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 March 31, 2012

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _____ to _____

Commission File Number: 000-53902

SHARPROCK RESOURCES INC.
(Exact name of small business issuer as specified in its charter)

(604) 244-8824
Registrant’s telephone number, including area code

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [X]     No [   ]

The registrant had 42,279,999 shares of common stock outstanding as of May 8, 2012.

SHARPROCK RESOURCES INC.

Quarterly Report On Form 10-Q
For The Quarterly Period Ended
March 31, 2012

INDEX

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FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements in this quarterly report include, among others, statements regarding our capital needs, business plans and expectations. Such forward-looking statements include, but are not limited to, statements with respect to the following:

• our need for additional financing;
• the competitive environment in which we operate;
• our dependence on key personnel;
• conflicts of interest of our directors and officers;
• our ability to fully implement our business plan;
• our ability to effectively manage our growth; and
• other regulatory, legislative and judicial developments.

Forward-looking statements are made, without limitation, in relation to operating plans, property exploration and development, availability of funds, environmental reclamation, operating costs and permit acquisition. 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 in our annual report on Form 10-K for the year ended December 31, 2011, this quarterly report on Form 10-Q, and, from time to time, in other reports that we file with the Securities and Exchange Commission (the “SEC”). These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The following unaudited interim financial statements of Sharprock Resources Inc. (sometimes referred to as “we”, “us” or “our Company”) are included in this quarterly report on Form 10-Q:

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SHARPROCK RESOURCES INC.
(formerly known as Artepharm Global Corp.)
(An Exploration Stage Company)
Balance Sheets

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

5

SHARPROCK RESOURCES INC.
(formerly known as Artepharm Global Corp.)
(An Exploration Stage Company)
Statements of Operations
(unaudited)

The accompanying notes are an integral part of these financial statements

6

SHARPROCK RESOURCES INC.
(formerly known as Artepharm Global Corp.)
(An Exploration Stage Company)
Statements of Cash Flows
(unaudited)

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

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SHARPROCK RESOURCES INC.
(formerly known as Artepharm Global Corp.)
(An Exploration Stage Company)
Statement of Stockholders’ Equity (Deficit)
From Inception (June 13, 2008) to March 31, 2012

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

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SHARPROCK RESOURCES INC.
(formerly known as Artepharm Global Corp.)
(An Exploration Stage Company)
Footnotes to the Financial Statements
(unaudited)

NOTE 1. NATURE OF OPERATIONS

DESCRIPTION OF BUSINESS AND HISTORY – Artepharm Global Corp. (hereinafter referred to as the “Company”) was incorporated on June 13, 2008 by filing Articles of Incorporation under the Nevada Secretary of State. The company was incorporated under the name AMF Capital Group, Inc. In June 2009, the company changed its name to Blackrock Resources, Inc. In January 2010 the company changed its name to Artepharm Global Corp. Effective July 20, 2011, the Company changed its name to “Sharprock Resources Inc.” The Company had previously been in the pharmaceutical business, seeking to find and market pharmaceutical products. During the Company’s fiscal year ended December 31, 2011, the Company determined to shift its focus to mineral exploration.

GOING CONCERN - The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. However, the Company has accumulated a loss and is new. This raises substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty.

As shown in the accompanying financial statements, the Company has incurred a loss of $6,436,808 for the period from June 13, 2008 (inception) to March 31, 2012 and has generated no revenues over the same period. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The 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 accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2012, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2011, audited financial statements. The results of operations for the period ended March 31, 2012 is not necessarily indicative of the operating results for the full year.

EXPLORATION STAGE - The Company complies with Accounting Standards Codification 915-10 for its characterization of the Company as development stage.

FINANCIAL RISK - The company’s plan of operations are in Canada, Russia and Africa, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations and developments that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION -These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in U.S. dollars. The Company’s year end is December 31.

USE OF ESTIMATES - The preparation of financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenue and expenses in the reporting period. We regularly evaluate our estimates and assumptions related to the useful life and recoverability of long-lived assets, stock-based compensation and deferred income tax asset valuation allowances. We base our estimates and assumptions on current facts, historical experience and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by us may differ materially and adversely from our estimates. To the extent there are material differences between our estimates and the actual results, our future results of operations will be affected.

