UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

[X]

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

For the quarterly period ended

~~September~~December 3031, 2013

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

[ ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

333-150775

POTASH AMERICA, INC.

(Exact name of registrant as specified in its charter)

Nevada

41-2247537

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)

2234 North Federal Hwy, Suite 396, Boca Raton, FL

33431

1200 North Federal Hwy, Suite 200, Boca Raton, FL

33432

(Address of principal executive offices)

(Zip Code)

562-314-8700

562-210-8583

(Registrant’s telephone number, including area code)

N/A

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

YES

[X]

YES

[ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES

[X]

YES

[ ]

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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act

Large accelerated filer

o[ ]

Accelerated filer

o[ ]

Non-accelerated filer

o[ ]

(Do not check if a smaller reporting company)

Smaller reporting company

x[X]

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

YES

[ ]

YES

[X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

YES

[ ]

YES

[ ]

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.

148,625,000 common shares issued and outstanding as of November 10, 2013.

148,625,000 common shares issued and outstanding as of February 12, 2014.

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

Our unaudited interim financial statements for the ~~six~~nine months ended December ~~September 30~~31, 2013 form part of this quarterly report. They are stated in United States Dollars (US$) and are prepared in accordance with United States generally accepted accounting principles.

POTASH AMERICA, INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

~~SEPTEMBER~~DECEMBER 3031, 2013

~~POTASH AMERICA, INC.~~2

~~(AN~~POTASH ~~EXPLORATION~~AMERICA, ~~STAGE COMPANY)~~INC.

~~TABLE~~(AN OFEXPLORATION ~~CONTENTS~~STAGE COMPANY)

~~SEPTEMBER~~TABLE ~~30,~~OF ~~2013~~CONTENTS

~~Balance~~DECEMBER ~~Sheets~~31, ~~(Unaudited) as of~~ 2013

September 30, 2013 and March 31, 2013

Balance Sheets (Unaudited) as of December 31, 2013 and March 31, 2013		F-1

Statements of Operations (Unaudited) for the three and nine months ended December 31, 2013 and 2012 and for the period from July 31, 2007 (Date of Inception) to December 31, 2013		F-2

Statements of Cash Flows (Unaudited) for the nine months ended December 31, 2013 and 2012 and for the period from July 31, 2007 (Date of Inception) to December 31, 2013		F-3

Notes to the Financial Statements		F-4 - F-14

~~F-1~~ 3

~~Statements~~POTASH ofAMERICA, ~~Operations (Unaudited) for the three and six months ended~~INC.

~~September~~(AN ~~30,~~EXPLORATION ~~2013 and 2012 and for the period from~~STAGE COMPANY)

~~July~~BALANCE ~~31,~~SHEETS ~~2007~~ (~~Date of Inception~~UNAUDITED) ~~to September 30, 2013~~

~~F-2~~AS OF DECEMBER 31, 2013 AND MARCH 31, 2013

Statements of Cash Flows (Unaudited) for the six months ended

ASSETS
	December 31,			March 31,
	2013				2013

Current Assets
Cash and cash equivalents	$	177		$	265
Prepaid expenses		—			3,819
Deposits		—			500
Total Current Assets		177			4,584

Total Assets	$	177		$	4,584


LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$	11,400		$	22,284
Deferred compensation		185,500			185,500
Accrued interest		154,107			102,347
Note payable		35,500			35,500
Notes payable – related parties		20,892			—
Convertible line of credit, net of debt discount		710,000			710,000
Line of credit – related party		664,000			664,000
Total Current Liabilities		1,781,399			1,719,631

Total Liabilities		1,781,399			1,719,631

Stockholders’ Deficit
Common stock, par value $0.0001; 200,000,000 shares authorized, 148,625,000 shares issued and outstanding		14,863			14,863
Additional paid in capital		1,678,839			1,786,478
Deferred stock compensation		—			(107,639	)
Deficit accumulated during the exploration stage		(3,474,924	)		(3,408,749	)
Total Stockholders’ Deficit		(1,781,222	)		(1,715,047	)

Total Liabilities and Stockholders’ Deficit	$	177		$	4,584

~~September~~The ~~30,~~accompanying ~~2013~~notes ~~and~~are ~~2012~~an ~~and~~integral ~~for~~part of ~~the~~these ~~period~~financial ~~from~~statements

~~July 31, 2007 (Date of Inception) to September 30, 2013~~F-1

~~F-3~~POTASH AMERICA, INC.

~~Notes~~(AN toEXPLORATION ~~the Financial Statements~~STAGE COMPANY)

~~F-4~~STATEMENTS -OF ~~F-12~~OPERATIONS (UNAUDITED)

~~POTASH~~FOR ~~AMERICA~~THE THREE AND NINE MONTHS ENDED DECEMBER 31, ~~INC.~~2013 AND 2012

~~(AN~~FOR ~~EXPLORATION~~THE ~~STAGE~~PERIOD ~~COMPANY~~FROM JULY 31, 2007 (INCEPTION) TO DECEMBER 31, 2013

BALANCE SHEETS (UNAUDITED)

	Three Months Ended						Nine Months Ended						Period from July 31, 2007 (Inception) to
	December 31,						December 31,						December 31,
	2012			2013			2012			2013				2013
				(Restated)						(Restated)
REVENUE	$	—		$	—		$	—		$	—		$	—

OPERATING EXPENSES
Impairment of mining interest		—			710,885			—			710,885			760,885
Professional fees		3,446			39,297			11,601			159,542			393,630
Transfer agent and filing fees		400			854			904			7,724			47,937
Consulting		181			8,800			181			80,796			254,003
Web development		—			1,047			—			3,618			32,275
Stock compensation		—			8,137			—			165,890			1,140,553
Exploration costs		—			2,525			(81	)		176,855			215,035
General and administrative		(54	)		23,109			1,810			73,720			173,455
TOTAL OPERATING EXPENSES		3,973			794,654			14,415			1,379,030			3,017,773
LOSS FROM OPERATIONS		(3,973	)		(794,654	)		(14,415	)		(1,379,030	)		(3,017,773	)
OTHER INCOME (EXPENSES)
Interest expense		(17,316	)		(17,110	)		(51,760	)		(57,080	)		(154,247	)
Derivative expense		—			—			—			(184,044	)		—
Change in derivative		—			(7,818	)		—			(30,109	)		—
Amortization of debt discount		—			(306,611	)		—			(707,129	)		(302,904	)
TOTAL OTHER INCOME (EXPENSES)		(17,316	)		(331,539	)		(51,760	)		(978,362	)		(457,151	)
NET LOSS PRIOR TO INCOME TAXES		(21,289	)		(1,126,193	)		(66,175	)		(2,357,392	)		(3,474,924	)
PROVISION FOR INCOME TAXES		—			—			—			—			—
NET LOSS	$	(21,289	)	$	(1,126,193	)	$	(66,175	)	$	(2,357,392	)	$	(3,474,924	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.01	)	$	(0.00	)	$	(0.02	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING		148,625,000			148,665,000			148,625,000			148,173,197

ASThe OFaccompanying ~~SEPTEMBER~~notes ~~30,~~are ~~2013~~an ~~AND~~integral ~~MARCH~~part of ~~31,~~these ~~2013~~financial statements

ASSETS
	September 30,	March 31,
	2013	2013
Current Assets
Cash and cash equivalents	$ 3,004	$ 265
Prepaid expenses	-	3,819
Deposits	500	500
Total Current Assets	3,504	4,584
Total Assets	$ 3,504	$ 4,584
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accrued expenses	$ 10,254	$ 22,284
Deferred compensation	185,500	185,500
Accrued interest	136,791	102,347
Note payable	35,500	35,500
Notes payable – related parties	20,892	-
Convertible line of credit, net of debt discount	710,000	710,000
Line of credit – related party	664,000	664,000
Total Current Liabilities	1,762,937	1,719,631
Total Liabilities	1,762,937	1,719,631
Stockholders’ Deficit
Common stock, par value $0.0001; 200,000,000 shares authorized, 148,625,000 shares issued and outstanding	14,863	14,863
Additional paid in capital	1,678,839	1,786,478
Deferred stock compensation	-	(107,639)
Deficit accumulated during the exploration stage	(3,453,135)	(3,408,749)
Total Stockholders’ Deficit	(1,759,433)	(1,715,047)
Total Liabilities and Stockholders’ Deficit	$ 3,504	$ 4,584

F-2

~~The~~POTASH ~~accompanying~~AMERICA, ~~notes are an integral part of these financial statements~~ INC.

~~F-1~~(AN EXPLORATION STAGE COMPANY)

~~POTASH~~STATEMENTS ~~AMERICA,~~OF ~~INC.~~CASH FLOWS (UNAUDITED)

~~(AN~~FOR ~~EXPLORATION~~THE ~~STAGE~~NINE ~~COMPANY)~~MONTHS ENDED DECEMBER 31, 2013 AND 2012

~~STATEMENTS~~FOR OFTHE ~~OPERATIONS~~PERIOD FROM JULY 31, 2007 (~~UNAUDITED~~INCEPTION) TO DECEMBER 31, 2013

FOR THE THREE AND SIX MONTHS ENDED SEPTEMBER 30, 2013 AND 2012

	Nine Months Ended						Period from July 31, 2007 (Inception) to
	December 31,							December 31,
	2013			2012			2013
				(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(66,175	)	$	(2,357,392	)	$	(3,474,924	)
Stock-based compensation		—			165,890			1,140,554
Derivative expense		—			184,044			—
Change in derivative		—			30,109			—
Amortization of debt discount		—			707,129			302,904
Impairment of mining claims		—			710,885			760,885
Changes in assets and liabilities:
Decrease in prepaid expenses		3,819			127,963			—
Decrease in deposit		500			49,500			—
Increase (decrease) in accrued expenses		(10,884	)		(3,381	)		11,400
Increase in accrued interest		51,760			57,080			154,107
Increase in deferred compensation		—			90,000			185,500
Net Cash Used in Operating Activities		(20,980	)		(238,173	)		(919,574	)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of mineral properties		—			(245,240	)		(564,885	)
Net Cash Used in Investing Activities		—			(245,240	)		(564,885	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		—			—			49,744
Proceeds from notes payable – related parties		20,892			34,000			20,892
Proceeds from (payments on) line of credit		—			(400,000	)		664,000
Proceeds from line of credit - convertible		—			710,000			710,000
Proceeds from sale of stock		—			88,360			50,000
Purchase of treasury stock		—			(10,000	)		(10,000	)
Net Cash Provided by Financing Activities		20,892			422,360			1,484,636
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(88	)		(61,053	)		177
Cash and cash equivalents, beginning balance		265			69,323			—
Cash and cash equivalents, ending balance	$	177		$	8,270		$	177
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	—		$	—		$	—
Cash paid for income taxes	$	—		$	—		$	—
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Forgiveness of debt from former shareholder converted to capital	$	—		$	—		$	14,244
Stock option recorded as deferred stock compensation	$	—		$	107,639		$	215,777
Issuance of common stock to acquire mineral properties	$	—		$	196,000		$	196,000
Intrinsic value of beneficial conversion feature of convertible line of credit	$	—		$	400,518		$	302,904

~~FOR~~The ~~THE~~accompanying ~~PERIOD~~notes ~~FROM~~are ~~JULY~~an ~~31,~~integral ~~2007~~part of ~~(INCEPTION)~~these TOfinancial ~~SEPTEMBER 30, 2013~~statements

	Three Months Ended		Six Months Ended		Period from July 31, 2007 (Inception) to
	September 30,		September 30,		September 30,
	2013	2012	2013	2012	2013
		(Restated)		(Restated)
REVENUE	$ -	$ -	$ -	$ -	$ -
OPERATING EXPENSES
Impairment of mining interest	-	-	-	-	760,885
Professional fees	3,482	64,836	8,156	120,245	390,184
Transfer agent and filing fees	204	5,498	504	6,870	47,537
Consulting	-	30,282	-	71,996	253,822
Web development	-	1,396	-	2,571	32,275
Stock compensation	-	8,698	-	157,753	1,140,554
Exploration costs	-	68,148	(81)	174,331	215,035
General and administrative	(752)	34,342	1,363	50,611	173,008
TOTAL OPERATING EXPENSES	2,934	213,200	9,942	584,377	3,013,300
LOSS FROM OPERATIONS	(2,934)	(213,200)	(9,942)	(584,377)	(3,013,300)
OTHER INCOME (EXPENSES)
Interest expense	(17,316)	(17,660)	(34,444)	(39,970)	(136,931)
Derivative expense	-	(75,420)	-	(184,044)	-
Change in derivative	-	(8,083)	-	(22,291)	-
Amortization of debt discount	-	(239,619)	-	(400,518)	(302,904)
TOTAL OTHER INCOME (EXPENSES)	(17,316)	(340,782)	(34,444)	(646,823)	(439,835)
NET LOSS PRIOR TO INCOME TAXES	(20,250)	(553,982)	(44,386)	(1,231,200)	(3,453,135)
PROVISION FOR INCOME TAXES	-	-	-	-	-
NET LOSS	$ (20,250)	$ (553,982)	$ (44,386)	$ (1,231,200)	$ (3,453,135)
NET LOSS PER SHARE: BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING	148,625,000	148,665,000	148,625,000	148,173,197

F-3

~~The~~POTASH ~~accompanying~~AMERICA, ~~notes are an integral part of these financial statements~~ INC.

