UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  FORM
10-Q
  [X]  Quarterly
Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
  For the
quarterly period ended June 30,
2009
  [ 
]  Transition Report pursuant to 13 or 15(d) of the Securities
Exchange Act of 1934
  For the
transition period __________ to __________
  Commission
File Number        000-51640
  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 STREET
                        TWO
      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 large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.
 
 Large
      Accelerated Filer [  ]
              Accelerated
      Filer [   ]Non
      Accelerated Filer [   ] (Do not check if smaller reporting
      company)
              Smaller
      Reporting Company [ X]
  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: 80,549,666 common shares, par value of $0.001
per share, outstanding as of July 31, 2009.
  
  
 
 TABLE OF
CONTENTS
  PagePART I - FINANCIAL
    INFORMATIONItem
      1:
                                        Financial
      Statements
                                        3Item
      2:
                                        Plan
      of Operation
                                        13Item
      3:
                                        Quantitative
      and Qualitative Disclosures about Market Risk
                                        17Item
      4:
                                        Controls
      and Procedures
                                        18PART II - OTHER
  INFORMATIONItem
      1:
                                        Legal
      Proceedings
                                        20Item
      2:
                                        Unregistered
      Sales of Equity Securities and Use of Proceeds
                                        20Item
      3:
                                        Defaults
      Upon Senior Securities
                                        20Item
      4:
                                        Submission
      of Matters to a Vote of Security Holders
                                        20Item
      5:
                                        Other
      Information
                                        20Item
      6:
                                        Exhibits
                                        20
      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-Q, 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 June 30, 2009 are not necessarily indicative of the results that
can be expected for the year ending December 31, 2009.
 
 The
following interim unaudited financial statements of Vanguard Minerals
Corporation (the “Company”) for the three-month period ended June 30, 2009 are
included with this Quarterly Report on Form 10-Q:
 
 
 (a)
              Interim
      balance sheets as of June 30, 2009 and December 31,
  2008;
 
 (b)
              Interim
      statements of operations for the three and six month periods ended June
      30, 2009 and 2008 and for the period from August 25, 2003 (inception) to
      June 30, 2009 (cumulative);
 
 (c)
              Interim
      statements of cash flows for the six months ended June 30, 2009 and 2008
      and for the period from August 25, 2003 (inception) to June 30, 2009
      (cumulative);
 
 (d)
              Interim
      statements of stockholders’ equity (deficiency) for the period from August
      25, 2003 (inception) to June 30, 2009 (cumulative);
  and
 
 (e)
              Notes
      to the financial statements.
  3
  
 VANGUARD
MINERALS CORPORATION
  (A
Exploration Stage Company)
  INTERIM
FINANCIAL STATEMENTS
  June 30,
2009
  (Stated
in US Dollars)
  (Unaudited)
 
  4
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Exploration Stage Company)
 INTERIM
BALANCE SHEETS
 June 30,
2009 and December 31, 2008
 (Stated
in US Dollars)
 (Unaudited)
 
 
 June
      30
                                                                          
                                                                          
                                                                          December
      312009
                                                                          
                                                                          
                                                                          2008
                                                                            (audited)ASSETSCurrentCash
                                                                          
                                                                          $
                                                                          162
                                                                          
                                                                          
                                                                          $
                                                                          3,227162
                                                                          
                                                                          
                                                                          
                                                                          3,227Capital
      – Note 4
                                                                          
                                                                          
                                                                          5,130
                                                                          
                                                                          
                                                                          
                                                                          8,824$
                                                                          5,292
                                                                          
                                                                          
                                                                          $
                                                                          12,051LIABILITIESCurrentAccounts
      payable and accrued liabilities – Note 5
                                                                          
                                                                          $
                                                                          218,133
                                                                          
                                                                          
                                                                          $
                                                                          154,250218,133
                                                                          
                                                                          
                                                                          
                                                                          154,250STOCKHOLDERS’ DEFICIENCYCapital
      stockAuthorized:500,000,000
      common shares with par value of $0.001Issued:80,549,666
      common shares (2008: 80,549,666)
                                                                          
                                                                          
                                                                          80,549
                                                                          
                                                                          
                                                                          
