Zoned Properties, Inc. - Quarter Report: 2008 September (Form 10-Q)

vanguard10q093008.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2008

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

For the transition period __________ to __________

Commission File Number 333-112830

VANGUARD MINERALS COPORATION

(formerly Knewtrino, Inc.)

(Exact name of small Business Issuer as specified in its charter)

NEVADA	Nil
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

601 UNION STREET TWO UNION SQUARE 42ND FLOOR SEATTLE, WA	98101
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number, including area code:	604-351-1694

Knewtrino, Inc.

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

Check whether the issuer (1) 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 issuer 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ] Accelerated Filer [ ]

Non Accelerated Filer [ ] (Do not check if 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. [ ] Yes [ X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 80,549,666 common shares, par value of $0.001 per share, outstanding as of October 31, 2008.

TABLE OF CONTENTS

		Page


PART I - FINANCIAL INFORMATION

Item 1:	Financial Statements	3

Item 2:	Plan of Operation	13

Item 3:	Quantitative and Qualitative Disclosures about Market Risk	17

Item 3:	Controls and Procedures	18

PART II - OTHER INFORMATION

Item 1:	Legal Proceedings	20

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3:	Defaults Upon Senior Securities	20

Item 4:	Submission of Matters to a Vote of Security Holders	20

Item 5:	Other Information	20

Item 6:	Exhibits	20

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended September 30, 2008 are not necessarily indicative of the results that can be expected for the year ending December 31, 2008.

The following interim unaudited financial statements of Vanguard Minerals Corporation (the “Company”) for the three-month period ended September 30, 2008 are included with this Quarterly Report on Form 10-Q:

(a)

Interim balance sheets as of September 30, 2008 and December 31, 2007;

(b)

Interim statements of operations for the three months and nine months ended September 30, 2008 and 2007 and for the period from August 25, 2003 (inception) to September 30, 2008 (cumulative);

(c)

Interim statements of cash flows for the nine months ended September 30, 2008 and 2007 and for the period from August 25, 2003 (inception) to September 30, 2008 (cumulative);

(d)

Interim statements of stockholders’ equity (deficiency) for the period from August 25, 2003 (inception) to September 30, 2008 (cumulative); and

(e)

Notes to the financial statements.

VANGUARD MINERALS CORPORATION

(A Exploration Stage Company)

INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Stated in US Dollars)

(Unaudited)

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(A Exploration Stage Company)

INTERIM BALANCE SHEETS

September 30, 2008 and December 31, 2007

(Stated in US Dollars)

(Unaudited)

ASSETS	September 30 2008			December 31 2007
				(audited)
Current
Cash	$	6,834		$	11,877
Prepaid expenses		12,026			7,293

Total Current Assets		18,860			19,170

Capital – Note 4		10,672			16,213

Total Assets	$	29,532		$	35,383

LIABILITIES
Current
Accounts payable and accrued liabilities	$	170,658		$	34,580

Total Liabilities		170,658			34,580

STOCKHOLDERS’ DEFICIENCY
Capital stock
Authorized:
500,000,000 common shares with par value of $0.001
Issued:
80,549,666 common shares (2007: 76,216,233)		80,549			76,216
Additional paid-in capital		2,454,263			1,388,596
Warrants		234,360			234,360
Subscription proceeds		2,544,400			1,000,000
Deficit accumulated during the Exploration Stage		(5,454,698	)		(2,698,369	)

Total Stockholders' Deficiency		(141,126	)		803

Total Liabilities and Stockholders' Deficiency	$	29,532		$	35,383

SEE ACCOMPANYING NOTES

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

for the three months and nine months ended September 30, 2008 and 2007

for the period August 25, 2003 (Date of Incorporation) to September 30, 2008

(Stated in US Dollars)

(Unaudited)

	Three months ended September 30			Three months ended September 30			Nine months ended September30			Nine months ended September 30			August 25, 2003 (Date of Incor- poration) to September 30,
	2008			2007			2008			2007			2008
Expenses
General and administrative - Note 6	$	15,425		$	93,571		$	115,034		$	250,844		$	1,046,661
Exploration		-			-			2,635,754			-			3,693,339
Depreciation		1,847			2,277			5,541			6,009			14,119

