UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION


Washington,
D.C. 20549




FORM 10-QSB/A


Amendment No.
2




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




For the
quarterly period ended SEPTEMBER 30,
2007




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




For the
transition period __________ to __________




Commission
File Number        333-112830




VANGUARD MINERALS
COPORATION


(formerly
Knewtrino, Inc.)


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




NEVADA
            Nil(State
      or other jurisdiction of incorporation
      or organization)
            (IRS
      Employer Identification No.)601
      UNION STREETTWO UNION SQUARE 42ND FLOOR
              SEATTLE,
      WA
            98101(Address
      of principal executive offices)
            (Zip
      Code)Issuer’s
      telephone number, including area code:
            604-351-1694





Knewtrino,
Inc.


(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.


[X]
Yes[  ]No




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




State the
number of shares outstanding of each of the issuer’s classes of common stock, as
of the latest practicable date: 76,020,000 common shares, par value of $0.001
per share, outstanding as of September 30, 2007.




Traditional
Small Business Disclosure Format (check one):  [  ] Yes  [X]
No






















TABLE OF
CONTENTS


PagePART I - FINANCIAL
      INFORMATIONItem
      1:
            Financial
      Statements
            3Item
      2:
            Plan
      of Operation
            14Item
      3:
            Controls
      and Procedures
            18PART II - OTHER
      INFORMATIONItem
      1:
            Legal
      Proceedings
            19Item
      2:
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            19Item
      3:
            Defaults
      Upon Senior Securities
            19Item
      4:
            Submission
      of Matters to a Vote of Security Holders
            19Item
      5:
            Other
      Information
            19Item
      6:
            Exhibits
            19



















2





PART I - 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 three months ended September 30, 2007 are not
necessarily indicative of the results that can be expected for the year ending
December 31, 2007.





The
following interim unaudited financial statements of Vanguard Minerals
Corporation (the “Company”) for the three-month period ended September 30, 2007
are included with this Quarterly Report on Form 10-QSB:








(a)
            Interim
      balance sheets as of September 30, 2007 and December 31,
    2006;





(b)
            Interim
      statements of operations for the nine months ended September 30, 2007 and
      2006 and for the period from August 25, 2003 (inception) to September 30,
      2007 (cumulative);





(c)
            Interim
      statements of cash flows for the nine months ended September 30, 2007 and
      2006 and for the period from August 25, 2003 (inception) to September 30,
      2007 (cumulative);





(d)
            Interim
      statements of stockholders’ equity (deficiency) for the period from August
      25, 2003 (inception) to September 30, 2007 (cumulative);
    and





(e)
            Notes
      to the financial statements.




















3

























VANGUARD MINERALS
CORPORATION




(A
Development Stage Company)




INTERIM
FINANCIAL STATEMENTS




September
30, 2007




(Stated
in US Dollars)




(Unaudited)


4




VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 INTERIM
BALANCE SHEETS
 September
30, 2007 and December 31, 2006
 (Stated
in US Dollars)
 (Unaudited)
 
 
 September
      30
              
              
              December
      312007
              
              
              2006ASSETSCurrentCash
              
              $
              52,222
              
              
              $
              288,107Prepaid
      expenses
              
              
              7,293
              
              
              
              9,65559,515
              
              
              
              297,762Instant
      Wirefree technology
              
              
              -
              
              
              
              46,200Capital
      – Note 4
              
              
              18,738
              
              
              
              12,174$
              78,253
              
              
              $
              356,136LIABILITIESCurrentAccounts
      payable and accrued liabilities – Note 5
              
              $
              49,284
              
              
              $
              24,11449,284
              
              
              
              24,114STOCKHOLDERS’
      DEFICIENCYCapital
      stockAuthorized:500,000,000
      common shares with par value of $0.001Issued:76,020,000
      common shares (2006: 76,020,000)
              
              
              76,020
              
              
              
              76,020Additional
      paid-in capital
              
              
              1,354,252
              
              
              
              1,354,252Warrants
              
              
              210,000
              
              
              
              210,000Deficit
      accumulated during the Development Stage
              
              
              (1,611,303
              )
              
