**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





**[X]**
            **QUARTERLY
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended June 30, 2007





**[  
                ]**
            **TRANSITION
                REPORT UNDER SECTION
                13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT**





For
      the
      transition period from _______ to_______





Commission
      file number: 333-144597





**SUNCROSS
      EXPLORATION CORPORATION**


(Exact
      name of small business issuer as specified in its charter)





**Nevada**
            
            **98-0441861**(State
                or other jurisdiction of
            
            (IRS
                Employer Identification No.)incorporation
                or organization)





**435
      Martin Street, Suite 3150**


**Blaine,
      Washington 98230**


(Address
      of principal executive offices)





**(604
      ) 377 -8855**


(Registrant's
      telephone number)





Check
      whether the registrant (1) has filed all reports required to be filed by Section
      13 or 15(d) of the Exchange Act 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 [X] No
      [   ]





As
      of
      August 1, 2007 the issuer had 12,148,250 shares of common stock, $0.001 par
      value per share outstanding ("Common Stock").





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes [   ] No [X].





Traditional
      Small Business Disclosure Format (Check one): Yes
      [  ]   No [X]













**PART
      I. FINANCIAL INFORMATION**





**ITEM
      1. FINANCIAL STATEMENTS**








**SUNCROSS
      EXPLORATION CORPORATION**


**(An
      Exploration Stage Company)**


**CONSOLIDATED
      BALANCE SHEETS**


**(Unaudited)**











June
                30, 2007
            
            
            December
                31, 2006ASSETSCurrent
                assetsCash
            
            $
            33,842
            
            
            $
            60,195Prepaid
                expenses
            
            
            27,520
            
            
            
            10,000Total
                assets
            
            $
            61,362
            
            
            $
            70,195LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                liabilitiesAccounts
                payable and accrued liabilities
            
            $
            5,798
            
            
            $
            5,600Loan
                from shareholder
            
            
            371
            
            
            
            175Total
                liabilities
            
            
            6,169
            
            
            
            5,775Stockholders’
                EquityPreferred
                stock, $.001 par value, 20,000,000 shares authorized:
            
            
            -
            
            
            
            -no
                shares issued and outstandingCommon
                stock, $.001 par value, 100,000,000 shares authorized:12,148,250
                shares issued and outstanding
            
            
            12,148
            
            
            
            12,148Additional
                paid-in capital
            
            
            77,782
            
            
            
            77,782Share
                subscriptions receivable
            
            
            (143
            )
            
            
            (1,000
            )Deficit
                accumulated during the exploration stage
            
            
            (34,594
            )
            
            
            (24,510
            )Total
                stockholders’ equity
            
            
            55,193
            
            
            
            64,420Total
                liabilities and stockholders’ equity
            
            $
            61,362
            
            
            $
            70,195









































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


2


**SUNCROSS
      EXPLORATION CORPORATION**


**(An
      Exploration Stage Company)**


**CONSOLIDATED  STATEMENTS
      OF EXPENSES**


**(Unaudited)**





Three
                months ended
            
            
            Six
                months ended
            
            
            From
              November
                16, 2004
              (Inception)
                toJune
                30,
            
            
            June
                30,
            
            
            June 30,2007
            
            
            2006
            
            
            2007
            
            
            2006
            
            
            2007Operating
                expenses:Exploration
                and
                development
            
            $
            150
            
            
            $
            7,500
            
            
            $
            1,650
            
            
            $
            7,500
            
            
            $
            9,150Foreign
                exchange (gain) loss
            
            
            (468
            )
            
            
            4
            
            
            
            (514
            )
            
            
            9
            
            
            
            (789
            )Geological
                consulting
            
            
            -
            
            
            
            2,041
            
            
            
            -
            
            
            
            2,041
            
            
            
            2,041Mineral
                property acquisition costs
            
            
            -
            
            
            
            6,000
            
            
            
            -
            
            
            
            6,000
            
            
            
            6,000Other
                selling, general andadministrative
            
            
            4,594
            
            
            
            1,060
            
            
            
            8,948
            
            
            
            1,319
            
            
            
            18,192Net
                loss
            
            $
            (4,276
            )
            
            $
            (16,605
            )
            
            $
            (10,084
            )
            
            $
            (16,869
            )
            
            $
            (34,594
            )Basic
                and diluted net loss per common share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )**Weighted
                average number of common shares outstanding**
            
            ****
            **12,148,250**
            
            
            ****
            **10,972,500**
            
            
            ****
            **12,148,250**
            
            
            ****
            **10,731,602**











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


3





**SUNCROSS
      EXPLORATION CORPORATION**


**(An
      Exploration Stage Company)**


**CONSOLIDATED****STATEMENTS
      OF CASH FLOWS**


**(Unaudited)**








Six
                months ended
            
            
            From
              November
                16, 2004 (Inception)June
                30,
            
            
            To2007
            
            
            2006
            
            
            June
                30, 2007CASH
                FLOWS FROM OPERATING ACTIVITIESNet
                loss
            
            $
            (10,084
            )
            
            $
            (16,869
            )
            
            $
            (34,594
            )Adjustments
                to reconcile net loss to cash used inoperating
                activities:Changes
                in operating assets and liabilities:Prepaid
                expenses
            
            
            (17,520
            )
            
            
            -
            
            
            
            (27,520
            )Accounts
                payable and accrued liabilities
            
            
            198
            
            
            
            -
            
            
            
            5,798Net
                cash used in operating activities
            
            
            (27,406
            )
            
            
            (16,869
            )
            
            
            (56,316
            )CASH
                FLOWS FROM FINANCING ACTIVITIESProceeds
                from sale of stock
            
            
            857
            
            
            
            22,900
            
            
            
            89,787Proceeds
                from loan to shareholder
            
            
            371
            
            
            
            -
            
            
            
            546Repayment
                of loan to shareholder
            
            
            (175
            )
            
            
            -
            
            
            
            (175
            )Net
                cash provided by financing activities
            
            
            1,053
            
            
            
            22,900
            
            
            
            90,158Net
                change in cash
            
            
            (26,353
            )
            
            
            6,031
            
            
            
            33,842Cash,
                beginning of period
            
            
            60,195
            
            
            
            8,877
            
            
            
            -Cash,
                end of period
            
            $
            33,842
            
            
            $
            14,908
            
            
            $
            33,842Supplemental
                Disclosure Of Cash Flow InformationInterest
                paid
            
            **$**
            **-**
            
            
            $
            -
            
            
            $
            -Income
                taxes paid
            
            ****
            **-**
            
            
            
            -
            
            
            
            -





























The
      accompanying notes are an integral part of these financial
      statements


4


**SUNCROSS
      EXPLORATION CORPORATION**


**(An
      Exploration Stage Company)**


**NOTES
      TO  FINANCIAL STATEMENTS**


**(Unaudited)**





NOTE
      1 -
      BASIS OF PRESENTATION





The
      accompanying unaudited interim financial statements of Suncross Exploration
      Company have been prepared in accordance with accounting principles generally
      accepted in the United Sates of America and the rules of the Securities and
      Exchange Commission, and should be read in conjunction with Suncross’ audited
      2006 annual financial statements and notes thereto filed with the SEC on form
      SB-2. In the opinion of management, all adjustments, consisting of normal
      recurring adjustments, necessary for a fair presentation of financial position
      and the result of operations for the interim periods presented 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. Notes
      to
      the financial statements, which would substantially duplicate the disclosure
      required in Suncross’ 2006 annual financial statements have been
      omitted.