Total operating expenses		17,272			95,848			2,756,329			256,853			4,754,119

Other income ( expense)
Loss on disposal of capital asset		-			-			-			-			(1,310	)
Fair value of discount on private placement		-			-			-			-			(653,112	)
Impairment in Instant Wirefree technology		-			-			-			(46,200	)		(46,200	)

Total other income ( loss)		-			-			-			(46,200	)		(700,622	)

Other comprehensive income ( loss)
Foreign exchange gain (loss)		( -	)		( -	)		( -	)		( -	)		43

Total other comprehensive income ( loss)		( -	)		( -	)		( -	)		( -	)		43

Net loss for the period	$	(17,272	)	$	(95,848	)	$	(2,756,329	)	$	(303,053	)	$	(5,454,698	)

Basic loss per share	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.03	)

Weighted average number of common shares outstanding		80,549,666			76,020,000			80,105,222			76,020,000

SEE ACCOMPANYING NOTES

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(An Exploration Stage Company)

INTERIM STATEMENTS OF CASH FLOWS

for the periods ended September 30, 2008 and 2007

for the period August 25, 2003 (Date of Incorporation) to September 30, 2008

(Stated in US Dollars)

(Unaudited)

	Nine months Ended September 30			Nine months Ended September 30			August 25, 2003 (Date of Incor- poration) to September 30,
	2008			2007			2008
Operating Activities
Net loss for the period	$	(2,756,329	)	$	(303,053	)	$	( 5,454,698	)
Adjustment for non-cash items:
Depreciation		5,541			6,009			14,119
Capital stock issued for mineral property costs		2,320,000			-			3,352,500
Impairment in Instant Wirefree technology		-			46,200			46,200
Fair value discount on private placement		-			-			653,112
Loss on disposal of furniture and equipment		-			-			1,310
Change in non-cash working capital balances related to Operations
Prepaid expenses		(4,733	)		2,362			(12,026	)
Accounts payable and accrued liabilities		136,078			25,170			170,658

Net cash used in operations		( 299,443	)		(223,312	)		(1,228,825	)

Investing Activities
Acquisition of capital assets		-			(12,573	)		(27,128	)
Proceeds on disposal of furniture and equipment		-			-			1,027
Instant Wirefree technology		-			-			(27,500	)

		-			(12,573	)		(53,601	)

Financing Activities
Capital stock issued		70,000			-			851,600
Subscription proceeds		224,400			-			224,400
Promissory notes		-			-			213,260

Net cash provided by financing activities		294,400			-			1,289,260

Increase (decrease) in cash during the period		(5,043	)		(235,885	)		6,834
Cash, beginning of period		11,877			288,107			-

Cash, end of period	$	6,834		$	52,222		$	6,834

Supplemental disclosure of cash flow information:
Cash paid for:
Interest	$	-		$	-		$	-

Income taxes	$	-		$	-		$	-

Non-cash transactions
Shares issued on acquisition of Instant Wirefree, Inc.	$	-		$	-			18,700
Shares issued to settle debt	$	-		$	-		$	213,260
Share subscriptions issued on acquistion of mineral property	$	2,320,000		$	-		$	3,320,000

SEE ACCOMPANYING NOTES

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(An Exploration Stage Company)

INTERIM STATEMENT OF STOCKHOLDERS’ EQUITY

for the period from August 25, 2003 (Date of Incorporation) to September 30, 2008

(Stated in US Dollars)