              
              (1,308,250
              )28,969
              
              
              
              332,022$
              78,253
              
              
              $
              356,136
  
 SEE
ACCOMPANYING NOTES
  5
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 INTERIM
STATEMENTS OF OPERATIONS
 for the
three months and nine months ended September 30, 2007 and 2006
 for the
period August 25, 2003 (Date of Incorporation) to September 30,
2007
 (Stated
in US Dollars)
 (Unaudited)
 
 Three
      months ended September 30, 2007
              
              
              Three
      months ended September 30, 2006
              
              
              Nine
      months ended September 30, 2007
              
              
              Nine
      months ended September 30, 2006
              
              
              August
      25, 2003 (Date of Incorporation) to September 30,2007ExpensesAudit
      and accounting
              
              $
              4,177
              
              
              $
              4,330
              
              
              $
              10,586
              
              
              $
              9,250
              
              
              $
              61,034Bank
      charges
              
              
              130
              
              
              
              115
              
              
              
              346
              
              
              
              509
              
              
              
              2,073Consulting
      fees – Note 5
              
              
              29,790
              
              
              
              -
              
              
              
              29,790
              
              
              
              7,000
              
              
              
              69,163Depreciation
              
              
              2,277
              
              
              
              530
              
              
              
              6,009
              
              
              
              530
              
              
              
              7,933Filing
      and registration fees
              
              
              861
              
              
              
              2,750
              
              
              
              2,174
              
              
              
              6,249
              
              
              
              22,248Insurance
              
              
              -
              
              
              
              1,152
              
              
              
              -
              
              
              
              1,152
              
              
              
              1,152Interest
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,500
              
              
              
              7,500Investor
      relations
              
              
              -
              
              
              
              20,420
              
              
              
              1,445
              
              
              
              20,420
              
              
              
              33,192Legal
      fees
              
              
              5,028
              
              
              
              7,588
              
              
              
              20,256
              
              
              
              41,969
              
              
              
              127,207Meals
      and entertainment
              
              
              -
              
              
              
              667
              
              
              
              -
              
              
              
              667
              
              
              
              667Mineral
      property costs
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,500
              
              
              
              156,196Office
      and miscellaneous
              
              
              646
              
              
              
              6,156
              
              
              
              1,511
              
              
              
              6,156
              
              
              
              14,888Product
      development
              
              
              33,200
              
              
              
              66,828
              
              
              
              122,740
              
              
              
              66,828
              
              
              
              262,663Rent
      and utilities
              
              
              7,710
              
              
              
              7,119
              
              
              
              23,515
              
              
              
              7,119
              
              
              
              38,534Salaries
      and compensation – Note 5
              
              
              11,547
              
              
              
              -
              
              
              
              36,694
              
              
              
              -
              
              
              
              89,694Telephone
      and internet
              
              
              482
              
              
              
              -
              
              
              
              1,787
              
              
              
              -
              
              
              
              4,808Travel
              
              
              -
              
              
              
              57
              
              
              
              
              
              
              
              57
              
              
              
              13,082Loss
      before other item
              
              
              (95,848
              )
              
              
              (117,712
              )
              
              
              (256,853
              )
              
              
              (171,906
              )
              
              
              (912,034
              )Foreign
      exchange gain (loss)
              
              
              ( -
              )
              
              
              1,113
              
              
              
              ( -
              )
              
              
              (153
              )
              
              
              43Fair
      value of discount on private placement
              
              
              -
              
              
              
              (553,188
              )
              
              
              
              
              
              
              (653,112
              )
              
              
              (653,112
              )Impairment
      in Instant Wirefree technology
              
              
              -
              
              
              
              -
              
              
              
              (46,200
              )
              
              
              -
              
              
              
              (46,200
              )Net
      loss for the period
              
              $
              (95,848
              )
              
              $
              (669,787
              )
              
              $
              ( 303,053
              )
              
              $
              (825,171
              )
              
              $
              (1,611,303
              )Basic
      loss per share
              
              $
              (0.00
              )
              
              $
              (0.01
              )
              
