tenq.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[ X ]

QUARTERLY REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2011

[ ]	TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-51707

PANEX RESOURCES INC.

(Exact name of registrant as specified in its charter)

Incorporated in the State of Nevada (State or other jurisdiction of incorporation or organization)	00-0000000 (I.R.S. Employer Identification No.)
30 Ledgar Road, Balcatta, Western Australia, 6021 (Address of principal executive offices)
011-61-89-240-6717 (Issuer’s telephone number)
n/a (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 past 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 preceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] 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 definition of “accelerated filer”, “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

[ X ] Yes [ ] No

Page - 1

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Outstanding at April 14, 2011
Common Stock - $0.001 par value	79,349,908

Page - 2

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Panex Resources Inc.

(An Exploration Stage Company)

February 28, 2011

	Index

Balance Sheets as of February 28, 2011 (unaudited) and August 31, 2010	F-1
Statements of Operations for the three months and six months ended February 28, 2011 and 2010 and for the period May 28, 2004 (date of inception) through February 28, 2011 (unaudited)…	F-2
Statements of Cash Flows for the six months ended February 28, 2011 and 2010 and for the period May 28, 2004 (date of inception) through February 28, 2011 (unaudited)	F-3
Statements of Stockholders’ Equity (Deficit) for the period from May 28, 2004 (date of inception) through February 28, 2011 (unaudited)	F-4
Notes to the Financial Statements (unaudited)	F-5

Page - 3

Panex Resources Inc.

(An Exploration Stage Company)

Balance Sheets

(Expressed in US dollars)

	February 28, 2011 $ (unaudited)			August 31, 2010 $


ASSETS

Current Assets

Cash		40,056			29,178

Total Assets (all current)		40,056			29,178


LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable		98,037			215,743
Accrued liabilities, related parties (Note 4)		247,481			184,495
Accrued liabilities, other		22,148			187,463
Loans and borrowings, related parties (Note 4)		-			46,892
Loans and borrowings (Note 7)		569,820			740,000

Total Liabilities (all current)		937,486			1,374,593


Stockholders’ Deficit (Note 6)

Common Stock: $0.001 par value; 500,000,000 shares authorized; 79,349,908 (August 31, 2010: 67,046,785) shares issued and outstanding		79,349			67,046

Additional paid-in capital		11,418,557			10,815,704

Donated capital		15,750			15,750

Deficit accumulated during the exploration stage		(12,411,086	)		(12,243,915	)

Total Stockholders’ Deficit		(897,430	)		(1,345,415	)

Total Liabilities and Stockholders’ Deficit		40,056			29,178

(The Accompanying Notes are an Integral Part of These Financial Statements)

F - 1

Panex Resources Inc.

(An Exploration Stage Company)

Statements of Operations

(Expressed in US dollars)

(Unaudited)

	For the Three Months Ended			For the Three Months Ended			For the Six Months Ended			For the Six Months Ended			Accumulated From May 28, 2004 (Date of Inception)
	February 28,			February 28,			February 28,			February 28,			to February 28,
	2011			2010			2011			2010			2011
		$			$			$			$			$


Revenue		-			-			-			-			-


Operating expenses

Donated rent		-			-			-			-			5,250
Donated services		-			-			-			-			10,500
General and administrative		6,665			2,806			8,476			3,495			90,179
Foreign currency transaction loss (gain)		15,437			(220	)		43,506			990			101,464
Mineral property and exploration costs		-			-			-			-			4,739,777
Management fees (Note 4)		9,911			13,345			24,502			26,797			677,087
Professional fees (Note 4)		37,028			10,307			61,897			23,365			971,706
Travel costs		-			-			-			-			335,415
Write-off deferred acquisition cost (Note 3)		-			-			-			-			400,000
Provision against Minanca loan (Note 3)		-			-			-			-			6,100,000

Total operating expenses		69,041			26,238			138,381			54,647			13,431,378

Other income (expense)

Interest income		151			84			300			175			32,006
Interest expense		(11,718	)		(17,140	)		(29,090	)		(34,478	)		(261,760	)
Loss on sale of investment (Note 5)		-			-			-			-			(126,182	)
Gain on sale of mineral property right (Note 5)		-			-			-			-			1,376,228

Total other income (expense)		(11,567	)		(17,056	)		(28,790	)		(34,303	)		1,020,292

Net Loss		(80,608	)		(43,294	)		(167,171	)		(88,950	)		(12,411,086	)


Net Loss Per Share – Basic and Diluted		*			*			*			*


Weighted Average Shares Outstanding		76,615,881			66,624,563			69,406,288			64,996,233

* Amount is less than $(0.01) per share

(The Accompanying Notes are an Integral Part of These Financial Statements)

F - 2

Panex Resources Inc.

