Snowdon Resources CORP - FORM 10-Q

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EX-32.1 - Snowdon Resources CORP	cert32_1.htm
EX-31.1 - SARBANES-OXLEY - Snowdon Resources CORP	cert31_1.htm

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	FORM 10-Q

[ x ]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2010

OR

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

	Commission file number 000-52813

SNOWDON RESOURCES CORPORATION

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

789 West Pender Street, Suite 1010

Vancouver, British Columbia

Canada V6C 1H2

(Address of principal executive offices, including zip code.)

(604) 606-7979

(telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES [ x ] 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,” “non-accelerated filer,” and “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 [ x ] NO [ ]

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 16,780,000 as of December 15, 2010.

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM BALANCE SHEETS

(Unaudited)

(Stated in U.S. Dollars)

				OCTOBER 31 2010		APRIL 30 2010
ASSETS

Current
Cash				$	2,248	$	479
Amounts receivable					22,028		10,041
Prepaid expenses					-		12,600

				$	24,276	$	23,120

LIABILITIES

Current
Accounts payable and accrued liabilities (Note 5)				$	209,662	$	88,519
Promissory note (Note 4)					20,000		20,000
Due to related parties (Note 5)					17,337		7,698
					246,999		116,217

STOCKHOLDERS’ DEFICIENCY

Capital Stock (Note 6)
	Authorized:
		100,000,000 common shares with a par value of $0.00001 per share
		100,000,000 preferred shares with a par value of $0.00001 per share
		(none issued)
	Issued and outstanding:
			16,780,000 common shares at October 31, 2010 (15,750,000 shares at April 30, 2010)		168		158

Additional Paid-in Capital					665,537		564,005

Deficit Accumulated During The Exploration Stage					(888,428)		(657,260)
					(222,723)		(93,097)

				$	24,276	$	23,120

Going Concern (Note 1)
Commitments And Contractual Obligations (Note 7)

The accompanying notes are an integral part of these financial statements.

F-1

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

										CUMULATIVE
										PERIOD FROM
		THREE MONTHS				SIX MONTHS				INCEPTION
		ENDED				ENDED				(MARCH 1, 2006)
		OCTOBER 31				OCTOBER 31				TO OCTOBER 31
		2010		2009		2010		2009		2010

Revenue		$	-	$	-	$	-	$	-	$	-

Expenses
	Consulting fees (Note 5)		59,765		32,029		132,123		57,171		357,445
	Foreign exchange loss		-		-		-		-		1,653
	Impairment of mineral claim interest		-		-		-		-		10,000
	Mineral property exploration costs (Note 3)		6,395		-		6,395		-		101,479
	Mineral property investigation costs		-		-		-		-		20,260
	Office and sundry (Note 5)		31,536		2,012		52,014		2,012		157,019
	Professional fees		37,584		17,604		37,895		24,016		175,791
	Research costs		86		28,171		2,741		28,171		64,781
			135,366		79,816		231,168		111,370		888,428

Net Loss for the Period		$	(135,366)	$	(79,816)	$	(231,168)	$	(111,370)	$	(888,428)

Basic And Diluted Loss Per Common Share		$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

Weighted Average Number Of Common Shares Outstanding			16,131,413		15,500,000		16,085,815		15,500,000

The accompanying notes are an integral part of these financial statements.

F-2

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

INTERIM STATEMENTS OF OPERATIONS

(Unaudited)

(Stated in U.S. Dollars)

										CUMULATIVE
										PERIOD FROM
		THREE MONTHS				SIX MONTHS				INCEPTION
		ENDED				ENDED				(MARCH 1, 2006)
		OCTOBER 31				OCTOBER 31				TO OCTOBER 31
		2010		2009		2010		2009		2010

Revenue		$	-	$	-	$	-	$	-	$	-

Expenses
	Consulting fees (Note 5)		59,765		32,029		132,123		57,171		357,445
	Foreign exchange loss		-		-		-		-		1,653
	Impairment of mineral claim interest		-		-		-		-		10,000
	Mineral property exploration costs (Note 3)		6,395		-		6,395		-		101,479
	Mineral property investigation costs		-		-		-		-		20,260
	Office and sundry (Note 5)		31,536		2,012		52,014		2,012		157,019
	Professional fees		37,584		17,604		37,895		24,016		175,791
	Research costs		86		28,171		2,741		28,171		64,781
			135,366		79,816		231,168		111,370		888,428