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CASH AND CASH EQUIVALENTS - The Company considers all highly liquid instruments with original maturities of three months or less when acquired, to be cash equivalents. We had no cash equivalents at March 31, 2012, or December 31, 2011.

PROPERTY AND EQUIPMENT – Property and equipment are stated at historical cost less accumulated depreciation. Depreciation is provided using the straight-line method over the estimated useful lives of the assets, generally ranging from three to five years.

INCOME TAXES - The Company accounts for income taxes under the provisions issued by the FASB which requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the consolidated financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The Company computes tax asset benefits for net operating losses carried forward. The potential benefit of net operating losses has not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

LOSS PER COMMON SHARE - The Company reports net loss per share in accordance with provisions of the FASB. The provisions require dual presentation of basic and diluted loss per share. Basic net loss per share excludes the impact of common stock equivalents. Diluted net loss per share utilizes the average market price per share when applying the treasury stock method in determining common stock equivalents. As of March 31, 2012, there were no common stock equivalents outstanding.

FAIR VALUE OF FINANCIAL INSTRUMENTS - Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of March 31, 2012. The Company’s financial instruments consist of cash. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

RECLASSIFICATONS

Certain prior period amounts have reclassified to conform to the current period presentation. There was no material effect to the financial statements as result of these reclassifications.

RECENTLY ADOPTED ACCOUNTING PRONOUNCEMENTS - In September 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Goodwill for Impairment. The guidance in ASU 2011-08 is intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. Also, the amendments improve the examples of events and circumstances that an entity having a reporting unit with a zero or negative carrying amount should consider in determining whether to measure an impairment loss, if any, under the second step of the goodwill impairment test. The amendments in this ASU are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. Early adoption is permitted, including for annual and interim goodwill impairment tests performed as of a date before September 15, 2011, if an entity’s financial statements for the most recent annual or interim period have not yet been issued. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, which is effective for annual reporting periods beginning after December 15, 2011. ASU 2011-05 will become effective for the Company on January 1, 2012. This guidance eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders’ equity. In addition, items of other comprehensive income that are reclassified to profit or loss are required to be presented separately on the face of the financial statements. This guidance is intended to increase the prominence of other comprehensive income in financial statements by requiring that such amounts be presented either in a single continuous statement of income and comprehensive income or separately in consecutive statements of income and comprehensive income. The adoption of ASU 2011-05 is not expected to have a material impact on the Company’s financial position or results of operations.

In May 2011, the FASB issued ASU 2011-04, “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs”, which is effective for annual reporting periods beginning after December 15, 2011. This guidance amends certain accounting and disclosure requirements related to fair value measurements. Additional disclosure requirements in the update include: (1) for Level 3 fair value measurements, quantitative information about unobservable inputs used, a description of the valuation processes used by the entity, and a qualitative discussion about the sensitivity of the measurements to changes in the unobservable inputs; (2) for an entity’s use of a nonfinancial asset that is different from the asset’s highest and best use, the reason for the difference; (3) for financial instruments not measured at fair value but for which disclosure of fair value is required, the fair value hierarchy level in which the fair value measurements were determined; and (4) the disclosure of all transfers between Level 1 and Level 2 of the fair value hierarchy. ASU 2011-04 will become effective for the Company on January 1, 2012. The adoption of this guidance is not expected to have a material impact on the Company’s financial position or results of operations.

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In April 2011, the FASB issued ASU 2011-02, “Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring”. This amendment explains which modifications constitute troubled debt restructurings (“TDR”). Under the new guidance, the definition of a troubled debt restructuring remains essentially unchanged, and for a loan modification to be considered a TDR, certain basic criteria must still be met. For public companies, the new guidance is effective for interim and annual periods beginning on or after June 15, 2011, and applies retrospectively to restructuring occurring on or after the beginning of the fiscal year of adoption. The Company does not expect that the guidance effective in future periods will have a material impact on its financial statements.

NOTE 3 - RELATED PARTY TRANSACTIONS

As of March 31, 2012 the company owed Harpreet Sangha, the Company’s CEO, the amount of $101,236. The loan is unsecured and has no stated interest rate and is due upon demand.

As of March 31, 2012, the Company owed $57,853 and $7,007, respectively, to two board members for consulting services provided to the Company.

NOTE 4 – FAIR VALUE ACCOUNTING

Fair Value Measurements

On January 1, 2008, the Company adopted ASC No. 820-10 (ASC 820-10), Fair Value Measurements. ASC 820-10 relates to financial assets and financial liabilities.

ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

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The following presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a non-recurring basis as of March 31, 2012 and December 31, 2011:

Level 1: None
Level 2: None
Level 3: None
Total Gain (Losses): None

NOTE 5 – COMMON STOCK

On June 13, 2008 (inception), the Company issued 54,000,000 founders’ shares (2,159,999 shares on a post-reverse split basis) for $10,000.

On December 16, 2010, the Company effected a reverse stock split of its authorized and issued and outstanding shares of common stock on a one new share for twenty-five old shares bases (1:25). As a result, the Company’s authorized share capital decreased from 500,000,000 shares of common stock to 20,000,000 shares of common stock.

Effective February 24, 2011, the Company increased the number of its authorized shares of Common Stock from 20,000,000 shares, par value $0.001 per share, to 500,000,000 shares, par value $0.001 per share.

On August 24, 2011, the company issued 20,000,000 shares for settlement of debt for $400,000 to 25 subscribers, which included the issuance of 1,825,000 shares of common stock to Harpreet Sangha, the company’s CEO, in settlement of debt of $36,500. The shares were valued at $0.09 according to the closing trading price of the Company’s common stock on the date the shares-for-debt issuance was approved by the Company’s board of directors.

On December 31, 2011, as part of a private placement offering which closed on January 4, 2012, the Company had a stock payable amount of $1,734,500 for an aggregate of 17,345,000 shares of common stock, at a subscription price of $0.10 per common share.

On December 31, 2011, the Company had 1,450,000 shares of common stock issuable for services, with a value of $2,160,500 based on the market value of the shares on the date of grant. These shares were issued on January 4, 2012.

On January 6, 2012, the Company completed a private placement with on investor whereby the Company issued 25,000 shares of its common stock at a subscription price of $0.10 per common share, for gross proceed to the Company of $2,500.

On February 27, 2012, the Company completed a private placement with one investor whereby the Company issued 1,300,000 shares of common stock, at a subscription price of $0.10 per common share, for gross proceeds to the Company of $130,000.

NOTE 6 – COMMITMENTS

On December 9, 2011, the Company entered into an agreement to rent office space for $2,240 (Canadian) per month until December 31, 2012.

NOTE 7 – PROPERTY AND EQUIPMENT

As of March 31, 2012, property and equipment consisted of office and computer equipment with a carrying amount of $5,858 and accumulated depreciation of $582. Depreciation expense totaled $432 for the three month period ended March 31, 2012.

NOTE 8- DEBT SETTLEMENT

In conjunction with $400,000 of indebtedness owed by the Company to Harpreet Sangha, the Company’s CEO, during the Company’s year ended December 31, 2011, Mr. Sangha assigned an aggregate of $363,500 of such debt to a total of 24 individuals, who then converted such debt into an aggregate of 18,175,000 shares of the Company’s common stock at a price of $0.02 per share in settlement of such $363,500 of indebtedness. In addition, during the Company’s year ended December 31, 2011, Mr. Sangha converted the remaining $36,500 of the $400,000 of indebtedness into 1,825,000 shares of the Company’s common stock at a price of $0.02 per share in settlement of such remaining $36,500 of indebtedness. The indebtedness was unsecured, with no interest, and due on demand. The shares were valued at $0.09 according to the closing trading price of the Company’s common stock on the date the shares-for-debt issuance was approved by the Company’s board of directors. The Company recognized a loss of $1,272,250 on the debt settlement associated with these 24 individuals and a further loss of $127,750 on the debt settlement associated with Mr. Sangha, for a total recognized loss of $1,400,000.

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NOTE 9 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date these financial statements were issued. Other than the following, there are no additional reporting subsequent events requiring disclosure:

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

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended March 31, 2012 and 2011 should be read in conjunction with our unaudited interim financial statements and related notes for the three months ended March 31, 2012 and 2011. The following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under the heading “Risk Factors” in our Annual Report on Form 10-K.

Overview of our Business

We had previously been in the pharmaceutical business, seeking to find and market pharmaceutical products. However, we recently have determined to shift our focus to mineral exploration. In connection with this change in our business focus, effective July 20, 2011, we changed our name from “Artepharm Global Corp.” to “Sharprock Resources Inc.”

We are an exploration stage company with a limited history of operations. We presently do not have the funding to fully execute our business plan.