	Common Stock				Additional Paid-in							Deficit Accumulated During the Pre-exploration
	Shares		Par Value		Capital		Warrants		Subscriptions			Stage			Total
Common stock issued for cash – at $0.001		2,700,000	$	2,700	$	-	$	-	$	-		$	-		$	2,700
Common stock issued for mineral property costs – at $0.05		650,000		650		31,850							-			32,500
Net loss for the period		-		-		-							(127,977	)		(127,977	)
Balance, December 31, 2003		3,350,000	$	3,350	$	31,850						$	(127,977	)	$	(92,777	)
Net loss for the period		-		-		-							(84,812	)		(84,812	)
Balance, December 31, 2004		3,350,000		3,350		31,850							(212,789	)		(177,589	)
Common stock issued for cash pursuant to a public offering at $.05		6,000,000		6,000		294,000										300,000
Net loss for the period		-		-		-							(85,922	)		(85,922	)
Balance, December 31, 2005		9,350,000	$	9,350	$	325,850						$	(298,711	)	$	36,489
Common stock issued for shares of Instant Wirefree, Inc. at $. 001		18,700,000		18,700		-							-			18,700
Common stock issued for debt at $.004		47,550,000		47,550		165,710							-			213,260
Common stock issued for cash pursuant to a private placement at $ 1.00 per share		420,000		420		209,580		210,000					-			420,000
Fair value discount on private placement						653,112										653,112
Net loss for the period		-		-		-							(1,009,539	)		(1,009,539	)
Balance, December 31, 2006		76,020,000	$	76,020	$	1,354,252						$	(1,308,250	)	$	332,022
Common stock issued for cash pursuant to a private placement at $ 1.00 per share		196,333		196		34,344		24,360								58,900
Subscriptions payable, issued for mineral property at $.50										1,000,000						1,000,000
Net loss for the period		-		-		-							(1,390,119	)		( 1.390.119	)
Balance, December 31, 2007		76,216,333	$	76,216	$	1,388,596	$	234,360	$	1,000,000		$	(2,698,369	)	$	803
Common stock issued for cash pursuant to a private placement at $ .03 per share		2,333,333		2,333		67,667		24,360								70,000
Common stock issued for share subscriptions receivable		2,000,000		2,000		998,000		-		(1,000,000	)
Subscriptions payable, issued for mineral property at $.58										2,320,000						2,320,000
Subscriptions proceeds received										224,400						224,400
Net loss for the period		-		-		-							(2,756,329	)		(2,756,329	)
Balance, September 30, 2008		80,549,666	$	80,549	$	2,454,263	$	234,360	$	2,544,400		$	(5,456,698	)	$	(141,126	)

SEE ACCOMPANYING NOTES

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(An Exploration Stage Company)

NOTES TO THE INTERIM FINANCIAL STATEMENTS

September 30, 2008

(Stated in US Dollars)

(Unaudited)

Note 1 Interim Reporting

The accompanying unaudited interim financial statements have been prepared by Vanguard Minerals Corporation ( the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2007.

The results of operations for the three months ended September 30, 2008 are not indicative of the results that may be expected for the full year.

Note 2 Nature and Continuance of Operations

The Company was incorporated in the State of Nevada, United States of America on August 25, 2003. The Company’s fiscal year end is December 31.

The Company is in the exploration stage. The Company entered into a mineral license option agreement to explore and mine two properties in Mongolia. On April 19, 2006, the Company terminated the option agreements it previously held.

On May 2, 2006, the Company changed its name to Vanguard Minerals Corporation.

On May 24, 2006, the Company entered into an agreement to acquire certain technology owned by Instant Wirefree, Inc. by acquiring 100% of the common shares of Instant Wirefree, Inc. in exchange for cash in the amount of $ 27, 500 and 18,700,000 common shares of the Company.

On August 10, 2007, the Company changed its name to Vanguard Minerals Corporation.

The financial statements have been prepared using generally accepted accounting principles in the United States of America applicable for a going concern which assumes that the Company will realize its assets and discharge its liabilities in the ordinary course of business. At September 30, 2008, the Company has not yet attained profitable operations and has accumulated losses of $5,456,698 since its commencement. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations and/or obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due.

The Company has obtained financing from share subscriptions and by loans from its shareholders; however, there is no guarantee that additional funds from its shareholders will be received in the future. The Company may also solicit loans from other non-affiliated individuals; however, there is no assurance that such loans can be negotiated or that such financing will be available on terms favourable to the Company. The Company may also obtain additional financing by the sale of its common stock; however, the Company is not publicly listed nor is its stock currently quoted or traded but there currently are plans for the sale of common stock. There can be no assurance that such additional funding will be available on acceptable terms, if at all.

Note 3 Significant Accounting Policies

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment. Actual results may vary from these estimates.

The financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

(a) Exploration Stage Company

The Company complies with Financial Accounting Standard Board Statement No. 7 and The Securities and Exchange Commission Act Guide 7 for its characterization of the Company as exploration stage.

(b) Capital Assets

Capital assets are recorded at cost and are being depreciated on a straight line basis at the following annual rates:

Computer equipment 3 years

Furniture and fixtures 5 years

Leasehold improvements 3 years

Costs of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred.

(d) Environmental Costs

Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincide with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.

(e) Income Taxes

The Company uses the asset and liability method of accounting for incomes taxes pursuant to Statement of Financial Accounting Standards (“FAS”), No 109 " Accounting for Income Taxes". Under the assets and liability method of FAS 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and 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.

(f) Basic Loss per Share

The Company reports basic loss per share in accordance with the FAS No. 128, "Earnings per Share". Basic loss per share is computed using the weighted average number of shares outstanding during the period.

(g) Foreign Currency Translation

The Company’s functional currency is United States ( “U.S”) as substantially all of the Company’s operations use this denomination. The Company uses the United States dollar as its reporting currency for consistency with registrants of the Securities and Exchange Commission (“SEC”) and in accordance with the Statement of Financial Accounting (“FAS”) No. 52.

Transactions undertaken in currencies other than the functional currency of the entity are translated using the exchange rate in effect as of the transaction date. Any exchange gains and losses would be included in Other Income (Expenses) on the Statement of Operations.

(h) Comprehensive Income

The Company has adopted SFAS 130 “Reporting Comprehensive Income” which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity. Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income

Note 4 Capital Assets

			Accumulated		Net Book Value
	Cost		Amortization
					September30		December31
					2008		2007

Computer equipment	$	16,043	$	9,548	$	6,495	$	10,507
Furniture and fixtures		6,569		2,937		3,632		4,616
Leasehold improvements		2,180		1,635		545		1,090
	$	24,792	$	14,120	$	10,672	$	16,213

Note 5 Mineral Property Acquistion

During the period, Vanguard entered into an agreement with Coastal Uranium Holdings Ltd. to acquire its 50% interest in mining claim S- 110476 in the Athabasca region, Canada for $ 250,000 ( Cdn) plus 4,000,000 shares of the common stock of Vanguard. In addition, Vanguard agrees to take on the financial responsibility of Coastal Uranium Holdings Ltd. to fund development of the mineral property.

As at September 30, 2008, the shares had not been issued, but an amount of $ 2,320,000 representing the market price of the shares on the date of the agreement, has been recorded as a share subscription payable.

Note 6 Related Party Transactions

The Company was charged the following expenses by shareholders and directors of the Company:

					August 25, 2003
	Nine months ended				(Date of Incorporation)
	September 30				to September 30,
	2008		2007		2008

Consulting fees	$	-	$	-	$	34,305
Interest		-		-		7,500
Office and miscellaneous		-		-		1,000
Salaries and compensation		46,699		36,694		144,123
Mineral property costs		-		-		2,000

	$	46,699	$	36,694	$	188,928

These charges were measured by the exchange amount, which is the amount agreed upon by the transacting parties.

Included in accounts payable and accrued liabilities is $nil (December 31, 2007: $4,551 owed to a shareholder of the Company with respect to unpaid consulting fees.

Note 7

Share Capital

During the period, the Company issued 2,333,333 shares of the common stock of the company pursuant to a private placement for $ 70,000.

During the period, the Company issued 2,000,000 shares of the common stock of the company pursuant to share subscriptions payable.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our markets, capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the ability to continue mining exploration on a timely basis, that we will attract customers, that there will be no material adverse competitive or regulatory change in conditions in our business, that our President will remain employed as such, that our forecasts accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental regulations affecting our business, availability of funds, common share prices, operating costs, capital costs, and other factors. Forward-looking statements are made, without limitation, in relation to marketing plans, operating plans, availability of funds, and ongoing capital and operating costs. 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 below, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

