UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-Q
 
 [X]
Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934For the quarterly period ended December 31, 2010[  ]
Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934For the transition period from __________ to__________Commission File Number:  333-168775
 
 Queensridge Mining Resources, Inc.
 (Exact name of registrant as specified in its charter)
 
 Nevada
27-1830013(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
 
 912 Sir James Bridge Way, Las Vegas, Nevada 89145(Address of principal executive offices)
 
 (702) 596-5154(Registrant’s telephone number)_______________________________________________________________(Former name, former address and former fiscal year, if changed since last report)
 Indicated by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days [X] Yes    [ ] No
 
 Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
 
 [ ] Large accelerated filer

[ ] Non-accelerated filer
[ ] Accelerated filer

[X] Smaller reporting company
 Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [X] Yes   [ ] No
 
 State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  6,427,800 common shares as of February 11, 2011.
 
 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 (§ 229.405 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 [  ] No [X]




Table of Contents




TABLEOF CONTENTS
PagePART I – FINANCIAL INFORMATIONItem 1:
Financial Statements
3Item 2:
Management’s Discussion and Analysis of Financial Condition and Results of Operations
4Item 3:
Quantitative and Qualitative Disclosures About Market Risk
7Item 4T:
Controls and Procedures
7PART II – OTHER INFORMATIONItem 1:
Legal Proceedings
8Item 1A:
Risk Factors
8Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
8Item 3:
Defaults Upon Senior Securities
8Item 4:
Removed and Reserved
8Item 5:
Other Information
8Item 6:
Exhibits
8




2
 Table of Contents





PART I - FINANCIAL INFORMATION





Item1.     Financial Statements





Our financial statements included in this Form 10-Q are as follows:F-1
Balance Sheets as of December 31, 2010 and June 30, 2010 (unaudited);F-2
Statements of Operations for the three and six months ended December 31, 2010 and from inception through December 31, 2010 (unaudited);F-3
Statements of Stockholders’ Equity as of December 31, 2010 (unaudited);F-4
Statements of Cash Flows from inception through December 31, 2010 (unaudited);F-5
Notes to Financial Statements.








These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q.  In the opinion of management, all adjustments considered necessary for a fair presentation have been included.  Operating results for the interim period ended December 31, 2010 are not necessarily indicative of the results that can be expected for the full year.





3
 Table of Contents
 QUEENSRIDGEMINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 UNAUDITED BALANCE SHEETS
 As of December 31, 2010 and June 30, 2010
 
 December 31, 2010

June 30, 2010ASSETSCurrent assetsCash
$
18,809

$
35,065Mineral property, net

-0-


-0-Total assets
$
18,809

$
35,065LIABILITIES AND STOCKHOLDERS’ EQUITYLIABILITIESCurrent LiabilitiesAccrued expenses
$
1,000

$
6,160Loans payable-related party

3,510


1,650Total current liabilities

4,510


7,810STOCKHOLDERS’ EQUITYCommon stock, $.001 par value, 75,000,000 shares authorized, 6,427,800 shares issued and outstanding

6,428


6,428Additional paid in capital

32,372


32,372Deficit accumulated during the exploration stage

(24,501)


(11,545)Total stockholders’ equity

14,299


27,255TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
18,809

$
35,065
 
 See accompanying notes to financial statements.
 F-1
 Table of Contents
 QUEENSRIDGEMINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 UNAUDITED STATEMENTS OF OPERATIONS
 Three months and six months ended December 31, 2010
 For the period from January 29, 2010 (Date of Inception) through December 31, 2010
 
 Three months ended December 31, 2010

Six months ended December 31, 2010

Period from

January 29, 2010 (Inception) to December 31, 2010General and administrative expensesProfessional fees
$
3,000

$
9,625

$
15,785Impairment expense-mineral property

-


-


3,000Rent

930


1,860


3,410Other

1,471


1,471


2,306Total general and administrative expenses

5,401


12,956


24,501Net loss
$
(5,401
)
$
(12,956
)
$
(24,501)Net loss per share:Basic and diluted
$
0.00
)
$
(0.00
)Weighted average shares outstanding:Basic and diluted

6,427,800


6,427,800
 
 See accompanying notes to financial statements.
 F-2
 Table of Contents
 QUEENSRIDGEMINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 UNAUDITED STATEMENT OF STOCKHOLDERS’ EQUITY
 Period from January 29, 2010 (Date of Inception) through December 31, 2010
  Common stock