              $
              (0.00
              )
              
              $
              (0.02
              )Weighted
      average number of common shares outstanding
              
              
              76,020,000
              
              
              
              76,020,000
              
              
              
              76,020,000
              
              
              
              46,311,111
   SEE
ACCOMPANYING NOTES
  6
 
 VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 INTERIM
STATEMENTS OF CASH FLOWS
 for the
periods ended September 30, 2007 and 2006
 for the
period August 25, 2003 (Date of Incorporation) to September 30,
2007
 (Stated
in US Dollars)
 (Unaudited)
 
 Nine
      months ended September 30, 2007
              
              
              Nine
      months ended September 30, 2006
              
              
              August
      25, 2003 Date of Incorporation) to September 30, 2007Operating
      ActivitiesNet
      loss for the period
              
              $
              (303,053
              )
              
              $
              (825,171
              )
              
              $
              (1,611,303
              )Adjustment
      for non-cash items:Depreciation
              
              
              6,009
              
              
              
              530
              
              
              
              7,933Capital
      stock issued for mineral property costs
              
              
              -
              
              
              
              -
              
              
              
              32,500Fair
      value discount on private placement
              
              
              -
              
              
              
              653,112
              
              
              
              653,112Impairment
      in Instant Wirefree technology
              
              
              46,200
              
              
              
              -
              
              
              
              46,200Change
      in non-cash working capital balances related to OperationsPrepaid
      expenses
              
              
              2,362
              
              
              
              (2,293
              )
              
              
              (7,293
              )Accounts
      payable and accrued liabilities
              
              
              25,170
              
              
              
              (6,806
              )
              
              
              49,284Net
      cash used in operations
              
              
              (223,312
              )
              
              
              (180,628
              )
              
              
              (829,567
              )Investing
      ActivitiesAcquisition
      of capital assets
              
              
              (12,573
              )
              
              
              (8,916
              )
              
              
              (26,671
              )Instant
      Wirefree technology
              
              
              -
              
              
              
              (27,500
              )
              
              
              (27,500
              )(12,573
              )
              
              
              (36,416
              )
              
              
              (54,171
              )Financing
      ActivitiesCapital
      stock issued
              
              
              -
              
              
              
              420,000
              
              
              
              722,700Promissory
      notes
              
              
              -
              
              
              
              850
              
              
              
              213,260Net
      cash provided by financing activities
              
              
              -
              
              
              
              420,850
              
              
              
              935,960Increase
      (decrease) in cash during the period
              
              
              (235,885
              )
              
              
              203,806
              
              
              
              52,222Cash,
      beginning of period
              
              
              288,107
              
              
              
              273,841
              
              
              
              -Cash,
      end of period
              
              $
              52,222
              
              
              $
              477,647
              
              
              $
              52,222Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
              
              $
              -
              
              
              $
              -
              
              
              $
              -Income
      taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -Non-cash
      transactionsShares
      issued on acquisition of Instant Wirefree, Inc.
              
              $
              -
              
              
              $
              18,700
              
              
              $
              18,700Shares
      issued to settle debt
              
              $
              -
              
              
              $
              -
              
              
              $
              213,260
 
 SEE
ACCOMPANYING NOTES
 
  7
 
 VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 INTERIM
STATEMENT OF STOCKHOLDERS’ EQUITY
 for the
period from August 25, 2003 (Date of Incorporation) to September 30,
2007
 (Stated in US
Dollars)
 
 Common
      Stock
              
              
              Additional
                Paid-in
              
              
              
              
              
              Deficit
      Accumulated During the Pre-explorationShares
              
              
              Par Value
              
              
              Capital
              
              
              Warrants
              
              
              Stage
              
              
              TotalCommon
      stock issued for cash – at $0.001
              
              
              2,700,000
              
              
              $
              2,700
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              2,700Common
      stock issued for mineral property costs – at $0.05
              
              
              650,000
              
              
              
              650
              
              
              
              31,850
              
              
              
              
              
              
              
              -
              
              
              
              32,500Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (127,977
              )
              
