SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549


FORM
10-Q


Amendment No.
1




[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 [ ]





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 [ ]





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








This
Amendment No. 1 to Sungro Minerals Inc.’s Form 10-Q for the quarterly period
ended August 31, 2009 is being filed to include the Company’s Statements of
Operations and remove the Statements of Stockholders’ Deficit which was
inadvertently filed instead of the Statements of Operations on the 10-Q that was
filed with the SEC on November 19, 2009.







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 14 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.









SUNGRO
      MINERALS, INC.(An
      Exploration Stage Company)BALANCE
      SHEETASSETSAugust 31, 2009
                                                                      
                                                                      
                                                                      November 30, 2008(Unaudited)
                                                                      
                                                                      
                                                                      (Audited)CURRENT
      ASSETS:Cash
                                                                      
                                                                      $
                                                                      69,058
                                                                      
                                                                      
                                                                      $
                                                                      14,310TOTAL
      CURRENT ASSETS
                                                                      
                                                                      
                                                                      69,058
                                                                      
                                                                      
                                                                      
                                                                      14,310$
                                                                      69,058
                                                                      
                                                                      
                                                                      $
                                                                      14,310LIABILITIES AND STOCKHOLDERS'
      DEFICITCURRENT
      LIABILITIES:Accounts
      payable and accrued expenses
                                                                      
                                                                      $
                                                                      23,892
                                                                      
                                                                      
                                                                      $
                                                                      12,667Note
      payable - officer
                                                                      
                                                                      
                                                                      22,685
                                                                      
                                                                      
                                                                      
                                                                      -TOTAL
      CURRENT LIABILITIES
                                                                      
                                                                      
                                                                      46,577
                                                                      
                                                                      
                                                                      
                                                                      12,667STOCKHOLDERS'
      DEFICIT:Common
      stock, $.001 par value; authorized shares -375,000,000 shares; 48,750,000
      shares issued and outstanding(1)
                                                                      
                                                                      
                                                                      48,750
                                                                      
                                                                      
                                                                      
                                                                      48,750Common
      stock to be issued, $0.001 par value, 133,333 shares
                                                                      
                                                                      
                                                                      133
                                                                      
                                                                      
                                                                      
                                                                      -Additional
      paid-in capital
                                                                      
                                                                      
                                                                      166,113
                                                                      
                                                                      
                                                                      
                                                                      51,250Deficit
      accumulated during the exploration stage
                                                                      
                                                                      
                                                                      (192,515
                                                                      )
                                                                      
                                                                      
                                                                      (98,357
                                                                      )TOTAL
      STOCKHOLDERS' DEFICIT
                                                                      
                                                                      
                                                                      22,481
                                                                      
                                                                      
                                                                      
                                                                      1,643$
                                                                      69,058
                                                                      
                                                                      
                                                                      $
                                                                      14,310(1)  Adjusted
      for 5:1 forward stock split on July 6, 2009


See notes
to unaudited financial statements




F-2
 
  SUNGRO
      MINERALS, INC.(An
      Exploration Stage Company)STATEMENTS
      OF OPERATIONSUnauditedCumulative
      amountfrom
      August 10, 2007Three
      Months Ended August 31,
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      Nine
      Months Ended August 31,
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      through
      August 31, 20092009
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      2008
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      2009
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      2008OPERATING
      EXPENSES:General
      and administrative
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      23,801
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      7,505
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      42,185
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      62,020
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      127,295Bank
      charges and interest
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      18
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      20
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      87
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      113
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      254Foreign
      exchange (gain) loss
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      (2,814
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      (467
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      (1,059
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      (174
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      (1,239
                                                                                                                                                                      )Mineral
      claim maintenance and geological costs
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      52,945
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      3,273
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      52,945
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      3,273
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      66,205TOTAL
      OPERATING EXPENSES
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      73,950
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      10,331
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      94,158
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      65,232
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      192,515NET
      LOSS
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (73,950
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (10,331
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (94,158
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (65,232
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (192,515
                                                                                                                                                                      )BASIC
      AND DILUTED - LOSS PER SHARE
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (0.00
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (0.00
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (0.00
                                                                                                                                                                      )
                                                                                                                                                                      
