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 June 30, 2012

~~for~~¨ ~~the~~TRANSITION ~~quarterly~~REPORT ~~period~~UNDER ~~ended March 31,~~SECTION ~~2012~~13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ________TO ________

o TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD ________TO ________

Commission File Number: 000-52689

SHAMIKA 2 GOLD, INC.

(formerly known as Aultra Gold, Inc.)

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

Nevada	98-0448154
(State or other jurisdiction of incorporation or	(IRS Employer Identification No.)
organization)

1350 ~~Broadway,~~Avenue ~~11th~~of ~~Floor~~the Americas

New York, New York ~~10018~~10019

(Address of principal executive offices)

(Registrant's telephone number, including area code (212) ~~216~~541-~~8000~~6222

Indicate by check mark whether the issuer (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 þ No o

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 (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 No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller 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		Smaller Reporting Company þ

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of ~~May~~August 153, 2012, the Issuer had ~~297~~656,~~004~~930,~~053~~840 shares of common stock, par value $0.00001 per share, issued and outstanding.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
		Page
ITEM 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2012 (unaudited) and December 31, 2011	F-2
	Condensed Consolidated Balance Sheets as of June 30, 2012 (unaudited) and December 31, 2011.	F-2
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2012 and 2011, and for the period from inception (January 13, 2010) through March 31, 2012 (unaudited)	F-3
	Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2012 and 2011, and for the period from inception (January 13, 2010) through June 30, 2012 (unaudited)	F-3
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2012 and 2011, and for the period from inception (January 13, 2010) through March 31, 2012 (unaudited)	F-4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2012 and 2011, and for the period from inception (January 13, 2010) through June 30, 2012 (unaudited)	F-4
	Notes to Condensed Consolidated Financial Statements (unaudited)	F-5-F-13
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	76
ITEM 4.	Controls and Procedures	7
PART II. OTHER INFORMATION
ITEM 1	Legal Proceedings	9
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
ITEM 3.	Defaults Upon Senior Securities	10
ITEM 4.	Mine Safety Disclosures	10
ITEM 5.	Other Information	10
ITEM 6	Exhibits	10
	Signatures	11

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Item 310(b) of Regulation S-B, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the ~~three~~six months ended ~~March~~June 3130, ~~2012~~ 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

As used in this Quarterly Report on ~~Form~~ Form 10-Q (the “Quarterly Report”), the terms "we", "us", "our", and the “Company” mean Shamika 2 Gold. Inc., unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

Shamika 2 Gold, Inc.

An Exploration Stage Company

Condensed Consolidated Balance Sheets

(unaudited)

	March 31, 2012			December 31, 2011
	June 30, 2012			December 31, 2011
ASSETS
Current Assets
Deferred financing costs	$	-		$	2,167
Cash	$	5,510		$	-
Total Current Assets		-			2,167
Deferred financing costs		2,767			2,167
Total Current Assets		8,277			2,167
Long-term Assets
Mineral property		350,000			350,000
Total Assets	$	~~350~~358,~~000~~277		$	352,167
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	~~259~~234,~~838~~890		$	256,760
Accounts payable related party (note 5)		5465,~~625~~488			33,625
Convertible notes payable, net of debt discount of $1,063 and $33,326, respectively		107,887			100,457
Convertible notes payable, net of debt discount of $60,530 and $33,326, respectively		128,015			100,457
Accrued interest		47,~~959~~081			4,811
Total Current Liabilities		~~427~~435,~~309~~474			395,653
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock, $0.00001 par value, 10,000,000 shares authorized: none issued or outstanding		-			-
Series A, Convertible Preferred stock, $0.00001 par value, 10,000,000 and 0 shares authorized: 50,000 and 0 shares issued and outstanding, respectively		1			-
Common stock, $0.00001 par value, 300,000,000 shares authorized: 297,004,053 and 175,161,371 shares issued and outstanding, respectively (note 6)		2,969			1,751
Common stock, $0.00001 par value, 2,000,000,000 shares authorized: 371,675,203 and 175,161,371 shares issued and outstanding, respectively (note 6)		3,716			1,751
Additional paid-in capital		3,~~182~~265,~~430~~151			3,154,792
Deficit accumulated during exploration stage		(3,~~262~~346,~~708~~065	)		(3,200,029	)
Total Stockholders’ Deficit		(77,~~309~~197	)		(43,486	)
Total Liabilities and Stockholders’ Deficit	$	~~350~~358,~~000~~277		$	352,167

See Notes to Condensed Consolidated Financial Statements

F-2

Shamika 2 Gold Inc.

An Exploration Stage Company

Condensed Consolidated Statements of Operations

(unaudited)

	For the three months ended March 31, 2012		For the three months ended March 31, 2011			From inception January 13, 2010 through March 31, 2012
	For the three		For the three			For the six		For the six		From
REVENUE	$	-	$	-		$	-
	months ended		months ended			months ended		months ended		inception
Operational Expenses
	June 30, 2012		June 30, 2011			June 30, 2012		June 30, 2011		January 13,
Consulting fees		-		-			1,753,250
										2010 through
Legal & professional fees		2,471		34,877			252,103
										June 30, 2012
Investor relations		1,644		-			50,784
REVENUE	$	-	$	-		$	-	$	-	$	-
Management fee – related party (note 5)		22,250		190,501			485,920
Operational Expenses
Exploration costs				-			8,550
Consulting fees		1		1,753,250			1		1,753,250		1,753,251
Other operational expenses		1,736		9,477			49,640
Legal & professional fees		34,199		85,221			36,670		120,098		286,302
Operating loss		28,101		234,855			2,600,247
Investor relations		1,842		18,594			3,486		18,594		52,626
Other expenses
Management fee – related party (note 5)		30,250		278,310			52,500		468,811		516,170
Interest expense		34,578		72,570			424,012
Exploration costs		-		25,700			-		25,700		8,550
Organization expense		-		-			86,750
Other operational expenses		7,856		6,361			9,592		15,838		57,496
Net loss from continuing operations		62,679		307,425			3,111,009
Operating loss		74,148		2,167,436			102,249		2,402,291		2,674,395
Loss from discontinued operations (Note 3)		-		26,000			151,699
Other expenses
Net loss	$	62,679	$	333,425		$	3,262,708
Interest expense		9,209		120,210			43,787		192,780		433,221
Loss per share from continuing operations –
Organization expense		-		-			-		-		86,750
basic and diluted	$	-	$	-
Net loss from continuing operations		83,357		2,287,646			146,036		2,595,071		3,194,366
Loss per share from discontinued operations –	$	-	$	-
(Gain) Loss from discontinued operations		-		(3,497	)		-		22,503		151,699
basic and diluted
(Note 3)
Loss per share	$	-	$	-
Net loss	$	83,357	$	2,284,149		$	146,036	$	2,617,574	$	3,346,065
Weighted Average Number of Shares Outstanding		291,482,623		50,684,337
Loss per share from continuing
operations –
basic and diluted	$	-	$	0.04		$	-	$	0.05
Loss per share from discontinued
operations –
basic and diluted	$	-	$	-		$	-		-
Loss per share	$	-	$	0.04		$	-	$	0.05
Weighted Average Number of Shares
Outstanding		301,481,507		56,665,591			296,482,065		53,675,854

See Notes to Condensed Consolidated Financial Statements

F-3

Shamika 2 Gold Inc.