                                                                          80,549Additional
      paid-in capital
                                                                          
                                                                          
                                                                          2,454,263
                                                                          
                                                                          
                                                                          
                                                                          2,454,263Warrants
                                                                          
                                                                          
                                                                          234,360
                                                                          
                                                                          
                                                                          
                                                                          234,360Subscription
      proceeds
                                                                          
                                                                          
                                                                          2,544,400
                                                                          
                                                                          
                                                                          
                                                                          2,544,400Deficit
      accumulated during the Exploration Stage
                                                                          
                                                                          
                                                                          (5,526,413
                                                                          )
                                                                          
                                                                          
                                                                          (5,455,291
                                                                          )(212,841
                                                                          )
                                                                          
                                                                          
                                                                          (141,719
                                                                          )$
                                                                          5,292
                                                                          
                                                                          
                                                                          $
                                                                          12,531
 
 
 SEE
ACCOMPANYING NOTES
  5
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Exploration Stage Company)
 INTERIM
STATEMENTS OF OPERATIONS
 for the
three months and six months ended June 30, 2009 and 2008
 for the
period August 25, 2003 (Date of Incorporation) to June 30, 2009
 (Stated
in US Dollars)
 (Unaudited)
 
 August
      25, 2003(Date
      of Incor-Three
      months
                                                      
                                                      
                                                      Three
      months
                                                      
                                                      
                                                      Six
      months
                                                      
                                                      
                                                      Six
      months
                                                      
                                                      
                                                      portion)
      toended
      June 30
                                                      
                                                      
                                                      ended
      June 30
                                                      
                                                      
                                                      ended
      June 30
                                                      
                                                      
                                                      ended
      June 30
                                                      
                                                      
                                                      to
      June 30,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009ExpensesGeneral
      and administrative  - Note 6
                                                      
                                                      $
                                                      8,561
                                                      
                                                      
                                                      $
                                                      20,360
                                                      
                                                      
                                                      $
                                                      8,620
                                                      
                                                      
                                                      $
                                                      55,175
                                                      
                                                      
                                                      $
                                                      389,104Depreciation
                                                      
                                                      
                                                      1,847
                                                      
                                                      
                                                      
                                                      1,847
                                                      
                                                      
                                                      
                                                      3,694
                                                      
                                                      
                                                      
                                                      3,694
                                                      
                                                      
                                                      
                                                      19,661Mineral
      Property Costs
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,635,754
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      2,635,754
                                                      
                                                      
                                                      
                                                      3,849,535Product
      development
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      270,086Rent
      and utilities
                                                      
                                                      
                                                      2,332
                                                      
                                                      
                                                      
                                                      964
                                                      
                                                      
                                                      
                                                      2,332
                                                      
                                                      
                                                      
                                                      7,380
                                                      
                                                      
                                                      
                                                      66,220Salaries
      and compensation-Note
                                                      
                                                      
                                                      10,774
                                                      
                                                      
                                                      
                                                      13,340
                                                      
                                                      
                                                      
                                                      21,548
                                                      
                                                      
                                                      
                                                      37,054
                                                      
                                                      
                                                      
                                                      196,300Total
      operating expenses
                                                      
                                                      
                                                      23,514
                                                      
                                                      
                                                      
                                                      2,672,265
                                                      
                                                      
                                                      
                                                      36,194
                                                      
                                                      
                                                      
                                                      2,739,057
                                                      
                                                      
                                                      
                                                      4,790,906Other
      income ( expense)Foreign
      exchange gain ( loss)
                                                      
                                                      
                                                      (37,958
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (34,928
                                                      )
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      (34,885
                                                      )Loss
      on disposal of capital asset
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (1,310
                                                      )Fair
      value of discount on private placement
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (653,112
                                                      )Impairment
      in Instant Wirefree technology
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (46,200
                                                      )Total
      other income ( loss)
                                                      
                                                      
                                                      (37,958
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (34,928
                                                      )
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (735,507
                                                      )Net
      loss before income tax provision
                                                      
                                                      
                                                      ( 61,472
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( 71,122
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( 5,526,413
                                                      )Provision
      for income tax
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )
                                                      
