UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC 20549





**FORM
10-QSB**





x Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934




For
the quarterly period endedJanuary
31, 2005





o  Transition
Report pursuant to 13 or 15(d) of the Securities Exchange Act of
1934




For the
transition period ____________to
_______________





Commission File Number  333-119632





Chubasco
Resources Corp.


(Exact
name of small Business Issuer as specified in its charter)





Nevada
    43-2053462(State
      or other jurisdiction of incorporation or organization)
    (IRS
      Employer Identification No.)509-4438
      West 10thAvenue,
      Vancouver, B.C., Canada V6R 4R8(Address
      of principal executive officers)(604)
      669-9740(Issuer’s
      telephone number)Not
      Applicable(Former
      name, former address and former fiscal year, if changed since last
      report)Check
      whether the issuer (1) 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 issuer was required to file
      such reports), and (2) has been subject to such filing requirements for
      the past 90 days o Yes x NoState
      the number of shares outstanding of each of the issuer’s classes of common
      stock, as of the latest practicable date:
      10,016,500
      shares of common stock, $0.001 par value outstanding as of March 15,
      2005.Transitional
      Small Business Disclosure Format (check one): Yes o No x














***Table of Contents***








TABLE OF CONTENTS
    **Page**PART
      I - FINANCIAL INFORMATIONItem
      1:
    Financial Statements
    3Item
      2:
    Plan of Operation
    4Item
      3:
    Controls and Procedures
    9PART
      II - OTHER INFORMATIONItem
      1:
    Legal Proceedings
    10Item
      2:
    Unregistered Sales of Equity Securities and Use of
      Proceeds
    10Item
      3:
    Defaults Upon Senior Securities
    10Item
      4:
    Submission of Matters to a Vote of Security
      Holders
    10Item
      5:
    Other Information
    10Item
      6:
    Exhibits
    10













- 2
-
 ***Table of Contents***





**PART
1 - FINANCIAL INFORMATION**





**Item 1.**   **Financial
Statements**








The
accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and Item 310 (b) of Regulation S-B, and,
therefore, do not include all information and footnotes necessary for a complete
presentation of financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles. In the opinion of management, all adjustments considered necessary
for a fair presentation of the results of operations and financial position have
been included and all such adjustments are of a normal recurring nature.
Operating results for the six months ended January 31, 2005 are not necessarily
indicative of the results that can be expected for the year ending July 31,
2005.




















- 3
-
 ***Table of Contents***




















































**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**INTERIM
CONSOLIDATED FINANCIAL STATEMENTS**








**JANUARY
31, 2005**


**(Stated
in U.S. Dollars)**















































***Table of Contents***








**CHUBASCO
RESOURCES CORP.**


Financial
statements


For the 3
Months Ended January 31, 2005





INDEX











Interim
      Consolidated Balance Sheet
    F -
      1Interim
      Consolidated Statement of Operations
    F -
      2Interim
      Consolidated Statement of Cash Flows
    F -
      3Interim
      Consolidated Statement of Stockholder’s Equity
    F -
      4Notes
      to the Interim Consolidated Financial Statements
    F -
      5













***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**INTERIM
CONSOLIDATED BALANCE SHEET**





**(Stated
in U.S. Dollars)**








**JANUARY
      31**
    JULY
      31**2005**
    2004(Audited)**ASSETS****Current**Cash
    $
    68,310
    $
    102,496Prepaid
      expenses
    
    130
    
    -68,440
    
    102,496**LIABILITIES****Current**Accounts
      payable and accrued liabilities
    $
    9,181
    $
    9,495Due
      to related party
    
    -
    
    2,6479,181
    
    12,142**STOCKHOLDERS’
      EQUITY****Share
      Capital**(Note 4)Authorized:90,000,000
      common shares with a par value of $0.001 per share10,000,000
      preferred shares with a par value of $0.001 per shareIssued
      and outstanding:10,016,500
      common shares
    