An Exploration Stage Company

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the three months ended March 31, 2012			For the three months ended March 31, 2011			From inception January 13, 2010 through March 31, 2012
	For the six months ended June 30, 2012			For the six months ended June 30, 2011			From inception January 13, 2010 through June 30, 2012
Operating activities
Net loss	$	(62146,~~679~~036	)	$	(~~333~~2,~~425~~617,574	)	$	(3,~~262~~346,~~708~~065	)
Adjustments to reconcile net loss to cash used by operating activities
Adjustments to reconcile net loss to cash used by operating activities:
Amortization of financing costs		2,~~167~~400			2534,~~887~~642			4445,~~817~~050
Amortization of debt discount		3239,~~263~~116			43150,~~050~~368			~~346~~352,~~072~~925
Loss from discontinued operations		-			2622,~~000~~503			151,699
Shares issued for services		-1			-1,822,500			1,829,~~900~~901
Changes in:
Deferred financing costs		-			(27,926	)		(27,317	)
Prepaid expenses		-			(30,333	)		-
Accrued interest		~~148~~2,270			310,~~356~~546			1012,~~130~~252
Accounts payable and accrued liabilities		3(21,~~078~~870	)		1460,~~803~~970			~~259~~234,~~838~~890
Accounts payable - related party		2131,~~000~~863			~~(129~~81,~~745~~809	)		~~133~~144,~~624~~487
Net cash used in operating activities of continuing operations		(492,~~023~~256	)		(~~378~~464,~~000~~569	)		(~~513~~574,~~945~~861	)
Net cash used in operating activities of discontinued operations		-			-(26,000	)		(51,700	)
Net cash used in operating activities	$	(492,~~023~~256	)	$	(~~378~~490,~~000~~569	)	$	(~~565~~626,~~645~~561	)
Financing activities
Proceeds from sale of common stock under subscription agreement		-			125,000			302,622
Deferred financing costs		(3,000	)		(34,931	)		(30,317	)
Proceeds from sale of common stock under subscription agreement		-			175,000			302,622
Repayments of convertible notes		-			-			(102,500	)
Proceeds from convertible notes		4100,~~023~~766			~~253~~350,~~000~~500			~~365~~462,~~523~~266
Net cash provided by financing activities	$	497,~~023~~766		$	~~378~~490,~~000~~569		$	~~565~~632,~~645~~071
Total change in cash for period		-5,510			-			-5,510
Cash at beginning of period		-			-			-
Cash at end of period	$	-5,510		$	-		$	-5,510
Non-Cash Investing Activities
Non-cash Investing Activities
Shares issued to acquire mineral property	$	-		$	-350,000		$	350,000
Mining permits acquired in exchange for notes payable	$	-		$	-		$	500,002
Non-cash Financing Activities
Shares issued for satisfaction of note payable and accrued interest	$	2846,~~856~~004		$	-78,500		$	~~235~~252,~~073~~221
Common stock issued. Proceeds received by related party for reduction of related party payable	$	-		$	-		$	100,000
Payment on note payable in exchange for related party payable	$	-		$	-		$	(41,000	)
Payments on related payable in exchange for proceeds from convertible note	$	-		$	-		$	78,500

See Notes to Condensed Consolidated Financial Statements

F-4

Shamika 2 Gold, Inc.

An Exploration Stage Company

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2012

(unaudited)

1.	Nature of Operations

Description of Business

Shamika 2 Gold, Inc. is engaged in the business of acquiring and exploring gold and mineral properties, with the objective of identifying gold and mineralized deposits economically worthy of continued production and/or subsequent development, mining or sale.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.

As shown in the accompanying financial statements, the Company has no$5,510 cash on hand, current liabilities of $~~427~~435,~~309~~474, no immediate borrowing capacity, and has incurred a net loss of $62146,~~679~~036 for the ~~three~~six months ended ~~March~~June 3130, 2012. These factors result in substantial doubt about the ~~ability~~ ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain additional financing and upon future profitable operations from the development of acquisitions. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities ~~that~~ that might be necessary in the event the Company cannot continue in existence. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2.	Significant Accounting Policies

a)	Basis of Accounting

These consolidated financial statements are prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States of America and include our accounts and the accounts of our majority-owned controlled subsidiary. As the Company has not generated any revenues from is principal intended activity of mining operations, the Company is considered to be in the exploration stage. The Company currently operates in one reportable segment. Summarized below are those policies considered particularly significant to the Company.

b)	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 amounts of assets and liabilities and the disclosure of any contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues earned and expenses incurred during the period. Actual results could differ from those estimates. Evaluation of the potential impairment of mining properties is an estimate that is particularly sensitive to judgments and market conditions.

~~c) Financial Instruments and Financial Risk~~F-5

~~The~~Shamika ~~Company’s~~2 ~~financial instruments consists of prepaid expenses~~Gold, ~~accounts payable and accrued liabilities, the fair values of which approximate their carrying amounts due to the short-term nature of these instruments~~Inc. ~~The fair value of the Company’s debt instruments are calculated based upon the availability of debt instruments with similar terms, rates, privileges and credit quality.~~

~~F-5~~An Exploration Stage Company

~~Shamika~~Notes 2to ~~Gold,~~Condensed ~~Inc.~~Consolidated Financial Statements

AnJune ~~Exploration~~30, ~~Stage Company~~2012

~~Notes to Condensed Consolidated Financial Statements~~(unaudited)

~~March~~2. ~~31,~~Significant ~~2012~~Accounting Policies – continued

~~(unaudited~~c) Financial Instruments and Financial Risk

The Company’s financial instruments consists of cash, prepaid expenses, accounts payable and accrued liabilities, the fair values of which approximate their carrying amounts due to the short-term nature of these instruments. The fair value of the Company’s debt instruments are calculated based upon the availability of debt instruments with similar terms, rates, privileges and credit quality.

2.d) ~~Significant~~Cash ~~Accounting~~and ~~Policies (continued)~~Concentrations

d)Financial ~~Cash~~instruments, which could potentially subject the Company to credit risk, consist primarily of cash and ~~Concentrations~~accounts payable.

~~Financial~~From ~~instruments,~~inception ~~which~~to ~~could~~September ~~potentially~~30, 2011, cash ~~subject~~was managed for the Company toby ~~credit~~a ~~risk~~related party, ~~consist~~Shamika ~~primarily~~Resources, Inc. During the second quarter of ~~accounts~~2012, ~~payable~~the Company opened its own bank account. Cash balances at June 30, 2012 are held in this cash account.

The Company’s operations are all related to the minerals and mining industry. A reduction in mineral prices, political unrest in the countries in which the Company operates or other disturbances in the minerals market could have an adverse effect on the Company’s operations.

e)	Environmental Costs

Environmental expenditures that relate to current operations are charged to operations or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company’s commitments to plan of action based on the then known facts. Management has determined that no liability exists pertaining to environmental expenditures as of ~~March~~June 3130, 2012.

f)	Per Share Data

Basic loss per share is computed by dividing net loss by the weighted average number of common shares outstanding for the year. Diluted loss per share is computed by dividing net loss by the weighted average number of common shares outstanding plus common stock equivalents (if dilutive) related to warrants and convertible notes.

The Company has excluded all common equivalent shares outstanding for warrants and convertible notes from the calculation of diluted net loss per share because all such securities are anti-dilutive for the periods presented. As of ~~March~~June 3130, 2012, 458,337 warrants had been issued which represent potential shares which may be issued resulting from the provisions of convertible notes and approximately ~~183~~914,~~621~~472,~~166~~878 common shares that may be issued upon the conversion of convertible notes.

~~g) Income Taxes~~F-6

~~The~~Shamika Company accounts for income taxes under ASC 740, Income Taxes. Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) ~~for those tax positions that meet the more-likely-than-not recognition threshold~~Gold, ~~the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized~~Inc.

~~F-6~~An Exploration Stage Company

~~Shamika~~Notes 2to ~~Gold,~~Condensed ~~Inc.~~Consolidated Financial Statements

AnJune ~~Exploration~~30, ~~Stage Company~~2012

~~Notes to Condensed Consolidated Financial Statements~~(unaudited)

~~March~~2. ~~31,~~Significant ~~2012~~Accounting Policies (continued)

~~(unaudited~~g) Income Taxes

2The Company accounts for income taxes under ASC 740, Income Taxes. ~~Significant~~Deferred ~~Accounting~~taxes ~~Policies~~are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. ASC 740 also requires that uncertain tax positions are evaluated in a two-step process, whereby (~~continued~~1) it is determined whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement with the related tax authority would be recognized.

h)	Revenue Recognition

The Company plans to recognize revenue from the sale of product when an agreement of sale exists, product delivery has occurred, title has transferred to the customer and collection is reasonably assured. The price to be received is based upon terms of a sales contract. The Company has not generated revenue activity for the periods presented in the consolidated financial statements.

i)	Stock Based Compensation

The Company has adopted ASC 718, Stock Compensation, which requires the Company to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest.