NOTE
      2 -
      GOING CONCERN





The
      accompanying financial statements have been prepared assuming that Suncross
      will
      continue as a going concern. As shown in the accompanying financial statements,
      Suncross suffered losses of $10,084 for the six months ended June 30, 2007,
      and
      has an accumulated deficit of $34,594 at June 30, 2007. These conditions raise
      substantial doubt as to Suncross’ ability to continue as a going concern. The
      financial statements do not include any adjustments that might be necessary
      if
      Suncross is unable to continue as a going concern. Management intends to finance
      these deficits by selling its common stock.










5


**ITEM
      2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
      OPERATION**





CERTAIN
      STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"),
      CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF
      THE
      SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM
      ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY
      ALL,
      OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF
      FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD",
      OR
      "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE
      TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES.
      SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES
      AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR
      ACHIEVEMENTS OF SUNCROSS EXPLORATION CORPORATION ("SUNCROSS", "THE COMPANY",
      "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS,
      PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING
      STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED,
      ARE
      TO JUNE 30, 2007.





**History:**





We
      were
      incorporated as Suncross Exploration Corporation in Nevada on November 16,
      2004.
      We chose to incorporate in Nevada for numerous reasons including the fact that
      we plan to raise capital in the future in the United States and we believe
      that
      we are more attractive to United States investors due to the fact that we are
      incorporated in the United States.





We
      have
      120,000,000 shares of stock authorized, representing 100,000,000 shares of
      common stock, $0.001 par value and 20,000,000 shares of preferred stock, $0.001
      par value. We plan to explore and mine for silver, gold and other minerals
      on
      properties in British Columbia, Canada.





On
      July
      26, 2007, we filed Amended and Restated Articles of Incorporation with the
      Secretary of State of Nevada (the “Amended Articles”), which Amended Articles
      were approved by our Board of Directors and majority shareholders pursuant
      to a
      consent to action without meeting of our Board of Directors and majority
      shareholders on July 25, 2007.   The Amended Articles provided
      that the number of the Board of Directors can be increased or decreased at
      any
      time as provided in the Bylaws and that vacancies in the Board of Directors
      can
      be filled by the remaining Directors then in office; that the holders of a
      majority of our outstanding common stock will constitute a quorum at a
      shareholders meeting; that the personal liability of the Directors, and all
      persons whom the Company has the power to indemnify under Nevada law will be
      limited to the fullest extent permitted by Nevada General Corporation Law;
      and
      that shareholders of the Company shall not have any cumulative voting rights
      or
      preemptive rights.





Additionally,
      the Amended Articles provide that shares of preferred stock (“Preferred Stock”)
      of the Company may be issued from time to time in one or more series, each
      of
      which shall have such distinctive designation or title as shall be determined
      by
      the Board of Directors of the Company (“Board of Directors”) prior to the
      issuance of any shares thereof.  Preferred Stock shall have such
      voting powers, full or limited, or no voting powers, and such preferences and
      relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof, as shall be stated in
      such
      resolution or resolutions providing for the issuance of such class or series
      of
      Preferred Stock as may be adopted from time to time by the Board of Directors
      prior to the issuance of any shares thereof.  The number of authorized
      shares of Preferred Stock may be increased or decreased (but not below the
      number of shares thereof then outstanding) by the affirmative vote of the
      holders of a majority of  the voting power of all the then outstanding
      shares of the capital stock of the corporation entitled to vote generally in
      the
      election of the directors (the “Voting Stock”), voting together as a single
      class, without a separate vote of the holders of the Preferred Stock, or any
      series thereof, unless a vote of any such holders is required pursuant to any
      Preferred Stock Designation.





In
      March
      2007, our former Chief Executive Officer and current Vice President, Karl
      Antonius entered into a Stock Purchase Agreement with our then Chief Executive
      Officer, Valda Downing, his Mother, pursuant to which Ms. Downing purchased
      5,500,000 shares of Mr. Antonius’ common stock, making her the largest
      shareholder of the Company. Mr. Antonius had resigned as our Chief Executive
      Officer, Chief Financial Officer, Treasurer, Secretary and Director in December
      2006, at which time Ms. Downing was appointed as our Chief Executive Officer,
      Chief Financial Officer, Treasurer, Secretary and Director.





We
      own
      100% of the mineral rights on the “Argo” claim grounds, which represent
      approximately 453 hectares (approximately 1,120 acres) located in southwestern
      British Columbia, Canada, 17 miles west of Kamloops, British Columbia (the
      "Argo
      Claim"). The Argo Claim consists of nine cell claims, which were acquired by
      us
      in May 2006, for a total of $6,000 US from Kimberly Carla Sinclair. Cell claims
      are the terms used for mining claims in British Columbia, Canada, and consist
      of
      twenty (20) hectares (or approximately 49.4 acres). The rights to our cells
      were
      to expire on January 17, 2006, but have since been extended by us twice, each
      for an additional year, for an aggregate of CDN $734 per year and now expire
      on
      January 17, 2008 (unless extended further by us). The rights to the claim can
      be
      extended by us prior to its expiration for an additional CDN $734 per year
      for
      the next year, and CDN $1,468 per year thereafter. We do not believe that there
      will be any problem extending our claim if our officers and Director feel that
      such extension will be in our best interest. Subsequent to the purchase of
      the
      claims we contracted with Diamond S. Holdings, Ltd. operated by Larry Sostad
      ("Diamond") to perform any necessary exploration work on the Argo Claim. Diamond
      subsequently contracted with Laurence Sookochoff, who along with Diamond, has
      conducted all exploration activities on our property to date, and who will
      conduct the following planned activities described below, subsequent to the
      date
      of this filing, funding permitting.








Mr.
      Sookochoff completed a Phase I initial exploration program on the Argo Claim
      during the first quarter of 2007, which included trenching and sampling of
      the
      Argo Claim while exploring the area for mineral deposits and taking ground
      samples. The results of the Argo Claim, Phase I program showed a limited amount
      of silver and copper was present in the ground samples.





We
      plan
      to conduct further exploration activities on the Argo Claim in the future,
      funding permitting, which may include:





**Phase
                II-**
            **Planned
                to begin in late August 2007 and to take approximately forty-five
                (45)
                days to complete.**Completing
                a Vertical Loop Electro Magnetic Survey ("VLF-EM") over portions
                of the
                claim. A VLF-EM survey is completed by walking over the property
                using a
                specially equipped receiver to pick up the possible location of minerals.
                We plan to conduct the VLF-EM on the Argo Claim, where adit and grab
                samples were previously taken during the Phase I activities. The
                total
                area which is planned to be surveyed by the VLF-EM is approximately
                150
                acres.The
                VLF-EM survey of our claims will be used to prepare a map of abnormal
                magnetic fields from the claims, which abnormalities may be associated
                with mineral deposits. These abnormal readings are then compared,
                with the
                results correlated to determine the structural significance of the
                VLF-EM
                anomalies. We believe that the VLF-EM survey is a necessary first
                step in
                the exploration of our property, because we believe it will help
                us
                determine which areas of the property are more likely to contain
                mineral
                deposits than others.Estimated
                cost: $12,000**Phase
                III-**
            **Planned
                to begin in late September 2007, pending the favorable results of
                our
                Phase II studies, and to take approximately sixty (60) days to
                complete.**After
                the VLF-EM surveying is completed, we will perform trenching, sample
                and
                geological mapping of the possible veins of minerals on the
                property.We
                believe that this surveying will provide information regarding the
                degree
                of mineralization. Additionally, we believe that surveying at this
                stage
                is essential to integrate and correlate the VLF-EM results and the
                sampling results.Estimated
                cost: $25,000**Phase
                IV-**
            **Estimated
                start date to be determined, pending favorable results of our Phase
                II and
                Phase II studies, and whether the ground covering the Argo Claim
                is
                covered with snow  and/or frozen.**Further
                testing and diamond drilling of prime targets. Diamond drilling is
                required to test the extent of mineralization to depth. We anticipate
                the
                drill hole locations being determined based on the results of, and
                the
                interpretation of, the previous exploration we plan to conduct in
                Phases
                II and III.Estimated
                cost: $50,000




While
      we
      currently plan to conduct the exploration activities listed above during the
      time periods given, our management will make a decision whether to proceed
      with
      each successive phase of the exploration program upon completion of the previous
      phase and upon analysis of the results of that program. Additionally, we will
      wait for the results from Phases II-IV before deciding whether any additional
      exploration activities would be appropriate on the claims, as we believe that
      we
      will know whether or not our claims have any commercially viable mineral
      deposits upon the completion of our Phase IV exploration activities, if not
      sooner.