    10,017
    
    10,017Additional
      paid-in capital
    
    91,708
    
    91,708**Other
      Comprehensive Income**
    
    2,073
    
    2,073**Deficit
      Accumulated During The Exploration Stage**
    
    (44,539)
    
    (13,444)59,259
    
    90,354$
    68,440
    $
    102,496**Commitments**(Note 5)




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








F -
1
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**INTERIM
CONSOLIDATED STATEMENT OF OPERATIONS**





**(Stated
in U.S. Dollars)**





CUMULATIVEPERIOD
      FROMDATE
      OFINCEPTIONAPRIL
      27**THREE
      MONTHS ENDED**
    **SIX
      MONTHS ENDED**
    2004
      TO**JANUARY
      31**
    **JAUNARY
      31**
    JANUARY
      31**2005**
    2004
    **2005**
    2004
    2005**Expenses**Interest
      and bank charges
    **$**
    **31**
    $
    -
    **$**
    **102**
    $
    -
    $
    251Exploration
      costs
    **$**
    **5,000**
    
    -
    
    **7,358**
    
    -
    
    7,358Professional
      fess
    
    **10,299**
    
    -
    
    **16,329**
    
    -
    
    25,724Office
      and administration
    
    **3,900**
    
    
    
    **7,306**
    
    
    
    11,206****
      **Net
      Loss For The Period**
    ****
      **$**
    **19,230**
    $
    -
    **$**
    **31,095**
    $
    -
    $
    44,539****
      **Basic
      and Diluted Loss Per Share**
    **$**
    **(0.01)**
    $
    -
    **$**
    **(0.01)**
    $
    -**Weighted
      Average Number Of Shares Outstanding**
    
    **10,016,500**
    
    -
    
    **10,016,500**
    
    -














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








F -
2
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**INTERIM
CONSOLIDATED STATEMENT OF CASH FLOWS**





**(Stated
in U.S. Dollars)**








CUMULATIVEPERIOD
      FROMDATE
      OFINCEPTIONAPRIL
      27**THREE
      MONTHS ENDED**
    **SIX
      MONTHS****ENDED**
    2004
      TO**JANUARY
      31**
    **JANUARY
      31**
    January
      31**2005**
    2004
    **2005**
    2004
    2005**Cash
      Flows From Operating Activities**Net
      loss for the period
    **$**
    **(19,230)**
    $
    -
    **$**
    **(31,095)**
    $
    -
    $
    (44,539)**Adjustments
      To Reconcile Net Loss To Net Cash Used By Operating
      Activities**Increase
      in prepaid expenses
    
    **-**
    
    -
    
    **(130)**
    
    -
    
    (130)Increase
      (decrease) in accounts payable and accrued liabilities
    
    ****
      **1,482**
    
    -
    
    ****
      **(314)**
    
    -
    
    9,181**(17,748)**
    
    -
    
    **(31,539)**
    
    -
    
    (35,488)**Cash
      Flows From Financing Activities**Advances
      from (repayments) to related party
    
    **-**
    
    -
    
    **(2,647)**
    
    -
    
    -Sale
      of common stock
    
    **-**
    
    -
    
    **-**
    
    -
    
    101,725**-**
    
    -
    
    **(2,647)**
    
    -
    
    101,725**Foreign
      Exchange Effect On Cash**
    
    **-**
    
    -
    
    **-**
    
    -
    
    2,073**-**
    
    -
    
    **-**
    
    -
    
    2,073**(Increase)
      Decrease In Cash**
    
    **17,748**
    
    -
    
    **34,186**
    
    -
    
    68,310**Cash,
      Beginning Of Period**
    
    **86,058**
    
    -
    
    **102,496**
    
    -
    
    -**Cash,
      End Of Period**
    **$**
    **68,310**
    $
    -
    **$**
    **68,310**
    $
    -
    $
    68,310











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








F -
3
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**INTERIM
CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY**





