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|U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
Amendment No. 1



Mark One

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



For the quarterly period ended January 31, 2011

[   ]  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. 333-167217





AURUM RESOURCES CORP.

(Exact name of registrant as specified in its charter)





|                                                                      |                                                          |                                                
|--------------------------------------------------------------------- | -------------------------------------------------------- | -----------------------------------------------
|Nevada
(State or Other Jurisdiction of Incorporation or Organization) | 1300
(Primary Standard Industrial Classification Number) | 68-0678790
(IRS Employer
Identification Number)







1516 E. Tropicana Ave., Suite 155

Las Vegas, Nevada 89119

Tel: (702) 430-1720
Fax: (702) 577-0339



(Address, including zip code, and telephone number,

including area code, of registrants principal executive offices)

____________________________



Indicate by checkmark whether the issuer: (1) has 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.   Yes [X ]   No[   ]



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Indicate by check mark whether the registrant is a large accelerated filed, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [  ] Accelerated filer [   ] Non-accelerated filer [   ] Smaller reporting company [X]

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

Applicable Only to Issuer Involved in Bankruptcy Proceedings During the Preceding Five Years.

N/A

Indicate by checkmark whether the issuer has filed all documents and reports required to be filed by Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the distribution of securities under a plan confirmed by a court.  Yes[   ]  No[   ]

Applicable Only to Corporate Registrants

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the most practicable date:

|                     |                                    
|-------------------- | -----------------------------------
|Class                | Outstanding as of February 11, 2011
|Common Stock, $0.001 | 3,470,000                          





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AURUM RESOURCES CORP.



|       |                                                                                       |   
|------ | ------------------------------------------------------------------------------------- | --
|       |                                                                                       |   
|PART 1 | FINANCIAL INFORMATION                                                                 | 4 
|ITEM 1 | Financial Statements (Unaudited)                                                      | 4 
|       | Report of Independent Registered Public Accounting Firm                               | 4 
|       | Balance Sheets                                                                        | 5 
|       | Statements of Operations                                                              | 6 
|       | Statements of Cash Flows                                                              | 7 
|       | Notes to Financial Statements                                                         | 8 
|ITEM 2 | Managements Discussion and Analysis of Financial Condition and Results of Operations | 11
|ITEM 3 | Quantitative and Qualitative Disclosures About Market Risk                            | 14
|ITEM 4 | Controls and Procedures                                                               | 14
|PART 2 | OTHER INFORMATION                                                                     | 15
|ITEM 1 | Legal Proceedings                                                                     | 15
|ITEM 2 | Unregistered Sales of Equity Securities and Use of Proceeds                           | 15
|ITEM 3 | Defaults Upon Senior Securities                                                       | 15
|ITEM 4 | Submission of Matters to a Vote of Security Holders                                   | 15
|ITEM 5 | Other Information                                                                     | 15
|ITEM 6 | Exhibits                                                                              | 16









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PART 1   FINANCIAL INFORMATION





Chang G. Park, CPA, Ph. D.

t2667 CAMINO DEL RIO SOUTH PLAZA BtSAN DIEGOtCALIFORNIA 92108-3707t

tTELEPHONE (858)722-5953tFAX (858) 761-0341tFAX (858) 433-2979

tE-MAILchanggpark@gmail.comt

________________________________________________________________________________________



Report of Independent Registered Public Accounting Firm





To the Board of Directors of

Aurum Resources Corp.



We have reviewed the accompanying balance sheet of Aurum Resources Corp. (An Exploration Company)(the Company) as of January 31, 2011, and the related statements of operations, and cash flows for the three and nine months ended January 31, 2011, and for the period from May 22, 2009 (inception) through January 31, 2011. These financial statements are the responsibility of the Companys management.



We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States).  A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters.  It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board, the objective of which is the expression of an opinion regarding the financial statements taken as a whole.  Accordingly, we do not express such an opinion.