**EMPLOYEES**





We
      currently have no employees other than our Chief Executive Officer Valda
      Downing, who spends approximately eight (8) hours per week on Company matters
      and our Vice President Karl Antonius who spends approximately twelve (12) hours
      per week on Company matters. We plan to use contractors in the future if the
      need arises during the course of our exploration and/or development activities,
      in the future.





**EXPLORATION
      WORK**





All
      exploration work to be completed by us on our claims will be conducted by or
      under the supervision of Laurence Sookochoof, whose background and experience
      is
      explained in greater detail under "Interest of Named Experts," in our Form
      SB-2
      Registration Filing, filed with the Commission on July 16, 2007.





**SUBSIDIARIES**





We
      currently have one subsidiary, which is wholly owned, 0788851 B.C. Ltd., a
      British Columbia, Canada company, which was formed on April 20,
      2007.


6





**COMPETITION**





Mines
      have limited lives and as a result, we may seek to expand our reserves through
      the acquisition of new properties in the future. There is a limited supply
      of
      desirable mineral lands available in the United States, Canada and other areas
      where we may consider conducting exploration and/or production activities.
      We
      will face strong competition for new properties from other mining companies,
      most of which have greater financial resources than we do and as a result,
      we
      may be unable to acquire new mining properties on terms that we consider
      acceptable.





There
      is
      a global market for silver and copper. We plan to sell copper and silver, if
      we
      are successful in our exploration and mining activities, at prevailing market
      prices. We do not believe that any single company or other institution has
      sufficient market power to significantly affect the price or supply of these
      metals.





**DEPENDENCE
      ON ONE OR A FEW MAJOR CUSTOMERS**





We
      do not
      depend on one or a small number of customers, as we have not successfully
      discovered or extracted any commercial quantities of silver, gold or any other
      valuable minerals. We have no customers and have not generated any revenues
      to
      date.





**PATENTS,
      TRADEMARKS AND LICENSES**





We
      have
      no patents, trademarks or licenses. We do own the mineral rights to certain
      property in British Columbia, Canada, which is explained in detail under
      "Mineral Rights," below.





7


**NEED
      FOR GOVERNMENT APPROVAL**





In
      connection with our planned exploration activities, we may be required to comply
      with certain environmental laws and regulations which may require us to obtain
      permits issued by regulatory agencies and to file various reports and keep
      records of our operations affecting the environment. While we will not need
      any
      permits for Phases I through III (described above), we will require a permit
      to
      conduct diamond drilling pursuant to Phase IV above. We plan to conduct our
      Phase IV exploration activities only if the results from Phases II and III
      are
      encouraging. Our Phase IV activities, if any, will require drilling permits
      from
      the provincial government ministry of mining in British Columbia. The permits
      require us to submit a form to the British Columbia Ministry of Energy and
      Mines
      (the "Ministry"). The information required in the form includes the location
      of
      the work site, a description of the work proposed and the area of surface
      disturbance. Based on the information submitted, the Ministry requires a
      security deposit which is refundable upon the completion of the reclamation
      of
      the site, which is required. Management anticipates that the deposit required
      for our planned drilling program will be around CAN $2,000. The cost of the
      reclamation of our claims will be dependent on how many holes are drilled,
      which
      information we will not know until the completion of our Phase III studies;
      however we anticipate this cost being in the range of $1,000 to $2,000. Other
      than the required refundable deposit and costs associated with reclamation,
      there are no costs associated with the permits.





The
      Ministry's review of the permits normally takes one month and the Company is
      not
      aware of any correctly completed permits which have been denied by the Ministry.
      The permit once granted by the Ministry is only valid for the specific work
      stated in the form and if we were to decide to extend our drilling program
      beyond its original size and/or conduct any other explanatory work on the
      property which would require reclamation; we would be required to submit an
      application for an additional permit.





**COSTS
      AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS**





All
      of
      our exploration, development and production activities which we may undertake
      in
      the future on our property in Canada will be subject to regulation by
      governmental agencies under various environmental laws. These laws address
      emissions to the air, discharges to water, management of wastes, management
      of
      hazardous substances, protection of natural resources, antiquities and
      endangered species, and reclamation of lands disturbed by mining
      operations.





Additionally,
      depending on the results of our exploration activities, if completed, and what
      mining activities we may undertake, certain regulations may also require us
      to
      obtain permits for our activities. These permits normally may be subject to
      public review processes resulting in public approval of the activity. While
      these laws and regulations may govern how we conduct many aspects of our
      business, we do not believe that they will have a material adverse effect on
      our
      results of operations or financial condition. We plan to evaluate our operations
      in light of the cost and impact of environmental regulations on those
      operations. We also plan to evaluate new laws and regulations as they develop
      to
      determine the impact on, and changes necessary to, our planned operations.
      Additionally, it is possible that future changes in these laws or regulations
      could have a significant impact on some portion of our business, causing us
      to
      reevaluate those activities at that time.





**MINERAL
      RIGHTS**





We
      own
      100% of the mineral rights on the "Argo” claim grounds, which represent
      approximately 453 hectares (1,120 acres) located in southwestern British
      Columbia, Canada, 17 miles west of Kamloops, British Columbia (the "Argo
      Claim"). The Argo Claim consists of nine cell claims, which were acquired by
      us
      in May 2006, for a total of US $6,000.. Access to the claims is provided by
      a
      gravel road and secondary forestry roads. Our management believes that the
      property is currently in good condition. There is currently no equipment and/or
      infrastructure of any kind on the Argo Claim, nor is there any current source
      of
      power on the property or any immediate plans to provide power. The Argo Claim
      does not contain any known reserves. The property is generally forest covered
      with pine, hemlock,
      and spruce trees covering much of the area, however clear cut logged areas
      occur
      in the western portion of the property.


8





We
      have
      completed preliminary studies on the property. In connection with those studies,
      tunneling was done and a soil sample was taken from the claims. We plan to
      conduct further exploration activities in the future, funding permitting (see
      above under "Description of Business").





The
      rights to our cells were to expire on January 17, 2006, but have since been
      extended by us twice, for additional years, for an aggregate of CDN $734 per
      year, and now expire on January 17, 2008. The rights to the cells can be
      extended by us prior to their expiration by paying the required fees, as
      described below. We do not believe that there will be any problem extending
      our
      claim if our officers and Director feel that such extension will be in our
      best
      interest. The Mineral Tenure Act, Chapter 292 of the Statutes and Regulations
      of
      British Columbia, Canada states that all mining claims in British Columbia
      may
      be held for one year, and thereafter from year to year if, on or before the
      anniversary date, the record holder pays the required fee (described below),
      in
      our case, currently equal to CDN $734 per year, and rising to CDN $1,468 per
      year next year and continuing thereafter. As such, our claim can be extended
      indefinitely by us by paying the required fee for such one (1) year extensions,
      as long as such payment is made prior to the expiration date of such claim,
      described in the table below.





