UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended April 30,2013

OR

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

For the transition period from ______________ to ______________

PRESS VENTURES, INC.

(Exact name of registrant as specified in its charter)

542 Syndicate Ave South

Thunder Bay, Canada, P7E 1E7

(Address of principal executive offices)

Registrant’s telephone number, including area code: (905) 362-9389

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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.

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

415,000,000 shares of registrant’s common stock, $0.001 par value, were outstanding at July 3, 2013. Registrant has no other class of common equity.

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PART I. FINANCIAL INFORMATION

Item 1 Financial Statements.

Press Ventures, Inc.

(An Exploration Stage Company)

Condensed Balance Sheets

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

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Press Ventures, Inc.

(An Exploration Stage Company)

Condensed Statements of Operations

(Unaudited)

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

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Press Ventures, Inc.

(An Exploration Stage Company)

Condensed Statements of Cash Flows

(Unaudited)

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

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Press Ventures, Inc.

(An Exploration Stage Company)

Notes to the financial statements

April 30, 2013

(Unaudited)

_____________________________________________________________________________

Note 1: Basis of Presentation

Unaudited Interim financial statements

The accompanying unaudited interim financial statements have been prepared in accordance with United States generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q of Regulation S-X. They may not include all information and footnotes required by United States generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there has been no material changes in the information disclosed in the notes to the financial statements for the period ended October 31, 2012 included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 14, 2013. These interim unaudited financial statements should be read in conjunction with those financial statements included in the Annual Report Form 10-K. In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made. Operating results for the three months ended April 30, 2013 are not necessarily indicative of the results that may be expected for the year ending October 31, 2013.

Note 2: Going Concern

The accompanying unaudited financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. Management intends to finance operating costs over the next twelve months with loans from directors and or private placement of common stock. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time. Accordingly, there is substantial doubt as to the Company's ability to continue as a going concern.

Note 3: Related Party Advances Payable

As at April 30, 2013 the Company owed $22,890 to members of the Company’s management. These advances are unsecured, payable on demand and non-interest bearing.  $650 was advanced during the three months ended April 30, 2013.

Note 4: Capital Stock

During the year ended October 31, 2010, the Company issued 275,000,000 (restated for forward stock split of 50 for 1) shares of common stock for total proceeds of $22,000.

During the nine months ended July 31, 2012, the Company issued 140,000,000 (restated for forward stock split of 50 for 1) shares of common stock for total proceeds of $28,000.

As at April 30, 2013, there were no outstanding stock options or warrants.

The Company underwent a change in management and control effective June 18, 2012, whereby approximately 66% of the Company’s outstanding shares were sold in a private transaction by Caroline Johnston to Lynda Cambly.  In connection therewith, Ms. Cambly replaced Ms. Johnston as President, Secretary/Treasurer and Chief Executive Officer of the Company.  Effective April 17, 2013, Ms. Cambly resigned as Director, President, CEO, Secretary, and Treasurer of the Company and was replaced by Mr. Wilson Gardaque.

Note 5: Subsequent Event

Effective May 3, 2013, the Company amended its Articles Of Incorporation to increase the total number of authorized shares of the Company to 5,000,000,000.

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On May 3, 2013, the Company affected a 50 for 1 forward stock split of all its issued and outstanding shares of common stock (“Stock Split”).  Shareholders of the Company holding certificated shares will be issued fifty shares of common stock upon surrender of each one share held.  The Stock Split will increase the number of the Company’s issued and outstanding common stock to 415,000,000 from the current 8,300,000.  The shares of common stock outstanding have been restated on the accompanying April 30, 2013 and 2012 financial statements to reflect this 50 for 1 forward stock split.

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Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our unaudited interim financial statements from our inception (October 5, 2010) to April 30, 2013 and the three months ended April 30, 2013, together with the notes thereto included in this Form 10-Q. The 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.

Overview

Press Ventures, Inc. (the “Company”) was incorporated under the laws of the state of Nevada on October 5, 2010.  On May 3, 2013, the Company effected a 50 for 1 forward stock split of all of its issued and outstanding shares of common stock and amended its Articles of Incorporation to increase the total number of authorized shares of the Company to 5,000,000,000.