Additional

paid-in

Deficit

accumulated during the explorationShares

Amount

capital

stage


TotalIssuance of common stockfor cash at $.001 per share

3,100,000

$
3,100

$
-

$
-


$
3,100Issuance of common stockfor cash at $.005 per share

3,250,000


3,250


13,000


-



16,250Issuance of common stockfor cash at $.25 per share

77,800


78


19,372


-



19,450Net loss for the period

-


-


-


(11,545
)


(11,545)Balance, June 30, 2010

6,427,800


6,428


32,372


(11,545
)


27,255Net loss for the period

-


-


-


(12,956
)


(12,956)Balance, December 31, 2010

6,427,800

$
6,428

$
32,372

$
(24,501
)

$
14,299
  See accompanying notes to financial statements.
 F-3
 Table of Contents
 QUEENSRIDGEMINING RESOURCES, INC.
 (A EXPLORATION STAGE COMPANY)
 UNAUDITED STATEMENTS OF CASH FLOWS
 Six months ended December 31, 2010
 For the period from January 29, 2010 (Date of Inception) through December 31, 2010
 
 Six months ended

December 31, 2010

Period from

January 29, 2010

(Inception) to

December 31, 2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss
$
(12,956
)
$
(24,501)Change in non-cash working capital itemsIncrease (decrease) in accrued expenses

(5,160
)

1,000CASH FLOWS USED IN OPERATING ACTIVITIES

(18,116
)

(23,501)CASH FLOWS FROM FINANCING ACTIVITIESAdvance from director

1,860


3,510Proceeds from sale of common stock

0


38,800CASH FLOWS FROM FINANCING ACTIVITIES

1,860


42,310NET INCREASE (DECREASE) IN CASH

(16,256
)

18,809Cash, beginning of period

35,065


0Cash, end of period
$
18,809

$
18,809SUPPLEMENTAL CASH FLOWINFORMATIONInterest paid
$
-

$
-Income taxes paid
$
-

$
-
 
 See accompanying notes to financial statements.
 F-4
 Table of Contents
 QUEENSRIDGEMINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 December 31, 2010
 
 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 The accompanying unaudited interim financial statements have been prepared by Queensridge Mining Resources, Inc. (“Queensridge” and the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended June 30, 2010.  The results of operations for the three months ended December 31, 2010 are not indicative of the results that may be expected for the full year.
 
 Queensridge Mining Resources, Inc. was incorporated in Nevada on January 29, 2010.  Queensridge is an exploration stage company and has not yet realized any revenues from its planned operations.  Queensridge is currently in the process of acquiring certain mining claims.
 
 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Use of Estimates
 
 The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the balance sheet.  Actual results could differ from those estimates.
 
 Basic Loss Per Share
 
 Basic loss per share has been calculated based on the weighted average number of shares of common stock outstanding during the period.
 
 Mineral Properties
 
 Cost of license acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. Costs of acquisition are capitalized subject to impairment testing, in accordance with SFAS 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.
 
 Comprehensive Income
 
 The Company has adopted SFAS 130 “Reporting Comprehensive Income” (ASC 220-10), which establishes standards for reporting and display of comprehensive income, its components and accumulated balances.  When applicable, the Company would disclose this information on its Statement of Stockholders’ Equity.  Comprehensive income comprises equity except those resulting from investments by owners and distributions to owners. The Company has not had any significant transactions that are required to be reported in other comprehensive income.
  F-5
 Table of Contents
 QUEENSRIDGE MINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 December 31, 2010
 
 NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)
 
 Income Tax
 
 Queensridge follows SFAS 109, “Accounting for Income Taxes” (ASC 740-10).  Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
 
 Cashand CashEquivalents
 
 The Company considers all highly liquid investments with the original maturities of three months or less to be cash equivalents
 
 Recent Accounting Pronouncements
 
 Queensridge does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
 
 NOTE 2 - GOING CONCERN
 
 Queensridge has recurring losses and has a deficit accumulated during the exploration stage of $24,501 as of December 31, 2010.  Queensridge's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, Queensridge has no current source of revenue. Without realization of additional capital, it would be unlikely for Queensridge to continue as a going concern.  Queensridge's management plans on raising cash from public or private debt or equity financing, on an as needed basis and in the longer term, revenues from the acquisition, exploration and development of mineral interests, if found.  Queensridge's ability to continue as a going concern is dependent on these additional cash financings, and, ultimately, upon achieving profitable operations through the development of mineral interests.
 
 NOTE 3 - MINERAL PROPERTY RIGHTS
 
 During the period ended June 30, 2010, the Company electronically staked and recorded a 100% interest in a block of mining claims located in northern Newfoundland, Canada known as the Cutwell Harbour property for $3,000. The mineral properties were found to be unproven and the entire balance of $3,000 was impaired as of June 30, 2010.
  F-6
 Table of Contents
 QUEENSRIDGE MINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 December 31, 2010
 
 NOTE 4- LOANS PAYABLE RELATED PARTY
 
 The loans payable to a related party are non- interest bearing and have no specified terms of repayment.
 
