from Inception (August 17, 2010) through February 28, 2014.

Operating Expense

Total Operating Expenses. Total operating expenses for the three months and six month ended February 28, 2014 and 2013 were $2,109,194, $39,177, $2,169,757 and $108,631 respectively. Total operating expenses to date since inception has been $2,516,509. These expenses consisted of stock compensation, legal and professional fees, management fees, general and administrative expenses, and amortization of website. The large increase in operating expense was primarily due to issuance of shares for consulting fees to assist in implementing our business plan. Furthermore, other expenses for the three months and six month ended February 28, 2014 and 2013 were $19,599, $296, $48,499 and$697. These expenses were the result of interest on debt and gain/loss on conversion of debt.

Liquidity and Capital Resources

As of February 28, 2014, we had total current assets of $4,142, consisting of cash. Our total current liabilities as of February 28, 2014 were $1,228,686, and consisted of a related party note payable, and accounts payable and accrued liabilities, note payable, accrued interest, amount payable to related party for expenses incurred on behalf of the Company, and amount payable to a third party entity against purchase of mining rights. We had a working capital deficit of $1,224,544as of February 28, 2014.,

Operating activities used $63,997 in net cash during the six months ended February 28, 2014. Operating activities used $124,217in net cash during the six months ended February 28, 2013. From Inception (August 17, 2010) through February 28, 2014, operating activities used a total of $231,510in net cash. Our net losses during these periods were the primary negative components of our operating cash flows. Financing activities used cash of $147,667during the six months ended February 28, 2014, as against $0 during the six months ended February 28, 2013 and $282,152from inception (August 17, 2010) through February 28, 2014. The source of this cash was the proceeds of related party notes payable, as well as the sale of capital stock. Investing activities used cash of $20,000 during the three six ended February 28, 2014, as against $0 during the six months ended February 28, 2013 and $46,500 from inception (August 17, 2010) through February 28, 2014. The source of this cash was the proceeds of related party notes payable, as well as the sale of capital stock.

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.

5

Off Balance Sheet Arrangements

As of February 28, 2014 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 options on out property. 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.

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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 February 28, 2014. 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 not effective as of the end of the period covered by this quarterly report. Management has confirmed all payments by third parties and provided the necessary information and disclosure to validate and address any weakness in the Company’s internal control over financial reporting and have addressed all material weaknesses.

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

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Item 6. Exhibits

______________________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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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