Net Loss for the Period		$	(135,366)	$	(79,816)	$	(231,168)	$	(111,370)	$	(888,428)

Basic And Diluted Loss Per Common Share		$	(0.01)	$	(0.01)	$	(0.01)	$	(0.01)

Weighted Average Number Of Common Shares Outstanding			16,131,413		15,500,000		16,085,815		15,500,000

The accompany notes are an integral part of these financial statements.

F-3

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

1. NATURE OF OPERATIONS, BASIS OF PRESENTATION AND GOING CONCERN

Organization

Snowdon Resources Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 1, 2006.

Exploration Stage Activities

The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining claims.

Basis of Presentation and Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of $888,428 for the period from March 1, 2006 (inception) to October 31, 2010 and has no revenue. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its properties. The Company plans to continue as a going concern by raising additional capital, primarily through the issuance of common shares and or debt securities. There can be no assurance that the Company will be successful in developing its properties or in securing financing. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

The unaudited financial information furnished herein reflects all adjustments, which in the opinion of management are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented. These statements should be read in conjunction with the Company’s financial statements and notes thereto for the fiscal year ended April 30, 2010. The Company assumes that users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, certain footnote disclosure, which would substantially duplicate the disclosure contained in the April 30, 2010 financial statements has been omitted. The results of operations for the six month period ended October 31, 2010 are not necessarily indicative of results for the entire year ending April 30, 2011.

F-4

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In June 2009, the Financial Accounting Standards Board (“FASB”) issued its final Statement of Financial Accounting Standards (“SFAS”) No. 168, “The “FASB Accounting Standards Codification” and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162” (“SFAS 168”). SFAS 168 establishes the “FASB” Accounting Standards Codification” (“Codification”), which officially launched October 1, 2009, to become the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (“AICPA”), Emerging Issues Task Force (“EITF”), and related accounting literature. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. SFAS 168 recognizes the previously issued GAAP pronouncements into accounting topics and displays them using a consistent structure. The subsequent issuances of new standards will be in the form of Accounting Standards Updates that will be included in the Codification. SFAS 168 is effective for the Company as of the year ended April 30, 2010. As the Codification was not intended to change or alter existing GAAP, it does not have an impact on the Company’s financial statements. The only impact is that references to authoritative accounting literature are in accordance with the Codification. The Company has included in its disclosures the Accounting Standards Codification (“ASC”) cross-reference along side the references to the accounting standards issued and adopted prior to the adoption of Codification.

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 Enterprise

The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS No. 7”), “Accounting and Reporting for Development Stage Enterprises,” (codified in ASC Topic 915, Development Stage Entities) as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.

F-5

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Cash

Cash consists of cash on deposit with a high quality, major financial institution, and to date the Company has not experienced losses on any of its balances. The carrying amounts approximated fair market value due to the liquidity of these deposits.

c) Mineral Property Costs

Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

d) Long-lived Assets

The Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life.

Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

F-6

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

e) Asset Retirement Obligations

Asset retirement obligations, including environmental expenditures, that relate to current operations are charged to operations 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 charged to operations. Liabilities are recorded when retirement obligations, including environmental assessments and/or remedial efforts, are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to a plan of action based on the then known facts.

f) Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management makes these estimates using the best information available at the time the estimates are made.

g) Fair Value of Financial Instruments

ASC Topic 820-10 (formerly SFAS No. 157, Fair Value Measurements) establishes a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

These tiers include:

·	Level 1 – defined as observable inputs such as quoted prices in active markets;

·	Level 2 – defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

·	Level 3 – defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

Cash consists of cash on deposit with a high quality major financial institution. The carrying cost approximates fair value due to the liquidity of these deposits.

F-7

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

g) Fair Value of Financial Instruments (Continued)

The carrying amounts of other financial assets and liabilities, such as amounts receivable, accounts payable, and accrued liabilities, and due to related parties, approximate their fair values because of the short maturity of these instruments.

