NOTOX TECHNOLOGIES CORP. - Quarter Report: 2013 April (Form 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

or

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)

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.

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: 12,264,146 shares of common stock at June 19, 2013.

ROCKFORD MINERALS INC.

INDEX

Item 1. Financial Statements

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

See accompanying notes to condensed unaudited financial statements

See accompanying notes to condensed unaudited financial statements

See accompanying notes to condensed unaudited financial statements

See accompanying notes to condensed unaudited financial statements

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

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.

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.

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 April 30, 2013 and October 31, 2012, the Company held $447 and $1,447, respectively, of US funds in a Canadian bank.

In accordance with FASB Accounting Standards Codification No. 930, Extractive Activities – Mining, costs of acquiring mining properties are capitalized when proven and probable reserves exist and the property is a commercially mineable property. If the criteria are not met for capitalization, the costs of acquiring mining properties are expensed as incurred. Mining exploration costs are also expensed as incurred. When it has been determined that a mineral property can be commercially developed, mining development costs incurred either to develop new gold, silver, lead or 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.

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

Capitalized costs are expensed in the period when the determination has been made that economic production does not appear reasonably certain. The Company currently does not have any capitalized mining costs and all mining costs have been expensed.

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 April 30, 2013 and 2012, there were no common share equivalents outstanding.

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.

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

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

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

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.

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The amendments in this update are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

In February 2013, FASB issued Accounting Standards Update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

As reflected in the accompanying condensed unaudited financial statements, the Company is in the exploration stage with minimal operations, has a net loss of $259,434 since inception and has used cash from operations of $180,824 from inception. In addition, there is a working capital deficiency and stockholders’ deficiency of $38,214 as of April 30, 2013. 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.

During the six months ended April 30, 2013, the CFO loaned an additional $11,202 to the Company to pay Company expenses and was repaid $203. The note is non-interest bearing, unsecured and due on demand. On April 15, 2013, the principal stockholder, who is also the CEO, converted $18,665 of loans payable, which included all the amounts due to him under previous loan agreements, into 331,800 shares of common stock at $0.05 per share. As of April 30, 2013, the CFO was owed $0 from the Company (See Notes 4 and 6).

For the six months ended April 30, 2013, the company recorded $462 of imputed interest related to Stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).

During the year ended October 31, 2012, the CFO loaned an additional $22,481 to the Company to pay Company expenses. The loan is non-interest bearing, unsecured and due on demand. On September 26, 2012 the principal stockholder converted $49,979, of the note payable owed, into 995,580 shares of common stock at $0.05 per share. As of October 31, 2012 the principal stockholder was owed $7,375 from the Company (See Note 6).

For the year ended October 31, 2012, the Company recorded $3,212 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).

For the year ended October 31, 2011, the CFO paid $34,874 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).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 5 and 6).

For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 5 and 6).

For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 6).

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

For the six months ended April 30, 2013, a Stockholder loaned an additional $3,250 and was repaid $3,250 to the Company to pay Company expenses. These loans are non-interest bearing, unsecured and due on demand. On April 15, 2013, the principal stockholder converted $18,665, which included the Stockholder loan of $291 and remaining note payable balance outstanding into 331,800 shares of common stock at $0.05 per share. As of April 30, 2013, the principal stockholder was owed $0 from the Company (See Notes 3 and 6).

During the year ended October 31, 2012, the CFO paid an additional $6,111 of expenses on behalf of the company and was reimbursed $9,062. The loans are non-interest bearing, unsecured and due on demand (See Note 6).

For the year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 6). Pursuant to the terms of the loans, the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.

Increase in Authorized Shares

On April 17, 2013, the Company increased the authorized shares of common stock from 100,000,000 to 300,000,000 shares.

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

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

Common Stock Issued for Cash

On March 8, 2013, the Company issued 39,800 shares of common stock for cash of $1,990 ($0.05 per share).

On February 15, 2013, the Company issued 60,000 shares of common stock for cash of $3,000 ($0.05 per share).

On December 20, 2012, the Company issued 99,800 shares of common stock for cash of $4,990 ($0.05 per share).