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in US dollars)

(Unaudited)

	For the Six Months Ended February 28, 2011 $			For the Six Months Ended February 28, 2010 $			Accumulated From May 28, 2004 (Date of Inception) to February 28, 2011 $

Cash Flows From Operating Activities

Net loss		(167,171	)		(88,950	)		(12,411,086	)

Adjustments to reconcile net loss to cash used in operating activities:
Foreign currency transaction loss		43,506			990			101,464
Gain on sale of mineral property rights		–			–			(586,228	)
Loss on sale of investment		–			–			126,181
Donated services and expenses		–			–			15,750
Expenses paid by issue of common stock		–			–			500
Write-off deferred acquisition costs		-			-			400,000
Provision against Minanca loan		-			-			6,100,000

Change in operating assets and liabilities
Increase in accounts payable and accrued liabilities		25,373			22,474			472,590
Increase in amounts due to related parties		56,718			42,679			344,332

Net Cash Used in Operating Activities		(41,574	)		(22,807	)		(5,436,497	)

Cash Flows From Investing Activities
Cash received from sale of investment		-			-			250,047
Cash received from sale of mineral property rights		-			-			210,000
Deferred acquisition costs		-			-			(400,000	)
Loan advances		-			-			(7,100,000	)
Repayment of loan advance		-			-			1,000,000

Net Cash Used in Investing Activities		-			-			(6,039,953	)

Cash Flows From Financing Activities
Loan from related parties		-			-			594,313
Loan repaid to related parties		-			-			(576,483	)
Loans from unrelated third parties		50,000			-			790,000
Common shares issued for cash		-			-			10,708,750

Net Cash Provided by Financing Activities		50,000			-			11,516,580

Effect of exchange rates on cash		2,452			1,155			(74	)

Increase (Decrease) in Cash		10,878			(21,652	)		40,056

Cash - Beginning of Period		29,178			72,424			–

Cash - End of Period		40,056			50,772			40,056

(The Accompanying Notes are an Integral Part of These Financial Statements)

F - 3

Panex Resources Inc.

(An Exploration Stage Company)

Statements of Stockholders’ Equity (Deficit)

(Expressed in US dollars)

(Unaudited)

	Common Shares											Deficit
	Number of Shares			Amount $			Additional Paid-in Capital $			Donated Capital $		Accumulated During the Exploration Stage $			Total Stockholders’ Equity (Deficit) $

Balances, May 28, 2004 (Date of inception)		-			-			-			-		-			-
Common stock issued for servicesto president		6,000,000			6,000			(5,500	)		-		-			500
Return and cancellation of shares		(6,000,000	)		(6,000	)		6,000			-		-			-
Net loss		-			-			-			-		(500	)		(500	)
Balances, August 31, 2004		-			-			500			-		(500	)		-
Common stock issued for cash		64,500,000			64,500			(17,750	)		-		-			46,750
Return and cancellation of shares		(30,000,000	)		(30,000	)		30,000			-		-			-
Donated rent		-			-			-			3,000		-			3,000
Donated services		-			-			-			6,000		-			6,000
Net loss		-			-			-			-		(15,769	)		(15,769	)
Balances, August 31, 2005		34,500,000			34,500			12,750			9,000		(16,269	)		39,981
Common stock issued for cash		1,964,285			1,964			4,498,036			-		-			4,500,000
Donated rent		-			-			-			2,250		-			2,250
Donated services		-			-			-			4,500		-			4,500
Net loss		-			-			-			-		(848,560	)		(848,560	)
Balances, August 31, 2006		36,464,285			36,464			4,510,786			15,750		(864,829	)		3,698,171
Common stock issued for cash		7,632,500			7,632			6,098,368			-		-			6,106,000
Net loss		-			-			-			-		(10,943,990	)		(10,943,990	)
Balances, August 31, 2007		44,096,785			44,096			10,609,154			15,750		(11,808,819	)		(1,139,819	)
Net loss		-			-			-			-		(66,651	)		(66,651	)
Balances, August 31, 2008		44,096,785			44,096			10,609,154			15,750		(11,875,470	)		(1,206,470	)
Common stock issued for cash		1,600,000			1,600			14,400			-		-			16,000
Common stock issued for settlement of debt		14,000,000			14,000			126,000			-		-			140,000
Shares to be issued		-			-			30,000			-		-			30,000
Net loss		-			-			-			-		(154,585	)		(154,585	)
Balances, August 31, 2009		59,696,785			59,696			10,779,554			15,750		(12,030,055	)		(1,175,055	)
Common stock issued for cash received in December 2008		4,000,000			4,000			6,000			-		-			10,000
Common stock issued for settlement of debt		3,350,000			3,350			30,150			-		-			33,500
Net loss		-			-			-			-		(213,860	)		(213,860	)
Balances, August 31, 2010		67,046,785			67,046			10,815,704			15,750		(12,243,915	)		(1,345,415	)
Common stock issued for settlement of accounts payable, accrued liabilities and debt (Notes 6 and 7)		12,303,123			12,303			602,853			-		-			615,156
Net loss		-			-			-			-		(167,171	)		(167,171	)
Balances, February 28, 2011		79,349,908			79,349			11,418,557			15,750		(12,411,086	)		(897,430	)

(The Accompanying Notes are an Integral Part of These Financial Statements)

F - 4

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

1. Exploration Stage Company

The Company was incorporated in the State of Nevada on May 28, 2004. The Company is considered to be an Exploration Stage Company. The Company’s principal business is the acquisition and exploration of mineral resources.

