U.S. SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





Form 10-Q





Mark One





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





For the quarterly period ended April 30, 2011





o
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.333-141328





Kitcher Resources Inc.

Now known as Amogear Inc.(Name of small business issuer in its charter)





Nevada

20-8107485(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)





7 Bond Street

Boston, Massachusetts 02118(Address of principal executive offices)(617) 372 3293(Issuer’s telephone number)





Securities registered pursuant to Section

12(b) of the Act:

Name of each exchange on whichregistered:NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, $0.001(Title of Class)





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 xNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 o   No o





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
o
Accelerated filer
oNon-accelerated filer
o
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 oNo x





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 o    No o





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 March 18, 2012Common Stock, $0.001

40,003,512*




*Reflects reverse stock split of one for five hundred (1:500) effective as of March 1, 2012.











KITCHER RESOURCES INC.





Form 10-Q





PART 1.    FINANCIAL INFORMATION

PageItem 1.
Financial StatementsBalance Sheets (Unaudited)


F-1Statements of Operations (Unaudited)


F-2Statement of Changes in Stockholders’ Equity (Unaudited)


F-3Statements of Cash Flows (Unaudited)


F-4Notes to Financial Statements (Unaudited)


F-5Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations


3Item 3.
Quantitative and Qualitative Disclosures About Market Risk


5Item 4.
Controls and Procedures


5PART II.   OTHER INFORMATIONItem 1.
Legal Proceedings


6Item 1A.
Risk Factors


6Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds


6Item 3.
Defaults Upon Senior Securities


6Item 4.
Removed and Reserved


6Item 5.
Other Information


6Item 6.
Exhibits


7





2





ITEM 1. FINANCIAL STATEMENTS




KITCHER RESOURCES INC.
 (An Exploration Stage Company) BALANCE SHEETS
 April 30,


January 31,2011


2011(Unaudited)


(Audited)Assets:Cash

$
-


$
-Total Assets


-



-Liabilities:Current LiabilitiesAccounts Payable and Accrued Liabilities


-



-Convertible Debt


1,700



1,700Total Liabilities


1,700



1,700Stockholders' Equity (Deficit):Common Stock par value .001 authorized 75,000,000shares, 750,000 shares issued and outstanding


750



750Additional Paid in Capital


96,250



93,250Deficit accumulated during exploration stage


(98,700
)


(95,700
)Total Stockholders' Deficit


(1,700
)


(1,700
)Total Liabilities and Stockholders' Deficit

$
-


$
-
 The accompanying notes are an integral part of these financial statements.
  F-1
 KITCHER RESOURCES, INC.
 (An Exploration Stage Company) STATEMENTS OF OPERATIONS (Unaudited)
 Three Months Ended

April 30,

2011


Three Months Ended

April 30,

2010


From Inception

(December 26,2006) to

April 30,

2011Revenues

$
-


$
-


$
-Costs of Services


-



-



-Gross Margin


-



-



-Operating Expenses:Exploration Expenses


-



-



10,000Impairment of Mineral Property


-



-



748General and Administrative


3,000



3,000



29,394Professional Fees


-



-



51,626Transfer Agent/Regulatory/Filing


-



-



6,932Operating Expenses


3,000



3,000



98,700Operating (Loss)


(3,000
)


(3,000
)


(98,700
)Income Tax


-



-



-Net Loss

$
(3,000
)

$
(3,000
)

$
(98,700
)Earning Per Common Share, Basic &Diluted

$
(0.00
)

$
(0.00
)Weighted Average SharesOutstanding


750,000



750,000
 
 The accompanying notes are an integral part of these financial statements.
  F-2
 KITCHER RESOURCES, INC.
 (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)
 FromInceptionThree Months


Three Months


(December 26,Ended


Ended


2006) toApril 30,


April 30,


April 30,2011


2010


2011CASH FLOW FROM OPERATING ACTIVITES:Net Loss for the Period

$
(3,000
)