The Company may periodically issue stock for payment of certain professional fees and these stock issuances are expensed based on the market value of the stock on the date granted. The Company expenses these professional fees at the time of stock issuance as the stock issuance date approximates the date the services are performed.

j)	Asset Retirement Obligation

The Company follows ASC 410-20, which addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated retirement costs. The standard applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development and normal use of the asset.

ASC 410-20 requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred if a reasonable estimate of fair value can be made. The fair value of the liability is added to the carrying amount of the associated asset and this additional carrying amount is depreciated over the life of the asset. The liability is accreted at the end of each period through charges to operating expense. If the obligation is settled for other than the carrying amount of the liability, the Company will recognize a gain or loss on settlement. The Company has no mining projects in production as of ~~March~~June 3130, 2012, and the asset retirement obligations are usually created as part of the production process. Accordingly, at ~~March~~June 3130, 2012, the Company had no asset retirement obligations.

F-7

Shamika 2 Gold, Inc.

An Exploration Stage Company

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2012

(unaudited)

2.	Significant Accounting Policies (continued)

k)	Mineral Properties, Mineral Claim Payments and Exploration Expenses

The Company expenses all costs related to the maintenance and exploration of the unproven mineral properties to which it has secured exploration rights. If and when proven and probable reserves are determined for a property and a feasibility study is completed, then subsequent development costs of the property are capitalized. Once capitalized, such costs will be amortized using the units-of-production method over the estimated life of the probable reserves.

The Company assesses the carrying costs for impairment under ASC 930 Extractive Activities – Mining (ASC 930) annually. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

l)	Convertible Instruments

The Company reviews the terms of convertible debt and equity instruments to determine whether there are conversion features or embedded derivative instruments including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. In circumstances where the convertible instrument contains more than one embedded derivative instrument, including conversion options that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single compound instrument. Also, in connection with the sale of convertible debt and equity instruments, the Company may issue free standing warrants that may, depending on their terms, be accounted for as derivative instrument liabilities, rather than as equity. When convertible debt or equity instruments contain embedded derivative instruments that are to be bifurcated and accounted for separately, the total proceeds allocated to the convertible host instruments are first allocated to the fair value of all the bifurcated derivative instruments. The remaining proceeds, if any, are then allocated to the convertible instruments themselves, usually resulting in those instruments being recorded at a discount from their face amount. When the Company issues debt securities, which bear interest at rates that are lower than market rates, the Company recognizes a discount, which is offset against the carrying value of the debt. Such discount from the face value of the debt, together with the stated interest on the instrument, is amortized over the life of the instrument through periodic charges to income.

In addition, certain conversion features are recognized as beneficial conversion features to the extent the conversion price as defined in the convertible note is less than the closing stock price on the issuance of the convertible notes.

Fees incurred in the placement of the convertible notes are deferred and recognized over the life of the debt agreement as an adjustment to interest expense using the interest method.

F-8

Shamika 2 Gold, Inc.

An Exploration Stage Company

Notes to Condensed Consolidated Financial Statements

~~March~~June 3130, 2012

(unaudited)

2.	Significant Accounting Policies (continued)

m)	Recent Accounting Pronouncements

Fair Value Measurements and Disclosures ASC 820, Improving Disclosures about Fair Value Measurements: In January 2010, the Financial Accounting Standards Board (FASB) issued accounting guidance intended to improve disclosures related to fair value measurements. This guidance requires significant transfers in and out of Level 1 and Level 2 fair value measurements to be disclosed separately along with the reasons for the transfers. Additionally, in the reconciliation for the fair value measurements using significant unobservable inputs (Level 3), information about purchases, sales, issuances and settlements must be presented separately (cannot net as one number). This guidance also provides clarification for existing disclosures on (i) level of disaggregation and (ii) inputs and valuation techniques. In addition, this guidance includes conforming amendments for employers’ disclosure of postretirement benefit plan assets. ~~This~~The ~~guidance~~Company ~~was~~adopted ~~effective~~January ~~for interim and annual reporting periods beginning after December 15~~1, ~~2009,~~2011 ~~except for the disclosures about purchases, sales, issuances~~ and ~~settlements in~~ the ~~roll-forward of activity in Level 3 fair value measurements. Those disclosures are required for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The~~ adoption of ASC 820 did not have a material impact on the Company’s consolidated results of operations or financial position.

In May 2011, the FASB issued an Accounting Standards Update on fair value measurements that clarifies the application of existing guidance and disclosure requirements, changes certain fair value measurement principles, and requires additional disclosures about fair value measurements. The adoption of this guidance did not have a material impact on its financial statements.

n) ~~Reclassification~~Reclassifications

Certain amounts for the three ~~months~~and six months ended ~~March~~June 3130, 2011 have been reclassified to conform to the current ~~reporting~~operating format.

~~F-9~~3. Discontinued Operations

~~Shamika 2 Gold, Inc.~~Congo

AnDuring ~~Exploration~~the ~~Stage~~fourth quarter of 2010, the Company decided to abandon its efforts on the Congo property. The Company incurred a gain on disposal of $3,497 during the three months ended June 30, 2011 and a net loss of $22,503 relating to this discontinued operation during the six months ended June 30, 2011.

~~Notes to Condensed Consolidated Financial Statements~~Cambodia

~~March~~In 31the fourth quarter of 2011, ~~2012~~due to the inability of the Company to raise the required financing needed to obtain the permits and further the Cambodia project, the Share Exchange Agreement was nullified and the project was discontinued.

~~(unaudited)~~As of June 30, 2012 and December 31, 2011 there were no assets or liabilities of discontinued operations.

~~3. Discontinued Operations~~F-9

~~Congo~~Shamika 2 Gold, Inc.

~~During~~An ~~the~~Exploration ~~fourth~~Stage ~~quarter of 2010, the~~ Company ~~decided to abandon its efforts on the Congo property. The Company incurred expenses of $26,000 relating to this discontinued operation during the three months ended March 31, 2011.~~

~~Cambodia~~Notes to Condensed Consolidated Financial Statements

InJune ~~the fourth quarter of 2011~~30, due to the inability of the Company to raise the required financing needed to obtain the permits and further the Cambodia project, the Share Exchange Agreement was nullified and the project was discontinued.2012

~~As of March 31, 2012 and December 31, 2011 there were no assets or liabilities of discontinued operations.~~(unaudited)

~~The~~3. ~~following~~Discontinued ~~table~~Operations ~~shows the results of operations of the disposal subsidiaries for the three month periods ended March 31, 2012 and 2011:~~ (continued)

	2012		2011
Revenues	$	-	$	-
Permits & licenses		-		20,000
Other administrative costs		-		6,000
Net Loss	$	-	$	26,000

The following table shows the results of operations of the disposal subsidiaries for the three and six month periods ended June 30, 2012 and 2011:

No tax benefits were recorded on results of discontinued operations as realization of such does not meet recognition criteria.


	For the three months ended June 30, 2012		For the three months ended June 30, 2011			For the six months ended June 30, 2012		For the six months ended June 30, 2011
Revenues	$	-	$	-		$	-	$	-

Permits & licenses		-		-			-		20,000

Other administrative costs		-		-			-		6,000

Gain on disposal		-		(3,497	)				(3,497	)

Net (gain) loss	$	-	$	(3,497	)	$	-	$	22,503

4. No ~~Mining~~tax ~~Projects~~benefits were recorded on results of discontinued operations as realization of such does not meet recognition criteria.