                                                                                                                                                                      $
                                                                                                                                                                      (0.00
                                                                                                                                                                      )WEIGHTED
      AVERAGE COMMON SHARES OUTSTANDINGBasic
      and Diluted
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      48,750,000
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      48,750,000
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      48,750,000
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      
                                                                                                                                                                      48,750,000


See notes
to unaudited financial statements


F-3




SUNGRO
      MINERALS, INC.(An
      Exploration Stage Company)CONSOLIDATED
      STATEMENTS OF CASH FLOWSUnauditedCummulative
      amountFor
      the Nine Months Ended August 31,
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      from
      August 10, 20072009
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2008
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      throughAugust 31, 2009CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      (94,158
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      (91,627
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      (192,515
                                                                                                                                      )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Changes
      in assets and liabilities:Accounts
      payable and accrued expenses
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      11,225
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      17,310
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      23,892Net
      cash used in operating activities
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (82,933
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (74,317
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (168,623
                                                                                                                                      )NET
      CASH USED IN INVESTING ACTIVITIES
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from expenses paid by investor
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,996
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,996Proceeds
      from private placement
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      200,000Proceeds
      from notes payable - officer
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      22,685
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      22,685NET
      CASH PROVIDED BY FINANCING ACTIVITIES
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      137,681
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      100,000
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      237,681NET
      INCREASE IN CASH
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      54,748
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      25,683
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      69,058CASH
      - BEGINNING OF PERIOD
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      14,310
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -CASH
      - END OF PERIOD
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      69,058
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      25,683
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      69,058SUPPLEMENTAL
      DISCLOSURE OF CASH FLOWINFORMATION:Income
      taxes paid
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -Cash
      paid for interest
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      -


See notes
to unaudited financial statements


F-4





Sungro Minerals Inc.


(An
Exploration Stage Company)


Notes
to the Unaudited Financial Statements


For the nine months ended August 31,
2009 and 2008




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 unaudited 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
Article 8 of Regulation S-X.  Accordingly, they do not include all the
information and notes required by generally accepted accounting principles for
complete financial statements. 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 nine months ended
August 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.  The financial
statements and notes included herein should be read in conjunction with the
annual financial statements and notes for the year ended November 30, 2008
included in the Company’s filing of Form 10K.





3.
            Summary
      of Significant Accounting Policies





Cash and Cash
Equivalents – The Company considers all highly liquid short-term
investments with a remaining maturity of three months or less when purchased to
be cash equivalents and are carried at fair value.





Use of Estimates -
The preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting periods. Actual results will differ from these estimates.





Fair Value of 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-5


Accounts receivable and
concentration of credit risk – The Company currently has no accounts
receivable, no customers, and therefore, does not currently foresee a
concentrated credit risk associated with trade receivables.  If and
when the Company commences operations that generate revenue, the Company will
evaluate the receivable in light of the collectability in the normal course of
business.





Fair Value
Measurements





Effective
January 1, 2008, the Company adopted guidance issued by the Financial Accounting
Standards Board (“FASB”) on “Fair Value Measurements” for assets and liabilities
measured at fair value on a recurring basis. This guidance establishes a common
definition for fair value to be applied to existing generally accepted
accounting principles that require the use of fair value measurements,
establishes a framework for measuring fair value and expands disclosure about
such fair value measurements. The adoption of this guidance did not have an
impact on the Company’s financial position or operating results, but did expand
certain disclosures.





The
Financial Accounting Standards Board (“FASB”) defines fair value as the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
Additionally, the “FASB” requires the use of valuation techniques that maximize
the use of observable inputs and minimize the use of unobservable inputs. These
inputs are prioritized below:





Level 1:
              Observable
      inputs such as quoted market prices in active markets for identical assets
      or liabilitiesLevel 2:
              Observable
      market-based inputs or unobservable inputs that are corroborated by market
      dataLevel 3:
              Unobservable
      inputs for which there is little or no market data, which require the use
      of the reporting entity’s own
assumptions.




The
Company did not have any Level 2 or Level 3 assets or liabilities as
of August 31, 2009 and November 30, 2008 with the exception of the note payable
to officer.