The Company is a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company has acquired a claim called Tara Property covering 462.22 hectares located in the Omineca Mining Division of British Columbia, Canada. The Tara Property consists of one mineral claim and the property covers the Bull showings. We refer to this claim as the “Property” or the “Claim” throughout this Report. We acquired the Property for the cost of $5,000. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We have not generated revenue from mining operations. The Property is in good standing until May 20, 2014.

To date, we have purchased the Claim and completed a technical report on the Claim. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We plan to explore for minerals on the Property. The Property may not contain any mineral reserves and funds that we spend on exploration may be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will be required to expend substantial funds to bring our claim to production. Mr. Wilson A. Garduque, our sole officer and director, has not personally visited the Property but is relying upon his discussions with the geologist and recommendations based upon the geologist’s expertise and experience in mining operations in Western Canada.

There is no assurance that a commercially viable mineral deposit exists on our claim. We do not have any current plans to acquire interests in additional mineral properties, although we may consider such acquisitions in the future.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we must raise cash from sources other than the sale of minerals found on our property. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground.

Plan of Operation

Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain minerals for the purpose of discovering the presence of such minerals, if any, and its extent. There is no assurance that commercially viable minerals exist on the property underlying our British Columbia Claim, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. To date, we have not discovered an economically viable reserve on the property underlying our interests, and there is no assurance that we will discover one.

Exploration Plan

In October 2010, we engaged John Ostler; M.Sc., P. Geo., an independent professional mining geologist, to assess the Property for mineral occurrences.

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Mineral property exploration is typically conducted in phases. We have not yet commenced the initial phase of exploration on the Property; however, our consulting geologist recommends the exploration work based on the results from the most recent phase of technical and area review. Once we have completed each phase of exploration and analyzed the results, we will make a decision as to whether we will proceed with each successive phase. Our President will make this decision based upon the recommendations of John Ostler. Our goal in exploration of the Property is to ascertain whether it possesses economic quantities of polymetallic veins. We cannot assure you that any economical mineral deposits exist on the Property until appropriate exploration work is completed. Even if we complete our proposed exploration program on the Property and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

We do not intend to hire employees at this time. All of the work on the Property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.

A two-phase exploration program is recommended. The first phase comprises geological mapping and prospecting. If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching.

The first phase would consist of geological mapping and prospecting. Geological mapping involves plotting previous exploration data relating to a property area on a map in order to determine the best property locations to conduct subsequent exploration work. Prospecting involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization. The first phase is estimated to cost $25,894 (including taxes and contingencies).

According to Mr. Ostler, the subdued topography of the northern part of the property area would make soil geochemical and geophysical surveys most useful during a subsequent phase of work. Also during a second phase of exploration, mineral showings that were discovered during the first phase of mapping and prospecting should be trenched and sampled.

If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching. The cost of the second phase of exploration is estimated to cost $109,608.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we have no plans for any other business activity.

Results of Operations

We did not earn any revenues for the three months ended April 30, 2013 and from inception on October 5, 2010 to April 30, 2013. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

Comparison of three month periods ended April 30, 2013 and April 30, 2012

We incurred operating expenses in the amount of $4,525 for the three months ended April 30, 2013, which comprises of general and administrative expenses. For the three months ended April 30, 2012, we incurred a total operating expense in the amount of $11,295, which was comprised of general and administrative expenses. The decrease was attributed to a decrease in general and administrative expenses (mainly for professional fees).

Comparison of six month periods ended April 30, 2013 and April 30, 2012

For the six month periods ended April 30, 2013 and April 30, 2012, respectively, we incurred a loss of $7,025 and $17,659, respectively. The decrease was attributed to a decrease in general and administrative expenses (mainly for professional fees).

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From October 5, 2010 (inception) to April 30, 2013

We incurred total operating expenses in the amount of $76,765 from inception on October 5, 2010 through April 30, 2013. These operating expenses are comprised of general administrative expenses totaling $63,470 (mainly for professional fees), mineral property impairment of $5,000 and mineral property expenditures totaling $8,295.

Liquidity and Capital Resources

As at April 30, 2013, we had a cash balance of $0 and therefore we do not have sufficient cash resources for the next 12 months of operations.

