---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 May 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 or
      organization) | (I.R.S. Employer Identification No.)

7445 132nd Street, Suite 2008, Surrey, British Columbia
V3W 5S8(Address of principal executive offices) (Zip Code)

(604) 681-3611(Registrants telephone number,
including area code)

**N/A**(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 [ ]

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 [X] No [ ]

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2

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:
9,750,000 shares of common stock issued and outstanding as of July 8,
2009

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3

TABLE OF CONTENTS

|PART
      I-FINANCIAL INFORMATION                                                                        | 4 
|--------------------------------------------------------------------------------------------------------- | --
|Item
      1. Financial Statements                                                                        | 4 
|Item
      2. Managements Discussion and Analysis of Financial Condition and Results
      of Operations | 6 
|Item
      3. Quantitative and Qualitative Disclosures About Market Risk                                  | 12
|Item
      4T. Controls and Procedures.                                                                   | 13
|PART
      II-OTHER INFORMATION                                                                           | 14
|Item
      1. Legal Proceedings.                                                                          | 14
|Item
      1A. Risk Factors                                                                               | 14
|Item
      2. Unregistered Sales of Equity Securities and Use of Proceeds                                 | 14
|Item
      3. Defaults Upon Senior Securities                                                             | 14
|Item
      4. Submission of Matters to a Vote of Security Holders                                         | 14
|Item
      5. Other Information                                                                           | 14
|Item
      6. Exhibits                                                                                    | 15
|SIGNATURES                                                                                                | 16

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4

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

Forward Looking Statements

This quarterly report contains forward-looking statements.
These statements relate to future events or our future financial performance. In
some cases, you can identify forward-looking statements by terminology such as
may, should, expect, plan, anticipate, believe, estimate,
predict, potential or continue or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled Risks and Uncertainties beginning on page 9 and the risks set
out below, any of which may cause our companys or our industrys actual
results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. These
risks include, by way of example and not in limitation:

- the uncertainty that we will not be able to successfully identify and
  evaluate a suitable business opportunity;
- risks related to the large number of established and well-financed
  entities that are actively seeking suitable business opportunities;
- risks related to the failure to successfully manage or achieve growth of a
  new business opportunity; and
- other risks and uncertainties related to our business strategy.

This list is not an exhaustive list of the factors that may
affect any of our forward-looking statements. These and other factors should be
considered carefully and readers should not place undue reliance on our
forward-looking statements.

Forward looking statements are made based on managements
beliefs, estimates and opinions on the date the statements are made and we
undertake no obligation to update forward-looking statements if these beliefs,
estimates and opinions or other circumstances should change. Although we believe
that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.

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

As used in this quarterly report, the terms we, us, our,
our company and Sungro mean Sungro Minerals Inc., unless otherwise stated.

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5



Sungro Minerals Inc.(An Exploration Stage
    Company)

Interim Financial Statements(Unaudited  Prepared by
  Management)

May 31, 2009(Presented In US Dollars)

---

Sungro Minerals Inc.(An
    Exploration Stage Company)Interim Balance Sheets(Unaudited 
  Prepared by Management) 
  (Presented in US Dollars)

|                                                            |   | May 31      |   |   | November 30 |  
|----------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                            |   | 2009        |   |   | 2008        |  
|                                                            |   | (Unaudited) |   |   | (Audited)   |  
|                                                            |   |             |   |   |             |  
|Assets                                                      |   |             |   |   |             |  
|Current                                                     |   |             |   |   |             |  
|Cash                                                        | $ | 299         |   | $ | 14,310      |  
|                                                            |   |             |   |   |             |  
|                                                            |   |             |   |   |             |  
|Liabilities                                                 |   |             |   |   |             |  
|Current                                                     |   |             |   |   |             |  
|Accounts payable and accrued liabilities                    | $ | 18,864      |   | $ | 12,667      |  
|                                                            |   |             |   |   |             |  
|Stockholders' Equity (Deficit)                              |   |             |   |   |             |  
|Capital stock (Note 4)                                      |   |             |   |   |             |  
|Authorized:                                                 |   |             |   |   |             |  
|375,000,000
      common shares, par value $0.001 per share |   |             |   |   |             |  
|Issued and outstanding:                                     |   |             |   |   |             |  
|48,750,000 common
      shares                              |   | 48,750      |   |   | 48,750      |  
|Additional paid-in capital                                  |   | 51,250      |   |   | 51,250      |  
|Deficit accumulated during the exploration
      stage      |   | (118,565    | ) |   | (98,357     | )
|                                                            |   | (18,565     | ) |   | 1,643       |  
|                                                            |   |             |   |   |             |  
|                                                            | $ | 299         |   | $ | 14,310      |  
|                                                            |   |             |   |   |             |  
|Nature of operations and going concern (Note 1)             |   |             |   |   |             |  



The accompanying notes are an integral part of these interim
  financial statements.