**(Stated
in U.S. Dollars)**











**CUMULATIVE****DEFICIT,
      PERIOD****FROM
      DATE OF****COMMON
      STOCK**
    
    **INCEPTION****NUMBER**
    
    
    **ACCUMULATED**
    **APRIL
      27, 2004****OF**
    
    **ADDITIONAL**
    **OTHER**
    **TO****COMMON**
    **PAR**
    **PAID-IN**
    **COMPREHENSIVE**
    **JANUARY****SHARES**
    **VALUE**
    **CAPITAL**
    **INCOME**
    **31,
      2005**
    **TOTAL**Balance,
      April 27, 2004 (Date of incorporation)
    -
    $
    -
    $
    -
    $
    -
    $
    -
    $
    -May
      14, 2004 - Shares issued for cash at $0.01
    6,800,000
    
    6,800
    
    61,200
    
    -
    
    -
    
    68,000June
      8, 2004 - Shares issued for cash at $0.01
    3,210,000
    
    3,210
    
    28,890
    
    -
    
    -
    
    32,100July
      30, 2004 - Shares issued for cash at $0.25
    6,500
    
    7
    
    1,618
    
    -
    
    -
    
    1,625Foreign
      currency translation adjustment
    -
    
    -
    
    -
    
    2,073
    
    -
    
    2,073Net
      loss for the period
    -
    
    -
    
    -
    
    -
    
    (13,444)
    
    (13,444)Balance,
      July 31, 2004
    10,016,500
    
    10,017
    
    91,708
    
    2,073
    
    (13,444)
    
    90,354Net
      loss for the period
    -
    
    -
    
    -
    
    -
    
    (31,095)
    
    (31,095)Balance,
      January 31, 2005
    10,016,500
    $
    10,017
    $
    91,708
    $
    2,073
    $
    (44,539)
    $
    59,259
















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








F -
4
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**NOTES
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
31, 2005**





**(Stated
in U.S. Dollars)**








**1.** **BASIS
OF PRESENTATION**





The
unaudited interim consolidated financial statements as of January 31, 2005
included herein have been prepared without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with United States generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations. In the opinion of
management, all adjustments (consisting of normal recurring accruals) considered
necessary for a fair presentation have been included. It is suggested that these
consolidated financial statements be read in conjunction with the July 31, 2004
audited financial statements and notes thereto.





**2.** **OPERATIONS**





a)  Organization





Chubasco
Resources Corp. (“Chubasco” or the “Company”) was incorporated under the laws of
the State of Nevada, U.S.A., on April 27, 2004. The Company’s principal
executive offices are in Vancouver, British Columbia. The Company’s year-end is
July 31, 2004.





b)  Exploration
Stage Activities





The
Company has been in the exploration stage since its formation and has not yet
realized any revenues from its planned operations. The Company was formed for
the purpose of acquiring exploration and development stage natural resource
properties. The Company has not commenced business operations.





c)  Going
Concern





The
accompanying consolidated financial statements have been prepared assuming the
Company will continue as a going concern.





As shown
in the accompanying consolidated financial statements, the Company has incurred
a net loss of $44,539 for the period from April 27, 2004 (inception) to Jaunary
31, 2005, and has no sales. The future of the Company is dependent upon its
ability to obtain financing and upon future profitable operations from the
development of its natural resource properties. Management has plans to seek
additional capital through a private placement and public offering of its common
stock. The consolidated financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.











F -
5
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**NOTES
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
31, 2005**





**(Stated
in U.S. Dollars)**











**3.** **SIGNIFICANT
ACCOUNTING POLICIES**





The
consolidated financial statements of the Company have been prepared in
accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon
future events, the preparation of consolidated financial statements for a period
necessarily involves the use of estimates which have been made using careful
judgement.