~~Montclerg-Quebec – this project was acquired in 2011 in exchange for the issuance of $350,000 worth of common shares of the Company~~4. ~~The~~ ~~initial~~Mining value was calculated as the number of shares issued multiplied by the market value on the issue date and was based on the preliminary information about the claims and the underlying mineral deposits and as a result the acquisition cost was capitalized. The Company plans to perform additional exploration to prove reserves, but as no proven and probable reserves have been documented to date, no further costs have been capitalized to date. As of March 31, 2012, the Company has not incurred the additional costs to further explore the property and has not experienced any indicators of impairment.Projects

FMontclerg-10Quebec – this project was acquired in 2011 in exchange for the issuance of $350,000 worth of common shares of the Company. The initial value was calculated as the number of shares issued multiplied by the market value on the issue date and was based on the preliminary information about the claims and the underlying mineral deposits and as a result the acquisition cost was capitalized. The Company plans to perform additional exploration to prove reserves, but as no proven and probable reserves have been documented to date, no further costs have been capitalized to date. As of June 30, 2012, the Company has not incurred the additional costs to further explore the property and has not experienced any indicators of impairment.

~~Shamika 2 Gold, Inc.~~F-10

AnShamika ~~Exploration~~2 ~~Stage~~Gold, ~~Company~~Inc.

~~Notes~~ An toExploration ~~Condensed~~Stage ~~Consolidated Financial Statements~~Company

~~March~~Notes ~~31,~~to ~~2012~~Condensed Consolidated Financial Statements

~~(unaudited)~~June 30, 2012

~~5. Related Party Balances and Transactions~~(unaudited)

~~From inception to September 30, 2011, the Company operated under a management agreement with a related party Shamika Resources, Inc~~5., ~~which~~Related isParty ~~controlled~~Balances by the Company’s former CEO, Robert Vivian. The Company had no employees or office expenses as such were provided by consultants through the management agreement with Shamika Resources, Inc. The agreement with Shamika Resources, Inc. was informal. For the three months ended March 31, 2011, the Company incurred management fees expense of $190,501 under the agreement with Shamika Resources, Inc. As of March 31, 2012 and ~~December 31, 2011, there were no outstanding amounts due to Shamika Resources Inc.~~Transactions

~~Beginning~~From ~~October~~inception 1to September 30, 2011, the ~~Company~~ isCompany ~~operating~~operated under ana ~~informal~~management ~~consulting~~ agreement with ~~Henry~~a ~~Riedl~~related party Shamika Resources, Inc., which is controlled by the Company’s former ~~current~~ CEO, Robert Vivian. ~~During~~The ~~the~~Company ~~three~~had ~~months~~no employees or office expenses as such were provided by consultants through the management ~~ending~~agreement ~~March~~with 31Shamika Resources, ~~2012~~Inc. The agreement with Shamika Resources, Inc. was informal. For the six months ended June 30, 2011, the Company incurred management fees expense of $22468,~~250~~811 under the ~~consulting~~ agreement with ~~Henry~~Shamika ~~Riedl~~Resources, Inc. As of ~~March~~June 3130, 2012 and December 31, 2011, ~~$54,625~~there ~~and~~were ~~$33,625,~~no ~~respectively,~~outstanding isamounts ~~recorded~~due asto ~~accounts~~Shamika ~~payable-related~~Resources ~~party under the agreement with Mr~~Inc. ~~Riedl.~~

~~Related~~Beginning ~~party~~October ~~payables~~1, ~~are~~2011, ~~recorded~~the atCompany ~~their~~is ~~cost~~operating under an informal consulting agreement with Henry Riedl, ~~are~~the ~~non-interest~~Company’s ~~bearing~~current CEO. During the six months ending June 30, ~~unsecured~~2012, the Company incurred expense of $52,500 under the consulting agreement with Henry Riedl. As of June 30, 2012 and December ~~have~~31, no2011, ~~specific~~$65,488 ~~terms~~and ~~for~~$33,625, ~~repayment~~respectively, is recorded as accounts payable-related party under the agreement with Mr. Riedl.

6.Related ~~Share~~party ~~Capital~~payables are recorded at cost, are non-interest bearing, unsecured and have no specific terms for repayment.

~~From January 3, 2012 to January 9, 2012 Asher Enterprises converted a portion of Convertible Note (Asher #4), face value $13,200, into Common stock~~6. ~~The~~Share ~~conversion resulted in the Company issuing 60,419,397 Common shares.~~Capital

From January 3, 2012 to January 69, 2012 ~~Coventry~~Asher Enterprises converted a portion of a Convertible Note (Asher #4), face value $1513,~~656~~200, into Common stock. The conversion resulted in the Company issuing 6160,~~423~~419,~~285~~397 Common shares.

~~Summary~~From January 3, 2012 to January 6, 2012 Coventry Enterprises converted a portion of ~~Warrants~~a ~~Outstanding~~Convertible Note, face value $15,656, into Common stock. The conversion resulted in the Company issuing 61,423,285 Common shares.

	Warrants Outstanding		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding December 31, 2011		458,337		.46		-
Issued		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding March 31, 2012		458,337		.46		-

On May 10, 2012, the Company issued an aggregate of 50,000 shares of the Company’s Series A Convertible Preferred Stock in consideration for past unpaid services and valuable contributions of certain officers and directors. The Series A Preferred Stock convert at the rate of 10 shares of Common Stock for each share of Series A Preferred Stock converted. Each holder of Series A Preferred Stock shall be entitled to vote on all matters to which shareholders of the Corporation are entitled to vote and shall be entitled to 10,000 votes for each share of Series A Preferred Stock held. The fair value of the convertible preferred stock issuance was determined to be approximately $600.

~~The~~On ~~remaining~~June ~~average~~20, ~~contractual~~2012, ~~life~~the Company filed a Certificate of ~~warrants~~Amendment ~~outstanding~~to its Articles of Incorporation increasing the number of authorized shares of the Company’s capital stock which the Company is 1authorized to issue from 310,000,000 shares, consisting of 300,000,000 shares of common stock, par value $0.7300001 (the ~~years~~“Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 ~~All~~per ~~warrants~~share ~~are~~(the ~~exercisable~~“Preferred asStock”) to 2,010,000,000 consisting of ~~March~~(a) 312,000,000,000 ~~2012~~shares of Common Stock and ~~December~~(b) 3110,000,000 ~~2011~~shares of Preferred Stock (the “Amendment”).

F-From June 21, 2012 to June 28, 2012 Coventry Enterprises converted a portion of a Convertible Note, face value $11,448, into Common stock. The conversion resulted in the Company issuing 45,585,436 Common shares.

~~Shamika~~From 2June ~~Gold~~21, ~~Inc~~2012 to June 28, 2012 Asher Enterprises converted a portion of Convertible Note (Asher #4), face value $5,700, into Common stock. The conversion resulted in the Company issuing 29,085,714 Common shares.

~~An Exploration Stage Company~~F-11

~~Notes~~Shamika to2 ~~Condensed~~Gold, ~~Consolidated Financial Statements~~Inc.

~~March~~An ~~31,~~Exploration ~~2012~~Stage Company

~~(unaudited)~~Notes to Condensed Consolidated Financial Statements

7.June ~~Convertible~~30, ~~Notes~~2012

~~The Company had convertible promissory notes outstanding at March 31, 2012 and December 31, 2011 as follows:~~(unaudited)

	Notes Outstanding as of
	March 31, 2012		December 31, 2011
Asher Enterprises #4	$	21,200	$	34,400
Asher Enterprises #5		50,000		50,000
Asher Enterprises #6		8,500		8,500
Coventry	.	28,000		40,883
9134-2402 Quebec Inc.		1,250		-
		108,950		133,783
Less Debt Discount		1,063		33,326
	$	107,887	$	100,457

6.	Share Capital (continued)

~~The~~Summary ~~Company has issued various convertible notes. The notes bear interest at the rate~~ of 0%Warrants to 8% per annum and mature between January 2012 and June 2012. The Company has the option to repay the note at a premium or to pay all outstanding principal and interest at maturity. If not repaid prior to or upon maturity, the notes will automatically convert into common shares. Under the convertibility terms of the convertible promissory notes, the principal, plus accrued interest can be converted at any time or upon maturity, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company. The notes contain a beneficial conversion feature which allows the holders of the notes to convert the notes into common shares of the Company at a price less than fair market value at date of conversion. This amount is recorded as a discount to the principal amount of the notes and is amortized to interest expense utilizing the straight-line method over the term of the related note as the results are not materially different from those which would result from the interest method. As of March 31, 2012 and December 31, 2011 $1,063 and $33,326, respectively, remained in unamortized discount associated with the beneficial conversion feature. During the three months ended March 31, 2012, the Company recognized interest expense on the notes of $34,578 which was comprised of $148 in contractual interest, $32,263 in amortization of the debt discount and $2,167 in amortization of financing costs. During the three months ended March 31, 2011, the Company recognized interest expense on the notes of $72,570 which was comprised of $3,633 in contractual interest, $43,050 in amortization of the debt discount and $25,887 in amortization of financing costs.Outstanding

8. Commitments and Contingencies

	Warrants Outstanding		Weighted Average Exercise Price		Aggregate Intrinsic Value
Outstanding December 31, 2011		458,337		.46		-
Issued		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding June 30, 2012		458,337		.46		-

~~From time to time, we are involved in claims and suits that arise in the ordinary course of our business~~7. ~~Although~~Convertible management currently believes that resolving any such claims against us will not have a material adverse impact on our business, financial position or results of operations, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future.Notes

~~F-12~~The remaining average contractual life of warrants outstanding is 1.48 years. All warrants are exercisable as of June 30, 2012 and December 31, 2011.