The Company accounts for common stock purchase warrants at fair value in accordance with EITF 00-19, “Accounting for Derivative Financial Instruments indexed to and Practically Settled in, a Company’s Own Stock”, (codified in ASC 815, Derivatives and Hedging). The Black-Scholes option pricing valuation method is used to determine fair value of these warrants. Use of this method requires that the Company make assumptions regarding stock volatility, dividend yields, expected term of the warrants and risk-free interest rates.

h) Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with SFAS No. 109 – “Accounting for Income Taxes” (codified in ASC Topic 740, Income Taxes). This standard requires the use of an asset and liability approach for financial accounting and reporting on income taxes. If it is more likely than not that some portion or all of a deferred tax asset will not be realized, a valuation allowance is recognized.

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

The Company reports net income (loss) per share in accordance with SFAS No. 128 "Earnings per Share" (codified in ASC Topic 260, Earnings Per Share), which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders by the weighted average number of shares outstanding during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. The Company has no options or warrants or other dilutive securities and therefore no dilutive potential shares. As the Company generated net losses in the periods presented, any exercise of options or warrants, if there were any, would be anti-dilutive. For those reasons, basic and diluted loss per share are the same.

F-8

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

j) Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Transactions in Canadian dollars are translated into U.S. dollars as follows:

i)	monetary items at the rate prevailing at the balance sheet date;

ii) non-monetary items at the historical exchange rate;

iii)	revenue and expense at the average rate in effect during the applicable accounting period.

Transactional gains and losses on translation are recorded in the statement of operations.

k) Stock-Based Compensation

The Company follows the fair value recognition provisions of ASC Topic 718, Compensation-Stock Compensation (formerly SFAS 123R, Share-Based Payment). The Company adopted these provisions using the modified-prospective-transition method. Under this method, compensation cost recognized comprises compensation cost for all share-based payments granted, based on the grant-date fair value estimated in accordance with these provisions. In accordance with ASC 718, the compensation expense is amortized on a straight-line basis over the requisite service period which approximates the vesting period. Stock options granted to non-employees were accounted for in accordance with ASC 718 and ASC 505-50 (prior authoritative literature: EITF No. 96-18, "Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction With Selling Goods or Services") and were measured at the fair value of the options as determined by an option pricing model on the measurement date and compensation expense is amortized over the vesting period or, if none exists, over the service period. Compensation expense for unvested options to non-employees is revalued at each balance sheet date and is being amortized over the vesting period of the options.

F-9

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

3. MINERAL CLAIM INTERESTS

a)	Gila County, Arizona, USA

During the year ended April 30, 2006, the Company acquired a 100% interest in five mineral claims located in Gila County, Arizona, USA. The consideration for the acquisition was a cash payment of $10,000, which represented reimbursement of the cost paid by the vendor for the mineral claims. These costs had been considered impaired and were written off.

The claims were re-staked in February, 2008 and a further seven contiguous claims were added.

During the year ended April 30, 2010, the Company expended $4,053 (2009 - $77,595) on survey and claim-related expenses.

b) Coconino and Mohave Counties, Arizona, USA

The Company entered into an agreement and mutual release dated June 20, 2009, to acquire rights, title and interest to five state mineral leases and two federal unpatented mineral claims located in the Coconino and Mohave Counties, Arizona, USA, by way of receiving assignment of the vendor’s state mineral exploration permits. Consideration for the acquisition was $20,260 by way of forgiveness of debt owed to it by the vendor and conveyance of a 1% net smelter return royalty to the vendor to a maximum of $400,000. The forgiven debt comprised expenditures by the Company of $20,260 relating to exploration of these leases and claims on behalf of the vendor. These expenditures have been expensed for the year ended April 30, 2010 as mineral property investigation costs by the Company. The Company will be required to expend approximately $64,000 over the next 6 months in state-mandated exploration minimums, rental and annual renewal fees in order to maintain rights to those properties.

Subsequently, one of the mineral leases was allowed to expire without renewal.

By a mineral exploration and option agreement, effective February 11, 2010, Snowdon granted another party the exclusive right to conduct exploration and the option to receive an assignment of any or all of the remaining exploration permits. This party is required to incur property expenditures, or make payments in lieu thereof, the amounts required by the exploration permits. The term of this agreement is for a period of one year.

