UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





(X
      )
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF
      1934





For
      the quarter period ended April 30,
2010





(  
      )
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
      1934





For
      the transition period
      form            ___________ 
      to _____________Commission
      File number    001-34212





EAGLECREST RESOURCES.
INC.


(Exact
name of registrant as specified in its charter)





Nevada
            26-2626737(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





340 Basa Compound, Zapate, Las Pinas City, Metro
      Manila, Philippines(Address
      of principal executive offices)





(702) 973-1583(Registrant’s
      telephone number, including area
code)





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





Indicate
by check mark whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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 [   ]No
[X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.







Large
      accelerated
      filer   [   ]
            Accelerated
      filer                          
       [   ]Non-accelerated
      filer     [   ]  (Do not
      check if a small reporting
company)
            Small
      reporting company 
  [X]







Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[  ]   No   [X]





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING 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:





June 4,
2010: 10,000,000 common shares





1





INDEX





Page
              NumberPART
      1.
            FINANCIAL
      INFORMATIONITEM
      1.
            Financial
      Statements (unaudited)
            3Balance
      Sheet as at April 30, 2010 and January 31, 2010
            4Statement
      of Operations
              For
      the three months ended April 30, 2010 and 2009 and from
              Inception
      (August 22, 2007) to April 30, 2010
            5Statement
      of Cash Flows
              For
      the three months ended April 30, 2010 and 2009 and from
              Inception
      (August 22, 2007) to April 30, 2010
            6Notes
      to the Financial Statements.
            7ITEM
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            10ITEM
      3.
            Quantitative
      and Qualitative Disclosure about Market Risk
            11ITEM
      4.
            Controls
      and Procedures
            11ITEM
      4T
            Controls
      and Procedures
            12PART
      11.
            OTHER
      INFORMATION
            13ITEM
      1.
            Legal
      Proceedings
            13ITEM
      1A
            Risk
      Factors
            13ITEM
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            16ITEM
      3.
            Defaults
      Upon Senior Securities
            16ITEM
      4.
            Submission
      of Matters to a Vote of Security Holders
            16ITEM
      5.
            Other
      Information
            16ITEM
      6.
            Exhibits
            16SIGNATURES.
            17







2








PART
1 – FINANCIAL INFORMATION








ITEM
1.   FINANCIAL STATEMENTS








The
accompanying balance sheets of Eaglecrest Resources, Inc. (pre-exploration stage
company) at April 30, 2010 (with comparative figures as at January 31, 2010) and
the statement of operations for the three months ended April 30, 2010 and 2009
and from inception  (August  22, 2007) to April 30, 2010,
and the statement of cash flow for the three months ended April 30, 2010 and
2009 and from inception (August 22, 2007) to April 30, 2010 have been prepared
by the Company’s management in conformity with accounting principles generally
accepted in the United States of America.  In the opinion of
management, all adjustments considered necessary for a fair presentation of the
results of operations and financial position have been included and all such
adjustments are of a normal recurring nature.





Operating
results for the three months ended April 30, 2010 are not necessarily indicative
of the results that can be expected for the year ending January 31,
2011.
































3










EAGLECREST
      RESOURCES, INC.(Pre-Exploration
      Stage Company)BALANCE
      SHEETS(Unaudited)April
      30
            
            
            January
      312010
            
            
            2010ASSETSCurrent
      AssetsCash
            
            $
            -
            
            
            $
            -Total
      Current Assets
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' DEFICIENCYAccounts
      payable
            
            $
            8,350
            
            
            $
            6,950Loan
      from related parties
            
            
            39,390
            
            
            
            35,090Total
      Current Liabilities
            
            
            47,740
            
            
            
            42,040STOCKHOLDERS'
      DEFICIENCYCommon
      Stock, $0.001 par value, 100,000,000 shares authorized;10,000,000
      shares issued and outstanding
            
            
            10,000
            
            
            
            10,000Accumulated
      deficit during the pre-exploration stage
            
            
            (57,740
            )
            
            
            (52,040
            )Total
      Stockholders' Deficiency
            
            
            (47,740
            )
            