Going concern and management’s plans:

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. Since its inception in May 2004, the Company has not generated revenue and has incurred net losses. The Company incurred a net loss of $167,171 for the six months ended February 28, 2010, and a deficit accumulated during the exploration stage of $12,411,086 for the period from May 28, 2004 (inception) through February 28, 2011. Accordingly, it has not generated cash flow from operations and has primarily relied upon advances from shareholders and proceeds from equity financings to fund its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

As a consequence of the Company’s withdrawal from the Minanca acquisition in Ecuador, the Colombian Projects (Titiribi and Acandi) and the Peruvian Projects (Condoroma and Suyckutambo), the Company has no mineral property interests as of the date of this report. Certain mineral property interests are presently being considered, but it is too early to say whether they may be considered appropriate for acquisition.

As of February 28, 2011, the Company had cash of $40,056. Management’s objective is to recapitalize the Company, raise new capital and seek new investment opportunities in the mineral sector. Management believes that its worldwide industry contacts will make it possible to find and assess new projects. There is no assurance however that the Company will be able to consummate the contemplated capital raisings. In the event that the Company is unsuccessful in raising additional capital in a timely manner, it will have a material adverse affect on the Company’s liquidity, financial condition and business prospects. The Company is in the process of finalizing plans to raise new capital of $2 million to $3 million within the next three to six months. On February 22, 2011, the Company filed a Form S-1 registration statement with the Securities and Exchange Commission. The registration statement has not yet been declared effective.

The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts or classification of liabilities that may result from the possible inability of the Company to continue as a going concern.

2. Summary of Significant Accounting Policies

a)	Basis of Presentation

These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States. The Company’s fiscal year-end is August 31.

b)	Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

F - 5

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

c)	Basic and Diluted Net Income (Loss) Per Share

Basic earnings per share (EPS) is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. There were no potential dilutive securities outstanding at February 28, 2011 or 2010.

Cash

Cash includes deposits in banks which are unrestricted as to withdrawal or use.

e) Mineral Property and Exploration Costs

The Company has been in the exploration stage since its formation on May 28, 2004 and has not realized any revenues from its planned operations. It has been primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and 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, the costs incurred to develop such property are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f) Deferred Acquisition Costs

The Company capitalizes deposits paid during the acquisition of equity interests as deferred acquisition costs. Deferred acquisition costs are recorded at cost and are included in the purchase price of the equity interest once the acquisition has been consummated.

g) Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or most advantageous market. The Company uses a fair value hierarchy that has three levels of inputs, both observable and unobservable, with use of the lowest possible level of input to determine fair value.

Level 1 - quoted prices (unadjusted) in active markets for identical assets or liabilities;

Level 2 - observable inputs other than Level 1, quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and model-derived prices whose inputs are observable or whose significant value drivers are observable; and

Level 3 - assets and liabilities whose significant value drivers are unobservable.

As of February 28, 2011, the Company did not have any assets or liabilities that were measured at fair value on a recurring or non-recurring basis.

Observable inputs are based on market data obtained from independent sources, while unobservable inputs are based on the Company’s market assumptions. Unobservable inputs require significant management judgment or estimation. In some cases, the inputs used to measure an asset or liability may fall into different levels of the fair value hierarchy. In those instances, the fair value measurement is required to be classified using the lowest level of input that is significant to the fair value measurement. Such determination requires significant management judgment.

F - 6

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

2.	Summary of Significant Accounting Policies (continued)

g) Fair Value Measurements (continued)

Financial instruments, which include cash, accounts payable, and loans and borrowings, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The fair value of amounts due to related parties is not practicable to estimate, due to the related party nature of the underlying transactions. The Company’s operations are located in Australia, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

h) Income Taxes

The Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their tax bases, as well as net operating losses.

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 on deferred tax assets or liabilities of a change in tax rates is recognized in the period in which the tax change occurs. A valuation allowance is provided to reduce the deferred tax assets to a level, that more likely than not, will be realized.

The Company files income tax returns in the U.S. federal jurisdiction and in the state of Nevada. Management does not believe that the Company has any unrecognized tax positions. The Company’s policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense.

i) Foreign Currency Translation and Transactions

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated into the United States dollar using the exchange rate prevailing at the balance sheet date. Foreign currency transactions are primarily undertaken in Australian dollars. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.

During the quarter ended November 30, 2010, the Company identified the following matter that originated prior to September 1, 2010 relating to the reporting of the effect of exchange rate changes on cash in the statement of cash flows;

·	Net cash used in operating activities for the six months ended February 28, 2010 and accumulated from May 28, 2004 (date of inception) to February 28, 2010 should have included $990 and $45,262, respectively, for foreign currency transaction losses recorded in the statement of operations; and

·	The effect of exchange rate changes on cash for the six months ended February 28, 2010 and accumulated from May 28, 2004 (date of inception) to February 28, 2010 should have excluded these same amounts.