~~Shamika~~The 2Company ~~Gold~~had convertible promissory notes outstanding at June 30, ~~Inc.~~2012 and December 31, 2011 as follows:

An Exploration Stage Company

	Notes Outstanding as of
	June 30, 2012		December 31, 2011

Asher Enterprises #4	$	15,500	$	34,400
Asher Enterprises #5		50,000		50,000
Asher Enterprises #6		8,500		8,500
Asher Enterprises #7		22,500		-
Asher Enterprises #8		55,000		-
Coventry		16,552		40,883
9134-2402 Quebec Inc.		20,493		-

		188,545		133,783
Less Debt Discount		60,530		33,326
	$	128,015	$	100,457

~~Notes~~The Company has issued various convertible notes. The notes bear interest at the rate of 0% to ~~Condensed~~8% ~~Consolidated~~per ~~Financial~~annum and mature between January 2012 and April 2013. The Company has ~~Statements~~the option to repay the note at a premium or to pay all outstanding principal and interest at maturity. If not repaid prior to or upon maturity, the notes will automatically convert into common shares. Under the convertibility terms of the convertible promissory notes, the principal, plus accrued interest can be converted at any time or upon maturity, at the option of the holder, either in whole, or in part, into fully paid common shares of the Company. The notes contain a beneficial conversion feature which allows the holders of the notes to convert the notes into common shares of the Company at a price less than fair market value at date of conversion. This amount is recorded as a discount to the principal amount of the notes and is amortized to interest expense utilizing the straight-line method over the term of the related note as the results are not materially different from those which would result from the interest method. As of June 30, 2012 and December 31, 2011

~~March 31, 2012~~F-12

~~(unaudited)~~Shamika 2 Gold, Inc.

9.An ~~Subsequent~~Exploration ~~events~~Stage Company

InNotes ~~April 2012, the Company received approximately $20,000 in convertible note proceeds. The notes bear interest at 8% and are due in 9 months. The notes are convertible at a 50% discount~~ to ~~market~~Condensed ~~value,~~Consolidated ~~with a minimum conversion price of $0.01 per share if not repaid in full prior to maturity.~~Financial Statements

OnJune ~~April 26~~30, 2012~~, Mr. Terence Ortslan was appointed to the Board of Directors and Mr. Kim Koffel, Director, was appointed as Chief Operating Officer of the Company.~~

On May 1, 2012 the Company issued a Secured Convertible Note in the amount of $22,500 to Asher Enterprises Inc. due January 30, 2013 and bearing interest at the rate of 8% per annum. The note is convertible into common shares of the Company at any time from May 1, 2012 and ending on the complete satisfaction of the Note. The conversion price shall equal the Variable Conversion Price defined as 58% multiplied by the Market Price defined as the average of the lowest 3 Trading Prices on the OTCBB during the 10 day trading period ending one day prior to the date of Conversion Notice. In the event of default, the Note is immediately payable. The minimum amount due in default is 150% x (~~outstanding principal + unpaid interest~~unaudited).

On7. ~~May 10, 2012, the Company issued an aggregate of 50,000 shares of the Company’s Series A~~ Convertible ~~Preferred~~Notes ~~Stock~~ (~~the “Series A Preferred Stock”~~continued) in consideration for past unpaid services and valuable contributions of certain officers and directors of the Company as follows: 5,000 to Terence Ortslan, 22,500 to Henry Riedl and 22,500 to Kim Koffel. The Series A Preferred Stock convert at the rate of 10 shares of Common Stock for each share of Series A Preferred Stock converted.

~~Management~~$60,530 ~~performed~~and an$33,326, ~~evaluation~~respectively, ofremained in unamortized discount associated with the beneficial conversion feature. During the six months ended June 30, 2012, the Company’s ~~activity~~recognized ~~through~~interest ~~the~~expense ~~date~~on ~~these~~the ~~financials~~notes ~~were~~of ~~issued~~$43,787 towhich ~~determine~~was ifcomprised ~~they~~of ~~must~~$2,271 bein ~~reported. The~~contractual ~~Management~~interest, $39,116 in amortization of the debt discount and $2,400 in amortization of financing costs. During the six months ended June 30, 2011, the Company ~~determined~~recognized ~~that~~interest ~~there~~expense ~~were~~on nothe ~~other~~notes ~~reportable~~of ~~subsequent~~$192,780 ~~events~~which towas becomprised ~~disclosed~~of $27,772 in contractual interest, $147,868 in amortization of the debt discount and $17,140 in amortization of financing costs.

FIn April 2012, the Company received $20,493 in convertible note proceeds from 9134-132402 Quebec Inc. The note bears interest at 8% and is due in 9 months. The note is convertible at a 50% discount to market value, with a minimum conversion price of $0.01 per share if not repaid in full prior to maturity. If not repaid in full at maturity or converted into shares, the note will continue to accrue interest at 8% until it is repaid or converted.

~~ITEM~~On 2May 1, 2012 the Company issued a Secured Convertible Note in the amount of $22,500 to Asher Enterprises Inc. ~~MANAGEMENT’S~~due ~~DISCUSSION~~January ~~AND~~30, ~~ANALYSIS~~2013 OFand ~~FINANCIAL~~bearing ~~CONDITION~~interest ~~AND~~at ~~RESULTS~~the OFrate ~~OPERATIONS~~of 8% per annum. The note is convertible into common shares of the Company at any time from May 1, 2012 and ending on the complete satisfaction of the Note. The conversion price shall equal the Variable Conversion Price defined as 58% multiplied by the Market Price defined as the average of the lowest 3 Trading Prices on the OTCBB during the 10 day trading period ending one day prior to the date of Conversion Notice. In the event of default, the Note is immediately payable. The minimum amount due in default is 150% x (outstanding principal + unpaid interest).

~~The~~On ~~following~~June ~~discussion~~21, ~~should~~2012 bethe ~~read~~Company issued a Secured Convertible Note in ~~conjunction~~the ~~with~~amount ~~our~~of ~~Financial~~$55,000 ~~Statements~~to Asher Enterprises Inc. due March 22, 2013 and ~~Notes~~bearing ~~thereto~~interest ~~included~~at ~~herein~~the ~~beginning~~rate of 8% per annum. The note is convertible into common shares of the Company at any time from June 21, 2012 and ending on ~~page~~the ~~F-1~~complete satisfaction of the Note. The conversion price shall equal the Variable Conversion Price defined as 55% multiplied by the Market Price defined as the average of the lowest 3 Trading Prices on the OTCBB during the 10 day trading period ending one day prior to the date of Conversion Notice. In the event of default, the Note is immediately payable. The minimum amount due in default is 150% x (outstanding principal + unpaid interest).