~~F-2~~(AN EXPLORATION STAGE COMPANY)

~~POTASH~~NOTES ~~AMERICA,~~TO ~~INC.~~THE FINANCIAL STATEMENTS

~~(AN~~DECEMBER ~~EXPLORATION~~31, ~~STAGE COMPANY)~~2013

~~STATEMENTS~~NOTE OF1 ~~CASH~~– ~~FLOWS~~NATURE ~~(UNAUDITED)~~OF OPERATIONS

~~FOR~~Potash ~~THE~~America, ~~SIX~~Inc. ~~MONTHS~~(“the ~~ENDED~~Company” or ~~SEPTEMBER~~“PTAM”), 30was incorporated in the state of Nevada on July 31, ~~2013~~2007. ~~AND~~PTAM’s ~~2012~~primary focus is the development of fertilizer and agri-business assets. Such assets may include Potash, Montmorillonite, Bentonite and Gypsum. The Company seeks to acquire known deposits whose economic value has recently changed with market pricing levels, and develop these assets into agri-products.

~~FOR~~NOTE ~~THE~~2 ~~PERIOD~~– ~~FROM~~SIGNIFICANT ~~JULY~~ACCOUNTING ~~31, 2007 (INCEPTION) TO SEPTEMBER 30, 2013~~POLICIES

	Six Months Ended		Period from July 31, 2007 (Inception) to
	September 30,		September 30,
	2013	2012	2013
		(Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$ (44,386)	$ (1,231,200)	$ (3,453,135)
Stock-based compensation	-	157,753	1,140,554
Derivative expense	-	184,044	-
Change in derivative	-	22,291	-
Amortization of debt discount	-	400,518	302,904
Impairment of mining claims	-	-	760,885
Changes in assets and liabilities:
Decrease in prepaid expenses	3,819	14,013	-
(Increase) decrease in deposit	-	49,500	(500)
Increase (decrease) in accrued expenses	(12,030)	(3,511)	10,254
Increase in accrued interest	34,444	39,970	136,791
Increase in deferred compensation	-	60,000	185,500
Net Cash Used in Operating Activities	(18,153)	(306,622)	(916,747)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisitions of mineral properties	-	(49,240)	(564,885)
Net Cash Used in Investing Activities	-	(49,240)	(564,885)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable	-	-	49,744
Proceeds from notes payable – related parties	20,892	-	20,892
Proceeds from (payments on) line of credit	-	(400,000)	664,000
Proceeds from line of credit - convertible	-	710,000	710,000
Proceeds from sale of stock	-	-	50,000
Purchase of treasury stock	-	(10,000)	(10,000)
Net Cash Provided by Financing Activities	20,892	300,000	1,484,636
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	2,739	(55,862)	3,004
Cash and cash equivalents, beginning balance	265	69,323	-
Cash and cash equivalents, ending balance	$ 3,004	$ 13,461	$ 3,004
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$ -	$ -	$ -
Cash paid for income taxes	$ -	$ -	$ -
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING INFORMATION:
Forgiveness of debt from former shareholder converted to capital	$ -	$ -	$ 14,244
Stock option recorded as deferred stock compensation	$ -	$ 107,639	$ 215,777
Issuance of common stock to acquire mineral properties	$ -	$ 196,000	$ 196,000
Intrinsic value of beneficial conversion feature of convertible line of credit	$ -	$ 400,518	$ 302,904

Exploration Stage Company

The accompanying ~~notes~~financial ~~are~~statements anhave been ~~integral~~prepared ~~part~~in ofaccordance ~~these~~with ~~financial~~generally ~~statements~~accepted accounting principles related to accounting and reporting by exploration stage companies. An exploration stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues.

~~F-3~~Basis of Presentation

~~NOTE~~The 1accompanying interim –unaudited ~~NATURE~~financial OFstatements ~~OPERATIONS~~have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, stockholders’ deficit or cash flows. It is management's opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the annual audited financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended March 31, 2013. The interim results for the period ended December 31, 2013 are not necessarily indicative of the results for the full fiscal year. The interim unaudited financial statements are presented in USD.

~~Potash~~Accounting America, Inc. (“the Company” or “PTAM”), was incorporated in the state of Nevada on July 31, 2007. PTAM’s primary focus is the development of fertilizer and agri-business assets. Such assets may include Potash, Montmorillonite, Bentonite and Gypsum. The Company seeks to acquire known deposits whose economic value has recently changed with market pricing levels, and develop these assets into agri-products.Basis

~~NOTE~~The 2Company –uses ~~SIGNIFICANT~~the ~~ACCOUNTING~~accrual ~~POLICIES~~basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.

~~Exploration Stage Company~~Reclassifications

~~The~~Certain ~~accompanying~~accounts ~~financial statements have been prepared in accordance with generally accepted accounting principles related to accounting~~ and ~~reporting~~financial bystatement ~~exploration stage companies. An exploration stage company is one~~ captions in ~~which~~the ~~planned~~prior ~~principal~~periods ~~operations~~ have ~~not~~been ~~commenced~~reclassified orto ifconform ~~its~~to ~~operations~~the ~~have~~current ~~commenced,~~period ~~there~~financial ~~has been no significant revenues~~statements.

~~Basis~~Financial ~~of Presentation~~Instrument

The ~~accompanying~~Company's ~~interim unaudited~~ financial ~~statements~~instrument ~~have been prepared in accordance with accounting principles generally accepted in the United States~~ consists of ~~America~~cash, ~~and~~prepaid ~~the~~expenses, ~~rules and regulations of the United States Securities and Exchange Commission for interim financial information. Accordingly~~deposits, ~~they~~accounts dopayable ~~not include all the information~~ and ~~footnotes~~accrued ~~necessary for a comprehensive presentation of financial position~~expenses, ~~results~~deferred ~~of operations~~compensation, ~~stockholders’~~accrued ~~deficit or cash flows. It is management's opinion~~interest, ~~however,~~convertible line ~~that all material adjustments (consisting~~ of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The interim unaudited financial statements should be read in conjunction with the Company’s Annual Report on Form 10-Kcredit, ~~which~~note ~~contains the annual audited financial statements and notes thereto~~payable, ~~together with the Management’s Discussion~~ and ~~Analysis,~~a ~~for~~line ~~the year ended March 31, 2013. The interim results for the period ended September 30, 2013 are not necessarily indicative~~ of ~~the~~credit ~~results~~due ~~for~~to ~~the~~a ~~full~~related ~~fiscal year~~party. ~~The interim unaudited financial statements are presented in USD.~~

~~Accounting~~It ~~Basis~~is management's opinion that the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a March 31 fiscal year end.F-4

~~Reclassifications~~POTASH AMERICA, INC.

~~Certain~~(AN ~~accounts~~EXPLORATION ~~and financial statement captions in the prior periods have been reclassified to conform to the current period financial statements.~~ STAGE COMPANY)

~~Financial~~NOTES ~~Instrument~~TO THE FINANCIAL STATEMENTS

~~The~~DECEMBER ~~Company's financial instrument consists of cash~~31, ~~prepaid expenses, deposits, accounts payable and accrued expenses, deferred compensation, accrued interest, convertible line of credit, note payable, and a line of credit due to a related party.~~2013

ItNOTE is2 ~~management's~~– ~~opinion~~SIGNIFICANT ~~that~~ACCOUNTING the Company is not exposed to significant interest, currency or credit risks arising from its other financial instruments and that their fair values approximate their carrying values except where separately disclosed.POLICIES (CONTINUED)

~~F-4~~Income Taxes

~~NOTE~~Income 2taxes –are ~~SIGNIFICANT~~computed ~~ACCOUNTING~~using ~~POLICIES~~the ~~(CONTINUED)~~asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

~~Income~~Cash ~~Taxes~~and Cash Equivalents

~~Income~~PTAM ~~taxes~~considers ~~are~~all ~~computed~~highly ~~using~~liquid ~~the~~investments with ~~asset~~maturities ~~and~~of ~~liability~~three ~~method. Under~~months ~~the~~or ~~asset~~less ~~and~~to ~~liability~~be ~~method,~~cash ~~deferred~~equivalents. ~~income~~At ~~tax~~December ~~assets~~31, ~~and~~2013 ~~liabilities are determined based on the differences between the financial reporting~~ and ~~tax~~March ~~bases~~31, of2013, ~~assets~~respectively, ~~and liabilities and are measured using~~ the ~~currently~~Company had ~~enacted~~$177 ~~tax rates~~ and ~~laws. A~~$265 ~~valuation allowance is provided for the amount~~ of ~~deferred tax assets that, based on available evidence, are not expected to be realized~~cash.

~~Cash~~Revenue ~~and Cash Equivalents~~Recognition

~~PTAM~~The ~~considers~~Company ~~all~~recognizes ~~highly~~revenue ~~liquid~~when ~~investments~~products are ~~with~~fully ~~maturities~~delivered ~~of three months~~ or ~~less~~services tohave bebeen ~~cash~~provided ~~equivalents. At September 30, 2013~~ and ~~March~~collection ~~31,~~is ~~2013,~~reasonably ~~respectively, the Company had $3,004 and $265 of cash~~assured.

~~Revenue Recognition~~Advertising

The Company ~~recognizes~~expenses advertising ~~revenue~~costs ~~when~~as ~~products~~incurred. ~~are~~As ~~fully~~of ~~delivered~~December or31, ~~services~~2013 ~~have~~and ~~been~~2012, ~~provided~~respectively, the Company expensed $0 and ~~collection~~$9,170 isin marketing ~~reasonably~~and ~~assured~~website development and maintenance of its site.

~~Advertising~~Mineral Properties Costs

~~The~~Mineral ~~Company~~exploration ~~expenses~~and ~~advertising~~development costs asare accounted ~~incurred. As~~for ofusing ~~September 30, 2013 and 2012, respectively,~~ the ~~Company~~successful ~~expensed~~efforts $0method ~~and $2,571 in marketing and website development and maintenance~~ of ~~its site~~accounting.

Property acquisition costs - Mineral ~~Properties~~property acquisition ~~Costs~~costs are capitalized as mineral exploration properties. Upon achievement of all conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties

~~Mineral~~Exploration ~~exploration~~costs - Geological and ~~development~~geophysical costs and the costs ~~are~~of ~~accounted~~carrying ~~for~~and ~~using~~retaining ~~the~~undeveloped ~~successful~~properties ~~efforts~~are ~~method~~expensed ofas ~~accounting~~incurred.