Overview

Vanguard Minerals Corporation, formerly Knewtrino, Inc., (the “Company”) was originally incorporated as Mongolian Explorations Ltd. on August 25, 2003, under the laws of the State of Nevada. We were originally founded to conduct mineral explorations in Mongolia. Although we did exploratory feasibility work on mineral lease development, we abandoned our mineral exploration efforts in April, 2006 due to the deteriorating political and security situation in Mongolia and specifically due to intense protests over North American mining concessions in that country which jeopardize the safety of our consultants as well as undermining our confidence that we will ever be able to see a return on our continued investments to develop the properties. Since that time, we had appointed an interim chief executive officer, Jenifer Osterwalder, who saw us through our transition out of the mineral exploration business and now are under the leadership of a new chief executive officer, Vladimir Fedyunin, and we were in the process of developing a business around cell phone enabled wireless applications. Toward that end, we acquired the intellectual property of wireless technology start-up Instant Wirefree, Inc., a Nevada corporation. Unfortunately, we were not able to make the transition to the ultra-competitive field of cell phone wireless applications. In June, 2007, we made the decision to abandon this line of business and to no longer pursue commercialization of any product in the wireless space. Instead, we have returned to our original, core focus of mining, where the company has its roots, however, we wish to find a more politically stable and less dangerous environment to mine in than Mongolia. In September, 2007, we changed our name to Vanguard Minerals Corporation to reflect our renewed commitment to our traditional core business of mineral exploration. In November 2007, the Company entered into an agreement with Coastal Uranium Holdings Ltd. to acquire its right and option to acquire an undivided 50% right, title and interest in certain mineral claims in the Athabasca region. The option was acquired through payment of $ 57,585 in cash as well as 2,000,000 common shares of the Company.

Results of Operations

Until April 19, 2006, we have been involved primarily in organizational activities related to our original business of mining in Mongolia, including the acquisition of the option to acquire the Altan as well as the Ovorkhangai property mineral licenses, obtaining a geological report on our mineral licenses and initiating the first phase of exploration. After April 19, 2006, when we abandoned these efforts due to the political situation in Mongolia, we acquired wireless technology from Instant Wirefree, Inc., a Nevada corporation. We attempted to commercialize technology for the wireless space but abandoned that effort in June, 2007. We are currently in the process of returning to our core business of mining. Toward that end, we changed our name in September 2007 and we acquired an interest in mineral claims in the Athabasca region of Canada in November 2007. We have incurred an accumulated net loss of $5,454,698 for the period from inception to September 30, 2008. We have had no revenues from operations since our inception.

We do not plan to buy or sell any plant or significant equipment during the next twelve months. We are currently in the process of developing and exploring our mineral properties in the Athabasca region of Canada. We do not yet have any products or services available for sale and our mining operations are still at a preliminary stage. Although we have engaged the services of geological consultants and will conduct very limited exploration activities on the property during the balance of 2008, funding permitting, we are currently pausing our exploration activities until funding is forthcoming.

Financial Condition and Liquidity

Overview

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred an accumulated net loss of $5,454,698 for the period from inception to September 30, 2008.

Our financial statements included in this report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of business.

Cash and Working Capital

The Company's cash balance as of September 30, 2008 was $6,834, as compared to the cash balance of $11,877 as of December 31, 2007.

Period Ending September 30, 2008

Operating expenses for the three month period ended September 30, 2008 totalled $17,272 and from inception to the period ended September 30, 2008 totalled $4,754,119. The company experienced a net loss of $17,272 and $5,454,698 for the three month period ended September 30, 2008 and from inception to period ended September 30, 2008, respectively, against no revenue from operations. The major expenses during this three month period were for legal and accounting fees.

The earnings per share (fully diluted -- weighted average) was a net loss of $0.00 for the three month period ended September 30, 2008.

Liquidity and Capital Resources

For the nine month period ended September 30, 2008, net cash used in operating activities, consisting mostly of loss from operations was $299,443. For the period from inception to September 30, 2008, net cash used in operating activities, consisting mostly of loss from operations was $1,228,825.

For the period from inception to September 30, 2008, net cash resulting from financing activities was in the amount of $1,289,260.

Our capital resources have been limited. We currently do not, and have not yet determined when we will, generate revenue for our mining and mineral exploration activities, and to date have relied on the sale of equity and related party loans for cash required for our exploration activities. The company has no external sources of liquidity in the form of credit lines from banks. No investment banking agreements are in place and there is no guarantee that the company will be able to raise capital in the future should that become necessary.