The
      elevations of the Argo Claim property range from 2,650 feet to 4,750 feet.
      The
      temperatures on the claim could range between a low of 14 degrees
      fahrenheit in the winter to a high of 95 degrees fahrenheit in the
      summer. Snow may be present on the ground from December to April, and while
      we
      do not believe this presence would hamper a year-round exploration and/or
      development program, such presence of snow could cause us to spend additional
      resources to heat and/or remove snow from our operations, if any. We plan to
      conduct the Phase II studies, i.e. the VLF-EM survey on the Argo Claim, where
      adit and grab samples were previously taken during the Phase I activities.
      The
      total area which is planned to be surveyed by the Phase II survey is
      approximately 150 acres.





The
      Kamloops area, where the Argo Claim lies has steep mountainous slopes. The
      Kamloops area and the Argo Claims have been subject to previous exploration
      in
      the past. An adit (a horizontal mining tunnel) was dug on a quartz vein on
      the
      property around the 1930’s, which has long since been abandoned and is now
      covered; however it is not known what minerals, if any were found in connection
      with those exploration activities. In the 1970s W.J. Stewart completed an
      electromagnetic and self potential survey on the Argo Claim, and Ramco
      Industries Limited conducted a magnetometer survey on the claim. In the late
      1970’s an unknown Vancouver company acquired the claims and there is some
      evidence that material from the adit was removed at that time. In 1979,
      prospecting, geochemical sampling and a geological survey was performed on
      the
      claim, and in 1984, a soil geological survey was undertaken over a portion
      of
      the claims. In 1987, a geophysical survey consisting of soil and rock
      geochemistry and geology was completed on the claim and in 1989, four diamond
      drilling holes were drilled, totaling 183 meters.





In
      order
      to retain title to the mineral rights associated with the Argo Claim we must
      conduct at least CDN $4.00 per hectare (equal to 2.47 acres) of exploration
      work
      per year on the claims for the first three years of exploration activities
      and
      CDN $8.00 per hectare thereafter. There are no royalties or other underlying
      agreements or interests in the claims. The Argo Claim consists of the following
      claims:





**CLAIM
                NAME**
            **CELLS**
            **TENURE
                NUMBER**
            **ISSUE
                DATE**
            **EXPIRATION
                DATE***Argo
            9
            525762
            January
                17, 2006
            January
                17, 2008





*Subject
      to continuous one year extensions upon payment of CDN $734 for the next
      extension period January 2008 through January 2009, and rising to CDN $1,468
      per
      year thereafter.








9


**PLAN
      OF OPERATIONS**





The
      following discussion should be read in conjunction with our financial
      statements.





**PLAN
      OF OPERATION FOR THE NEXT TWELVE MONTHS**





We
      plan
      to continue our exploration activities on our Argo claim using the cash of
      approximately $33,842 that remained as of June 30, 2007, from the sale of shares
      of our common stock to offshore investors during 2004, 2005 and 2006. We plan
      to
      begin our Phase II exploration activities in late August 2007, funding
      permitting. We plan to conduct the Phase II studies, i.e. the VLF-EM survey
      on
      the Argo Claim, where adit and grab samples were previously taken during the
      Phase I activities. The total area which is planned to be surveyed by the Phase
      II survey is approximately 150 acres.





We
      plan
      to begin our Phase III activities in late September 2007 and our Phase IV
      activities sometime thereafter, pending the favorable result of our Phase II
      and
      III studies. Our Phase II, Phase III and Phase IV exploration activities are
      described in greater detail above. We anticipate that the cost of our planned
      exploration activities (as described above) will be approximately $87,000 and
      we
      will raise any additional funding we may require in the future through the
      sale
      of debt and/or equity, which may be dilutive to our then existing shareholders.
      We do not currently have any plans to purchase additional
      properties.





We
      have
      spent approximately $9,000 on research and development, claim renewal costs
      and
      licenses, since inception, which funds were spent on our Phase I exploration
      activities, described in greater detail above.





**COMPARISON
      OF OPERATING RESULTS**





**THREE
      MONTHS ENDED JUNE 30, 2007 COMPARED TO THE THREE MONTHS ENDED JUNE 30,
      2006**





We
      did
      not generate any revenue for the three months ended June 30, 2007 or 2006,
      nor
      for the period from inception, November 16, 2004 through June 30,
      2007.





We
      had
      total operating expenses of $4,276 for the three months ended June 30 ,2007,
      compared to total operating expenses of $16,605 for the three months ended
      June
      30, 2006, a decrease in total operating expenses of $12,329 or 74.2% from the
      prior period.  The main reasons for the decrease in operating expenses
      was a $7,350 decrease in exploration and development costs, to $150 for the
      three months ended June 30, 2007, compared to $7,500 for the three months ended
      June 30, 2006, which expenses were associated with exploration activities on
      our
      Argo Claim, and represented our Phase 1 exploration report prepared during
      the
      three month period ended June 30, 2006;  a decrease of $2,041 in
      geological consulting expenses to $0 for the three months ended June 30, 2007,
      compared to $2,041 for the three months ended June 30, 2006; and a decrease
      of
      $6,000 in mineral property and acquisition costs, to $0 for the three months
      ended June 30, 2007, compared to $6,000 for the three months ended June 30,
      2006, which expense for the three months ended June 30, 2006 was a one-time
      acquisition expense associated with our Argo Claim; a $472 increase in foreign
      exchange gain, to a gain of $468 on foreign exchange for the three months ended
      June 30, 2007, compared to a loss of $4 for the three months ended June 30,
      2006; which was offset by a $3,534 or 333% increase in other selling, general
      and administrative expenses to $4,594 for the three months ended June 30, 2007,
      compared to $1,060 for the three months ended June 30, 2006, which increase
      was
      in connection with increases in accounting fees, associated with the audit
      and
      review of the financial statements contained in our Form SB-2 registration
      statement, increases in legal fees associated with the preparation of certain
      of
      our corporate filing documents, various Board Minutes and related documents,
      and
      increases in our rental expense associated with our office space during the
      three months ended June 30, 2007, which expenses were not present during the
      three months ended June 30, 2006.


10


We
      had a
      net loss of $4,276 for the three months ended June 30, 2007, compared to a
      net
      loss of $16,605 for the three months ended June 30, 2006, a  decrease
      in net loss of $12,329 or 74.2% from the from period.





We
      currently anticipate having a net loss for each quarterly and annual period
      moving forward until and unless we are able to generate any revenues through
      the
      sale of minerals, of which there can be no assurance.





**SIX
      MONTHS ENDED JUNE 30, 2007 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
      2006**





We
      did
      not generate any revenue for the six months ended June 30, 2007 or 2006, nor
      for
      the period from inception, November 16, 2004 through June 30, 2007.





