UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~May~~ August 31, 2010

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

For the transition period from ______ to______.

SUPATCHA RESOURCES INC.

(Exact name of registrant as specified in Charter)

Nevada	333-153293	98-0593835
(State or other jurisdiction of	(Commission File No.)	(IRS Employee Identification No.)
incorporation or organization)		`

1400 16th Street, Suite 400

Denver, CO 80202

(Address of principal executive offices)

(303) 552-0480

(Issuer Telephone number)

(Former Name or Former Address 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 Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ¨ No ¨

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

Large Accelerated Filer ¨

Accelerated Filer ¨

Non-Accelerated Filer ¨

Smaller Reporting Company

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act. Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of ~~July~~November 1911, 2010: 61,000,000 shares of Common Stock.

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

~~MAY~~AUGUST 31, 2010

(STATED IN U.S. DOLLARS)

(Unaudited)

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONTENTS

PAGE	3	CONDENSED BALANCE SHEETS AS OF ~~MAY~~AUGUST 31, 2010 (UNAUDITED) AND FEBRUARY 28, 2010
PAGE	4	CONDENSED STATEMENTS OF OPERATIONS FOR THREE MONTHS ENDED ~~MAY~~AUGUST 31, 2010 (UNAUDITED) AND 2009, FOR SIX MONTHS ENDED AUGUST 31, 2010 (UNAUDITED) AND 2009, AND FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO ~~MAY~~AUGUST 31, 2010 (UNAUDITED)
PAGE	5	CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIENCY) FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO ~~MAY~~AUGUST 31, 2010 (UNAUDITED)
PAGE	6	CONDENSED STATEMENTS OF CASH FLOWS FOR THE ~~THREE~~SIX MONTHS ENDED ~~MAY~~AUGUST 31, 2010 AND 2009, AND FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO ~~MAY~~AUGUST 31, 2010 (UNAUDITED)
PAGES	7-10	NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED BALANCE SHEETS

(STATED IN U.S. DOLLARS)

	May 31,			February 28,
	August 31,			February 28,
	2010			2010
	(UNAUDITED)
ASSETS
CURRENT ASSETS
Cash	$	~~386~~2,231,732		$	2,331
Prepaids		4,295			5,180
TOTAL ASSETS	$	4,681		$	7,511
Total Current Assets		2,236,027			7,511
OTHER ASSETS
Mineral property interests		2,500,000			-
TOTAL ASSETS	$	4,736,027		$	7,511
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	229,~~176~~481		$	10,807
Due to related party		35,950			26,850
TOTAL LIABILITIES		58,126			37,657
		45,431			37,657
OTHER LIABILITIES
Debenture Loan		5,000,000
TOTAL LIABILITIES		5,045,431			37,657
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Preferred stock, $0.001 par value, 1,000,000 shares
authorized, none issued and outstanding		-			-
Common stock, $0.001 par value, 69,000,000 shares
authorized, 61,000,000 and 61,000,000 shares issued and outstanding, respectively		61,000			61,000
Additional paid in capital		16,985			14,576
Accumulated deficit during exploration stage		(~~131~~387,~~430~~389	)		(105,722	)
Total Stockholders’ Equity (Deficiency)		(53309,~~445~~404	)		(30,146	)
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	4,~~681~~736,027		$	7,511

See accompanying notes to unaudited financial statements

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

(STATED IN U.S. DOLLARS)