            
            (42,040
            )$
            -
            
            
            $
            -





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




















4





EAGLECREST
      RESOURCES, INC.(Pre-Exploration
      Stage Company)STATEMENT
      OF OPERATIONSFor
      the three months ended April 30, 2010 and 2009 and for the
      periodfrom
      August 22, 2007 (date of inception) to April 30, 2010(Unaudited)For
      Three
            
            
            For
      Three
            
            
            Aug
      22,Months
      Ended
            
            
            Months
      Ended
            
            
            2007
      (Inception)April
      30, 2010
            
            
            April
      30, 2009
            
            
            To
      April 30, 2010REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -EXPENSESAcquisition
      and exploration costs
            
            
            -
            
            
            
            -
            
            
            
            5,000Administrative
            
            
            5,700
            
            
            
            6,067
            
            
            
            52,740Total
      expenses
            
            
            5,700
            
            
            
            6,067
            
            
            
            57,740Net
      Loss
            
            $
            (5,700
            )
            
            $
            (6,067
            )
            
            $
            (57,740
            )NET
      LOSS PER COMMON SHAREBasic
            
            $
            (0.00
            )
            
            $
            (0.00
            )AVERAGE
      OUTSTASNDING SHARESBasic
      (stated in 1000’s)
            
            
            10,000
            
            
            
            10,000





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



































5








EAGLECREST
      RESOURCES, INC.(Pre-Exploration
      Stage Company)STATEMENT
      OF CASH FLOWSFor
      the three months ended April 30, 2010 and 2009 and for the
      periodfrom
      August 22, 2007 (date of inception) to April 30, 2010For
      Three
            
            
            For
      Three
            
            
            August
      22,Months
            
            
            Months
            
            
            2007
      (inception)Ended
      Apr 30,
            
            
            Ended
      Apr 30,
            
            
            to
      Apr 30,2010
            
            
            2009
            
            
            2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
            
            $
            (5,700
            )
            
            $
            (6,067
            )
            
            $
            (57,740
            )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Changes
      in operating assets and liabilities:Accounts
      Payable
            
            
            1,400
            
            
            
            (950
            )
            
            
            8,350NET
      CASH FLOWS USED IN OPERATING ACTIVITIES
            
            $
            (4,300
            )
            
            $
            (7,017
            )
            
            
            (49,390
            )CASH
      FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      from related parties
            
            
            4,300
            
            
            
            7,017
            
            
            
            39,390Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            -
            
            
            
            10,000$
            4,300
            
            
            $
            7,017
            
            
            
            49,390NET
      INCREASE (DECREASE) IN CASH
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      AT BEGINNING OF PERIOD
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            -
            
            
            $
            -
            
            
            $
            -





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








6


EAGLECREST
RESOURCES, INC.


(Pre-Exploration
Stage Company)


Notes
to the Financial Statements


April 30,
2010







NOTE
1 - ORGANIZATION






The
Company was incorporated under the laws of the State of Nevada on August 22,
2007 with 100,000,000 authorized common shares with a par value of
$0.001.






The
Company was organized for the purpose of acquiring and developing mineral
properties. At the report date a mineral claim, with unknown reserves had been
acquired. The Company has not established the existence of commercially minable
ore deposit and therefore has not reached the exploration stage and is
considered to be in the pre-exploration stage.







NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Income
Taxes





The
Company utilizes the liability method of accounting for income taxes. Under the
liability method deferred tax assets and liabilities are determined based on the
differences between financial reporting and the tax bases of the assets and
liabilities and are measured using the enacted tax rates and laws that will be
in effect, when the differences are expected to reverse. An allowance against
deferred tax assets is recorded, when it is more likely than not, that such tax
benefits will not be realized.





On April
30, 2010, the Company has a net operating loss available for carryforward of
$57,740. The income tax benefit of approximately $17,400 from carryforward has
been fully offset by a valuation reserve because the use of the future tax
benefit is doubtful since the company has been unable to project a reliable
estimated net income for the future. The net operating loss will expire starting
in 2031.





Financial
and Concentrations Risk





The
company has no financial and concentrations risks.





Basic
and Diluted Net Income(Loss) Per Share





Basic net
income (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been issued on the
exercise of any common share rights unless the exercise becomes antidilutive and
then only the basic per share amounts are shown in the report.