The
consolidated financial statements have, in management’s opinion, been properly
prepared within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:





a)  Principles
of Consolidation





These
consolidated financial statements include the accounts of the Company and its
wholly-owned subsidiary, Chub Exploration Ltd. (a British Columbia corporation).
All significant intercompany balances and transactions have been eliminated on
consolidation.





b)  Cash and
Cash Equivalents





For
purposes of the balance sheet and statement of cash flows, the Company considers
all highly liquid debt instruments purchased with maturity of three months or
less to be cash equivalents. At January 31, 2005, the Company had no cash
equivalents.





c)  Concentration
of Credit Risk





Financial
instruments that potentially subject the Company to concentrations of credit
risk consist of cash. The Company’s cash is held at a Canadian chartered bank,
which has deposit insurance of $45,300 (CDN$60,000), thus limiting the amount of
credit exposure.





d)  Fair
Value of Financial Instruments





The
carrying value reflected in the balance sheet for cash, prepaid expenses,
accounts payable, and due to related party approximate their fair values because
of the short-term nature of these instruments.





e)  Revenue
Recognition





Gold,
silver or other mineral sales will be recognized when title passes to the
purchaser and delivery occurs.








F -
6
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**NOTES
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
31, 2005**





**(Stated
in U.S. Dollars)**








**3.** **SIGNIFICANT
ACCOUNTING POLICIES** (Continued)





f)  Mineral
Property Option Payments and Exploration Costs





The
Company will expense all costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of proven and probable reserves.





g)  Foreign
Currency Translation





The
Company’s functional currency is the Canadian dollar. Transactions in foreign
currency are translated into U.S. dollars as follows:





i) monetary
items at the rate prevailing at the balance sheet date;


ii) non-monetary
items at the historical exchange rate;


iii)
    revenue
      and expense at the average rate in effect during the applicable accounting
      period.





The
resulting cumulative translation adjustments have been recorded as a separate
component of stockholders’ equity and the resulting transaction gains and losses
are included in the statement of operations.





h)  Comprehensive
Income





The
Company presents comprehensive income in its statement of stockholders’ equity.
Total comprehensive income includes changes in equity that are excluded from the
statements of operations and are recorded directly into a separate section of
stockholders’ equity on the balance sheet.





i)  Basic and
Diluted Loss Per Share





In
accordance with SFAS No. 128 - “Earnings Per Share”, the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding. Diluted loss per common
share is computed similar to basic loss per common share except that the
denominator is increased to include the number of additional common shares that
would have been outstanding if the potential common shares had been issued and
if the additional common shares were dilutive. At January 31, 2005 the Company
has no stock equivalents that were dilutive and included in the earnings per
share computation.








F -
7
 ***Table of Contents***





**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**NOTES
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
31, 2005**





**(Stated
in U.S. Dollars)**








**3.** **SIGNIFICANT
ACCOUNTING POLICIES** (Continued)





j)  Reclamation
and Abandonment Costs





The
Financial Accounting Standards Board (“FASB”) issued Statement of Financial
Accounting Standards No. 143 (“SFAS 143”) - “Accounting for Asset Retirement
Obligations” which addresses financial accounting and reporting for obligations
associated with the retirement of tangible long-lived assets and the associated
asset retirement costs.





This
Statement establishes a uniform methodology for accounting for estimated
reclamation and abandonment costs whereby reclamation and closure costs
including site rehabilitation will be recorded at the estimated present value of
reclamation liabilities and will increase the carrying amount of the related
asset. These reclamation costs will be allocated to expense over the life of the
related assets and will be adjusted for changes resulting from the passage of
time and revisions to either the timing or the amount of the original present
value estimate. The Company’s adoption of SFAS No. 143 did not have a material
impact on its operations or financial position.





**4.** **COMMON
STOCK**





On May
14, 2004, the Company sold 6,800,000 shares of its common stock at $0.01 per
share for cash.





On June
8, 2004, the Company sold 3,210,000 shares of its common stock at $0.01 per
share for cash.





On July
30, 2004, the Company sold 65 units at $25.00 per unit, each unit consisting of
100 common shares of the Company.





**5.**
    **COMMITMENTS**





On August
2, 2004, the Company formed a wholly-owned subsidiary, known as Chub Exploration
Ltd. (formerly 700507 BC Ltd.), a company incorporated in British Columbia,
Canada.