~~Property~~Use ~~acquisition costs - Mineral property acquisition costs are capitalized as mineral exploration properties. Upon achievement~~ of ~~all~~Estimates ~~conditions necessary for reserves to be classified as proved, the associated acquisition costs are reclassified to prove properties~~

~~Exploration~~The ~~costs~~preparation -of ~~Geological~~financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and ~~geophysical~~assumptions that ~~costs~~affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the ~~costs~~date of ~~carrying~~the financial statements and ~~retaining~~the ~~undeveloped~~reported ~~properties~~amounts ~~are~~of ~~expensed~~revenues asand ~~incurred~~expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

~~Use~~Basic ofIncome ~~Estimates~~(Loss) Per Share

~~The~~Basic ~~preparation~~income of(loss) ~~financial~~per ~~statements~~share inis ~~conformity~~calculated by ~~with~~dividing ~~generally accepted accounting principles of~~ the ~~United~~Company’s ~~States~~net ~~requires~~loss ~~management~~applicable to ~~make~~common ~~estimates~~shareholders ~~and~~by ~~assumptions that affect~~ the ~~reported~~weighted ~~amounts~~average ofnumber ~~assets and liabilities and disclosure~~ of ~~contingent~~common ~~assets~~shares ~~and liabilities at the date of the financial statements and the reported amounts of revenues and expenses~~ during the ~~year~~period. ~~The~~Diluted ~~more~~earnings ~~significant~~per ~~areas~~share ~~requiring~~is ~~the~~calculated ~~use~~by ofdividing ~~estimates~~the ~~include~~Company’s ~~asset~~net ~~impairment, stock-based compensation, and future~~ income ~~tax~~available ~~amounts.~~to ~~Management~~common ~~bases~~shareholders by ~~its~~the ~~estimates~~diluted onweighted ~~historical~~average ~~experience~~number ~~and~~of onshares ~~other~~outstanding ~~assumptions~~during ~~considered to be reasonable under~~ the ~~circumstances~~year. ~~However,~~The ~~actual~~diluted ~~results~~weighted ~~may differ from the estimates.~~average

~~Basic~~number ~~Income~~of ~~(Loss)~~shares ~~Per~~outstanding ~~Share~~is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.F-5

~~F-5~~POTASH AMERICA, INC.

~~NOTE~~(AN 2EXPLORATION ~~– SIGNIFICANT ACCOUNTING POLICIES (CONTINUED~~STAGE COMPANY)

~~Stock-Based~~NOTES ~~Compensation~~TO THE FINANCIAL STATEMENTS

~~Stock-based~~DECEMBER ~~compensation is accounted for at fair value in accordance with ASC Topic 718. On April 21~~31, ~~2011, the Company instituted a Stock Option Plan which allows for the issuance of 3,000,000 shares of common stock to the Company’s management, employees and consultants. As of September 30,~~ 2013~~, there were 1,375,000 stock options outstanding.~~

~~Recent~~NOTE ~~Accounting~~2 ~~Pronouncements~~– SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

~~PTAM~~Stock-Based ~~does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.~~Compensation

~~NOTE~~Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On April 21, 2011, the Company instituted a Stock Option Plan which allows for the issuance of 3,000,000 –shares ~~DEPOSITS~~of common stock to the Company’s management, employees and consultants. As of December 31, 2013, there were 1,375,000 stock options outstanding.

~~The~~Recent ~~current~~Accounting ~~deposits of $500 consist of a rent deposit near the mining site.~~Pronouncements

~~NOTE~~PTAM 4does –not ~~ACCRUED~~expect ~~EXPENSES~~the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

~~Accrued~~NOTE ~~expenses~~3 ~~and~~– ~~liabilities~~ACCRUED ~~consisted of the following as of September 30, 2013 and March 31, 2013:~~EXPENSES

	September 30, 2013	March 31, 2013
Accounting fees	$ 2,500	$ 2,048
Audit fees	-	13,000
Legal fees	7,754	6,536
Filing fees	-	200
Administrative expense	-	500
Total accrued expenses	$ 10,254	$ 22,284

Accrued expenses and liabilities consisted of the following as of December 31, 2013 and March 31, 2013:

NOTE 5 – NOTES PAYABLE

	December 31, 2013		March 31, 2013
Accounting fees	$	3,248	$	2,048
Audit fees		—		13,000
Legal fees		7,952		6,536
Filing fees		200		200
Administrative expense		—		500
Total accrued expenses	$	11,400	$	22,284

ANOTE ~~former~~4 ~~shareholder~~– ~~and~~NOTES ~~director~~PAYABLE of the Company advanced funds at various times since inception in order to support operations. The loans are unsecured, non-interest bearing and due on demand. The amount due to the former shareholder and director was $35,500 as of September 30, 2013.

~~NOTE~~A 6former –shareholder ~~NOTES~~and ~~PAYABLE~~director –of ~~RELATED~~the ~~PARTY~~Company advanced funds at various times since inception in order to support operations. The loans are unsecured, non-interest bearing and due on demand. The amount due to the former shareholder and director was $35,500 as of December 31, 2013 and March 31, 2013.

~~During~~NOTE ~~the~~5 ~~six~~– ~~months~~NOTES ~~ended~~PAYABLE ~~September~~– 30, 2013, the current shareholder and director of the Company advanced funds at various times to support operations. The loans are unsecured, non-interest bearing and due on demand. The amount due to the shareholder and director was $20,892 as of September 30, 2013. RELATED PARTY

~~NOTE~~During 7the –nine ~~LINE~~months OFended ~~CREDIT~~December –31, ~~RELATED~~2013, the ~~PARTY~~current shareholder and director of the Company advanced funds at various times to support operations. The loans are unsecured, non-interest bearing and due on demand. The amount due to the shareholder and director was $20,892 as of December 31, 2013.

~~The~~NOTE ~~Company~~6 ~~opened~~– aLINE ~~line~~OF ofCREDIT ~~credit~~– ~~during~~RELATED ~~the year ended March 31, 2011 in the amount of $200,000. The line of credit is secured by the assets of the company, bears 5% interest and is due on demand.~~ PARTY

OnThe ~~June~~Company ~~22,~~opened ~~2011,~~a ~~the~~line ~~Company’s~~of credit ~~line~~during the ~~was~~year ~~increased~~ended ~~from~~March ~~$200~~31,~~000~~ to2011 ~~$1,000,000~~in ~~under~~ the ~~same~~amount ~~terms. The line~~ of ~~credit was drawn to~~ $~~664~~200,000 ~~as of September 30, 2013~~. ~~Interest~~ ~~expense~~The ~~related to the~~ line of credit ~~was~~is ~~$68,568~~secured asby ~~of September 30, 2013 and has not been paid. During~~ the ~~year~~assets ~~ended March 31, 2013, control~~ of the ~~Company was acquired by the person who also controls the~~ company, ~~that~~bears ~~has~~5% ~~issued~~interest and ~~this~~is ~~line~~due ofon ~~credit~~demand.

~~F-6~~On June 22, 2011, the Company’s credit line was increased from $200,000 to $1,000,000 under the same terms. The line of credit was drawn to $664,000 as of December 31, 2013. Interest expense related to the line of credit was $76,936 as of December 31, 2013 and has not been paid. During the year ended March 31, 2013, control of the Company was acquired by the person who also controls the company that has issued this line of credit.

~~NOTE 8 – LINE OF CREDIT~~F-6

OnPOTASH ~~November 22~~AMERICA, ~~2011, the Company entered into a second Credit Facility Agreement in which the lender agreed to provide the Company with a line of credit in the amount of up to $500,000~~INC. Pursuant to the terms of the Credit Facility Agreement, the Company shall pay any outstanding amounts to the lender on demand. The Company may also repay the loan and accrued interest at any time without penalty.

~~Amounts~~(AN ~~outstanding~~EXPLORATION ~~shall bear interest at the rate of 10% per annum. The line of credit was drawn to $400,000 as of March 31, 2012.~~ STAGE COMPANY)

~~During~~NOTES ~~the~~TO ~~year~~THE ~~ended~~FINANCIAL ~~March 31, 2013, the balance was repaid and the amount due at March 31, 2013 was $0. Accrued interest related to the line of credit was $21,246 as of September 30, 2013 and has not been paid.~~STATEMENTS

~~NOTE~~DECEMBER 931, ~~– CONVERTIBLE LINE OF CREDIT~~2013

OnNOTE ~~April~~7 12, 2012, the Company entered into a $1,000,000 Letter of Credit Agreement dated March 27, 2012. Pursuant to the terms outlined in the Letter of Credit, at any time the Company may require any and all funds outstanding under the Letter of Credit, except for accrued interest which is to be paid in cash, to be converted into units of the Company at a price of $0.80 per unit (the “Unit”). Each Unit consists of one (1) share of common stock and one (1) warrant to purchase one (1) share of common stock at $1.50 for a period of five (5) years. The Company will pay annual interest of 5% until the loan is repaid or converted into Units. The Company will issue up to 1,250,000 Units when the exercise provision is enacted. The Company determined the intrinsic value of the beneficial conversion feature on each draw date by valuing the warrants using the Black-Scholes Option Pricing Model and then allocating the $0.80 conversion price of each unit between the stock and warrants. The warrants were valued using the following assumptions on each draw date: stock price at grant date - $0.23-$0.89, exercise price - $1.50, expected life – 5LINE ~~years,~~OF volatility – 126%-130%, risk-free rate - .70%-.86%. The total intrinsic value of the beneficial conversion feature of the draws was determined to be $302,904 and was amortized in full as of March 31, 2013. The line of credit was drawn to $710,000 as of September 30, 2013. Accrued interest related to the line of credit was $46,977 as of September 30, 2013 and has not been paid.CREDIT

~~NOTE~~On 10November –22, ~~RELATED~~2011, ~~PARTY~~the ~~TRANSACTIONS~~Company entered into a second Credit Facility Agreement in which the lender agreed to provide the Company with a line of credit in the amount of up to $500,000. Pursuant to the terms of the Credit Facility Agreement, the Company shall pay any outstanding amounts to the lender on demand. The Company may also repay the loan and accrued interest at any time without penalty.

OnAmounts ~~November~~outstanding 7,shall ~~2011,~~bear interest at the ~~Company~~rate ~~entered~~of ~~into~~10% anper ~~employment~~annum. ~~agreement~~The ~~with~~line ~~Barry~~of ~~Wattenberg,~~credit ~~our~~was ~~former~~drawn ~~president,~~to ~~chief executive officer~~$400,000 ~~chief~~as ~~financial officer, secretary, treasurer and a member~~ of ~~our~~March ~~board of directors. The employment agreement became effective on December 1~~31, ~~2011~~2012.

~~Barry~~During ~~Wattenberg~~the ~~resigned~~year asended aMarch ~~director~~31, ~~Chairman~~2013, ~~President~~the balance was repaid and ~~Treasurer~~the ofamount due at March 31, 2013 was $0. Accrued interest related to the ~~Registrant~~line of credit was $21,246 ~~effective~~as ~~March~~of 22December 31, 2013 and has not been paid.

~~The~~NOTE ~~total~~8 ~~amounts~~– ofCONVERTIBLE ~~$185,500~~LINE asOF ~~of September 30, 2013 and March 31, 2013, respectively, have been recorded as deferred compensation.~~CREDIT

FOn April 12, 2012, the Company entered into a $1,000,000 Letter of Credit Agreement dated March 27, 2012. Pursuant to the terms outlined in the Letter of Credit, at any time the Company may require any and all funds outstanding under the Letter of Credit, except for accrued interest which is to be paid in cash, to be converted into units of the Company at a price of $0.80 per unit (the “Unit”). Each Unit consists of one (1) share of common stock and one (1) warrant to purchase one (1) share of common stock at $1.50 for a period of five (5) years. The Company will pay annual interest of 5% until the loan is repaid or converted into Units. The Company will issue up to 1,250,000 Units when the exercise provision is enacted. The Company determined the intrinsic value of the beneficial conversion feature on each draw date by valuing the warrants using the Black-7Scholes Option Pricing Model and then allocating the $0.80 conversion price of each unit between the stock and warrants. The warrants were valued using the following assumptions on each draw date: stock price at grant date - $0.23-$0.89, exercise price - $1.50, expected life – 5 years, volatility – 126%-130%, risk-free rate - .70%-.86%. The total intrinsic value of the beneficial conversion feature of the draws was determined to be $302,904 and was amortized in full as of March 31, 2013. The line of credit was drawn to $710,000 as of December 31, 2013. Accrued interest related to the line of credit was $55,924 as of December 31, 2013 and has not been paid.