Based on our review, we are not aware of any material modifications that should be made to the financial statements referred to above for them to be in conformity with U.S. generally accepted accounting principles.



The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  Because of the Companys current status and limited operations there is substantial doubt about its ability to continue as a going concern.  Managements plans in regard to its current status are also described in the Notes 2 to financial statements.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.







/s/Chang G. Park__

Chang G. Park, CPA



February 7, 2011

San Diego, California



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|                                                                           |                                                                                                   |                       |                     |  | 
|-------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------- | --------------------- | ------------------- |  | 
|AURUM RESOURCES CORP.
(An Exploration Stage Company)
Balance Sheets       
|                                                                           | January 31,
2011
(unaudited)                                                                      | April 30,
2010       
|Assets                                                                     |                                                                                                   |                      
|Current Assets                                                             |                                                                                                   |                      
|                                                                           | Cash                                                                                              | $              25,314 | $             5,126
|Total  Current Assets                                                      | 25,314                                                                                            | 5,126                
|Other Non-Current Assets                                                   |                                                                                                   |                      
|                                                                           | Working Interest in Oil Project                                                                   | 10,000                | -                  
|Total Other Non-Current Assets                                             | 10,000                                                                                            | -                    
|Total  Assets                                                              | $             35,314                                                                              | $             5,126  
|                                                                           |                                                                                                   |                      
|Liabilities and Stockholders Equity (Deficit)                            
|                                                                          
|Liabilities                                                               
|                                                                           | Loan from director                                                                                | $              16,051 | $          3,225   
|Total liabilities                                                          | 16,051                                                                                            | 3,225                
|                                                                           |                                                                                                   |                      
|Stockholders Equity                                                      
|                                                                          
|                                                                           | Common stock, $0.001par value, 75,000,000 shares authorized;                                      |                       |                    
|                                                                           | 3,470,000 shares and 2,500,000 issued and outstanding as of January 31, 2011 and  April 30, 2010) | 3,470                 | 2,500              
|                                                                           | Additional paid-in-capital                                                                        | 28,130                | -                  
|                                                                           | Deficit accumulated during the exploration stage                                                  | (12,337)              | (599)              
|Total stockholders equity                                                 | 19,263                                                                                            | 1,901                
|Total liabilities and stockholders equity                                 | $        35,314                                                                                   | $             5,126  
|The accompanying notes are an integral part of these financial statements.



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|                                                                                          |                                     |                                     |                                    |                                                |                                                   
|----------------------------------------------------------------------------------------- | ----------------------------------- | ----------------------------------- | ---------------------------------- | ---------------------------------------------- | --------------------------------------------------
|AURUM RESOURCES CORP.
(An Exploration Stage Company)
Statements of Operations
(Unaudited)
|                                                                                          | Three Months
Ended
January 31, 2011 | Three Months
Ended January 31, 2010 | Nine Months
Ended January 31, 2011 | From Inception (May 22, 2009)
January 31, 2010 | From Inception (May 22, 2009) to  January 31, 2011
|Revenue:                                                                                  |                                     |                                     |                                    |                                                |                                                   
|Revenue                                                                                   | $                 -                 | $                     -             | $                    -             | $                       -                      | $                      -                          
|Total Revenue                                                                             | -                                   | -                                   | -                                  | -                                              | -                                                 
|Expenses                                                                                  |                                     |                                     |                                    |                                                |                                                   
|Professional fee                                                                          | -                                   | -                                   | 7,593                              |                                                | 7,593                                             
|General and administrative expenses                                                       | 365                                 | -                                   | 4,145                              | 11                                             | 4,744                                             
|Total Expenses                                                                            | 365                                 | -                                   | 11,738                             | 11                                             | 12,337                                            
|Net loss before income taxes                                                              | (365)                               | -                                   | (11,738)                           | (11)                                           | (12,337)                                          
|Income tax expense                                                                        | -                                   | -                                   | -                                  | -                                              | -                                                 
|Net loss for the period                                                                   | $       (365)                       | $                      -            | $       (11,738)                   | $                  (11)                        | $        (12,337)                                 
|Basic and Diluted Earnings (Loss) Per Common Share                                        | $         (0.00)                    | $             (0.00)                | $           (0.00)                 | $               (0.00)                         |                                                   
|Weighted Average Number of Common Shares                                                  | 3,124,239                           | 2,500,000                           | 2,708,080                          | 1,421,569                                      |                                                   
|The accompanying notes are an integral part of these financial statements.               





