U.S.
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 December 31, 2010





OR





 ̈
            TRANSITION
      REPORT UNDER SECTION 13 OF 15(d) OF THE EXCHANGE ACT OF
    1934





From the
transition period from ____________ to ___________.





Commission
File Number 000-50541





Bering Exploration,
Inc.





(Exact
name of small business issuer as specified in its charter)




Oncolin
Therapeutics, Inc.





(Former
Name if Applicable)





Nevada
            
            88-0507007(State
      or other jurisdiction of
              incorporation
      or organization)
            
            (IRS
      Employer Identification Number)





710 North
Post Oak, Suite 410, Houston, Texas 77024





(Address
of principal executive offices)


(713)
780-0806


(Issuer's
telephone number)





Check
whether the issuer has (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports) and (2) has been
subject to such filing requirements for the past 90 days.





Yesx         No ̈





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





Large
      accelerated filer   ̈
            Accelerated
      filer    ̈Non-accelerated
      filer   ̈
            Smaller
      reporting company  x





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





As of
February 14, 2010 there were outstanding 23,882,763 shares of common stock,
$0.001 par value per share.










BERING
EXPLORATION, INC. AND SUBSIDIARIES


INDEX
TO FORM 10-QSB


December
31, 2010





Part
      I
                                          Financial
      InformationItem
      1.
                                          Financial
      StatementsCondensed
      Consolidated Balance Sheets (unaudited)December
      31, 2010 and March 31, 2010
                                          
                                          3Condensed
      Consolidated Statements of Operations (unaudited)Three
      and Nine Months Ended December 31, 2010 and 2009, andInception
      (May 9, 2007) through December 31, 2010
                                          
                                          4Condensed
      Consolidated Statements of Cash Flow (unaudited)Nine
      Months Ended December 31, 2010 and 2009, andInception
      (May 9, 2007) through December 31, 2010
                                          
                                          5Notes
      to Unaudited Condensed Consolidated Financial Statements
                                          
                                          6Item
      2.
                                          Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                                          
                                          8Item
      3.
                                          Quantitative
      and Qualitative Disclosures About Market Risk
                                          
                                          9Item
      4.
                                          Controls
      and Procedures
                                          
                                          9Part
      II
                                          Other
      InformationItem
      5.
                                          Exhibits
                                          
                                          10


2




PART
I.                FINANCIAL
INFORMATION





ITEM
      1.
            FINANCIAL
      STATEMENTS





BERING
EXPLORATION, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
CONSOLIDATED BALANCE SHEETS


(Unaudited)





December
      31, 2010
                
                
                March 31, 2010ASSETSCash
      and cash equivalents
                
                $
                2,122
                
                
                $
                14Total
      current assets
                
                
                2,122
                
                
                
                14Property
      and equipment, net
                
                
                1,641
                
                
                
                2,286Oil
      and Gas Properties – unproved
                
                
                32,000
                
                
                
                -Total
      assets
                
                $
                35,763
                
                
                
                2,300LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      liabilities:Accounts
      payable
                
                $
                128,719
                
                
                $
                222,460Accounts
      payable – related parties
                
                
                156,068
                
                
                
                144,122Accrued
      liabilities
                
                
                38,374
                
                
                
                37,600Convertible
      notes payable – related parties
                
                
                63,302
                
                
                
                -Notes
      payable – related parties
                
                
                93,966
                
                
                
                99,478Total
      current liabilities
                
                
                480,429
                
                
                
                503,660Total
      liabilities
                
                
                480,429
                
                
                
                503,660Shareholders
      deficit:Common
      stock, $.001 par value, 500,000,000 shares authorized; 23,882,763 and
      23,182,763 shares issued and outstanding at December 31, 2010 and March
      31, 2010, respectively
                
                
                23,883
                
                
                
                23,183Additional
      paid-in capital
                
                
                2,437,600
                
                
                
                2,321,214Deficit
      accumulated during the development stage
                
                
                (2,906,149
                )
                
                
                (2,845,757
                )Total
      shareholders’ deficit
                
                
                (444,666
                )
                
                
                (501,360
                )Total
      liabilities and shareholders' deficit
                
                $
                35,763
                
                
                $
                2,300





See
accompanying notes to unaudited condensed consolidated financial
statements.