We
      had
      total operating expenses of $10,084 for the six months ended June 30 ,2007,
      compared to total operating expenses of $16,869 for the six months ended June
      30, 2006, a decrease in total operating expenses of $6,785 or 40.2% from the
      prior period.  The main reasons for the decrease in operating expenses
      was a $5,850 decrease in exploration and development costs, to $1,650 for the
      six months ended June 30, 2007, compared to $7,500 for the six months ended
      June
      30, 2006, which expenses were associated with exploration activities on our
      Argo
      Claim, and represented our Phase 1 exploration report prepared during the six
      month period ended June 30, 2006; a $523 increase in foreign exchange gain,
      to a
      gain of $514 on foreign exchange for the six months ended June 30, 2007,
      compared to a loss of $9 for the six months ended June 30, 2006; a decrease
      of
      $2,041 in geological consulting expenses to $0 for the six months ended June
      30,
      2007, compared to $2,041 for the six months ended June 30, 2006; and a decrease
      of $6,000 in mineral property and acquisition costs, to $0 for the six months
      ended June 30, 2007, compared to $6,000 for the six months ended June 30, 2006,
      which expense for the six months ended June 30, 2006 was a one-time acquisition
      expense associated with our Argo Claim; which was offset by a $7,629 or 578%
      increase in other selling, general and administrative expenses to $8,948 for
      the
      six months ended June 30, 2007, compared to $1,319 for the six months ended
      June
      30, 2006, which increase was in connection with increases in accounting fees,
      associated with the audit and review of the financial statements contained
      in
      our Form SB-2 registration statement, increases in legal fees associated with
      the preparation of certain of our corporate filing documents, various Board
      Minutes and related documents, and increases in our rental expense associated
      with our office space during the six months ended June 30, 2007, which expenses
      were not present during the six months ended June 30, 2006.





We
      had a
      net loss of $10,084 for the six months ended June 30, 2007, compared to a net
      loss of $16,869 for the six months ended June 30, 2006, a decrease in net loss
      of $6,785 or 40.2% from the from period.





We
      currently anticipate having a net loss for each quarterly and annual period
      moving forward until and unless we are able to generate any revenues through
      the
      sale of minerals, of which there can be no assurance.





**LIQUIDITY
      AND CAPITAL RESOURCES**





We
      had
      total assets of $61,362 as of June 30, 2007, which included cash of $33,842
      and
      prepaid expenses of $27,520.





We
      had
      total liabilities of $6,169 as of June 30, 2007, which included accounts payable
      and accrued liabilities of $5,798 and loan from shareholder of
      $371.





We
      had
      working capital of $55,193 and a total deficit accumulated during the
      exploration stage of $34,594 as of June 30, 2007.





We
      had
      $27,406 of net cash used in operating activities for the six months ended June
      30, 2007, which was mainly due to $10,084 of net loss and $17,520 of prepaid
      expenses, offset by $198 of accounts payable and accrued
      liabilities.





We
      had
      $1,053 of net cash provided by financing activities for the six months ended
      June 30, 2007, which included $857 of proceeds from sale of stock, $371 of
      proceeds from loan to stockholder, and $175 of repayment of loan to shareholder
      in connection with monies owed to our Chief Executive Officer, Valda Downing,
      relating to expenses she paid on the Company’s behalf prior to the date that she
      became a shareholder of the Company (i.e., the effective date of the Stock
      Purchase Agreement, described above), and which expenses have therefore been
      allocated as amounts due to shareholder in the Company’s cash flows from
      financing activities.


11





We
      have
      no current commitment from our officers and Director or any of our shareholders
      to supplement our operations or provide us with financing in the future. If
      we
      are unable to raise additional capital from conventional sources and/or
      additional sales of stock in the future, we may be forced to curtail or cease
      our operations. Even if we are able to continue our operations, the failure
      to
      obtain financing could have a substantial adverse effect on our business and
      financial results.





In
      the
      future, we may be required to seek additional capital by selling debt or equity
      securities, selling assets, or otherwise be required to bring cash flows in
      balance when we approach a condition of cash insufficiency. The sale of
      additional equity or debt securities, if accomplished, may result in dilution
      to
      our then shareholders. We provide no assurance that financing will be available
      in amounts or on terms acceptable to us, or at all.








12


**RISK
      FACTORS**








**WE
      MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND EXPLORATION ACTIVITIES WITHOUT
      ADDITIONAL FINANCING.**





We
      depend
      to a great degree on the ability to attract external financing in order to
      conduct future exploratory activities. We are currently funded solely by our
      shareholders and we believe that we can continue our business operations for
      approximately the next eight months with the approximately $33,842 of cash
      we
      had as of June 30, 2007. If we are unable to raise the additional funds required
      for planned exploration and extraction activities, which we anticipate costing
      approximately $87,000, we may be forced to abandon our current business plan.
      If
      you invest in us and we are unable to raise the required funds, your investment
      could become worthless.





**OUR
      AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE
      AS A GOING CONCERN.**





We
      are in
      our exploration stage, as planned principal activities have not begun. We have
      not generated any revenues since inception and have incurred substantial losses.
      These factors among others indicate that we may be unable to continue as a
      going
      concern, particularly in the event that we cannot generate sufficient cash
      flow
      to conduct our operations and/or obtain additional sources of capital and
      financing.





**WE
      LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY
      INVESTMENT IN OUR COMPANY RISKY.**





We
      lack
      an operating history which investors can use to evaluate our earnings, if any,
      as we were incorporated in November 2004. Therefore, an investment in us is
      risky because we have no business history and it is hard to predict what the
      outcome of our business operations will be in the future.





**WE
      MAY NOT FIND ANY COMMERCIAL QUANTITIES OF MINERALS IN THE FUTURE, AND MAY NOT
      GENERATE ANY PROFITS, WHICH MAY FORCE US TO CURTAIL OUR BUSINESS
      PLAN.**





As
      an
      exploration stage company, we have no revenues or profits to date and our
      deficit accumulated during our exploration stage as of June 30, 2007, was
      $34,594. We had net working capital of $55,193 as of June 30, 2007. We are
      currently being funded by existing shareholders and estimate being able to
      continue our business operations for approximately the next eight months with
      the approximately $33,842 we had remaining from the approximately $88,930 we
      have raised from the sale of shares of common stock as of June 30, 2007. This
      estimate is based on the fact that a majority of the approximately $34,594
      in
      expenses spent by us from our inception in November 2004 through June 30, 2007,
      included certain one time expenditures including legal fees and accounting
      fees
      in connection with the preparation of our Registration Statement, the
      preparation of the geological report on our property and the Phase I exploration
      on our property. However, if we do not begin exploration and/or do not have
      enough money to continue exploration activities it is likely that we will never
      generate any revenues. Additionally, if we are unsuccessful in mining attempts
      we may choose to attempt in the future, it is likely that we will never generate
      any revenues. Additionally, the exploration of minerals is highly speculative,
      and if throughout our mineral exploration we do not find commercial quantities
      of minerals, we will likely be forced to curtail or abandon our business plan.
      If this happens, you could lose your investment in us. If we are unable to
      generate profits, we will be forced to rely on external financing, of which
      there is no guarantee, to continue with our business plan.





13


**WE
      HAVE A POOR FINANCIAL POSITION AND IF WE DO NOT GENERATE REVENUES, WE MAY BE
      FORCED TO ABANDON OUR BUSINESS PLAN.**





We
      currently have a poor financial position. We have not generated any revenues
      or
      begun exploration on any properties. There is a risk that we will not find
      enough, or even any, minerals needed to generate enough profits for your
      investment in us to appreciate. If we never generate any revenues, we may be
      forced to abandon our business plan and any investment in us may become
      worthless.