F-10

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

3. MINERAL CLAIM INTERESTS (Continued)

b) Coconino and Mohave Counties, Arizona, USA (Continued)

In order to keep all claims in good standing, a claim maintenance fee in the amount of $140 per claim must be paid to the Arizona Bureau of Land Management each year on or before September 1st.

Although the Company has taken steps to ensure the title to the mineral property in which it has an interest, in accordance with industry standards for the current stage of exploration of such properties, these procedures may not guarantee the Company’s title. Property title may be subject to unregistered prior agreements or transfers and title may be affected by undetected defects. Formal title to the Coconino and Mohave County leases and claims has not yet been transferred to the Company, as quit claim documentation has not yet been completed and filed with the State of Arizona.

4.	PROMISSORY NOTE PAYABLE

On February 12, 2010, the Company issued an unsecured promissory note in the amount of $20,000, due on demand and bearing interest of 10% per annum. Interest of $1,008 was accrued during the six months ended October 31, 2010 (2009 - $Nil).

5.	RELATED PARTY TRANSACTIONS AND AMOUNTS OWING

During the six months ended October 31, 2010, the Company carried out a number of transactions with related parties in the normal course of business which are recorded at their exchange amount, which is the amount of consideration paid or received as established and agreed to between the related parties.

The following are related party transactions for the six months ended October 31, 2010 and 2009 that are not disclosed elsewhere in these financial statements:

·	Accounts payable and accrued liabilities includes amounts due to a major shareholder and to two companies controlled by two major shareholder, one of whom is also a director and officer, of $33,473 (2009 - $Nil) that were unsecured and non-interest bearing.

·	Amounts due to related parties loans due to company controlled by directors in the amount of $17,337 (2009 - $9,000) are unsecured with an annual interest rate of 8% with no specific terms of repayment;

·	The Company paid consulting fees of $54,000 (2009 – $39,000) and rent of $43,308 (2009 - $15,000) to a major shareholder and to two companies controlled by two major shareholders, one of whom is also a director and officer;

F-11

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

6.	CAPITAL STOCK

a) Common Stock

On March 22, 2006, the Company issued 10,000,000 common shares at $0.00001 per share to two founding shareholders.

On March 10, 2008 the Company completed an initial public offering, selling 5,500,000 common shares at a price of $0.10 per share, for total proceeds of $550,000. The shares were issued on April 4, 2008.

On December 1, 2009 the company issued 250,000 common shares with an estimated fair value of $33,750 in connection with a media services agreement. Of that total, $16,875 was expensed during the six month period (2009 - $Nil), and the balance will be recorded over the remaining term of the agreement.

On May 3, 2010 the Company issued 300,000 common shares with an estimated fair value of $60,000, in connection with an agreement for office space and support services for a three year period. Of that total, $10,000 was expensed during the six month period (2009 - $Nil).

On October 20, 2010, the Company issued 670,000 units at a price of $0.10 per share, for total proceeds of $67,000. Each unit consists of one common share and one-half common share purchase warrant, with each whole warrant exercisable into an additional common share at a price of $0.20 per share its first 2 years from the closing date.

On October 30, 2010 the Company issued 60,000 shares with an estimated fair value of $6,000, as shares for debt in relation to past consulting services performed.

b) Stock Options

The Company has a stock option plan that provides for the issuance of options to its directors, officers, employees, attorneys, accountants, consultants and advisors. The maximum number of shares of the Company available for grants of Stock Options under the plan was 10,000,000 Common Shares. No stock options have been granted under the plan to date.

F-12

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

6.	CAPITAL STOCK (Continued)

c) Share Purchase Warrants

The Company’s share purchase warrant activity is as follows:

				WEIGHTED
		WEIGHED		AVERAGE
	NUMBER	AVERAGE		REMAINING
	OF	EXERCISE		CONTRACTUAL
	WARRANTS	PRICE		LIFE

Balance, April 30, 2009 and 2010	-	$	-	-

Granted during the period	335,000		.20	2 years

Balance, October 31, 2010	335,000	$	.20	2 years

The following table provides certain information with respect to the above share purchase warrants that are outstanding and exercisable at October 31, 2010:

		WARRANTS	WEIGHTED
		OUTSTANDING	AVERAGE
		AND	REMAINING
EXERCISE		EXERCISABLE	CONTRACTUAL
PRICE			LIFE

$	.20	335,000	2 years

7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS

On September 30, 2008, the Company entered into an agreement with a privately held company owned by a director of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month, increased to $6,000 per month effective October 1, 2009, plus applicable taxes.