F-1

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Sungro Minerals Inc.(An
    Exploration Stage Company)Interim Statement of Stockholders'
    Deficit(Unaudited  Prepared by Management) 
  (Presented in US
  Dollars)

|For
      the Period from August 10, 2007 (Inception) to May 31, 2009 |  |              |  |   |            |  |  
|--------------------------------------------------------------------- |  | ------------ |  | - | ---------- |  | -
|                                                                      |  |              |  |   |            |  |  
|                                                                      |  |              |  |   |            |  |  
|                                                                      |  |              |  |   |            |  |  
|                                                                      |  |              |  |   |            |  |  
|                                                                      |  | Common Stock |  |   | Additional |  |  
|                                                                      |  | Number of    |  |   |            |  |  
|                                                                      |  | Shares       |  |   | Amount     |  |  
|                                                                      |  |              |  |   |            |  |  
|Issuance of common stock for                                          |  |              |  |   |            |  |  
|cash at $0.0002 per share                                             |  | 25,000,000   |  | $ | 25,000     |  | $
|Issuance of common stock for                                          |  |              |  |   |            |  |  
|cash at $0.004 per share                                              |  | 423,750,000  |  |   | 23,750     |  |  
|Net loss for the period                                               |  | -            |  |   | -          |  |  
|Balance, November 30, 2007                                            |  | 48,750,000   |  |   | 48,750     |  |  
|Net loss for the year                                                 |  | -            |  |   | -          |  |  
|Balance, November 30, 2008                                            |  | 48,750,000   |  |   | 48,750     |  |  
|Net loss for the period                                               |  | -            |  |   | -          |  |  
|Balance, May 31,
      2009                                           |  | 48,750,000   |  | $ | 48,750     |  | $

The accompanying notes are an integral part of these interim
  financial statements.

F-2

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Sungro Minerals Inc.(An
    Exploration Stage Company)Interim Statements of Operations and
    Comprehensive Loss(Unaudited  Prepared by Management) 
  (Presented in
  US Dollars)

|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   | Period from  |  
|--------------------------------------- | - | ------------------------- | - | - | ----------------------- | - | - | ---------- | - | - | ---------- | - | - | ------------ | -
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   | Inception to |  
|                                        |   | Three Months Ended May 31 |   |   | Six Months Ended May 31 |   |   | May 31     |  
|                                        |   | 2009                      |   |   | 2008                    |   |   | 2009       |   |   | 2008       |   |   | 2009         |  
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|General and administrative expenses     |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Accounting and legal                    | $ | 6,193                     |   | $ | 26,764                  |   | $ | 18,209     |   | $ | 53,416     |   | $ | 97,852       |  
|Bank charges and interest               |   | 18                        |   |   | 22                      |   |   | 69         |   |   | 93         |   |   | 236          |  
|Foreign exchange loss (gain)            |   | 1,686                     |   |   | (106                    | ) |   | 1,755      |   |   | 293        |   |   | 1,575        |  
|Office and sundry                       |   | 2,255                     |   |   | 124                     |   |   | 2,255      |   |   | 124        |   |   | 3,102        |  
|Transfer agent fees (recovery)          |   | -                         |   |   | 975                     |   |   | (2,080     | ) |   | 975        |   |   | 2,540        |  
|                                        |   | 10,152                    |   |   | 27,779                  |   |   | 20,208     |   |   | 54,901     |   |   | 105,305      |  
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Mineral property expenses               |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Acquisition                             |   | -                         |   |   | -                       |   |   | -          |   |   | -          |   |   | 2,438        |  
|Geological consulting                   |   | -                         |   |   | -                       |   |   | -          |   |   | -          |   |   | 7,273        |  
|Travel and transportation               |   | -                         |   |   | -                       |   |   | -          |   |   | -          |   |   | 3,549        |  
|                                        |   | -                         |   |   | -                       |   |   | -          |   |   | -          |   |   | 13,260       |  
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Net and
      comprehensive loss        | $ | (10,152                   | ) | $ | (27,779                 | ) | $ | (20,208    | ) | $ | (54,901    | ) | $ | (118,565     | )
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Basic and diluted loss per common       |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|share                                   | $ | (0.00                     | ) | $ | (0.00                   | ) | $ | (0.00      | ) | $ | (0.01      | ) |   |              |  
|                                        |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|Weighted average number of basic and    |   |                           |   |   |                         |   |   |            |   |   |            |   |   |              |  
|diluted common
      shares outstanding |   | 48,750,000                |   |   | 48,750,000              |   |   | 48,750,000 |   |   | 48,750,000 |   |   |              |  

The accompanying notes are an integral part of these interim
  financial statements.