              
              (127,977
              )Balance,
      December 31, 2003
              
              
              3,350,000
              
              
              $
              3,350
              
              
              $
              31,850
              
              
              
              
              
              
              $
              (127,977
              )
              
              $
              (92,777
              )Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (84,812
              )
              
              
              (84,812
              )Balance,
      December 31, 2004
              
              
              3,350,000
              
              
              $
              3,350
              
              
              $
              31,850
              
              
              
              
              
              
              $
              (212,789
              )
              
              $
              (177,589
              )Common
      stock issued for cash pursuant to a public offering at
$.05
              
              
              6,000,000
              
              
              
              6,000
              
              
              
              294,000
              
              
              
              
              
              
              
              
              
              
              
              300,000Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (85,922
              )
              
              
              (85,922
              )Balance,
      December 31, 2005
              
              
              9,350,000
              
              
              $
              9,350
              
              
              $
              325,850
              
              
              
              
              
              
              $
              (298,711
              )
              
              $
              36,489Common
      stock issued for shares of Instant Wirefree, Inc. at $.
001
              
              
              18,700,000
              
              
              
              18,700
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              18,700Common
      stock issued for debt at $.004
              
              
              47,550,000
              
              
              
              47,550
              
              
              
              165,710
              
              
              
              
              
              
              
              -
              
              
              
              213,260Common
      stock issued for cash pursuant to a private placement at $ 1.00 per
      share
              
              
              420,000
              
              
              
              420
              
              
              
              209,580
              
              
              
              210,000
              
              
              
              -
              
              
              
              420,000Fair
      value discount on private placement
              
              
              
              
              
              
              
              
              
              
              653,112
              
              
              
              
              
              
              
              
              
              
              
              653,112Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (1,009,539
              )
              
              
              (1,009,539
              )Balance,
      December 31, 2006
              
              
              76,020,000
              
              
              
              76,020
              
              
              $
              1,354,252
              
              
              $
              210,000
              
              
              $
              (1,308,250
              )
              
              $
              332,022Net
      loss for the period
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              (303,053
              )
              
              
              (303,053
              )Balance,
      September 30, 2007
              
              
              76,020,000
              
              
              $
              76,020
              
              
              $
              1,354,252
              
              
              $
              210,000
              
              
              $
              (1,611,303
              )
              
              $
              28,969
   
 SEE
ACCOMPANYING NOTES
  8
 
 VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 NOTES TO
THE  INTERIM FINANCIAL STATEMENTS
 September
30, 2007
 (Stated
in US Dollars)
 (Unaudited)
 
 Note
      1
              Interim
      Reporting
 
 The
accompanying unaudited interim financial statements have been prepared by
Vanguard Minerals Corporation ( 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. These interim financial
statements should be read in conjunction with the audited financial statements
of the Company for the fiscal year ended December 31, 2006.
 
 The
results of operations for the nine months ended September 30, 2007 are not
indicative of the results that may be expected for the full year.
 
 Note
      2
              Nature and Continuance
      of Operations
 
 The
Company was incorporated in the State of Nevada, United States of America on
August 25, 2003.  The Company’s fiscal year end is December
31.
 
 The
Company is in the development stage.  The Company entered into a
mineral license option agreement to explore and mine two properties in
Mongolia.  On April 19, 2006, the Company terminated the option
agreements it previously held.
 
 On May 2,
2006, the Company changed its name to Knewtrino, Inc.
 
 On May
24, 2006, the Company entered into an agreement to acquire certain technology
owned by Instant Wirefree, Inc. by acquiring 100% of the common shares of
Instant Wirefree, Inc. in exchange for cash in the amount of $ 27, 500 and
18,700,000 common shares of the Company.
 
 During
the period, the Company changed its business focus and as a result will no
longer be developing the Instant Wirefree technology. As a result Vanguard has
recognized an impairment of $ 46,200 in the value of the technology
asset.
 
 On
September 19, 2007, the Company changed its name to Vanguard Minerals
Corporation.
 