On September 30, 2008, the Company entered into an agreement with a significant shareholder of the Company for consulting services commencing October, 2008 for three years at the rate of $3,000 per month plus applicable taxes.

F-13

SNOWDON RESOURCES CORPORATION

(An Exploration Stage Company)

NOTES TO INTERIM FINANCIAL STATEMENTS

SIX MONTHS ENDED OCTOBER 31, 2010

(Unaudited)

(Stated in U.S. Dollars)

7.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS (Continued)

On April 1, 2010, the Company executed an agreement for office space and administrative support services with a privately held company controlled by a significant shareholder for a term of three years at a rate of CDN$7,500 per month plus applicable taxes, and 300,000 shares of common stock of the Company (issued May 3, 2010).

On November 24, 2009, the Company entered into an agreement with a company for public relations services, effective December 1, 2009 for a term of one year for a cash fee of $4,500 per month and 250,000 shares of common stock of the Company (issued).

The Company has no other significant commitments or contractual obligations with any parties respecting executive compensation or other matters.

F-14

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

We are an exploration stage mining company and currently intend to prospect for uranium on properties which now contain twelve claims. We acquired five claims on April 1, 2006. The claims were re-staked in March, 2008 and increased to a total of twelve. Each claim measures 600 feet by 1,500 feet and covers 20 acres. Total land position is 240 acres. All claims are located in Gila County, Arizona.

In July, 2009, we entered into an agreement to acquire the following five Arizona State leases and two additional claims. As of the date of this report, formal title to those leases and claims has not yet been transferred to us, as quit claim documentation has not yet been completed and filed with the State of Arizona. We now expect that process to be completed by the end of December 2009.

Arizona
State
Section	Permit	Permit
Number	Date	Number	County	Township	Range	Acres

2	1 Jun 07	08-111685	Coconino	38N	3W	661.24
16	1 Jun 07	08-111687	Mohave	39N	4W	640.00
32	17 Nov 06	08-111081	Mohave	37N	5W	640.00
32e	1 Jun 07	08-111686	Mohave	38N	4W	639.41
36	14 Dec 06	08-111148	Mohave	38N	6W	640.00

Mohave County is west of and adjoining Coconino County. Gila County, where our existing claims are located, is south of and adjoining Coconino County.

The two Arizona mining claims which we will acquire under the terms of the same agreement dated July 20, 2009 are as follows:

	Date of	Coconino	BLM Serial
Claim Name	Location	County No.	No. (AMC #)	Township	Range	Section

TR #20	19 Feb 08	3480264	392039	39N	2W	26
TR #21	19 Feb 08	3480265	392040	39N	2W	26

As with our current claims, the annual maintenance fee on these two additional claims will be $140 each, due on or before September 1.

We have no ore bodies and have not yet generated any revenues from our business operations. Accordingly, we must raise cash from sources other than the sale of minerals found on the properties. We raised $550,000 from a public offering in March, 2008. Ultimately, our success or failure will be determined by what we find under the ground. If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.

We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until have located a body of ore and have determined it is economical to extract the ore.

We do not intend to hire any employees at this time. All of the work on the property will be conducted by unaffiliated, independent contractors. Administrative work will be handled by the director, a part-time bookkeeper, a part-time regulatory filer, and a financial consultant.

On August 4th, 2010 we signed a letter of intent to acquire from Agosto Corporation Limited an arms length party, six patent applications and related intellectual property for the processing and upgrading of heavy crude oil.

Under the terms agreed to in the letter of intent Snowdon may purchase the Intellectual Property from Agosto in consideration of the issuance of up to 3,000,000 (three million) shares of common stock of Snowdon at closing together with up to 7,062,250 additional shares of common stock upon the achievement of certain milestones by the Company.