$
(3,000
)

$
(98,700
)Adjustments to reconcile net loss to net cashused by operating activities:Impairment of Mineral Property


-



-



748Changes in Operating Assets and Liabilities:Increase in Accounts Payable


-



-



1,700Net Cash (Used) in Operating Activities


(3,000
)


(3,000
)


(96,252
)CASH FLOWS FROM INVESTING ACTIVITIES:Mineral Property Acquisition


-



-



(748
)Net Cash Used by Investing Activities


-



-



(748
)CASH FLOWS FROM FINANCING ACTIVITIES:Common Stock issued for cash


-



-



70,000Advance from Related Party


3,000



3,000



27,000Net Cash Provided by Financing Activities


3,000



3,000



97,000Net (Decrease) Increase in Cash


-



-



-Cash at Beginning of Period


-



-



-Cash at End of Period

$
-


$
-


$
-SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:Cash paid during the year for:Interest

$
-


$
-


$
-Franchise and Income Taxes

$
-


$
-


$
-
 The accompanying notes are an integral part of these financial statements.
  F-3
 KITCHER RESOURCES, INC.
 (An Exploration Stage Company) STATEMENTS OF STOCKHOLDERS' EQUITY For the period from December 26, 2006 (inception) to April 30, 2011
 Common


$0.001 Par


Additional

Paid in


Deficit

Accumulated During

Exploration


Total

Stockholders'Shares


Value


Capital


Stage


EquityBalance, December 26, 2006

$
-


$
-


$
-


$
-


$
-Stock issued for cash at $.001 per shareon December 29, 2006


500,000



500



19,500



-



20,000Net loss for the period


-



-



-



(8,088
)


(8,088
)Balance, January 31, 2007 (Audited)


500,000



500



19,500



(8,088
)


11,912Stock issued for cash at $.001 per shareon July 9, 2007


250,000



250



49,750



-



50,000Net loss for the year














(16,970
)


(16,970
)Balance, January 31, 2008 (Audited)


750,000



750



69,250



(25,058
)


44,942Net loss for the year














(44,942
)


(44,942
)Balance January 31, 2009 (Audited)


750,000



750



69,250



(70,000
)


-Contributed services










12,000







12,000Net loss for the year














(13,700
)


(13,700
)Balance January 31, 2010 (Audited)


750,000



750



81,250



(83,700
)


(1,700
)Services Contributed










12,000Net loss for the year














(12,000
)Balance January 31, 2011 (Audited)


750,000



750



93,250



(95,700
)


(1,700
)Contibuted services










3,000







3,000Loss for the period














(3,000
)


(3,000
)Balance April 30, 2011 (Unaudited)

$
750,000


$
750


$
96,250


$
(98,700
)

$
(1,700
)
 
 The accompanying notes are an integral part of these financial statements.
  F-4
 
  KITCHER RESOURCES INC.
 NOTES TO FINANCIAL STATEMENTS
  APRIL 30, 2011
  The Company
  Note 1 Organizational Background:
  Kitcher Resources Inc., a Nevada corporation, (hereinafter referred to as the "Company" or "Kitcher Resources ") was incorporated in the State of Nevada on December 26, 2006. The Company was formed to engage in the acquisition, exploration and development of natural resource properties. The Company acquired mineral claims during the initial period ending January 31, 2007 for $748.
  The Company's operations have been limited to general administrative operations, and initial property staking and investigation, and is considered to be an Exploration Stage Company .
 