On
September 14, 2004, Chub Exploration Ltd. entered into a property acquisition
agreement with Marvin A. Mitchell and Mitchell Geological Services whereby
Mitchell Geological Services was appointed Operator of the Chub Mineral Claims
(the “Property”). The Property consists of fourteen mineral claims within the
Similkameen Mining Division of British Columbia. Prior to the Completion Date
(when the appointed Management Committee is satisfied that the proposed mine is
ready for commercial production), Chub Exploration Ltd. must incur aggregate
Exploration Expenditures of not less than $9,020 on or before December 31,
2005.











F -
8
 ***Table of Contents***








**CHUBASCO
RESOURCES CORP.**


**(An
Exploration Stage Company)**





**NOTES
TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS**





**JANUARY
31, 2005**





**(Stated
in U.S. Dollars)**








**5.** **COMMITMENTS** (Continued)





If Chub
Exploration Ltd.’s Exploration Expenditures exceed $9,120, those expenditures
are subject to the Joint Venture Agreement. Upon Completion Date, or as they may
sooner agree, Chub Exploration Ltd. and Mitchell Geological Services will enter
into the Joint Venture Agreement. Under the Joint Venture Agreement, Chub
Exploration Ltd. will have 85% of the rights to the Property and Mitchell
Geological Services will have 15% of the rights to the Property.

















F -
9
 ***Table of Contents***


****





**Item 2. Plan of Operations**





**Forward-Looking
Statements**





Historical
results and trends should not be taken as indicative of future operations.
Management’s statements contained in this report that are not historical facts
are forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange
Act of 1934, as amended. Actual results may differ materially from those
included in the forward-looking statements. The Company intends 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 is including this statement for purposes of complying with
those safe-harbor provisions. Forward-looking statements, which are based on
certain assumptions and describe future plans, strategies and expectations of
the Company, are generally identifiable by use of the words “believe,”
“expect,” “intend,” “anticipate,” “estimate,” “project,” “prospects,” or similar
expressions. The Company’s 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 the operations and future prospects of the Company on
a consolidated basis include, but are not limited to: unanticipated
problems relating to exploration, hazards such as pollution, cave-ins, or other
hazards which cannot be insured against or predicted, changes
in economic conditions, availability of capital, competition, and generally
accepted accounting principles. These risks and uncertainties should be
considered in evaluating forward-looking statements and undue reliance should
not be placed on such statements. Further information concerning the Company and
its business, including additional factors that could materially affect the
Company’s financial results, is included herein and in the Company’s other
filings with the Securities and Exchange Commission.





**Overview**





We are in
the business of mineral exploration. On September 14, 2004, we acquired through
our agent, Mr. Marvin A. Mitchell, P.Eng., a 100% interest in fourteen mineral
claims which we refer to as the Chub mineral claims. We purchased the Chub
mineral claims based upon a geological report prepared by Mr. Eric A. Ostensoe,
P. Eng., our consulting geologist. We hold these claims pursuant to a Bill of
Sale Absolute between Mr. Mitchell our agent, and our wholly owned subsidiary,
Chub Explorations Ltd. We refer to our subsidiary as CEL. In order to minimize
cost and any inconvenience, we have not registered the Chub mineral claims in
the name of CEL with the B.C. Mineral Titles Branch. Our agent’s firm, Mitchell
Geological Services Inc., is the operator of the property and is responsible for
filing geological assessment reports with the B.C. Mineral Titles Branch in
respect of our exploration expenditures. The Chub mineral claims are located
near the town of Tulameen in the Similkameen Mining Division of the Province of
British Columbia. On September 14, 2004, we entered into a Property Acquisition
Agreement (“Property Acquisition Agreement”). Pursuant to the Property
Acquisition Agreement, we have received and executed a Bill of Sale Absolute in
the proper form transferring all rights, title and interest in the Chub Mineral
Claims to CEL.





On
September 14, 2004, we also entered into a Property Operating Agreement
(‘Property Operating Agreement”). Pursuant to this Property Operating Agreement,
Mitchell Geological Services Inc. became our operator and will thus oversee our
initial phase mineral exploration project conducted on the Chub mineral claims
in exchange for a 15% joint venture interest in the claims. The 15% being paid
to Mitchell Geological Services Inc. is dependent upon it serving as operator
for the duration of our initial exploration program on the property.