For the six month period ended April 30, 2013, we used net cash of $3,150 in operations. Net cash used in operating activities decreased from $28,340 in the six month period ended April 30, 2012.  The decrease is largely a result of a reduction in our net loss from $17,659 for the six months ended April 30, 2012 to $7,025 for the six months ended April 30, 2013, and a change in cash flows from accounts payables and accrued liabilities from ($10,681) in the six month period ended April 30, 2012 to $3,875 for the six month period ended April 30, 2013.  We received net cash of $3,150 from financing activities, specifically proceeds from related party advances payables during the six month period ended April 30, 2013, compared to $38,000 from financing activities in the six month period ended April 30, 2012, which included $10,000 from proceeds from related party advances payables and $28,000 from proceeds from issuances of common stock.

During the period from inception on October 5, 2010 through April 30, 2013, we used net cash of $67,890 in operating activities, including a net loss of $76,765, net cash of $5,000 in investing activities, and we received net cash of $72,890 from financing activities, consisting of $22,890 from proceeds from related party advances payables and $50,000 from proceeds from issuances of common stock.

We do not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of our common stock, the sale of part of our interest in our mineral claims, or additional advances from directors and officers. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.

We do not have any financing arranged, and we cannot provide investors with any assurance that we will be able to raise sufficient funds from the sources noted above to fund Phase One or Phase Two. In the absence of such financing, our business will fail. Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

·

Our ability to raise additional funding;

·

The results of our proposed exploration programs on the mineral property, and;

·

Our ability to find joint venture partners for the development of our property interests.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program, and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

Going Concern Consideration

The report of our independent registered public accounting firm for the period ended October 31, 2012 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2013.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

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Significant Accounting Policies

The preparation of financial statements in conformity with United States generally accepted accounting principles (“U.S. GAAP”) requires management of our Company to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

The discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with U.S. GAAP.  We believe certain significant accounting policies affect our more significant judgments and estimates used in the preparation of the financial statements.  A description of our significant accounting policies is set forth in our Annual Report on Form 10-K for the year ended October 31, 2012.  As of, and for the three months ended April 30, 2013, there have been no material changes or updates to our critical accounting policies.  

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Forward Looking Statements

The information in this quarterly report 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 (the “Exchange Act”). These forward-looking statements involve risks and uncertainties, including statements regarding the Company’s capital needs, business strategy and expectations. 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 from time to time, in other reports 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. 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.

Item 3. Qualitative and Quantitative Disclosure about Market Risks

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.

We carried out an evaluation, under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design of our disclosure controls and procedures (as defined by Exchange Act Rules 13a-15(e) or 15d-15(e)) as of April 30, 2013, pursuant to Exchange Act Rule 13a-15. Based upon their evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of such period, our disclosure controls and procedures are not effective as of April 30, 2013 in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.  This conclusion is based on findings that constituted material weaknesses.  A material weakness is a deficiency, or a combination of control deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company’s interim financial statements will not be prevented or detected on a timely basis.

Management’s Report on Internal Control Over Financial Reporting

In performing the above-referenced assessment, our management identified the following material weaknesses:

i)

We have not achieved the optimal level of segregation of duties relative to key financial reporting functions.

ii)

We have insufficient quantity of dedicated resources and experienced personnel involved in reviewing and designing internal controls.  As a result, a material misstatement of the interim and annual financial statements could occur and not be prevented or detected on a timely basis.

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iii)

We did not perform an entity level risk assessment to evaluate the implication of relevant risks on financial reporting, including the impact of potential fraud related risks and the risks related to non-routine transactions, if any, on our internal control over financial reporting.  Lack of an entity-level risk assessment constituted an internal control design deficiency which resulted in more than a remote likelihood that a material error would not have been prevented or detected, and constituted a material weakness.

iv)

We did not have an audit committee or an independent audit committee financial expert.  While not being legally obligated to have an audit committee or independent audit committee financial expert, it is the management’s view that to have an audit committee, comprised of independent board members, and an independent audit committee financial expert is an important entity-level control over our financial statements.

Our management team will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and is committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

Changes in Internal Controls Over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the quarterly period ended April 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within any company have been detected.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company currently is not a party to any legal proceedings and, to the Company’s knowledge; no such proceedings are threatened or contemplated.

Item 1A. Risk Factors.

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

None.

Item 3. Default Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K.

Footnotes to Exhibits Index

 (1)

Incorporated by reference to the Registration Statement on Form S-1 dated December 16, 2010.

* Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

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