3




BERING
EXPLORATION, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




Three Months Ended
                  December
      31,
                
                
                Nine Months Ended
                  December
      31,
                
                
                Inception
                  (May 9,2007)
                  to2010
                
                
                2009
                
                
                2010
                
                
                2009
                
                
                December
      31,
                  2010Revenue
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -Costs
      and expenses:Compensation
      and related expenses
                
                
                -
                
                
                
                -
                
                
                
                40,000
                
                
                
                -
                
                
                
                1,055,724Office
      administration
                
                
                798
                
                
                
                -
                
                
                
                8,878
                
                
                
                65
                
                
                
                29,948Professional
      fees
                
                
                20,594
                
                
                
                -
                
                
                
                49,084
                
                
                
                3,450
                
                
                
                941,715Investor
      relations
                
                
                2,721
                
                
                
                -
                
                
                
                3,377
                
                
                
                -
                
                
                
                295,821Merger
      expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                8,113Impairment
      of license agreement
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                80,100Acquisition
      costs of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                220,000Depreciation
      and amortization
                
                
                215
                
                
                
                257
                
                
                
                645
                
                
                
                772
                
                
                
                32,393Other
      expenses
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                292,026Total
      costs and expenses
                
                
                24,328
                
                
                
                257
                
                
                
                101,984
                
                
                
                4,287
                
                
                
                2,955,840Interest
      expense
                
                
                4,225
                
                
                
                2,402
                
                
                
                12,649
                
                
                
                7,180
                
                
                
                483,315Gain
      on settlement of debt
                
                
                (54,241
                )
                
                
                -
                
                
                
                (54,241
                )
                
                
                -
                
                
                
                (54,241
                )Gain
      on deconsolidated subsidiary
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (478,765
                )Net income
      / (loss)
                
                $
                25,688
                
                
                $
                (2,659
                )
                
                $
                (60,392
                )
                
                $
                (11,467
                )
                
                $
                (2,906,149)Net
      income (loss) per share:Basic
      and diluted
                
                $
                0.00
                
                
                $
                (0.00
                )
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average number of common shares outstanding – Basic and
      diluted
                
                
                23,882,763
                
                
                
                23,102,763
                
                
                
                23,882,763
                
                
                
                23,102,763





See
accompanying notes to unaudited condensed consolidated financial
statements.


4




BERING
EXPLORATION, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Nine Months Ended December
      31,
                
                
                Cumulative
                  from Inception
                  (May 9, 2007)
                  through2010
                
                
                2009
                
                
                December
      31, 2010Cash
      flows from operating activities:Net
      loss
                
                $
                (60,392
                )
                
                $
                (11,467
                )
                
                $
                (2,906,149
                )Adjustments
      to reconcile net loss to cash used in operating
activities:Depreciation
      and amortization
                
                
                645
                
                
                
                772
                
                
                
                23,504Amortization
      of deferred financing costs
                
                
                -
                
                
                
                -
                
                
                
                15,000Non-cash
      compensation expense relating to license agreement
                
                
                -
                
                
                
                -
                
                
                
                119,900Impairment
      of license agreement
                
                
                -
                
                
                
                -
                
                
                
                80,100Amortization
      of debt discount
                
                
                -
                
                
                
                -
                
                
                
                397,985Share-based
      compensation
                
                
                40,000
                
                
                
                -
                
                
                
                959,881Gain
      on settlement of debt
                
                
                (54,241
                )
                
                
                -
                
                
                
                (54,241
                )Expenses
      paid directly by shareholder
                
                
                57,790
                
                
                
                -
                
                
                
                57,790Non-cash
      acquisition of subsidiary
                
                
                -
                
                
                
                -
                
                
                
                220,000Changes
      in assets and liabilities:Other
      current assets
                
                
                -
                
                
                
                -
                
                
                
                15,750Accounts
      payable
                
                
                (16,289
                )
                
                
                (947
                )
                
                
                285,973Accounts
      payable – related parties
                
                
                11,946
                
                
                
                -
                
                
                
                139,568Accrued
      liabilities
                
                
                12,649
                
                
                
                7,180
                
                
                
                86,817Net
      cash used in operating activities
                
                
                (7,892
                )
                
                
                (4,462
                )
                
