UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

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

    For the quarterly period ended December 31, 2009

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

    For the transition period __________ to __________

                       Commission File Number: 333-148801


                                ESL Teachers Inc.
        (Exact name of small business issuer as specified in its charter)

           Nevada                                                75-3252264
(State or other jurisdiction of                                (IRS Employer
 incorporation or organization)                              Identification No.)

          2475 Paseo del las Americas, Suite 1135, San Diego, CA 92154
                    (Address of principal executive offices)

                                  619-955-7885
                           (Issuer's telephone number)

                                      N/A
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the issuer was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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

Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] 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 (ss.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

                      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.

2,460,000 common shares issued and outstanding as of February 16, 2010
<PAGE>
                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited interim financial statements for the three month period ended
December 31, 2009 form part of this quarterly report. They are stated in United
States Dollars (US$) and are prepared in accordance with United States generally
accepted accounting principles.



                                       2
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                December 31,      September 30,
                                                                   2009               2009
                                                                 --------           --------
                                                                (unaudited)         (audited)
<S>                                                              <C>                <C>
ASSETS

Current assets
  Cash and bank accounts                                         $ 11,617           $ 17,430
  Prepaid expenses                                                     --                445
                                                                 --------           --------

Total assets                                                     $ 11,617           $ 17,875
                                                                 ========           ========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES

Current liabilities
  Accounts payable and accrued liabilities                       $  4,050           $  7,200
  Due to stockholder                                                6,058              6,058
                                                                 --------           --------

 Total liabilities                                                 10,108             13,258
                                                                 --------           --------
STOCKHOLDERS' EQUITY
  Common stock authorized -
    50,000,000 common shares with a par value of $0.001
  Common stock issued and outstanding
    2,460,000 common shares  (Note 3)                               2,460              2,460
  Additional paid-in capital                                       60,540             60,540
  Deficit accumulated during the development stage                (61,491)           (58,383)
                                                                 --------           --------

Total stockholders' equity                                          1,509              4,617
                                                                 --------           --------

Total liabilities and stockholders' equity                       $ 11,617           $ 17,875
                                                                 ========           ========
</TABLE>


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

                                       3
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                      STATEMENTS OF OPERATIONS (unaudited)

<TABLE>
<CAPTION>
                                                                                        Cumulative Amounts
                                                                                           From Date of
                                                  Three Months         Three Months      Incorporation on
                                                     Ended                Ended         August 31, 2007 to
                                                  December 31,         December 31,         December 31,
                                                     2009                 2008                 2009
                                                  ----------           ----------           ----------
<S>                                               <C>                  <C>                  <C>
REVENUE                                           $       --           $       --           $       --
                                                  ----------           ----------           ----------
OPERATING EXPENSES
  General & Administrative                             1,013                  135                5,119
  Transfer agent                                       1,595                2,055               14,451
  Legal and Accounting                                   500                1,800               41,921
                                                  ----------           ----------           ----------

Loss before income taxes                              (3,108)              (3,990)             (61,491)

Provision for income taxes                                --                   --                   --
                                                  ----------           ----------           ----------

Net loss                                          $   (3,108)          $   (3,990)          $  (61,491)
                                                  ==========           ==========           ==========

Basic and diluted loss per Common share                   (1)                  (1)                  (1)
                                                  ==========           ==========           ==========
Weighted average number of common shares
 outstanding (Note 4)                              2,460,000            2,460,000
                                                  ==========           ==========
</TABLE>

----------
(1) less than $0.01


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

                                       4
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                  STATEMENT OF STOCKHOLDERS' EQUITY (unaudited)

<TABLE>
<CAPTION>
                                                                                      Deficit
                                                                                    Accumulated
                                                 Common Stock         Additional     during the
                                            --------------------       Paid in      Development
                                            Shares        Amount       Capital         Stage          Total
                                            ------        ------       -------         -----          -----
<S>                                      <C>          <C>           <C>             <C>             <C>