 In October of 2011 the Company had a change of control and has embarked on a new business plan which is clothing and accessories for the mixed martial arts sports area.
  Significant Accounting Policies
  Use of EstimatesThe preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statement and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from the estimates.
  Cash and Cash Equivalents:For financial statement presentation purposes, the Company considers those short-term, highly liquid investments with original maturities of three months or less to be cash or cash equivalents.
  Property and Equipment  New property and equipment are recorded at cost.  Depreciation is computed using the straight-line method over the estimated useful lives of the assets, generally 5 years. Expenditures for renewals and betterments are capitalized. Expenditures for minor items, repairs and maintenance are charged to operations as incurred. Gain or loss upon sale or retirement due to obsolescence is reflected in the operating results in the period the event takes place.
  Valuation of Long-Lived Assets: We review the recoverability of our long-lived assets including equipment, goodwill and other intangible assets, when events or changes in circumstances occur that indicate that the carrying value of the asset may not be recoverable. The assessment of possible impairment is based on our ability to recover the carrying value of the asset from the expected future pre-tax cash flows (undiscounted and without interest charges) of the related operations. If these cash flows are less than the carrying value of such asset, an impairment loss is recognized for the difference between estimated fair value and carrying value. Our primary measure of fair value is based on discounted cash flows. The measurement of impairment requires management to make estimates of these cash flows related to long-lived assets, as well as other fair value determinations.
  F-5
  Stock Based Compensation:Stock-based awards to employees and non-employees are accounted for using the fair value method in accordance with ASC 718, Share-Based Payments.  Our primary type of share-based compensation consists of stock options. ASC 718 requires that companies measure and recognize compensation expense at an amount equal to the fair value of share-based payments granted under compensation arrangements.. We calculate the fair value of options using a Black-Scholes option pricing model. We do not currently have any outstanding options subject to future vesting.
  ASC 718 also requires the benefits of tax deductions in excess of recognized compensation expense to be reported in the Statement of Cash Flows as a financing cash inflow rather than an operating cash inflow. In addition, ASC 718 required a modification to the Company’s calculation of the dilutive effect of stock option awards on earnings per share.
  Accounting For Obligations And Instruments Potentially To Be Settled In The Company’s Own Stock: We account for obligations and instruments potentially to be settled in the Company’s stock in accordance with FASB ASC 815, Accounting for Derivative Financial Instruments.This issue addresses the initial balance sheet classification and measurement of contracts that are indexed to, and potentially settled in, the Company’s own stock.
  Subsequent Events:Subsequent events have been evaluated up to and including the date at which the financial statements were available-February of 2012.
  Fair Value of Financial Instruments:FASB ASC 825, “Financial Instruments,” requires entities to disclose the fair value of financial instruments, both assets and liabilities recognized and not recognized on the balance sheet, for which it is practicable to estimate fair value. FASB ASC 825 defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. At December 31, 2010 and 2009, the carrying value of certain financial instruments (cash and cash equivalents, accounts payable and accrued expenses.) approximates fair value due to the short-term nature of the instruments or interest rates, which are comparable with current rates
  Fair Value Measurements: FASB ASC 820 defines fair value and establishes a framework for measuring fair value and establishes a fair value hierarchy which prioritizes the inputs to the inputs to the valuation techniques. Fair value is the price that would be received to sell an asset or amount paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach, as specified by FASB ASC 820, are used to measure fair value.
  Fair Value Hierarchy
 
 FASB ASC 820  specifies a hierarchy of valuation techniques based upon whether the inputs to those valuation techniques reflect assumptions other market participants would use based upon market data obtained from independent sources (observable inputs), or reflect the Company’s own assumptions of market participant valuation (unobservable inputs). In accordance with FASB ASC 820, these two types of inputs have created the following fair value hierarchy:
  ·
Level 1 – Quoted prices in active markets that are unadjusted and accessible at the measurement date for identical, unrestricted assets or liabilities.·
Level 2 – Quoted prices for identical assets and liabilities in markets that are not active, quoted prices for similar assets and liabilities in active markets or financial instruments for which significant inputs are observable, either directly or indirectly.
 ·
Level 3 – Prices or valuations that require inputs that are both significant to the fair value measurement and unobservable.
 