NOTE 119 – ~~CAPITAL~~RELATED ~~STOCK~~PARTY TRANSACTIONS

~~Stock~~On ~~issued~~November 7, 2011, the Company entered into an employment agreement with Barry Wattenberg, our former president, chief executive officer, chief financial officer, secretary, treasurer and a member of our board of directors. The employment agreement became effective on December 1, 2011.

~~The~~Barry ~~company~~Wattenberg ~~has~~resigned ~~200~~as director,~~000~~ Chairman,~~000~~ President ~~common~~and ~~shares~~Treasurer ~~authorized~~of atthe aCompany, ~~par~~effective ~~value~~March of22, $02013.~~0001 per share.~~

~~During~~The ~~the period ended March 31, 2008, the Company issued 80,000,000 common shares to founders for~~ total ~~proceeds~~amounts of $8185,~~000. Additionally,~~500 ~~the~~as ~~Company~~of ~~issued 67~~December 31,~~200,000~~ ~~shares~~2013 ~~during~~and ~~the period ended~~ March 31, ~~2008~~2013, ~~for~~respectively, ~~total~~have ~~proceeds~~been ofrecorded ~~$42,000~~as deferred compensation.

~~On July 9, 2010, a former shareholder and director of the Company agreed to forgive debt in the amount of $14,244. This amount has been recorded as contributed capital.~~F-7

~~Effective~~POTASH ~~September 8~~AMERICA, ~~2010 the Company increased the authorized shares of common stock from 100,000,000 to 200,000,000 and enacted a forward stock split of 80 to 1~~INC. ~~All share and per share data has been adjusted to reflect such stock split.~~

In(AN ~~May~~EXPLORATION ~~2011 the Company issued 150,000 common shares in lieu of compensation along with stock options.~~ STAGE COMPANY)

OnNOTES ~~November~~TO ~~10,~~THE ~~2011,~~FINANCIAL ~~the Company issued 25,000 shares of common stock as compensation for a finder’s fee related to the Sodaville, Nevada property.~~STATEMENTS

OnDECEMBER ~~December~~ 31, ~~2011, the Company issued an aggregate of 190,000 restricted shares to our directors, advisors and consultants for the Company.~~2013

OnNOTE ~~March~~10 ~~20,~~– ~~2012,~~CAPITAL ~~the~~STOCK ~~Company issued an aggregate of 100,000 restricted shares in lieu of compensation along with stock options.~~

OnStock ~~April 11, 2012, the Company purchased 40,000 shares back from an investor for a total payment of $10,000. The shares were subsequently cancelled and retired on May 2, 2012.~~issued

OnThe ~~June~~company ~~30,~~has ~~2012~~200, ~~the Company issued 1,~~000,000 ~~restricted~~common shares ~~of our common stock~~ authorized at a par value of $~~196,000 in connection with the acquisition of mineral properties~~0.0001 ~~(See~~per ~~note 3 for further details)~~share.

~~Stock-based~~During ~~compensation~~the ~~expense~~period ~~related~~ended toMarch ~~option~~31, ~~grants~~2008, the Company issued 80,000,000 common shares to founders for total proceeds of $8,000. Additionally, the Company issued 67,200,000 shares during the period ended ~~September~~March 3031, ~~2013~~2008 ~~was~~for total proceeds of $042,000.

~~There~~On ~~were~~July ~~148~~9,~~625~~ 2010,~~000~~ ~~shares~~a former shareholder and director of ~~common~~the ~~stock~~Company ~~issued~~agreed ~~and~~to ~~outstanding~~forgive asdebt ofin ~~September~~the 30amount of $14,244. ~~2013~~This amount has been recorded as contributed capital.

AsEffective of September 308, ~~2013,~~2010 the Company ~~has~~increased the noauthorized ~~warrants~~shares ~~outstanding.~~of ~~There~~common ~~are~~stock 1from 100,~~375~~000,000 to 200,000,000 and enacted a forward stock ~~options~~split ~~outstanding~~of 80 to 1. All share and per share data has been adjusted to reflect such stock split.

~~F-8~~In May 2011 the Company issued 150,000 common shares in lieu of compensation along with stock options.

~~NOTE~~On 11November –10, ~~CAPITAL~~2011, ~~STOCK~~the ~~(CONTINUED)~~Company issued 25,000 shares of common stock as compensation for a finder’s fee related to the Sodaville, Nevada property.

~~Stock~~On ~~options~~December 31, 2011, the Company issued an aggregate of 190,000 restricted shares to our directors, advisors and consultants for the Company.

~~The~~On ~~Company~~March ~~uses~~20, 2012, the ~~Black-Scholes~~Company ~~Option~~issued ~~Pricing~~an ~~Method~~aggregate of to100,000 ~~value~~restricted ~~all~~shares in lieu of compensation along with stock options ~~granted~~.

InOn April ~~2011~~11, 2012, the Company ~~issued~~purchased ~~600~~40,000 shares ~~stock~~back ~~options~~from toan ~~directors~~investor offor ~~the~~a ~~Company~~total ~~per~~payment ~~the~~of ~~Stock~~$10,000. ~~Option~~The ~~Plan~~shares ~~with~~were ansubsequently ~~exercise~~cancelled ~~price~~and ofretired ~~$0.60~~on ~~per~~May ~~share~~2, ~~for a 5 year term~~2012.

InOn ~~May~~June ~~2011~~30, 2012, the Company ~~entered~~issued ~~into~~1,000,000 restricted ashares ~~consulting~~of ~~agreement~~our ~~which~~common ~~granted~~stock at a ~~total~~value of 50$196,000 ~~stock~~in ~~options~~connection ~~per~~with the ~~Company’s~~acquisition ~~Stock~~of ~~Option~~mineral ~~Plan~~properties. ~~All~~(See ~~these~~note 3 ~~stock options are exercisable at $1.00 per share~~ for afurther ~~5 year term~~details).

InStock-based ~~July~~compensation ~~2011,~~expense ~~the~~related ~~Company~~to option ~~entered~~grants ~~into~~for athe ~~consulting~~period ~~agreement~~ended ~~which~~December ~~granted a total of 75~~31,~~000~~ ~~stock~~2013 ~~options~~was ~~per the Company’s Stock Option Plan. All these stock options are exercisable at~~ $10.~~00 per share for a 5 year term.~~

InThere ~~August~~were ~~2011~~148, ~~the Company entered into a consulting agreement which granted a total of 25~~625,000 ~~stock~~shares ~~options~~of ~~per~~common ~~the Company’s Stock Option Plan. All these~~ stock issued ~~options~~and ~~are~~outstanding ~~exercisable~~as atof ~~$1.00~~December ~~per~~31, ~~share for a 5 year term~~2013.

InAs ~~October~~of ~~2011~~December 31, 2013, the Company ~~entered~~has ~~into~~no warrants aoutstanding. ~~consulting~~There ~~agreement~~are ~~which granted a total of 35~~1,375,000 stock options ~~per the Company’s Stock Option Plan~~outstanding. ~~All these stock options are exercisable at $0.94 per share for a 5 year term.~~

In November 2011, the Company entered into a consulting agreement which granted a total of 25,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $1.00 per share for a 5 year term.F-8

InPOTASH ~~December 2011~~AMERICA, ~~the Company granted a total of 115,000 stock options to advisors and consultants~~INC. ~~All these stock options are exercisable at $1.00 per share for a 3 year term.~~

In(AN ~~January~~EXPLORATION 2012, the Company entered into a consulting agreement which granted a total of 35,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $0.92 per share for a 5 year term.STAGE COMPANY)

InNOTES ~~February~~TO ~~2012,~~THE ~~the~~FINANCIAL Company entered into a consulting agreement which granted a total of 25,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $1.00 per share for a 5 year term.STATEMENTS

InDECEMBER ~~March 2012~~31, the Company entered into two consulting agreements which granted a total of 200,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $1.00 per share for a 5 year term.2013

InNOTE ~~April~~10 ~~2012,~~– ~~the~~CAPITAL ~~Company~~STOCK ~~issued 35,000 stock options to advisors and consultants of the Company per the Stock Option Plan with an exercise price of $1.00 per share for a 5 year term.~~(CONTINUED)

~~F-9~~Stock options

~~NOTE~~The 11Company –uses ~~CAPITAL~~the ~~STOCK~~Black-Scholes ~~(CONTINUED)~~Option Pricing Method to value all stock options granted.

In ~~May~~April ~~2012~~2011, the Company issued 25600,000 stock options to ~~consultants~~directors of the Company per the Stock Option Plan with an exercise price of $10.0060 per share for a 5 year term.

In ~~June~~May ~~2012~~2011, the Company ~~issued~~entered ~~25,000~~into ~~stock~~a ~~options~~consulting agreement towhich ~~consultants~~granted a total of ~~the~~50,000 ~~Company~~stock options per the Company’s Stock Option Plan. ~~with~~All anthese ~~exercise~~stock ~~price~~options ofare exercisable at $1.00 per share for a 5 year term.

In July ~~2012~~2011, the Company ~~issued~~entered ~~35,000~~into ~~stock~~a ~~options~~consulting agreement towhich ~~advisors~~granted ~~and~~a ~~consultants~~total of ~~the~~75,000 ~~Company~~stock options per the Company’s Stock Option Plan. ~~with~~All anthese ~~exercise~~stock ~~price~~options ofare exercisable 5%at ~~above market price (~~$01.~~29)~~00 per share for a 5 year term.

In ~~October~~August ~~2012~~2011, the Company ~~issued~~entered ~~35,000~~into ~~stock~~a consulting ~~options~~agreement towhich ~~advisors~~granted ~~and~~a ~~consultants~~total of ~~the~~25,000 ~~Company~~stock options per the Company’s Stock Option Plan. ~~with~~All anthese ~~exercise~~stock ~~price~~options are ofexercisable 5%at ~~above market price (~~$01.~~26)~~00 per share for a 5 year term.

In ~~January~~October ~~2013~~2011, the Company ~~issued~~entered ~~35,000~~into ~~stock~~a consulting ~~options~~agreement towhich ~~advisors~~granted ~~and~~a ~~consultants~~total of ~~the~~35,000 ~~Company~~stock options per the Company’s Stock Option Plan. ~~with~~All anthese ~~exercise~~stock ~~price~~options are ofexercisable 5%at ~~above market price (~~$0.~~05)~~94 per share for a 5 year term.

~~Stock-based~~In ~~compensation~~November ~~expense~~2011, ~~for~~ the ~~three~~Company ~~and~~entered ~~six~~into a ~~months~~consulting ~~ended~~agreement ~~September~~which 30granted a total of 25,000 ~~2013~~stock ~~was~~options per the Company’s Stock Option Plan. All these stock options are exercisable at $01.00 per share for a 5 year term.

~~The~~In ~~following~~December ~~table~~2011, ~~summarizes~~the ~~information~~Company ~~about~~granted a total of 115,000 stock options asto ofadvisors ~~September~~and ~~30,~~consultants. ~~2013:~~All these stock options are exercisable at $1.00 per share for a 3 year term.