Inception, August 31, 2007                      --       $    --      $     --      $      --       $     --

Initial capitalization
 Sale of common stock                    1,500,000         1,500        13,500             --         15,000

Net loss for the year                           --            --            --         (4,158)        (4,158)
                                         ---------       -------      --------      ---------       --------
Balance September 30, 2007               1,500,000         1,500        13,500         (4,158)        10,842

Private placement on May 31, 2008
 at $0.05 per share                        960,000           960        47,040             --         48,000

Net loss for the period                         --            --            --        (31,673)       (31,673)
                                         ---------       -------      --------      ---------       --------
September 30, 2008                       2,460,000         2,460        60,540        (35,831)        27,169

Net loss for the period                         --            --            --        (22,552)       (22,552)
                                         ---------       -------      --------      ---------       --------
September 30, 2009                       2,460,000         2,460        60,540        (58,383)         4,617

Net loss for the period                         --            --            --         (3,108)        (3,108)
                                         ---------       -------      --------      ---------       --------
December 31, 2009                        2,460,000       $ 2,460      $ 60,540      $ (61,491)      $  1,509
                                         =========       =======      ========      =========       ========
</TABLE>


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

                                       5
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                      STATEMENTS OF CASH FLOWS (unaudited)

<TABLE>
<CAPTION>
                                                                                            Cumulative Amounts
                                                                                               From Date of
                                                         Three Months       Three Months     Incorporation on
                                                            Ended              Ended        August 31, 2007 to
                                                         December 31,       December 31,        December 31,
                                                            2009               2008                2009
                                                          --------           --------            --------
<S>                                                       <C>                <C>                 <C>
CASH FLOWS USED IN OPERATING ACTIVITIES
  Net loss for the period                                 $ (3,108)          $ (3,990)           $(61,491)
  (Increase) Decrease in prepaid expenses                      445             (7,945)                 --
  Increase (Decrease) in accounts payable and
   accrued liabilities                                      (3,150)            (5,577)              4,050
  Increase (Decrease) in due to stockholder                     --                 --               6,058
                                                          --------           --------            --------

Net cash used in operating activities                       (5,813)           (17,512)            (51,383)
                                                          --------           --------            --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of common stock                        --                 --              63,000
                                                          --------           --------            --------

Net cash used in financing ativities                            --                 --              63,000
                                                          --------           --------            --------

CASH FLOWS USED IN INVESTING ACTIVITIES                         --                 --                  --
                                                          --------           --------            --------

Change in cash during the period                            (5,813)           (17,512)             11,617

Cash, beginning of the period                               17,430             40,604                  --
                                                          --------           --------            --------

Cash, end of the period                                   $ 11,617           $ 23,092            $ 11,617
                                                          ========           ========            ========

Supplemental disclosure with respect to cash flows:
  Cash paid for income taxes                              $     --           $     --            $     --
                                                          ========           ========            ========
  Cash paid for interest                                  $     --           $     --            $     --
                                                          ========           ========            ========
</TABLE>


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

                                       6
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 1 - NATURE OF OPERATIONS

ESL Teachers Inc. (the "Company"), incorporated in the state of Nevada on August
31, 2007, and is developing business activities in teacher recruiting.

The company has not yet commenced significant business operations and is
considered to be in the development stage.

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING BASIS

The accompanying unaudited interim financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules of the Securities and Exchange Commission ("SEC"), and
should be read in conjunction with the audited financial statements and notes
thereto contained in the Company's annual report filed with the SEC on Form 10-K
as of and for the period ended September 30, 2009. In the opinion of management,
all adjustments necessary in order to make the financial statements not
misleading have been reflected herein. The results of operations for interim
periods are not necessarily indicative of the results to be expected for the
full year.

MANAGEMENT CERTIFICATION

The financial statements herein are certified by the officers of the Company to
present fairly, in all material respects, the financial position, results of
operations and cash flows for the periods presented in conformity with
accounting principles generally accepted in the United States of America,
consistently applied.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with maturities of three
months or less to be cash equivalents.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments consist of cash and amounts due to Company
stockholder.