~~References in this Quarterly Report on Form 10-Q (the “Quarterly Report”) to “we”, “us,” “our,” “the Company,” “Shamika” mean Shamika 2 Gold, Inc~~8. ~~and~~Commitments ~~our subsidiaries, unless the context otherwise requires. Forward-looking statements discuss matters that are not historical facts~~ and can be identified by the use of words such as “believes,” “expects,” “anticipates,” “intends,” “estimates,” “projects,” “can,” “could,” “may,” “will,” “would” or similar expressions.Contingencies

~~Although~~From ~~these~~time ~~forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known~~ to ~~us.~~ ~~Forward-looking statements are inherently subject to risks and uncertainties~~time, ~~many~~we ~~of which~~ are ~~beyond~~involved ~~our control. As a result,~~in ~~our~~claims ~~actual~~and ~~results~~suits ~~could~~that ~~differ~~arise ~~materially from those anticipated~~ in ~~these~~the ~~forward-looking~~ordinary ~~statements~~course ~~as a result~~ of ~~various~~our ~~factors, including those set forth below under the caption “Risk Factors~~business.” ~~For~~Although ~~these~~management ~~statements,~~currently webelieves ~~claim~~that ~~the~~resolving ~~protection of~~any ~~the~~such ~~safe~~claims ~~harbor~~against ~~for~~us ~~forward-looking~~will ~~statements~~not ~~contained~~have ina ~~the~~material ~~Private~~adverse ~~Securities~~impact ~~Litigation Reform Act of 1995. You should not unduly rely~~ on ~~these~~our ~~forward-looking statements~~business, ~~which~~financial ~~speak~~position ~~only~~or asresults of ~~the~~operations, ~~date on which they were made. They give our expectations~~these ~~regarding~~matters ~~the future but~~ are ~~not~~subject ~~guarantees. We undertake no obligation~~ to ~~update~~inherent ~~publicly~~uncertainties orand ~~revise~~management’s ~~any~~view ~~forward-looking statements, whether as a result~~ of ~~new~~these ~~information,~~matters ~~future~~may ~~events~~change orin ~~otherwise,~~the ~~unless required by law~~future.

~~General~~9. ~~Overview~~Subsequent ~~of Business~~events

~~Shamika~~From 2July ~~Gold~~2, ~~Inc.~~2012 isto ~~engaged~~July in17, ~~the~~2012 Coventry ~~business~~Enterprises ofconverted ~~acquiring~~a ~~and~~portion ~~exploring~~of ~~mining~~a ~~properties~~Convertible ~~principally~~Note, ~~located~~face invalue ~~Quebec~~$13, ~~Canada~~349, ~~with~~into ~~the~~Common ~~objective~~stock. ofThe ~~identifying gold~~conversion ~~and~~resulted ~~mineralized~~in ~~deposits~~the ~~economically~~Company issuing ~~worthy of continued production and/or subsequent development~~96,406,429 ~~mining~~Common ~~or sale~~shares.

~~Results~~From July 2, 2012 to July 23, 2012 Asher Enterprises converted a portion of ~~Operations~~Convertible Note (Asher #4), face value $15,500 and interest of $2,000, into Common stock. The conversion resulted in the Company issuing 160,277,779 Common shares. As of July 23, 2012 Note #4 has been repaid in full.

~~Three~~On ~~Months~~July ~~Ended March 31~~25, 2012 Asher Enterprises converted ~~Compared~~a toportion ~~Three~~of ~~Months~~Convertible ~~Ended~~Note ~~March~~(Asher 31#5), ~~2011~~face value $4,000, into Common stock. The conversion resulted in the Company issuing 28,571,429 Common shares.

~~The~~On ~~Company~~July ~~had~~10, ~~no revenue during the first quarters of~~ 2012 ~~and 2011~~, ~~and has had no revenue from operations since its inception. We have only commenced~~ the ~~exploration~~Board ~~stage~~ of ~~our business and can provide no assurance that we will discover economic mineralization on properties, or if such minerals are~~Directors ~~discovered,~~of ~~that~~the weCompany ~~will~~approved ~~entire~~a ~~into~~resolution ~~commercial~~to ~~production.~~change Wethe doname ~~not~~of ~~anticipate~~the ~~earning~~Company ~~revenues~~to ~~for~~RKO ~~the~~Resources ~~foreseeable future~~Inc.

The operating loss for the three months ended March 31, 2012 was $28,101, compared to $234,855 for the three months ended March 31, 2011. The $206,754 decrease in operating loss is due to lower management fees and legal and professional fees. The Company was reorganized in 2012 resulting in much lower overhead. Staff has been reduced to one person and overhead expenses have been reduced to a bare minimum. Also, the Management agreement with Shamika Resources was terminated in September 2011 resulting in no management fees to Shamika Resources, Inc. for the three months ended March 31, 2012. In the first quarter of 2011, the Company incurred costs of initial setup resulting in higher than usual professional fees.F-13

~~Other~~ITEM ~~expenses for the three months ended March 31, 2012 and 2011 consist of interest expense~~2. ~~Interest~~MANAGEMENT’S ~~expense~~DISCUSSION ~~for~~AND ~~the~~ANALYSIS ~~three~~OF ~~months~~FINANCIAL ~~ended~~CONDITION ~~March~~AND ~~31,~~RESULTS ~~2012~~OF and 2011 totaled $34,578 and $72,570, respectively. The decrease of $37,992 is due to the reduction in notes payable due to conversions, and the reduction of amortization of debt discount and deferred financing fees as notes have approached maturity.OPERATIONS

4The following discussion should be read in conjunction with our Financial Statements and Notes thereto included herein beginning on page F-1.

~~There~~References ~~was~~in nothis ~~loss~~Quarterly ~~from~~Report ~~discontinued operations~~on ~~for~~Form 10-Q (the ~~three~~“Quarterly ~~months~~Report”) ~~ended~~to ~~March~~“we”, 31“us,” ~~2012.~~“our,” ~~During~~ “the ~~fourth~~Company,” “Shamika” ~~quarter~~mean ofShamika ~~2010~~2 Gold, ~~the~~Inc. ~~Company~~and ~~decided~~our tosubsidiaries, ~~abandon~~unless ~~its~~the ~~efforts~~context onotherwise ~~the~~requires. Forward-looking statements ~~Congo~~discuss ~~property~~matters that are not historical facts and ~~the~~can ~~Company~~be ~~incurred~~identified ~~expenses~~by ofthe ~~$26,000~~use ~~relating~~of towords ~~this~~such ~~discontinued~~as ~~operation~~“believes,” ~~during~~“expects,” “anticipates,” ~~the~~“intends,” ~~three~~“estimates,” ~~months~~“projects,” ~~ended~~“can,” “could,” ~~March~~“may,” 31“will,” ~~2011~~“would” or similar expressions.

~~Net~~Although ~~loss~~these forward-looking statements reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result, our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the ~~three~~Private ~~months~~Securities ~~ended~~Litigation ~~March~~Reform Act of 1995. You should not 31unduly rely on these forward-looking statements, ~~2012~~which ~~and~~speak ~~2011~~only ~~was~~as ~~$62~~of the date on which they were made. They give our expectations regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements,~~679~~ whether ~~and~~as ~~$333~~a result of new information,~~425~~ future events or otherwise, ~~respectively~~unless required by law.

~~Critical~~General ~~Accounting~~Overview ~~Policies~~of ~~and Estimates~~Business

InShamika ~~the~~2 ~~first~~Gold, ~~quarter~~Inc. ofis ~~2012,~~engaged ~~there~~in ~~were~~the nobusiness ~~significant~~of ~~changes~~acquiring toand ~~our~~exploring ~~critical~~mining ~~accounting~~properties ~~policies~~principally ~~and~~located ~~estimates~~in ~~from~~Quebec, ~~those~~Canada, ~~disclosed~~with in the ~~section~~objective ~~“Management’s~~of identifying ~~Discussion~~gold and ~~Analysis~~mineralized ofdeposits ~~Financial~~economically ~~Condition~~worthy ~~and Results~~ of ~~Operations”~~continued inproduction ~~our~~and/or ~~annual~~subsequent ~~report~~development, onmining ~~Form~~or ~~10-K for the year ended December 31, 2011~~sale.