	Number of Options	Weighted Average Exercise Price
Outstanding, March 31, 2013	1,375,000	$0.76
Options granted	-	-
Options expired	-	-
Options cancelled	-	-
Outstanding, September 30, 2013	1,375,000	$0.76
Exercisable, September 30, 2013	1,375,000	$0.76

In January 2012, the Company entered into a consulting agreement which granted a total of 35,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $0.92 per share for a 5 year term.

~~The~~In ~~following~~February ~~table~~2012, ~~summarizes~~the ~~information~~Company ~~about~~entered ~~stock~~into a ~~options~~consulting agreement which granted toa ~~consultants,~~total ~~advisors~~of 25,000 ~~investors~~stock ~~and~~options ~~board~~per ~~members~~the asCompany’s ofStock ~~September~~Option ~~30,~~Plan. ~~2013:~~All these stock options are exercisable at $1.00 per share for a 5 year term.

Stock Options Outstanding						Stock Options Exercisable
	Range of Exercise Prices	Number Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)	Number of Options		Weighted Average Exercise Price
$	.05 to 1.00	1,375,000	$	0.76	3.04	1,375,000	$	0.76

In March 2012, the Company entered into two consulting agreements which granted a total of 200,000 stock options per the Company’s Stock Option Plan. All these stock options are exercisable at $1.00 per share for a 5 year term.

~~F-10~~In April 2012, the Company issued 35,000 stock options to advisors and consultants of the Company per the Stock Option Plan with an exercise price of $1.00 per share for a 5 year term.

~~NOTE 12 – RESTATEMENT~~F-9

~~The~~POTASH ~~Company has recorded the intrinsic value of the convertible note payable in the 10K ending March 31~~AMERICA, ~~2013~~INC. The Company is allocating the cost to the correct quarterly periods in the fiscal year ended March 31, 2013. The corrected balances and the previously stated balances for the six months ended September 30, 2012 are shown below.

~~The~~(AN ~~following~~EXPLORATION ~~are the previously stated and corrected balances for the six months ended September 30, 2012:~~STAGE COMPANY)

September 30, 2012 Financial Statement	Line Item	Corrected $	Previously Stated $
Income Statement	Amortization of debt discount	(400,518)	(257,881)
Income Statement	Total Other Income (Expenses)	(646,823)	(504,186)
Income Statement	Net Loss	(1,231,200)	(1,088,563)
Cash Flows	Net Loss	(1,231,200)	(1,088,563)
Cash Flows	Amortization of debt discount	400,518	257,881

NOTES TO THE FINANCIAL STATEMENTS

~~NOTE~~DECEMBER 1331, ~~– INCOME TAXES~~2013

~~The~~NOTE ~~provision~~10 ~~for~~– ~~Federal~~CAPITAL ~~income~~STOCK ~~tax consists of the following for the six months ended September 30, 2013 and September 30, 2012:~~(CONTINUED)

	September 30, 2013	September 30, 2012
Federal income tax benefit attributable to:
Current operations	$ 15,091	$ 418,608
Less: valuation allowance	(15,091)	(418,608)
Net provision for Federal income taxes	$ -	$ -

In May 2012, the Company issued 25,000 stock options to consultants of the Company per the Stock Option Plan with an exercise price of $1.00 per share for a 5 year term.

~~The~~In ~~cumulative~~June ~~tax~~2012, ~~effect~~the atCompany ~~the~~issued ~~expected~~25,000 ~~rate~~stock options ofto ~~34%~~consultants of ~~significant~~the ~~items~~Company ~~comprising~~per ~~our~~the ~~net~~Stock ~~deferred~~Option ~~tax~~Plan ~~amount~~with isan asexercise ~~follows~~price as of ~~September~~$1.00 ~~30,~~per ~~2013~~share ~~and~~for ~~March~~a ~~31,~~5 ~~2013:~~year term.

	September 30, 2013	March 31, 2013
Deferred tax asset attributable to:
Net operating loss carryover	$ 1,174,066	$ 1,158,975
Less: valuation allowance	(1,174,066)	(1,158,975)
Net deferred tax asset	$ -	$ -

In July 2012, the Company issued 35,000 stock options to advisors and consultants of the Company per the Stock Option Plan with an exercise price of 5% above market price ($0.29) per share for a 5 year term.

~~Due~~In toOctober ~~the~~2012, ~~change in ownership provisions of~~ the ~~Tax~~Company ~~Reform~~issued ~~Act of 1986~~35,000 stock ~~net~~options ~~operating~~to ~~loss~~advisors ~~carry~~and ~~forwards~~consultants of ~~$3,453,135~~the ~~for~~Company ~~federal~~per ~~income~~the ~~tax~~Stock ~~reporting~~Option ~~purposes~~Plan ~~are~~with ~~subject~~an toexercise ~~annual~~price ~~limitations.~~of ~~Should~~5% aabove ~~change~~market inprice ($0.26) ~~ownership~~per ~~occur,~~share ~~net~~for ~~operating~~a ~~loss~~5 ~~carry~~year ~~forwards may be limited as to use in future years~~term.

~~F-11~~In January 2013, the Company issued 35,000 stock options to advisors and consultants of the Company per the Stock Option Plan with an exercise price of 5% above market price ($0.05) per share for a 5 year term.

~~NOTE~~Stock-based 14compensation –expense ~~GOING~~for ~~CONCERN~~the three and nine months ended December 31, 2013 was $0.

The ~~accompanying~~following ~~financial~~table ~~statements~~summarizes have been prepared assuming that the company will continue as a going concern. The Company has negative working capital, no established source of revenue and significant losses since inception. These factors raise substantial doubt information about ~~the~~stock ~~Company’s~~options ~~ability to continue~~ as ~~a going concern. Without realization~~ of ~~additional~~December ~~capital~~31, it would be unlikely for the Company to continue as a going concern. The financial statements do not include any adjustments that might result from this uncertainty. Management continues to seek funding from its shareholders and other qualified investors to pursue its business plan. 2013:

NOTE 15 – SUBSEQUENT EVENTS

	Number of Options		Weighted Average Exercise Price
Outstanding, March 31, 2013		1,375,000	$	0.76
Options granted		—		—
Options expired		—		—
Options cancelled		—		—
Outstanding, December 31, 2013		1,375,000	$	0.76
Exercisable, December 31, 2013		1,375,000	$	0.76

InThe ~~accordance~~following ~~with~~table ~~ASC~~summarizes ~~Topic~~information about ~~855-10,~~stock ~~the~~options ~~Company~~granted ~~has analyzed its operations subsequent~~ to ~~September~~consultants, 30advisors, ~~2013~~investors toand ~~the~~board ~~date~~members ~~these~~as ~~financial~~of ~~statements~~December ~~were issued~~31, ~~and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.~~2013:

F-12

Stock Options Outstanding						Stock Options Exercisable
	Range of Exercise Prices	Number Outstanding		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)	Number of Options		Weighted Average Exercise Price

$	.05 to 1.00	1,375,000	$	0.76	2.54	1,375,000	$	0.76

~~Item 2.~~F-10

~~Management’s~~POTASH ~~Discussion~~AMERICA, ~~and Analysis of Financial Condition and Results of Operations~~INC.

~~FORWARD-LOOKING~~(AN ~~STATEMENTS~~EXPLORATION STAGE COMPANY)

~~This~~NOTES ~~quarterly~~TO ~~report~~THE ~~contains~~FINANCIAL forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "could", "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.STATEMENTS

~~Although~~DECEMBER ~~we believe that the expectations reflected in the forward-looking statements are reasonable~~31, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.2013

~~Our~~NOTE ~~unaudited~~11 ~~financial~~– statements are stated in U.S. dollars and are prepared in accordance with generally accepted accounting principles in the United States. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.RESTATEMENT

InThe ~~this~~Company ~~quarterly~~has ~~report,~~recorded ~~unless~~the ~~otherwise~~intrinsic ~~specified,~~value of ~~all~~the ~~dollar~~convertible ~~amounts~~note ~~are~~payable ~~expressed~~ in ~~United~~the ~~States~~10K ~~dollars~~ending March 31, 2013. ~~All~~The ~~references~~Company tois ~~"common~~allocating ~~shares"~~the ~~refer~~cost to the ~~common~~correct ~~shares~~quarterly periods in ~~our~~the ~~capital~~fiscal ~~stock~~year ended March 31, 2013. The corrected balances and the previously stated balances for the three and nine months ended December 31, 2012 are shown below.

AsThe ~~used~~following inare ~~this~~the ~~quarterly~~previously ~~report~~stated and corrected ~~unless~~balances ~~otherwise~~for ~~indicated,~~ the ~~terms~~three ~~"we",~~months ~~"us",~~ended ~~"our"~~December ~~and "our company" mean Potash America~~31, ~~Inc., a Nevada corporation, unless otherwise indicated.~~2012:

General Overview

Nine months ended December 31, 2012 Financial Statement	Line Item	Corrected	Previously Stated
Statement of Operations	Amortization of debt discount	(306,611)	(223,777)
Statement of Operations	Total Other Income (Expenses)	(331,539)	(248,705)
Statement of Operations	Net Loss	(1,126,193)	(1,043,358)
Cash Flows	Net Loss	(1,126,193)	(1,043,358)
Cash Flows	Amortization of debt discount	306,611	223,777

WeThe ~~were~~following ~~incorporated~~are in the ~~state~~previously ofstated ~~Nevada on July 31, 2007 as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital~~ and corrected ~~our~~balances ~~issued and outstanding common shares on an 80~~ for 1the ~~basis.~~nine Onmonths ~~March~~ended 3,December ~~2011 we changed our name to Potash America~~31, Inc., and began looking for opportunities to acquire exploration stage mineral properties. We maintain our business offices at 200 South Virginia Street, 8th Floor, Reno, Nevada, 89501 and our telephone number is (775) 398-3019.2012:

Before we went through a change of control and business focus, we engaged in the business of developing an online advertising brokerage service to bring together high traffic web site publishers with companies wishing to place ads on them in order to drive traffic to their own internet sites. Since our inception, we had been attempting to raise money to operate our business, but have not been able to secure the funds necessary to do so. The lack of funds and the present economy have prevented that from happening. As we have been unable to raise the capital necessary to develop and market our service, we began a search for other business opportunities which may benefit our shareholders and allow us to raise capital and operate.

Nine months ended December 31, 2012 Financial Statement	Line Item	Corrected	Previously Stated
Statement of Operations	Amortization of debt discount	(707,129)	(481,658)
Statement of Operations	Total Other Income (Expenses)	(978,362)	(752,891)
Statement of Operations	Net Loss	(2,357,392)	(2,131,921)
Cash Flows	Net Loss	(2,357,392)	(2,131,921)
Cash Flows	Amortization of debt discount	707,129	481,658

2NOTE 12 – INCOME TAXES

~~Current~~The ~~Business~~provision for Federal income tax consists of the following for the nine months ended December 31, 2013 and 2012:

We are a development stage company previously engaged in the acquisition, exploration and development of mineral properties. As at the end of March 31, 2013, we have suspended our plan of operation as it relates to the exploration mining interest and are investigating other business opportunities to enhance shareholder value.

	December 31, 2013			December 31, 2012
Federal income tax benefit attributable to:
Current operations	$	22,500		$	801,513
Less: valuation allowance		(22,500	)		(801,513	)
Net provision for Federal income taxes	$	—		$	—

~~Credit Facility Agreements~~F-11

OnPOTASH ~~March 15~~AMERICA, ~~2011, we entered into a credit facility agreement~~INC. The lender agreed to provide us with a line of credit in the amount of up to $200,000 wherein, within three business days after receipt of notice from us, the lender would advance amounts requested to our company. On June 22, 2011, the credit facility agreement was amended to increase the size of the line of credit to a total of $1,000,000. We shall use the advances to fund working capital and general corporate activities. Pursuant to the terms of the credit facility agreement, our company shall pay any outstanding amounts to the lender on demand. We may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 5% per annum. During the year ended March 31, 2013, control of the Company was acquired by the person who also controls the company that has issued this line of credit.