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|                                                                                          |                                              |                                                |                                                    |                         | 
|----------------------------------------------------------------------------------------- | -------------------------------------------- | ---------------------------------------------- | -------------------------------------------------- | ----------------------- | 
|AURUM RESOURCES CORP.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
|                                                                                          | Nine Months
Ended January 31, 2011           | From Inception (May 22, 2009)
January 31, 2010 | From Inception (May 22, 2009) to  January 31, 2011
|Cash Flows From Operating Activities                                                     
|                                                                                          | Net income (loss)                            | $         (11,738)                             | $                    (11)                          | $          (12,337)    
|                                                                                          | Changes in operating assets and liabilities: |                                                |                                                    |                        
|                                                                                          | Increase (decrease) in accounts payable      | -                                              |                                                    | -                      
|                                                                                          | Net cash used in operating activities        | (11,738)                                       | (11)                                               | (12,337)               
|                                                                                          |                                              |                                                |                                                    |                        
|Cash Flows From Investing Activities                                                      | -                                            | -                                              | -                                                 
|                                                                                          | Working interest in oil project              | (10,000)                                       | -                                                  | (10,000)               
|Net cash used in Investing activities                                                     | (10,000)                                     |                                                | (10,000)                                          
|Cash Flows From Financing Activities                                                      |                                              |                                                |                                                   
|                                                                                          | Loan from director                           | 12,826                                         | 25                                                 | 16,051                 
|                                                                                          | Sale of common stock                         | 29,100                                         | 2,500                                              | 31,600                 
|                                                                                          | Net cash provided by financing activities    | 41,926                                         | 2,525                                              | 47,651                 
|Net (decrease) in cash and equivalents                                                    | 20,188                                       | 2,514                                          | 25,314                                            
|Cash and equivalents at beginning of the period                                           | 5,126                                        | -                                              | -                                                 
|Cash and equivalents at end of the period                                                 | $            25,314                          | $              2,514                           | $            25,314                               
|                                                                                          |                                              |                                                |                                                   
|Supplementary information                                                                 |                                              |                                               
|                                                                                          | Cash paid for:                               |                                                |                                                    |                        
|                                                                                          | Interest                                     | $                     -                        | $                     -                            | $                     -
|                                                                                          | Taxes                                        | $                     -                        | $                     -                            | $                     -
|Non-Cash Activities                                                                       | $                     -                      | $                     -                        | $                     -                           
|The accompanying notes are an integral part of these financial statements.               





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AURUM RESOURCES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

January 31, 2011

(Unaudited)





NOTE 1 - ORGANIZATION AND BUSINESS OPERATIONS



Aurum Resources Corp. (the Company) was incorporated under the laws of the State of Nevada, U.S. on May 22, 2009.

The Company has been in an exploration stage since its formation and has not realized any revenues from operations. The Company intends to commence operations in oil and gas exploration and production industry in North America.

The Company has not generated any 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 (May 22, 2009) through January 31, 2011, the Company has accumulated losses of $12,337.



NOTE 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 the United States dollars.



Fiscal Periods



The Company's fiscal year end is April 30.



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 $12,337 as of January 31, 2011 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.



Cash and Cash Equivalents



For the purpose of the statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.