The Company has determined that the impact of this matter relates only to the presentation of the net cash used in operating activities on the statement of cash flows and it is not material to any prior annual or interim period financial statements.

j) Concentration of Credit Risk

The Company’s financial instruments that are exposed to concentration of credit risk consist of cash. The Company’s cash is in demand deposit accounts placed with federally insured financial institutions in Australia.

F - 7

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

k) Interim Financial Statements

These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

The unaudited financial statements should be read in conjunction with the Company’s audited financial statements and footnotes thereto for the year ended August 31, 2010, which are included in the Company’s Annual Report on Form 10-K.

l) Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2010-06, Improving Disclosures about Fair Value Measurements (ASU 2010-06). This update requires additional disclosure within the roll forward of activity for assets and liabilities measured at fair value on a recurring basis, including transfers of assets and liabilities between Level 1 and Level 2 of the fair value hierarchy and the separate presentation of purchases, sales, issuances and settlements of assets and liabilities within Level 3 of the fair value hierarchy. In addition, the update requires enhanced disclosures of the valuation techniques and inputs used in the fair value measurements within Levels 2 and 3. The new disclosure requirements were effective for interim and annual periods beginning after December 15, 2009 (the adoption of which did not have an impact on the Company’s financial statements), except for the disclosure of purchases, sales, issuances and settlements of Level 3 measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010 (September 1, 2011 for the Company). As ASU 2010-06 only requires enhanced disclosures, the Company does not expect that the adoption of this update will have a material effect on its financial statements.

3.	Deferred Acquisition Costs and Loan Advances

On June 15, 2006, the Company entered into an agreement with Emco Corporation (“Emco”) whereby the Company was granted an option to acquire 80% of the issued and outstanding shares of Minanca, which owns mineral exploration property in Ecuador (the “Property”), for an aggregate purchase price of $30,400,000 comprised of 10 million restricted common shares of the Company at an issue price of $3 per common share and a cash payment of $400,000.

Under the terms of the acquisition agreement and pursuant to settlement of the acquisition, the Company was obligated to pay loan advances of $7,000,000.

As of February 28, 2011 the loan advances equalled $6,100,000. Minanca is to undertake to grant a mortgage of all its assets to the Company as security against the loan advances noted above. Repayment of the loan advances rank in priority ahead of any dividend or distribution payments to shareholders of Minanca.

On December 9, 2007, the Company entered into an agreement with Emco to cancel the acquisition by Panex Resources of an 80% interest in Minanca. As a consequence, neither party has any further rights or obligations to each other, except that Minanca remains indebted to Panex Resources for an amount of $6,100,000 which it had agreed to repay as follows:

(i)

payment of US$250,000 to Panex Resources by close of business on December 14, 2007;

(ii)

payment of US$1,750,000 to Panex Resources within 21 days of the execution of the agreement; and

(iii)

payment of the remainder of the loan balance in accordance with the provisions of the June 2006 agreement (which provided for loan repayment from cash surpluses from the sale of mineral products) or as otherwise agreed between the parties.

F - 8

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

3.	Deferred Acquisition Costs and Loan Advances (continued)

As at the date of this report, no repayments have been made. The loan was fully reserved for in the financial statements during the year ended August 31, 2007, however management continues to seek recovery of all or part of the loan.

On June 16, 2006, the Company paid $400,000 as per the terms of the agreement and provided a loan advance of $100,000 to Minanca. Prior to August 31, 2007, the Company had recorded the $400,000 as deferred acquisition costs pending the final settlement of the agreement, however this amount was expensed to the income statement during the year ended August 31, 2007.

4. Related Party Transactions

The Company incurred management fees during the three and six months ended February 28, 2011 of $9,911 and $24,502, respectively ($13,345 and $26,797 for the three and six months periods ended February 28, 2010) for services provided by the president of the Company. As of February 28, 2011, the Company has an accrued liability of $75,736 for management fees and travel expenses due to this related party.

Included in professional fees during the three and six months ended February 28, 2011 are $14,269 and $29,137, respectively ($5,657 and $13,836 for the three and six months ended February 28, 2010) of consulting fees for administration, office rent, accounting and company secretarial services provided by a company in which the president and former director are directors and shareholders. As of February 28, 2011, the Company has a liability of $170,528 for services provided under this agreement due to this related party.

In August 2007, the Company received loan proceeds totalling $105,068 from companies in which the president and chief executive officer is a director and shareholder. Interest is charged at 8% simple interest, the loan is unsecured and has no stated maturity date. In May 2008 $67,193 was repaid including accrued interest. On December 20, 2010, principal and accrued interest totalling $62,644 was assigned to an unrelated third party. As of February 28, 2011, there was $1,217 of accrued interest outstanding in relation to the loans.

