form10q103114.htm

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.

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). [x] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

	Page

PART I - Financial Information	3

Item 1. Financial Statements	3
Balance Sheets October 31, 2014 (unaudited), and April 30, 2014	3
Statements of Operations (unaudited) for the three and six month periods ended
October 31, 2014 and 2013	4
Statements of Cash Flows (unaudited) for the six month periods ended
October 31, 2014 and 2013	5
Notes to the Financial Statements (unaudited)
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	7
Item 3 Quantitative and Qualitative Disclosures About Market Risk	14
Item 4. Controls and Procedures	17

PART II – Other Information	17

Item 1. Legal Proceedings	17
Item 1A. Risk Factors	17
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3. Defaults Upon Senior Securities	18
Item 4. Mine Safety Disclosures	18
Item 5. Other Information	18
Item 6. Exhibits	18


	October 31,			April 30,
	2014			2014
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	11,811		$	69,820
Prepaid expenses		394			1,688
Total Current Assets		12,205			71,508

Total Assets	$	12,205		$	71,508

LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$	925		$	4,091
Total Current Liabilities		925			4,091

Stockholders’ Equity
Common Stock, Par Value $0.001
Authorized 100,000,000 shares,
32,723,946 shares issued and outstanding at
October 31, 2014 and April 30, 2014		32,724			32,724
Additional paid-in capital		580,813			580,813
Stock performance contingency		(120,000	)		(120,000)
Accumulated deficit		(482,257	)		(426,120)

Total Stockholders’ Equity		11,280			67,417

Total Liabilities and Stockholders’ Equity	$	12,205		$	71,508

		For the Three Months						For the Six Months
		Ended						Ended
		October 31,						October 31,
		2014			2013			2014			2013
Revenues	$	-		$	-		$	-		$	-
Cost of revenues		-			-			-			-
Gross margin		-			-			-			-

Expenses
Mineral property exploration expenditures		9,932			1,715			21,179			10,463
General and administrative		10,551			25,527			24,958			41,112
Mineral property acquisition payments		10,000			-			10,000			5,000
Total Expenses		30,483			27,242			56,137			56,575

Net Loss from Operations		(30,483)			(27,242	)		(56,137	)		(56,575	)

Other Income (Expense)
Interest		-			(1,348	)		-			(2,712	)
Net Other Income (Expense)		-			(1,348	)		-			(2,712	)

Net Loss	$	(30,483)		$	(28,590	)	$	(56,137	)	$	(59,287	)

Basic and Diluted
Loss per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted Average Shares
Outstanding		32,723,946			19,458,498			32,723,946			11,880,509


	For the Six Months Ended
	October 31,			October 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss	$	(56,137	)	$	(59,287	)
Adjustments to Reconcile Net Loss to Net
Cash Used in Operating Activities
Accrued interest		—			2,712
Change in Operating Assets and Liabilities
Decrease (Increase) in prepaid expenses		1,294			677
Increase (decrease) in accounts payable and accrued liabilities		(3,166	)		37,728

Net Cash Used in Operating Activities		(58,009	)		(18,170	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of common stock		—			149,500

Net Cash Provided by Financing Activities		—			149,500

Net Increase in Cash and Cash Equivalents		(58,009	)		131,330
Cash and Cash Equivalents – Beginning of Period		69,820			3,660
Cash and Cash Equivalents – End of Period	$	11,811		$	134,990

American Magna Corp. (the “Company”) was incorporated under the laws of the State of Florida on October 27, 2006 under the name Coastline Corporate Services, Inc. The Company was originally established to provide services to public companies requiring guidance and assistance in converting and filing their documents with the U.S. Securities and Exchange Commission (“SEC”).

On August 18, 2010, Mr. Daulat Nijjar, as the holder of 197,500, or at that time 57.6%, of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from Coastline Corporate Services, Inc. to Dakota Gold Corp. In connection with the change of the Company’s name to Dakota Gold Corp. the Company intended to change its business to mineral resource exploration and move its domicile to Nevada. In order to undertake the name, business and domicile change, the Company incorporated a wholly-owned subsidiary in Nevada named Dakota Gold Corp. and merged Coastline Corporate Services, Inc. with the new subsidiary. The Company received final regulatory for the name, business, and domicile change on November 26, 2010 and is now a Nevada corporation.