                
                (558,122
                )Cash
      flows from investing activities:Investment
      in option agreement
                
                
                -
                
                
                
                -
                
                
                
                (20,000
                )Property
      and equipment
                
                
                -
                
                
                
                -
                
                
                
                (5,145
                )Net
      cash used in investing activities
                
                
                -
                
                
                
                -
                
                
                
                (25,145
                )Cash
      flows from financing activities:Proceeds
      from notes payable – related parties
                
                
                25,000
                
                
                
                4,176
                
                
                
                252,176Repayment
      of notes payable
                
                
                (15,000
                )
                
                
                -
                
                
                
                (28,000
                )Proceeds
      from issuance of  common stock
                
                
                -
                
                
                
                -
                
                
                
                91,165Proceeds
      from exercise of stock options
                
                
                -
                
                
                
                -
                
                
                
                270,048Net
      cash provided by financing activities
                
                
                10,000
                
                
                
                4,176
                
                
                
                585,389Net
      change in cash
                
                
                2,108
                
                
                
                (286
                )
                
                
                2,122Cash
      and cash equivalents, beginning of period
                
                
                14
                
                
                
                300
                
                
                
                -Cash
      and cash equivalents, end of period
                
                $
                2,122
                
                
                $
                14
                
                
                $
                2,122Supplemental
      disclosures:Interest
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                5,633Income
      taxes paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -Non-cash
      financing activities:Discount
      on convertible notes
                
                $
                -
                
                
                $
                -
                
                
                $
                397,985Cancellation
      of stock certificate
                
                
                -
                
                
                
                -
                
                
                
                300Issuance
      of note payable for license agreement
                
                
                -
                
                
                
                -
                
                
                
                200,000Stock
      issued for prepaid investor relation services
                
                
                -
                
                
                
                -
                
                
                
                73,800Expenses
      paid directly by shareholder
                
                
                72,790
                
                
                
                
                
                
                
                72,790Forgiveness
      of debt by officer
                
                
                45,086
                
                
                
                -
                
                
                
                45,086Stock
      issued for purchase of Assets
                
                
                -
                
                
                
                
                
                
                
                32,000Conversion
      of notes payable to common stock
                
                
                -
                
                
                
                -
                
                
                
                414,568Convertible
      note payable issued to extinguish note payable
                
                
                -
                
                
                
                -
                
                
                
                63,302





See
accompanying notes to unaudited condensed consolidated financial
statements.


5




BERING
EXPLORATION, INC. AND SUBSIDIARIES


(A
DEVELOPMENT STAGE COMPANY)


NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


DECEMBER
31, 2010





Note
1.  Basis of Presentation





The
accompanying unaudited condensed consolidated financial statements of Bering
Exploration, Inc. (the "Company" or "Bering") have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and with the instructions to Form 10-Q and
Article 8-03 of Regulation S-X related to smaller reporting companies. These
condensed consolidated financial statements should be read in conjunction with
the audited financial statements and notes, which are included as part of the
Company's Form 10-K filed with the SEC on July 14, 2010.  In the opinion of
management, all adjustments, consisting only of normal recurring adjustments,
considered necessary for a fair presentation, have been included in the
accompanying unaudited consolidated financial statements.  Operating
results for the periods presented are not necessarily indicative of the results
that may be expected for the full year.  Notes to the condensed
consolidated financial statements which substantially duplicate the disclosure
contained in the audited consolidated financial statements for fiscal year ended
March 31, 2010 as reported in the 10-K have been omitted.





On May
19, 2010, the Board of Directors and the Majority Shareholders approved an
Amendment to our Amended and Restated Articles of Incorporation to change our
corporate name to Bering Exploration, Inc.(the “June Name Change”) and a
1-for-20 reverse split of our issued and outstanding Common Stock (the “Reverse
Split”).  The June Name Change was made in order to reflect the
Company’s focus on developing product candidates for the Chinese
markets.   As noted in our Form 14C filed with the SEC on June
12, 2010, the June Name Change and Reverse Split will become effective as of the
date of filing the reincorporation documents, with such date being referred to
as the “effective time.”   These filings have not been completed
and the June Name Change and Reverse Split have not become
effective.  Accordingly, the Company’s name remains Bering
Exploration, Inc.  The Company anticipates completing these filings
during the 3rd calendar
quarter of the year.