	For the Three			For the Three			For the ~~Period~~Six			For the Six			For the Period
	Months Ended			Months Ended			From August
	Months			Months			Months			Months			From August
	May 31,			May 31,			21, 2007 (Inception) to
	Ended			Ended			Ended			Ended			21, 2007
	2010			2009			May 31, 2010
	August 31,			August 31,			August 31,			August 31,			(Inception) to
OPERATING EXPENSES
	2010			2009			2010			2009			August 31, 2010
Accounting and auditing fees	$	2,400		$	5,884		$	49,613
OPERATING EXPENSES
Consulting fees		-			-			5,000
Accounting and auditing fees	$	15,827		$	5,861		$	18,227		$	11,745		$	65,440
Exploration costs and expenses		-			-			12,636
Consulting fees		76,159			-			76,159			-			81,159
General and administrative		3,263			1,524			19,290
Exploration costs and
Investor relations		14,985			-			14,985
expenses		114,762			1,300			114,762			1,300			127,398
Listing and filing fees		4,060			118			12,481
General and administrative		26,231			1,578			29,494			3,102			45,521
Legal fees		1,000			-			17,425
Listing and filing fees		595			873			4,655			991			13,076
Total Operating Expenses		25,708			7,526			131,430
Legal fees		7,385			2,500			8,385			2,500			24,810
LOSS FROM OPERATIONS		(25,708	)		(7,526	)		(131,430	)
Investor relations		15,000			-			29,985			-			29,985
NET LOSS BEFORE
Total Operating Expenses		255,959			12,112			281,667			19,638			387,389
PROVISION FOR INCOME TAXES		(25,708	)		(7,526	)		(131,430	)
LOSS FROM		(255,959	)		(12,112	)		(281,667	)		(19,638	)		(387,389	)
Provision for Income Taxes		-			-			-
OPERATIONS
NET LOSS	$	(25,708	)	$	(7,526	)	$	(131,430	)
NET LOSS BEFORE
Net loss per share - basic and diluted		(0.00	)		(0.00	)
PROVISION FOR INCOME		(255,959	)		(12,112	)		(281,667	)		(19,638	)		(387,389	)
Weighted average number of
TAXES
shares outstanding during the
Provision for Income Taxes		-			-			-			-			-
year – basic and diluted		61,000,000			61,000,000
NET LOSS	$	(255,959	)	$	(12,112	)		(281,667	)		(19,638	)	$	(387,389	)
Net loss per share - basic and		(0.00	)		(0.00	)		(0.00	)		(0.00	)
diluted
Weighted average number of
shares outstanding during the
period – basic and diluted		61,000,000			61,000,000			61,000,000			61,000,000

See accompanying notes to the unaudited Financial Statements

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)

FOR THE PERIOD FROM AUGUST 21, 2007 (INCEPTION) TO ~~MAY~~AUGUST 31, 2010

(STATED IN U.S. DOLLARS)

												Accumulated
									Additional			Deficit During
	Preferred Stock				Common Stock				Paid-In			Exploration
	Shares		Amount		Shares		Amount		Capital			Stage			Total
Common stock issued to founders for cash($0.001 per share)		-	$	-		32,500,000	$	32,500	$	(26,000	)	$	-		$	6,500
Common stock issued for cash
($0.01 per share)		-		-		28,500,000		28,500		28,500			-			57,000
Discount on sale of common stock		-		-		-		-		(1,071	)		-			(1,071	)
Net loss for the period from August 21,
2007(inception) to February29, 2008				-		-		-		-			(13,196	)		(13,196	)
Balance, February 29, 2008		-		-		61,000,000		61,000		1,429			(13,196	)		49,233
In-kind contribution of services		-		-		-		-		6,000			-			6,000
Net loss for the year		-		-		-		-		-			(52,083	)		(52,083	)
Balance, February 28, 2009		-		-		61,000,000		61,000		7,429			(65,279	)		3,150
In-kind contribution of services and interest		-		-		-		-		7,147			-			7,147
Net loss for the year		-		-		-		-		-			(40,443	)		(40,443	)
Balance, February 28, 2010		-		-		61,000,000		61,000		14,576			(105,722	)		(30,146	)
In-kind contribution of services and interest		-		-		-		-		2,409			-			2,409
Net loss for the period		-		-		-		-		-			(25,708	)		(25,708	)
BALANCE, MAY 31, 2010 (UNAUDITED)		-	$	-		61,000,000	$	61,000	$	16,985		$	(131,430	)	$	(53,445	)
Balance, May 31, 2010		-		-		61,000,000		61,000		16,985		$	(131,430	)	$	(53,445	)
In-kind contribution of services and interest		-		-		-		-		-			-			-
Net loss for the period		-		-		-		-		-			(255,959	)		(255,959	)
BALANCE, AUGUST 31, 2010 ( UNAUDITED )		-	$	-		61,000,000	$	61,000	$	16,985		$	(387,389	)	$	(309,404	)

See accompanying notes to the unaudited Financial Statements.