**WE
      RELY UPON KEY PERSONNEL AND IF THEY LEAVE US, OUR BUSINESS PLAN AND RESULTS
      OF
      OPERATIONS COULD BE ADVERSELY AFFECTED.**





We
      rely
      heavily on our Chief Executive Officer, Chief Financial Officer, Secretary,
      Treasurer and Director, Valda Downing, and our Vice President, Karl Antonius
      for
      our success. Their experience and input create the foundation for our business
      and they are responsible for the directorship and control over our exploration
      activities. We do not currently have an employment agreement or "key man"
      insurance policy on Ms. Downing or Mr. Antonius. Moving forward, should we
      lose
      the services of Ms. Downing or Mr. Antonius, for any reason, we will incur
      costs
      associated with recruiting a replacement and delays in our operations. If we
      are
      unable to replace them with another suitably trained individual or individuals,
      we may be forced to scale back or curtail our business plan and exploration
      activities.





**OUR
      CHIEF EXECUTIVE OFFICER LACKS TECHNICAL AND/OR EXPLORATION EXPERIENCE IN AND
      WITH COMPANIES WITH MINING ACTIVITIES AND WITH PUBLICLY TRADED
      COMPANIES.**





We
      rely
      heavily on Ms. Downing, our Chief Executive Officer and sole Director; however,
      Ms. Downing lacks technical training and experience exploring for, starting
      and/or operating a mine. As a result of Ms. Downing's lack of experience in
      exploration and/or development of mines, she may not be fully aware of many
      of
      the specific requirements related to working within our industry. Additionally,
      as a result of Ms. Downing's lack of experience, her decisions may not take
      into
      account standard engineering or managerial approaches mineral companies commonly
      use. Furthermore, Ms. Downing has no experience serving as an officer or
      Director of a publicly traded company, or experience with the reporting
      requirements which public companies are subject to. Consequently, our
      operations, earnings and ultimate financial success could suffer irreparable
      harm due to her ultimate lack of experience in our industry and with publicly
      traded companies in general.





**VALDA
      DOWNING, OUR CHIEF EXECUTIVE OFFICER AND SOLE DIRECTOR AND KARL ANTONIUS, OUR
      VICE PRESIDENT CAN VOTE AN AGGREGATE OF 82.3% OF OUR COMMON STOCK AND WILL
      EXERCISE CONTROL OVER CORPORATE DECISIONS INCLUDING THE APPOINTMENT OF NEW
      DIRECTORS.**





Valda
      Downing, our Chief Executive Officer and sole Director and Karl Antonius, our
      Vice President can vote an aggregate of 10,000,000 shares or 82.3% of our
      outstanding common stock. Accordingly, as our largest shareholders, Ms. Downing
      and Mr. Antonius will exercise control in determining the outcome of corporate
      transactions or other matters, including the election of directors, mergers,
      consolidations, the sale of all or substantially all of our assets, and also
      the
      power to prevent or cause a change in control. Any investors who purchase shares
      will be minority shareholders and as such will have little to no say in the
      direction of the Company and the election of Directors. Additionally, it will
      be
      difficult if not impossible for investors to remove Ms. Downing as a Director
      of
      the Company, which will mean that she will remain in control of who serves
      as
      officers of the Company as well as whether any changes are made in the Board
      of
      Directors. As a potential investor in the Company, you should keep in mind
      that
      even if you own shares of the Company's common stock and wish to vote them
      at
      annual or special shareholder meetings, your shares will likely have little
      effect on the outcome of corporate decisions.


14


**WE
      WILL BE SUBJECT TO NUMEROUS RISKS IF WE COMMENCE MINING OPERATIONS, OF WHICH
      THERE CAN BE NO ASSURANCE.**





The
      mineral exploration and mining business is competitive in all of its phases.
      We
      currently have no mining operations of any kind; however, if we do commence
      mining activities in the future, we will be subject to numerous risks,
      including:





o
            competitors
                with greater financial, technical and other resources, in the search
                for
                and the acquisition of attractive mineral properties;o
            our
                ability to select and acquire suitable producing properties or prospects
                for mineral exploration;o
            the
                accuracy of our reserve estimates, if any, which may be affected
                by the
                following factors beyond our control:-
                declines in the market price of the various metals we
                mine;-
                increased production or capital costs;-
                reduction in the grade or tonnage of the deposit;-
                increase in the dilution of the ore; or-
                reduced recovery rates;o
            risks
                and hazards associated with environmental hazards, political and
                country
                risks, civil unrest or terrorism, industrial accidents, labor disputes,
                unusual or unexpected geologic formations, cave-ins, explosive rock
                failures; and flooding and periodic interruptions due to inclement
                or
                hazardous weather conditions; ando
            our
                failure to maintain insurance on certain risks associated with any
                exploration activities we may undertake in the
                future.





If
      we do
      begin exploration activities in the future, of which there can be no assurance,
      we will be subject to the above risks. If any of the above risks occur, we
      may
      be forced to curtail or abandon our operations and/or exploration and
      development activities, if any. As a result, any investment in us could decrease
      in value and/or become worthless.





**THERE
      IS UNCERTAINTY AS TO YOUR ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND
      OUTSIDE OF THE UNITED STATES DUE TO THE FACT THAT OUR ASSETS ARE NOT LOCATED
      IN
      THE UNITED STATES.**





Our
      mining property and the majority of our assets are located in Canada. Our
      current, limited operations are conducted in Canada. As such, shareholders
      may
      have difficulty enforcing judgments based upon the civil liability provisions
      of
      the securities laws of the Unites States or any state thereof, both in and
      outside of the United States.





15


**OUR
      PLANNED EXPLORATION AND DEVELOPMENT ACTIVITIES MAY BE ADVERSELY EFFECTED BY
      INCLEMENT WEATHER IN AND AROUND OUR CLAIMS.**





The
      temperatures on our claims can range between a low of 14 degrees fahrenheit
       in the winter to a high of 95 degrees fahrenheit in the summer. Snow
      may be present on the ground from December to April, and this presence may
      hamper a year-round exploration and/or development program, and/or cause us
      to
      spend additional resources to heat and/or remove snow from our operations,
      if
      any. Additionally, inclement weather at the airports in and around our claims
      may make it more difficult for us to obtain the materials we will require for
      any of our planned exploration activities, and/or for our personnel to visit
      our
      claims. As a result, if there is an abnormal amount of snowfall and/or inclement
      weather on our claims or particularly bad winter weather at the airports
      surrounding our claims, we could be forced to expend additional finances dealing
      with such snow on our claims and with the delays such abnormal snow falls could
      have on our then operations, if any. The expense of additional monies could
      cause our revenues, if any to decline and/or cause us to curtail or abandon
      our
      business operations.





**OUR
      DETERMINATIONS OF WHETHER OUR PLANNED ACTIVITIES AND ESTIMATES OF POTENTIAL
      RESERVES, IF ANY, MAY BE INACCURATE.**





We
      are
      currently in the exploration stage. Before we can begin a development project,
      if ever, we must first determine whether it is economically feasible to do
      so.
      This determination is based on estimates of several factors,
      including:





o
            expected
                recovery rates of metals from the ore;o
            facility
                and equipment costs;o
            capital
                and operating costs of a development project;o
            future
                metals prices;o
            currency
                exchange and repatriation risks;o
            tax
                rates;o
            inflation
                rates;o
            political
                risks and regulatory climate in Canada; ando
            availability
                of credit.





Any
      development projects we may undertake in the future will likely not have an
      operating history upon which to base these estimates and as a result, actual
      cash operating costs and returns from a development project, if any, may differ
      substantially from our estimates. Consequently, it may not be economically
      feasible to continue with a development project, if one is started.