                                                      
                                                      ( -
                                                      )Net
      loss
                                                      
                                                      $
                                                      (61,472
                                                      )
                                                      
                                                      $
                                                      (2,675,265
                                                      )
                                                      
                                                      $
                                                      (71,122
                                                      )
                                                      
                                                      $
                                                      (2,739,057
                                                      )
                                                      
                                                      $
                                                      (5,526,413
                                                      )Basic
      loss per share
                                                      
                                                      $
                                                      (0.03
                                                      )
                                                      
                                                      $
                                                      (0.03
                                                      )
                                                      
                                                      $
                                                      (0.00
                                                      )
                                                      
                                                      $
                                                      (0.03
                                                      )Weighted
      average number of common shares outstanding
                                                      
                                                      
                                                      80,549,666
                                                      
                                                      
                                                      
                                                      80,549,666
                                                      
                                                      
                                                      
                                                      80,549,666
                                                      
                                                      
                                                      
                                                      80,549,666
 
 SEE
ACCOMPANYING NOTES
  6
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Exploration Stage Company)
 INTERIM
STATEMENTS OF CASH FLOWS
 for the
periods ended June 30, 2009 and 2008
 for the
period August 25, 2003 (Date of Incorporation) to June 30, 2009
 (Stated
in US Dollars)
 (Unaudited)
 
 August
      25, 2003(Date
      of Incor-Six
      months
                                                                    
                                                                    
                                                                    Six
      months
                                                                    
                                                                    
                                                                    Portion)
      toEnded
      June 30
                                                                    
                                                                    
                                                                    ended
      June 30
                                                                    
                                                                    
                                                                    June
      30,2009
                                                                    
                                                                    
                                                                    2008
                                                                    
                                                                    
                                                                    2009Operating
      ActivitiesNet
      loss for the period
                                                                    
                                                                    $
                                                                    (71,122
                                                                    )
                                                                    
                                                                    $
                                                                    (2,739,057
                                                                    )
                                                                    
                                                                    $
                                                                    ( 5,526,413
                                                                    )Adjustment
      for non-cash items:Depreciation
                                                                    
                                                                    
                                                                    3,694
                                                                    
                                                                    
                                                                    
                                                                    3,694
                                                                    
                                                                    
                                                                    
                                                                    19,661Capital
      stock issued for mineral property costs
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    2,320,000
                                                                    
                                                                    
                                                                    
                                                                    2,352,500Impairment
      in Instant Wirefree technology
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    46,200Fair
      value discount on private placement
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    653,112Loss
      on disposal of furniture and equipment
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    1,310Change
      in non-cash working capital balances related toOperationsPrepaid
      expenses
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (15,554
                                                                    )
                                                                    
                                                                    
                                                                    -Accounts
      payable and accrued liabilities
                                                                    
                                                                    
                                                                    63,883
                                                                    
                                                                    
                                                                    
                                                                    152,646
                                                                    
                                                                    
                                                                    
                                                                    218,133Net
      cash used in operations
                                                                    
                                                                    
                                                                    ( 3,545
                                                                    )
                                                                    
                                                                    
                                                                    (278,271
                                                                    )
                                                                    
                                                                    
                                                                    (2,235,497
                                                                    )Investing
      ActivitiesAcquisition
      of capital assets
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (27,128
                                                                    )Proceeds
      on disposal of furniture and equipment
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    1,027Instant
      Wirefree technology
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (27,500
                                                                    )-
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    (53,601
                                                                    )Financing
      ActivitiesCapital
      stock issued
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    70,000
                                                                    
                                                                    
                                                                    
                                                                    851,600Subscription  proceeds
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    224,400
                                                                    
                                                                    
                                                                    
                                                                    1,224,400Promissory
      notes
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    213,260Net
      cash provided by financing activities
                                                                    
                                                                    
                                                                    -
                                                                    
                                                                    
                                                                    
                                                                    294,400
                                                                    
                                                                    
                                                                    
                                                                    2,289,260Increase
      (decrease) in cash during the period
                                                                    
                                                                    
                                                                    (3,545
                                                                    )
                                                                    