The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements. It is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from its other financial instruments and that
their fair values approximate their carrying values except where separately
disclosed.

                                       7
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles of 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 year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

LOSS PER SHARE

Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

INCOME TAXES

The Company provides for income taxes usng an asset and liability approach.

Deferred tax assets are reduced by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. No provision for income taxes is
included in the statement due to its immaterial amount, net of the allowance
account, based on the likelihood of the Company to utilize the loss
carry-forward. See Note 5.

NET LOSS PER COMMON SHARE

Net loss per common share is computed based on the weighted average number of
common shares outstanding and common stock equivalents, if not anti-dilutive.
The Company has not issued any potentially dilutive common shares.

NOTE 3 - DUE TO STOCKHOLDER

The $6,058 due to a stockholder at December 31, 2009 is unsecured, non-interest
bearing and has no specific terms of repayment. See Note 6.

                                       8
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 4 - CAPITAL STOCK

The company has 50,000,000 common shares authorized at a par value of $0.001 per
share.

On August 31, 2007, the company issued 1,500,000 common shares to founders for
total proceeds of $15,000.

On May 31, 2008, the company completed a private placement whereby it issued
960,000 common shares at $0.05 per share for total proceeds of $48,000.

As at December 31, 2009, the company has no warrants or options outstanding.

NOTE 5 - INCOME TAXES

The Company provides for income taxes using an asset and liability approach.
Deferred tax assets and liabilities are recorded based on the differences
between the financial statement and tax bases of assets and liabilities and the
tax rates in effect currently.

Deferred tax assets are reduced by a valuation allowance if, based on the weight
of available evidence, it is more likely than not that some or all of the
deferred tax assets will not be realized. In the Company's opinion, it is
uncertain whether they will generate sufficient taxable income in the future to
fully utilize the net deferred tax asset. Accordingly, a valuation allowance
equal to the deferred tax asset has been recorded.

The cumulative net operating loss carry-forward is approximately $61,491 at
December 31, 2009, and will expire beginning in the year 2027.

The cumulative tax effect at the expected rate of 22% of significant items
comprising our net deferred tax amount is as follows:

                                                     2009                2008
                                                   --------            --------
Deferred tax asset attributable to:
  Net operating loss carryover                     $ 13,528            $  8,760
  Valuation allowance                               (13,528)             (8,760)
                                                   --------            --------
      Net deferred tax asset                       $     --            $     --
                                                   ========            ========

                                       9
<PAGE>
                                ESL TEACHERS INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS


NOTE 6 - RELATED PARTY TRANSACTION

As at December 31, 2009, there is a balance owing to a stockholder of the
Company in the amount of $6,058.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 7 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the
company will continue as a going concern. As discussed in the notes to the
financial statements, the Company has no established source of revenue. This
raises substantial doubt about the Company's ability to continue as a going
concern. Without realization of additional capital, it would be unlikely for the
Company to continue as a going concern. The financial statements do not include
any adjustments that might result from this uncertainty.

The Company's activities to date have been supported by equity financing. It has
sustained losses in all previous reporting periods with an inception to date
loss of $61,491 as of December 31, 2009. Management continues to seek funding
from its shareholders and other qualified investors to pursue its business plan.
In the alternative, the Company may be amenable to a sale, merger or other
acquisition in the event such transaction is deemed by management to be in the
best interests of the shareholders.

NOTE 8 - RECENT ACCOUNTING PRONOUNCEMENTS

The adoption of new accounting pronouncements is not expected to have a material
effect on the Company's current financial position, results or operations, or
cash flows.