F-3

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Sungro Minerals Inc.(An
    Exploration Stage Company)Interim Statements of Cash
    Flows(Unaudited  Prepared by Management)
  (Presented in US
  Dollars)

|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   | Period from  |  
|------------------------------------ | - | ------------------------- | - | - | ----------------------- | - | - | ------- | - | - | ------- | - | - | ------------ | -
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   | Inception to |  
|                                     |   | Three Months Ended May 31 |   |   | Six Months Ended May 31 |   |   | May 31  |  
|                                     |   | 2009                      |   |   | 2008                    |   |   | 2009    |   |   | 2008    |   |   | 2009         |  
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Cash flows from operating activities |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Net loss                             | $ | (10,152                   | ) | $ | (27,779                 | ) | $ | (20,208 | ) | $ | (54,901 | ) | $ | (118,565     | )
|Change in accounts payable and       |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|accrued liabilities                  |   | 2,838                     |   |   | (1,666                  | ) |   | 6,197   |   |   | (5,391  | ) |   | 18,864       |  
|                                     |   | (7,314                    | ) |   | (29,445                 | ) |   | (14,011 | ) |   | (60,292 | ) |   | (99,701      | )
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Cash flows from financing activities |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Issuance of capital stock for cash   |   | -                         |   |   | -                       |   |   | -       |   |   | -       |   |   | 100,000      |  
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Net (decrease) increase in cash      |   | (7,314                    | ) |   | (29,445                 | ) |   | (14,011 | ) |   | (60,292 | ) |   | 299          |  
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Cash, beginning of period            |   | 7,613                     |   |   | 60,922                  |   |   | 14,310  |   |   | 91,769  |   |   | -            |  
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Cash, end of
      period            | $ | 299                       |   | $ | 31,477                  |   | $ | 299     |   | $ | 31,477  |   | $ | 299          |  
|                                     |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Supplemental cash flow information   |   |                           |   |   |                         |   |   |         |   |   |         |   |   |              |  
|Interest paid                        | $ | -                         |   | $ | -                       |   | $ | -       |   | $ | -       |   | $ | -            |  
|Income taxes paid                    | $ | -                         |   | $ | -                       |   | $ | -       |   | $ | -       |   | $ | -            |  

The accompanying notes are an integral part of these interim
  financial statements.

F-4

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|Sungro Minerals Inc.                     
|-----------------------------------------
|(An Exploration Stage Company)           
|Notes to the Interim Financial Statements
|(Unaudited  Prepared by Management)     
|(Presented in US dollars)                
|                                         
|May 31,
      2009                       

|1. | Nature of Operations and Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Sungro Minerals Inc. (the Company) was incorporated in
      the State of Nevada on August 10, 2007. The Company is engaged in the
      exploration, development, and acquisition of mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The accompanying financial statements have been prepared
      on the basis of accounting principles applicable to a going concern;
      accordingly, they do not give effect to adjustment that would be necessary
      should the Company be unable to continue as a going concern and therefore
      be required to realize its assets and retire its liabilities in other than
      the normal course of business and at amounts different from those in the
      accompanying financial statements. Management plans to raise cash from
      public or private debt or equity financing, on an as needed basis and in
      the longer term, to generate revenues from the acquisition, exploration
      and development of mineral interests, if found. The Companys ability to
      continue as a going concern is dependent upon achieving profitable
      operations and/or upon obtaining additional financing. The outcome of
      these matters cannot be predicted at this time.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These interim financial statements have been prepared in
      accordance with U.S. generally accepted accounting principles for
      financial information and with the instructions to Form 10-Q and Item
      310(b) of Regulation S. In the opinion of management, all adjustments
      (consisting of normal recurring accruals) considered necessary for a fair
      presentation have been included. Operating results for the six months
      ended May 31, 2009 are not necessarily indicative of the results that may
      be expected for any interim period or an entire year. The Company applies
      the same accounting policies and methods in its interim financial
      statements as those in the most recent audited annual financial
      statements.                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|3. | Mineral Property                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | On September 6, 2007, the Company entered into an
      agreement (the Agreement) with an unrelated party to acquire a 100%
      interest in certain mineral claims located near Telegraph Creek in
      northwestern British Columbia.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | As of November 30, 2008 the Company had not made all of
      the payments required under the Agreement and lost the right to exercise
      the option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                