- 4
-





The
Property Operating Agreement obligates us to incur exploration expenditures of
no more than $9,120, on our first phase exploration program. Any exploration
costs in excess of $9,120 will require our prior approval and we will be
required to pay only 85% of the additional costs.





**Plan
of Operation**





Our
business plan is to proceed with the exploration of the Chub mineral claims to
determine whether there are commercially exploitable reserves of copper,
lead/zinc, gold or other metals. We have commenced our exploration program and
embarked upon the initial phase as recommended by our firm of consulting
geologists. The initial phase of the recommended geological exploration program
will cost approximately $9,120. We have formed a wholly owned subsidiary, Chub
Exploration Ltd., a British Columbia corporation, which we refer to as CEL. It
was formed for the purpose of conducting our mineral exploration program on our
behalf. We have transferred our 100% interest in the Chub mineral claims and in
the exploration program to CEL. We had $59,259 in working capital as of January
31, 2005. Accordingly, we are able to proceed through the initial stage of the
exploration program without additional financing. The program will be overseen
in the field by Mr. Erik Ostensoe, our consulting geologist.





We
acquired a 100% undivided interest in the Chub mineral claims on September 14,
2004 and proceeded with the initial exploration program as recommended by our
consulting geologist. Our interest in the claims will be reduced to 85% should
our operator remain the operator for the duration of our initial exploration
period.





We have
sufficient cash reserves to proceed with the initial phase of our exploration
program. The anticipated cost of the initial phase of the exploration program
was $9,120. We have commenced the initial phase of the exploration program and
completed only the research of public exploration documents. Due to inclement
weather, we have not commenced the field work phase of our initial exploration
program. We expect that this work will be completed prior to the end of March
2005. The report of our consulting geologist is expected to be available by
April, 2005. To date, we have advanced $5,000 to our operator in respect of his
services in conducting our mineral exploration program on the Chub mineral
claims. Once we receive these results of our initial exploration program, our
board of directors, in consultation with our consulting geologist, Mr. Erik A.
Ostensoe, will assess whether to proceed with any further exploration. In making
this determination to proceed with a further exploration program, we will make
an assessment as to whether the results of the initial exploration phase 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
phase, the price of minerals and the market for financing of mineral exploration
projects at the time of our assessment.





In the
event the results of our initial exploration program prove not to be
sufficiently positive to proceed with a further exploration on the Chub mineral
claims, we intend to seek out and acquire other North American mineral
exploration properties which, in the opinion of our consulting geologist, offer
attractive mineral exploration opportunities. Presently, we have not given any
consideration to the acquisition of other exploration properties because we have
only recently commenced our initial exploration program and have not received
any results.





Should a
follow-up exploration program be undertaken, it would likely commence in April,
2005 and we would expect our consulting geologists’ report by mid-June, 2005.
The second phase of the exploration program would entail exploration work
similar to the exploration work in the initial phase. The second phase will
involve a continuation of the initial phase word and will be focused on specific
targets that have been identified. For this reason, the cost and scope of this
second exploration program








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would
likely be similar to the initial program. As a result, the second phase of the
exploration program could be undertaken without the need for us to raise
additional funding.





A third
exploration program, if undertaken, would likely commence in the late summer or
early fall of 2005, and would likely include preparation of grid of closely
spaced lines to enable completion of detailed surveys, including geophysical
surveys and further sampling. We would expect the results of this program to be
available in November 2005. It is anticipated that a third phase of exploration
is likely to include preparation of a grid of closely spaced lines to enable
completion of detailed surveys, including magetomer surveys, further soil
geochemical sampling and possibly induced polarization surveys. The objective of
that stage of work is to identify areas that have a strong likelihood of hosting
mineral deposits that can be explored using diamond drilling methods. The cost
would be approximately $38,000.