NOTE 9 - SUBSEQUENT EVENTS

On February 1, 2010, the Company entered into a subscription agreement to issue
1,000,000 (post split) units at $0.25 per unit for aggregate proceeds of
$250,000. Each unit consists of one common share of the Company's stock and one
warrant to purchase an additional share of the Company's common stock at $0.50
per share for a period of 24 months. Also on February 1, 2010 the Company
entered into, and closed, a Mineral and Mining Lease with. Pursuant to this
agreement, the Company issued 100,000 (post split) shares of its common and
acquired a 5 year lease on certain mining claims in the state of Wyoming. In
addition to the 100,000 (post split) shares issued the Company agreed to pay an
annual fee of US $20,000, adjusted for inflation, as well as a production
royalty of 4% on the gross sales of product produced by the mineral claims
considered by this agreement.

Management has evaluated subsequent events through the date on which the
financial statements were submitted to the Securities and Exchange Commission
and has determined it does not have any other material subsequent events to
disclose.

                                       10
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

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",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"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 "Risk Factors", that may cause our 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. 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 unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report, particularly in
the section entitled "Risk Factors".

In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars.

As used in this quarterly report, the terms "we", "us", "our company", mean ESL
Teachers Inc. a Nevada corporation, unless otherwise indicated.

GENERAL OVERVIEW

We were incorporated as "ESL Teachers Inc." on August 31, 2007, in the State of
Nevada for the purpose of developing and selling online employment services
specifically for both ESL teachers and the ESL operations seeking to hire them
worldwide.

Recently, our management decided to change our business focus and begin the
process of acquiring mineral exploration properties. On February 1, 2010 we
entered into, and closed, a Mineral and Mining Lease with Miller and Associates,
LLC. Pursuant to this agreement, we agreed to issue 100,000 (post split) shares
of its common stock to Miller and Associates, LLC and acquired a 5 year lease on
certain mining claims in the state of Wyoming. In addition to the 100,000 (post
split) shares issued to Miller and Associates, LLC, we agreed to pay an annual
fee of US $20,000, adjusted for inflation, as well as a production royalty of 4%
on the gross sales of product produced by the mineral claims considered by this
agreement. This agreement in its entirety is attached as an exhibit to our
Current Report on Form 8-K filed on February 10, 2010.

RESULTS OF OPERATIONS

THREE MONTHS ENDED DECEMBER 31, 2009 AND 2008

The following summary of our results of operations should be read in conjunction
with our financial statements for the quarter ended December 31, 2009 which are
included herein.

Our operating results for the three months ended December 31, 2009 and 2008 are
summarized as follows:

                                       11
<PAGE>
                                                       Three Months Ended
                                                          September 30,
                                                     2009               2008
                                                   --------           --------
Revenue                                            $    Nil           $    Nil
General and Administrative Expenses                $  1,013           $    135
Transfer Agent                                     $  1,595           $  2,055
Legal and Accounting                               $    500           $  1,800
Net Loss                                           $ (3,108)          $ (3,990)

REVENUES

We have not earned any revenues since our inception and we do not anticipate
earning revenues in the near future.

EXPENSES

Our total expenses for the three months ended December 31, 2009 were $3,108
compared to $3,990 for the same period in 2008. Our total expenses from our
incorporation on August 31, 2007 to December 31, 2009 were $61,491.

NET LOSS

Our net loss for the three months ended December 31, 2009 was 3,108 compared to
$3,990 for the same period in 2008. Our net loss from our incorporation on
August 31, 2007 to December 31, 2009 was $61,491.

LIQUIDITY AND FINANCIAL CONDITION

As of December 31, 2009, our total assets were $11,617 and our total current
liabilities were $10,108 and we had a working capital of $1,509.

We have suffered recurring losses from operations. The continuation of our
company is dependent upon our company attaining and maintaining profitable
operations and raising additional capital as needed. In this regard we have
raised additional capital through equity offerings and loan transactions.

CASH FLOWS
                                                     At                 At
                                                 December 31,       December 31,
                                                    2009               2008
                                                  --------           --------
Net Cash (Used in) Operating Activities           $ (5,813)          $(17,512)
Net Cash Used In Investing Activities             $      0           $      0
Net Cash Provided by Financing Activities         $      0           $      0
INCREASE (DECREASE) IN CASH                       $ (5,813)          $(17,512)

Our principal sources of funds have been from sales of our common stock.

