SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
  Amendment
No. 2 to 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 August
31, 2009
 
 [ ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
  For the
transition period from _________ to ________
 
 Commission
File Number: 000-53157
 
 SUNGRO MINERALS,
INC.
 (Exact
name of registrant as specified in its charter)
 
 Nevada
              98-0546544(State
      or other jurisdiction of incorporation organization)
              (I.R.S.
      Employer Identification No.)
 
 111 Airport Rd. – Unit 5,
Warwick, RI  02889
 (Address
of principal executive offices) (Zip Code)
 
 Registrant’s
Telephone Number, Including Area Code:  401-
648-0805
 
 7445 132ndStreet, Suite 2008, Surrey,
British Columbia, V3W 5S8
 (Former
name, former address and former fiscal year, if changed since last
report)
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
 Yes [X]
No [ ]
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 Yes [ ]
No [X]
 
 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
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 a 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
[   ] No [X]
 
 APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PRECEDING FIVE YEARS:
 Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court. Yes [ ] No [ ]
 
 APPLICABLE
ONLY TO CORPORATE ISSUERS:
 Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: 48,750,000 shares of common
stock issued and outstanding as of November 13, 2009
 
 
 EXPLANATORY
NOTE
  This Amendment No. 2 to Form 10-Q (this
“Amendment”) is
being filed for the purpose of amending the shell company status on the cover
page to Sungro Minerals, Inc.’s Quarterly Report on Form 10-Q for the fiscal
quarter ended August 31, 2009, which was initially filed with the U.S.
Securities and Exchange Commission on November 19, 2009 (the “Original Filing”),
and amended on November 20, 2009 (the “First Amendment”).
Items included in the Original Filing and the First Amendment that are not
amended by this Amendment remain in effect as of the dates of filing of the
Original Filing and First Amendment, respectively.
   Item 6.
Exhibits
  Exhibit No.
              Description of Exhibit
              Location31.1
              Certificate
      of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
      Act of 2002
              Provided
      herewith
  
  
  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.
 
  Date:
      December 15, 2009
              SUNGRO
      MINERALS, INC.
                
                By:/s/
      Erwin Vahlsing, Jr.
                Name:
      Erwin Vahlsing, Jr.
                Title:
      Chief Financial Officer and Treasurer
                (Principal
      Financial Executive and Principal Accounting
  Officer)