F-5

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|Sungro Minerals Inc.                     
|-----------------------------------------
|(An Exploration Stage Company)           
|Notes to the Interim Financial Statements
|(Unaudited  Prepared by Management)     
|(Presented in US dollars)                
|                                         
|May 31,
      2009                       

|4. | Capital Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Companys financial instruments consist of cash and
      accounts payable and accrued liabilities. It is management's opinion that
      the Company is not exposed to significant interest or credit risks arising
      from these financial instruments. Because of the short maturity and
      capacity of prompt liquidation of such assets and liabilities, the fair
      values of these financial instruments approximate their carrying
      values.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company may operate outside the United States of
      America and thus may have significant exposure to foreign currency risk in
      the future due to the fluctuations between the currency in which the
      Company operates and the U.S. dollar.                                                                                                                                                                                                         



F-6

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6

Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations

The financial data presented below should be read in
conjunction with the more detailed financial statements and related notes, which
are included elsewhere in this report. Information discussed herein, as well as
elsewhere in this quarterly report on Form 10-Q, includes forward-looking
statements or opinions regarding future events or the future financial
performance of the Company, and are subject to a number of risks and other
factors which could cause the actual results to differ materially from those
contained in forward-looking statements. Among such factors are general business
and economic conditions, and risk factors as listed in its Annual Report on Form
10-K or listed from time to time in documents filed by the Company with the
Securities and Exchange Commission.

Our Current Business

We are an exploration stage company. To date, our activities
have been limited to organizational matters, acquiring an option to acquire
three mineral claims called the Chevron Claims in northern British Columbia and
engaging a geologist to develop a work program on the Chevron Claims. We failed
to make the necessary payments to keep in good standing the option to acquire
the Chevron Claims, and subsequently lost the right to exercise this option,
which was our only property. Our company has not generated revenues since
inception has accumulated losses of $118,565 since inception. We do not
anticipate earning revenues until such time as we have entered into commercial
production of any mineral or oil and gas properties we acquire. We can provide
no assurance that we will discover commercially exploitable levels of mineral
resources or oil and gas resources on properties we acquire, or if such
resources are discovered, that we will enter into commercial production of
properties we acquire.

We are currently seeking opportunities in the oil and gas and
mining industries. Simultaneously, we are seeking business opportunities with
established business entities for the merger of a target business with our
company. In certain instances, a target business may wish to become a subsidiary
of our company or may wish to contribute assets to us rather than merge. We are
currently in negotiations with several parties to enter into a business
opportunity but we have not entered into any definitive agreements to date and
there can be no assurance that we will be able to enter into any definitive
agreements. We anticipate that any new acquisition or business opportunities by
our company will require additional financing. There can be no assurance,
however, that we will be able to acquire the financing necessary to enable us to
pursue our plan of operation. If our company requires additional financing and
we are unable to acquire such funds, our business may fail.

As an exploration stage company, we are not able to fund our
cash requirements through our current operations. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective property through which we can pursue our
plan of operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our shareholders may lose some or all of their investment
and our business may fail.

Recent Corporate Developments

Since the commencement of our fiscal quarter ended May 31,
2009, we have experienced the following significant corporate developments:

| | 1. | In June, 2009 we entered into discussions with Powder
      River Basin Oil and Gas Holdings Corp. ("Powder River") a private Nevada
      company, for the acquisition of a working interest in a 1580- Acre area
      known as the Solomon's Ridge Prospect located in Converse County, Wyoming.
      The negotiations with Powder River are in the preliminary stages and
      Sungro has not yet reached final terms on the proposed acquisition. Any
      agreement between the parties will be subject to completion of a
      definitive agreement between the parties with customary representations
      and warranties and satisfactory completion of both parties' due diligence
      review. There is no assurance that the parties will reach a definitive
      agreement regarding the acquisition of an interest in the prospect as
      planned or at all.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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7

| | 2. | In July, 2009 Sungro approved a five-for-one forward
      stock split of the Company's common stock. The record date for the forward
      split is the close of business on July 6, 2009. The Company will announce
      the effective date of the forward split upon receipt of final approval
      from FINRA, which is expected to be in July, 2009. The new shares are
      expected to be issued by the Company's transfer agent when certificates
      are physically surrendered, by replacing each share surrendered with 5 new
      shares, or if part of the DTC System, shares will be automatically
      adjusted for on the same basis.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Results of Operations

The following summary of our results of operations should be
read in conjunction with our unaudited financial statements for the three and
six month periods ended May 31, 2009 which are included herein.

Our operating results for the three and six month periods ended
May 31, 2009 and 2008 are summarized as follows:

|                   |   | Three Months Ended |   |  | Six Months Ended |  
|------------------ | - | ------------------ | - |  | ---------------- | -
|                   |   | May 31,            |   |  | May 31,          |  
|                   |   | 2009               |   |  | 2008             |  
|Revenue            | $ | -                  |   |  | -                |  
|Operating Expenses |   | 10,152             |   |  | 27,779           |  
|Net Loss           | $ | (10,152            | ) |  | (27,779          | )

Revenues

We did not earn any revenues for the three months ended May 31,
2009. We do not anticipate earning revenues until such time as we have entered
into commercial production of any mineral or oil and gas properties we acquire.
We are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources or oil and gas resources on properties we acquire, or if such
resources are discovered, that we will enter into commercial production of
properties we acquire.