                                                                    
                                                                    16,129
                                                                    
                                                                    
                                                                    
                                                                    162Cash,
      beginning of period
                                                                    
                                                                    
                                                                    3,707
                                                                    
                                                                    
                                                                    
                                                                    11,877
                                                                    
                                                                    
                                                                    
                                                                    -Cash,
      end of period
                                                                    
                                                                    $
                                                                    162
                                                                    
                                                                    
                                                                    $
                                                                    28,006
                                                                    
                                                                    
                                                                    $
                                                                    162Supplemental
      disclosure of cash flow information:Cash
      paid for:Interest
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -Income
      taxes
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -Non-cash
      transactionsShares
      issued on acquisition of Instant Wirefree, Inc.
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    18,700Shares
      issued to settle debt
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    213,260Share
      subscriptions issued on acquistion of mineral property
                                                                    
                                                                    $
                                                                    -
                                                                    
                                                                    
                                                                    $
                                                                    2,320,000
                                                                    
                                                                    
                                                                    $
                                                                    2,320,000
   SEE
ACCOMPANYING NOTES
  7
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 INTERIM
STATEMENT OF STOCKHOLDERS’ EQUITY
 (Stated in US
Dollars)
 (unaudited)
  DeficitAccumulatedAdditional
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    During
      theCommon
      Stock
                                                                                                    
                                                                                                    
                                                                                                    Paid-in
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    DevelopmentShares
                                                                                                    
                                                                                                    
                                                                                                    Par Value
                                                                                                    
                                                                                                    
                                                                                                    Capital
                                                                                                    
                                                                                                    
                                                                                                    Subscriptions
                                                                                                    
                                                                                                    
                                                                                                    Stage
                                                                                                    
                                                                                                    
                                                                                                    TotalCommon
      stock issued for cash @ inception – at $0.001
                                                                                                    
                                                                                                    
                                                                                                    2,700,000
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,700
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,700Common
      stock issued for mineral property costs- at $0.05 – December
      2003
                                                                                                    
                                                                                                    
                                                                                                    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 – September
      2005
                                                                                                    
                                                                                                    
                                                                                                    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 – May
      2006
                                                                                                    
                                                                                                    
                                                                                                    18,700,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    18,700
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    18,700Common
      stock issued for debt at $.004 – May 2006
                                                                                                    
                                                                                                    
                                                                                                    47,550,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    47,550
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    165,710
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    213,260Common
      stock issued for cash pursuant to a private placement at $ 1.00 per share
      –July 2006
                                                                                                    
                                                                                                    
                                                                                                    420,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    420
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    419,850
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    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
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    1,564,252
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    (1,308,250
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    332,022Common
      stock issued for cash pursuant to a private placement at $ 1.00 per share
      – November 2007
                                                                                                    
                                                                                                    
                                                                                                    196,333
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    196
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    58,704
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    58,900Subscriptions
      payable, issued for mineral  property at $.50 – November
      2007
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    1,000,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    1,000,000Net
      loss for the period
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (1,390,119
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (1,390,119
                                                                                                    )Balance,
      December 31, 2007
                                                                                                    
                                                                                                    
                                                                                                    76,216,333
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    76,216
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    1,622,956
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    1,000,000
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    (2,698,369
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    803Common
      stock issued for cash pursuant to a private placement at $ .03 per share
      –January 2008
                                                                                                    
                                                                                                    
                                                                                                    2,333,333
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    2,333
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    67,667
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    70,000Common
      stock issued for share subscriptions receivable – March
    2008
                                                                                                    
                                                                                                    
                                                                                                    2,000,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    2,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    998,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (1,000,000
                                                                                                    )Subscriptions
      payable, issued for mineral property at $.58 – April 2008
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    2,320,000
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    2,320,000Subscriptions
      proceeds received- April 2008
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    224,400
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    224,400Net
      loss for the period
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (2,756,922
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    (2,756,922
                                                                                                    )Balance,
      December 31, 2008
                                                                                                    
                                                                                                    
                                                                                                    80,549,666
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    80,549
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,454,263
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,544,400
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    (5,455,291
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (141,719
                                                                                                    )Net
      loss for the period
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    -
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    
                                                                                                    (71,122
                                                                                                    )
                                                                                                    