Statement
of Cash Flows





For the
purpose of the statement of cash flows, the company considers all highly liquid
investments with a maturity of three months or less to be cash
equivalents.


7


EAGLECREST
RESOURCES, INC.


(Pre-Exploration
Stage Company)


Notes
to the Financial Statements


April 30,
2010





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Revenue
Recognition





Revenue
will be recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising
and Market Development





The
company expenses advertising and market development costs as
incurred.





Impairment
of Long-Lived Assets





The
Company reviews and evaluates long-lived assets for impairment when events or
changes in circumstances indicate that the related carrying amounts may not be
recoverable. The assets are subject to impairment consideration under ASC
360-10-35-17 if events or circumstances indicate that their carrying amount
might not be recoverable. When the Company determines that an impairment
analysis should be done, the analysis will be performed using the rules of ASC
930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or
Disposal of Long-Lived Assets.





Environmental
Requirements





At the
report date environmental requirements related to a formally held mineral claim
are unknown and therefore any estimate of future costs cannot be
made.





Mineral
Property Acquisition Costs





Costs of
acquisition and option costs of mineral rights are capitalized upon acquisition.
Mine development costs incurred to develop new ore deposits, to expand the
capacity of mines, or to develop mine areas substantially in advance of current
production are also capitalized once proven and probable reserves exist and the
property is a commercially mineable property. Costs incurred to maintain current
production or to maintain assets on a standby basis are charged to operations.
If the Company does not continue with exploration after the completion of the
feasibility study, the mineral rights will be expensed at that time. Costs of
abandoned projects are charged to mining costs including related property and
equipment costs. To determine if these costs are in excess of their recoverable
amount periodic evaluation of carrying value of capitalized costs and any
related property and equipment costs are based upon expected future cash flows
and/or estimated salvage value in accordance with Accounting Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived
Assets.





Various
factors could impact our ability to achieve forecasted production schedules.
Additionally, commodity prices, capital expenditure requirements and reclamation
costs could differ from the assumptions the Company may use in cash flow models
from exploration stage mineral interests involves further risks in addition to
those factors applicable to mineral interests where proven and proven and
probable reserves have been identified, due to the lower level of confidence
that the identified mineralized material can ultimately be mined
economically.





Estimates
and Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with accounting principles generally accepted in the United States of America.
Those estimates and assumptions affect the reported amounts of the assets and
liabilities, the disclosure of contingent assets and liabilities, and the
reported revenues and expenses. Actual results could vary from the estimates
that were assumed in preparing these financial statements.





8


EAGLECREST
RESOURCES, INC.


(Pre-Exploration
Stage Company)


Notes
to the Financial Statements


April 30,
2010





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Financial
Instruments





The
carrying amounts of financial instruments are considered by management to be
their estimated fair values due to their short term maturities.





Recent
Accounting Pronouncements





The
company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.





NOTE
3 – ACQUISITION OF A MINERAL CLAIM





On August
15, 2007 the company acquired a gold claim for $5,000 known as the Tabuk Gold
protery, located about 30 km northwest of the city of Tabuk in Republic of the
Philippines and is located 20km  east of the past producing Agote Gold
Mine. The claim is accessible by all-weather government maintained roads to the
town of Tabuk and Bangued. The claim has no expiration date as long as the
company has an interest in it.





The
Acquisition costs have been impaired and expensed because there has been no
exploration activity nor has there been any reserve established and we cannot
currently project any future cash flows or salvage value for the coming year and
the acquisition costs might not be recoverable.





NOTE 4
– CAPITAL STOCK





From is
inception the Company has issued 10,000,000 private placement common shares for
cash of $10,000.





NOTE 5
- SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES





Officers-director
have acquired 50% of the outstanding common capital stock of the Company and
have made advances in no interest, demand loans of $39,390.





NOTE 6
- GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company does not have sufficient working
capital for its planned activity, and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the Company as a going concern is dependent upon obtaining additional working
capital and the management of the Company has developed a strategy, which it
believes will accomplish this objective through short term loans from an
officer-director, and additional equity investment, which will enable the
Company to operate for the coming year.





NOTE 7
- SUBSEQUENT EVENTS





The
company has evaluated subsequent events from the balance sheet date to June 4,
2010 and has found no material event to report.