 The
financial statements have been prepared using generally accepted accounting
principles in the United States of America applicable for a going concern which
assumes that the Company will realize its assets and discharge its liabilities
in the ordinary course of business.  At September 30, 2007, the
Company has not yet attained profitable operations and has accumulated losses of
$1,611,303 since its commencement.  Its ability to continue as a going
concern is dependent upon the ability of the Company to generate profitable
operations and/or obtain the necessary financing to meet its obligations and pay
its liabilities arising from normal business operations when they come
due.
 
 
  9
  Knewtrino
Inc.
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 Notes to
the  Interim Financial Statements
 September
30, 2007
 (Stated
in US Dollars)
 -Page
2
 
 
 The
Company has obtained financing from share subscriptions and by loans from its
shareholders; however, there is no guarantee that additional funds from its
shareholders will be received in the future.  The Company may also
solicit loans from other non-affiliated individuals; however, there is no
assurance that such loans can be negotiated or that such financing will be
available on terms favourable to the Company.  The Company may also
obtain additional financing by the sale of its common stock; however, the
Company is not publicly listed nor is its stock currently quoted or traded but
there currently are plans for the sale of common stock.  There can be
no assurance that such additional funding will be available on acceptable terms,
if at all.
 
 
 Note
      3
              Significant Accounting
      Policies
 
 The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of
America.  Because a precise determination of many assets and
liabilities is dependent upon future events, the preparation of financial
statements for a period necessarily involves the use of estimates which have
been made using careful judgment.  Actual results may vary from these
estimates.
 
 The
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)
              Development
      Stage Company
  The
Company complies with Financial Accounting Standard Board Statement No. 7 and
The Securities and Exchange Commission Act Guide 7 for its characterization of
the Company as development stage.
 
  (b)
              Capital
      Assets
  Capital
assets are recorded at cost and are being depreciated on a straight line basis
at the following annual rates:
  Computer
      equipment
              3
      years
 Furniture
      and fixtures
              5
      years
 Leasehold
      improvements
              3
      years
 
   10
  Knewtrino
Inc.
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 Notes to
the  Interim Financial Statements
 September
30, 2007
 (Stated
in US Dollars)
 -Page
3
 
  
  (c)
              Mineral
      Properties
  Costs of
license acquisition, exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred.
 
 (d)
              Environmental
      Costs
  Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate.  Expenditures that relate to an existing condition caused
by past operations and which do not contribute to current or future revenue
generation, are expensed.  Liabilities are recorded when environmental
assessments and/or remedial efforts are probable, and the cost can be reasonably
estimated.  Generally, the timing of these accruals coincide with the
earlier of completion of a feasibility study or the Company's commitments to
plan of action based on the then known facts.
  (e)
              Income
      Taxes
  The
Company uses the asset and liability method of accounting for incomes taxes
pursuant to Statement of Financial Accounting Standards (“FAS”), No 109 "
Accounting for Income Taxes".  Under the assets and liability method
of FAS 109, deferred tax assets and liabilities are recognized for the future
tax consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.
 
 (f)
              Basic
      Loss per Share
  The
Company reports basic loss per share in accordance with the FAS No. 128,
"Earnings per Share".  Basic loss per share is computed using the
weighted average number of shares outstanding during the period.
 
  11
  Knewtrino
Inc.
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 Notes to
the  Interim Financial Statements
 September
30, 2007
 (Stated
in US Dollars)
 -Page
4
 
 
  (g)
              Foreign
      Currency Translation
  The
Company’s functional currency is United States ( “U.S”) as substantially all of
the Company’s operations use this denomination.  The Company uses the
United States dollar as its reporting currency for consistency with registrants
of the Securities and Exchange Commission (“SEC”) and in accordance with the
Statement of Financial Accounting (“FAS”) No. 52.
 
 Transactions
undertaken in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction
date.  Any exchange gains and losses would be included in Other Income
(Expenses) on the Statement of Operations.
  