On May 21, 2013, Mr. Bobby Nijjar, as the holder of 2,000,000, or at that time 85.3%, of the issued and outstanding shares of the Company’s common stock, provided the Company with written consent in lieu of a meeting of stockholders authorizing the Company to amend the Company’s Articles of Incorporation for the purpose of changing the name of the Company from Dakota Gold Corp. to “American Magna Corp.” In connection with the change of the Company’s name to American Magna Corp. the Company changed its business from an emphasis on gold exploration to magnesium exploration. The Company received final regulatory for the name change on July 2, 2013. In relation to the name and business emphasis changes, the Company terminated its Crescent Fault Property and entered into a Property Option Agreement for the Bell Flat Project (note 4).

The Company is in the exploration stage and has no products or services as of October 31, 2104. We are currently in the exploration stage as defined by the Securities and Exchange Commission and we are in the business of exploring and if warranted, developing certain unpatented Nevada mineral claims. We currently have one property under option which is located in Churchill County, Nevada.

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the financial position of American Magna Corp. and the results of its operations for the periods presented. This report on Form 10-Q should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended April 30, 2014. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-K for the fiscal year ended April 30, 2014 has been omitted. The results of operations for the three and six month periods ended October 31, 2014 are not necessary indicative of results for the entire year ending April 30, 2015 or for any future annual or interim period.

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business. As shown in the accompanying financial statements, the Company has an accumulated deficit of $482,257 at October 31, 2014. The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property. On October 18, 2013 the Company closed a public offering of 14,950,000 shares of common stock at $0.01 per share for a total offering price of $149,500. The shares were offered by the Company pursuant to a registration statement on Form S-1 which became effective on March 14, 2013. The funds from this financing are not sufficient to fund all of the Company’s expected operational requirements for the next twelve months. Management may seek additional capital that will be required in order to continue to operate in the future. However, management’s efforts to raise additional funding may not be successful. 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.

The preparation of financial statements in conformity with generally accepted accounting principles requires the Company’s management to make estimates and assumptions that affect the amounts reported in these financial statements and notes. Significant areas requiring the use of estimates relate to accrued liabilities and the impairment of long-lived assets. Management believes the estimates utilized in preparing these financial statements are reasonable and prudent and are based on management’s best knowledge of current events and actions the Company may undertake in the future. Actual results could differ significantly from those estimates.

A reclassification has been made to the prior year comparative financial statements to conform to the current period presentation. This reclassification had no material effect on previously reported results of operations or financial position. As a result of adopting Financial Accounting Standards Board issued Accounting Standards Update No. 2014-10 the Company has combined and reclassified the amount disclosed as Deficit Accumulated During the Exploration Stage into Accumulated Deficit in the balance sheet at April 30, 2014.

The Company has adopted FASB ASC 220, “Reporting Comprehensive Income”, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company has disclosed this information on its Statement of Operations. Comprehensive income is comprised of net income (loss) and all changes to capital deficit except those resulting from investments by owners and distribution to owners.

Mineral property interests include optioned and acquired mineral development and exploration stage properties. The amount capitalized related to a mineral property interest represents its fair value at the time it was optioned or acquired, either as an individual asset or as a part of a business combination. The value of such assets is primarily driven by the nature and amount of mineralized material believed to be contained in such properties. Exploration costs are expensed as incurred and development costs are capitalized if proven and probable reserves exist and the property is a commercially minable property. Mine development costs incurred either to develop new ore deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates, at least quarterly, the carrying value of capitalized mineral interests costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value.

The Company adopted FASB ASC 740, Income Taxes, at its inception deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, 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 on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. No deferred tax assets or liabilities were recognized as of October 31, 2014.