Expenses

Our expenses for the three and six month periods ended May 31,
2009 and 2008 are outlined in the table below:

|                               |   | Three Months Ended |  |   | Six Months Ended |  
|------------------------------ | - | ------------------ |  | - | ---------------- | -
|                               |   | May 31             |  |   | May 31           |  
|                               |   | 2009               |  |   | 2008             |  
|Professional fees              | $ | 6,193              |  | $ | 26,764           |  
|Bank charges and interest      |   | 18                 |  |   | 22               |  
|Foreign exchange loss (gain)   |   | 1,686              |  |   | (106             | )
|Office and sundry              |   | 2,255              |  |   | 124              |  
|Transfer agent fees (recovery) |   | -                  |  |   | 975              |  
|Total                          | $ | 10,152             |  | $ | 27,779           |  

General and Administrative

The decrease in our general and administrative expenses for the
three month and six month periods ended May 31, 2009 compared to the comparative
periods ended May 31, 2008 was primarily due to a decrease in professional fees.
Professional fees decreased primarily due to the fact that during the period
ended May 31, 2009 the Company was not incurring further professional fees
associated with the filing and preparation of the Companys registration
statement on Form S-1.

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8

Professional Fees

Professional fees include our accounting and auditing expenses
incurred in connection with the preparation and audit of our financial
statements and professional fees that we pay to our legal counsel. Our
accounting and auditing expenses were incurred in connection with the
preparation of our audited financial statements and unaudited interim financial
statements and our preparation and filing of a registration statement with the
SEC. Our legal expenses represent amounts paid to legal counsel in connection
with our ongoing reporting requirements. Legal expenses will be ongoing during
fiscal 2009 due to our continuing reporting obligations under the Securities
Exchange Act of 1934 and Canadian National Instrument 51-102.

Liquidity and Capital Resources

Working Capital

|                             |   |         |   |   |          |  |  | Percentage |  
|---------------------------- | - | ------- | - | - | -------- |  |  | ---------- | -
|                             |   | May 31, |   |   | November |  |  | Increase   |  
|                             |   | 2009    |   |   | 30, 2008 |  |  | (Decrease) |  
|Current Assets               | $ | 299     |   | $ | 14,310   |  |  | (97.9%     | )
|Current Liabilities          | $ | 18,864  |   | $ | 12,667   |  |  | 48.9%      |  
|Working Capital (Deficiency) | $ | (18,565 | ) | $ | 1,643    |  |  | 1,029.9%   |  

Cash Flows

|                                      |   |                         |   |   |            |   |  | Percentage |  
|------------------------------------- | - | ----------------------- | - | - | ---------- | - |  | ---------- | -
|                                      |   | Six Months Ended May 31 |   |   | Increase / |  
|                                      |   | 2009                    |   |   | 2008       |   |  | (Decrease) |  
|Cash Used in Operating Activities     | $ | (14,011                 | ) | $ | (60,292    | ) |  | (76.8%     | )
|Cash Used in Investing Activities     | $ | -                       |   | $ | -          |   |  | N/A        |  
|Cash Provided by Financing Activities | $ | -                       |   | $ | -          |   |  | N/A        |  
|Net (Decrease) in Cash                | $ | (14,011                 | ) | $ | (60,292    | ) |  | (76.8%     | )

We anticipate that we will incur approximately $60,000 for
operating expenses, including professional, legal and accounting expenses
associated with our reporting requirements under the Securities Exchange Act of
1934 during the next twelve months. We do not have sufficient working capital to
provide for the anticipated expenses over the next twelve months. Accordingly,
we will need to obtain additional financing in order to complete our business
plan.

Cash Used in Operating Activities

We used cash in operating activities in the amount of ($14,011)
during the six month period ended May 31, 2009 and ($60,292) during the six
month period ended May 31, 2008. Cash used in operating activities was funded by
cash from financing activities.

Cash Used in Investing Activities

No cash was used or provided in investing activities during the
six month period ended May 31, 2009.

Cash Provided by Financing Activities

No cash was used or provided in financing activities during the
six month period ended May 31, 2009.

Disclosure of Outstanding Share Data

As at the date of this quarterly report, we had 9,750,000
shares of common stock issued and outstanding. We do not have any warrants,
options or shares of any other class issued and outstanding as at the date of
this quarterly report.