 Note
      4
              Capital
      Assets
 
 Net
      Book ValueAccumulated
              
              
              September
      30Cost
              
              
              Amortization
              
              
              2007
              
              
              2006Computer
      equipment
              
              $
              17,922
              
              
              $
              5,402
              
              
              $
              12,520
              
              
              $
              4,618Furniture
      and fixtures
              
              
              6,569
              
              
              
              1,623
              
              
              
              4,946
              
              
              
              5,740Leasehold
      improvements
              
              
              2,180
              
              
              
              908
              
              
              
              1,272
              
              
              
              1,816$
              26,671
              
              
              $
              7,933
              
              
              $
              18,738
              
              
              $
              12,174
 
 
 Note
      5
              Related Party
      Transactions
 
 The
Company was charged the following expenses by shareholders and directors of the
Company:
 
  12
  
 Nine
      months ended
              
              
              August
      25, 2003 (Date of Incorporation) toSeptember 30
              
              
              September
      30,2007
              
              
              2006
              
              
              2007Consulting
      fees
              
              $
              -
              
              
              $
              2,000
              
              
              $
              34,305Interest
              
              
              -
              
              
              
              2,500
              
              
              
              7,500Office
      and miscellaneous
              
              
              -
              
              
              
              -
              
              
              
              1,000Salaries
      and compensation
              
              
              36,694
              
              
              
              -
              
              
              
              89,694Mineral
      property costs
              
              
              -
              
              
              
              -
              
              
              
              2,000$
              36,694
              
              
              $
              4,500
              
              
              $
              134,499
 
 These
charges were measured by the exchange amount, which is the amount agreed upon by
the transacting parties.
 
 Included
in accounts payable and accrued liabilities is $4,000 (December 31, 2006: $nil)
owed to a shareholder of the Company with respect to unpaid consulting
fees.


13





Item 2.
            MANAGEMENT'S DISCUSSION AND
      ANALYSIS OR PLAN OF OPERATION




Cautionary Statement Regarding
Forward-Looking Statements




The
information in this Quarterly Report on Form 10-QSB/A contains 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.
These forward-looking statements involve risks and uncertainties, including
statements regarding our markets, capital needs, business plans and
expectations. Such forward-looking statements involve risks and uncertainties
regarding the ability to continue mining exploration on a timely basis, that we
will attract customers, that there will be no material adverse competitive or
regulatory change in conditions in our business, that our President will remain
employed as such, that our forecasts accurately anticipate market demand, and
that there will be no material adverse change in our operations or business or
in governmental regulations affecting our business, availability of funds,
common share prices, operating costs, capital costs, and other factors.
Forward-looking statements are made, without limitation, in relation to
marketing plans, operating plans, availability of funds, and ongoing capital and
operating costs. Any statements contained herein that are not statements of
historical facts may be deemed to be forward-looking statements. In some cases,
you can identify forward-looking statements by terminology such as "may",
"will", "should", "expect", "plan", "intend", "anticipate", "believe",
"estimate", "predict", "potential" or "continue", the negative of such terms or
other comparable terminology. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the
risks outlined below, and, from time to time, in other reports we file with the
SEC. These factors may cause our actual results to differ materially from any
forward-looking statement. We disclaim any obligation to publicly update these
statements, or disclose any difference between its actual results and those
reflected in these statements. The information constitutes forward-looking
statements within the meaning of the Private Securities Litigation Reform Act of
1995. Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.




Overview




Vanguard
Minerals Corporation, formerly Knewtrino, Inc., (the “Company”) was originally
incorporated as Mongolian Explorations Ltd. on August 25, 2003, under the laws
of the State of Nevada. We were originally founded to conduct mineral
explorations in Mongolia. Although we did exploratory feasibility work on
mineral lease development, we abandoned our mineral exploration efforts in
April, 2006 due to the deteriorating political and security situation in
Mongolia and specifically due to intense protests over North American mining
concessions in that country which jeopardize the safety of our consultants as
well as undermining our confidence that we will ever be able to see a return on
our continued investments to develop the properties. Since that time, we had
appointed an interim chief executive officer, Jenifer Osterwalder, who saw us
through our transition out of the mineral exploration business and now are under
the leadership of a new chief executive officer, Vladimir Fedyunin, and we were
in the process of developing a business around cell phone enabled wireless
applications. Toward that end, we acquired the intellectual property of wireless
technology start-up Instant Wirefree, Inc., a Nevada
corporation.  Unfortunately, we were not able to make the transition
to the ultra-competitive field of cell phone wireless
applications.  In June, 2007, we made the decision to abandon this
line of business and to no longer pursue commercialization of any product in the
wireless space.  Instead, we have returned to our original, core focus
of mining, where the company has its roots, however, we wish to find a more
politically stable and less dangerous environment to mine in than
Mongolia.  Toward that end, our Chief Executive Officer is currently
involved in exploring mining opportunities which may have a good
fit.  We have not yet concluded any agreements regarding any such
potential mining operations, but are actively seeking partners and opportunities
in the mineral exploration space.  In September, 2007, we changed our
name to Vanguard Minerals Corporation to reflect our renewed commitment to our
traditional core business of mineral exploration.