The Company adopted the provisions of ASC 740-10-50, formerly FIN 48, Accounting for Uncertainty in Income Taxes. The Company had no material unrecognized income tax assets or liabilities for the years ended April 30, 2014 or 2013. The Company’s policy regarding income tax interest and penalties is to expense those items as general and administrative expense but to identify them for tax purposes. During the years ended April 30, 2014 and 2013 there were no income tax or related interest and penalty items in the income statement, or liability on the balance sheet. The Company files income tax returns in the U.S. federal jurisdiction. Tax years 2011 to present remain open to U.S. Federal income tax examination. The Company is not currently involved in any income tax examinations.

The book values of cash, prepaid expenses, and accounts payable approximate their respective fair values due to the short-term nature of these instruments. The fair value hierarchy under GAAP distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:


	•	Level one — inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities;

	•	Level two — inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals; and

	•	Level three — Unobservable inputs developed using estimates and assumptions, which are developed by the reporting entity and reflect those assumptions that a market participant would use.

In June 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10 - Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements - which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities”, which includes those in the exploration stage. The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. The Company has adopted this standard.

In August 2014, FASB issued ASU No. 2014-15 - Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern - which requires management to explicitly assess an entity's ability to continue as a going concern, and to provide related footnote disclosures in certain circumstances. In connection with each annual and interim period, management will assess if there is substantial doubt about an entity's ability to continue as a going concern within one year after the issuance date of an entity’s financial statements. The new standard defines substantial doubt and provides examples of indicators thereof. The definition of substantial doubt incorporates a likelihood threshold of "probable" similar to the current use of that term in U.S. GAAP for loss contingencies. The new standard will be effective for all entities in the first annual period ending after December 15, 2016 (December 31, 2016 for calendar year-end entities). Earlier application is permitted. The Company is currently assessing this standard for its impact on future reporting periods.

We have reviewed the FASB issued ASU accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles. Except as noted above, the Company does not believe that any other new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration. Reference is made to these recent accounting pronouncements as if they are set forth therein in their entirety.

On July 19, 2013 the Company executed a property option agreement (the “Agreement”) with Desert Pacific Exploration, Inc. (“DPE”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by DPE. Herb Duerr, the Company’s former Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer, and current director is the Vice President of DPE and Naomi Duerr, Mr. Duerr’s wife, is President of DPE. Herb and Naomi Duerr each own 50% of DPE. The property known as the Bell Flat project is located in Churchill County, Nevada and initially consisted of 11 unpatented claims (the “Property”). In August 2014, the Company added 23 new claims bringing the current total to 34 claims.

	Property Payments $	Work Expenditures $
Upon Execution of Agreement	5,000	-
August 26, 2014	10,000	50,000
August 26, 2015	15,000	150,000
August 26, 2016	20,000	200,000
August 26, 2017	30,000	350,000
August 26, 2018	40,000	400,000
August 26, 2019	50,000	450,000
August 26, 2020	50,000	500,000
August 26, 2021	50,000	550,000
August 26, 2022	50,000	600,000
August 26, 2023	-	750,000
Totals:	320,000	4,000,000

In addition to the payment of $5,000 upon execution of the Agreement, the Company is required to reimburse DPE for the 2012 and 2013 claim fees for the Property. The Company has made the initiation payment of $5,000, the first anniversary option payment of $10,000 and the reimbursement of the 2012 and 2013 claim fees for an aggregate of $3,430.

Since our payment obligations are non-refundable, if we do not make any payments under the Agreement we will lose any payments made and all our rights to the Property. If all said payments under the Agreement are made, then we will acquire all mining interests in the Property. If the Company fails to make any payment when due, the Agreement gives the Company a 60-day grace period to pay the amount of the deficiency. DPE retained a 3% net smelter royalty (“NSR”) of the aggregate proceeds received by the Company from any smelter or other purchaser of any ores, concentrates, metals or other material of commercial value produced from the Property, minus the cost of transportation of the ores, concentrates or metals, including related insurance, and smelting and refining charges, including penalties.