The
Company discloses the estimated fair values for all financial instruments for
which it is practicable to estimate fair value. As of August 31, 2009 and
November 30, 2008, the fair value short-term financial instruments, approximates
book value due to their short-term duration.





Cash and
cash equivalents include money market securities and commercial paper that are
considered to be highly liquid and easily tradable. These securities are valued
using inputs observable in active markets for identical securities and are
therefore classified as Level 1 within the fair value
hierarchy.




In
addition, the Financial Accounting Standards Board (“FASB”) issued, “The Fair
Value Option for Financial Assets and Financial Liabilities,” effective for
January 1, 2008. This guidance expands opportunities to use fair value
measurements in financial reporting and permits entities to choose to measure
many financial instruments and certain other items at fair value. The Company
did not elect the fair value option for any of its qualifying financial
instruments.





Loss per Common Share
- Net loss per common share is based on the weighted average number of shares
outstanding. Potential common shares includable in the computation of fully
diluted per share results are not presented in the financial statements as their
effect would be anti-dilutive.





Reclassifications -
Certain prior year financial statement balances have been reclassified to
conform to the current year presentation. These reclassifications had no effect
on the recorded net loss.





Impact of New Accounting
Standards Recent Accounting Pronouncements





In May
2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS
165”) codified in FASB ASC 855-10-05, which provides guidance to establish
general standards of accounting for and disclosures of events that occur after
the balance sheet date but before financial statements are issued or are
available to be issued. FASB ASC 855-10-05 also requires entities to disclose
the date through which subsequent events were evaluated as well as the rationale
for why that date was selected. FASB ASC 855-10-05 is effective for interim and
annual periods ending after June 15, 2009, and accordingly, the Company adopted
this pronouncement during the second quarter of 2009. The adoption of this new
standard is not expected to have a material impact on the financial statements
of the Company. In preparing these financial statements, the Company evaluated
events that occurred through the date of this filing for potential recognition
or disclosure.





F-6





In June
2009, the FASB issued FASB ASC 105, Generally Accepted Accounting Principles,
which establishes the FASB Accounting Standards Codification as the sole source
of authoritative generally accepted accounting principles. Pursuant to the
provisions of FASB ASC 105, the Company has updated references to GAAP in its
financial statements issued for the period ended August 31, 2009. The adoption
of FASB ASC 105 did not impact the Company’s financial position or results of
operations.





In
June 2009, the FASB issued authoritative guidance which eliminates the
exemption for qualifying special-purpose entities from consolidation
requirements, contains new criteria for determining the primary beneficiary of a
variable interest entity, and increases the frequency of required reassessments
to determine whether a company is the primary beneficiary of a variable interest
entity. The guidance is applicable for annual periods beginning after
November 15, 2009 and interim periods therein and thereafter. The Company
does not expect the adoption of this standard to have a material effect on its
financial position or results of operations.




In
June 2009, the FASB issued authoritative guidance which eliminates the
concept of a qualifying special-purpose entity, creates more stringent
conditions for reporting a transfer of a portion of a financial asset as a sale,
clarifies other sale-accounting criteria, and changes the initial measurement of
a transferor’s interest in transferred financial assets. The guidance is
applicable for annual periods beginning after November 15, 2009 and interim
periods therein and thereafter. The Company does not expect the adoption of this
standard to have a material effect on its financial position or results of
operations.




There
were no other accounting standards and interpretations recently issued which are
expected to a have a material impact on the Company’s financial position,
results of operations or cash flows.




4.
            Mineral
      Properties





Sungro
Minerals Inc. (the “Company”) has entered into a Mineral Agreement (the “Mineral
Agreement”) dated August 27, 2009 with certain individual owners (the “Owners”)
of 331 unpatented lode mining claims situated in Inyo County, California, known
as the "Conglomerate Mesa Claims".  By mutual agreement between the
Parties, the closing date has been extended to November 20, 2009. (See
“Subsequent Events”)





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.