9





ITEM
2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS







Eaglecrest
Resources, Inc. (“we,” “us”, “our” or similar terms) was organized under the
laws of the State of Nevada on August 22, 2007 to explore mineral properties.
Our principal executive offices are located at 340 Basa Compound, Zapate, Las
Pinas City, Metro Manila, Philippines. Our telephone number is
 (702) 973-1583.






On July
14, 2008, our Registration Statement on Form S-1 was declared effective,
allowing our shareholders to sell 5,000,000 shares of our common stock at a
price of $0.10 per share.






The
following discussion should be read in conjunction with our most recent
financial statements and notes appearing elsewhere in this quarterly report. In
addition to the historical financial information, the following discussion
contains forward-looking statements that involve risks and uncertainties. Our
actual results may differ materially from those anticipated in these
forward-looking statements as a result of certain factors.






FULL
FISCAL YEARS






Liquidity






We do not
know of any trends or demands, commitments, events or uncertainties that will
result in or that are reasonably likely to result in our liquidity increasing or
decreasing in any material way.






We do not
have any material unused sources of liquid assets. We currently cannot satisfy
our cash requirements for the next three (3) months.






We do not
have any lending arrangements in place with banking or financial institutions
and we do not anticipate that we will be able to secure these funding
arrangements in the near future.






To the
extent that we require additional funds to support our operations or the
expansion of our business, we may attempt to sell additional equity shares or
issue debt. Any sale of additional equity securities will result in dilution to
our stockholders. There can be no assurance that additional financing, if
required, will be available to us or available on acceptable terms.






Capital
Resources






We do not
currently have any material commitments for capital expenditures as of the end
of the current period. We are also not aware of any material trends, favourable
or unfavourable, in our capital resources nor do we expect any material changes
in the mix and relative cost of such resources.






Results
of Operations






We
currently have no revenue from operations. We are in a start-up phase Company
since we have no significant assets, tangible or intangible. There can be no
assurance that we will generate revenues in the future, or that we will be able
to operate profitably in the future, if at all. We have incurred net losses
since inception of our operations in August 2007.






We have
not yet earned any revenues. We anticipate that we will not earn revenues until
such time as we have entered into commercial production, if any, of our mineral
properties. 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 on our properties, or if such resources are discovered, that
we will enter into commercial production of our mineral properties.






We
anticipate that we will incur $10,000 for operating expenses over the next
twelve (12) month period, including professional legal and accounting expenses
associated with compliance with our continuing periodic reporting
requirements.




10




We are
not aware of any unusual or infrequent events or transactions or any significant
economic changes that materially affected or could materially affect the amount
of our reported income from continuing operations. We are also not aware of any
trends or uncertainties that have had or that we reasonably expect will have a
material favourable or unfavourable impact on our net sales or revenues or
income from continuing operations.






Inflation
and changing prices have not impacted our net sales and revenues or our income
from continuing operations.






Off-Balance
Sheet Arrangements






We
currently do not have any off-balance sheet arrangements.






INTERIM
PERIODS






Material
Changes in Financial Condition and Results of Operations






At April
30, 2010, we had working deficit of $47,740 compared to working deficit of
$42,040 at January 31, 2010. At both April 30, 2010 and January 31, 2010, our
total assets were NIL.






At April
30, 2010, our total current liabilities increased to $47,740 as compared with
$42,040 at January 31, 2010 as a result of accounts payable of $8,350 and
director’s loan(s) in the amount of $39,390.






We have
had NIL revenue from inception.






We
incurred a loss of $5,700 for the quarter ended April 30, 2010. From inception
to April 30, 2010, we have incurred losses of $57,740. The principal components
of losses since inception were administrative fees $52,740 and purchase of the
Tabuk Gold Property for $5,000.







ITEM
3.    QUANTITATIVE AND QUALITATIVE DISCLOSURE OF MARKET
RISK







The
information is not applicable at this time.







ITEM
4.                      CONTROLS
AND PROCEDURES





Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:




Internal
controls are a mechanism to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer, being Crystal Coranes, and
Chief Financial Officer, being Rizalyn Cabrillas. Good controls encourage
efficiency, compliance with laws and regulations, sound information, and seek to
eliminate fraud and abuse.






