10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

x For the quarterly period ended July 31, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ________________

Commission File Number: 001-34911

Rockford Minerals Inc.

(Exact name of registrant as specified in its charter)

Nevada	None
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

369 Shuter Street

Toronto, Ontario M5A 1X2, Canada

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (416) 937-3266

.

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  ¨  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 in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨	Accelerated filer  ¨
Non-accelerated filer  ¨	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).  Yes   ¨ No x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes  ¨    No ¨

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 10,000,000 shares of common stock at September 12, 2011.

ROCKFORD MINERALS, INC.

INDEX

PART	I -	FINANCIAL INFORMATION
Item	1.	Financial Statements:
		Condensed Balance Sheets as of July  31, 2011 (unaudited) and October 31, 2010	1
		Condensed Statements of Operations for the three and nine months ended July 31, 2011 and 2010, and for the period from October 29, 2007 (inception) to July 31, 2011 (Unaudited)	2
		Condensed Statement of Changes in Stockholders’ Equity/(Deficiency) for the period from October 29, 2007 (inception) to July 31, 2011 (Unaudited)	3
		Condensed Statements of Cash Flows for the nine months ended July 31, 2011 and 2010 and for the period from October 29, 2007 (inception) to July 31, 2011 (Unaudited)	4
		Notes to Condensed Financial Statements (Unaudited)	5
Item	2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	11
Item	3.	Quantitative and Qualitative Disclosure About Market Risk	15
Item	4.	Controls and Procedures	15
PART	II-	OTHER INFORMATION	16
Item	1.	Legal Proceedings	16
Item	1A.	Risk Factors (not applicable)	16
Item	2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item	3.	Defaults Upon Senior Securities	16
Item	4.	[Removed and Reserved]	16
Item	5.	Other Information	16
Item	6.	Exhibits	16
Signatures			17

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	1	CONDENSED BALANCE SHEETS AS OF JULY 31, 2011 (UNAUDITED)  AND AS OF OCTOBER 31, 2010
PAGE	2	CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JULY 31, 2011 AND 2010 AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31, 2011 (UNAUDITED)
PAGE	3	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY/(DEFICIENCY) FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31, 2011 (UNAUDITED)
PAGE	4	CONDENSED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED JULY 31, 2011 AND 2010, AND FOR THE PERIOD FROM OCTOBER 29, 2007 (INCEPTION) TO JULY 31, 2011 (UNAUDITED)
PAGES	5 - 10	NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

Item 1.                                Financial Statements

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Balance Sheets

	July 31, 2011			October 31, 2010
	(Unaudited)
ASSETS
Current Assets
Cash	$	280		$	17,137
Total Assets	$	280		$	17,137
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current Liabilities
Accounts payable	$	21,596		$	20,554
Notes payable - shareholder		11,109			-
Total Liabilities		32,705			20,554
Commitments and Contingencies		-			-
Stockholders' Deficiency
Common stock, $0.001 par value; 100,000,000 shares authorized, 10,000,000 and 10,000,000 shares issued and outstanding, respectively		10,000			10,000
Additional paid-in capital		81,717			77,037
Accumulated Deficit During the Exploration Stage		(124,142	)		(90,454	)
Total Stockholders' Deficiency		(32,425	)		(3,417	)
Total Liabilities and Stockholders' Deficiency	$	280		$	17,137