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  and the reported amounts of  revenues  and expenses  during  the  reporting  period. Actual results could differ from those estimates.



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AURUM RESOURCES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

January 31, 2011

(Unaudited)



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)



Foreign Currency Translation



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



Financial Instruments



The carrying value of the Companys financial instruments approximates their fair value because of the short maturity of these instruments.



Income Taxes



The Company accounts for income taxes under ASC 740 "Income Taxes" which codified SFAS 109, "Accounting for Income Taxes" and FIN 48 Accounting for Uncertainty in Income Taxes  an Interpretation of FASB Statement No.  109. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. 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. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.



Basic and Diluted Net Loss per Share



The Company computes net loss per share accordance with FASB ASC 205 "Earnings per Share". FASB ASC 205 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic  EPS  is  computed   by  dividing  net  loss  available  to   common shareholders  (numerator)  by  the   weighted  average  number  of  shares outstanding (denominator) during the period.  Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period. Diluted EPS excludes all potentially dilutive shares if their effect is anti-dilutive.



Stock-based Compensation



The Company follows ASC 718-10, "Stock Compensation", which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. The Company has not adopted a stock option plan and has not granted any stock options.



Oil and gas accounting policy



The Company utilizes the full-cost method of accounting for oil and gas properties. Under this method, the Company capitalizes all costs associated with acquisition, exploration and development of oil and natural gas reserves, including leasehold acquisition costs whether the projects are successful or unsuccessful. The capitalized cost is then amortized into expense as the total reserves are produced. Capitalized costs, less accumulated amortization and related deferred income taxes, should be expensed when they exceed the cost center ceiling.



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AURUM RESOURCES CORP.

(An Exploration Stage Company)

Notes to the Financial Statements

January 31, 2011

(Unaudited)



NOTE 3 - COMMON STOCK



The authorized capital of the Company is 75,000,000 common shares with a par value of $ 0.001 per share. On September 9, 2009, the Company issued 2,500,000 shares of common stock at a price of $0.001 per share for total cash proceeds of $2,500. During November and December 2010, the company issued 970,000 common shares @ $0.03 for cash $29,100.During the period May 22, 2009 (inception) to January 31, 2011, the Company sold a total of 3,470,000 shares of common stock for total cash proceeds of $31,600.



NOTE 4 - INCOME TAXES



The Company has incurred operating losses of $12,337, which, if utilized, will begin to expire in 2031. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have been offset by a valuation allowance.



NOTE 5 - RELATED PARTY TRANSACTONS



As of April 30, 2010, Director had loaned the Company $3,225. On May 3, 2010, Director loaned the Company $10,000.  August 11, 2010, Director loaned the Company $976. September 15, 2010, Director loaned the Company $1,850. The loans are non-interest bearing and unsecured. As of January 31, 2011 total loan from director was $16,051.



NOTE 6 - PROJECT AGREEMENT



The Company entered into a Joint Venture Contract and Operating Agreement dated April 30, 2010, with Patriot Financial Group, and acquired an working interest in the Washom II Lease Project, a three (3) well drilling project located on a 80 acres +/- lease in Rogers County, Oklahoma. The project is a drilling project with plans to produce the Bartlesville oil formation. On May 3, 2010, the Company made a payment of $10,000 to complete the purchase of our interest and received 1% of the working interest revenue generated by the project.

The Company agreed to pay its pro-rata share (based on 1% ownership) of the expense of the operation and maintenance of the wells in addition to the same  pro-rata share of any work-over operation required for the wells, such as service or replacement parts as needed.  A fee totaling Two Hundred ($200) per well, per month for basic operation and maintenance shall be levied among the Working Interest owners. The Company will be offered, on a first right of refusal basis, the opportunity to participate in any future wells drilled on said lease.