On July
31, 2010, the Board of Directors and the Majority Shareholders approved an
Amendment to our Amended and Restated Articles of Incorporation to change our
corporate name to Bering Exploration, Inc.  This name change and the
Reverse Split became effective on September 9, 2010.





Significant
accounting policies





Oil
and Natural Gas Properties


We
account for our oil and natural gas producing activities using the full cost
method of accounting as prescribed by the United States Securities and Exchange
Commission (SEC). Under this method, subject to a limitation based on estimated
value, all costs incurred in the acquisition, exploration, and development of
proved oil and natural gas properties, including internal costs directly
associated with acquisition, exploration, and development activities, the costs
of abandoned properties, dry holes, geophysical costs, and annual lease rentals
are capitalized within a cost center on a country by country basis.  Costs
of production and general and administrative corporate costs unrelated to
acquisition, exploration, and development activities are expensed as
incurred.


Costs
associated with unevaluated properties are capitalized as oil and natural gas
properties but are excluded from the amortization base during the evaluation
period. When we determine whether the property has proved recoverable reserves
or not, or if there is an impairment, the costs are transferred into the
amortization base and thereby become subject to amortization.  We
evaluate unevaluated properties for impairment at least annually.





Capitalized
costs included in the amortization base are depleted using the units of
production method based on proved reserves.  Depletion is calculated
using the capitalized costs included in the amortization base, including
estimated asset retirement costs, plus the estimated future expenditures to be
incurred in developing proved reserves, net of estimated salvage
values.





The net
book value of all capitalized oil and natural gas properties within a cost
center, less related deferred income taxes, is subject to a full cost ceiling
limitation which is calculated quarterly.  Under the ceiling
limitation, costs may not exceed an aggregate of the present value of future net
revenues attributable to proved oil and natural gas reserves discounted at
10 percent using current prices, plus the lower of cost or market value of
unproved properties included in the amortization base, plus the cost of
unevaluated properties, less any associated tax effects.  Any excess
of the net book value, less related deferred tax benefits, over the ceiling is
written off as expense. Impairment expense recorded in one period may not
be reversed in a subsequent period even though higher oil and gas prices may
have increased the ceiling applicable to the subsequent period.




Sales or
other dispositions of oil and natural gas properties are accounted for as
adjustments to capitalized costs, with no gain or loss recorded unless the ratio
of cost to proved reserves would significantly change.


6




Asset
Retirement Obligation


We record
the fair value of an asset retirement cost, and corresponding liability as part
of the cost of the related long-lived asset and the cost is subsequently
allocated to expense using a systematic and rational method. We record an
asset retirement obligation to reflect our legal obligations related to future
plugging and abandonment of our oil and natural gas wells and gas gathering
systems. We estimate the expected cash flow associated with the obligation
and discount the amount using a credit-adjusted, risk-free interest
rate. At least annually, we reassess the obligation to determine whether a
change in the estimated obligation is necessary. We evaluate whether there
are indicators that suggest the estimated cash flows underlying the obligation
have materially changed. Should those indicators suggest the estimated
obligation may have materially changed on an interim basis (quarterly), we will
accordingly update its assessment. Additional retirement obligations increase
the liability associated with new oil and natural gas wells and gas gathering
systems as these obligations are incurred.





Revenue
Recognition


We
recognize oil and gas revenue from interests in producing wells as the oil and
gas is sold. Revenue from the purchase, transportation, and sale of natural gas
is recognized upon completion of the sale and when transported volumes are
delivered. We recognize revenue related to gas balancing agreements based on the
entitlement method.




Note
2.  Going Concern





These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business.  The Company has not generated revenue
since its inception and is unlikely to generate earnings in the immediate or
foreseeable future.  The continuation of the Company as a going
concern is dependent upon the continued financial support from its shareholders
and the ability of the Company to obtain necessary equity financing to continue
operations and the attainment of profitable operations.  As of
December 31, 2010, the Company has a working capital deficit of $478,307, which
raises substantial doubt regarding the Company's ability to continue as a going
concern.  These financial statements do not include any adjustments to
the recoverability and classification of recorded asset amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.