On November 8, 2012, the Company issued 99,800 shares of common stock for cash of $4,990 ($0.05 per share).

On August 28, 2012, the Company issued 39,800 shares of common stock for $1,990 ($0.05 per share). 

On May 14, 2012 the Company issued 199,800 shares of common stock for cash of $9,990 ($0.05 per share).

On June 19, 2012 the Company issued 99,800 shares of common stock for cash of $4,990 ($0.05 per share).

On December 11, 2011, the Company issued 293,766 shares of common stock for cash of $14,688 ($0.05 per share).

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.

(D) Subscription Receivable

During the year ended October 31, 2012, the Company sold an aggregate of 200 shares of common stock in exchange for subscriptions receivable totaling $10 ($0.05/share).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

In kind contribution of services and interest

For the six months ended April 30, 2013, the officer of the Company contributed services having a fair value of $2,600 (See Note 6).

For the six months ended April 30, 2013, the Company recorded $462 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 3 and 6).

For the year ended October 31, 2012, the officers of the Company contributed services having a fair value of $5,520 (See Note 6).

For the year ended October 31, 2012, the Company recorded $3,212 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 3 and 6).

For the year ended October 31, 2011, the officers of the Company contributed services having a fair value of $6,240(See Note 6).

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 3 and 6).

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

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

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

For the year ended October 31, 2008, the officers 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 CEO and CFO of the Company contributed service having a fair value of $1,340 (See Note 6).

During the six months ended April 30, 2013, the CFO loaned an additional $11,202 in loan payable and $3,250 in a note payable to the Company to pay Company expenses and was repaid $3,453. The loan is non-interest bearing, unsecured and due on demand. On April 15, 2013 the principal stockholder, who is also the CFO, converted $18,665 of loans payable, which included all the amounts due to him under previous loan agreements, into 331,800 shares of common stock at $0.05 per share. As of April 30, 2013, the CFO was owed $0 from the Company (See Notes 3, 4 and 6).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

For the six months ended April 30, 2013, the Company recorded $462 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 3 and 5).

For the six months ended April 30, 2013 the officer of the Company contributed services having a fair value of $2,600 (See Note 5).

During the year ended October 31, 2012, the CFO loaned an additional $22,481 to the Company to pay Company expenses. The loan is non-interest bearing, unsecured and due on demand. On September 26, 2012 the principal stockholder converted $49,979, of the note payable owed into 995,580 shares of common stock at $0.05 per share. As of October 31, 2012 the principal stockholder was owed $7,375 from the Company (See Note 3).

For the year ended October 31, 2012, the Company recorded $3,212 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 3 and 5).

For the year ended October 31, 2012, the CFO of the Company contributed services having a fair value of $5,720 (See Note 5).

During the year ended October 31, 2012, the CFO paid an additional $6,111 of expenses on behalf of the company and was reimbursed $9,062. The loans are non-interest bearing, unsecured and due on demand (See Note 4).

For the year ended October 31, 2011, the CFO paid $34,874 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 year ended October 31, 2011, the CFO paid $4,934 of expenses on behalf of the Company and was repaid $1,692 (See Note 4). Pursuant to the terms of the loans the remaining balance of $3,242 is non interest bearing, unsecured and due on demand.

For the year ended October 31, 2011, the Company recorded $677 of imputed interest related to stockholder loans and notes payable as an in-kind contribution (See Notes 3 and 5).

For the year ended October 31, 2011, the CEO and CFO of the Company contributed services having a fair value of $6,240 (See Note 5).

ROCKFORD MINERALS, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

APRIL 30, 2013

(UNAUDITED)

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

For the year ended October 31, 2009, the CEO loaned $6,500 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 3).

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

For the year ended October 31, 2009, the Company recorded $977 of imputed interest related to stockholder loans payable as an in-kind contribution (See Notes 3 and5).

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

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

For the year ended October 31, 2008, the CEO loaned $18,503 to the Company. This loan is non interest bearing, unsecured, and due on demand (See Note 3).