These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.






Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."






Internal
controls are mechanisms that are there to help the Company manage risks to
success.






Internal
controls is about getting things done (performance) but also about ensuring that
they are done properly (integrity) and that this can be demonstrated and
reviewed (transparency and accountability).






In other
words, control activities are the policies and procedures that help ensure the
Company’s




11




management
directives are carried out. They help ensure that necessary actions are taken to
address risksto achievement of the Company’s objectives. Control activities
occur throughout the Company, at all levels and in all functions. They include a
range of activities as diverse as approvals, authorizations, verifications,
reconciliations, reviews of operating performance, security of assets and
segregation of duties.




As of
April 30, 2010 (the “evaluation Date”), Crystal Coranes and Rizalyn Cabrillas
assessed the effectiveness of the Company’s internal control over financial
reporting based on the criteria for effective internal control over financial
reporting established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and
SEC guidance on conducting such assessments.  Management concluded,
during the three months ended April 30, 2010, internal controls and procedures
were not effective to detect the inappropriate application of US GAAP
rules.  Management realized there are deficiencies in the design or
operation of the Company’s internal control that adversely affected the
Company’s internal controls which management considers being material
weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





●              The
Company’s Audit Committee does not function as an Audit Committee should since
there is a lack of independent directors on the Committee and the Board of
Directors has not identified an “expert”, one who is knowledgeable about
reporting and financial statements requirements, to serve on the Audit
Committee.





●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





●              There
are no effective controls instituted over financial disclosure and the reporting
processes.





Crystal
Coranes and Rizalyn Cabrillas feel the weaknesses identified above, being the
latter three, have not had any affect on the financial results of the Company.
They will have to address the lack of independent members on the Audit Committee
and identify an “expert” for the Committee to advise other members as to correct
accounting and reporting procedures.





The
Company will endeavour to correct the above noted weaknesses in internal control
once it has adequate funds to do so. By appointing independent members to the
Audit Committee and using the services of an expert on the Committee will
greatly improve the overall performance of the Audit Committee. With the
addition of other Board Members and staff the segregation of duties issue will
be address and will no longer be a concern to management. By having a written
policy manual outlining the duties of each of the officers and staff of the
Company will facilitate better internal control procedures.





Crystal
Coranes and Rizalyn Cabrillas will continue to monitor and evaluate the
effectiveness of the Company’s internal controls and procedures and its internal
controls over financial reporting on an ongoing basis and are committed to
taking further action and implementing additional enhancements or improvements,
as necessary and as funds allow.





ITEM
4T                      CONTROLS
AND PROCEDURES





There
were no changes in Company’s internal controls or in other factors that could
affect its disclosure controls and procedures subsequent to the Evaluation Date,
nor any significant deficiencies or material weaknesses in such disclosure
controls and procedures requiring corrective actions.





12


PART
11 – OTHER INFORMATION





ITEM
1.                      LEGAL
PROCEEDINGS





There are
no legal proceedings to which Eaglecrest Resources, Inc. or is a party or to
which the Tabuk Gold Claim is subject, nor to the best of management’s knowledge
are any material legal proceedings contemplated.





ITEM
1A         RISK
FACTORS





An
investment in our securities involves a high degree of risk.  In
evaluating our business and its future expectations, one should consider
carefully the risk factors noted below.  Any of the following risk
factors, if they occur, could seriously harm our business and its operations.
There may be risk factors we do not know exist at this time and therefore they
are not included in the risk factors listed below.   Even if they
are deemed immaterial at the present time, they could develop whereby they will
adversely affect our business.  Our shares are speculative by nature
and therefore the risk of purchasing our share is high.   One
should consider whether they can assume a loss of their entire
investment.





Risks
Related to Our Company and the Tabuk Gold Claim





Since
inception we have not made any revenue and have incurred operating
losses.





Since the
date of our inception, being August 22, 2007, to April 30, 2010 we have not made
any revenue and have incurred losses of $57,740.  It is extremely
doubtful we will realize any revenue over the next few years and, in fact, we
might never realize any revenue.





Being
a newly incorporated company we have no operating history which will assist an
investor in making a decision whether or not to purchase our
shares.