The
following are estimated costs of each aspect of the third phase of the
exploration program:





6
      miles of slashed, flagged and picketed grid lines
    $4,0006
      miles of magnetometer survey using proton magnetometer, readings at 75
      yard spacing
    $3,200Instrument
      rental re magnetometer survey
    $
      320Labor
      cost of 6 miles of induced polarization/resistivity survey
    $6,200Allowance
      for geophysical consulting services in supervising, interpreting and
      reporting geophysical survey data
    $3,200Geochemical
      soil survey of grid with sample spacing 75 meters
      Labor
      cost of 400 soil samples
    $3,200consumables,
      soil bags, tools
    $
      160analytical
      costs - 400 samples
    $5,500Additional
      costs - vehicle rentals and expenses, living costs for
crew
    $3,200Allowance
      for project supervision and reporting results to
management
    $5,600Probable
      cost of Phase 3 field work
    $34,580Contingency
      allowance for unforeseen expenditures @ 10%
    $
      3,458Total
      cost
    $38,038





In the
event we determined to conduct this third exploration program, we will need to
raise the entire amount of the exploration program along with additional funds
to meet ongoing working capital needs.





Upon the
completion of this first exploration program, or any additional programs, which
are successful in identifying mineral deposits, will have to spend substantial
funds on further drilling and engineering studies before we know that we have a
mineral reserve. A mineral reserve is a commercially viable mineral
deposit.





During
this exploration stage Mr. Young, our President, will only be devoting
approximately five hours per week of his time to our business. We do not foresee
this limited involvement as negatively impacting our company over the next
twelve months as all exploratory work is being performed by outside consultants.
If, however, the demands of our business require more business time of Mr. Young
such as raising additional capital or addressing unforeseen issues with regard
to our exploration efforts, he is prepared to adjust his timetable to devote
more time to our business. However, he may not be able to devote sufficient time
to the management of our business, as and when needed.





In the
event that we require additional funding, we anticipate that such funding will
be in the form of equity financing from the sale of our common stock. However,
we cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock to fund








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additional
phases of the exploration program, should we decide to proceed. We believe that
debt financing will not be an alternative for funding any further phases in our
exploration program. The risky nature of this enterprise and lack of tangible
assets 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 any arrangements in place for any
future equity financing.





We
anticipate that we will incur the following expenses over the next twelve
months:





1.
    $9,120
      in connection with the completion of the initial phase of our recommended
      geological work program2.
    $9,120
      in connection with the completion of the second phase of our recommended
      geological work program3.
    $38,000
      in connection with the completion of the third phase of our recommended
      geological work program4.
    $44,000
      for operating expenses. Of this amount we plan to spend approximately
      $25,000 on general, legal, accounting and administrative expenses
      associated with our becoming a reporting issuer under the Securities
      Exchange Act of 1934 and approximately $19,000 relating to working
      capital. Of the expenditures expected to be made from working capital, we
      have allocated $15,600 to office services to be provided by Pendrell
      Management Corp. and $1,140 for geological consulting
      services.





We had
working capital in the amount of $59,259 as of January 31, 2005. Our total
expenditures over the next twelve months are anticipated to be approximately
$100,240. In the event we determined to conduct this third exploration program,
we will need to raise the entire amount of the exploration program along with
additional funds to meet ongoing working capital needs. We have not taken any
specific steps nor have any specific plans to raise additional capital at the
present time.





We do not
have plans to purchase any significant equipment or change the number of our
employees during the next twelve months. Accordingly, after the next twelve
months, we will need to obtain additional financing for any new significant
operational or exploratory expenses.





**Off
Balance Sheet Arrangements**





As of
January 31, 2005, there were no off balance sheet arrangements.





**Results
of Operations for Period Ending January 31, 2005**





We did
not earn any revenues from inception through the period ending January 31, 2005.
We do not anticipate earning revenues until such time as we have entered into
commercial production of our mineral properties. We are presently in the
exploration stage of our business and we can provide no assurance that we will
discover commercially exploitable levels of mineral resources on our properties,
or if such resources are discovered, that we will enter into commercial
production of our mineral properties.