 NOTE 5 – INCOME TAXES
 
 The provision for Federal income tax consists of the following:
 
 December 31, 2010Federal income tax benefit attributable to:Current Operations
$
4,405Less: valuation allowance

(4,405)Net provision for Federal income taxes
$
-
 
 The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:
 
 December 31,2010Deferred tax asset attributable to:Net operating loss carryover
$
8,330Less: valuation allowance

(8,330)Net deferred tax asset
$
-
 
 At December 31, 2010, Queensridge had an unused net operating loss carryover approximating $24,500 that is available to offset future taxable income; it expires beginning in 2030.
 
 NOTE 6 – COMMON STOCK
 
 At inception, Queensridge issued 3,100,000 shares of stock at $0.001 to its founding shareholder for $3,100 cash.
 
 During the period ended June 30, 2010, Queensridge issued 3,250,000 shares of stock at $0.005 for $16,250 cash.
 
 During the period ended June 30, 2010, Queensridge issued 77,800 shares of stock at $0.25 for $19,450 cash.
  F-7
 Table of Contents
 QUEENSRIDGE MINING RESOURCES, INC.
 (AN EXPLORATION STAGE COMPANY)
 NOTES TO THE FINANCIAL STATEMENTS
 December 31, 2010
 
 NOTE 7 – COMMITMENTS
 
 Operating Leases
 
 The Company leases its office facilities under a lease which expires February 1, 2012. The monthly rate is $310. The lease is renewable for an additional two year term at the same monthly rate.
 
 Aggregate minimum annual rental payments under the non-cancelable operating lease are as follows:
 
 Year ended June 30, 2011

$
3,7202012


2,170Total

$
5,890
 
 Rent expense for the three months and six months ended December 31, 2010 totaled $930 and $ 1,860, respectively.
 
 NOTE 8 – SUBSEQUENT EVENTS
 
 The Company has evaluated subsequent events occurring after the balance sheet date through February 14, 2011, the date the financial statements were issued, and has determined that it does not have any material subsequent events to disclose.
 F-8
 Table of Contents





Item2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations





Forward-Looking Statements





Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.   These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.  We intend such forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of complying with those safe-harbor provisions.  Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain.  Factors which could have a material adverse affect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.  We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.  Further information concerning our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the SEC.





Management’s Discussion and Analysis of Financial Condition and Results of Operations





We were incorporated on January 29, 2010, under the laws of the state of Nevada.  We hold a 100% interest in the Cutwell Harbour mineral claims, located in Newfoundland, Canada.  Mr. Phillip Stromer is our President, CEO, Secretary, Treasurer, and sole director.





Our business plan is to explore the Cutwell Harbour mineral claims to determine whether there are commercially exploitable reserves of gold or other metals.  We are currently conducting an initial exploration program as recommended by our consulting geologist. The complete recommended geological program will cost a total of approximately $27,381.





Phase I of our program was performed in December of 2010 and consisted of on-site surface reconnaissance, sampling, and geochemical analyses.   This phase of the program was performed at a cost of $10,521.33.  The analysis of the samples taken during our Phase I program unfortunately did not confirm the presence of substantial gold mineralization.  A large portion of the Cutwell Harbour property has not been sampled, however, and our consulting geologist has recommended that we undertake additional sampling work on the property.




4
 Table of Contents





Phase II would entail additional sampling on areas of the property not sampled during Phase I, followed by geochemical analyses of the various samples gathered.  The Phase II program will cost approximately $16,767.  We currently anticipate commencing this phase in the Summer of 2011. We will require some minor additional financing in order complete Phase II of our planned exploration program.  In the alternative, we may conduct a more limited Phase II sampling program than the one originally planned.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required.





Once we receive the analyses of Phase II of our exploration program, our board of directors, in consultation with our consulting geologist will assess whether to proceed with additional mineral exploration programs.  In making this determination to proceed with a further exploration, we will make an assessment as to whether the results of the initial program are sufficiently positive to enable us to proceed.  This assessment will include an evaluation of our cash reserves after the completion of the initial exploration, the price of minerals, and the market for the financing of mineral exploration projects at the time of our assessment.