At present, our cash requirements for the next twelve months outweigh the funds
available to maintain or develop our operations. We will require additional
financing in order to fully carry out our business plan for the next 12 months.
There can be no assurance we will be successful in our efforts to secure
additional equity financing. If we are unable to raise equity or obtain
alternative financing, we may be unable to continue operations with respect to
the continued development and marketing of our company and our business plan may
fail.

If cash flow improves through these efforts, management believes that we can
continue to operate. However, no assurance can be given that management's
actions will result in profitable operations or improve our liquidity.

                                       12
<PAGE>
CONTRACTUAL OBLIGATIONS

As a "smaller reporting company", we are not required to provide tabular
disclosure obligations.

INFLATION

The amounts presented in the financial statements do not provide for the effect
of inflation on our operations or financial position. The net operating losses
shown would be greater than reported if the effects of inflation were reflected
either by charging operations with amounts that represent replacement costs or
by using other inflation adjustments.

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 is material to stockholders.

APPLICATION OF CRITICAL ACCOUNTING POLICIES

Our financial statements are impacted by the accounting policies used and the
estimates and assumptions made by management during their preparation. A
complete summary of these policies is included in Note 2 of our unaudited
financial statements. We have identified below the accounting policies that are
of particular importance in the presentation of our financial position, results
of operations and cash flows, and which require the application of significant
judgment by management.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles of 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 year.
The more significant areas requiring the use of estimates include asset
impairment, stock-based compensation, and future income tax amounts. Management
bases its estimates on historical experience and on other assumptions considered
to be reasonable under the circumstances. However, actual results may differ
from the estimates.

LOSS PER SHARE

Basic loss per share is calculated using the weighted average number of common
shares outstanding and the treasury stock method is used to calculate diluted
earnings per share. For the years presented, this calculation proved to be
anti-dilutive.

FAIR VALUE OF FINANCIAL INSTRUMENTS

Our financial instruments consist of cash and amounts due to our stockholder.

The carrying amount of these financial instruments approximates fair value due
either to length of maturity or interest rates that approximate prevailing
market rates unless otherwise disclosed in these financial statements. It is
management's opinion that we are not exposed to significant interest, currency
or credit risks arising from its other financial instruments and that their fair
values approximate their carrying values except where separately disclosed.

                                       13
<PAGE>
ITEM 4T. CONTROLS AND PROCEDURES

MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (who is acting as our
principal executive officer) and our chief financial officer (who is acting as
our principal financial officer and principle accounting officer) to allow for
timely decisions regarding required disclosure.

As of December 31, 2009, the end of our first quarter covered by this report, we
carried out an evaluation, under the supervision and with the participation of
our president (who is acting as our principal executive officer) and our chief
financial officer (who is acting as our principal financial officer and
principle accounting officer), of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our president
(who is acting as our principal executive officer) and our chief financial
officer (who is acting as our principal financial officer and principle
accounting officer) concluded that our disclosure controls and procedures were
effective as of the end of the period covered by this quarterly report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There have been no changes in our internal controls over financial reporting
that occurred during the quarter ended December 31, 2009 that have materially or
are reasonably likely to materially affect, our internal controls over financial
reporting.

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Other than as set out below, our company is not a party to any pending legal
proceeding and no legal proceeding is contemplated or threatened as of the date
of this quarterly report.

ITEM 1A. RISK FACTORS

RISKS ASSOCIATED WITH MINING

OUR PROPERTIES ARE IN THE EXPLORATION STAGE. THERE IS NO ASSURANCE THAT WE CAN
ESTABLISH THE EXISTENCE OF ANY MINERAL RESOURCE ON ANY OF OUR PROPERTIES IN
COMMERCIALLY EXPLOITABLE QUANTITIES. UNTIL WE CAN DO SO, WE CANNOT EARN ANY
REVENUES FROM OPERATIONS AND IF WE DO NOT DO SO WE WILL LOSE ALL OF THE FUNDS
THAT WE EXPEND ON EXPLORATION. IF WE DO NOT DISCOVER ANY MINERAL RESOURCE IN A
COMMERCIALLY EXPLOITABLE QUANTITY, OUR BUSINESS COULD FAIL.