Future Financings

We anticipate that if we pursue any additional financing, the financing would be an equity financing achieved through the sale of our common stock. We do not have any arrangement in place for any debt or equity financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. If we do not secure additional financing in the future we may consider bringing in a joint venture partner to provide the required funding. We have not, however, undertaken any efforts to locate a joint venture partner. In addition, we cannot provide investors with any assurance that we will be able to locate a joint venture partner to exploit our mineral resources.

Off Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Significant Contingencies

Our financial statements have been prepared assuming we will continue as a going concern. Our independent auditors have made reference to the substantial doubt about our ability to continue as a going concern in their report of independent registered public accounting firm on our audited financial statements for the year ended December 31, 2007. Our continuation is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern.

Plan of Operation

We are uncertain of what our plan of operation over the next 12 months will be. We intend to return to our roots in the mining exploration field, but to seek a more politically stable environment than the one in Mongolia. We believe that an appealing mining environment exists in the Athabasca region of Canada. As a consequence, we have acquired mineral operations consisting of an interest in mining property in the Athabasca region of Canada. We are actively seeking additional mining opportunities. In November, 2007, we acquired a 50% interest in mineral rights in the Athabasca region of Canada from Coastal Uranium Holdings Ltd related to two claims. In April, 2008, we acquired a 50% interest in a third claim in the same region.

We intend to conduct over the next 12 months helicopter-supported property-scale boulder sampling and prospecting, close-spaced ground geophysics and drilling on our mining properties. With these two projects, consisting of 3 mineral claims, in close proximity to each other, we believe such operations can be conducted in a cost-efficient manner. We are now ready to commence ground geophysics and drilling. Management is currently in negotiation with geophysical and drill contractors in preparation for this exploration. Management is also reviewing other opportunities to acquire additional property in the region, both unexplored properties and properties with varying amounts of previous exploration.

Vanguard Minerals Corporation’s short-term prospects are challenging considering our lack of financial resources to fully develop our mineral properties, however, once data is available on the extent and location of uranium deposits on our mineral properties and if management secures additional financing, our prospects would improve considerably. Once we have secured additional financing to continue to exploit our mineral properties, revenue from the sale of mineral products from our properties may still remain several years away.

Cash requirements

Presently, without additional cash, we will not be able to fully exploit our mineral properties, however we have commenced seeking additional financing we have sufficient cash to allow us to continue our current exploration plan until we have secured such financing. We have limited working capital. Our continued operation is therefore dependent upon our ability to secure additional cash through financing within the next 90 to 120 days. We presently have no arrangements or understandings with any investors or potential investors with respect to an investment in Vanguard Minerals Corporation, although within 60 days we intend to actively engage in such negotiations toward such an understanding and expect to reach such an understanding within the very near future. We have not decided at what price or under what terms we will raise such additional funds, although such a decision is likely to be made within the next several weeks. While we will be actively seeking financing, no assurance can be given that we will be successful in finding such financing under acceptable terms and conditions.

Research and development

We would like to spend several hundred thousand dollars over the next 12 months on exploration and extraction related to our mineral properties. We would spend significantly more money that this developing those mineral properties at the moment that our full scale extraction operation were to commence.

Plant and equipment

We currently have an office in Seattle, Washington which we lease from month-to-month. We anticipate expanding our office within the next 6-12 months, although our employees when not on the mineral property, will tend to work and connect virtually, working on the property and then at their respective residences.

Employees

We have one part-time employee currently, president and chief executive officer, Vladimir Fedyunin. We have several consultants engaged in our mineral exploration activities. We intend to hire additional exploration and geological consultants over the next 120-180 days.

The Company’s executive offices are currently located in Seattle, Washington. The company’s telephone number is (604) 351-1694.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency and Credit Risk. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company’s reporting currency is the US Dollar. We do undertake drilling, mining exploration and other expenses related to our Canadian mining properties which must be paid in Canadian dollars and are subject to cost variations based in currency rate fluctuations.