See accompanying notes to condensed unaudited financial statements

1

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended July 31,						For the Nine Months Ended July 31,						For the Period From
	2011			2010			2011			2010			October 29, 2007 (Inception) to July 31, 2011
Operating Expenses
Mining development rights	$	-		$	-		$	-		$	-		$	15,157
Professional fees		5,570			15,246			26,940			15,441			78,557
General and administrative		2,291			1,609			6,748			5,250			28,701
Total Operating Expenses		7,861			16,855			33,688			20,691			122,415
Loss from Operations		(7,861	)		(16,855	)		(33,688	)		(20,691	)		(122,415	)
Other Expense
Interest Expense		-			-			-			-			(1,473	)
Loss on Exchange		-			(52	)		-			(161	)		(254	)
Total Other Expenses		-			(52	)		-			(161	)		(1,727	)
Loss from Operations Before Provision for Income Taxes		(7,861	)		(16,907	)		(33,688	)		(20,852	)		(124,142	)
Provision for Income Taxes		-			-			-			-			-
Net Loss	$	(7,861	)	$	(16,907	)	$	(33,688	)	$	(20,852	)	$	(124,142	)
Net Loss Per Share - Basic and Diluted	$	-		$	-		$	-		$	-
Weighted average number of shares outstanding during the period - Basic and Diluted		10,000,000			10,000,000			10,000,000			9,487,179

See accompanying notes to condensed unaudited financial statements

2

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Statement of Changes in Stockholders' Equity/(Deficiency)

For the Period From October 29, 2007 (Inception) to July 31, 2011

(Unaudited)

	Common stock						Accumulated
	$.001 Par Value				Additional		Deficit during			Total
					Paid-in		exploration			Stockholders' Equity
	Shares		Amount		Capital		stage			(Deficiency)
Balance October 29, 2007 (Inception)		-	$	-	$	-	$	-		$	-
In kind contribution of services		-		-		1,340		-			1,340
Net loss for the period October 29, 2007 (Inception ) to October 31, 2007		-		-		-		(1,340	)		(1,340	)
Balance October 31, 2007		-		-		1,340		(1,340	)		-
Common stock issued to founder ($0.001/Sh)		6,000,000		6,000		-		-			6,000
In kind contribution of services		-		-		6,240		-			6,240
Net loss October 31, 2008		-		-		-		(22,879	)		(22,879	)
Balance October 31, 2008		6,000,000		6,000		7,580		(24,219	)		(10,639	)
Common stock issued for cash  ($0.015/Sh)		3,000,000		3,000		42,000		-			45,000
In kind contribution of services		-		-		6,240		-			6,240
In kind contribution of interest		-		-		977		-			977
Net loss October 31, 2009		-		-		-		(24,694	)		(24,694	)
Balance October 31, 2009		9,000,000		9,000		56,797		(48,913	)		16,884
Common stock issued for cash  ($0.015/Sh)		1,000,000		1,000		14,000		-			12,000
Collection of subscription receivable		-		-		-		-			3,000
In kind contribution of services		-		-		6,240		-			6,240
Net loss October 31, 2010		-		-		-		(41,541	)		(41,541	)
Balance October 31, 2010		10,000,000		10,000		77,037		(90,454	)		(3,417	)
In kind contribution of services		-		-		4,680		-			4,680
Net loss for the nine months ended July 31, 2011		-		-		-		(33,688	)		(33,688	)
Balance July 31, 2011		10,000,000	$	10,000	$	81,717	$	(124,142	)	$	(32,425	)

See accompanying notes to condensed unaudited financial statements

3

Rockford Minerals, Inc.

(An Exploration Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

	For the Nine Months Ended July 31,						For the Period From
	2011			2010			October 29, 2007 (Inception) to July 31, 2011
Cash Flows From Operating Activities:
Net Loss	$	(33,688	)	$	(20,852	)	$	(124,142	)
Adjustment to reconcile net loss to net cash used in operations
In kind contribution of services		4,680			4,680			24,740
In-kind contribution of interest		-			-			977
Changes in operating assets and liabilities:
Increase (Decrease) in accounts payable		1,042			5,960			21,596
Net Cash Used In Operating Activities		(27,966	)		(10,212	)		(76,829	)
Cash Flows From Financing Activities:
Proceeds from notes payable - shareholder		11,109			-			36,112
Repayment of notes payable - shareholder		-			-			(25,003	)
Proceeds from shareholder loans		1,692			-			1,692
Repayment of shareholder loans		(1,692	)		-			(1,692	)
Proceeds from issuance of common stock		-			15,000			66,000
Net Cash Provided by Financing Activities		11,109			15,000			77,109
Net Increase (Decrease) in Cash		(16,857	)		4,788			280
Cash at Beginning of Period		17,137			19,751			-
Cash at End of Period	$	280		$	24,539		$	280
Supplemental disclosure of cash flow information:
Cash paid for interest	$	-		$	-		$	497
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to condensed unaudited financial statements

4

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information.  Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

It is management's opinion, however that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statements presentation.  The results for the interim period are not necessarily indicative of the results to be expected for the year.