Despite exploration work on our mineral properties, we have not established that
any of them contain any mineral reserve, nor can there be any assurance that we
will be able to do so. If we do not, our business could fail.

A mineral reserve is defined by the Securities and Exchange Commission in its
Industry Guide 7 (which can be viewed over the Internet at
http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) as that part
of a mineral deposit which could be economically and legally extracted or
produced at the time of the reserve determination. The probability of an
individual prospect ever having a "reserve" that meets the requirements of the
Securities and Exchange Commission's Industry Guide 7 is extremely remote; in
all probability our mineral resource property does not contain any 'reserve' and
any funds that we spend on exploration will probably be lost.

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Even if we do eventually discover a mineral reserve on one or more of our
properties, there can be no assurance that we will be able to develop our
properties into producing mines and extract those resources. Both mineral
exploration and development involve a high degree of risk and few properties
which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a
number of factors including, by way of example, the size, grade and other
attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. Most of these factors will be beyond our control,
and any of them could increase costs and make extraction of any identified
mineral resource unprofitable.

MINERAL OPERATIONS ARE SUBJECT TO APPLICABLE LAW AND GOVERNMENT REGULATION. EVEN
IF WE DISCOVER A MINERAL RESOURCE IN A COMMERCIALLY EXPLOITABLE QUANTITY, THESE
LAWS AND REGULATIONS COULD RESTRICT OR PROHIBIT THE EXPLOITATION OF THAT MINERAL
RESOURCE. IF WE CANNOT EXPLOIT ANY MINERAL RESOURCE THAT WE MIGHT DISCOVER ON
OUR PROPERTIES, OUR BUSINESS MAY FAIL.

Both mineral exploration and extraction require permits from various foreign,
federal, state, provincial and local governmental authorities and are governed
by laws and regulations, including those with respect to prospecting, mine
development, mineral production, transport, export, taxation, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. There can be no assurance that we
will be able to obtain or maintain any of the permits required for the continued
exploration of our mineral properties or for the construction and operation of a
mine on our properties at economically viable costs. If we cannot accomplish
these objectives, our business could fail.

We believe that we are in compliance with all material laws and regulations that
currently apply to our activities but there can be no assurance that we can
continue to remain in compliance. Current laws and regulations could be amended
and we might not be able to comply with them, as amended. Further, there can be
no assurance that we will be able to obtain or maintain all permits necessary
for our future operations, or that we will be able to obtain them on reasonable
terms. To the extent such approvals are required and are not obtained, we may be
delayed or prohibited from proceeding with planned exploration or development of
our mineral properties.

IF WE ESTABLISH THE EXISTENCE OF A MINERAL RESOURCE ON ANY OF OUR PROPERTIES IN
A COMMERCIALLY EXPLOITABLE QUANTITY, WE WILL REQUIRE ADDITIONAL CAPITAL IN ORDER
TO DEVELOP THE PROPERTY INTO A PRODUCING MINE. IF WE CANNOT RAISE THIS
ADDITIONAL CAPITAL, WE WILL NOT BE ABLE TO EXPLOIT THE RESOURCE, AND OUR
BUSINESS COULD FAIL.

If we do discover mineral resources in commercially exploitable quantities on
any of our properties, we will be required to expend substantial sums of money
to establish the extent of the resource, develop processes to extract it and
develop extraction and processing facilities and infrastructure. Although we may
derive substantial benefits from the discovery of a major deposit, there can be
no assurance that such a resource will be large enough to justify commercial
operations, nor can there be any assurance that we will be able to raise the
funds required for development on a timely basis. If we cannot raise the
necessary capital or complete the necessary facilities and infrastructure, our
business may fail.