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9

Going Concern

The financial statements accompanying this report have been
prepared on a going concern basis, which implies that our company will continue
to realize its assets and discharge its liabilities and commitments in the
normal course of business. Our company has not generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
our company as a going concern is dependent upon the continued financial support
from our shareholders, the ability of our company to obtain necessary equity
financing to achieve our operating objectives, and the attainment of profitable
operations. As at May 31, 2009, our company has accumulated losses of $118,565
since inception. We do not have sufficient working capital to enable us to carry
out our stated plan of operation for the next twelve months.

Due to the uncertainty of our ability to meet our current
operating expenses and the capital expenses noted above in their report on the
financial statements for the year ended November 30, 2008, our independent
auditors included an explanatory paragraph regarding concerns about our ability
to continue as a going concern. The continuation of our business is dependent
upon us raising additional financial support. The issuance of additional equity
securities by us could result in a significant dilution in the equity interests
of our current stockholders. Obtaining commercial loans, assuming those loans
would be available, will increase our liabilities and future cash commitments.

Future Financings

We anticipate continuing to rely on equity sales of shares of
our common stock in order to continue to fund our business operations. Issuances
of additional shares will result in dilution to our existing stockholders. There
is no assurance that we will achieve any additional sales of our equity
securities or arrange for debt or other financing to fund our planned
activities.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition,
changes in financial condition, revenues or expenses, results of operations,
liquidity, capital expenditures or capital resources that are material to
stockholders.

Risks and Uncertainties

We are an exploration stage company with a limited operating
history that makes it impossible to reliably predict future growth and operating
results.

We have not been able to achieve profitable operations and
there are no assurances that we will be able to do so in the future. Potential
investors should be aware of the difficulties normally encountered by a new
enterprise and the high rate of failure of such enterprises. The potential for
future success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
development of a business in general. There is no history upon which to base any
assumption as to the likelihood that we will prove successful, and there can be
no assurance that we will generate significant operating revenues in the future
or ever achieve profitable operations.

We have no formal written agreement for a business
combination or other transaction and there can be no assurance that we will be
able to successfully identify and evaluate a suitable business opportunity.

As at the date of this report, we have no formal written
agreement with respect to acquiring a business opportunity or engaging in a
business combination with any private entity. The success of our company
following an entry into any business opportunity or business combination will
depend to a great extent on the operations, financial condition and management
of any identified business opportunity. While management intends to seek
business opportunities and/or business combinations with entities with
established operating histories, there is no assurance that we will successfully
locate business opportunities meeting such criteria. In the event that we
complete a business combination or otherwise acquire a business opportunity, the
success of our operations may be dependent upon

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10

management of the successor firm or venture partner firm,
together with a number of other factors beyond our control.

Upon completion of a business opportunity or combination,
there can be no assurance that we will be able to successfully manage or achieve
growth of that business opportunity or combination.

Our ability to achieve growth upon the acquisition of a
suitable business opportunity or business combination will be dependent upon a
number of factors including our ability to hire and train management and other
employees and the adequacy of our financial resources. There can be no assurance
that we will be able to successfully manage any business opportunity or business
combination. Failure to manage anticipated growth effectively and efficiently
could have a material adverse effect on our company.

If we complete a business opportunity or combination,
management of our company may be required to sell or transfer shares of our
common stock and resign as members of our board of directors.

A business combination or acquisition of a business opportunity
involving the issuance of shares of our common stock may result in new
shareholders obtaining a controlling interest in our company. Any such business
combination or acquisition of a business opportunity may require management of
our company to sell or transfer all or a portion of the shares they hold in our
company and require such individuals to resign as members of our board. The
resulting change in control of our company could result in the removal of one or
more of our present officers and directors and a corresponding reduction in or
elimination of their participation in the future affairs of our company.

If we complete a business opportunity or combination, we may
be required to issue a substantial number of shares of our common stock which
would dilute the shareholdings of our current shareholders and result in a
change of control of our company.

We may pursue the acquisition of a business opportunity or a
business combination with a private company. The likely result of such a
transaction would result in our company issuing shares of our common stock to
shareholders of such private company. Issuing previously authorized and unissued
shares of our common stock will reduce the percentage of shares of our common
stock owned by existing shareholders and may result in a change in the control
of our company and our management.

Because our sole executive officer and sole director, Mr.
Mal Bains, controls approximately 51% of our outstanding common stock, investors
may find that corporate decisions influenced by Mr. Mal Bains are inconsistent
with the best interests of other stockholders.