The Company shall have the one time right exercisable for 90 days following completion of a publicly disclosed preliminary feasibility study or preliminary economic assessment to buy up to one half (50%) of the DPE’s NSR interest (i.e. an amount equal to 1.5% of the NSR interest) for $3,000,000. The right to purchase the said NSR interest shall be exercised by the Company providing DPE with notice of the purchase accompanied by payment in the amount of $3,000,000. Upon the completion of the work commitments and option payments and the exercise of the option under the Agreement, DPE is to receive an advance royalty payment of $20,000 per year to be paid in cash. Payment is to be paid within 30 days of completing the terms of the option under the Agreement and any subsequent annual anniversary within the following framework:

The Agreement will terminate if the Company fails to comply with any of its obligations under the Agreement and fails to cure such alleged breach within 30 days written notice from DPE. If the Company gives notice that it denies a default has occurred, the matter shall be determined finally through such means of dispute resolution as such matter has been subjected to by either party. The Agreement provides that all disputes shall be resolved by a sole arbitrator under the rules of the Arbitration Act of Nevada. The Company also has the right to terminate the Agreement by giving 30 days written notice to DPE.

On August 17, 2012 the Company executed a property option agreement (the “Agreement”) with MinQuest, Inc. (“MinQuest”) granting the Company the right to acquire 100% of the mining interests of a Nevada mineral exploration property currently controlled by MinQuest. The Company’s principal executive officer is also a Vice President of MinQuest. The property known as the Crescent Fault Property is located in Eureka County, Nevada and currently consists of 33 unpatented claims.

On July 20, 2013, the Company gave notice of termination to MinQuest pursuant to the terms of the Crescent Fault Property Agreement. The Company has determined that the Crescent Fault Property no longer fits with its business parameters as the Company is changing its exploration emphasis from gold to magnesium. As a result of such termination, the Crescent Fault Property has been returned to MinQuest and the Company is responsible to pay all claim fees, payments and expenses in order to maintain the property in good standing until July 2014. The Company has paid these fees of $5,234 at July 31, 2013.

As part of its Bell Flat Property Agreement (the “Agreement”) with DPE (note 4) the Company issued 15,000,000 shares of common stock to DPE subject to a binding Escrow Agreement. Simultaneous with the execution and delivery of the Escrow Agreement the Company and DPE agreed that the stock certificate representing the 15,000,000 shares of common stock (the “Shares”) shall be delivered to the Escrow Agent. The Shares are duly authorized, fully paid and non-assessable and constitute issued and outstanding shares of the Company.

On July 19, 2013 (as amended on August 26, 2013) the Company entered into the Bell Flat Property Option Agreement (note 4) with DPE. Herb Duerr, the Company’s former Chairman, President, Chief Executive Officer, Chief Operating Officer, Treasurer, and current director is the Vice President of DPE and Naomi Duerr, Mr. Duerr’s wife, is President of DPE. Herb and Naomi Duerr each own 50% of DPE. Under the Escrow Agreement, DPE was issued 15,000,000 shares of restricted common stock of the Company on July 19, 2013 (note 5). Of the 15,000,000 shares of common stock initially issued to DPE under the Escrow Agreement, 3,000,000 shares have been released from escrow and are now restricted resulting in $30,000 in stock compensation being recognized by the Company for the year ended April 30, 2014. The remaining balance of 12,000,000 shares continues to be restricted and held in escrow.

For the six-months ended October 31, 2014, the Company paid its principal executive officer $750 per month to serve as its principal executive officer and on its Board of Directors. The total amount paid for the six months ended October 31, 2014 was $4,500 (2013- $0). For the six-months ended October 31, 2014, the Company paid one of its directors $500 per month to serve on its Board of Directors. The total amount paid for the six months ended October 31, 2014 was $3,000 (2013- $3,000).

The following discussion should be read in conjunction with the financial statements of American Magna Corp. (an exploration stage company) (the “Company”), which are included elsewhere in this Form 10-Q. Certain statements contained in this report, including statements regarding the anticipated development and expansion of the Company's business, the intent, belief or current expectations of the Company, its directors or its officers, primarily with respect to the future operating performance of the Company and the products it expects to offer and other statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Future filings with the Securities and Exchange Commission, future press releases and future oral or written statements made by or with the approval of the Company, which are not statements of historical fact, may contain forward-looking statements. Because such statements include risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. For a more detailed listing of some of the risks and uncertainties facing the Company, please see the Form 10-K for the year ended April 30, 2014 filed by the Company with the Securities and Exchange Commission.