SUPATCHA RESOURCES INC.

(AN EXPLORATION STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(STATED IN U.S. DOLLARS)

							For the Period
	For the Three			For the Three			From August 21,
	For the Six			For the Six			From August 21,
	Months Ended			Months Ended			2007 (Inception)
	May 31,			May 31,			To May 31,
	August 31,			August 31 ,			To August 31,
	2010			2009			2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss for the period	$	(25281,~~708~~667	)	$	(719,~~526~~638	)	$	(~~131~~387,~~430~~389	)
In-kind contribution of services and interest		2,409			13,~~500~~000			15,556
Changes in operating activities
Prepaid expenses		885			-			(4,295	)
Accounts payable and accrued expenses		~~11,369~~619			~~374~~5,087			229,~~176~~481
Net Cash Used in Operating Activities		(11277,~~045~~754	)		(511,~~652~~551	)		(97366,~~993~~647	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Due to related party		9,100			5,000			35,950
Debenture loan proceeds		5,000,000						5,000,000
Issuance of common shares		-			-			62,429
Net Cash Provided By Financing Activities		95,009,100			5,000			985,098,379
NET INCREASE (DECREASE) IN CASH		(1,945	)		(652	)		386
CASH FLOWS FROM INVESTING ACTIVITIES:
CASH AT BEGINNING OF PERIOD		2,331			8,469			-
Purchase of mineral property interests		(2,500,000)			-			(2,500,000)
CASH AT END OF PERIOD	$	386		$	7,817		$	386
Net Cash Used for Investing Activities		(2,500,000)			-			(2,500,000)
NET INCREASE (DECREASE) IN CASH		2,231,346			(6,551	)		2,231,732
CASH AT BEGINNING OF PERIOD		386			8,469			-
CASH AT END OF PERIOD	$	2,231,732		$	1,918		$	2,231,732
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

See accompanying notes to the unaudited Financial Statements.

SUPATCHA RESOURCES INC. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS ~~MAY~~AUGUST 31, 2010 (STATED IN U.S. DOLLARS)

NOTE 1

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Organization

Supatcha Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on August 21, 2007. The Company is a natural resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties.

(B) Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in The United States of America and the rules and regulations of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information necessary for a comprehensive presentation of financial position and results of operations.

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 statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

(D) Mineral ~~Property~~Properties

Pursuant to ASC 360, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed. As of ~~May~~ August 31, 2010, the Company had expensed $12127,~~636~~ 398 related to the mineral ~~rights~~ rights acquisition and exploration costs since inception.

(E) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of ~~May~~ August 31, 2010 and 2009, there were no common share equivalents outstanding.

(F) Foreign Currency Translation

In accordance with ASC 830 "Foreign Currency Translation", the Company has determined that its functional currency is the United States Dollar.

(G) Business Segments

The Company operates in one segment and therefore segment information is not presented.

SUPATCHA RESOURCES INC. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS ~~MAY~~AUGUST 31, 2010 (STATED IN U.S. DOLLARS)

(H) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

(I) Cash and Cash Equivalents

Cash and cash equivalents are highly liquid investments, such as term deposits with major financial institutions, having a maturity of three months or less at acquisition, that are readily convertible to contracted amounts of cash.

NOTE 2

MINERAL PROPERTY

Bonanza Property

Pursuant to a mineral property purchase and sale agreement dated October 22, 2007, the Company acquired a 100% interest in the 9 Units Mineral Claim, known as the Bonanza Mineral Claim, located in the Greenwood Mining Division of British Columbia, Canada, for a purchase price of $6,500. As of May 31, 2010, the Company incurred $12,636 of exploration expenditures since inception. Pursuant to ASC 360, the recoverability of the acquisition costs associated with the purchase of mineral rights presumes to be insupportable prior to determining the existence of a commercially minable deposit and have to be expensed.