5.
            Note
      Payable Officer





During
the quarter ended August 31, 2009, the Company received advances from its CEO,
Mel Bains, personally advancing a total of $22,686, to cover certain filing,
administrative, and other corporate costs. These advances are non-interest
bearing and payable upon demand.




6.
            Capital
      Stock





a)        Authorized





Authorized capital stock consists of
375,000,000 common shares with a par value of $0.001 per share.





F-7


b)        Share Issuances





During
the period ended November 30, 2007, the Company issued 5,000,000 common shares
for gross proceeds of $5,000 to the Company’s president and sole
director.





During
the period ended November 30, 2007, the Company issued 4,750,000 common shares
for gross proceeds of $95,000.





On July
6, 2009, subject to regulatory approval, the Company approved a five-for-one
forward stock split of the Company’s authorized and outstanding shares of common
stock. All outstanding share amounts have been retroactively adjusted to reflect
the stock split. As a result of the forward split, there are 48,750,000 shares
issued and outstanding as of August 31, 2009.





On July
28, 2009, the Company received $100,000 under a Subscription Agreement for
133,333 shares of Common Stock at a price of $0.75 per share.  As of
August 31, 2009, the shares have not been issued and the issuance is recorded as
common stock to be issued.





7.
            Subsequent
      Events





Since the completion of the fiscal quarter ended August 31, 2009, the Company
has experienced the following significant corporate developments:





1.
            Sungro
      Minerals Inc. (the “Company”) has entered into a Mineral Agreement (the
      “Mineral Agreement”) dated August 27, 2009 with certain individual owners
      (the “Owners”) of 331 unpatented lode mining claims situated in Inyo
      County, California, known as the "Conglomerate Mesa Claims". By mutual
      agreement between the Parties, the closing of the Mineral Agreement has
      been extended to November 20, 2009.  Under the terms of the
      Mineral Agreement, in consideration for the acquisition of the
      Conglomerate Mesa claims (the “Transaction”), we agreed to, among other
      things:





(i)         pay
the Owners: $200,000 upon closing of the transaction and a further amount of
$150,000 on August 1, 2010, $200,000 on August 1, 2011, and installments of
$250,000 commencing on August 1 of each year thereafter (subject to increase
based on positive increases to the consumer price index),





(ii)         issue
an aggregate of 200,000 shares of the Company upon closing of the Transaction
and issue a further 2,300,000 shares of the Company (to be issued in escrow) to
the Owners in installments commencing on August 1, 2010 and on August 1 of each
year thereafter, which issuance is subject to the Company obtaining a partial
revocation order from the British Columbia Securities Commission in respect of
current temporary cease trade order issued by the B.C. Commission in connection
with the securities of the Company,





(iii)         grant
the Owners a production royalty consisting of 4% of the net smelter returns on
sale proceeds received by us from the sale of minerals from the property,
and





(iv)         expend
a minimum of $100,000 annually on exploring, prospecting or developing the
property.


The
Royalty may be reduced at the Owner’s option to 1.5% subject to receipt by the
Owners of a feasibility study on the property and release from escrow of any
escrowed securities of the Company to be issued to the Owners.





Closing
of the Mineral Agreement is subject to the completion of a number of conditions,
including: payment of the Closing Funds, the Company obtaining a partial
revocation order from the B.C. Commission for the issuance of the securities,
execution of all instruments or other documents required to transfer title to
the claims to the Company, receipt of a title opinion reflecting ownership of
the claims, and receipt of all required regulatory approvals. There is no
assurance that the transaction will be completed as planned or at
all.





2.
            In
      September, 2009, and again in November 2009, the holders of the
      Conglomerate Mesa Claims signed extension agreements that provide for
      completion of the contract terms by November 20,
  2009.




F-8


3.
            In
      September, 2009, the Company appointed Erwin Vahlsing, Jr. as Chief
      Financial Officer.




4.
            In
      October, 2009, the Company advanced payments pursuant to the Mineral
      Rights Agreement.




5.
            In
      November, 2009, the Company appointed Erwin Vahlsing, Jr. as a
      Director.




6.
            In
      November, 2009, the Company raised $110,000 from a Subscription Agreement
      from an unrelated party, and made additional payments under the Mineral
      Rights Agreement.




