UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(MARK ONE)

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

For the quarterly period ended April 30, 2014

OR

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

For the transition period from ___________ to ___________

Commission File No. 333-179212

PUGET TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

401 East Las Olas Blvd., Suite 1400

Fort Lauderdale, FL 33301

(Address of principal executive offices, zip code)

(954) 332-2471

 (Registrant’s telephone number, including area code)

 (Former name, former address and former fiscal year,

if changed since last report)

Indicate by check mark whether the issuer (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes o  No x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (check one):

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

As of April 30, 2014 there were 42,520,000 shares of common stock, $0.001 par value per share, outstanding.

XBRL EXPLANATORY NOTE

Pursuant to Rule 406T of Regulation S-T, the XBRL files contained in Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

PUGET TECHNOLOGIES INC.

(A Development Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED APRIL 30, 2014

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Puget Technologies Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of housing prices, the possibility that we will not receive sufficient customers to grow our business, the Company’s need for and ability to obtain additional financing and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

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PART I. FINANCIAL INFORMATION

ITEM   1.   FINANCIAL STATEMENTS.

See accompanying notes to these financial statements.

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See accompanying notes to these financial statements.

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See accompanying notes to these financial statements.

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1. ORGANIZATION AND BUSINESS OPERATIONS

PUGET TECHNOLOGIES, INC. (“the Company”) was incorporated under the laws of the State of Nevada, U.S. on March 17, 2010. Our business is developing and selling leading edge consumer oriented products ready for rapid commercialization. Much of our resources are dedicated to research and development in order to provide consumers with quality options while meeting the expectations of its investors. The Company is in the development stage as defined under Accounting Codification Standard, Development Stage Entities (“ASC-915”). The Company has generated $58,815 in revenue to date and consequently its operations are subject to all risks inherent in the establishment of a new business enterprise. For the period from inception on March 17, 2010 through April 30, 2014 the Company has accumulated losses of $654,571.

Weistek USA

On February 5, 2014, the Company formed Weistek USA, a Colorado corporation, in preparation for the distribution and sales of its high performance 3D printer in the U.S. consumer market. This new division will pursue the rapidly expanding 3D printing marketplace and in preparation of its business purpose, on February 3, 2014, the Company filed for trademarks related to its SnapSearch℠ app and PrintSnaptic℠ platform with the U.S. Patent and Trade Office. The Company is developing these supporting technologies that will extend the usefulness of the My3DP personal printer by leveraging the growing interest in personal 3D printing for crafting, jewelry, and domestic goods.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Development Stage Company

The Company is a development stage company as defined by FASB ASC 915-10-20. Although the Company has recognized a nominal amount of revenue from inception, it is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not fully commenced.

Principles of Consolidation

The accompanying consolidated financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its subsidiaries. The accompanying consolidated financial statements include the active entity of Puget Technologies, Inc. and its wholly owned subsidiary Weistek USA. The Company has relied upon the guidance provided by FASB ASC Topic NO.810-10-15-3.

Going Concern 

The financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $654,571 as of April 30, 2014 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and or private placement of common stock.

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Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. The Company had $85,761 and $13,572 cash and $0 cash equivalents as of April 30, 2014 and October 31, 2013.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period.

The Company’s significant estimates and assumptions include the fair value of financial instruments; revenue recognized or recognizable; sales returns and allowances; income tax rate, income tax provision; and the assumption that the Company will be a going concern.  Those significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to those estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Foreign Currency Translation

 The Company's functional currency and its reporting currency is the United States dollar.

Fair Value of Financial Instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels.  The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable.

The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.  If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument.

The carrying amounts of the Company’s financial assets and liabilities, such as cash, income tax payable and accrued expenses, approximate their fair values because of the short maturity of these instruments.

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Transactions involving related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

It is not, however, practical to determine the fair value of advances from stockholder, if any, due to their related party nature.

Stock-based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options.

Income Taxes

The Company follows Section 740-10-30 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns.  Under this method, deferred tax assets and liabilities are based on the differences 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.  Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  

Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.  The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement.  Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

Inventory

Inventories are stated at the lower of cost or market. The cost for inventories is determined using the first-in, first-out method. The cost includes all expenditures incurred in bringing the goods to the point of sale and putting them in a sellable condition. In assessing the ultimate realization of inventories, the management makes judgments as to future demand requirements compared to current or committed inventory levels. The Company estimates the demand requirements based on market conditions, forecasts prepared by its customers, sales contracts and orders in hand. In addition, the Company estimates net realizable value based on intended use, current market value and inventory aging analyses. The Company writes down inventories for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventories and their estimated market value based upon assumptions about future demand and market conditions.  Inventory as of April 30, 2014 consisted solely of high performance 3D printers.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to the unrecognized tax liabilities or benefits pursuant to the provisions of FASB ASC 740-10-25 for the year ended January 31, 2014.