Having
been incorporated for several years, we do not have any operation history
whereby an individual can make a business decision whether or not our Company
will be successful in the future.   Being a start-up company, we
have not proven that we can operate a business successfully.  There is
no guarantee we will be able to explore and eventually develop the
Tabuk.  Only if we are successful in raising capital, exploring the
Tabuk to a stage that a production decision is made or locating other business
opportunities will we be considered to have an operating history. This will take
some time and may never happen.





The
chance of us ever finding a commercial viable ore deposit on the Tabuk is
extremely remote.





Very few
mineral properties when explored ever turn into a producing mine. No matter how
much money and time is spent on exploring the Tabuk, there is the possibility
that we will never identify an ore deposit of commercial
value.   This would result in us having to abandon the Tabuk and
if we have the funds available, which we might not at that time, seek another
mineral property of merit.  If we do not have the money or are unable
to identify a property of merit we might have to cease operations as a going
concern which would result in all our shareholders losing their investment in
our Company.





We
are a small company without much capital which will limit our exploration
activities which might result in our shareholders losing their entire investment
in our Company.





Being a
small company and having only raised to date $10,000 from the sale of our
shares, we do not have the money necessary to do the exploration.  If
we do not explore the Tabuk we will never know if there is an ore reserve
present and money will not be available from the investment community since we
have no proven ore reserves.





13


In
exploring the Tabuk we will require workers and consultants which may not be
available to us when we need them.





There are
numerous mining companies seeking qualified staff to work their mineral
claims.  A majority of these companies are better financed and have
properties which have merit for future exploration.   We will
have to compete with them for qualified workers and
consultants.  Having little money available, we will be at a
disadvantage which might result in our delaying our exploration activities or
else terminating them all together.





If
we receive positive results on the Tabuk we still might not be able to put the
Tabuk into production.





During
our exploration program of the Tabuk, we might be successful in finding positive
results in mineralization which might lead to a certain amount of tonnage of
ore. The ounces per ton might not be sufficient to warrant production and also
the tonnage identified might not be sufficient to cover our cost of extracting
the minerals from the ground. This being the case, we would have a property
which could never be put into production and eventually we would have to cease
operations.





Even
though prices of many minerals are relatively high current there is no guarantee
that this trend will persist into the future.





With high
mineral prices at this time in the exploration and mining sectors of the
industry are proceeding at a good rate.  If a drop in metal prices
occurs then properties like the Tabuk might not be able to attract the funds
needed to carry on exploration.  We have not yet been success in
attracting funds for future exploration and in the future if metal price
decrease we might not be able to attract any funds.  Without funds we
would have to abandon our exploration activities which might result in our
Company no longer being a going concern.





Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability, for which we have no insurance to cover any costs, or
damages as we conduct our business.





The
search for valuable minerals on the Tabuk involves numerous hazards. As a
result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time, we have no insurance to
cover against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program on the Tabuk.





We
must obtain additional funding or our business will fail.





Presently
we do not have sufficient funds on hand to complete program or pay our estimated
liabilities over the next twelve months.  We have not investigated any
avenues of obtaining additional funding at this time.  Eventually we
will have to consider issuing more shares to raise working capital, having our
directors and officers advance to us to allow us to meet our current and future
obligations as they come due or seek some form of bank financing personally
guaranteed by our directors and officers.  If we are unsuccessful in
obtaining funds we will have to cease to operate.





Our
directors and officers are not residents of the United States and hence it might
prove difficult to enforce any liabilities against them.





In the
event that our two directors, who are not residents of the United States,
Crystal Coranes or Rizalyn Cabrillas commit any action which our shareholders
feel are unethical or not legal, our shareholders would likely have difficulty
in enforcing any legal action because the officers and directors reside outside
of the United States; living in Philippines.  In addition, our limited
assets are situated outside the United States and hence would be hard to attach
in a law suit.   Normally, in a law suit, personal service in the
form of a summons or compliant, would have to be delivered to the officers and
directors.  If the





14


shareholders
are successful in personal service and receive a favorable judgment against the
directors and officers it will be difficult to collect on it since time would
have to be spent searching for personal assets in Fiji which might never be
found. Therefore, a shareholder’s or shareholders’ ability to effect service of
process and eventually to enforce a judgment obtained in US courts against our
directors, officers or our Company might be extremely difficult.  Even
if a successful judgment in a Philippines Court is obtained, it still might be
difficult to enforce and eventually collect on it.   Eventually
the shareholders might end up with a “hallow” judgment whereby nothing of
substance if obtained.