5. Mineral Properties

Titiribi Gold/Copper Project

The Company entered into an agreement with Goldplata Corporation Limited, Goldplata Resources Inc. and Goldplata Resources Sucursal Colombia (the “Goldplata Group”) dated May 6, 2006, whereby the Company was granted an option to acquire up to 70% interest in the Titiribi Gold/Copper project in Colombia, South America. The agreement allowed the Company to acquire an initial interest of 65% by sole funding $8 million in exploration expenditures within a 3 year period (the “Option Period”). The Option Period commenced on June 9, 2006. After acquiring 65% interest, the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $12 million, both within a period of no more than 3 years from the time of the election. The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $1 million in exploration expenditures or paid $1 million to the Goldplata Group. Through August 31, 2008, $2,830,000 of exploration expenditures have been paid by the Company and recorded as mineral property and exploration costs on the statement of operations. No further payments were made during the years ended August 31, 2009 and 2010 or up to the date of this report.

On January 11, 2008 the Company entered into an agreement with Australian publicly traded company, Windy Knob Resources Limited (“Windy Knob”) to assign its interests in the Titiribi Gold/Copper Project for cash proceeds of $1 million being reimbursement of exploration expenditures and 3,250,000 shares of common stock in Windy Knob.

F - 9

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

5. Mineral Properties (continued)

a)	Titiribi Gold/Copper Project (continued)

The terms of the agreement were as follows:

(i)

payment of $250,000 to the Goldplata Group on behalf of Panex Resources to satisfy outstanding cash call requirements (this was paid in January 2008);

(ii)

payment of $540,000 to the Goldplata Group on behalf of Panex Resources to satisfy outstanding cash calls at the completion of due diligence by Windy Knob (this was paid in January 2008); and

(iii)

payment of $210,000 direct to Panex Resources at the completion of due diligence by Windy Knob (this was received on February 4, 2008).

In connection with this transaction, the Company recognized a gain of $1,376,288, during the year ended August 31, 2008 which is reported in other income. As noted above, $790,000 of this gain is offset within mineral property and exploration costs, as it was paid to the Goldplata Group by Windy Knob on behalf of the Company to secure the Company’s rights under the original agreement prior to the sale.

The 3,250,000 shares in Windy Knob were issued to the Company on April 16, 2008 and sold on May 23, 2008 for cash proceeds of $250,047. In connection with this sale, the Company recognized a realized loss of $126,182 during the year ended August 31, 2008. This prior year loss represented the difference between the fair value at the date the shares were issued to the Company and the date the shares were sold to a third party.

b) Peruvian Gold / Silver Projects

On July 5, 2006, the Company entered into agreements with the Goldplata Group to acquire an interest of up to 70% in the Condoroma and Suyckutambo Projects in Peru. The Company was granted an option to acquire up to 70% interest in each of these two projects on identical terms. The agreements allowed the Company to acquire an initial interest of 65% by sole funding $4 million in exploration expenditures within a 3 year period (the “Option Period”). The Option Period commenced on August 4, 2006. After acquiring 65%, the Company had 60 days to elect to sole fund further expenditures in order to acquire another 5%, giving it a total interest of 70%. The additional interest was to be acquired upon the earlier of completing a bankable feasibility study or spending a further $6 million, both within a period of no more than 3 years from the time of the election. The Company could not withdraw from the agreement after the start of the Option Period until it either incurred $500,000 in exploration expenditures or paid $500,000 to the Goldplata Group. Through August 31, 2008, $1,110,000 of exploration expenditures have been paid by the Company on the Condoroma and Suyckutambo Projects and recorded as mineral property and exploration costs on the statement of operations. No further payments were made during the years ended August 31, 2009 and 2010 or up to the date of this report.

In September 2007, De Beira decided to withdraw from the Condoroma and Suyckutambo Projects as it became apparent that De Beira and the permit holders, the Goldplata Group, had different philosophies about how the projects should be further explored and developed. De Beira favored a measured approach, with a focus on further exploration to maximize the resource potential whereas the Goldplata Group favored a short term development and production strategy.

c) Acandi Project

On October 19, 2006, the Company entered into a preliminary agreement in association with the Goldplata Group to earn an 80% interest in the Acandi copper / gold project in North East Colombia, near the Panama border, by sole funding exploration expenditures and making cash payments to the present beneficial holder of the project interest. Through August 31, 2008, $525,000 of exploration expenditures have been paid by the Company. No further payments were made during the years ended August 31, 2009 and 2010 or up to the date of this report.

In September 2007, the Company withdrew from the Acandi project and there are no residual rights or financial obligations.

F - 10

Panex Resources Inc.

(An Exploration Stage Company)

Notes to the Financial Statements

February 28, 2011

(Unaudited)

Stockholders’ Equity

On December 20, 2010, the Company issued 2,955,483 restricted shares of common stock at a subscription price of $0.05 per share, for the settlement of $147,774 in accounts payable and accrued liabilities and issued 9,347,640 restricted shares of common stock at a subscription price of $0.05 per share for the settlement of loans and accrued interest totalling $467,382 from an unrelated third party (Note 7).