On(AN ~~November~~EXPLORATION 22, 2011, we entered into a second credit facility agreement in which the lender agreed to provide our company with a line of credit in the amount of up to $500,000. Pursuant to the terms of the credit facility agreement, our company shall pay any outstanding amounts to the lender on demand. Our company may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 10% per annum.STAGE COMPANY)

OnNOTES ~~April~~TO ~~12,~~THE ~~2012,~~FINANCIAL we entered into a $1,000,000 letter of credit agreement dated March 27, 2012. Pursuant to the terms outlined in the letter of credit, at any time our company may require any and all funds outstanding under the letter of credit, except for accrued interest which is to be paid in cash, to be converted into units of our company at a price of $0.80 per unit. Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $1.50 US for a period of five years. Our company will pay annual interest of 5% until the loan is repaid or converted into units. Our company will issue 1,250,000 units when the exercise provision is enacted.STATEMENTS

~~Purchase~~DECEMBER of31, ~~Significant Equipment~~2013

WeThe documulative ~~not~~tax ~~intend~~effect toat ~~purchase~~the ~~any~~expected rate of 34% of significant ~~equipment~~items ~~over~~comprising ~~the~~our ~~next~~net ~~twelve~~deferred ~~months.~~tax amount is as follows as of December 31, 2013 and March 31, 2013:

Off-Balance Sheet Arrangements

	December 31, 2013			March 31, 2013
Deferred tax asset attributable to:
Net operating loss carryover	$	1,181,475		$	1,158,975
Less: valuation allowance		(1,181,475	)		(1,158,975	)
Net deferred tax asset	$	—		$	—

WeDue ~~have~~to nothe ~~significant~~change ~~off-balance~~in ~~sheet~~ownership ~~arrangements~~provisions ~~that~~of the ~~have~~Tax orReform ~~are~~Act ~~reasonably~~of ~~likely~~1986, tonet ~~have~~operating aloss ~~current~~carry orforwards ~~future~~of ~~effect~~$3,474,924 onfor ~~our~~federal ~~financial~~income ~~condition,~~tax ~~changes~~reporting inpurposes ~~financial~~are ~~condition,~~subject to ~~revenues~~annual orlimitations. ~~expenses,~~Should ~~results~~a ofchange ~~operations,~~in ~~liquidity~~ownership occur, ~~capital~~net ~~expenditures~~operating orloss ~~capital~~carry ~~resources~~forwards ~~that~~may ~~are~~be ~~material~~limited as to ~~stockholders~~use in future years.

~~Employees~~NOTE 13 – GOING CONCERN

WeThe accompanying dofinancial ~~not~~statements ~~expect~~have ~~any~~been ~~material~~prepared ~~changes~~assuming inthat the ~~number~~company will continue as a going concern. The Company has negative working capital, no established source of ~~employees~~revenue ~~over~~and significant losses since inception. These factors raise substantial doubt about the ~~next~~Company’s 12ability ~~month~~to ~~period~~continue ~~(although~~as wea ~~may~~going ~~enter~~concern. ~~into~~Without ~~employment~~realization orof ~~consulting~~additional ~~agreements~~capital, ~~with~~it ~~our~~would ~~officers~~be unlikely orfor ~~directors)~~the Company to continue as a going concern. WeThe financial statements do ~~and~~not ~~will~~include ~~continue~~any adjustments that might result from this uncertainty. Management continues to ~~outsource~~seek funding ~~contract~~from ~~employment~~its asshareholders ~~needed~~and other qualified investors to pursue its business plan.

3NOTE 14 – SUBSEQUENT EVENTS

~~Results~~In ofaccordance ~~Operations~~with ASC Topic 855-10, the Company has analyzed its operations subsequent to December 31, 2013 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than the events described above.

~~The following unaudited summary of our results of operations should be read in conjunction with our financial statements for the three and six month periods ended September 30, 2013 and 2012.~~F-12

WeItem ~~have~~2. Management’s Discussion ~~not~~and ~~generated~~Analysis ~~any~~of ~~revenue~~Financial ~~since~~Condition ~~inception~~ and ~~are~~Results ~~dependent~~of ~~upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.~~Operations

~~Results~~FORWARD-LOOKING ~~of Operations for the Three Months Ended September 30, 2013 and 2012~~STATEMENTS

~~Our~~This ~~operating~~quarterly ~~results~~report ~~for~~contains ~~the~~forward-looking statements. ~~three~~These ~~month~~statements ~~periods~~relate ~~ended~~to ~~September~~future 30events or our future financial performance. In some cases, ~~2013~~you ~~and~~can ~~2012~~identify ~~and~~forward-looking statements ~~the~~by ~~changes~~terminology ~~between~~such ~~those~~as ~~periods~~"could", ~~for~~"may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential" or the ~~respective~~negative ~~items~~of these terms or other comparable terminology. These statements are ~~summarized~~only aspredictions ~~follows:~~and involve known and unknown risks, uncertainties and other factors that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

	Three Month Period Ended September 30, 2013 $	Three Month Period Ended September 30, 2012 $	Change Between Three Month Periods Ended September 30, 2013 and September 30, 2012 $
Revenue	Nil	Nil	Nil
Impairment of mining interest	Nil	Nil	Nil
Professional fees	3,482	64,836	(61,354)
Transfer agent and filing fees	204	5,498	(5,294)
Consulting fees	Nil	30,282	(30,282)
Web development	Nil	1,396	(1,396)
Stock compensation	Nil	8,698	(8,698)
Exploration costs	Nil	68,148	(68,148)
General and administrative	(752)	34,342	(35,094)
Interest Expense	17,316	17,660	(344)
Derivative expense	Nil	75,420	(75,420)
Change in derivative	Nil	8,083	(8,083)
Amortization of debt discount	Nil	239,619	(239,619)
Net loss	(20,250)	(553,982)	(533,732)

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable laws, including the securities laws of the United States, we do not intend to update any of the forward-looking statements so as to conform these statements to actual results.

Our ~~expenses~~unaudited ~~decreased~~financial ~~during~~statements ~~the~~are ~~three~~stated in ~~month~~U.S. ~~period~~dollars ~~ended~~and ~~September~~are ~~30,~~prepared ~~2013~~in ~~compared~~accordance towith ~~the~~generally ~~same~~accepted ~~period~~accounting principles in ~~2012~~the ~~primarily~~United asStates. aThe ~~result~~following discussion ofshould ~~decreases~~be read in ~~professional~~conjunction ~~fees,~~with ~~consulting,~~our ~~stock~~financial ~~compensation,~~statements ~~exploration costs, general~~ and ~~administration,~~the ~~interest~~related ~~expenses,~~notes ~~derivative~~that ~~expense,~~appear ~~change~~elsewhere in ~~derivative~~this ~~expense, and amortization of debt discount~~quarterly report.

~~Results~~In ofthis ~~Operations~~quarterly ~~for~~report, ~~the~~unless ~~Six~~otherwise specified, ~~Months~~all ~~Ended~~dollar ~~September~~amounts ~~30,~~are ~~2013~~expressed ~~and~~in ~~2012~~United States dollars. All references to "common shares" refer to the common shares in our capital stock.

~~Our~~As ~~operating~~used ~~results~~in ~~for~~this ~~the~~quarterly ~~six~~report ~~month~~and ~~periods~~unless otherwise ~~ended~~indicated, ~~September~~the 30terms "we", ~~2013~~"us", ~~and~~"our" ~~2012~~ and ~~the~~"our ~~changes~~company" ~~between~~mean ~~those~~Potash ~~periods~~America, Inc., ~~for~~a ~~the~~Nevada ~~respective~~corporation, ~~items~~unless ~~are~~otherwise ~~summarized as follows:~~indicated.

4General Overview

	Six Month Period Ended September 30, 2013 $	Six Month Period Ended September 30, 2012 $	Change Between Six Month Periods Ended September 30, 2013 and September 30, 2012 $
Revenue	Nil	Nil	Nil
Impairment of mining interest	Nil	Nil	Nil
Professional fees	8,156	120,245	(112,089)
Transfer agent and filing fees	504	6,870	(6,366)
Consulting fees	Nil	71,996	(71,996)
Web development	Nil	2,571	(2,571)
Stock compensation	Nil	157,753	(157,753)
Exploration costs	(81)	174,331	(174,412)
General and administrative	1,363	50,611	(49,248)
Interest Expense	34,444	39,970	(5,526)
Derivative expense	Nil	184,044	(184,044)
Change in derivative	Nil	22,291	(22,291)
Amortization of debt discount	Nil	400,518	(400,518)
Net loss	(44,386)	(1,231,200)	(1,186,814)

We were incorporated in the state of Nevada on July 31, 2007 as Adtomize Inc. On June 29, 2010, we underwent a change of control. On September 8, 2010, we affected a split of our authorized capital and our issued and outstanding common shares on an 80 for 1 basis. On March 3, 2011 we changed our name to Potash America, Inc., and began looking for opportunities to acquire exploration stage mineral properties. We maintain our business offices at 200 South Virginia Street, 8th Floor, Reno, Nevada, 89501 and our telephone number is (775) 398-3019.

~~Our~~Before ~~expenses~~we ~~decreased~~went ~~during~~through a change of control and business focus, we engaged in the ~~three~~business ~~month~~of ~~period~~developing ~~ended~~an ~~September~~online ~~30,~~advertising ~~2013~~brokerage ~~compared~~service to ~~the~~bring ~~same~~together ~~period~~high intraffic web ~~2012~~site ~~primarily~~publishers aswith acompanies ~~result~~wishing ofto ~~decreases~~place inads on them in ~~professional~~order ~~fees,~~to ~~consulting,~~drive ~~stock~~traffic ~~compensation~~to their own internet sites. Since our inception, ~~exploration~~we ~~costs~~had been attempting to raise money to operate our business, ~~general~~but have not been able to secure the funds necessary to do so. The lack of funds and ~~administration,~~the ~~interest~~present ~~expenses,~~economy ~~derivative~~have ~~expense,~~prevented ~~change~~that infrom ~~derivative~~happening. ~~expense~~As we have been unable to raise the capital necessary to develop and market our service, we began a search for other business opportunities which may benefit our shareholders and ~~amortization~~allow ofus ~~debt~~to ~~discount~~raise capital and operate.

~~Liquidity~~Current ~~and Financial Condition~~Business

~~Working~~We ~~Capital~~are a development stage company previously engaged in the acquisition, exploration and development of mineral properties. As at the end of March 31, 2013, we have suspended our plan of operation as it relates to the exploration mining interest and are investigating other business opportunities to enhance shareholder value.

	At September 30, 2013 $	At March 31, 2013 $	Change Between September 30, 2013 and March 31, 2013 $
Current Assets	3,504	4,584	(1,080)
Current Liabilities	1,762,937	1,719,631	(43,306)
Working Capital / (Deficit)	(1,759,433)	(1,715,047)	(44,386)

Credit Facility Agreements

5On March 15, 2011, we entered into a credit facility agreement. The lender agreed to provide us with a line of credit in the amount of up to $200,000 wherein, within three business days after receipt of notice from us, the lender would advance amounts requested to our company. On June 22, 2011, the credit facility agreement was amended to increase the size of the line of credit to a total of $1,000,000. We shall use the advances to fund working capital and general corporate activities. Pursuant to the terms of the credit facility agreement, our company shall pay any

~~Cash Flows~~4

	Six Months Ended September 30, 2013 $	Six Months Ended September 30, 2012 $	Period from Inception (July 31, 2007) to September 30, 2013 $
Cash Flows (used in) Operating Activities	(18,153)	(306,622)	(916,747)
Cash Flows (used in) Investing Activities	Nil	(49,240)	(564,885)
Cash Flows provided by Financing Activities	20,892	300,000	1,484,636
Net Increase (Decrease) in Cash During Period	2,739	(55,862)	3,004

outstanding amounts to the lender on demand. We may also repay the loan and accrued interest at any time without penalty. Amounts outstanding shall bear interest at the rate of 5% per annum. During the year ended March 31, 2013, control of the Company was acquired by the person who also controls the company that has issued this line of credit.