Risks
Related To Our Stock





Our
share price is subject to the “Penny Stock Rule” which will result in any
broker-dealer involved with our shares having to increase their administrative
responsibility which will have a negative effect on both our ability to raise
money and a shareholder’s ability to purchase or sell his shares in the
market.





Our
shares are quoted on the pink sheets and are subject to the “penny stock” rules
because our shares meet one or more of the definitions in SEC Rule
3a51-1:





a.
            
            the
      shares have a price less than $5.00;b.
            
            the
      company’s assets are less than $2,000,000, if in business more that
              three
      years continuously, or $5,000,000, if the business is less than
              three
      years continuously, or the average revenues of less than
              $6,000,000
      for the past three years.





When
dealing with a penny stock transaction, the broker-dealer will have to perform
certain administrative functions.  Each potential investor will
receive disclosure forms from the broker-dealer as well as written permission
from him consenting to the broker-deal purchasing the shares on his
behalf.  The broker-dealer will also have to provide a current bid and
offer quotation as well as a statement of what compensation the broker-dealer
and the salesperson will receive from the transaction.  Each month the
investor will be provided with a monthly statement showing the closing month
price of the shares which the investor purchased.





With the
additional administrative work required of the broker-dealer he might be
reluctant to transact business in our shares.   If this is the
case, it would be difficult for us to attract new investors in the event we
wished to raise future capital.  This is especially applicable if we
wish to raise funds from financial institutes since many of them are restricted
under their by-laws from investing in shares below a certain dollar
amount.





If
we have to undertake a private placement or sell shares through a public
offering, it will have the effect of diluting the present ownership of our
shareholders.





To remain
as a going concern in the future we might have to undertake a private placement
or public offering of our shares from Treasury to finance our exploration
program on the Tabuk or to supply us with working capital.   Any
issuance of shares from Treasury will dilute the existing shareholders
percentage holdings in our Company.  If we require substantial money
we will cause a significant dilution to the present holding of our
shareholders.





On the
other hand, if we have to borrow large sums of money by way of debt obligations
we will incur interest and capital repayments which will not dilute our
shareholders’ present positions but will cause us a financial hardship. At the
present time we doubt whether we could borrow money without the personal
guarantees of our two directors.  They may not be prepared to
personally guarantee any loans when the time comes.





The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing





15


shareholders.
This means that if we sell shares of our common stock, more shares will be
outstanding and each existing shareholder will own a smaller percentage of the
shares outstanding.  This might be very unattractive to future
investors thereby limiting our ability of raising capital when
needed.





We
have never paid a dividend since inception and presently do not anticipate any
dividends in the near future.





Since we
have never paid a cash dividend since inception.  We do not anticipate
doing so for a number of years and any investor who is seeking future income
should not purchase our shares.   We intend to retain any and all
income in our Company and will be using it for the development of bottling, if
warranted, and for working capital.  No one should be seeking a cash
flow from their investment in our shares and if shares are purchased they must
realize they might have to hold their shares indefinitely without any
return.





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





There have been no matters brought
forth to the securities holders to vote upon during this quarter.





ITEM
5.                      OTHER
INFORMATION





None





ITEM
6.                      EXHIBITS





The
following exhibits are included as part of this report by
reference:





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Eaglecrest’s Registration
              Statement
      on Form S-1 filed on May 30, 2008, Registration No.
      333-151269)3.2
            
            By
      laws By-laws (incorporated by reference from Eaglecrest’s Registration
      Statement on Form
              S-1
      filed on May 30, 2008, Registration No.
  333-151269)








16


SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.





EAGELCREST RESOURCES,
  INC.(Registrant)Date:  June
      4, 2010
            CRYSTAL
      CORANESChief
      Executive Officer and DirectorDate:  June
      4, 2010
            RIZALYN
      CABRILLASChief
      Financial Officer, Chief Accounting
              Officer,
      Secretary and Director