F-9




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 (1) three mineral claims
called the Chevron Claims in northern British Columbia and engaging a geologist
to develop a work program on the Chevron Claims; and (2) negotiating the
acquisition of the Conglomerate Mesa Claims and the development of the 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, and have made partial payments on the Conglomerate Mesa Claims and
expect to complete the payments before the end of November 2009.  Our
company has not generated revenues since inception and has accumulated losses of
$192,515 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, 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 have
currently negotiated a Mineral Agreement, but to date have not fulfilled the
requirements of this agreement.  Unless we are able to fulfill the
terms of the Mineral Agreement, we may lose this opportunity.  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.




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 nine month periods
ended August 31, 2009 which is included herein.




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




Three
      Months Ended
                      August
      31,
                    
                    
                    Nine
      Months Ended
                      August
      31,
                    
                    
                    Cumulative Amt
                      from Aug 10,
      20072009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    to
      Aug 31, 2009Operating
      expenses
                    
                    $
                    73,950
                    
                    
                    
                    10,331
                    
                    
                    $
                    94,158
                    
                    
                    
                    65,232
                    
                    
                    $
                    192,515Net
      Loss
                    
                    $
                    (73,950
                    )
                    
                    
                    (10,331
                    )
                    
                    $
                    (94,158
                    )
                    
                    
                    (65,232
                    )
                    
                    $
                    (192,515
                    )









Revenues




We did
not earn any revenues for the three months ended August 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 nine month periods ended August 31, 2009 and 2008 are
outlined in the table below:




Three
      Months Ended
                  
                  
                  Nine Months
      Ended
                  
                  
                  Cumulative
      AmtAugust
    31,
                  
                  
                  August
    31,
                  
                  
                  August
      10, 2007 to2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  August
      31, 2009General
      and administrative
                  
                  $
                  23,801
                  
                  
                  $
                  7,505
                  
                  
                  $
                  42,185
                  
                  
                  $
                  62,020
                  
                  
                  $
                  127,295Bank
      charges and interest
                  
                  
                  18
                  
                  
                  
                  20
                  
                  
                  
                  87
                  
                  
                  
                  113
                  
                  
                  
                  254Foreign
      exchange loss (gain)
                  
                  
                  (2,814
                  )
                  
                  
                  (467
                  )
                  
                  
                  (1,059
                  )
                  
                  
                  (174
                  )
                  
                  
                  (1,239
                  )Mineral
      claim maintenance and geological costs
                  
                  
                  52,945
                  
                  
                  
                  3,273
                  
                  
                  
                  52,945
                  
                  
                  
                  3,273
                  
                  
                  
                  66,205Total
                  
                  $
                  73,950
                  
                  
                  $
                  10,331
                  
                  
                  $
                  94,158
                  
                  
                  $
                  65,232
                  
                  
                  $
                  192,515




General and
Administrative




The
increase in our general and administrative expenses for the three month and the
decrease for the nine month periods ended August 31, 2009 compared to the
comparative periods ended August 31, 2008 was primarily due to changes in
professional fees. The increase in Professional fees for the three months ended
August 31, 2009 are primarily due to legal fees incurred in connection with an
investigation into “potential trading irregularities” by the British Columbia
Securities Commission (BCSC) launched during the quarter. The decrease in
Professional fees for the nine months ended August 31, 2009 is primarily due the
Company was not incurring further professional fees associated with the filing
and preparation of the Company’s registration statement on Form
S-1.




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, and the
representation of the Company before the BCSC in connection with the
investigation of potential “trading irregularities”. Legal expenses will be
ongoing during fiscal 2009 due to our continuing representation before the BCSC
and our ongoing reporting obligations under the Securities Exchange Act of 1934
and Canadian National Instrument 51-102.