Basic and Diluted Loss Per Share

The Company computes loss per share in accordance with “ASC-260”, “Earnings per Share” which requires presentation of both basic and diluted earnings per share on the face of the statement of operations. Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive.

The Company has no potential dilutive instruments and accordingly basic loss and diluted loss per share are equal.

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Fiscal Periods

The Company's fiscal year end is October 31.

Recent accounting pronouncements

We have reviewed all the recent accounting pronouncements issued to date of the issuance of these financial statements, and we do not believe any of these pronouncements will have a material impact on the company.

Advertising

The Company follows the policy of charging the costs of advertising to expenses incurred. The Company incurred $222,532 in advertising costs during the period March 17, 2010 (inception) to January 31, 2014.

3. COMMITMENTS AND CONTINGENCIES

Effective August 9, 2013, the Company entered into a Master Credit Agreement whereby Shield Investments, Inc. has agreed to make advances to the Company in an amount not to exceed $1,250,000 in the aggregate.  Each advance will bear an interest rate of 12% annually and principle and interest accrued are payable one year after the date of indebtedness.  The Agreement is not a revolving line of credit and monies borrowed cannot be borrowed, repaid, and re-borrowed.  As of April 30, 2014, the Company owed $670,737 which includes $650,000 in principle and $20,737 in accrued interest.

On October 3, 2013, the Company entered into a Consulting Agreement with Kenneth Morrow to assist the Company with business development and growth plans.  The Company has agreed to monthly compensation for one year, payable in the amount of $5,000 and 5,000 restricted common shares of the Company.

On March 9, 2014, the Company entered into a Premier Dealer and Servicing Agreement with Shenzhen Weistek Co. Ltd, a Chinese corporation,  in which Weistek USA was appointed as dealer and service provider of the entire line of 3D Printer products and related accessories manufactured and sold by Shenzhen Weistek Co.  Other dealers or product sellers may be appointed for the United States territory, but Weistek, USA, Inc. will be the exclusive after-sales service provider for the United States territory as long as Contract is in force.

4. COMMON STOCK

The authorized capital of the Company is 110,000,000 common shares; par value $0.001 per share.

On October 01, 2010, the Company issued 3,000,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $3,000..

During the month of July 2012, the Company issued 300,000 shares of common stock at a price of $0.04 per share for total cash proceeds of $12,000.

Effective May 15, 2013, and pursuant to a private transaction, 2,450,000 shares were returned to the Company’s treasury for a value of $2,450.

On July 3, 2013, the Company’s Board of Directors authorized a forward stock split of 50 for 1.  Prior to the forward split, the Company had 850,000 common shares outstanding.  As a result of the dividend, the Company now has 42,500,000 shares of common stock outstanding.

Pursuant to a Rescission of Share Exchange Agreement, effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned 15,000,000 shares of the Company’s stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.   The Company paid $25K in consideration to Mr. Leyland and as a result, the Company recorded a decrease to paid-in capital of $10,000.

As of January 31, 2014, and pursuant to a Consulting Agreement, the Company had accrued 20,000 shares of restricted common stock payable.  These shares have been authorized but not issued.  The Company has recorded a consulting expense of $21,300 and recorded these as a stock subscription.  As of April 30, 2014, the Company had issued these 20,000 shares.

5. RELATED PARTY TRANSACTIONS

On October 01, 2010, the Company sold 3,000,000 shares of common stock at a price of $0.001 per share to its director.

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On May 31, 2013, the Company appointed Ronald Leyland as a Director and President.  Concurrent with Mr. Leyland’s appointment, Andre Troshin resigned as President, Secretary, Treasurer and a Director, resulting with Mr. Leyland as the sole officer and director of the Company.

On September 2, 2013, the Company, B-29 ENERGY INC., and Ronald Leyland, sole director, president, and registered holder of 100% of the shares of B-29 and Chairman and Chief Executive Officer of the Company, entered into a share exchange agreement whereby the Company acquired all of the issued and outstanding common stock of B-29 held by the Shareholder (100 shares) and, in exchange, issued 15,000,000 shares of the Company’s common stock to the Shareholder of B-29. As a result, the shareholder now holds 35.2% of the capital stock of the Company. At the same time as the issuance of the above, current Company shareholder, Allanwater Enterprises Corp., will surrender 15,000,000 shares of the Company’s common stock which the Company will then cancel.  The result is a zero net increase in the issued and outstanding shares of the Company as a result of the share exchange transaction.