Loans and Borrowings

In March and July 2007 the Company received loan proceeds of $240,000 and $500,000 respectively, from an unrelated third party. These loans are unsecured and bear interest at 8% per annum with no fixed repayment date, but the understanding with the lender is that the loans will be repaid from the proceeds of future equity financings and/or the repayment of amounts lent to Minanca. On December 20, 2010, $267,072 of this loan as well as $200,310 of accrued interest on this loan was settled by the issue of 9,347,640 shares.

In January 2011, the Company received loan proceeds of $50,000, from an unrelated third party. This loan is unsecured, has no stated interest and is payable when cash flow permits.

Non-Cash Investing and Financing Activities

	For the Six Months Ended February 28, 2011 $	For the Six Months Ended February 28, 2010 $	Accumulated From May 28, 2004 (Date of Inception) to February 28, 2011 $
Issuance of common stock for settlement of debt (including accrued interest):

Related party	-	-	5,673
Non-related party	467,382	-	507,029

Issuance of common stock for settlement of accounts payable:

Related party	-	33,500	128,180
Non-related party	147,774	-	147,774

Cash paid to Goldplata on behalf of the Company			790,000

F - 11

Item 2. Management’s Discussion and Analysis or Plan of Operation

THE FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF PANEX RESOURCES INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.

Uncertainties Relating To Forward-Looking Statements

This Form 10-Q Quarterly Report for the six month period ended February 28, 2011 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements involve risks and uncertainties, including statements regarding Panex’s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports Panex files with the Securities and Exchange Commission.

The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The forward-looking statements in this Form 10-Q Quarterly Report for the six month period ended February 28, 2011, are subject to risks and uncertainties that could cause actual results to differ materially from the results expressed in or implied by the statements contained in this report. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and accordingly, no opinion is expressed on the achievability of those forward-looking statements. No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information are accurate.

All forward-looking statements are made as of the date of filing of this Form 10-Q and Panex disclaims any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Panex may, from time to time, make oral forward-looking statements. Panex strongly advises that the above paragraphs and the risk factors described in this Quarterly Report and in Panex’s other documents filed with the United States Securities and Exchange Commission should be read for a description of certain factors that could cause the actual results of Panex to materially differ from those in the oral forward-looking statements. Panex disclaims any intention or obligation to update or revise any oral or written forward-looking statements whether as a result of new information, future events or otherwise.

Background

Panex Resources Inc. (“Panex” or the “Company”) is a Nevada corporation that was incorporated on May 28, 2004.

Since June 2006, Panex has had its office at 30 Ledgar Road, Balcatta, Western Australia, 6021. The telephone number at this office is 011-61-89-240-2836. Panex uses this office space under an arrangement whereby an entity related to the president and director of the Company provides office administration, accounting and corporate secretarial services to the Company for a fee based on time and hourly charge rates. Panex maintains its statutory registered agent’s office at 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.

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Panex is an exploration stage company engaged in the acquisition and exploration of mineral properties. The Company’s plan of operations is to conduct mineral exploration activities on mineral properties in order to assess whether these claims possess commercially exploitable mineral deposits. Panex’s exploration program will be designed to explore for commercially viable deposits of base and precious minerals, such as gold, silver, lead, barium, mercury, copper, and zinc minerals.

On June 15, 2006, Panex entered into an agreement with Emco Corporation (“Emco”) to acquire an 80% interest in Minanca Minera Nanguipa, Compañía Anónima (“Minanca”), subject to certain conditions. Minanca owns certain mineral exploration property, including plant and equipment, in Ecuador, South America (the “Ecuador Property”). However, on December 9, 2007 Panex entered into an agreement with Emco to cancel the previously executed acquisition agreement, as the Company concluded that it was not in its best interests to settle the acquisition.

Panex has an authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share with 79,349,908 shares of common stock currently issued and outstanding. On August 30, 2010, the authorized capital was increased from 75,000,000 shares of common stock to 500,000,000 shares of common stock.

Panex has not been involved in any bankruptcy, receivership or similar proceedings. There have been no material reclassifications, mergers, consolidations or purchases or sales of a significant amount of assets not in the ordinary course of Panex’s business.

Plan of Operation

Management’s objective is to recapitalize the Company, raise new capital and seek new investment opportunities in the mineral sector. Panex will continue to identify and assess undervalued mineral properties when capital raisings are completed. A small number of mineral properties are presently being reviewed, but it is too early to say whether they may be considered appropriate for acquisition. The Company is in the process of finalizing plans to raise new capital of between $2 - $3 million.

Results of Operations

Panex has generated no operating revenues since its inception on May 28, 2004 through February 28, 2011. For the three and six month periods ended February 28, 2011, Panex had interest income of $151 and $300, respectively, compared to $84 and $175 for the three and six month periods ended February 28, 2010.