During the next twelve months our objective is to explore the property subject to our mineral claims. We continue to run our operations with the use of contract operators and as such do not anticipate a change to our company staffing levels. We remain focused on keeping a minimal staff level, which currently consists of our two directors, one of which is also our principal executive officer, to conserve capital. The Company anticipates that a significant portion of the exploration program will be carried out either directly by the Company’s principal executive officer or under his supervision. We believe the outsourcing of some of the necessary operations continues to be the most cost effective and efficient manner of conducting the business of the Company.

We are a natural resource exploration company with an objective of acquiring, exploring, and if warranted and feasible, exploiting natural resource properties. Our primary focus in the natural resource sector is magnesium. We do not consider ourselves a “blank check” company required to comply with Rule 419 of the Securities and Exchange Commission, because we were not organized for the purpose of effecting, and our business plan is not to effect, a merger with or acquisition of an unidentified company or companies, or other entity or person. We do not intend to merge with or acquire another company in the next 12 months.

Though we believe that we have the expertise on our board of directors to take a resource property that hosts a viable ore deposit into mining production, the costs and time frame for doing so are considerable, and the subsequent return on investment for our shareholders would be very long term indeed. We therefore anticipate optioning or selling any ore bodies that we may discover to a major mining company. Most major mining companies obtain their ore reserves through the purchase of ore bodies found by junior exploration companies. Although these major mining companies do some exploration work themselves, many of them rely on the junior resource exploration companies to provide them with future deposits for them to mine. We believe that optioning or selling a deposit found by us to these major mining companies, would provide an immediate return to our shareholders without the long time frame and cost of putting a mine into operation ourselves, and it would also provide future capital for the company to continue operations.

The search for valuable natural resources as a business is extremely risky. We can provide investors with no assurance that the property we have in Nevada contains commercially exploitable reserves. Exploration for natural reserves is a speculative venture involving substantial risk. Few properties that are explored are ultimately developed into producing commercially feasible reserves. Problems such as unusual or unexpected geological formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan and any money spent on exploration would be lost.

Natural resource exploration and development requires significant capital and our assets and resources are limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage property. We currently have one property under option. There has been no indication as yet that any mineral deposits exist on the property, and there is no assurance that a commercially viable mineral deposit exists on our property. Further exploration will be required before a final evaluation as to the economic and legal feasibility is determined.

In the following discussion, there are references to “unpatented” mining claims. An unpatented mining claim on U.S. government lands establishes a claim to the locatable minerals (also referred to as stakeable minerals) on the land and the right of possession solely for mining purposes. No title to the land passes to the claimant. If a proven economic mineral deposit is developed, provisions of federal mining laws permit owners of unpatented mining claims to patent (to obtain title to) the claim. If you purchase an unpatented mining claim that is later declared invalid by the U.S. government, you could lose all rights to the minerals within that unpatented mining claim.

	Property Payments $	Work Expenditures $
Upon Execution of Agreement	5,000
August 26, 2014	10,000	50,000
August 26, 2015	15,000	150,000
August 26, 2016	20,000	200,000
August 26, 2017	30,000	350,000
August 26, 2018	40,000	400,000
August 26, 2019	50,000	450,000
August 26, 2020	50,000	500,000
August 26, 2021	50,000	550,000
August 26, 2022	50,000	600,000
August 26, 2023	-	750,000
Totals:	320,000	4,000,000

We did not earn any revenues during the three months ended October 31, 2014 or 2013. We will be in the exploration stage of our business for an extended period of time and as a result do not anticipate earning revenues until we have developed an exploration property. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the three months ended October 31, 2014 we had a net loss of $30,483 compared to a net loss of $28,590 for the three months ended October 31, 2013. The increase in the net loss was largely due to an increase in mineral property exploration expenditures and mineral property acquisition payments partially offset by lower general and administrative expenses. General and administrative expenses decreased to $10,551 for the three months ended October 31, 2014 from $25,527 for the three months ended October 31, 2013. The decrease in the current quarter was due to legal, accounting, and consulting expenses relating to the Company’s new property agreement, name change and share issuances being incurred in the three months ended October 31, 2013 while substantially lower amounts were incurred in the current quarter. Mineral property exploration expenditures increased to $9,932 for the three months ended October 31, 2014 from $1,715 for the three months ended October 31, 2013. During the current quarter the Company paid $9,932 for claim fees and mineral property exploration expenditures on the Bell Flat Property while in the prior quarter the Company incurred $1,715 in claim fees. Additionally, the Company paid $10,000 to DPE for its annual option payment on the Bell Flat Property.