We
incurred operating expenses in the amount of $19,230 for the three months ended
January 31, 2005.


These
operating expenses included professional fees in the amount of $10,299,
exploration costs in the amount of $5,000, and office and administration
expenses in the amount of $3,900. The professional fees incurred for the three
month period ended January 31, 2005 primarily consisted of legal fees.





We
incurred operating expenses in the amount of $31,095 for the six months ended
January 31, 2005.








- 7
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These
operating expenses included professional fees in the amount of $16,329,
exploration costs in the amount of $7,358, and office and administration
expenses in the amount of $7,306.





Since our
inception, we incurred operating expenses in the amount of $44,539. Given that
we were incorporated on April 27, 2004, there is no comparable information
available for the same reporting period in the prior year.





We
anticipate our operating expenses will increase as we undertake our plan of
operations. The increase will be attributable to undertaking the additional
phases of our geological exploration program and the professional fees that we
will incur in connection with the filing of a registration statement with the
Securities Exchange Commission under the Securities Act of 1933. We anticipate
our ongoing operating expenses will also increase once we become a reporting
company under the Securities Exchange Act of 1934.





**Liquidity
and Capital Resources**





We had
cash of $68,310 and working capital of $59,529 as of January 31, 2005. As of our
first fiscal year end on July 31, 2004, we had cash of $102,496 and working
capital of $90,354.





We have
not attained profitable operations and are dependent upon obtaining financing to
pursue exploration activities beyond the second phase of our exploration
program. We have not taken any specific steps nor have any specific plans to
raise additional capital at the present time. For these reasons our auditors
stated in their report that they have substantial doubt we will be able to
continue as a going concern.









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**Item
3.** **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 January 31, 2005. This evaluation was carried out
under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, Mr. Scott Young. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective. There have been no significant
changes in our internal controls or in other factors, which could significantly
affect internal controls subsequent to the date we carried out our
evaluation.





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 Securities and Exchange
Commission'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 are
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 necessarily prevent all fraud and
material error. An internal control system, no matter how well conceived and
operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. 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.












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**PART
II - Other Information**





**Item 1.**  **Legal
Proceedings**





None.





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





On
February 24, 2005, the registration statement filed on Form SB-2 (Commission
file number 333-119632) was declared effective. We will not receive any proceeds
from the sale of the common stock by the selling shareholders whose shares of
common stock were registered.





**Item 3.**  **Defaults
upon Senior Securities**





None.





**Item 4.**  **Submission
of Matters to a Vote of Security Holders**





None.





**Item 5.**  **Other
Information**





None.





**Item 6.**  **Exhibits**





**Exhibit
      Number**
    **Description
      of Exhibit**3.1
    Articles
      of Incorporation13.2
    Amended
      Articles of Incorporation13.3
    By-laws14.1
    Sample
      Share Certificate110.1
    Property
      Acquisition Agreement dated September 14, 2004 between Chub Exploration
      Ltd. and Mr. Marvin A. Mitchell110.2
    Property
      Operating Agreement dated September 14, 2004 between Chub Exploration Ltd.
      and Mitchell Geological Services Inc.110.3
    Amending
      Agreement to the Property Operating Agreement dated September 14, 2004
      between Chub Exploration Ltd. and Mitchell Geological Services Inc.210.4
    Bill
      of Sale Absolute between Marvin Mitchell and Chub Exploration Ltd.231.1
    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
    Previously
      filed as an exhibit to the Registration Statement on Form SB-2 filed on
      October 8, 2004


2
    Previously
      filed as an exhibit to the Amendment No. 1 to the Registration Statement
      on Form SB-2 filed on December 1, 2004







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**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.





**Chubasco
Resources Corp.**





Date: **March
16, 2005**





By:/s/
Scott
Young


**Scott Young,**


President
and Director


Chief
Executive Officer and Chief Financial Officer


(Principal
Executive Officer)


(Principal
Accounting Officer)








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