                                                                                                    
                                                                                                    ( 71,122
                                                                                                    )Balance,
      June 30, 2009
                                                                                                    
                                                                                                    
                                                                                                    80,549,666
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    80,549
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,454,263
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    2,544,400
                                                                                                    
                                                                                                    
                                                                                                    $
                                                                                                    (5,526,413
                                                                                                    )
                                                                                                    
                                                                                                    $
                                                                                                    (212,841
                                                                                                    )
   SEE
ACCOMPANYING NOTES
  8
  VANGUARD
MINERALS CORPORATION
 (formerly
Knewtrino, Inc.)
 (A
Development Stage Company)
 NOTES TO
THE  INTERIM FINANCIAL STATEMENTS
 June 30,
2009
 (Stated
in US Dollars)
 
 
 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, 2008
 
 The
results of operations for the six months ended June 30, 2009 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 has no operations and in accordance with SFAS #7 is considered to be 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 year, the Company
changed its business focus and as a result will no longer be developing the
Instant Wirefree technology. As a result, the Company has recognized an
impairment of $ 46,200 in the value of the technology asset.
 
 On August
10, 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 December 31, 2008, the Company
has not yet attained profitable operations and has accumulated losses of
$5,455,291 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
  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
 
  (c)       Mineral
Properties
  Costs of
license acquisition, exploration, carrying and retaining unproven mineral lease
properties are expensed as incurred.
  10
 
 Note
3             Significant Accounting
Policies – (cont’d)
 
 (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.
 
 
 (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.
 
 (h) 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.
  (i) Advertising
  The
Company follows the policy of charging the costs of advertising to expense as
incurred.  The Company incurred advertising costs of $0 and $0 during
the years ended December 31, 2008 and 2007 respectively.
  (j) Revenue
recognition
  The
Company recognizes revenue when products are fully delivered or services have
been provided and collection is reasonably assured.
   11
  Note
4             Capital
Assets
 
 Accumulated
                      
                      
                      Net
      Book ValueCost
                      
                      
                      Amortization
                      
                      
                      2009
                      
                      
                      2008Computer
      equipment
                      
                      $
                      16,043
                      
                      
                      $
                      13,558
                      
                      
                      $
                      2,485
                      
                      
                      $
                      5,158Furniture
      and fixtures
                      
                      
                      6,568
                      
                      
                      
                      3,923
                      
                      
                      
                      2,645
                      
                      
                      
                      3,303Leasehold
      improvements
                      
                      
                      2,180
                      
                      
                      
                      2,180
                      
                      
                      
                      -
                      
                      
                      
                      363$
                      24,791
                      
                      
                      $
                      19,661
                      
                      
                      $
                      5,130
                      
                      
                      $
                      8,824
 
  Note
5             Related Party
Transactions
 
 The
Company was charged the following expenses by shareholders and directors of the
Company:
 
 August
      25,2003(Date
      ofIncorporation)Six
      months ended
                    
                    
                    toJune
      30,
                    
                    
                    June
      30,2009
                    
                    
                    2008
                    
                    
                    2009Consulting
      fees
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    34,305Interest
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    7,500Office
      and miscellaneous
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    1,000Salaries
      and compensation
                    
                    
                    21,548
                    
                    
                    
                    26,680
                    
                    
                    
                    187,620Mineral
      property costs
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,000$
                    21,548
                    
                    
                    $
                    26,680
                    
                    
                    $
                    221,651
 
 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 $ 28,925 (December 31, 2008:
$7,377) owed to a director of the Company with respect to unpaid salaries and
compensation.
  12
 