Share Purchase Agreement

On February 3, 2012, we entered into a share purchase agreement (the “Share Purchase Agreement”) with each of Credence Holdings Limited (“Credence”), Union Mining Holding Limited (“Union”, and together with Credence and any of their subsidiaries from time to time, the “Group Companies”), and two individuals who are the beneficial owners of the entire share capital of Union (the “UBOs”) pursuant to which our Company proposes to acquire from Credence, as the sole legal and registered owner of the entire issued share capital of Union (which Credence holds on trust for the benefit of the UBOs), the entire issued share capital of Basic Metals CJSC (“Basic Metals”) and its license (the “License”), effective until July 30, 2022, for subsoil use issued to Basic Metals by the Federal Agency on Subsoil Use of the Russian Federation for the purposes of geological exploration and production of hard rock and placer gold within the boundaries of an approximately 1,500 hectare area located approximately 120 kilometers south of the town of Bilibino in the Chukotka Autonomous Area, Russian Federation (the “Kekura Field”).

Pursuant to the Share Purchase Agreement, our Company will subscribe to, acquire and/or exchange shares of Union (each, a “Union Share” and collectively, the “Union Shares”), as the sole legal, beneficial and registered owner of the entire issued share capital of Basic Metals, by way of a series of transactions (each, a “Transaction” and collectively, the “Transaction”) as more particularly described below, with each such Transaction being concluded on the terms and subject to the conditions of the Share Purchase Agreement.

In accordance with the terms of the Share Purchase Agreement, our Company proposes to acquire a 50% legal and beneficial interest in the share capital of Union plus three (3) Union Shares by making payments totaling USD$111 million (the “First Payments”) by no later than April 30, 2012, which First Payments consist of: (i) a USD$53 million payment to Union to discharge certain indebtedness of Union (the “Indebtedness”), (ii) a USD$19 million payment to Credence, and (iii) a USD$39 million payment (the “Bank Seller Payment”) to be made to Giwiss Holdings Limited or its nominee (the “Bank Seller”), the anticipated legal and beneficial owner of 50.08% of the issued share capital of Union pursuant to a certain agreement to be entered into between Credence, the UBOs and the Bank Seller (the “Bank Seller Agreement”), all as to be contemplated under a certain agreement (the “Bank Seller SPA”) to be entered into between our Company and the Bank Seller, in the form approved by our Company, acting in its absolute discretion, for the sale from the Bank Seller to our Company of the Bank Seller’s entire legal and beneficial interest in Union (collectively, the “Initial Transaction”).

Following the Initial Transaction, our Company can increase its legal and beneficial interest in the share capital of Union to 68% by making further payments totaling an additional USD$99 million (the “Second Payments”) by no later than May 31, 2012, which Second Payments consist of: (i) a USD$86 million payment to Union, and (ii) a USD$13 million payment to Credence (collectively, the “Second Transaction”).

Following the Second Transaction, our Company can increase its legal and beneficial interest in the share capital of Union to 75% by making further payments totaling an additional USD$30 million (the “Third Payments”) by no later than May 31, 2013, which Third Payments consist of (i) a USD$21 million payment to Union, and (ii) a USD$9 million payment to Credence (collectively, the “Third Transaction”).

Subsequent to the Third Transaction, our Company can acquire the remaining 25% legal and beneficial interest in the share capital of Union by entitling Credence, in its discretion, to either (i) transfer such remaining Union Shares in exchange for 25% of our Company’s then outstanding share capital (the “Share Swap”), or (ii) require our Company to purchase such remaining Union Shares for a price to be calculated by an independent financial consultant to be appointed by mutual agreement between Credence and our Company (the “Put Option” and collectively, the “Fourth Transaction”). Credence can exercise the Share Swap or the Put Option by serving written notice of its intention on our Company no later than December 31, 2014 (the “Share Swap Notice” or the “Put Option Notice”, as the case may be). No Share Swap Notice may be served on our Company by Credence following the service of an Option Notice, and vice versa.