Rockford Minerals, Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on October 29, 2007. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. Activities during the exploration stage include developing the business plan and raising capital.

(B) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reporting period.  Actual results could differ from those estimates.

(C) Cash and Cash Equivalents

For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.

Cash includes deposits at foreign financial institutions which are not covered by FDIC.  As of July 31, 2011 and October 31, 2010, the Company held $280 and $17,137, respectively, of US funds in a Canadian bank.

5

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

(D) Property and Equipment, Mining Properties (Exploration Costs)

 Costs of acquiring mining properties and any exploration costs are capitalized as incurred, in accordance with FASB Accounting Standards Codification No. 930, Extractive Activities – Mining, when proven and probable reserves exist and the property is a commercially mineable property. Mine exploration costs incurred either to develop new gold, silver, lead and copper deposits, expand the capacity of operating mines, or to develop mine areas substantially in advance of current production are capitalized. Costs incurred to maintain current production or 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 mining 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 the 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 capitalizes costs for mining properties by individual property and defers such costs for later amortization only if the prospects for economic productions are reasonably certain.

Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain.

(E) Loss Per Share

Basic income per common share is computed based upon the weighted average common shares outstanding as defined by FASB Accounting Standards Codification No. 260, Earnings Per Share.  As of July 31, 2011 and 2010, there were no common share equivalents outstanding.

(F) Income Taxes

The Company accounts for income taxes under the FASB Accounting Standards Codification No. 740, Income Taxes.  Under FASB Accounting Standards Codification No. 740, 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 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.  Under FASB Accounting Standards Codification No. 740, 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.

6

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

(H) Fair Value of Financial Instruments

The carrying amounts of the Company’s financial instruments including accounts payable and notes payable- shareholder approximate fair value due to the relatively short period to maturity for these investments.

(I) Reclassifications

Certain amounts from prior periods have been reclassified to conform to the current period presentation.  These reclassifications had no impact on the Company’s net loss or cash flows.

NOTE 2 GOING CONCERN

As reflected in the accompanying unaudited condensed financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $124,142 since inception and has used cash from operations of $76,829 from inception.  In addition, there is a working capital deficiency and stockholders’ deficiency of $32,425 as of July 31, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Management believes that actions presently being taken to obtain additional funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

NOTE 3 NOTES PAYABLE - SHAREHOLDER

For the nine months ended July 31, 2011, a shareholder paid $11,109 of expenses on behalf of the Company.  Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 6).

For the year ended October 31, 2009, a shareholder loaned $6,500 to the Company.  This loan is non interest bearing, not collateralized, and due on demand (See Note 6).

7

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

For the year ended October 31, 2008, a shareholder loaned $18,503 to the Company.  This loan is non interest bearing, not collateralized, and due on demand (See Note 6).

For the year ended October 31, 2009, a shareholder was repaid $25,500 by the Company which included $497 of interest (See Note 6).

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 6).

NOTE 4 SHAREHOLDER LOANS

For the nine months ended July 31, 2011, a shareholder paid $1,692 of expenses on behalf of the Company and was repaid in full (See Note 6).

NOTE 5 STOCKHOLDERS’ EQUITY/(DEFICIENCY)

Increase in Authorized Shares

On August 24, 2010, the Company increased the authorized shares of common stock from 10,000,000 to 100,000,000 shares.

Common Stock Issued for Cash

For the year ended October 31, 2010, the Company issued 1,000,000 shares of common stock for cash of $15,000 ($0.015 per share).