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

The Company has entered discussions to complete a reverse merger with Tropic Spa, Inc.  No formal agreement has been reached and there is no guarantee this transaction will take place.  In connection with this potential transaction and subsequent to April 30, 2013, the CEO  of Tropic Spa, Inc. has loaned the Company a total of $23,912 through the issuance of two separate loans in the amounts of $12,000 and $11,912, respectively.  The loans are non-interest bearing and due on demand.

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

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”).

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.

Proposed Acquisition and Change of Control

The Company and certain stockholders of the Company are in advanced discussions with our company and its stockholders involving a stock exchange agreement and related agreements through which the Company will acquire 100% of an operating company engaged in the tanning and spa business. No agreements have been finalized but are expected to be finalized in the near future. In the event the agreements are finalized, there will be a change in control of the ownership of the Company and there will be a change in Board of Directors and officers of the Company.

 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.

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 April 30, 2013, compared to the three months ended April 30, 2012.

Mining Development Rights. During the three month periods ended April 30, 2013 and 2012, the Company did not incur any costs to develop its mineral rights.

Professional Fees. During the three month period ended April 30, 2013, the Company incurred $12,390 in professional fees compared to $12,880 for the three month period ended April 30, 2012, a decrease of 4%. Professional fees were paid primarily to the attorneys and accountants of the Company for legal compliance and SEC public company reporting requirements.

General and Administrative Expenses. During the three month period ended April 30, 2013, the Company incurred $3,124 of general and administrative expenses compared to $4,975 during the three month period ended April 30, 2012, a decrease of 37% in general administrative expenses. The general and administrative costs were comprised of administrative expenses including filing fees and including contributions of services.

Net Loss. During the three month period ended April 30, 2013, the Company incurred a net loss of $15,824 compared to a net loss of $18,581 during the three month period ended April 30, 2012, a decrease in net loss of 15%, primarily because the Company has had no revenues from operations from its development stage mining operations.

Revenues. We have not earned any revenues since our incorporation on October 29, 2007, through April 30, 2013. 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.

Results of operations for the six months ended April 30, 2013, compared to the six months ended April 30, 2012.

Mining Development Rights. During the six month periods ended April 30, 2013 and 2012, the Company did not incur any costs to develop its mineral rights.

Professional Fees. During the six month period ended April 30, 2013, the Company incurred $26,556 in professional fees compared to $27,526 for the six month period ended April 30, 2012, a decrease of 4%. Professional fees were paid primarily to the attorneys and accountants of the Company for legal compliance and SEC public company reporting requirements.

General and Administrative Expenses. During the six month period ended April 30, 2013, the Company incurred $11,121 of general and administrative expenses compared to $11,098 during the six month period ended April 30, 2012, an increase of .02% in general administrative expenses. The general and administrative costs were comprised of administrative expenses including filing fees and including contributions of services.

Net Loss. During the six month period ended April 30, 2013, the Company incurred a net loss of $38,139 compared to a net loss of $39,952 during the six month period ended April 30, 2012, a decrease in net loss of 5%, primarily because the Company has had no revenues from operations from its development stage mining operations.

Revenues. We have not earned any revenues since our incorporation on October 29, 2007, through April 30, 2013. 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

Our cash balance was $447 at April 30, 2013. We will need additional capital to continue operations for the next twelve months. We intend to rely upon the issuance of common stock, loans from shareholders and, shareholder notes payable to fund administrative expenses and continued operations. However,  no shareholder is under any obligation to provide such funding.

Net Cash Used in Operating Activities . For the six months ended April 30, 2013 compared to the prior years, net cash used in operating activities increased to $26,969 from $22,683.   From October 29, 2007 (inception) to April 30, 2013, net cash of $180,824 was used for operating activities. This increase arose from an increase in the number of shares of Common Stock sold in private placements by the Company.

Net Cash Provided By Financing Activities . For the six months ended April 30, 2013 compared to the prior year, cash flows from financing activities decreased from $25,969 to $21,338.   October 29, 2007 (inception) to April 30, 2013, net cash of $181,271 was generated from financing activities. These funds were provided by shareholder loans and notes payable for use by the Company to fund general and administrative expenses. These amounts are recorded as shareholder loans payable and notes payable.