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In accordance with the terms of the Share Purchase Agreement, if and to the extent that there has been a default by our Company in subscribing for or acquiring the Union Shares as contemplated by the Share Purchase Agreement prior to the Fourth Transaction, then the number of Union Shares subject to the Share Swap and/or the Put Option will be adjusted so that Credence and the UBOs (acting together) will be entitled to elect to proceed with the Share Swap/Put Option based on the amount of share capital of Union at the relevant time registered in the name of Credence as a percentage proportion of the entire issued share capital of Union. Accordingly, the original percentage of 25% referred to in the Fourth Transaction above will be increased to the relevant percentage of the entire issued share capital of Union registered in the name of Credence at the relevant time and the Share Swap or the Put Option amounts will be increased proportionately.

The Transactions are subject to certain conditions precedent including, among others, the completion by our Company, to its satisfaction, of due diligence on the Group Companies, the finalization and entering into of the Bank Seller Agreement and Bank Seller SPA and all documents related thereto, the settlement, in terms to be approved by our Company to its satisfaction, of certain claims made by a certain Russian company relating to the Kekura Field, the execution of a shareholders agreement relating to Basic Metals among Basic Metals, Credence, the UBOs and our Company, and the discharge by Union of the Indebtedness.

We did not make the First Payments by April 30, 2012 as contemplated by the Share Purchase Agreement. Apart from the relatively small private placements that we completed in January and February 2012 in which we received gross cash proceeds of $1,867,000, we have not received funds required to complete on this transaction, so our ability to close on this transaction is extremely uncertain.

Results of Operations

The following table sets forth our results of operations from inception on June 13, 2008 to March 31, 2012 as well as for the three month period ended March 31, 2012 and 2011.

We have had no revenue from inception to March 31, 2012.

Our accounting and professional fees increased to $675,073 for the three months ended March 31, 2012 from $77,680 for the three months ended March 31, 2011, primarily as a result of legal fees incurred in connection with our share purchase agreement with respect to the Kekura Field in Russia, as described above.

Our office and administration expenses increased to $255,418 for the three months ended March 31, 2012 from $22,543 for the three months ended March 31, 2011.

Our net loss for the three months ended March 31, 2012 was $930,491, compared to $100,223 for the three months ended March 31, 2012.

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Liquidity and Capital Resources

As at March 31, 2012, we had cash of $8,663 and a working capital deficit of $599,308. Consequently, we will require additional financing to pursue our plan of operations over the next 12 months. There can be no assurance that we will obtain any additional financing in the amounts required or on terms favorable to us. If we are unable to obtain additional financing, we may have to re-evaluate or abandon our business activities and plan of operations.

Cash Used in Operating Activities

Net cash used in operating activities in the three months ended March 31, 2012 increased to $632,977 from $153,208 in the three months ended March 31, 2011.

Cash Provided By Financing Activities

We have funded our business to date primarily from sales of our common stock and from a related party loan. In the three months ended March 31, 2012, we received net cash from financing activities of $143,143, primarily as the result of proceeds from the sale of stock, compared to $154,741 in the three months ended March 31, 2011.

Off-Balance Sheet Arrangements

We do not have any 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 investors.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable because we are a smaller reporting company.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Harpreet Sangha (our principal executive officer) and Herminder Rai (our principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) as of March 31, 2012. Based on this evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2012, due the deficiencies in our internal control over financial reporting as of December 31, 2011, as reported in our Annual Report on Form 10-K for our year ended December 31, 2011, which deficiencies have not been remedied.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 1A. Risk Factors

Not applicable because we are a smaller reporting company.

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

As previously reported on our Current Report on Form 8-K filed with the SEC on January 10, 2012, effective January 4, 2012, we completed a private placement with 50 investors whereby we issued an aggregate of 18,820,000 shares of common stock, at a subscription price of $0.10 per common share, for gross proceeds to the Company of $1,882,000. (On January 4, 2012, 17,345,000 of such shares were issued for cash and 1,450,000 of such shares were issued in payment of services provided; the final 25,000 of such shares were issued for cash on January 6, 2012). We relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Rule 506 of Regulation D and Regulation S, based on representations and warranties provided by the purchasers of the shares in their respective subscription agreements entered into between each purchaser and our Company.

Effective February 27, 2012, we completed a private placement with one investor whereby we issued 1,300,000 shares of common stock, at a subscription price of $0.10 per common share, for gross proceeds to our Company of $130,000. The Company relied on exemptions from registration under the United States Securities Act of 1933, as amended, provided by Regulation S, based on representations and warranties provided by the purchaser of the shares in its subscription agreement entered into between the purchaser and the Company.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

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Notes

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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.

SHARPROCK RESOURCES INC.