For the year ended October 31, 2009, the Company issued 3,000,000 shares of common stock for cash of $45,000 ($0.015 per share).

For the year ended October 31, 2008, the Company issued 6,000,000 shares of common stock for cash of $6,000 ($0.001 per share) to its founders.

In kind contribution of services

For the nine months ended July 31, 2011, two shareholders of the Company contributed services having a fair value of $4,680 (See Note 6).

For the year ended October 31, 2010, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 6).

For the year ended October 31, 2009, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 6).

8

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

For the year ended October 31, 2008, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 6).

For the period from October 29, 2007 (inception) through October 31, 2007, the shareholder of the Company contributed service having a fair value of $1,340 (See Note 6).

NOTE 6 RELATED PARTY TRANSACTIONS

For the year ended October 31, 2008, a shareholder loaned $18,503 to the Company.  This loan is non interest bearing, not collateralized, and due on demand (See Note 3).

For the year ended October 31, 2009, a shareholder loaned $6,500 to the Company.  This loan is non interest bearing, not collateralized, and due on demand (See Note 3).

For the year ended October 31, 2009, a shareholder was repaid $25,500 by the Company, which included $497 on interest (See Note 3).

For the nine months ended July 31, 2011, a shareholder paid $11,109 of expenses on behalf of the Company.  Pursuant to the terms of the note agreements, the amount is non-interest bearing, unsecured and due on demand (See Note 3).

For the nine months ended July 31, 2011, a shareholder paid $1,692 of expenses on behalf of the Company and was repaid in full (See Note 4).

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to shareholder loans payable as an in-kind contribution (See Note 3).

For the nine months ended July 31, 2011, two shareholders of the Company contributed services having a fair value of $4,680 (See Note 5).

For the year ended October 31, 2010, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2009, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 5).

For the year ended October 31, 2008, two shareholders of the Company contributed services having a fair value of $6,240 (See Note 5).

For the period from October 29, 2007 (inception) through October 31, 2007, the shareholders of the Company contributed service having a fair value of $1,340 (See Note 5).

9

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

AS OF JULY 31, 2011

(UNAUDITED)

NOTE 7 SUBSEQUENT EVENT

Subsequent to July 31, 2011, a shareholder loaned an additional $24,179 to the Company to pay Company expenses.  These loans are non-interest bearing, not collateralized and due on demand.

10

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

Caution Regarding Forward-Looking Statements

The following information may contain certain forward-looking statements that are not historical facts. These statements represent our expectations or beliefs, including but not limited to, statements concerning future acquisitions, future operating results, statements concerning industry performance, capital expenditures, financings, as well as assumptions related to the foregoing. Forward-looking statements may be identified by the use of forward-looking terminology such as “may,” “shall,” “will,” “could,” “expect,” “estimate,” “anticipate,” “predict,” “should,” “continue” or similar terms, variations of those terms or the negative of those terms. Forward-looking statements are based on current expectations and involve various risks and uncertainties that could cause actual results and outcomes for future periods to differ materially from any forward-looking statement or view expressed herein. Our financial performance and the forward-looking statements contained in this report are further qualified by other risks including those set forth from time to time in documents filed by us with the U.S. Securities and Exchange Commission (“SEC”).

11

The following information has not been audited.  You should read this information in conjunction with the unaudited financial statements and related notes to the financial statements of Rockford Minerals Inc. (the “Company”) included in this report.

Plan of Operations

Overview

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 gold.

We do not anticipate going into production ourselves but instead 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 such as the Company. 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. By optioning or selling a deposit found by us to these major mining companies, it 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 no assurance that the properties we have contain commercially exploitable reserves.  Exploration for natural resource reserves is a speculative venture involving substantial risks. 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 very limited. Therefore, we anticipate participating in the natural resource industry through the purchase or option of early stage properties.   To date, we own one mining property which is located in southwest Nevada.

Rockford Lode Claim

The Company owns the Rockford Lode Claim which was filed in Clark County, Nevada recorder’s office in Las Vegas on June 19, 2008, as Instrument 20080619- 0000221, File 081, Page 0074, in the official records book, T20080120393.