The letter of intent is subject to a number of conditions including, among other things, the satisfactory completion of the parties due diligence, completing a financing in the minimum amount of CDN$1,000,000 and the entry into a definitive agreement between the parties with the customary representations and warranties by the parties. There is no assurance that the transaction will be completed as planned or at all.

Status of Our Proposed Exploration Program

The exploration program for our CR claims is now on hold, pending improved conditions for fundraising in the equity markets. We have had to temporarily cease exploration program expenditures on those properties until there is greater certainty in our view that our cash reserves can be replenished through further equity offerings.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on March 1, 2006 to October 31, 2010

We have no revenue and have incurred a net loss from inception to October 31, 2010 of $888,428.

From inception on March 1, 2006 to the point that funds were available in March, 2008 as a result of our initial public offering, we were funded by loans from Woodburn Holdings Ltd. a corporation controlled by Robert Baker, a director and officer, and from West Peak Ventures of Canada Limited, a corporation controlled by Timothy Brock, one of our shareholders. These loans were used for the original mineral claim fee, to re-stake the property, to incorporate us, for legal and accounting expenses, and office and sundry costs. The loans were fully repaid in the year ended April 30, 2009 (April 30, 2008: $66,258).

Cash Requirements and Liquidity

As of the date of this report, we have yet to generate any revenues from our business operations. We have incurred a deficit of $888,428 from inception to October 31, 2010 and have no revenue. Our future is dependent upon our ability to obtain ongoing financing and eventually, upon future profitable operations from the development of our mineral properties.

As of October 31, 2010, our current liabilities were in excess of our cash by approximately $222,723. Our total assets were $24,276 of which approximately 9% was cash and 91% was amounts receivable. Our total liabilities were $246,999 of which 85% was accounts payable, 8% for promissory notes and the remaining 7% is due to related parties.

Additional funding needs to be raised either through debt or equity, to cover ongoing cash requirements for the next 12 months.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4.

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures”, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Changes in Internal Controls

We have also evaluated our internal control for financial reporting, and there have been no changes in our internal controls or in other factors that could significantly affect those controls subsequent to the date of their last evaluation.

PART II - OTHER INFORMATION

ITEM 1. RISK FACTORS.

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

ITEM 2. EXHIBITS.

The following documents are included herein:

Exhibit No.	Document Description

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this 20th day of December, 2010

SNOWDON RESOURCES CORPORATION

	BY:	_ “Robert M. Baker”____________________________________
		Robert M. Baker, President, Principal Executive Officer, Treasurer, Principal Financial Officer, Principal Accounting Officer, and member of the Board of Directors

EXHIBIT INDEX

		Incorporated by reference
Exhibit Number	Document Description	Form	Date	Number	Filed herewith

3.1	Articles of Incorporation.	SB-2	6/06/06	3.1

3.2	Bylaws.	SB-2	6/06/06	3.2

4.1	Specimen Stock Certificate.	SB-2	6/06/06	4.1

10.1	Corporate Support Agreement between Sweetwater Capital Corp. and Snowdon Resources Corporation	10-Q	3/23/09	10.1

10.2	Consulting Agreement between Snowdon Resources Corporation and Timothy B. Brock	10-Q	3/23/09	10.2

10.3	Consulting Agreement between Snowdon Resources Corporation and Woodburn Holdings Ltd.	10-Q	3/23/09	10.3

10.4	Preliminary Report on CR Claim Group	10-K	8/11/09	10.4

10.5	Agreement to Acquire Five State Leases and Two Mining Claims	8-K	7/24/09	10.5

10.6	Agreement for Public Relations Services	10-Q	09/24/09	10.6

14.1	Code of Ethics.	10-KSB	9/14/07	14.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for the Chief Executive Officer and Chief Financial Officer.				X

99.1	Subscription Agreement.	SB-2	6/06/06	99.1

99.2	Audit Committee Charter.	10-KSB	9/14/07	99.2

99.3	Disclosure Committee Charter.	10-KSB	9/14/07	99.3

Snowdon Resources CORP - FORM 10-Q - December 20, 2010

Attached files

Snowdon Resources CORP Reports