**OUR
      PLANNED MINERAL EXPLORATION EFFORTS ARE HIGHLY
      SPECULATIVE.**





Mineral
      exploration is highly speculative. It involves many risks and is often
      nonproductive. Even if we believe we have found a valuable mineral deposit,
      it
      may be several years before production is possible. During that time, it may
      become no longer feasible to produce those minerals for economic, regulatory,
      political, or other reasons. Additionally, we may be required to make
      substantial capital expenditures and to construct mining and processing
      facilities. As a result of these costs and uncertainties, we may be unable
      to
      start, or if started, to finish our exploration activities.





**OUR
      OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY
      FLUCTUATIONS.**





While
      we
      do not currently have any operations, we believe that our products, if any,
      will
      be sold in world markets in United States dollars. As a result, currency
      fluctuations may affect the cash flow we realize from our future operations
      and
      exploration activities, which we plan to conduct in Canada, if any. Foreign
      exchange fluctuations may materially adversely affect our financial performance
      and results of operations.


16





**OUR
      PROPERTY HAS NOT PRODUCED ANY COMMERCIAL RESERVES OR ORE BODY, AND THE
      PROBABILITY OF SUCH PROPERTY PRODUCING ANY COMMERCIALLY VIABLE RESERVES IN
      THE
      FUTURE IS REMOTE.**





Our
      mineral project is in the exploration stage as opposed to the development stage
      and we have no known body of economic mineralization. The known mineralization
      at these projects has not been determined to be economic ore. Until further
      exploration activities can be conducted, there can be no assurance that a
      commercially mineable ore body exists on any of our properties. In order to
      carry out exploration and development programs of any economic ore body and
      place it into commercial production, we will be required to raise substantial
      additional funding, and even if we are successful in completing our exploration
      activities on our property, we may not be successful in finding commercial
      quantities of minerals. Furthermore, the probability of an individual prospect
      ever having reserves or being commercially viable is extremely remote. As a
      result, there is only a small probability that any of our properties contain
      any
      reserves and that any funds spent on exploration activities will ever be
      recovered.





**MINING
      OPERATIONS IN GENERAL INVOLVE A HIGH DEGREE OF RISK, WHICH WE MAY BE UNABLE,
      OR
      MAY NOT CHOOSE TO INSURE AGAINST, MAKING EXPLORATION AND/OR DEVELOPMENT
      ACTIVITIES WE MAY PURSUE SUBJECT TO POTENTIAL LEGAL LIABILITY FOR CERTAIN
      CLAIMS.**





Our
      operations are subject to all of the hazards and risks normally encountered
      in
      the exploration, development and production of minerals. These include unusual
      and unexpected geological formations, rock falls, flooding and other conditions
      involved in the drilling and removal of material, any of which could result
      in
      damage to, or destruction of, mines and other producing facilities, damage
      to
      life or property, environmental damage and possible legal liability. Although
      we
      plan to take adequate precautions to minimize these risks, and risks associated
      with equipment failure or failure of retaining dams which may result in
      environmental pollution, there can be no assurance that even with our
      precautions, damage or loss will not occur and that we will not be subject
      to
      liability which will have a material adverse effect on our business, results
      of
      operation and financial condition. If this were to happen, we could be forced
      to
      curtail or abandon our business activities.





**NEVADA
      LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK,
      WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS AND/OR
      HAVE RIGHTS AND PREFERENCES GREATER THAN THE COMMON STOCK SHARES CURRENTLY
      OUTSTANDING.**





Pursuant
      to our Articles of Incorporation, we have 100,000,000 shares of common stock
      and
      20,000,000 shares of preferred stock ("Preferred Stock") authorized. As of
      the
      filing of this report, we have 12,148,250 shares of common stock issued and
      outstanding and - 0 - shares of Preferred Stock issued and outstanding. As
      a
      result, our Board of Directors has the ability to issue a large number of
      additional shares of common stock without shareholder approval, which if issued
      could cause substantial dilution to our then shareholders.





Additionally,
      shares of Preferred Stock may be issued by our Board of Directors with voting
      powers, and such preferences and relative, participating, optional or other
      special rights and powers as determined by our Board of Directors, which may
      be
      greater than the shares of common stock currently outstanding. As a result,
      shares of Preferred Stock may be issued by our Board of Directors, which cause
      the holders to have super majority voting power over our shares, provide the
      holders of the Preferred Stock the right to convert the shares of Preferred
      Stock they hold into shares of our common stock, which may cause substantial
      dilution to our then common stock shareholders and/or have other rights and
      preferences greater than those of our common stock shareholders. Investors
      should keep in mind that the Board of Directors has the authority to issue
      additional shares of common stock and Preferred Stock, which could cause
      substantial dilution to our existing shareholders. Additionally, the dilutive
      effect of any Preferred Stock, which we may issue may be exacerbated given
      the
      fact that such Preferred Stock may have super majority voting rights and/or
      other rights or preferences which could provide the preferred shareholders
      with voting control over us subsequent to this offering and/or provide those
      holders the power to prevent or cause a change in control. As a result, the
      issuance of shares of common stock and/or Preferred Stock, may cause the value
      of our securities to decrease and/or become worthless.


17





**WE
      DO NOT CURRENTLY HAVE A PUBLIC MARKET FOR OUR SECURITIES. IF THERE IS A MARKET
      FOR OUR SECURITIES IN THE FUTURE, OUR STOCK PRICE MAY BE VOLATILE AND
      ILLIQUID.**





There
      is
      currently no public market for our common stock. We hope to engage a market
      maker to quote our securities on the OTC Bulletin Board in the future. However,
      we can make no assurances that we will be able to engage a market maker, or
      that
      such market maker will be successful in quoting our securities, or that there
      will be a public market for our common stock in the future. If there is a market
      for our common stock in the future, we anticipate that such market would be
      illiquid and would be subject to wide fluctuations in response to several
      factors, including, but not limited to:





(1)
            actual
                or anticipated variations in our results of operations;(2)
            our
                ability or inability to generate new revenues;(3)
            increased
                competition;(4)
            conditions
                and trends in the silver and/or copper industries; and(5)
            the
                market for minerals and metals which we may choose to mine
                for.





Furthermore,
      our stock price may be impacted by factors that are unrelated or
      disproportionate to our operating performance. These market fluctuations, as
      well as general economic, political and market conditions, such as recessions,
      interest rates or international currency fluctuations may adversely affect
      the
      market price and liquidity of our common stock.





**IN
      THE FUTURE, WE WILL INCUR SIGNIFICANT INCREASED COSTS AS A RESULT OF OPERATING
      AS A FULLY REPORTING COMPANY IN CONNECTION WITH SECTION 404 OF THE SARBANES
      OXLEY ACT, AND OUR MANAGEMENT WILL BE REQUIRED TO DEVOTE SUBSTANTIAL TIME TO
      NEW
      COMPLIANCE INITIATIVES.**





Moving
      forward, we anticipate incurring significant legal, accounting and other
      expenses in connection with our status as a fully reporting public company.
      The
      Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act") and new rules subsequently
      implemented by the SEC have imposed various new requirements on public
      companies, including requiring changes in corporate governance practices. As
      such, our management and other personnel will need to devote a substantial
      amount of time to these new compliance initiatives. Moreover, these rules and
      regulations will increase our legal and financial compliance costs and will
      make
      some activities more time-consuming and costly. In addition, the Sarbanes-Oxley
      Act requires, among other things, that we maintain effective internal controls
      for financial reporting and disclosure of controls and procedures. In
      particular, commencing in fiscal 2008, we must perform system and process
      evaluation and testing of our internal controls over financial reporting to
      allow management and our independent registered public accounting firm to report
      on the effectiveness of our internal controls over financial reporting, as
      required by Section 404 of the Sarbanes-Oxley Act. Our testing, or the
      subsequent testing by our independent registered public accounting firm, may
      reveal deficiencies in our internal controls over financial reporting that
      are
      deemed to be material weaknesses. Our compliance with Section 404 will require
      that we incur substantial accounting expense and expend significant management
      efforts. We currently do not have an internal audit group, and we will need
      to
      hire additional accounting and financial staff with appropriate public company
      experience and technical accounting knowledge. Moreover, if we are not able
      to
      comply with the requirements of Section 404 in a timely manner, or if we or
      our
      independent registered public accounting firm
      identifies deficiencies in our internal controls over financial reporting that
      are deemed to be material weaknesses, the market price of our stock could
      decline, and we could be subject to sanctions or investigations by the SEC
      or
      other regulatory authorities, which would require additional financial and
      management resources.