Note 3. Related Party
Transactions





During
the nine months ended December 31, 2010, a director advanced the Company
$25,000 for working capital purposes.  The advances do not bear
interest and have no specified date of repayment.





In April
2010, the company amended a note payable in the amount of $63,302 to the chief
executive officer to include a conversion feature which would allow the holder
to convert the note payable and associated accrued interest into shares of the
Company’s common stock at a conversion rate of $1.00 per share. The convertible
note payable is due upon demand and has an interest rate of 10% per
annum.





The
addition of a substantive conversion feature is deemed to be a significant
modification of the debt, which requires the transaction to be accounted for as
an extinguishment of debt. Accordingly, the new debt was recorded at its fair
value. No gain or loss was recognized on this modification. In addition, the
company evaluated the conversion feature under ASC 815 and determined that is
was not a derivative.





Note
4.  Gain on Settlement of Debt





On
December 13, 2010, the Company settled certain debt and accrued interest for
$15,000, and recorded a $54,241 gain on settlement of debt. No further amounts
are due under the settlement agreement.





Note
5.  Common Stock





In April
2010, the Company issued 500,000 shares of the Company’s common stock as bonus
to the chief executive officer.  The common stock had a fair value of
$40,000 on the date of the grant based off the quoted market price of the common
stock on the date of issuance.





On May
18, 2010, the shareholders approved a 1-for-20 reverse split for the company
outstanding common stock. All share and per share amounts herein have been
retroactively restated to reflect this stock split.





In August
2010, the Company issued 200,000 shares of the Company’s common stock in
exchange for a 5% back end after payout working interest in an oil and gas
drilling prospect located in South Texas.  The common stock had a fair
market value of $32,000 on the date of the agreement.





On
December 31, 2010, an officer of the company forgave $45,086 of outstanding
payables. The original payables were recorded for services performed. This
forgiveness of debt was recorded as additional paid-in-capital.





Note
6.  Subsequent Event





In
January 2011, the Company issued notes payable in the amount of
$123,690.  The notes bear interest at 10% per annum and are due on
December 31, 2011.


7




ITEM
      2.
            MANAGEMENTS
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS





The
following discussion and analysis of the Company’s financial condition as of
December 31, 2010 and 2009, and its results of operations for the three and nine
months ended December 31, 2010 and 2009, and for period inception (May 9, 2007)
through December 31, 2010, should be read in conjunction with the audited
consolidated financial statements and notes included in Bering’s Form 10-K for
the year ended March 31, 2010, filed with the Securities and Exchange
Commission.





Overview





In July
2010, the Company determined to primarily focus its business on the exploration,
acquisition, development, production and sale of natural gas, crude oil and
natural gas liquids from conventional reservoirs within the United
States.   We have a 5% back end after payout working interest in a
single well being drilled in South Texas, along the Texas Gulf
Coast.





In
addition, the Company owns 25% of Intertech Bio, which is developing products to
treat cancer, infectious diseases and other medical conditions associated with
compromised immune systems.  The Company is not actively involved in
the management of Intertech Bio.





Results
of Operations – Inception (May 9, 2007) to December 31, 2010





The
Company has had no revenue for period from inception (May 9, 2007) through
December 31, 2010.





The
Company’s expenses were $2,955,840 since inception, which were primarily
comprised of compensation and related expenses of $1,055,724, professional fees
of $941,715, investor relations expenses of $295,821, and other miscellaneous
expenses of $582,480. In addition, we had $483,315 of interest expense since
inception.





Included
in the foregoing expenses, the Company performed an impairment test on the
carrying value of the license agreement it had acquired from Secure Voice
Communications, Inc. (Florida) and determined that an impairment charge for the
full carrying value of $80,100 was warranted.  In connection with the
license agreement acquisition, Secure Voice Communications, Inc. (Texas) issued
a promissory note to Secure Voice Communications, Inc. (Florida) in the
principal amount of $200,000.  This amount exceeded the estimated fair
value of the license agreement of $80,100 and the excess amount of $119,900 was
charged to compensation expense.





In
November 2007, the Company issued 500,000 shares of its restricted common stock
to the shareholders of Intertech Bio Corporation for 100% of the capital stock
of Intertech Bio, with Intertech Bio becoming a wholly-owned subsidiary of the
Company.  Based upon the fair market value on the date of acquisition,
the Company valued the common stock issued at $220,000 and charged the entire
amount to acquisition costs during the quarter ended June 30, 2008.