Total expenses for the three and six months ended February 28, 2011 were $80,759 and $167,471, respectively, compared to $43,378 and $89,125 for the three and six months ended February 28, 2010. Expenses were higher in the three and six month periods ended February 28, 2011 than the three and six month periods ended February 28, 2010, due to foreign currency transaction losses related to management fees and other invoices being invoiced in Australian dollars and the Australian dollar increasing in value against the United States dollar over the past year. In addition, professional fees and general and administrative costs were also higher as a result of increased legal and consulting fees as a result of completing several corporate filings which included filing a Form S-1 Registration Statement.

Liquidity and Capital Resources

Our financial statements have been prepared assuming that we will continue as a going concern. Since our inception in May 2004, we have not generated revenue and have incurred net losses. We have a working capital deficit of $897,430 at February 28, 2011, incurred net losses of $167,171 and $88,950 for the six months ended February 28, 2011 and 2010 respectively, and have a deficit accumulated during the exploration stage of $12,411,086 for the period from May 28, 2004 (inception) through February 28, 2011.

Page - 16

Accordingly, we have not generated cash flows from operations and have primarily relied upon loans from related and unrelated parties and equity financing to fund our operations. These conditions (as indicated in the 2010 audit report of our Independent Registered Public Accounting Firm), raise substantial doubt about the Company’s ability to continue as a going concern.

During the six months ended February 28, 2011, Panex used cash of $41,574 in operating activities compared to $22,807 in the six months ended February 28, 2010. As previously noted, Panex is not generating revenues and accordingly has not generated any significant cash flow from operations. Panex is uncertain as to when it will produce cash flows from operations that are required to meet operating and capital requirements and will require significant funding from external sources to continue its operations.

During the six months ended February 28, 2011 and 2010, no cash was used to repay any debt. During the six months ended February 28, 2011 $615,156 of accounts payable, accrued liabilities and debt from an unrelated third party was converted to common stock. In addition, loan funds of $50,000 were received from an unrelated third party.

Contingencies and Commitments

Panex has no contingencies or long-term commitments.

While Panex has raised capital to meet its working capital and financing needs in the past, additional financing is required in order to fully complete its plan of operation and launch its business operations. Panex is seeking financing in the form of equity in order to provide the necessary working capital. Panex currently has no commitments for financing. There are no assurances Panex will be successful in raising the funds required.

Off-Balance Sheet Arrangements

Panex has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on Panex’s financial condition, changes in financial condition, revenue or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors, nor did Panex have any non-consolidated, special-purpose entities during this quarter.

Recent Accounting Pronouncements

Page - 17

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Klaus Eckhof, Panex’s Chief Executive Officer and Susmit Shah, Panex’s Chief Financial Officer, have evaluated the effectiveness of Panex’s disclosure controls and procedures (as such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934 (the “Exchange Act”) as of the end of the period covered by this quarterly report (the “Evaluation Date”). Based on such evaluation, Mr. Eckhof and Mr. Shah have concluded that, as of the Evaluation Date, Panex’s disclosure controls and procedures are not effective in alerting Panex on a timely basis to material information required to be included in its reports filed or submitted under the Exchange Act, for the reasons listed in Item 9A of the Company’s Form 10-K filing for the year ended August 31, 2010.

While management strives to segregate duties as much as practicable, there is an insufficient volume of transactions at this point in time to justify additional full time staff. Management believes that this is typical in most exploration stage companies. Panex may not be able to fully remediate the material weakness until we commence mining operations at which time management expects to employ more staff. Management will continue to monitor and address the costs and benefits of additional staffing.

Changes in Internal Controls over Financial Reporting

During the fiscal quarter covered by this report, there were no changes in Panex’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, Panex’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

Panex is not a party to any pending legal proceedings and, to the best of Panex’s knowledge, none of Panex’s assets are the subject of any pending legal proceedings.

Item 1A. Risk Factors

Panex is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and is not required to provide the information required under this item.

Page - 18

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

During the quarter of the fiscal year covered by this report, (i) Panex did not modify the instruments defining the rights of its shareholders, (ii) no rights of any shareholders were limited or qualified by any other class of securities, and (iii) Panex did not sell any unregistered equity securities, except for the following:

December 2010 - $0.05 Shares For Debt Offering

On December 20, 2010, the board of directors approved the settlement of debt for shares at a settlement price of $0.05 per restricted share. Panex settled an aggregate $615,156 in debt in this closing, and issued an aggregate 12,303,123 restricted shares of common stock to seven non-US creditors outside the United States.

Panex set the value of the restricted shares arbitrarily without reference to its assets, book value, revenues or other established criteria of value. All the restricted shares issued in this offering were issued for investment purposes in a “private transaction”.

For the seven non-US creditors outside the United States in this closing, Panex relied upon Section 4(2) of the Securities Act of 1933 and Rule 903 of Regulation S promulgated pursuant to that Act by the Securities and Exchange Commission. Management is satisfied that Panex complied with the requirements of the exemption from the registration and prospectus delivery of the Securities Act of 1933. The settlement of debt was not a public offering and was not accompanied by any general advertisement or any general solicitation. Panex received from each creditor a completed and signed shares for debt agreement containing certain representations and warranties, including, among others, that (a) the creditor was not a U.S. person, (b) the creditor accepted the shares for debt for their own investment account and not on behalf of a U.S. person, and (c) there was no prearrangement for the resale of the shares with any buyer. No offer was made or accepted in the United States and the share certificates representing the shares were issued bearing a legend with the applicable trading restrictions.