~~Employees~~Results of Operations

AsThree ofand ~~March~~Six ~~31,~~Months ~~2012,~~Ended ~~the~~June ~~Company had no~~30, ~~full~~2012 ~~time~~Compared ~~employees~~to asThree ~~operations~~and ~~are~~Six ~~provided~~Months ~~for~~Ended ~~through~~June a30, ~~management contract with a related party. The Company anticipates that it will be conducting most of its business through agreements with consultants and third parties.~~2011

~~Description~~The Company had no revenue during the three and six-month periods of ~~S2G’s~~2012 ~~Properties~~and 2011, and has had no revenue from operations since its inception. We have only commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on properties, or if such minerals are discovered, that we will entire into commercial production. We do not anticipate earning revenues for the foreseeable future.

~~Description~~The operating loss for the three and six months ended June 30, 2012 was $74,148 and $102,249, respectively, as compared to $2,167,436 and $2,402,291 for the three and six month period ended June 30, 2011, respectively. The decrease in operating loss is primarily due to lower management fees, consulting fees and legal and professional fees. The Company was reorganized in 2012 resulting in much lower overhead. Staff has been reduced to one person and overhead expenses have been reduced to a bare minimum. Also, the Management agreement with Shamika Resources was terminated in September 2011 resulting in no management fees to Shamika Resources, Inc. for the three and six months ended June 30, 2012. In the first quarter of ~~Montclerg~~2011, the Company incurred costs of initial setup resulting in higher than usual professional fees.

~~This~~Other ~~project~~expenses isfor ~~situated~~the onthree ~~lands~~and ~~close~~six months toended ~~the~~June ~~town~~30, of2012 ~~St-Augustin~~and de2011 ~~Woburn~~consist inof aninterest ~~area~~expense. ~~known~~Interest asexpense for the ~~Eastern~~three ~~Townships~~and six months ended June 30, ~~which~~2012 iswas $9,209 ~~approximately~~and ~~200~~$43,787, ~~kilometres~~respectively, ~~east~~as ofcompared ~~Montreal~~to $120, ~~Canada.~~210 ~~The~~and ~~property~~$192,780 ~~consists~~for ofthe 23three ~~mineral~~and ~~claims~~six ~~having~~months anended ~~area~~June of30, 172011, respectively.5 The ~~square~~decrease ~~kilometres.~~is ~~Our~~due ~~business~~to ~~plan~~the ~~calls~~reduction ~~for~~in ~~the~~notes ~~completion of~~payable adue ~~43-101~~to ~~report~~conversions, and athe ~~program~~reduction of ~~further~~amortization ~~exploration~~of todebt ~~determine~~discount ~~if proven~~ and deferred ~~probable~~financing ~~reserves~~fees ~~exist~~as onnotes ~~the~~have ~~property~~approached maturity.

~~This property has no known reserves and the proposed program is exploratory in nature. There are no current detailed plans to conduct exploration on the property.~~4

~~Mineralization:~~There was no loss from discontinued operations for the three and six months ended June 30, 2012. During the fourth quarter of 2010, the Company decided to abandon its efforts on the Congo property. The Company realized a gain on disposal of $3,497 relating to this discontinued operation during the three months ended June 30, 2011. The loss from discontinued operations for the six months ended June 30, 2011 was $22,503.

~~Montclerg~~Net ~~Property~~loss for the three and six months ended June 30, 2012 was $83,357 and $146,036, respectively, as compared to net loss of $2,284,149 and $2,617,574 for the three and six months ended June 30, 2011, respectively.

~~This~~Critical ~~project~~Accounting isPolicies ~~situated~~and on lands close to the town of St-Augustin de Woburn in an area known as the Eastern Townships, which is approximately 200 kilometres east of Montreal. The property consists of 23 mineral claims having an area of 17.5 square kilometres. There are no infrastructures nor sources of power present on the property.Estimates

~~Preliminary~~In ~~surveys have found traces of gold on~~ the ~~property~~first ~~and~~six itmonths ~~is recommended that we undertake additional investigation to localise and determine the extent~~ of ~~the source. Property brooks Arnold Morin is located about 200 km east of Montreal and 35 km south of Lake Township Megantic in Woburn~~2012, there ~~about~~were 15no kmsignificant ~~south~~changes ofto ~~the~~our ~~village~~critical ofaccounting ~~St-Augustin~~policies ~~de Woburn (maps 1: 50 000 sheets 21 th / 21 th~~ and 2estimates /from ~~7).~~those ~~Canada~~disclosed border - the U.S. is located near the eastern boundaries of the property. The property covers a total area of approximately 1750 hectares divided into a block of 41 contiguous lots. Property is situated in the ~~southern~~section ~~Quebec Appalachians, either in the region of the Megantic.~~“Management’s ~~Property~~Discussion ~~sector includes, among other things, the massive Lake Chains~~ and ~~granite~~Analysis ~~Devinien Lake to spiders. The formation~~ of ~~the Arnold~~Financial ~~River,~~Condition ~~part~~and ofResults ~~the Chain Lakes massif, is regarded as a scale~~ of ~~Grenville.~~Operations” ~~The rock formation is stuck~~ in aour ~~thrust~~annual ~~fault against~~report ~~the~~on ~~mixing~~Form ~~unit Cambro~~10-~~Ordovician.~~K Itfor ~~consists~~the ~~of a mixture of meta-crystalline gray sandstone, more or less dark grained~~year ~~ranging~~ended ~~from~~December ~~fine to medium. We also find granitic gneisses and quartzo-feldspathic granulites (Cheve~~31, ~~1978)~~2011. ~~The thickness of this formation may reach several kilometres in the southern part of Quebec.1~~

An inspection of the Morin placer occurred on November 3 and 4, 2010. Two pannings were done in favourable places for gold deposition. Two gold nuggets were found in the second panning. The SM analysis suggests that the gold is coming from a regolith. This hypothesis is possible since the river valley is perpendicular to the main glacial flow in a similar way as Gilbert River and Mining brook, where gold-bearing placers are known. The valley is of SW-NE orientation. It is this orientation (perpendicular to the main glacial flow) that preserved the pre-Johnville sediments at Mining brook and at Gilbert River.Employees

5As of June 30, 2012, the Company had no full time employees as operations are provided for through a management contract with a related party. The Company anticipates that it will be conducting most of its business through agreements with consultants and third parties.

Description of ~~the~~S2G’s ~~Net Smelter Royalty Agreement in the Montclerg property:~~Properties

~~"Net~~Description ~~Smelter Returns" shall mean gross revenues received from the sale by the Owner~~ of ~~all ore mined from the Property and from the sale by the Owner of concentrate, ore, metal and products derived from ore mined from the Properties, after deduction of the following:~~Montclerg

·This ~~all~~project ~~smelting~~is ~~and~~situated ~~refining~~on ~~costs,~~lands ~~sampling,~~close to ~~assaying~~the ~~and~~town ~~treatment~~of ~~charges~~St-Augustin ~~and~~de ~~penalties~~Woburn ~~including~~in ~~but~~an ~~not~~area ~~limited~~known toas ~~metal~~the ~~losses~~Eastern Townships, ~~penalties~~which ~~for~~is ~~impurities~~approximately ~~and~~200 ~~charges~~kilometres ~~for~~east ~~refining~~of Montreal, Canada. ~~selling~~The ~~and~~property ~~handling~~consists byof ~~the~~23 ~~smelter,~~mineral ~~refinery~~claims orhaving ~~other~~an ~~purchaser~~area ~~(including~~of ~~price~~17.5 ~~participation~~square ~~charges~~kilometres. byOur ~~smelters~~business plan calls for the completion of a 43-101 report and~~/or~~ ~~refiners);~~a program of further exploration to determine if proven and probable reserves exist on the property.

·This ~~costs~~property ofhas ~~handling,~~no ~~transporting,~~known ~~securing~~reserves and ~~insuring such material from~~ the ~~Properties~~proposed orprogram ~~from~~is aexploratory ~~concentrator,~~in ~~whether~~nature. ~~situated~~There onare orno ~~off~~current ~~the~~detailed ~~Properties,~~plans to aconduct ~~smelter,~~exploration ~~refinery~~on ~~or other place of treatment, and in~~ the ~~case of gold or silver concentrates or doré, security costs; and~~property.