NOTE 7  THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS



FASB ASC 105-10-65, the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (Prior authoritative literature: FASB SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (SFAS 168), issued June 2009), establishes the FASB Accounting Standards Codification (the Codification) as the single source of authoritative nongovernmental U.S. GAAP. The Codification is effective for interim and annual periods ending after September 15, 2009.  The adoption of FASB ASC 105-10-65 (SFAS 168) did not have a material impact on the Companys financial statements.



In February 2010, the FASB issued Accounting Standards Update (ASU) No. 2010-09, Amendments to Certain Recognition and Disclosure Requirements (ASU 2010-09), which is included in the FASB Accounting Standards Codification (the ASC) Topic 855 (Subsequent Events).  ASU 2010-09 clarifies that an SEC filer is required to evaluate subsequent events through the date that the financial statements are issued.  ASU 2010-09 is effective upon the issuance of the final update and did not have a significant impact on the Companys financial statements.





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FORWARD LOOKING STATEMENTS



Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.





ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION



We were incorporated in the State of Nevada on May 22, 2009. We are engaged in the acquisition of interests and leases of developing and producing oil and natural gas wells. We have only recently begun our current operations and have not yet earned any revenues and have an operational loss of $12,337 from May 22, 2009 (date of inception) to January 31, 2011.



Joint Venture Contract and Operating Agreement



Aurum Resources Corp. entered into a Joint Venture Contract and Operating Agreement with Patriot Financial Group on April 30, 2010  and acquired a working interest in the Washom II Lease Project, a three (3) well drilling project located on a 80 acres +/- lease in Rogers County, Oklahoma.



Description of property

On May 3, 2010, we purchased 1% of working interest in the Washom II Lease Project for $10,000 USD. This project is located in Rogers County, Oklahoma and is surrounded by existing and long lasting production. Our interest gives us the right to receive 1% of the operating profit after paying 12.5% of royalty interest to landowner, but it does not give us the right to operate the wells. Patriot Financial Group of Montreal, Quebec, Canada and RC Oil Company of Owasso, Oklahoma operate the wells and are obligated to pay us our 1% of working interest. All production revenue will be deposited in a special working interest account that is administered by a certified public accounting firm that is qualified to perform oil and gas accounting work. Revenue payments will be prepared by said CPA firm after deduction for operating expenses in proportion to percentage of working interest ownership and said net proceeds will be disbursed to the Working Interest Owners along with a detailed accounting for items of income, expenses, depreciation, and depletion.







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Results of Operation



Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.



Three Month Period Ended January 31, 2011 Compared to the Three Month Period Ended January 31, 2010



Our net loss for the three month period ended January 31, 2011 was $365 compared to a net loss of $0 during the three month period ended January 31, 2010. During the three month period ended January 31, 2011 and 2010, we did not generate any revenue.

During the three month period ended January 31, 2011, we incurred general and administrative expenses of $365 compared to $0 incurred during the three month period ended January 31, 2010. General and administrative and professional fee expenses incurred during the three month period ended January 31, 2011 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding was 3,124,239 for the three month period ended January 31, 2011.





Nine Month Period Ended January 31, 2011 Compared to the period from Inception (May 22, 2009) to January 31, 2010



Our net loss for the nine month period ended January 31, 2011 was $11,738 compared to a net loss of $12,337 during the period from inception (May 22, 2009) to January 31, 2011. During the nine month period ended January 31, 2011, we did not generate any revenue.

During the nine month period ended January 31, 2011, we incurred  general and administrative expenses of $4,145 and professional fee of $7,593 compared to $12,337  incurred during the period from inception (May 22, 2009) to January 31, 2011. General and administrative and professional fee expenses incurred during the nine month period ended January 31, 2011 were generally related to corporate overhead, financial and administrative contracted services, such as legal and accounting, developmental costs, and marketing expenses.

The weighted average number of shares outstanding was 2,708,080 for the nine month period ended January 31, 2011.