14




Results of
Operations




Until
April 19, 2006, we have been involved primarily in organizational activities,
the acquisition of the option to acquire the Altan as well as the Ovorkhangai
property mineral licenses, obtaining a geological report on our mineral licenses
and initiating the first phase of exploration. After April 19, 2006, when we
abandoned these efforts, we have acquired wireless technology from Instant
Wirefree, Inc., a Nevada corporation.  We attempted to commercialize
technology for the wireless space but abandoned that effort in June,
2007.  We are currently in the process of returning to our core
business of mining. We incurred an accumulated net loss of $911,991 for the
period from inception to September 30, 2007. We have had no revenues from
operations since our inception.





We do not
plan to buy or sell any plant or significant equipment during the next twelve
months. We are currently in the process of seeking a mining opportunity. We do
not yet have any products or services available for sale and are not conducting
any mining operations.   Consistent with our attempt to enter the
wireless space, we acquired Instant Wirefree, Inc. and received consultation
from its president, Harshawardan Shetty.   On October 18, 2006,
we appointed Mr. Shetty to our board of directors. On July 27, 2007, Mr. Shetty
resigned from our board of directors because of a prohibition against serving on
public boards by his new employer.




Financial Condition and
Liquidity




Overview


Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred an accumulated net
loss of $1,611,303 for the period from inception to September 30,
2007.





Our
financial statements included in this report have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of business.


















15





Cash and Working
Capital





The
Company's cash balance as of September 30, 2007 was $52,222, as compared to the
cash balance of $288,107 as of December 31, 2006.






Period Ending September 30,
2007


Operating
expenses for the three month period ended September 30, 2007 totaled $95,848 and
from inception to the period ended September 30, 2007 totaled $912,034. The
company experienced a net loss of $95,848 and $1,611,303 for the three month
period ended September 30, 2007 and from inception to period ended September 30,
2007, respectively, against no revenue from operations. The difference between
our expenses and our net loss is attributable to the amount of a discount given
in our private placement, the impairment of the instant wirefree assets and a
foreign currency gain. The major expenses during this three month period were
for legal and accounting fees.
 
 The
earnings per share (fully diluted -- weighted average) was a net loss of $0.00
for the three month period ended September 30, 2007.





Liquidity
and Capital Resources





For the
nine month period ended September 30, 2007, net cash used in operating
activities, consisting mostly of loss from operations was $223,312. For the
period from inception to September 30, 2007, net cash used in operating
activities, consisting mostly of loss from operations was $829,567.





For the
period from inception to September 30, 2007, net cash resulting from financing
activities was in the amount of $935,960.





Our
capital resources have been limited. We currently do not, and have not yet
determined when we will, generate revenue for our technology activities, and to
date have relied on the sale of equity and related party loans for cash required
for our exploration activities. The company has no external sources of liquidity
in the form of credit lines from banks. No investment banking agreements are in
place and there is no guarantee that the company will be able to raise capital
in the future should that become necessary.







Future
Financings




We
anticipate that if we pursue any additional financing, the financing would be an
equity financing achieved through the sale of our common stock. We do not have
any arrangement in place for any debt or equity financing. If we are successful
in completing an equity financing, existing shareholders will experience
dilution of their interest in our company. If we do not secure additional
financing in the future we may consider bringing in a joint venture partner to
provide the required funding. We have not, however, undertaken any efforts to
locate a joint venture partner. In addition, we cannot provide investors with
any assurance that we will be able to locate a joint venture partner now that we
have abandoned our mineral leases and have not yet replaced those assets with a
specific potential revenue source.