MINERAL EXPLORATION AND DEVELOPMENT IS SUBJECT TO EXTRAORDINARY OPERATING RISKS.
WE DO NOT CURRENTLY INSURE AGAINST THESE RISKS. IN THE EVENT OF A CAVE-IN OR
SIMILAR OCCURRENCE, OUR LIABILITY MAY EXCEED OUR RESOURCES, WHICH WOULD HAVE AN
ADVERSE IMPACT ON OUR COMPANY.

Mineral exploration, development and production involves many risks which even a
combination of experience, knowledge and careful evaluation may not be able to
overcome. Our operations will be subject to all the hazards and risks inherent
in the exploration for mineral resources and, if we discover a mineral resource
in commercially exploitable quantity, our operations could be subject to all of
the hazards and risks inherent in the development and production of resources,
including liability for pollution, cave-ins or similar hazards against which we
cannot insure or against which we may elect not to insure. Any such event could

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<PAGE>
result in work stoppages and damage to property, including damage to the
environment. We do not currently maintain any insurance coverage against these
operating hazards. The payment of any liabilities that arise from any such
occurrence would have a material adverse impact on our company.

MINERAL PRICES ARE SUBJECT TO DRAMATIC AND UNPREDICTABLE FLUCTUATIONS.

We expect to derive revenues, if any, either from the sale of our mineral
resource properties or from the extraction and sale of lithium ore. The price of
those commodities has fluctuated widely in recent years, and is affected by
numerous factors beyond our control, including international, economic and
political trends, expectations of inflation, currency exchange fluctuations,
interest rates, global or regional consumptive patterns, speculative activities
and increased production due to new extraction developments and improved
extraction and production methods. The effect of these factors on the price of
base and precious metals, and therefore the economic viability of any of our
exploration properties and projects, cannot accurately be predicted.

THE MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE IS NO ASSURANCE THAT WE WILL
CONTINUE TO BE SUCCESSFUL IN ACQUIRING MINERAL CLAIMS. IF WE CANNOT CONTINUE TO
ACQUIRE PROPERTIES TO EXPLORE FOR MINERAL RESOURCES, WE MAY BE REQUIRED TO
REDUCE OR CEASE OPERATIONS.

The mineral exploration, development, and production industry is largely
un-integrated. We compete with other exploration companies looking for mineral
resource properties. While we compete with other exploration companies in the
effort to locate and acquire mineral resource properties, we will not compete
with them for the removal or sales of mineral products from our properties if we
should eventually discover the presence of them in quantities sufficient to make
production economically feasible. Readily available markets exist worldwide for
the sale of mineral products. Therefore, we will likely be able to sell any
mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many
companies possessing greater financial resources and technical facilities. This
competition could adversely affect our ability to acquire suitable prospects for
exploration in the future. Accordingly, there can be no assurance that we will
acquire any interest in additional mineral resource properties that might yield
reserves or result in commercial mining operations.

RISKS RELATED TO OUR COMPANY

THE FACT THAT WE HAVE NOT EARNED ANY OPERATING REVENUES SINCE OUR INCORPORATION
RAISES SUBSTANTIAL DOUBT ABOUT OUR ABILITY TO CONTINUE TO EXPLORE OUR MINERAL
PROPERTIES AS A GOING CONCERN.

We have not generated any revenue from operations since our incorporation and we
anticipate that we will continue to incur operating expenses without revenues
unless and until we are able to identify a mineral resource in a commercially
exploitable quantity on one or more of our mineral properties and we build and
operate a mine. We had cash in the amount of $11,617 as of December 31, 2009. At
December 31, 2009, we had working capital of $1,509. We incurred a net loss of
$3,108 for the three month period ended December 31, 2009 and $61,491 since
inception. Should the results of our planned exploration require us to increase
our current operating budget, we may have to raise additional funds to meet our
currently budgeted operating requirements for the next 12 months. As we cannot
assure a lender that we will be able to successfully explore and develop our
mineral properties, we will probably find it difficult to raise debt financing
from traditional lending sources. We have traditionally raised our operating
capital from sales of equity securities, but there can be no assurance that we
will continue to be able to do so. If we cannot raise the money that we need to
continue exploration of our mineral properties, we may be forced to delay, scale
back, or eliminate our exploration activities. If any of these were to occur,
there is a substantial risk that our business would fail.