 FASB ASC 820 requires the use of observable market data if such data is available without undue cost and effort.
  F-6
  Measurement of Fair Value
  The Company measures fair value as an exit price using the procedures described below for all assets and liabilities measured at fair value. When available, the Company uses unadjusted quoted market prices to measure fair value and classifies such items within Level 1. If quoted market prices are not available, fair value is based upon internally developed models that use, where possible, current market-based or independently-sourced market parameters such as interest rates and currency rates. Items valued using internally generated models are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be inputs that are readily observable. If quoted market prices are not available, the valuation model used generally depends on the specific asset or liability being valued. The determination of fair value considers various factors including interest rate yield curves and time value underlying the financial instruments.
  Earnings per Common Share: We have adopted the provisions of ASC 260, Earning per Share. ASC 260 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 income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing Diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.
  Effective June 13, 2011, we enacted a reverse split of the common stock in the amount of 1:40 Except as otherwise noted, all share numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred from inception.
  Income Taxes:We have adopted ASC 740, Accounting for Income Taxes.Pursuant to ASC 740, we are required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.
  We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of certain tax assets and liabilities, which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes.
  Deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax basis of assets and liabilities using the tax rates and laws in effect when the differences are expected to reverse. ASC 740 provides for the recognition of deferred tax assets if realization of such assets is more likely than not to occur. Realization of our net deferred tax assets is dependent upon our generating sufficient taxable income in future years in appropriate tax jurisdictions to realize benefit from the reversal of temporary differences and from net operating loss, or NOL, carryforwards. We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all of our net deferred tax asset. Management will continue to evaluate the realizability of the deferred tax asset and its related valuation allowance. If our assessment of the deferred tax assets or the corresponding valuation allowance were to change, we would record the related adjustment to income during the period in which we make the determination. Our tax rate may also vary based on our results and the mix of income or loss in domestic and foreign tax jurisdictions in which we operate.
  In addition, the calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax regulations. We recognize liabilities for anticipated tax audit issues in the U.S. and other tax jurisdictions based on our estimate of whether, and to the extent to which, additional taxes will be due. If we ultimately determine that payment of these amounts is unnecessary, we will reverse the liability and recognize a tax benefit during the period in which we determine that the liability is no longer necessary. We will record an additional charge in our provision for taxes in the period in which we determine that the recorded tax liability is less than we expect the ultimate assessment to be.
  ASC 740 which requires recognition of estimated income taxes payable or refundable on income tax returns for the current year and for the estimated future tax effect attributable to temporary differences and carry-forwards. Measurement of deferred income tax is based on enacted tax laws including tax rates, with the measurement of deferred income tax assets being reduced by available tax benefits not expected to be realized
  F-7
  Uncertain Tax Positions
  The Financial Accounting Standards Board issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, Accounting for Income Taxes” (“FIN No. 48”) which was effective for the Company on January 1, 2007.  FIN No. 48 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.  Under FIN No. 48, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.  The tax benefits recognized in the financial statements from such position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.  FIN No. 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods and disclosure requirements.
  Note 2- Recent Accounting Pronouncements
  In January 2010, the FASB issued an amendment to ASC 820, Fair Value Measurements and Disclosure, to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010.
  In January 2010, the FASB issued an amendment to ASC 505, Equity, where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The adoption of this standard is not expected to have a significant impact on the Company’s financial statements..
  In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principlesas the single source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with U.S. GAAP, aside from those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is intended to simplify user access to all authoritative U.S. GAAP by providing all authoritative literature related to a particular topic in one place. The adoption of ASC 105 did not have a material impact on the Company’s financial statements, but did eliminate references to pre-codification standards.
  Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.
  Note 3-Income Taxes:
  We have adoptedASC 740which provides for the recognition of a deferred tax asset based upon the value the loss carry-forwards will have to reduce future income taxes and management's estimate of the probability of the realization of these tax benefits. Our net operating loss carryovers incurred prior to 2011 considered available to reduce future income taxes were reduced or eliminated through our 2011 change of control (I.R.C. Section 382(a)) and the continuity of business limitation of I.R.C. Section 382(c).
  At January 31, 2011 we have a current operating loss carry-forward of $ 95,700 resulting in deferred tax assets of $32,538 We have determined it more likely than not that these timing differences will not materialize and have provided a valuation allowance against substantially all our net deferred tax asset.
  F-8
  Future utilization of currently generated federal and state NOL and tax credit carry forwards may be subject to a substantial annual limitation due to the ownership change limitations provided by the Internal Revenue Code of 1986, as amended and similar state provisions. The annual limitation may result in the expiration of NOL and tax credit carry forwards before full utilization.
  The Company is not under examination by any jurisdiction for any tax year..
  4. Commitments:
  The Company is not a party to any leases and does not have any commitments
  5. Stockholders' Equity:
  Common Stock
  We are currently authorized to issue up to 75,000,000 shares of $ 0.001 par value common stock. All issued shares of common stock are entitled to vote on a 1 share/1 vote basis..
  Stock Options
 