We did not earn any revenues during the six months ended October 31, 2014 or 2013. We will be in the exploration stage of our business for an extended period of time and as a result do not anticipate earning revenues until we have developed an exploration property. We can provide no assurance that we will discover commercially exploitable levels of mineral resources on our property, or if such resources are discovered, that we will enter into commercial production of our mineral property.

For the six months ended October 31, 2014 we had a net loss of $56,137 compared to a net loss of $59,287 for the six months ended October 31, 2013. The decrease in the net loss was largely due to a decrease in general and administrative partially offset by higher mineral property exploration expenditures and mineral property acquisition payments. General and administrative expenses decreased to $24,958 for the six months ended October 31, 2014 from $41,112 for the six months ended October 31, 2013. The decrease in the current period was due to legal, accounting, and consulting expenses relating to the Company’s new property option agreement, name change and share issuances being incurred in the six months ended October 31, 2013 while much lower amounts were incurred in the current Six months ended October 31, 2014. Mineral property exploration expenses increased to $21,179 for the six months ended October 31, 2014 from $10,463 for the six months ended October 31, 2013. In the current period the Company recognized a total of $11,746 in claim fees on its Bell Flat Property and $9,433 on mineral property exploration fees. In the prior period the Company paid $3,340 in claim fess on its Bell Flat Property, $5,234 in claims fees that were payable to MinQuest as a result of the Company terminating the Crescent Fault Property Option Agreement as well as $1,889 on mineral property exploration expenditures.

We had cash of $11,811 and working capital of $11,280 as of October 31, 2014. Net cash used in operating activities during the six months ended October 31, 2014 was $58,009 compared to $18,170 during the six months ended October 31, 2013. The primary reason for the increase was due to changes in accounts payable and accrued liabilities. During the six months ended October 31, 2014 there was cash used of $3,166 due to a decrease of accounts payable and accrued liabilities compared to cash from an increase of accounts payable and accrued liabilities of $37,728 during the six months ended October 31, 2013. There were no investing activities in either of the six month periods ended October 31, 2014 or 2013. In the six month period ending October 31, 2014 there were no financing activities, while in the previous six month periods ending October 31, 2013, $149,500 was received from the issuance of common stock.

The future of the Company is dependent upon its ability to obtain future financing and upon future profitable operations from the development of its mineral property. On August 20, 2012 the Company received an additional $20,000 under its related party bridge loan. On October 18, 2013 the Company closed a public offering and issued 14,950,000 shares of common stock at $0.01 per share for a total offering price of $149,500. The shares were offered by the Company pursuant to a registration statement on Form S-1 which became effective on March 14, 2013. The proceeds from these financings are not sufficient for all of the Company’s planned activities for the next 12 months. We anticipate that in the future we will need additional funding and that such funding will be in the form of equity financing from the sale of our common stock. However, we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund additional phases of the exploration program, should we decide to proceed. We do not have any arrangements in place for any future equity financing.

The Company has an accumulated deficit of $482,257 at October 31, 2014 and has had no sales in the prior year. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its mineral property. Management may seek to raise additional capital in the future through the sale of equity. There are no present plans to do so and there can be no assurances that any such plans will be realized. 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.

There is substantial doubt about the Company’s ability to continue as a going concern. Accordingly, its independent auditors included an explanatory paragraph in their report on the April 30, 2014 financial statements regarding concerns about the Company’s ability to continue as a going concern. The Company’s financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by its independent auditors.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the Company conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of October 31, 2014. Based on this evaluation, our principal executive officer and principal financial officer have concluded that the Company’s disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that the Company’s disclosure and controls are designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** 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.

Nevada	20-5859893
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

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