AsOn ofNovember ~~September 30~~22, ~~2013~~2011, ~~our~~we ~~total~~entered ~~current~~into ~~assets~~a ~~were~~second credit ~~$3,504~~facility ~~and~~agreement ~~our~~in ~~total~~which ~~liabilities~~the ~~were~~lender ~~$1,762,937~~agreed ~~and~~to weprovide ~~had~~our acompany ~~working~~with ~~capital~~a ~~deficit~~line of ~~$1,759,433.~~credit ~~Our~~in ~~unaudited~~the ~~financial~~amount ~~statements~~of ~~report~~up ato ~~net loss of~~ $44500,~~386~~000. Pursuant ~~for~~to the ~~six~~terms ~~months~~of ~~ended~~the ~~September~~credit 30facility agreement, ~~2013~~our ~~compared~~company toshall apay ~~net~~any ~~loss~~outstanding ofamounts ~~$1,231,200~~to ~~for~~ the ~~same~~lender ~~period~~on indemand. Our ~~2012~~company may also repay the loan and aaccrued ~~net~~interest ~~loss~~at ofany ~~$3,453,135~~time ~~for~~without ~~the~~penalty. ~~period~~Amounts ~~from~~outstanding ~~July~~shall ~~31,~~bear ~~2007~~interest ~~(inception)~~at the torate ~~September~~of ~~30,~~10% ~~2013~~per annum.

WeOn ~~estimate~~April ~~that~~12, ~~our~~2012, ~~cash~~we ~~expenses~~entered ~~over~~into ~~the~~a ~~next~~$1,000,000 letter 12of ~~months~~credit ~~will~~agreement bedated ~~approximately~~March ~~$60~~27,~~000~~ as2012. ~~described~~Pursuant to the terms outlined in the ~~table~~letter ~~below.~~of ~~These~~credit, ~~estimates~~at any time our company may ~~change~~require ~~significantly~~any ~~depending~~and onall funds outstanding under the ~~nature~~letter of ~~our~~credit, ~~future~~except ~~business~~for ~~activities~~accrued ~~and~~interest which is to be paid in cash, to be converted into units of our ~~ability~~company at a price of $0.80 per unit. Each unit consists of one share of common stock and one warrant to ~~raise~~purchase ~~capital~~one ~~from~~share ~~shareholders~~of common stock at $1.50 US for a period of five years. Our company will pay annual interest of 5% until the loan is repaid or ~~other~~converted ~~sources~~into units. Our company will issue 1,250,000 units when the exercise provision is enacted.

~~Specifically,~~Purchase weof ~~estimate~~Significant ~~our operating expenses and working capital requirements for the next 12 months to be as follows:~~ Equipment

Description	Target completion date or period	Estimated expenses ($)
Legal and accounting fees	12 months	50,000
General and administrative	12 months	10,000
Total		60,000

We do not intend to purchase any significant equipment over the next twelve months.

~~Future~~Off-Balance ~~Financings~~Sheet Arrangements

We ~~will~~have ~~require~~no ~~additional~~significant ~~financing~~off-balance insheet ~~order~~arrangements that tohave ~~enable~~or usare toreasonably ~~proceed~~likely ~~with~~to ~~our~~have ~~plan~~a ofcurrent ~~operations,~~or asfuture ~~discussed~~effect ~~above,~~on ~~including~~our ~~approximately~~financial ~~$60~~condition,~~000~~ ~~over~~changes ~~the~~in ~~next~~financial 12condition, revenues ~~months~~or ~~to pay for our ongoing~~ expenses~~. These expenses include legal~~, ~~accounting~~results ~~and audit fees as well as general and administrative expenses. These cash requirements are in excess~~ of ~~our~~operations, ~~current~~liquidity, ~~cash~~capital ~~and~~expenditures ~~working~~or capital resources. ~~Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance~~ that ~~any~~are ~~party~~material ~~will advance additional funds~~ to ~~us in order to enable us to sustain our plan of operations or to repay our liabilities~~stockholders.

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

We ~~presently~~ do not ~~have~~expect any ~~arrangements~~material ~~for~~changes ~~additional~~in ~~financing~~the number ~~for~~of ~~the~~employees ~~expansion~~over ofthe ~~our~~next ~~exploration~~12 ~~operations,~~month ~~and~~period no(although ~~potential~~we ~~lines~~may ofenter ~~credit~~into employment or ~~sources~~consulting ofagreements ~~financing~~with ~~are~~our ~~currently~~officers or ~~available~~directors). ~~for~~We ~~the~~do ~~purpose~~and ofwill ~~proceeding~~continue ~~with~~to ~~our~~outsource ~~plan~~contract ofemployment ~~operations~~as needed.

6Results of Operations

~~Contractual~~The ~~Obligations~~following unaudited summary of our results of operations should be read in conjunction with our financial statements for the three and nine month periods ended December 31, 2013 and 2012.

AsWe ahave ~~“smaller~~not ~~reporting~~generated ~~company”~~any revenue since inception and are dependent upon obtaining financing to pursue our business activities. For these reasons, our auditors believe that there is substantial doubt that we ~~are~~will ~~not~~be ~~required~~able to ~~provide~~continue ~~tabular~~as ~~disclosure~~a ~~obligations~~going concern.

~~Going Concern~~5

WeResults ~~have~~of ~~generated~~Operations ~~only~~for ~~nominal~~the ~~revenues~~Three ~~and~~Months Ended ~~are~~December ~~dependent upon obtaining outside financing to carry out our operations and pursue our business development activities. If we are unable to generate future cash flows~~31, ~~raise~~2013 ~~equity or secure alternative financing, we may not be able to continue our operations~~ and ~~our business plan may fail. You may lose your entire investment.~~2012

IfOur ~~our~~operating ~~operations~~results ~~and~~for ~~cash~~the ~~flow~~three ~~improve,~~month ~~our~~periods ended ~~management~~December ~~believes that we can continue to operate. However~~31, no2013 ~~assurance~~and ~~can~~2012 beand ~~given~~the ~~that~~changes ~~management's~~between ~~actions~~those ~~will~~periods ~~result~~for inthe ~~profitable~~respective ~~operations~~items orare ansummarized ~~improvement in our liquidity situation. The threat of our ability to continue~~ as ~~a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.~~follows:

Critical Accounting Policies

		Three Month Period Ended December 31, 2013			Three Month Period Ended December 31, 2012			Change Between Three Month Periods Ended December 31, 2013 and December 31, 2012
Revenue	$	Nil		$	Nil		$	Nil
Impairment of mining interest	$	Nil		$	710,885		$	(710,885)
Professional fees	$	3,446		$	39,297		$	(35,851)
Transfer agent and filing fees	$	400		$	854		$	(454)
Consulting fees	$	181		$	8,800		$	(8,619)
Web development	$	Nil		$	1,047		$	(1,047)
Stock compensation	$	Nil		$	8,137		$	(8,137)
Exploration costs	$	Nil		$	2,525		$	(2,525)
General and administrative	$	(54)		$	23,109		$	(23,163)
Interest Expense	$	17,316		$	17,110		$	206



Derivative expense	$	Nil		$	Nil		$	Nil
Change in derivative	$	Nil		$	7,818		$	(7,818)
Amortization of debt discount	$	Nil		$	306,611		$	(306,611)
Net loss	$	(21,289	)	$	(1,126,193	)	$	(1,104,904)

~~The~~Our ~~discussion~~expenses ~~and~~decreased ~~analysis~~during ofthe ~~our~~three ~~financial~~month period ~~condition~~ended ~~and~~December ~~results of operations are based upon our financial statements~~31, ~~which~~2013 ~~have~~compared ~~been~~to ~~prepared in accordance with~~ the ~~accounting~~same ~~principles~~period ~~generally~~in ~~accepted~~2012 inprimarily ~~the~~as ~~United~~a ~~States~~result of ~~America. Preparing~~decreases ~~financial~~in ~~statements~~professional ~~requires management to make estimates and assumptions that affect the reported amounts of assets~~fees, ~~liabilities~~consulting, stock ~~revenue~~compensation, ~~and~~exploration ~~expenses. These~~costs, ~~estimates~~general and ~~assumptions~~administration, ~~are~~interest ~~affected~~expenses, bychange ~~management’s~~in ~~application~~derivative ofexpense, ~~accounting policies. We believe that understanding the basis~~ and ~~nature~~ amortization of ~~the~~debt ~~estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements~~discount.

~~Use of Estimates~~ 6

~~The~~Results ~~preparation~~ of ~~financial~~Operations ~~statements~~for ~~in conformity with generally accepted accounting principles of~~ the ~~United~~Nine ~~States~~Months Ended ~~requires~~December management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment31, ~~stock-based~~2013 ~~compensation,~~ and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.2012

~~Basic~~Our ~~Income~~operating ~~(Loss)~~results ~~Per~~for ~~Share~~the nine month periods ended December 31, 2013 and 2012 and the changes between those periods for the respective items are summarized as follows:

Basic income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of September 30, 2013.

		Nine Month Period Ended December 31, 2013			Nine Month Period Ended December 31, 2012			Change Between Nine Month Periods Ended December 31, 2013 and December 31, 2012
Revenue	$	Nil		$	Nil		$	Nil
Impairment of mining interest	$	Nil		$	710,885		$	(710,885)
Professional fees	$	11,601		$	159,542		$	(147,941)
Transfer agent and filing fees	$	904		$	7,724		$	(6,820)
Consulting fees	$	181		$	80,796		$	(80,615)
Web development	$	Nil		$	3,618		$	(3,618)
Stock compensation	$	Nil		$	165,890		$	(165,890)
Exploration costs	$	(81)		$	176,855		$	(176,936)
General and administrative	$	1,810		$	73,720		$	(71,910)
Interest Expense	$	51,760		$	57,080		$	(5,320)



Derivative expense	$	Nil		$	184,044		$	(184,044)
Change in derivative	$	Nil		$	30,109		$	(30,109)
Amortization of debt discount	$	Nil		$	707,129		$	(707,129)
Net loss	$	(66,175	)	$	(2,357,392	)	$	(2,291,217)

~~During~~Our expenses decreased during the ~~year~~nine month period ended ~~March~~December 31, ~~2011,~~2013 ~~our~~compared ~~company~~to ~~enacted~~the ansame 80period toin 12012 ~~forward~~primarily as a result of decreases in in professional fees, consulting, stock ~~split.~~compensation, ~~All~~exploration ~~share~~costs, general and ~~per~~administration, ~~share~~interest ~~data~~expenses, ~~has~~change ~~been~~in ~~adjusted~~derivative toexpense, and ~~reflect~~amortization ~~such~~of ~~stock~~debt ~~split~~discount.

7Liquidity and Financial Condition

~~Stock-Based~~Working ~~Compensation~~Capital

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On April 21, 2011, our company instituted a Stock Option Plan which allows for the issuance of 3,000,000 shares of common stock to our company’s management, employees and consultants. As of September 30, 2013, there were 1,375,000 stock options issued.