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Liquidity and Capital Resources



Nine Month Period Ended January 31, 2011



As at January 31, 2011, our total assets were $35,314 compared to $5,126 in total assets at April 30, 2010. As at January 31, 2011, total assets were comprised of $25,314 in cash (current assets) and $10,000 in Working Interest in Oil Project (Other Non-Current Assets). As at January 31, 2011 our current liabilities were $16,051. Current liabilities were comprised of $16,051 in loan from director.

Stockholders equity increased from $1,901 as of April 30, 2010 to $19,263 as of January 31, 2011.



Cash Flows from Operating Activities



We have not generated positive cash flows from operating activities. For the nine month period ended January 31, 2011, net cash flows used in operating activities was $11,738 consisting of a net loss of $11,738.

Net cash flows used in operating activities was $12,337 for the period from inception (May 22, 2009) to January 31, 2011.



Cash Flows from Investing Activities



For the nine month period ended January 31, 2011 cash flows used in investing activities was $10,000.

Cash Flows from Financing Activities

We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For the nine month period ended January 31, 2011, net cash provided by financing activities was $41,926 received from proceeds from issuance of common stock and loan from director. For the period from inception (May 22, 2010) to January 31, 2011, net cash provided by financing activities was $47,651 received from proceeds from issuance of common stock and loan from director.



Plan of Operation and Funding



We expect that working capital requirements will continue to be funded through a combination of our existing funds and further issuances of securities. Our working capital requirements are expected to increase in line with the growth of our business.

Existing working capital, further advances and debt instruments, and anticipated cash flow are expected to be adequate to fund our operations over the next twelve months. We have no lines of credit or other bank financing arrangements. Generally, we have financed operations to date through the proceeds of the private placement of equity and debt instruments. In connection with our business plan, management anticipates additional increases in operating expenses and capital expenditures relating to: (i) acquisition of inventory; (ii) developmental expenses associated with a start-up business; and (iii) marketing expenses. We intend to finance these expenses with further issuances of securities, and debt issuances. Thereafter, we expect we will need to raise additional capital and generate revenues to meet long-term operating requirements. Additional issuances of equity or convertible debt securities will result in dilution to our current shareholders. Further, such securities might have rights, preferences or privileges senior to our common stock. Additional financing may not be available upon acceptable terms, or at all. If adequate funds are not available or are not available on acceptable terms, we may not be able to take advantage of prospective new business endeavors or opportunities, which could significantly and materially restrict our business operations. We will have to raise additional funds in the next twelve months in order to sustain and expand our operations. We currently do not have a specific plan of how we will obtain such funding; however, we anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We have and will continue to seek to obtain short-term loans from our directors, although no future arrangement for additional loans has been made. We do not have any agreements with our directors concerning these loans. We do not have any arrangements in place for any future equity financing.



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Off-Balance Sheet Arrangements



As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.



Going Concern



The independent auditors' review report accompanying our January 31, 2011 financial statements contained an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.



No report required.





ITEM 4. CONTROLS AND PROCEDURES



Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commissions rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuers management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.



An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of January 31, 2011. Based on that evaluation, our management concluded that our disclosure controls and procedures were effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Such officer also confirmed that there was no change in our internal control over financial reporting during the nine-month period ended January 31, 2011  that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



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PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS



Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us or our properties. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us or our properties.





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



No report required.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



No report required.





ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No report required.





ITEM 5. OTHER INFORMATION



No report required.







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ITEM 6. EXHIBITS



Exhibits:



31.1 Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).



31.2 Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).



32.1 Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.







SIGNATURES



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







|                      |  |                                                                |  |                  
|--------------------- |  | -------------------------------------------------------------- |  | -----------------
|Signature             |  | Title                                                          |  | Date             
|                      |  |                                                                |  |                  
|/s/    Danil Shpeyzer |  |                                                                |  |                  
|Danil Shpeyzer        |  | President,
Chief Executive Officer and Chief Financial Officer |  | February 11, 2011

























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