 There are no employee or non-employee options grants. All previously issued grants have expired.
  In June of 2011 we enacted a split of the common stock in the amount of 1:40. Except as otherwise noted, all share numbers have been restated to give retroactive effect to this reverse split. All per share disclosures retroactively reflect shares outstanding or issuable as though the reverse split had occurred from inception.
  Fair value of services:The sole officer and director provided, without cost to the Company, his services, valued at $800 per month. Also provided, without cost to the Company, was office space valued at $200 per month. The totalof these expenses were $3,000 for each quarter of April 2011 and 2010.and was reflected in the statement of operations as general and administrative expenses with a corresponding contribution of paid-in capital.
  Convertible Debt-The Company has a liability for $1,700 arising out of a transfer agent bill. This debt was assigned to a third party by the company and payable into convertible stock anytime after May 31, 2011 for 17,000,000 shares of stock at .0001.
  6. Change of Control:
  OnOctober 14, 2011 the holder of 1,000,000 shares of common stock sold such shares to Michael Ceccon through a Stock Purchase, and Sale Agreement. The agreement resulted in Ceccon owning 57.14% of the outstanding common shares.
 F-9





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





FORWARD-LOOKING STATEMENTS




This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.




Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.




In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "US$" refer to United States dollars and all references to "common shares" refer to the common shares in our capital stock.




As used in this quarterly report, the terms "we", "us", "our" and "our company" mean Kitcher Resources, Inc., unless otherwise indicated.




General Overview




We were incorporated pursuant to the laws of the State of Nevada on December 26, 2006. Since our incorporation, we had been in the business of the exploration and development of a mineral property consisting of 5 M.T.O. cells (totaling 5,446 acres) in southern British Columbia. Our property was without known reserves and our program was exploratory in nature.




We commenced Phase I of our exploration work on the claim in mid-November 2007. The completed fieldwork of the Phase I exploration program do not appear to indicate an economically viable mineral deposit. Our management decided to decrease our mineral property holdings in southern British Columbia from 5,446 acres to 3,020 acres. We currently hold 59 Mineral Title Grid Units comprising 3,020 acres under Tenure Numbers 583207, 583211, 583215 and 583203.




Our management is currently evaluating other potential business opportunities that might be available to our company. Our management will begin analyzing various alternatives available to our company to ensure our survival and to preserve our shareholder's investment in our common shares. This analysis will include sourcing additional forms of financing to continue in mineral exploration, or mergers and/or acquisitions. At this stage in our operations, we believe either course is acceptable, as our operations have not been profitable and our future prospects for our original business are not good.




3




Results of Operation




Three Month Period Ended April 30, 2011 Compared to Three Month Period Ended April 30, 2010.





For the three months ended April 30, 2011 the Company incurred a loss of $3,000 compared to a loss of $3,000 for the three months ended April 30, 2010 incurred as a result of administrative and overhead recognized costs.