Mr. Mal Bains, our sole executive officer and sole director,
controls approximately 51% of our issued and outstanding shares of common stock.
The interests of Mr. Bains may not be, at all times, the same as that of other
shareholders. Since Mr. Bains is not simply a passive investor but is also our
sole executive, his interests as an executive may, at times, be adverse to those
of passive investors. Where those conflicts exist, our shareholders will be
dependent upon Mr. Bains exercising, in a manner fair to all of our
shareholders, his fiduciary duties as an officer or as a member of our board of
directors. Also, Mr. Bains will have the ability to significantly influence the
outcome of most corporate actions requiring shareholder approval, including the
merger of Sungro with or into another company, the sale of all or substantially
all of our assets and amendments to our articles of incorporation. This
concentration of ownership with Mr. Bains may also have the effect of delaying,
deferring or preventing a change in control of Sungro, which may be
disadvantageous to minority shareholders.

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11

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of shares of our common
stock to fluctuate substantially. These fluctuations may adversely affect the
trading price of shares of our common stock.

Because we have nominal assets, we are considered a "shell
company" and will be subject to more stringent reporting requirements.

Rule 12b-2 of the Exchange Act defines a shell company as a
registrant that has no or nominal operations, and either (a) no or nominal
assets; (b) assets consisting solely of cash and cash equivalents; or (c) assets
consisting of any amount of cash and cash equivalents and nominal other assets.
Our balance sheet states that we have cash as our only asset therefore, we are
defined as a shell company. SEC rules prohibit shell companies from using a Form
S-8 to register securities pursuant to employee compensation plans. However, the
rules do not prevent us from registering securities pursuant to registration
statements. SEC rules regarding Form 8-K requires shell companies to provide
more detailed disclosure upon completion of a transaction that causes it to
cease being a shell company. If and when we cease to be a shell company, we must
file a current report on Form 8-K containing the information required pursuant
to Regulation S-K and in a registration statement on Form 10, within four
business days following completion of the transaction together with financial
information of the private operating company. In order to assist the SEC in the
identification of shell companies, we are also required to check a box on Form
10-Q and Form 10-K indicating that we are a shell company. To the extent that we
are required to comply with additional disclosure because we are a shell
company, we may be delayed in executing any mergers or acquiring other assets
that would cause us to cease being a shell company.

The SEC adopted a new Rule 144 effective February 15, 2008,
which makes resale of restricted securities by shareholders of a shell company
more difficult. The new Rule 144 cannot be relied upon for the resale of
securities of a shell company, and may be relied upon to sell securities of a
former shell company only if all of the following conditions are met: the issuer
has ceased to be a shell company; the issuer is subject to the reporting
requirements of the Exchange Act; the issuer has filed all Exchange Act reports
required for the past 12 months; and at least one year has elapsed from the time
that the issuer filed current Form 10 information on Form 8-K changing its
status to a non-shell company.

We may be unsuccessful at identifying, acquiring and
operating suitable business opportunities and if we are unable to find, acquire
or operate a suitable opportunity for our company, we may never achieve
profitable operations.

We may not be able to find the right business opportunity for
our company to become engaged in or we may not succeed in becoming engaged in
the business opportunity we choose because we may not act fast enough or have
enough money or other attributes to attract the new business opportunity. Before
we begin to have any significant operations, we will have to become involved in
a viable business opportunity. In addition, in order to be profitable, we will
have to, among other things, hire consultants and employees, develop products
and/or services, market our products/services, ensure supply and develop a
customer base. There is no assurance that we will be able to identify,
negotiate, acquire and develop a business opportunity and we may never be
profitable.

We have not paid any dividends and do not foresee paying
dividends in the future.

Payment of dividends on our common stock is within the
discretion of the board of directors and will depend upon our future earnings,
our capital requirements, financial condition and other relevant factors. We
have no plan to declare any dividends in the foreseeable future.

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12

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and the FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our stock.

Our stock is a penny stock. The Securities and Exchange
Commission has adopted Rule 15g-9 which generally defines penny stock to be
any equity security that has a market price (as defined) less than $5.00 per
share or an exercise price of less than $5.00 per share, subject to certain
exceptions. Our securities are covered by the penny stock rules, which impose
additional sales practice requirements on broker-dealers who sell to persons
other than established customers and accredited investors. The term
accredited investor refers generally to institutions with assets in excess of
$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock
rules require a broker-dealer, prior to a transaction in a penny stock not
otherwise exempt from the rules, to deliver a standardized risk disclosure
document in a form prepared by the SEC which provides information about penny
stocks and the nature and level of risks in the penny stock market. The
broker-dealer also must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-dealer and its
salesperson in the transaction and monthly account statements showing the market
value of each penny stock held in the customers account. The bid and offer
quotations, and the broker-dealer and salesperson compensation information, must
be given to the customer orally or in writing prior to effecting the transaction
and must be given to the customer in writing before or with the customers
confirmation. In addition, the penny stock rules require that prior to a
transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchasers written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the level of trading activity in the secondary market for the stock
that is subject to these penny stock rules. Consequently, these penny stock
rules may affect the ability of broker-dealers to trade our securities. We
believe that the penny stock rules discourage investor interest in, and limit
the marketability of, our common stock.