 Item
      2.
              MANAGEMENT'S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS
  Cautionary
Statement Regarding Forward-Looking Statements
  The
information in this Quarterly Report on Form 10-Q 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 wished to find a more
politically stable and less dangerous environment to mine in than
Mongolia.   In September, 2007, we changed our name to Vanguard
Minerals Corporation to reflect our renewed commitment to our traditional core
business of mineral exploration.  In November 2007, the Company
entered into an agreement with Coastal Uranium Holdings Ltd. to acquire its
right and option to acquire an undivided 50% right, title and interest in
certain mineral claims in the Athabasca region.  The option was
acquired through payment of $ 57,585 in cash as well as 2,000,000 common shares
of the Company.  On April 6, 2008, we entered into another agreement
with Coastal Uranium Holdings Ltd., whereby we acquired a 50% undivided right,
title and interest to the mineral claim numbered S-110476 in the Athabasca
region of Canada in exchange for $250,000 CAD ($248,508 USD) and 4,000,000
common shares of Vanguard Minerals corporation.  In addition, we have
agreed to take on the financial responsibility of Coastal to fund development of
the mineral property that is the subject of claim S-110476.
  13
  Results
of Operations
  Until
April 19, 2006, we have been involved primarily in organizational activities
related to our original business of mining in Mongolia, including 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 due to the political situation in Mongolia, we 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. Toward
that end, we changed our name in September 2007 and we acquired interests in
mineral claims in the Athabasca region of Canada in November 2007 and April
2008.  We  have incurred an accumulated net loss of
$5,526,413 for the period from inception to June 30, 2009. 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 developing and exploring our mineral
properties in the Athabasca region of Canada. We do not yet have any products or
services available for sale and our mining operations are still at a preliminary
stage. Although we have engaged the services of geological consultants and have
conducted very limited exploration activities on the property, we are currently
pausing our exploration activities until funding is
forthcoming.
  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 $5,526,413 for the period from inception to June 30, 2009.
 
 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.
  14
  Cash and Working
Capital
 
 The
Company's cash balance as of June 30, 2009 was $162, as compared to the cash
balance of $3,277 as of December 31, 2008.
   Period Ending June 30,
2009
  Operating
expenses for the three month period ended June 30, 2009  totalled
$23,514 and from inception to the period ended June30, 2009 totalled $4,790,906.The
company experienced a net loss of $61,472 and $5,426,413 for the three month
period ended June 30, 2009  and from inception to period ended June
30, 2009, respectively, against no revenue from operations. 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 $0.03
for the three month period ended June 30, 2009.
  
 Liquidity
and Capital Resources
 
 For the
six month period ended June 30, 2009, net cash used in operating activities,
consisting mostly of loss from operations was $3,545. For the period from
inception to June 30, 2009, net cash used in operating activities, consisting
mostly of loss from operations was $2,235,497.
 
 For the
period from inception to June 30, 2009, net cash resulting from financing
activities was in the amount of $2,289,260.
 
 Our
capital resources have been limited. We currently do not, and have not yet
determined when we will, generate revenue for our mining and mineral exploration
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 to exploit
our mineral resources.
  15
  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, 2008. 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 believe
that an appealing mining environment exists in the Athabasca region of
Canada.  As a consequence, we have acquired mineral operations consisting
of an interest in mining property in the Athabasca region of
Canada.  We are actively seeking additional mining opportunities. In
November, 2007, we acquired a 50% interest in mineral rights in the Athabasca
region of Canada from Coastal Uranium Holdings Ltd related to two
claims.  In April, 2008, we acquired a 50% interest in a third claim
in the same region.
 
 We do not
intend to conduct any exploration activities on our properties in 2009 due to
lack of funding.  If we received funding, which is not certain, we
would then intend to conduct over the next 12 months helicopter-supported
property-scale boulder sampling and prospecting, close-spaced ground geophysics
and drilling on our mining properties. With these two projects, consisting of 3
mineral claims, in close proximity to each other, we believe such operations can
be conducted in a cost-efficient manner.  We are now ready to commence
ground geophysics and drilling.  Management is currently in
negotiation with geophysical and drill contractors in preparation for this
exploration. Management is also reviewing other opportunities to acquire
additional property in the region, both unexplored properties and properties
with varying amounts of previous exploration.
 