Item 3. Defaults Upon Senior Securities.

During the quarter of the fiscal year covered by this report, no material default has occurred with respect to any indebtedness of Panex. Also, during this quarter, no material arrearage in the payment of dividends has occurred.

Item 4. (Removed and Reserved)

Item 5. Other Information.

During the quarter of the fiscal year covered by this report, Panex reported all information that was required to be disclosed in a report on Form 8-K.

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Item 6. Exhibits.

(a)	Index to and Description of Exhibits

All Exhibits required to be filed with the Form 10-Q are included in this quarterly report or incorporated by reference to Panex’s previous filings with the SEC which can be found in their entirety at the SEC website at www.sec.gov under SEC File Number 000-51707 and SEC File Number 333-130264.

Exhibit	Description	Status

3.1	Articles of Incorporation of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
3.2	By-Laws of Panex Resources Inc. filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
3.3	Certificate of Amendment of Panex Resources Inc., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on September 30, 2010 and incorporated herein by reference.	Filed
10.1	Management Agreement dated April 19, 2006 between Panex Resources Inc. and Reg Gillard, filed as Exhibit 10.2 to Panex’s Form 8-K (Current Report) filed on May 10, 2006 and incorporated herein by reference.	Filed
10.2	Letter of Understanding dated May 6, 2006 among Panex Resources Inc., Goldplata Corporation Limited, Goldplata Resources Inc, and Goldplata Resources, Sucursal-Columbia, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on May 25, 2006 and incorporated herein by reference.	Filed
10.3	Letter Agreement dated June 15, 2006 between Panex Resources Inc. and Emco Corporation, filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on June 29, 2006 and incorporated herein by reference.	Filed
10.4	Share Sale Agreement dated July 10, 2006, between Panex Resources Inc. and Emco Corporation Inc. S.A., filed as an Exhibit to Panex’s Form 8-K (Current Report) filed on July 17, 2006, and incorporated herein by reference.	Filed
10.5	Heads of Agreement dated July 26, 2007 among Panex Resources Inc., Goldplata Resources Peru S.A.C., Goldplata Resources Inc., Goldplata Resources Sucursal-Colombia, Goldplata Corporation Limited, and Goldplata Mining International Corporation, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
10.6	Letter Agreement dated December 6, 2007 among Panex Resources Inc., Emco Corporation Inc. S.A. and Minanca Minera Nanguipa, Compania Anonima, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
10.7	Deed dated January 11, 2008 among Panex Resources Inc., Windy Knob Resources Limited, Goldplata Mining International Corporation, Goldplata Resources Inc., and Goldplata Resources Sucursal-Colombia, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed
14.1	Financial Code of Ethics filed as an Exhibit to Panex’s Form SB-2 (Registration Statement) filed on December 12, 2005 and incorporated herein by reference.	Filed
31.1	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief executive officer.	Included
31.2	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 from chief financial officer.	Included
32	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Included
99.1	Disclosure Committee Charter, filed as an Exhibit to Panex’s Form 10-K (Annual Report) filed on July 28, 2009 and incorporated herein by reference.	Filed

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SIGNATURES

In accordance with the requirements of the Securities Exchange Act of 1934, Panex Resources Inc. has caused this report to be signed on its behalf by the undersigned duly authorized person.

		PANEX RESOURCES INC.

Dated: April 14, 2011	By:	/s/ Klaus Eckhof
	Name:	Klaus Eckhof
	Title:	President and CEO
		(Principal Executive Officer)


Dated: April 14, 2011	By:	/s/ Susmit Shah
	Name:	Susmit Shah
	Title:	CFO
		(Principal Financial Officer)

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Exhibit 31.1

Page - 22

PANEX RESOURCES INC.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Klaus Eckhof, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2011 of Panex Resources Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2011

/s/ Klaus Eckhof

Klaus Eckhof

Chief Executive Officer

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Exhibit 31.2

Page - 24

PANEX RESOURCES INC.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Susmit Shah, certify that:

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended February 28, 2011 of Panex Resources Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 14, 2011

/s/ Susmit Shah

Susmit Shah

Chief Financial Officer

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Exhibit 32

Page - 26

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Panex Resources Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Klaus Eckhof, President, Chief Executive Officer of the Company and sole member of the Board of Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.

/s/ Klaus Eckhof

Klaus Eckhof

Chief Executive Officer

April 14, 2011

Page - 27

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Panex Resources Inc. (the “Company”) on Form 10-Q for the period ended February 28, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Susmit Shah, Chief Financial Officer, Treasurer, and Corporate Secretary of the Company, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material aspects, the financial condition and result of operations of the Company.

/s/ Susmit Shah

Susmit Shah

Chief Financial Officer

April 14, 2011

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