Going Concern

The Company is in the exploration stage with limited operations, and has a net loss since inception to April 30, 2013 of $259,434. The Company has a negative working capital and stockholders’ deficiency of $38,214 at April 30, 2013. This raises substantial doubt about the Company’s 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 through stockholder loans and implement its business plan.

Critical Accounting Policies

Exploration Stage

The Company's financial statements are presented as those of an exploration stage enterprise. Activities during the exploration stage primarily include equity based financing and further implementation of the business plan.

Risks and Uncertainties

The Company intends to operate in an industry that is subject to rapid change. The Company's operations will be subject to significant risk and uncertainties including financial, operational, technological, regulatory and other risks associated with a exploration stage company, including the potential risk of business failure.

Use of Estimates

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 as 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.

Cash

The Company had $447 of cash at April 30, 2013.

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.

Recent Accounting Pronouncements

In February 2013, FASB issued Accounting Standards Update 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date (a consensus of the FASB Emerging Issues Task Force). This guidance requires an entity to measure obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this guidance is fixed at the reporting date. This stipulates that (1) it will include the amount the entity agreed to pay for the arrangement between them and the other entities that are also obligated to the liability and (2) any additional amount the entity expects to pay on behalf of the other entities. The objective of this update is to provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements. The amendments in this update are effective for fiscal periods (and interim reporting periods within those years) beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

In February 2013, FASB issued Accounting Standards Update 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income. This update requires an entity to provide information about the amount reclassified out of accumulated other comprehensive income by component. The entity is also required to disclose significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting periods. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other discourses required under U.S. GAAP that provide additional detail about those amounts. The objective in this Update is to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments in this update should be applied prospectively for reporting periods beginning after December 15, 2013. This standard is not expected to have a material impact on the Company’s reported results of operations or financial position.

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

Evaluation of Disclosure Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934, as amended (the ‟Exchange Act”)) 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 error and all fraud.  In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  

Based on the evaluation as of April 30, 2013, for the reasons set forth below, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30,2013, the Company determined that there were control deficiencies that constituted the following material weakness:

Changes in Internal Control over Financial Reporting

The following changes in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) under the Exchange Act) occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The Company has limited resources and exhausted the majority of its available cash.  Additionally, the CEO discontinued funding the Company during the quarter and in the subsequent period prior to filing this Form 10-Q, which resulted in the need to seek outside funding.  As a result of these facts, the Company’s oversight function has been reduced and resulted in the internal control weaknesses outlined above.

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

On November 8, 2012, the Company sold 99,800 shares of common stock for cash of $4,990 ($0.05 per share) in reliance upon Section 4(2) under the Securities Act of 1933.

On December 20, 2012, the Company sold 99,800 shares of common stock for cash of $4,990 ($0.05 per share) in reliance upon Section 4(2) under the Securities Act of 1933.

On February 25, 2013, the Company sold 60,000 shares of common stock for cash of $3,000 ($0.05 per share) in reliance upon Section 4(2) under the Securities Act of 1933.

The Company sold 39,800 shares of restricted common stock at $.05 per share for $1,990 in reliance upon Section 4(2) under the Securities Act of 1933 effective March 8, 2013.

On April 15, 2013, the Company sold 331,800 shares of its restricted common stock to Gregory J. Neely, our current President, in exchange for the cancellation of $18,665 in debt owed to him in reliance upon Regulation S under the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY PROCEDURES

The Company has not and currently is not conducting any active mining operations on its Rockford Lode Claim in Clark County, Nevada, or at any other locations, and therefore has no mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act or Item 104 of Regulation S-K (17 CFR 229.104). Therefore, no Exhibit 95 is contained in this Form 10-Q quarterly report.

ITEM 5. OTHER INFORMATION

The Company held a special meeting of its stockholders by written consent and the stockholders approved an amendment of the Articles of Incorporation to increase the authorized number of shares of the common stock of the Company from 100,000,000 to 300,000,000 shares of the common stock of the Company. The Amendment to the Certificate of Incorporation of the Company was filed on April 17, 2013, with the Nevada Secretary of State.

ITEM 6. EXHIBITS

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.

June 20, 2013

INDEX TO EXHIBITS

Exhibit