Barlevskoye and Vynohradiv Properties

On February 16, 2010, the Company has entered into a letter of intent, and on April 5, 2010 signed a definitive agreement to acquire a 90% interest in the Barlevskoye and Vynohradiv Gold licenses in the Southwest Ukraine. Under the proposed terms, the Company will pay $7,500,000 and will issue 500,000 common shares to Poltavas Capital Management Ltd. as consideration for the 90% interest in the properties held by way of two special permissions issued by the Government of Ukraine. As of August 31, 2010, $2,000,000 has been spent towards this acquisition.

SUPATCHA RESOURCES INC. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS ~~MAY~~AUGUST 31, 2010 (STATED IN U.S. DOLLARS)

Maiskoe Property

On April 30, 2010, the Company entered in the letter of intent with Derzhnagldo Polymetals to acquire 98% interest in the mining claims of their property in Southern Ukraine. The agreement is binding and subject to a number of conditions, including financing and due diligence.

Under the proposed terms, the Company will pay a total of $3,500,000 of which $200,000 will be paid as a non-refundable deposit, with the balance to be paid within 45 days of the signing of the Letter of Intent (the payment terms were extended) after which the Company will own 98% of the mine (including all of the capital equipment) and the mineral concessions. The Company has also agreed to invest a further US$2,800,000 in expanding the current operation over the next year. The deal is subject to due diligence period during which time the Company will carry out additional surface sampling and a limited diamond drill program. As of August 31, 2010, $500,000 has been spent towards this acquisition.

NOTE 3

STOCKHOLDERS’ EQUITY (DEFICIENCY)

On October 15, 2007, the Company issued 32,500,000 shares of common stock at par value to its founders for cash of $6,500 ($0.001 par value per share).

On December 12, 2007, the Company issued 28,500,000 shares of common stock for cash of $57,000. The discount of $1,071 on sale of shares was recognized due to currency rate fluctuations.

On May 17, 2010, the Board of Directors approved a 5 for 1 forward stock split for all shareholders of the Company as of June 30, 2010. All share and per share amounts have been retroactively restated to reflect this stock split.

As of ~~May~~ August 31, 2010, the Company’s officers contributed rent, administrative expenses and interest expense with a fair value of $15,556 to the Company since ~~inception~~ inception (See Note 4).

NOTE 4

During the period ended ~~May~~August 31, 2010, the Company’s President loaned the Company $~~9,100~~0. The total balance owed to the President as of ~~May~~August 31, 2010 is $29,800. ~~This~~ This amount is unsecured, bears no interest and is due on demand.

NOTE 5

FINANCING

b) On April 7, 2010, the Company announced the execution of an agreement with Melco Investments, Ltd. (“MIL”), providing for a $10,000,000 financing. This financing is in the form of a convertible debenture with terms stipulating an interest rate of 8% and a loan repayment term of 24 months from the date of execution of the agreement, by way of cash or through the conversion of shares of the Company’s stock. The repayment terms of the financing are amenable to the Company’s property development schedule and to future financings plans to retire the debt.

The securities potentially offered to the investor, under the terms of the financing, will not be registered under the Securities Act of 1933 as amended (the "Act"), and may not be offered or sold in the United States absent of registration, or an applicable exemption from registration, under the Act

As of ~~May~~ August 31, 2010, no$5,000,000 of the proceeds have been received the Company.

SUPATCHA RESOURCES INC. (AN EXPLORATION STAGE COMPANY) NOTES TO CONDENSED UNAUDITED FINANCIAL STATEMENTS ~~MAY~~AUGUST 31, 2010 (STATED IN U.S. DOLLARS)

NOTE 6

CONCENTRATION OF CREDIT RISK

The Company maintains its operating cash balances in banks located in US financial institutions. The Federal Depository Insurance Corporation (FDIC) insures accounts at each institution up to $250,000.