18





**INVESTORS
      MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO
      FEDERAL REGULATIONS OF PENNY STOCKS.**





Our
      common stock will be subject to the requirements of Rule 15(g)9, promulgated
      under the Securities Exchange Act as long as the price of our common stock
      is
      below $4.00 per share. Under such rule, broker-dealers who recommend low-priced
      securities to persons other than established customers and accredited investors
      must satisfy special sales practice requirements, including a requirement that
      they make an individualized written suitability determination for the purchaser
      and receive the purchaser's consent prior to the transaction. The Securities
      Enforcement Remedies and Penny Stock Reform Act of 1990, also requires
      additional disclosure in connection with any trades involving a stock defined
      as
      a penny stock. Generally, the Commission defines a penny stock as any equity
      security not traded on an exchange or quoted on NASDAQ that has a market price
      of less than $4.00 per share. The required penny stock disclosures include
      the
      delivery, prior to any transaction, of a disclosure schedule explaining the
      penny stock market and the risks associated with it. Such requirements could
      severely limit the market liquidity of the securities and the ability of
      purchasers to sell their securities in the secondary market.





In
      addition, various state securities laws impose restrictions on transferring
      "penny stocks" and as a result, investors in the common stock may have their
      ability to sell their shares of the common stock impaired.




**ITEM
      3. CONTROLS AND PROCEDURES**





(a)
      Evaluation of disclosure controls and procedures. Our Chief Executive Officer
      and Principal Financial Officer, after evaluating the effectiveness of our
      "disclosure controls and procedures" (as defined in the Securities Exchange
      Act
      of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered
      by
      this Quarterly Report on Form 10-QSB (the "Evaluation Date"), has concluded
      that
      as of the Evaluation Date, our disclosure controls and procedures are effective
      to provide reasonable assurance that information we are required to disclose
      in
      reports that we file or submit under the Exchange Act is recorded, processed,
      summarized and reported within the time periods specified in the Securities
      and
      Exchange Commission rules and forms, and that such information is accumulated
      and communicated to our management, including our Chief Executive Officer and
      Principal Financial Officer, as appropriate, to allow timely decisions regarding
      required disclosure.





(b)
      Changes in internal control over financial reporting. There were no changes
      in
      our internal control over financial reporting during our most recent fiscal
      quarter that materially affected, or were reasonably likely to materially
      affect, our internal control over financial reporting.




19


**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





From
      time
      to time, we may become a party to litigation or other legal proceedings that
      we
      consider to be a part of the ordinary course of our business. We are not
      currently involved in legal proceedings that could reasonably be expected to
      have a material adverse effect on our business, prospects, financial condition
      or results of operations. We may become involved in material legal proceedings
      in the future.





**ITEM
      2. CHANGES IN SECURITIES**








On
      July
      26, 2007, we filed Amended and Restated Articles of Incorporation with the
      Secretary of State of Nevada (the “Amended Articles”), which Amended Articles
      were approved by our Board of Directors and majority shareholders pursuant
      to a
      consent to action without meeting of our Board of Directors and majority
      shareholders on July 25, 2007.   The Amended Articles provided
      that the number of the Board of Directors can be increased or decreased at
      any
      time as provided in the Bylaws and that vacancies in the Board of Directors
      can
      be filled by the remaining Directors then in office; that the holders of a
      majority of our outstanding common stock will constitute a quorum at a
      shareholders meeting; that the personal liability of the Directors, and all
      persons whom the Company has the power to indemnify under Nevada law will be
      limited to the fullest extent permitted by Nevada General Corporation Law;
      and
      that shareholders of the Company shall not have any cumulative voting rights
      or
      preemptive rights.





Additionally,
      the Amended Articles provide that shares of preferred stock (“Preferred Stock”)
      of the Company may be issued from time to time in one or more series, each
      of
      which shall have such distinctive designation or title as shall be determined
      by
      the Board of Directors of the Company (“Board of Directors”) prior to the
      issuance of any shares thereof.  Preferred Stock shall have such
      voting powers, full or limited, or no voting powers, and such preferences and
      relative, participating, optional or other special rights and such
      qualifications, limitations or restrictions thereof, as shall be stated in
      such
      resolution or resolutions providing for the issue of such class or series of
      Preferred Stock as may be adopted from time to time by the Board of Directors
      prior to the issuance of any shares thereof.  The number of authorized
      shares of Preferred Stock may be increased or decreased (but not below the
      number of shares thereof then outstanding) by the affirmative vote of the
      holders of a majority of the
      voting power of all the then outstanding shares of the capital stock of the
      corporation entitled to vote generally in the election of the directors (the
      “Voting Stock”), voting together as a single class, without a separate vote of
      the holders of the Preferred Stock, or any series thereof, unless a vote of
      any
      such holders is required pursuant to any Preferred Stock
      Designation.


20








**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES.**





None.




**ITEM
      4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**





There
      were no matters submitted to a vote of security holders during the quarter
      ended
      June 30, 2007.





**ITEM
      5. OTHER INFORMATION**





None.





**ITEM
      6. EXHIBITS AND REPORTS ON FORM 8-K**





**a)
      EXHIBITS**





3.1(1)
            Articles
                of Incorporation3.2*
            Amended
                and Restated Articles of Incorporation3.3(1)
            Amended
                and Restated Bylaws5.1(1)
            Opinion
                and consent of The Loev Law Firm, PC re: the legality of the shares
                being
                registered10.1(1)
            Argo
                Claim transfer documentation10.2(1)
            Invoice
                for Work Performed by Diamond S Holdings Ltd.10.3(1)
            Stock
                Purchase Agreement (Karl Antonius and Valda
                Downing)





31.1*
            Certificate
                of the Chief Executive Officer and Chief Financial Officer pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 2002 *32.1*
            Certificate
                of the Chief Executive Officer and Chief Financial Officer pursuant
                to
                Section 906 of the Sarbanes-Oxley Act of
                2002





*
      Filed
      Herein.





(1)
      Filed
      as an exhibit to our Form SB-2 Registration Statement filed with the Commission
      on July 16, 2007, an incorporated herein by reference.







**b)
      REPORTS ON FORM 8-K**


21


We
      did
      not file any reports on Form 8-K during the period covered by this
      report.





22


**SIGNATURES**





In
      accordance with the requirements of the Exchange Act, the registrant caused
      this
      report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





**SUNCROSS
                EXPLORATION CORPORATION**DATED:
                August 14, 2007
            *By:
                /s/ Valda Downing**Valda
                Downing*Chief
                Executive Officer (Principal Executive Officer)and
                Chief Financial Officer (Principal Accounting
                Officer)



















23