 Vanguard
Minerals Corporation’s short-term prospects are challenging considering our lack
of financial resources to fully develop our mineral properties, however, once
data is available on the extent and location of uranium deposits on our mineral
properties and if management secures additional financing, our prospects would
improve considerably.  Once we have secured additional financing to
continue to exploit our  mineral properties, revenue from the sale of
mineral products from our properties may still remain several years
away.
  16
  Cash
requirements
 
 Presently,
without additional cash, we will not be able to exploit our mineral properties,
however we have commenced seeking additional financing we have sufficient cash
to allow us to continue our current exploration plan until we have secured such
financing. We have limited working capital. Our continued operation is therefore
dependent upon our ability to secure additional cash through financing within
the next 90 to 120 days. We presently have no arrangements or understandings
with any investors or potential investors with respect to an investment in
Vanguard Minerals Corporation, although within 60 days we intend to actively
engage in such negotiations toward such an understanding and expect to reach
such an understanding within the very near future. We have not decided at what
price or under what terms we will raise such additional funds, although such a
decision is likely to be made within the next several weeks. While we will be
actively seeking financing, no assurance can be given that we will be successful
in finding such financing under acceptable terms and conditions.
 
 Research
and development
 
 We would
like to spend several hundred thousand dollars over the next 12 months on
exploration and extraction related to our mineral properties.  We
would spend significantly more money that this developing those mineral
properties at the moment that our full scale extraction operation were to
commence.  However, currently we do not have enough cash to make any
such expenditures.
 
 Plant and
equipment
 
 We
currently have an office in Seattle, Washington which we lease from
month-to-month.  We anticipate expanding our office within the next
6-12 months, although our employees when not on the mineral property, will tend
to work and connect virtually, working on the property and then at their
respective residences.
 
 Employees
 
 We have
one part-time employee currently, president and chief executive officer,
Vladimir Fedyunin.  We have several consultants engaged in our mineral
exploration activities.  We intend to hire additional exploration and
geological consultants over the next 120-180 days, if we received
funding.
 
 The
Company’s executive offices are currently located in Seattle, Washington. The
company’s telephone number is (604) 351-1694.
 
 
 ITEM
3. Quantitative and Qualitative Disclosures About Market Risk
 
 Foreign
Currency and Credit Risk.  The Company has no significant
off-balance-sheet concentrations of credit risk such as foreign exchange
contracts, options contracts or other foreign hedging arrangements. The
Company’s reporting currency is the US Dollar.  We do undertake
drilling, mining exploration and other expenses related to our Canadian mining
properties which must be paid in Canadian dollars and are subject to cost
variations based in currency rate fluctuations.
 
 Fair
Value of Financial Instruments.  The carrying value of the Company's
financial instruments, including prepaid expenses, related party receivables,
accounts payable and accrued liabilities at June 30, 2009 and 2008 approximates
their fair values due to the short-term nature of these financial
instruments.
  17
 
 ITEM
4. CONTROLS AND PROCEDURES
 
 (a)
Evaluation of disclosure controls and procedures.
  Under the
supervision and with the  participation  of our
management,  including our principal executive officer and principal
financial officer, we conducted an evaluation of our
disclosure  controls and  procedures,  as such
term is defined under Rule 13a-15(e)  promulgated under the
Securities  Exchange Act of 1934, as
amended  (the  Exchange  Act).  As a
result of this  evaluation,  we  identified
material  weaknesses  in
our  internal  control
over  financial  reporting as of December 31,
2008.  Accordingly,  we concluded that our
disclosure  controls and procedures were not effective as of December
31, 2008.
 
 As
required by SEC Rule 15d-15(b),  our
Chief  Executive  Officer carried out an
evaluation  under the supervision and with
the  participation of our management, of the effectiveness of the
design and operation of our disclosure  controls and
procedures  pursuant  to  Exchange  Act
Rule  15d-14 as of the end of the period covered by this report. Based
on the foregoing  evaluation,  our Chief Executive Officer
has  concluded  that
our  disclosure  controls  and  procedures  are
not
effective  in  timely  alerting  them
to  material  information  required  to
be included in our periodic SEC filings and to ensure that
information  required to be disclosed in our periodic SEC filings is
accumulated and  communicated to our management,  including
our Chief Executive  Officer,  to allow
timely  decisions
regarding  required  disclosure  as a result of
the  deficiency  in our internal control over financial
reporting discussed below.
 