The Rockford Lode Claim is located within Township 27S, Range 60E, Section 31, and adjoining Township 28S, Range 60E, Section 6, in the Sunset Mining District of Clark County, Nevada, and is a Lode claim, unpatented mining claim.

12

Access from Las Vegas, Nevada to the Rockford Lode Claim is southeastward to Boulder City, then southward via Highway 95 to Searchlight, then westward via Highway 164 to Crescent from where a sub-standard road is taken northward to the Rockford Lode Claim. The entire distance from Las Vegas to the Rockford Lode Claim is approximately 84 miles.

The Sunset Mining District was established in 1867 within an area comprised of a group of hills (the Lucy Grey Range) of relatively low relief about 16 miles south of Jean, Nevada in the extreme southern part of Township 27S, Range 60E. The Sunset Mining District is south of the Goodsprings Mining District, which ranks second only to Tonopah in total lead and zinc production in the State of Nevada. The Lucy Grey mine began operations in 1905. Total production from the Lucy Grey mine is estimated (Vanderburg, 1937, p.80) at $50,000, principally in gold with lesser amounts of silver, lead, and copper.

There is no recorded production from the ground covered by the Rockford Lode Claim; however, inclusive prospect pits indicate the existence of mineralized zones.

Results of Operations for the Three Months ended July 31, 2011 compared to the Three Months ended July 31, 2010

 Mining Development Rights.  During the three month period ended July 31, 2011, the Company did not incur any costs to develop its mineral rights.

Professional Fees.  During the three months period ended July 31, 2011, the Company incurred $5,570 in professional fees compared to $15,246 for the three month period ended July 31, 2010, a decrease of 63%.  Professional fees were paid primarily to the attorneys and accountants of the Company for legal compliance and SEC public company registration and reporting requirements.

General and Administrative Expenses.  During the three month period ended July 31, 2011, the Company incurred $2,291 of general and administrative expenses compared to $1,609 during the three month period ended July 31, 2010, an increase of 42% in general administrative expenses.  The general and administrative costs were comprised of administrative expenses.

Net Loss.  During the three month period ended July 31, 2011, the Company incurred a net loss of $7,861 compared to a net loss of $16,907 during the three month period ended July 31, 2010, a decrease in net loss of 54%.

Revenues.  We have not earned any revenues since our incorporation on October 29, 2007, through July 31, 2011.  We do not anticipate producing revenues unless we enter into commercial production on our Rockford Lode mining claim, which is doubtful.  We can provide no assurance that we will discover economic mineralization on the Rockford Lode claim, or if such minerals are discovered, that we will enter into commercial production.

13

Nine Months Ended July 31, 2011, compared to the Nine Months Ended July 31, 2010

Mining Development Rights. During the nine months periods ended July 31, 2011 and 2010, the Company did not incur any costs to develop its mineral rights.

Professional Fees.  During the nine months ended July 31, 2011, the Company incurred $26,940 in professional fees compared to $15,441 for the nine month period ended July 31, 2010, a decrease of 74%.  Professional fees were paid primarily to the attorneys and accountants of the Company for legal compliance and SEC reporting requirements.

General and Administrative Expenses. During the nine month period ended July 31, 2011, the Company incurred $6,748 of general and administrative expenses compared to $5,250 during the nine month period ended July 31, 2010, an increase of 29% in general administrative expenses. The general and administrative costs were comprised of administrative expenses.

Net Loss.  During the nine month period ended July 31, 2011, the Company incurred a net loss of $33,688 compared to a net loss of $20,852 during the nine month period ended July 31, 2010, an increase in net loss of 62%.

Revenues.  We have not earned any revenues since our incorporation on October 29, 2007, through July 31, 2011.  We do not anticipate producing revenues unless we enter into commercial production on our Rockford Lode mining claim, which is doubtful.  We can provide no assurance that we will discover economic mineralization on the Rockford Lode claim, or if such minerals are discovered, that we will enter into commercial production.