Liquidity
and Capital Resources




Working
Capital




PercentageAugust
    31,
                
                
                November 30,
                
                
                Increase
    /2009
                
                
                
                2008
                
                
                (Decrease)Current
      Assets
                
                $
                69,058
                
                
                $
                14,310
                
                
                
                382.6
                %Current
      Liabilities
                
                $
                46,577
                
                
                $
                12,667
                
                
                
                267.7
                %Working
      Capital (Deficiency)
                
                $
                22,481
                
                
                $
                1,643
                
                
                
                1,268.3
                %


Cash
Flows


Nine Months
      Ended
                      August
31
                    
                    
                    Percentage
                      Increase
      /2009
                    
                    
                    2008
                    
                    
                    (Decrease)Cash
      Used in Operating Activities
                    
                    $
                    (82,933
                    )
                    
                    $
                    (74,317
                    )
                    
                    
                    (11.6
                    %
      )Cash
      Used in Investing Activities
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    
                    N/ACash
      Provided by Financing Activities
                    
                    $
                    137,681
                    
                    
                    $
                    100,000
                    
                    
                    
                    37.7
                    %Net
      Increase in Cash
                    
                    $
                    54,748
                    
                    
                    $
                    25,683
                    
                    
                    
                    113.2
                    %




We
anticipate that we will incur approximately $200,000 for operating expenses,
including professional, legal and accounting expenses associated with our
reporting requirements under the Securities Exchange Act of 1934 and our legal
representation 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 ($82,933) during the nine month
period ended August 31, 2009 and ($74,317) during the nine month period ended
August 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 nine month period ended
August 31, 2009.




Cash Provided by Financing
Activities




The
Company raised $100,000 from a Subscription Agreement for our Common Stock
during the nine month period ended August 31, 2009.




The
Company raised $14,996 from a Shareholder who made direct payment of several
vendor invoices during the nine month period ended August 31,
2009.  The shareholder declined any compensation for these payments,
and they were recorded as Additional Paid in Capital.




Disclosure of Outstanding
Share Data




As at the
date of this quarterly report, we had 48,750,000 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.




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 August
31, 2009, our company has accumulated losses of $192,515 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.




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 Chief Executive Officer and a 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 Chief Executive Officer and a 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 was also our
sole executive until the appointment of Mr. Erwin Vahlsing, Jr. as Chief
Financial Officer.  Mr. Bains 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.




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.




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.









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 officers 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, these officers 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




During
the fiscal quarter ended August 31, 2009 the Board of Directors appointed Erwin
Vahlsing, Jr. as our Chief Financial Officer.  The appointment of Mr.
Vahlsing is the first step in the process of improving our internal controls and
financial reporting. Aside from this appointment, there were no other changes in
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.









PART
II-OTHER INFORMATION






Item
1. Legal Proceedings.




In
August 2009, the Company was notified by the British Columbia Securities
Commission (BCSC) of an inquiry into “pricing irregularities” of trades in the
Company’s Common Stock.  While the Company does not believe the claim
has merit, the BCSC has imposed a Cease Trade Order affecting the trading of the
Company’s Common Stock in British Columbia, or by residents of British
Columbia.  The Company cannot be certain of the outcome of these
proceedings.




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.




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)10.4
                  Mineral
      Rights Agreement dated August 27, 2009 between Mr. Steven Van Ert and Mr.
      Noel Cousins, and Sungro Minerals, Inc., whereby Sungro has the right to
      acquire a 100% interest in and to the claims known as the Conglomerate
      Mesa Claims (attached as an exhibit to Form 8K filed on September 3,
      2009.14.1
                  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
      200231.2
                  Certification of Chief Financial Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 200232.1
                  Certification of Chief Executive Officer pursuant
      Section 906 Certifications under Sarbanes-Oxley Act of
      200232.2
                  Certification of Chief Financial Officer pursuant
      Section 906 Certifications under Sarbanes-Oxley Act of
      2002




* Filed
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.




SUNGRO
MINERALS INC.




By


/s/
      Mal
      Bains
                        
                        
                        /s/
      Erwin
      Vahlsing, Jr.Mal
      Bains
                        
                        
                        Erwin
      Vahlsing, Jr.President,
      Secretary, and Director
                        
                        
                        Chief
      Financial Officer and Treasurer(Principal
      Executive Officer)
                        
                        
                        (Principal
      Financial Executive and PrincipalAccounting Officer)Date:
      November 20, 2009
                        
                        
                        Date:
      November 20, 2009