LIQUIDITY AND CAPITAL RESOURCES





Three Month Period Ended April 30, 2011 Compared with Three months ended April 30, 2010





Our cash flows used from Operating Activities for the three months ended April 30, 2011 was $(3,000) compared to $(3,000) for the three months ended April 30, 2010.





PLAN OF OPERATION AND FUNDING




We will require additional financing in order to enable us to proceed with our product development program. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations. We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.




We presently do not have any arrangements for additional financing and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.




Material Commitments





PURCHASE OF SIGNIFICANT EQUIPMENT





We do not intend to purchase any significant equipment during the next twelve months.





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' report accompanying our January 31, 2011 and January 31, 2010 financial statements contains 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.




4





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Market risk represents the risk of loss that may impact our financial position, results of operations or cash flows due to adverse change in foreign currency and interest rates.





Exchange Rate





Our reporting currency is United States Dollars (“USD”).  In the event we acquire any properties outside of the United States, the fluctuation of exchange rates may have positive or negative impacts on our results of operations.





Interest Rate





Interest rates in the United States are generally stable. Any potential future loans will relate mainly to acquisition of properties and will be mainly short-term. However, our debt may be likely to rise in connection with expansion and if interest rates were to rise at the same time, this could have a significant impact on our operating and financing activities. We have not entered into derivative contracts either to hedge existing risks for speculative purposes.





ITEM 4. CONTROLS AND PROCEDURES





DISCLOSURE CONTROLS AND PROCEDURES





We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based on that evaluation, our management, including our CEO and CFO, concluded that our disclosure controls and procedures were not effective as of April 30, 2011 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.  We identified a material weakness in our internal control over financial reporting primarily attributable to limited accounting and SEC reporting expertise within the Company. Due to our exploration stage, we have limited financial ability to remedy this staffing deficiency at this time.





CHANGES IN INTERNAL CONTROLS





No significant changes were implemented in our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.





AUDIT COMMITTEE





Our Board of Directors has not established an audit committee. The respective role of an audit committee has been conducted by our Board of Directors. When established, the audit committee's primary function will be to provide advice with respect to our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.





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PART II. OTHER INFORMATION





ITEM 1. LEGAL PROCEEDINGS




On May 24, 2011, the District Court in and for Clark County, Nevada, appointed Joseph Arcaro as our custodian pursuant to Nevada Revised Statutes 78.347. This resulted from the abandonment by Raminder Badyal as the sole executive officer and member of the Board of Directors. A copy of the documentation filed with the Nevada District Court and the Court Order dated May 24, 2011 (the “Court Order”) is attached as an exhibit. On May 30, 2011, the court appointed custodian, Joseph Arcaro, appointed himself to serve as our sole executive officer (President, Secretary and Treasurer) and member of the Board of Directors on an interim basis.  Under Nevada statutory law and the Court Order, the custodian had the express authority to appoint a new board and new statutory officers. On June 2, 2011, we were reinstated under the laws of the State of Nevada and currently in good standing.




On March 8, 2012, the Nevada District Court order termination of the custodianship. A copy of the termination order is attached as an exhibit.




Other than as referenced above, we are not currently involved in any legal proceedings and we are not aware of any pending or potential legal actions.




ITEM IA. RISK FACTORS





No report required





ITEM 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS





No report required.





ITEM 3. DEFAULTS UPON SENIOR SECURITIES





No report required.





ITEM 4. Removed and Reserved





ITEM 5. OTHER INFORMATION





No report required.




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ITEM 6. EXHIBITS





The following exhibits are filed as part of this Quarterly Report.




EXHIBIT NO.

DOCUMENT31.1

Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.31.2

Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.32.1

Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.




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KITCHER RESOURCES INC.


SIGNATURES





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








KITCHER RESOURCES INC.Dated: April 3, 2012
By:
/s/ Michael CecconMichael Ceccon, President/ChiefExecutive OfficerDated: April 3, 2012
By:
/s/ Michael CecconMichael Ceccon, Chief Financial Officer