 The
material  weakness  identified  in our amended
annual  report on Form 10-K for the
year  ended  December  31,  2008
was  related to a lack of an  accounting  staff
resulting in a lack of segregation of duties and accounting  technical
expertise necessary for an effective system of internal control.
  (b)
Changes in internal control over financial reporting.
  There
were no changes in our internal control over financial reporting that occurred
during the period covered by this Quarterly Report on Form 10-Q that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
 
 ITEM
4T. CONTROLS AND PROCEDURES
 
 Management's
Quarterly Report on Internal Control over Financial Reporting.
 
 Management's  conducted
an
assessment  of  the  effectiveness  of
the  registrant's  internal control over
financial  reporting is as of the period ended June 30, 2009. Based on
the evaluation, management concluded that there is a material weakness in our
internal control over financial reporting.  The material weakness
relates to the monitoring  and review of work performed by
contracted  accounting  personnel in the preparation of
audit and financial statements,  footnotes and financial data provided
to Vanguard’s  registered public accounting firm in connection with
the annual audit. Our lack of an accounting staff results in a lack of
segregation of duties and accounting technical expertise necessary for
an  effective  system
of  internal  control.
 
 A  material  weakness  is  a  control  deficiency,  or  combination  of  control
deficiencies,  in
ICFR  such  that  there  is
a  reasonable  possibility  that a
material  misstatement of our annual or interim financial statements
will not be prevented or detected on a timely  basis
by  employees  in the normal  course of their
assigned functions.
  18
 
 Notwithstanding  this  material  weakness,  we  believe  that  the  consolidated
financial  statements  included in this report
fairly  present,  in all material respects,  our
consolidated  financial  position and results of operations
as of and for the period  ended June 30, 2009.
 
 Remediation  of
Material  Weakness
 
 As
discussed in  Management's  Annual  Report on
Internal  Control  over  Financial
Reporting,  as of
December  31,  2008,  there
were  material  weaknesses  in our
internal  control over financial  reporting.  We
are in the process of analyzing our processes for all business units and
the  establishment  of formal  policies
and  procedures  with  necessary  segregation  of
duties,  which will  establish
mitigating  controls to compensate  for the risk due to lack
of  segregation  of
duties.  In  addition,  we
are  evaluating  the  necessary  steps
to improve our controls over  financial  reporting and we
are in the initial  planning phase of
upgrading,  where  possible,  certain  of  our  information  technology  systems
impacting financial reporting.
 
 Through
these steps, we believe we are addressing the deficiencies that affected our
internal  control over financial  reporting as of December
31, 2008 and June 30,
2009.  However,  the  effectiveness  of
any system of internal  controls is subject to
inherent  limitations and there can be no assurance that our internal
control over financial reporting will prevent or detect all
errors.  Because the remedial actions require hiring of
additional  personnel,  upgrading  certain of our
information technology systems, and relying extensively on manual review and
approval,  the  successful  operation  of
these  controls  for at least  several
quarters  may be
required  before  management  may be able to
conclude  that the material weakness has been remediated.
 
 The
aggregate costs of remediation are estimated to be $50,000 or more on an annual
basis to hire the requisite accounting staff.
 
 Changes
in Internal Control Over Financial Reporting.
 
 There  was
no change in
our  internal  control  over  financial  reporting  that
occurred during the period ended June 30, 2009, that has materially affected, or
is reasonably likely to materially  affect,  our internal
control over financial reporting.
  19
 
 PART
II - OTHER INFORMATION
 
 
 Item 1.  LEGAL PROCEEDINGS
  We are
not party to any legal proceedings.
  
 Item
1A. RISK FACTORS.
 
 There are
no material changes in the risk factors previously disclosed in our 10-K for
the year ended December 31, 2008.
  
 Item 2.  UNREGISTERED SALES OF 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
  None.
 
 
 Item 6.  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 333-112830.10.1
                Assignment
      Agreement between Registrant and Coastal Uranium Holdings Ltd. dated April
      6, 2008.
 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-Q.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-Q.
 
  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:
      August 17, 2009
                /s/ Vladimir
      FedyuninVladimir
      FedyuninPresident,
      CEO, Director, Principal
                  Financial
      and Accounting Officer
    21