As of October 31, 2013 the total amount unpaid to related parties was $660. The loan is non-interest bearing, due upon demand and unsecured.

On March 23, 2014, the Board of Directors appointed Gary J. Valentine as a Director, CEO and President of the Company.  Concurrent with Mr. Valentine’s appointment, Ronald Leyland resigned as President, Secretary, Treasurer and a Director of the Company, which leaves Mr. Valentine as the sole officer and director of the Company.

As of April 30, 2014 the total loan amount unpaid to a shareholder was $817.  The loan is non-interest bearing, due upon demand and unsecured.

As of April 30, 2014 the total loan amount unpaid to a consultant was $50,000. The loan is non-interest bearing, due upon demand and unsecured.

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6.

CONSOLIDATED FINANCIAL STATEMENTS

Following is the supplemental information for the consolidated statements as of April 30, 2014:

April 30, 2014

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Six months ended April 30 2014

7.

RESTATEMENT OF FINANCIAL STATEMENTS

Restatement number 1:

On September 2, 2013, the Company, B-29 ENERGY INC., a Colorado corporation (“B-29”), and Ronald Leyland, sole director, president, and registered holder of 100% of the shares of B-29 (the “Shareholder”) and Chairman and Chief Executive Officer of the Company, entered into share exchange agreement whereby the Company acquired all of the issued and outstanding common stock of B-29 held by the Shareholder (100 shares) and, in exchange, issued 15,000,000 shares of the Company to the Shareholder (Shareholder now holds 35.2% of the capital stock of the Company).

At the same time as the issuance of the above 15,000,000 Company shares to Shareholder, current shareholder Allanwater Enterprises Corp. surrendered its 15,000,000 shares which were cancelled, resulting in a zero net increase in the issued and outstanding shares of the Company as a result of the issuance in the share exchange transaction.

Pursuant to a Rescission of Share Exchange Agreement, effective March 24, 2014, Mr. Ronald Leyland, former president and director, returned his 15,000,000 Shares of Company stock to the Company and the Company returned 100% of B-29 Energy, Inc. shares that were acquired under the Share Exchange Agreement executed on September 2, 2013 to Mr. Leyland.  The Company’s financial statements for the period have been restated to reflect the retro-application of the Rescission of Share Exchange Agreement. As a result and therefore, the Company has recorded common stock receivable in the amount of $15,000 as of October 31, 2013.

The following reflects the retro-application of the Rescission of Share Exchange Agreement and the restatement of the Company’s financial statements for the period ended October 31, 2013:

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Restatement number 2:

The financial statements have been revised to correct an error in accounting for the Company’s common stock, shares outstanding, additional paid in capital, retained deficit, operating expenses and other expenses.  In accordance with applicable Generally Accepted Accounting Principles (GAAP), the Company calculated and recognized adjustments accordingly.

The following table represents the effects of the subsequent and first restated statements as of January 31, 2014:

8. SUBSEQUENT EVENTS

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. Management has determined that there are no material subsequent events that have occurred up to the date of the filing of this Report.

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ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the financial statements of Puget Technologies Inc., a Nevada corporation (the “Company”), and development-stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the October 31, 2013 audited financial statements and related notes included in the Company’s Amendment No. 1 to Form 10-K (File No. 333-179212; the “Form 10-K”), as filed with the Securities and Exchange Commission on February 14, 2013.  Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

The Company was incorporated in the State of Nevada on March 17, 2009 and established a fiscal year end of October 31.  It is a development-stage Company.

PLAN OF OPERATION

Plan of Operation

Our current cash balance is $85,761.  Our cash balance along with anticipated revenue from sales may not be sufficient to cover the expenses we will incur during the next twelve months.

Our business is to develop and sell leading edge consumer oriented products ready for rapid commercialization.  We have generated revenues of $58,815 since inception. To date our principal business activities related to our entry into the additive manufacturing industry consist of creating a business plan, entering into a Memorandum of Understanding with Shenzhen Weistek Technology Co., Ltd., a Chinese company, which is an established manufacturer of leading edge additive manufacturing equipment and supplies.  We are in the process of negotiating our definitive agreements with Shenzhen Weistek related to the formation and operation of Weistek

USA, a newly formed venture intended to be the distributor and manufactures representative for Weistek products in the United States.