These circumstances lead our independent registered public accounting firm, in
their report dated January 11, 2010, to comment about our company's ability to
continue as a going concern. Management has plans to seek additional capital
through a private placement of its capital stock. These conditions raise
substantial doubt about our company's ability to continue as a going concern.
Although there are no assurances that management's plans will be realized,

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<PAGE>
management believes that our company will be able to continue operations in the
future. The financial statements do not include any adjustments relating to the
recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event our company
cannot continue in existence." We continue to experience net operating losses.

RISKS ASSOCIATED WITH OUR COMMON STOCK

TRADING ON THE OTC BULLETIN BOARD MAY BE VOLATILE AND SPORADIC, WHICH COULD
DEPRESS THE MARKET PRICE OF OUR COMMON STOCK AND MAKE IT DIFFICULT FOR OUR
STOCKHOLDERS TO RESELL THEIR SHARES.

Our common stock is quoted on the OTC Bulletin Board service of the Financial
Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board
is often thin and characterized by wide fluctuations in trading prices, due to
many factors that may have little to do with our operations or business
prospects. This volatility could depress the market price of our common stock
for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board
is not a stock exchange, and trading of securities on the OTC Bulletin Board is
often more sporadic than the trading of securities listed on a quotation system
like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have
difficulty reselling any of their shares.

OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND 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 ' 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.

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<PAGE>
TRENDS, RISKS AND UNCERTAINTIES

We have sought to identify what we believe to be the most significant risks to
our business, but we cannot predict whether, or to what extent, any of such
risks may be realized nor can we guarantee that we have identified all possible
risks that might arise. Investors should carefully consider all of such risk
factors before making an investment decision with respect to our common stock.

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 SECURITIES HOLDERS

None.

ITEM 5. OTHER INFORMATION

During February and January, 2010 we paid an aggregate of $250,000 to complete
mutual releases with various individuals connected to the mineral properties we
acquired from Miller and Associates LLC in the State of Wyoming. Pursuant to
these releases, properties we have leased from Miller and Associates LLC are now
free from any encumbrances and available for exploration.

ITEM 6.  EXHIBITS

Exhibit
Number                                  Description
------                                  -----------

10.1        Mineral and Mining Lease with Miller and Associates LLC dated
            February 1, 2010. (previously filed as Exhibit 10.1 to our Current
            Report on Form 8-K filed on February 10, 2010.)

(31)        RULE 13A-14(A)/15D-14(A) CERTIFICATIONS

31.1*       Section 302 Certifications under Sarbanes-Oxley Act of 2002 of
            Ronald L. Marquardt

31.2*       Section 302 Certifications under Sarbanes-Oxley Act of 2002 of
            Andrew Buchholz

(32)        SECTION 1350 CERTIFICATIONS

32.1*       Section 906 Certifications under Sarbanes-Oxley Act of 2002 of
            Ronald L. Marquardt

32.2*       Section 906 Certifications under Sarbanes-Oxley Act of 2002 of
            Andrew Buchholz

----------
* Filed herewith.

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                     ESL TEACHERS INC.


                     /s/ Mauricio Beltran
                     -----------------------------------------------------------
                     Mauricio Beltran
                     President, Chief Operating Officer, Chief Financial Officer
                     and Director
                     (Principal Executive Officer, Principal Accounting Officer)


                     /s/ Maria Guadalupe Flores
                     -----------------------------------------------------------
                     Maria Guadalupe Flores
                     Secretary and Director

Date: February 16, 2010


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