In addition to the penny stock rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customers financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the Financial Industry Regulatory Authority believes that there
is a high probability that speculative low-priced securities will not be
suitable for at least some customers. The Financial Industry Regulatory
Authoritys requirements make it more difficult for broker-dealers to recommend
that their customers buy our common stock, which may limit your ability to buy
and sell our stock.

Item 3. Quantitative and Qualitative Disclosures About
Market Risk.

Not Applicable.

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13

Item 4T. Controls and Procedures.

As required by Rule 13a-15 of the Securities Exchange Act of
1934, our principal executive officer and principal financial officer evaluated
our company's disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) of the Exchange Act) as of the end of the period covered by this
report. Based on this evaluation, this officer concluded that as of the end of
the period covered by this report, these disclosure controls and procedures were
not effective. The conclusion that our disclosure controls and procedures were
not effective was due to the presence of the following material weaknesses in
internal control over financial reporting which are indicative of many small
companies with small staff: (i) inadequate segregation of duties and effective
risk assessment; and (ii) insufficient written policies and procedures for
accounting and financial reporting with respect to the requirements and
application of both United States Generally Accepted Accounting Principles and
the Securities and Exchange Commission guidelines. Management anticipates that
such disclosure controls and procedures will not be effective until the material
weaknesses are remediated.

We plan to take steps to enhance and improve the design of our
internal controls over financial reporting. During the period covered by this
quarterly report on Form 10-Q, we have not been able to remediate the material
weaknesses identified above. To remediate such weaknesses, we plan to implement
the following changes during our fiscal year ending November 30, 2010: (i)
appoint additional qualified personnel to address inadequate segregation of
duties and ineffective risk management; and (ii) adopt sufficient written
policies and procedures for accounting and financial reporting. The remediation
efforts set out above are largely dependent upon our securing additional
financing to cover the costs of implementing the changes required. If we are
unsuccessful in securing such funds, remediation efforts may be adversely
affected in a material manner.

Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues,
if any, within our company have been detected. These inherent limitations
include the realities that judgments in decision-making can be faulty and that
breakdowns can occur because of simple error or mistake.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial
reporting during the fiscal quarter ended May 31, 2009 that have materially
affected or are reasonably likely to materially affect, our internal control
over financial reporting.

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
by our company in the reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported, within the time periods specified
in the rules and forms of the Securities and Exchange Commission. Disclosure
controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed by our company in
the reports that we file or submit under the Exchange Act is accumulated and
communicated to our management, including our principal executive officer and
principal financial officer to allow timely decisions regarding required
disclosure.

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14

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, active or pending legal proceedings
against our company, nor are we involved as a plaintiff in any material
proceeding or pending litigation. There are no proceedings in which any of our
directors, officers or affiliates, or any registered or beneficial shareholder,
is an adverse party or has a material interest adverse to our interest.

Item 1A. Risk Factors.

Not Applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

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15

Item 6. Exhibits

Exhibit No.
    Description of Exhibit3.1
    Articles of Incorporation (attached as an exhibit to our
      registration statement on Form S-1 filed on February 22, 2008)3.2
    Bylaws (attached as an exhibit to our registration
      statement on Form S-1 filed on February 22, 2008)10.1
    Property Option Agreement dated September 1, 2007 between
      Mr. Carl von Einsiedel and Sungro Minerals Inc., whereby Sungro has an
      option to acquire a 100% interest in and to the Chevron Property (attached
      as an exhibit to our registration statement on Form S-1 filed on February
      22, 2008)10.2
    Amendment to Property Option Agreement dated October 15,
      2007 between Mr. Carl von Einsiedel and Sungro (attached as an exhibit to
    our registration statement on Form S-1 filed on February 22, 2008)10.3
    Geologist Consulting Agreement dated September 6, 2007
      between Foremost Geological Consulting and Sungro (attached as an exhibit
    to our registration statement on Form S-1 filed on February 22, 2008)14.1
    Code of Ethics (attached as an exhibit to our
      registration statement on Form S-1 filed on February 22, 2008)31.1*
    Certification of Chief Executive Officer and Chief
      Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
    200232.1*
    Certification of Chief Executive Officer and Chief
      Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley
      Act of 2002


* Filed herewith.

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16

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.

SUNGRO MINERALS INC.

By

/s/ Mal BainsMal
BainsPresident, Secretary, Treasurer and Director (Principal Executive
Officer, Principal Financial Officer and Principal Accounting Officer)

Date: July 9, 2009

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