NOTE 7

GOING CONCERN

The accompanying financial statements included herein have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company has accumulated a deficit of $~~131~~387,~~430~~389 and has used cash from operations of $97366,~~993~~647 since inception, has yet to achieve profitable operations and further losses are anticipated in the development of its business, raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern. The Company anticipates that additional funding will be in the form of equity financing from the sale of common stock. The Company may also seek to obtain short-term loans from the directors of the Company. There can be no assurance that the Company will be successful in obtaining such financing, or that it will attain positive cash flow from operations.

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

Forward Looking Information and Cautionary Statements

When used in this report on Form 10-Q, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking regarding events, conditions, and financial trends that may affect the Company's future plans of operations, business strategy, operating results, and financial position. Persons reviewing this report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and those actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Condition and Results of Operation, and also include general economic factors and conditions that may directly or indirectly impact the Company's financial condition or results of operations.

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. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

Plan of Operation

We are an exploration stage company. We have not yet started operations or generated or realized any revenues from our business operations.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to cover our financial obligations. This is because we have not generated any revenues and no revenues are anticipated until we identify minerals worthy of exploration and begin removing and selling such minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the property. We have negotiated a source of debt financing to fund our operations and development, but the Company will not receive any proceeds from this financing source until the next fiscal year. Our other sources for cash at this time are loans from related parties and additional sales of common stock. Our success or failure will be determined by what additional financing we obtain and what we find under the ground.

If we find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not have enough money to complete our exploration of the property, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

Our officers and directors are unwilling to make any commitment to loan us any money except to cover expenses relating to reclamation if materialized material is not found at this time. At the present time, we have made arrangements to raise additional cash financing, but this financing is subject to availability from the prospective lender and their due diligence of our prospective projects. If we need additional cash and can't raise it, we will either have to suspend activities until we do raise the cash, or cease activities entirely. Other than as described in this paragraph, we have no other financing plans.

Even if we continue with the Bonanza mineral claim and complete our current exploration program and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit, a reserve. Additionally, the Company has committed to the purchase and development of several other mineral properties located in the Ukraine, which are contingent upon the availability of financing proceeds.

We will be conducting research in the form of exploration of the property. Our exploration program is explained in as much detail as possible in the business section of this prospectus. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a reserve and we have determined it is economical to extract the minerals from the land.

We do not intend to interest other companies in the property if we find mineralized materials. We intend to try to develop the reserves ourselves.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can’t or don’t raise more money, we will cease activities. If we cease activities, we don’t know what we will do and we don’t have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the property will be conduct by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing the mineralized material.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from activities. We cannot guarantee we will be successful in our business activities. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we conduct research and exploration of our properties before we start production of any minerals we may find. We are seeking equity financing to provide for the capital required to implement our research, exploration phases and new property acquisitions.

We have no assurance that sufficient future financing will be available to us on the terms we have negotiated. If sufficient financing is not available, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

RESULTS OF OPERATIONS

Results from Operations for the three months ended ~~May~~August 31, 2010 and 2009:

As of ~~May~~ August 31, 2010, the Company had total assets of $4,~~681~~736,027 consisting of $2,231,732 in cash, ~~and~~$4,295 in prepaid expenses and $2,500,000 in mineral property interests.

The Company’s liabilities at ~~May~~August 31, 2010, totaled $585,~~126~~045,431 consisting of $229,~~176~~481 in accounts payables and accrued liabilities, ~~and~~ $35,950 due to a related party and a $5,000,000 debenture loan.