Liquidity and Capital Resources

Since inception, we have financed our cash requirements from cash generated from the sale of common stock and advances from related parties.

Since inception through to and including July 31, 2011, we have raised $66,000 through private placements of our common stock.

The Company believes that the amount of the current cash position will be insufficient for the next 12 months, and that it will be necessary to increase its cash position and capitalization. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue the plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.

As reflected in the accompanying unaudited condensed financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $124,142 since inception and has used cash from operations of $76,829 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $32,425 as of July 31, 2011. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital and implement its business plan.

Off-Balance Sheet Arrangements

We do not maintain any off-balance sheet transactions, arrangements, or obligations that are reasonably likely to have a material effect on our financial condition, results of operations, liquidity, or capital resources.  

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental  information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements. Our significant accounting policies are summarized in Note 1 of our financial statements. While all these significant accounting policies impact our financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect in our condensed results of operations, financial position or liquidity for the periods presented in this report.

14

Item 3.                  Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting Company as defined by Rule 12b-2 under the Securities Exchange Act of 1934, and are not required to provide the information required under this item.

Item 4.                  Controls and Procedures

Disclosure Controls and Procedures

Our management, which includes our President and our Chief Financial Officer who serves as our principal financial officer, have conducted an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-14(c) promulgated under the Securities and Exchange Act of 1934, as amended) as of a date (the “Evaluation Date”) as of the end of the period covered by this report.  Our management does not expect that our disclosure controls and procedures will prevent all errors and all fraud.  A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs.  Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake.  The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on their evaluation as of the end of the period covered by this report, our President and our Chief Financial Officer who also serves as our principal financial officer have concluded that our disclosure controls and procedures were effective such that the information relating to our company, required to be disclosed in our Securities and Exchange Commission reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and (ii) is accumulated and communicated to our management, including our President and our Chief Financial Officer who serves as our Principal Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting in our last quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

15

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 1A. RISK FACTORS

N/A

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

31.1 Certification of Stephen Dewingaerde – Director and President of the Company

31.2 Certification of Gregory J. Neely - Director, Secretary, Treasurer, chief financial officer and principal accounting officer of the Company

32.1 Certification of Stephen Dewingaerde and Gregory J. Neely

16

SIGNATURES

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

September 15, 2011

ROCKFORD MINERALS INC.
By:	/s/ Stephen Dewingaerde
	Stephen Dewingaerde, Director and President

By:	/s/ Gregory J. Neely
	Gregory J. Neely, Director, Secretary, Treasurer,
	chief financial officer and principal accounting
	officer

17

INDEX TO EXHIBITS

Exhibit

No.	Description
31.1	Certification of Stephen Dewingaerde
31.2	Certification of Gregory J. Neely
32.1	Certification of Stephen Dewingaerde and Gregory J. Neely

18

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Stephen Dewingaerde, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rockford Minerals 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in 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 quarterly 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;

(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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of 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 controls over financial reporting.

September 15, 2011

By:	/s/ Stephen Dewingearde
	Stephen Dewingaerde,
	Director and President

EX-31.2

EXHIBIT 31.2

CERTIFICATION

I, Gregory J. Neely, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Rockford Minerals 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 quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in 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 quarterly 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;

(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 officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of 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 controls over financial reporting.

September 15, 2011

By:	/s/ Gregory J. Neely
	Gregory J. Neely,
	Director, Secretary, Treasurer, chief financial officer and principal accounting officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Rockford Minerals Inc. (the “Company”) for the quarter ended July 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the Report), the undersigned Director and President and the principal accounting and financial officer of the Company each hereby certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 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 respects the financial condition and results of operations of the Company.

September  15, 2011

/s/Stephen Dewingaerde

Stephen Dewingaerde, Director and President

/s/Gregory J. Neely

Gregory J. Neely, Director, Secretary, Treasurer, chief financial officer and principal accounting officer