In the event that additional exploration programs on the Cutwell Harbour mineral claims are undertaken, we anticipate that substantial additional funding will be required in the form of equity financing from the sale of our common stock and from loans from our director.  We cannot provide investors with any assurance, however, that we will be able to raise sufficient funding from the sale of our common stock to fund all of our anticipated expenses.  We do not have any arrangements in place for any future equity financing.  We believe that outside debt financing will not be an alternative for funding exploration programs on the Cutwell Harbour property. The risky nature of this enterprise and lack of tangible assets other than our mineral claim places debt financing beyond the credit-worthiness required by most banks or typical investors of corporate debt until such time as an economically viable mine can be demonstrated.





We do not have plans to purchase any significant equipment or change the number of our employees during the next twelve months.





Off Balance Sheet Arrangements





As of December 31, 2010, there were no off balance sheet arrangements.





Results of Operations for the three and six months ended December 31, 2010





We have not earned any revenues since the inception of our current business operations.  We incurred expenses and a net loss in the amount of $5,401 for the three months ended December 31, 2010.  We incurred expenses and a net loss in the amount of $12,956 for the six months ended December 31, 2010. We have incurred total expenses and a net loss of $24,501 from inception on January 29, 2010 through December 31, 2010.





Our losses are attributable to operating expenses together with a lack of any revenues.  We anticipate our operating expenses will continue to increase as we continue with our plan of operations.




5
 Table of Contents





Liquidity and Capital Resources





As of December 31, 2010, we had current assets in the amount of $18,809, consisting entirely of cash. Our current liabilities as of December 31, 2010, were $4,510. Thus, we had working capital of $14,299 as of December 31, 2010.





We have incurred cumulative net losses of $24,501 since inception. We have not attained profitable operations and are dependent upon obtaining financing in order to continue pursuing significant exploration activities. As discussed above, we have completed Phase I of our exploration program and intend to go forward with Phase II at an approximate cost of $16,767.  Our cash on hand will not sufficient to fund the full recommended Phase II exploration program together with our ongoing administrative expenses.  Additional financing will therefore be required in order for us to proceed with Phase II.  At this time, we do not have any financing commitments or other arrangements in place.  We therefore face a significant risk that we will be unable to complete the entirety of our planned exploration program.  In the event that additional equity or debt financing cannot be obtained, we may consider performing a more limited Phase II exploration program in order to meet the constraints posed by our available capital resources.





Off Balance Sheet Arrangements





As of December 31, 2010, there were no off balance sheet arrangements.





Going Concern





We have not attained profitable operations and are dependent upon obtaining financing to pursue significant exploration activities. We have incurred cumulative net losses of $24,501 since our inception of our current operations and require capital for some our contemplated operational activities to take place. Our ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of our contemplated plan of operations, and our transition, ultimately, to the attainment of profitable operations are necessary for us to continue operations.  For these reasons, our auditors stated in their report that they have substantial doubt we will be able to continue as a going concern.





Critical Accounting Policies





In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Currently, we do not believe that any accounting policies fit this definition.





Recently Issued Accounting Pronouncements





We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on the our results of operations, financial position or cash flow.




6
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Item3.     Quantitative and Qualitative Disclosures About Market Risk





A smaller reporting company is not required to provide the information required by this Item.





Item4T.     Controls and Procedures





We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2010.  This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Phillip Stromer.  Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2010, our disclosure controls and procedures are not effective.  There have been no changes in our internal controls over financial reporting during the quarter ended December 31, 2010.





Management determined that the material weaknesses that resulted in controls being ineffective are primarily due to lack of resources and number of employees. Material weaknesses exist in the segregation of duties required for effective controls and various reconciliation and control procedures not regularly performed due to the lack of staff and resources.





Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.





Limitations on the Effectiveness of Internal Controls





Our management does not expect that our disclosure controls and procedures or our internal control over financial reporting will necessarily prevent all fraud and material error. Our disclosure controls and procedures are designed to provide reasonable assurance of achieving our objectives and our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at that reasonable assurance level.  Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.




7
 Table of Contents








PART II – OTHER INFORMATION





Item1.     Legal Proceedings





We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.





Item1A:  Risk Factors





A smaller reporting company is not required to provide the information required by this Item.





Item2.     Unregistered Sales of Equity Securities and Use of Proceeds





None.





Item3.     Defaults upon Senior Securities





None





Item4.     [Removed and Reserved]





Item5.     Other Information





None





Item6.      Exhibits





ExhibitNumber
Description of Exhibit3.1
Articles of Incorporation, as amended (1)3.2
Bylaws, as amended(1)31.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002





1
Incorporated by reference to Registration Statement on Form S-1/A filed on October 22, 2010.





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 Table of Contents





SIGNATURES





In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





Queensridge Mining Resources, Inc.Date:
February 14, 2011By:       /s/ Philip Stromer

Phillip Stromer

Title:Chief Executive Officer and Director