When we begin accepting orders for Weistek USA products via the http://www.WeistekUSA.com our customers will be asked to 100% prepay for the products. Customers will have three options to pay for our products: by credit card, by wire transfer or by sending a check/money order.  If customer decides to pay by check/money order, then we apply a certain amount of days before shipping to have the check/money order cleared. Customers are responsible to cover the shipping costs. Shipping costs are added automatically to a customer’s final bill.

Milestones

We plan on accomplishing the following milestones during the next twelve months:

Completion of Definitive Agreements with Shenzhen Wesitek Ltd.

Time Frame: 1-2 months

We are in the process of negotiating our definitive agreements with Shenzhen Weistek related to the formation and operation of Weistek USA, a newly formed venture intended to be the distributor and manufactures representative for Weistek products in the United States.

Release Beta models of Weistek USA Product Line for Testing and Evaluation.

Time Frame: 1-2months.

We have already begun internal testing procedures on prototype units delivered by Shenzhen Wesitek.  We anticipate in the next 30-45 days that we will release Beta units for testing to selected 3^rd party testers.  The results by our beta testing program will allow us to continue working with Shenzhen Weistek to upgrade and improve their products with an eye to usability and reliability in the US market.

Launch Retail Sales via http://www.WeistekUSA.com.

Time Frame: 2-3 months.

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We have already launched the website for Weistek USA at http://www.WeistekUSA.com.  We are in the process of making enhancements to the website that will ultimately allow for interested customers to sign up for our waiting list, pre-order product, and ultimately complete the sale of our products and supplies.

Continue Product Enhancement and New Product Launches.

Time Frame: 1st-12th months.

Our engineering and design teams will continue to work with Shenzen Wesitek to further enhance and refine their products with a goal of providing products and solutions that will provide industry leading reliability and usability.  At the same time we will focus significant resources on the development of additional products which we feel are ready for rapid commercialization.

Even if we are able to establish a sufficient sales volume at the end of the twelve-month period, there is no guarantee that we will be able to attract and more importantly retain enough customers to justify our expenditures.  If we are unable to generate a significant amount of revenue and to successfully protect ourselves against those risks, then it would materially affect our financial condition and our business could be harmed.

RESULTS OF OPERATIONS

Three-Month Periods Ending April 30, 2014 and 2013

We recorded no revenue for the three months April 30, 2014, and 2013. From the period of March 17, 2010 (inception) to April 30, 2014, we recorded $58,815 of revenue and a loss of $4,946 after cost of sales.

For the three months ending April 30, 2014, operating expenses were $264,807 and consisted of $69,167 of legal and professional fees, $163,809 for marketing, and $31,794 of other general and administrative expenses.   For the three months ending April 30, 2013, we had $14,649 in operating expenses resulting in a net loss of $14,649.

Six-Month Periods Ending April 30, 2014 and 2013

We recorded no revenue for the six months April 30, 2014, and $32,275 of revenue for the six months ended April 30, 2013. From the period of March 17, 2009 (inception) to April 30, 2014, we recorded $58,815 of revenue and a loss of $4,946 after cost of sales.

For the six months ending April 30, 2014, operating expenses were $449,127 and consisted of $140,957 of legal and professional fees, $211,303 for marketing, $7,652 for research and development, and $89,215 of other general and administrative expenses.   For the six months ending April 30, 2013, we had $13,409 in operating expenses resulting in a net loss of $13,409.

From the period of March 17, 2009 (inception) to April 30, 2014, the Company has incurred a net loss of $654,571 from inception.

Liquidity and Capital Resources

At April 30, 2014, we had a cash balance of $85,761.   We do not have sufficient cash on hand to commence our 12-month plan of operation or to fund our ongoing operational expenses beyond 12 months.  We will need to raise funds to commence our development program and fund our ongoing operational expenses.  Additional funding will likely come from equity financing from the sale of our common stock, if at all. 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 funding from the sale of our common stock to fund our development activities and ongoing operational expenses. In the absence of such financing, our business will likely fail.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our development of our minerals claims and our business will fail.

Subsequent Events

The Company has evaluated all events that occurred after the balance sheet date through the date when the financial statements were issued to determine if they must be reported. Management has determined that there are no material subsequent events that have occurred up to the date of the filing of this Report.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report.  Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared.  Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective as of April 30, 2014.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings.  From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant.  There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a)  Exhibits required by Item 601 of Regulation SK.

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*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1, as amended (File No. 333-179212), as filed with the Securities and Exchange Commission on January 27, 2012.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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.

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