On
December 13, 2010, the Company settled certain debt and accrued interest for
$15,000, and recorded a $54,241 gain on settlement of debt. No further amounts
are due under the settlement agreement.





As a
result of the foregoing, the Company’s net loss for the period inception (May 9,
2007) through December 31, 2010 was $2,906,149.





Comparison
of Three Months Ended December 31, 2010 and 2009.





The
Company has had no revenue for the three months ended December 31, 2010 and
2009.





The
Company’s expenses increased from $2,659 for three months ended December 31,
2009 to $28,553 for three months ended December 31, 2010.  The
increase of $25,894 was mainly due to $20,594 in professional fees, $1,823 in
interest expense, and $2,721 in investor relations. In addition, the
Company recognized a gain realized upon the settlement of debt in the amount of
$54,241.





As a
result of the foregoing, the Company’s net income for the three months
ended December 31, 2010 was $25,688 and the net loss for the three months ended
December 31, 2009 was $2,659.





Comparison
of Nine Months Ended December 31, 2010 and 2009.





The
Company has had no revenue for the nine months ended December 31, 2010 and
2009.





The
Company’s expenses increased from $11,467 for the nine months ended December 31,
2009 to $114,633 for the nine months ended December 31,
2010.  The increase of $103,166 was mainly attributed to compensation
expense of $40,000, $43,084 in professional fees, interest expense of
$12,649, $3,377 in investor relations and the gain realized upon the
settlement of debt in the amount of $54,241.





As a
result of the foregoing, the Company’s net loss for the nine months ended
December 31, 2010 and 2009 was $60,392 and $11,467,
respectively.


8





Liquidity
and Capital Resources





As of
December 31, 2010, the Company had cash in non-restrictive accounts of $2,122
and negative working capital of $478,307.




Net cash
used in operating activities for the nine months ended December 31, 2010 and
2009 was $7,892 and $4,462, respectively.





For the
nine months ended December 31, 2010 and 2009, cash provided by financing
activities totaled $10,000 and $4,176, respectively.





In
January 2011, the Company issued notes payable totaling $123,690, which we
believe will be sufficient to fund the Company’s operations for the next twelve
months.  The Company can provide no assurance that it will be
successful in seeking additional capital or financing, and the failure to obtain
any such financing may cause it to curtail its operations in the future.




ITEM
      3.
            QUANTITATIVE
      AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





Pursuant
to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to
provide the information required by this Item as it is a “smaller reporting
company,” as defined by Rule 229.10(f)(1).




ITEM
      4.
            CONTROLS
      AND PROCEDURES





(a)
            Evaluation
      of Disclosure Controls and
Procedures





As of the
end of the period covered by this Quarterly Report on Form 10-Q, we conducted an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”) of our disclosure controls and procedures (as defined in Rules13a-15(e)
and 15d-15(e) under the Exchange Act). Based on this evaluation, the CEO and CFO
concluded that our disclosure controls and procedures were not effective as of
December 31, 2010 due to a lack of segregation of duties and an overreliance on
consultants in the accounting and financial reporting process.




(b)
            Changes
      in Internal Controls Over Financial
Reporting





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


9




PART
II.  OTHER INFORMATION




ITEM
6. EXHIBITS





Exhibit No.
            
            Description31.1
            
            Certification
      of J. Leonard Ivins.31.2
            
            Certification
      of Steven M. Plumb32.1
            
            Certification
      for Sarbanes-Oxley Act of J. Leonard Ivins.32.2
            
            Certification
      for Sarbanes-Oxley Act of Steven M.
Plumb


10




SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) 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




BERING
      EXPLORATION, INC.By:
                    /s/
      J. Leonard IvinsJ.
      Leonard Ivins, Chief Executive OfficerDate:
      February 14, 2011





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.




Signature
              Title
              Date/s/J.
      Leonard Ivins
              Chief
      Executive Officer and
              February
      14, 2011J.
      Leonard Ivins
              Chairman
      of the Board/s/Steven
      M. Plumb
              Principal
      Financial and
              February
      14, 2011Steven
      M. Plumb
              Accounting
      Officer


11