16





Off Balance Sheet
Arrangements




We have
no significant 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 is material to
stockholders.






Significant
Contingencies




Our
financial statements have been prepared assuming we will continue as a going
concern. Our independent auditors have made reference to the substantial doubt
about our ability to continue as a going concern in their report of independent
registered public accounting firm on our audited financial statements for the
year ended December 31, 2006. Our continuation is dependent upon the ability of
the Company to generate profitable operations in the future and/or to obtain the
necessary financing to meet its obligations and pay its liabilities arising from
normal business operations when they come due. The outcome of these matters
cannot be predicted with any certainty at this time and raise substantial doubt
that the Company will be able to continue as a going concern.




Plan of Operation




We are
uncertain of what our plan of operation over the next 12 months will be. We
intend to return to our roots in the mining exploration field, but to seek a
more politically stable environment than the one in Mongolia.  We
currently do not have any mineral leases or any mining operations of any
kind.





We believe our cash reserves are sufficient to meet our obligations
for the next twelve month period and to pay for administrative expenses of
complying with our obligations as a reporting issuer under the Securities
Exchange Act of 1934. These expenses will be in addition to the cost of
completing our exploration and eventual commencement of a new business in a
field of technology not yet determined. Since we do not know what our eventual
business will be, there is no way to know what we might wish to spend on such a
venture, if finances permitted.














17





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 September 30, 2007. This evaluation was carried
out under the supervision and with the participation of our officer and
director, Vladimir Fedyunin. Based upon that evaluation, Mr. Fedyunin concluded
that, as of September 30, 2007, our disclosure controls and procedures are
effective. There have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls subsequent to
the date we carried out our evaluation.





Disclosure
controls and procedures 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, 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. 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.

















18





PART II - OTHER
INFORMATION








Item 1. 
LEGAL PROCEEDINGS




We are
not party to any legal proceedings.








Item 2. 
CHANGES IN SECURITIES AND USE OF PROCEEDS




None.








Item 3. 
DEFAULT UPON SENIOR SECURITIES




None.








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





None.








Item 5. 
OTHER INFORMATION




On July
27, 2007, Harshawardan Shetty resigned from our board of directors because of a
prohibition against serving on public boards by his new employer.  In
June, 2007, we made the decision to abandon all attempts to commercialize or
develop any wireless products or services of any kind including any use or
commercialization of the technology we acquired from Instant Wirefree,
Inc.  We are currently seeking to return to the field of mining, where
the company has its roots, however, we wish to find a more politically stable
and less dangerous environment to mine in than Mongolia.  Toward that
end, our Chief Executive Officer is currently involved in exploring mining
opportunities which may have a good fit.  We have not yet concluded
any agreements regarding any such potential mining operations, but are actively
seeking partners and opportunities in the mineral exploration
space.  In September, 2007, we changed our name to Vanguard Minerals
Corporation to reflect our return to our traditional core business of
mining.








Item 6. 
EXHIBITS and Reports on Form 8-k





(a) Exhibits




Exhibits
            Document
      Description





3.1
            Articles
      of Incorporation, incorporated by reference from our Prospectus on Form
      SB-2 filed February 13, 2004. File Number
  333-112830.


3.2
            Bylaws,
      incorporated by reference from our Prospectus on Form SB-2 filed February
      13, 2004. File Number 333-112830.


31.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report
      on Form 10-QSB/A.


32.1
            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. Filed as an Exhibit to this Quarterly Report
      on Form 10-QSB/A.








19





(b)
REPORTS ON FORM 8-K





None.
















































































20





SIGNATURES




Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




Vanguard Minerals
      CorporationDATE: April 21,
      2008
            /s/ Vladimir
      FedyuninVladimir
      FedyuninPresident,
      CEO, Director, Principal
              Financial
      and Accounting Officer








































21