	At December 31 2013 $			At March 31, 2013 $			Change Between December 31, 2013 and March 31, 2013 $
Current Assets	$	177		$	4,584		$	(4,407	)
Current Liabilities	$	1,781,399		$	1,719,631		$	61,768
Working Capital / (Deficit)	$	(1,781,222	)	$	(1,715,047	)	$	66,175

~~Income Taxes~~7

~~Income~~Cash taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.Flows

Recent Accounting Pronouncements

	Nine Months Ended December 31, 2013 $			Nine Months Ended December 31, 2012 $			Period from Inception (July 31, 2007) to December 31, 2013 $
Cash Flows (used in) Operating Activities	$	(20,980	)	$	(238,173	)	$	(919,574	)
Cash Flows (used in) Investing Activities	$	Nil		$	(245,240	)	$	(564,885	)
Cash Flows provided by Financing Activities	$	20,892		$	422,360		$	1,484,636
Net Increase (Decrease) in Cash During Period	$	(88	)	$	(61,053	)	$	177

As of December 31, 2013, our total current assets were $177 and our total liabilities were $1,781,399 and we had a working capital deficit of $1,781,222. Our ~~company~~unaudited ~~does~~financial statements ~~not~~report ~~expect~~a ~~the~~net ~~adoption~~loss of ~~recently~~$66,175 ~~issued~~for ~~accounting~~the ~~pronouncements~~nine tomonths ~~have~~ended December 31, 2013 compared to a ~~significant~~net ~~impact~~loss onof ~~our~~$2,357,392 ~~company’s~~for ~~results~~the same period in 2012 and a net loss of ~~operations~~$3,474,924 ~~financial~~for ~~position~~the orperiod ~~cash~~from ~~flow~~July 31, 2007 (inception) to December 31, 2013.

~~Item~~We 3estimate that our cash expenses over the next 12 months will be approximately $60,000 as described in the table below. ~~Quantitative~~These estimates may change significantly depending on the nature of our future business activities and ~~Qualitative~~our ~~Disclosures~~ability ~~About~~to ~~Market~~raise ~~Risk~~capital from shareholders or other sources.

AsSpecifically, awe ~~“smaller~~estimate ~~reporting~~our ~~company”,~~operating weexpenses and ~~are~~working ~~not~~capital ~~required~~requirements tofor ~~provide~~the ~~tabular~~next ~~disclosure~~12 ~~obligations.~~months to be as follows:

Item 4. Controls and Procedures

Description	Target completion date or period	Estimated expenses ($)
Legal and accounting fees	12 months		50,000
General and administrative	12 months		10,000
Total			60,000

~~Management’s~~Future ~~Report on Disclosure Controls and Procedures~~Financings

We ~~maintain~~will ~~disclosure~~require ~~controls~~additional ~~and~~financing ~~procedures~~in ~~that~~order to ~~are~~enable ~~designed~~us to ~~ensure~~proceed ~~that~~with ~~information~~our ~~required~~plan toof beoperations, ~~disclosed~~as indiscussed ~~our~~above, ~~reports~~including ~~filed~~approximately ~~under~~$60,000 over the ~~Securities~~next ~~Exchange~~12 ~~Act~~months to ofpay ~~1934,~~for asour ~~amended,~~ongoing isexpenses. ~~recorded,~~These ~~processed~~expenses include legal, ~~summarized~~accounting and ~~reported~~audit ~~within~~fees ~~the~~as ~~time~~well ~~periods~~as ~~specified~~general inand ~~the~~administrative expenses. These ~~Securities~~cash ~~and~~requirements ~~Exchange~~are ~~Commission's~~in ~~rules~~excess of our current cash and ~~forms~~working capital resources. Accordingly, ~~and~~we ~~that~~will ~~such~~require additional ~~information~~financing isin ~~accumulated~~order ~~and~~to ~~communicated~~continue operations and to repay our ~~management,~~liabilities. ~~including~~There ~~our~~is ~~president~~no ~~(our~~assurance ~~principal~~that ~~executive~~any ~~officer~~party ~~and~~will ~~our~~advance additional ~~principal~~funds ~~financial~~to ~~officer~~us ~~and~~in ~~principle~~order ~~accounting~~to ~~officer)~~enable us to ~~allow~~sustain ~~for~~our ~~timely~~plan ~~decisions~~of ~~regarding~~operations ~~required~~or ~~disclosure~~to repay our liabilities.

AsWe ofanticipate ~~the~~continuing ~~end~~to ofrely ~~our~~on ~~quarter~~equity sales ~~covered by this report, we carried out an evaluation, under the supervision and with the participation~~ of our ~~president~~common ~~(our~~stock ~~principal~~in ~~executive~~order ~~officer~~to ~~and~~continue ~~our~~to ~~principal~~fund ~~financial~~our ~~officer~~business ~~and~~operations. ~~principle~~Issuances ~~accounting officer),~~ of ~~the~~additional ~~effectiveness~~shares ofwill ~~the~~result ~~design~~in ~~and~~dilution to ~~operation of~~ our ~~disclosure~~existing ~~controls and procedures~~stockholders. ~~Based~~There onis ~~the~~no ~~foregoing,~~assurance ~~our~~that ~~president~~we ~~(our~~will ~~principal~~achieve ~~executive~~any ~~officer~~additional ~~and~~sales ~~our~~of ~~principal financial officer and principle accounting officer) concluded that~~ our ~~disclosure~~equity ~~controls~~securities ~~and~~or ~~procedures~~arrange for ~~were~~debt ~~not~~or ~~effective~~other asfinancing ofto ~~the~~fund ~~end~~our ofplanned ~~the~~business ~~period covered by this quarterly report~~activities.

~~Changes~~We inpresently ~~Internal~~do ~~Control~~not ~~over~~have ~~Financial~~any ~~Reporting~~arrangements for additional financing for the expansion of our exploration operations, and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

~~There~~Contractual was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.Obligations

8As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~PART II – OTHER INFORMATION~~8

~~Item~~Going ~~1. Legal Proceedings~~Concern

We ~~know~~have generated ofonly nonominal ~~material,~~revenues ~~existing~~and orare ~~pending~~dependent ~~legal~~upon ~~proceedings~~obtaining ~~against~~outside ~~our~~financing ~~company,~~to ~~nor~~carry ~~are~~out weour ~~involved~~operations asand apursue ~~plaintiff~~our inbusiness development ~~any material proceeding or pending litigation~~activities. ~~There~~If we are nounable ~~proceedings~~to ingenerate ~~which~~future ~~any~~cash ~~of our directors~~flows, ~~executive~~raise ~~officers~~equity or ~~affiliates~~secure alternative financing, orwe ~~any~~may ~~registered~~not be orable ~~beneficial~~to ~~stockholder,~~continue isour anoperations ~~adverse~~and ~~party~~our orbusiness ~~has~~plan amay ~~material~~fail. ~~interest~~You ~~adverse~~may tolose ~~our~~your ~~interest~~entire investment.

~~Item~~If 1Aour operations and cash flow improve, our management believes that we can continue to operate. ~~Risk~~However, ~~Factors~~no assurance can be given that management's actions will result in profitable operations or an improvement in our liquidity situation. The threat of our ability to continue as a going concern will cease to exist only when our revenues have reached a level able to sustain our business operations.

AsCritical aAccounting ~~“smaller~~Policies ~~reporting company”, we are not required to provide the information required by this Item.~~

~~Item~~The 2discussion and analysis of our financial condition and results of operations are based upon our financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing ~~Unregistered~~financial ~~Sales~~statements requires management to make estimates and assumptions that affect the reported amounts of ~~Equity~~assets, ~~Securities~~liabilities, revenue, and ~~Use~~expenses. These estimates and assumptions are affected by management’s application of ~~Proceeds~~accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.

~~None.~~Use of Estimates

~~Item~~The 3preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. ~~Defaults~~The ~~Upon~~more ~~Senior~~significant ~~Securities~~areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

~~None.~~Basic Income (Loss) Per Share

~~Item~~Basic 4income (loss) per share is calculated by dividing our company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. ~~Mining~~Diluted ~~Safety~~earnings ~~Disclosure~~per share is calculated by dividing our company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2013.

~~Not~~During ~~Applicable~~the year ended March 31, 2011, our company enacted an 80 to 1 forward stock split. All share and per share data has been adjusted to reflect such stock split.

~~Item~~Stock-Based ~~5. Other Information~~Compensation

~~None~~Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. On April 21, 2011, our company instituted a Stock Option Plan which allows for the issuance of 3,000,000 shares of common stock to our company’s management, employees and consultants. As of December 31, 2013, there were 1,375,000 stock options issued.

~~Item~~Income ~~6. Exhibits~~Taxes

Exhibit No.	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2008)
3.2	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on September 10, 2010).
3.3.	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2011)
(10)	Material Contracts
10.1	Credit Facility Agreement dated March 2011 (incorporated by reference to our Current Report on Form 8-K filed on March 17, 2011)
10.2	2011 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.3	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.4	Director’s Association Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.5	Director’s Association Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.6	Stock Option Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.7	Stock Option Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.8	Property Acquisition Agreement dated June 6, 2011 between our company and Habitants Minerals Ltd. (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
10.9	Purchase and Sale Agreement dated August 31, 2011 between our company and Kim Diaz and Sonseeahray Diaz (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2011)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Matthew Markin (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
(32)	Section 1350 Certifications
32.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Matthew Markin (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
101**	Interactive Data File
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

*Recent ~~Filed~~Accounting ~~herewith.~~Pronouncements

**Our ~~Furnished~~company ~~herewith.~~does ~~Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed~~ not ~~filed~~expect ~~or part of any registration statement or prospectus for purposes of Sections 11 or 12 of~~ the ~~Securities~~adoption ~~Act~~ of recently ~~1933,~~issued ~~are~~accounting ~~deemed~~pronouncements ~~not~~to ~~filed~~have ~~for~~a ~~purposes~~significant ofimpact ~~Section~~on 18our ofcompany’s ~~the~~results ~~Securities and Exchange Act~~ of ~~1934~~operations, ~~and~~financial position ~~otherwise~~or ~~are~~cash ~~not subject to liability under those sections~~flow.

10Item 3. Quantitative and Qualitative Disclosures About Market Risk

~~SIGNATURES~~As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~Pursuant~~Item to4. Controls ~~the~~and ~~requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~Procedures

	POTASH AMERICA, INC.
	(Registrant)
Dated: November 13, 2013
	Matthew Markin
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Management’s Report on Disclosure Controls and Procedures

11We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of the end of our quarter covered by this report, we carried out an evaluation, under the supervision and with the participation of our president (our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this quarterly report.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

As a “smaller reporting company”, we are not required to provide the information required by this Item.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mining Safety Disclosure

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.	Description
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to our Registration Statement on Form S-1 filed on May 9, 2008)
3.2	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on September 10, 2010).
3.3.	Certificate of Amendment (incorporated by reference to our Current Report on Form 8-K filed on March 7, 2011)
(10)	Material Contracts
10.1	Credit Facility Agreement dated March 2011 (incorporated by reference to our Current Report on Form 8-K filed on March 17, 2011)
10.2	2011 Stock Option Plan (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.3	Form of Stock Option Agreement (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.4	Director’s Association Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.5	Director’s Association Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.6	Stock Option Agreement between our company and Alan B. Brass (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.7	Stock Option Agreement between our company and Norman Marcus (incorporated by reference to our Current Report on Form 8-K filed on April 26, 2011)
10.8	Property Acquisition Agreement dated June 6, 2011 between our company and Habitants Minerals Ltd. (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
10.9	Purchase and Sale Agreement dated August 31, 2011 between our company and Kim Diaz and Sonseeahray Diaz (incorporated by reference to our Current Report on Form 8-K filed on September 12, 2011)
(14)	Code of Ethics
14.1	Code of Business Conduct and Ethics (incorporated by reference to our Current Report on Form 8-K filed on June 17, 2011)
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Matthew Markin (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
(32)	Section 1350 Certifications
32.1*	Section 302 Certification under the Sarbanes-Oxley Act of 2002 of Matthew Markin (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
101**	Interactive Data File
101.INS 101.SCH 101.CAL 101.DEF 101.LAB 101.PRE	XBRL Instance Document XBRL Taxonomy Extension Schema Document XBRL Taxonomy Extension Calculation Linkbase Document XBRL Taxonomy Extension Definition Linkbase Document XBRL Taxonomy Extension Label Linkbase Document XBRL Taxonomy Extension Presentation Linkbase Document

*	Filed herewith.

Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	POTASH AMERICA, INC.
	(Registrant)


Dated: February 14, 2014	/s/Matthew Markin
	Matthew Markin
	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

Filing Compare · POTASH AMERICA, INC.