For the ~~three~~six month period ending ~~May~~August 31, 2010, the Company generated no revenues and has incurred operating expenses of $25281,~~708~~667 consisting of $218,~~400~~227 in accounting and audit fees, $376,~~263~~159 in consulting fees, $114,762 in exploration costs, $29,494 in general and administrative expenses, $1429,985 in investor relations fees, $4,~~060~~655 in listing and filing fees and $18,~~000~~385 in legal fees. For the ~~three~~six month period ending ~~May~~August 31, 2009, the Company generated no revenues and incurred operating expenses of $719,~~526~~638 consisting of $511,~~884~~745 in accounting and audit fees, $1,~~524~~300 in exploration costs, $3,102 in general and ~~administrative~~ administrative expenses, ~~and~~ $~~118~~991 in listing and filing fees and $2,500 in legal fees.

Liquidity and Capital Resources

As of ~~May~~ August 31, 2010, our total assets were $4,~~681~~736,027 and our total liabilities were $585,~~126~~045,431. Cash and prepaid expenses ~~are~~were not the company’s sole asset and resource. ~~As a result~~However, since the Company has no revenues to sustain its operations, the independent auditors of the Company have expressed substantial doubt ~~about~~ about the Company’s ability to continue as a going concern.

Our present sources of cash ~~are~~may not be adequate to support our ~~operation~~operations and plans for the next twelve months. If we are unable to raise ~~sufficient~~additional cash to support ~~our~~ our operation for the next twelve months, we ~~will~~may cease our operation as a going concern.

As of February 28, 2010, our total assets were $7,511 and our total liabilities were $37,657.

CRITICAL ACCOUNTING POLICIES

The Company has identified the policies outlined below as critical to our business operations and an understanding of our results of operations. The list is not intended to be a comprehensive list of all of our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States, with no need for management's judgment in their application. The impact and any associated risks related to these policies on our business operations is discussed throughout Management's Discussion and Analysis or Plan of Operations where such policies affect our reported and expected financial results. For a detailed discussion on the application of these and other accounting policies, see the Notes to the ~~May~~August 31, 2010, Financial Statements. Note that our preparation of the financial statements requires us to make estimates and assumptions that affect the reported amount of assets and liabilities, disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenue and expenses during the reporting period. There can be no assurance that actual results will not differ from those estimates.

Use of Estimates

The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported. By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and valuation of stock-based compensation.

Cash and Cash Equivalents

Mineral ~~Property~~Properties

Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by ASC 260, “Earnings Per Share.” As of ~~May~~ August 31, 2010 and ~~May~~August 31, 2009, there were no common share equivalents outstanding.

Income Taxes

The Company accounts for income taxes under ASC 740, “Accounting for Income Taxes” Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

Foreign Currency Translation

In accordance with ASC 830 "Foreign Currency Translation", the Company has determined that its functional currency is the United States Dollar.

Business Segments

The Company operates in one segment and therefore segment information is not presented.

Off -Balance Sheet Arguments

We have no off-balance sheet arguments.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for Smaller Reporting Companies.

Item 4T. Controls and Procedures

a) Evaluation of Disclosure Controls. Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting. There have been no changes in our internal control over financial reporting that occurred during the last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

Item 1A. Risk Factors.

None.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Removed and Reserved

Item 5. Other Information.

None

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1	Section 302 Certification ~~- CEO~~
31.2	Section 302 Certification ~~- CFO~~
32.1	Section 906 Certification ~~- CEO~~
32.2	Section 906 Certification ~~- CFO~~

(b) Reports of Form 8-K

None.

SIGNATURES

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

	SUPATCHA RESOURCES INC.
Date: July 19, 2010	By:	/s/ STEVE TALLEY
Date: November 11, 2010	By:	/ s / NIKOLAE YAGODKA
		Steve Talley
		Nikolae Yagodka
		President, Principal Executive
		Secretary, Treasurer, Principal Financial
		Officer and Director
		Officer, Principal Accounting Officer and Director
	By:	/s/ ~~NIKOLAE~~ANDREI ~~YAGODKA~~B. YASINSKIJ
		Nikolae Yagodka
		Andrei B. Yasinskij
		Secretary, Treasurer, Principal Financial
		Director
		Officer, Principal Accounting
		Officer and Director

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