Fair Value of Financial Instruments. The carrying value of the Company's financial instruments, including prepaid expenses, related party receivables, accounts payable and accrued liabilities at September 20, 2008 and 2007 approximates their fair values due to the short-term nature of these financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). As a result of this evaluation, we identified material weaknesses in our internal control over financial reporting as of December 31, 2007. Accordingly, we concluded that our disclosure controls and procedures were not effective as of December 31, 2007.

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

The material weakness identified in our amended annual report on Form 10-KSB/A for the year ended December 31, 2007 was related to a lack of an accounting staff resulting in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 4T. CONTROLS AND PROCEDURES

Management's Quarterly Report on Internal Control over Financial Reporting.

Management's assessment of the effectiveness of the registrant's internal control over financial reporting is as of the period ended September 30, 2008. Based on the evaluation, management concluded that there is a material weakness in our internal control over financial reporting. The material weakness relates to the monitoring and review of work performed by contracted accounting personnel in the preparation of audit and financial statements, footnotes and financial data provided to Vanguard’s registered public accounting firm in connection with the annual audit. Our lack of an accounting staff results in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

A material weakness is a control deficiency, or combination of control deficiencies, in ICFR such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis by employees in the normal course of their assigned functions.

Notwithstanding this material weakness, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our consolidated financial position and results of operations as of and for the period ended September 30, 2008.

Remediation of Material Weakness

As discussed in Management's Annual Report on Internal Control over Financial Reporting, as of December 31, 2007, as amended, there were material weaknesses in our internal control over financial reporting. We are in the process of analyzing our processes for all business units and the establishment of formal policies and procedures with necessary segregation of duties, which will establish mitigating controls to compensate for the risk due to lack of segregation of duties. In addition, we are evaluating the necessary steps to improve our controls over financial reporting and we are in the initial planning phase of upgrading, where possible, certain of our information technology systems impacting financial reporting.

Through these steps, we believe we are addressing the deficiencies that affected our internal control over financial reporting as of December 31, 2007 and September 30, 2008. However, the effectiveness of any system of internal controls is subject to inherent limitations and there can be no assurance that our internal control over financial reporting will prevent or detect all errors. Because the remedial actions require hiring of additional personnel, upgrading certain of our information technology systems, and relying extensively on manual review and approval, the successful operation of these controls for at least several quarters may be required before management may be able to conclude that the material weakness has been remediated.

The aggregate costs of remediation are estimated to be $50,000 or more on an annual basis to hire the requisite accounting staff.

Changes in Internal Control Over Financial Reporting.

There was no change in our internal control over financial reporting that occurred during the period ended September 30, 2008, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are not party to any legal proceedings.

Item 1A. RISK FACTORS.

There are no material changes in the risk factors previously disclosed in our

10-KSB/A for the year ended December 31, 2007.

Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

During the nine month period, the Company issued 2,333,333 shares of the common stock of the company pursuant to a private placement for $ 70,000. Also, during the nine month period, the Company issued 2,000,000 shares of the common stock of the company pursuant to share subscriptions payable. The Company is obligated to issue 4,000,000 shares of common stock to Coastal Uranium Holdings Ltd. Pursuant to its mineral property acquisition.

Item 3. DEFAULT UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

On April 6, 2008, we entered into an agreement with Coastal Uranium Holdings Ltd., whereby we acquired a 50% undivided right, title and interest to the mineral claim numbered S-110476 in the Athabasca region of Canada in exchange for $250,000 CAD ($248,508 USD) and 4,000,000 common shares of Vanguard Minerals corporation. In addition, we have agreed to take on the financial responsibility of Coastal to fund development of the mineral property that is the subject of claim S-110476.

Item 6. EXHIBITS

Exhibits

Document Description

3.1	Articles of Incorporation, incorporated by reference from our Prospectus on Form SB-2 filed February 13, 2004. File Number 333-112830.
3.2	Bylaws, incorporated by reference from our Prospectus on Form SB-2 filed February 13, 2004. File Number 333-112830.
10.1	Assignment Agreement between Registrant and Coastal Uranium Holdings Ltd. dated April 6, 2008.

31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.

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.

	Vanguard Minerals Corporation




DATE: November 3, 2008	/s/ Vladimir Fedyunin
	Vladimir Fedyunin
	President, CEO, Director, Principal Financial and Accounting Officer