~~· sales and other taxes based upon sales or production, but not income taxes pursuant to federal, provincial or territorial tax legislation; and~~Mineralization:

·Montclerg ~~marketing costs, including sales commissions, incurred in selling ore mined from the Properties and from concentrate, dolt, metal and products derived from ore mined from the Properties.~~Property

~~Exploration~~This ~~program:~~project is situated on lands close to the town of St-Augustin de Woburn in an area known as the Eastern Townships, which is approximately 200 kilometres east of Montreal. The property consists of 23 mineral claims having an area of 17.5 square kilometres. There are no infrastructures nor sources of power present on the property.

~~The~~Preliminary ~~Montclerg~~surveys have found traces of gold on the property and it is recommended that we undertake additional investigation to localise and determine the extent of the source. Property brooks Arnold Morin is located about 200 km east of Montreal and 35 km south of Lake Township Megantic in Woburn, about 15 km south of the village of St-Augustin de Woburn (maps 1: 50 000 sheets 21 th / 21 th and 2 / 7). Canada border - the U.S. is located near the eastern boundaries of the property. The property covers a ~~“grass~~total ~~roots”~~area of approximately 1750 hectares divided into a block of 41 contiguous lots. Property is situated in the southern Quebec Appalachians, either in the region of the Megantic. WeProperty ~~plan~~sector toincludes, ~~spend~~among ~~$500~~other things,~~000~~ onthe ~~test~~massive ~~drilling~~Lake Chains and granite Devinien Lake to spiders. The formation of the Arnold River, part of the Chain Lakes massif, is regarded as a scale of Grenville. The rock formation is stuck in ~~preparing~~a thrust fault against the mixing unit Cambro-Ordovician. It consists of a 43mixture of meta-~~101~~crystalline ~~report~~gray sandstone, more or less dark grained ranging from fine to medium. We also find granitic gneisses and quartzo-feldspathic granulites (Cheve, 1978). The thickness of this formation may reach several kilometres in the southern part of Quebec.1

1An ~~Prospect~~inspection ~~Report,~~of ~~Projet~~the ~~Ruisseau-~~Morin, ~~par~~placer ~~Bertrand~~occurred ~~Brassard,~~on ~~Géologue~~November 3 and 4, M2010. ScTwo pannings were done in favourable places for gold deposition. Two gold nuggets were found in the second panning. The SM analysis suggests that the gold is coming from a regolith. This hypothesis is possible since the river valley is perpendicular to the main glacial flow in a similar way as Gilbert River and Mining brook, ~~January~~where ~~1994~~gold-bearing placers are known. The valley is of SW-NE orientation. It is this orientation (perpendicular to the main glacial flow) that preserved the pre-Johnville sediments at Mining brook and at Gilbert River.

~~Liquidity and Capital Resources~~5

AtDescription ~~March 31, 2012, our cash was $0 and we had current liabilities~~ of ~~$427,309. Since our inception on January 13, 2010, to~~ the ~~end~~Net ofSmelter ~~the~~Royalty ~~period ended March~~Agreement ~~31,~~in ~~2012,~~the weMontclerg ~~have incurred losses of $3,262,708. We attribute our net loss to having no revenues to offset our operating expenses.~~property:

We"Net ~~have~~Smelter noReturns" ~~cash~~shall ~~flow~~mean ~~from~~gross ~~operations and~~revenues doreceived ~~not~~from ~~have~~the ~~cash~~sale toby ~~meet~~the ~~our~~Owner ~~current~~of ~~liabilities~~all ~~nor~~ore ~~our~~mined ~~operational~~from ~~requirements~~the ~~for~~Property and from the ~~next~~sale 12by ~~months.~~the InOwner ~~addition~~of weconcentrate, ~~will~~ore, ~~also~~metal beand ~~required~~products toderived ~~raise~~from ~~additional~~ore ~~working~~mined ~~capital~~from ~~to fund~~ the ~~exploration~~Properties, ~~and~~after ~~development~~deduction ~~plans~~of asthe ~~discussed above.~~following:

We· ~~have~~all nosmelting ~~assurance that future financings will be available to us on acceptable terms. If financing is not available to us on acceptable terms, we may be unable to continue our operations. Should our costs~~ and ~~expenses~~refining ~~prove to be greater than we currently anticipate, or should we change our current Plan of Mining Operations in a manner that will increase or accelerate our anticipated~~ costs ~~and expenses~~, ~~such as through the acquisition of new properties~~sampling, ~~the~~assaying ~~depletion~~and oftreatment ~~our~~charges ~~working~~and ~~capital~~penalties ~~would~~including bebut ~~accelerated.~~not Tolimited ~~the extent that it becomes necessary~~ to ~~raise~~metal ~~additional~~losses, ~~cash~~penalties infor ~~the~~impurities ~~future as our current cash~~ and ~~working~~charges ~~capital~~for ~~resources are depleted~~refining, weselling ~~will~~and ~~seek~~handling toby ~~raise it through~~ the ~~public or private sale of debt or equity securities~~smelter, ~~the~~refinery ~~procurement of advances on contracts~~ or ~~funding~~other ~~from~~purchaser ~~joint-venture or~~(including ~~strategic~~price ~~partners,~~participation ~~debt~~charges ~~financing~~by orsmelters ~~term loans,~~ and/or arefiners); ~~combination of the foregoing. We also may seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities.~~and

We· ~~have~~costs noof ~~assurance~~handling, ~~that~~transporting, ~~future~~securing ~~financings will~~and beinsuring ~~available~~such tomaterial usfrom onthe ~~acceptable~~Properties ~~terms.~~or Iffrom ~~financing~~a isconcentrator, ~~not~~whether ~~available~~situated on or off the Properties, to usa onsmelter, ~~acceptable~~refinery ~~terms~~or other place of treatment, weand ~~may~~in bethe ~~unable~~case toof ~~continue our~~gold ~~operations.~~or silver concentrates or doré, security costs; and

6· sales and other taxes based upon sales or production, but not income taxes pursuant to federal, provincial or territorial tax legislation; and

~~ITEM~~· 3.marketing ~~QUANTITATIVE~~costs, ~~AND~~including ~~QUALITATIVE~~sales ~~DISCLOSURES~~commissions, ~~ABOUT~~incurred ~~MARKET~~in ~~RISK~~selling ore mined from the Properties and from concentrate, dolt, metal and products derived from ore mined from the Properties.

~~Not~~Exploration ~~applicable for smaller reporting companies.~~program:

~~ITEM~~The 4Montclerg property is a “grass roots”. We ~~CONTROLS~~plan ~~AND~~to ~~PROCEDURES~~spend $500,000 on test drilling and in preparing a 43-101 report.

~~(a) Evaluation of Disclosure Controls and Procedures~~_______________________

~~Management~~1 isProspect ~~responsible~~Report, ~~for~~Projet ~~establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a~~Ruisseau-~~15(f)~~Morin, ~~under~~par ~~the~~Bertrand ~~Exchange Act. This rule~~Brassard, ~~defines internal control over financial reporting as a process designed by~~Géologue, or under the supervision of Company management to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with UM.S. ~~GAAP~~Sc., January 1994

~~Based~~Liquidity ~~on this evaluation, our chief executive officer~~ and ~~principal~~Capital accounting officer concluded that, as of the end of the fiscal period ending March 31, 2012 our disclosure controls and procedures were not effective to ensure that the information required to be disclosed in reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that such information was accumulated and communicated to our chief executive officer and principal accounting officer in a manner that allowed for timely decisions regarding required disclosure.Resources

~~Management~~At ~~does~~June ~~not~~30, ~~expect~~2012, ~~that~~ our ~~Disclosure Controls~~cash ~~and~~was ~~internal controls will prevent all errors and all fraud. A control system~~$5,510 ~~no matter how well conceived~~ and ~~operated,~~ ~~can~~we ~~provide~~had ~~only~~current ~~reasonable,~~liabilities ~~not~~of ~~absolute~~$435,474. Since ~~assurance~~our ~~that~~inception ~~the~~on ~~objectives~~January ~~of the control system are met. Further~~13, ~~the design of a control system must reflect the fact that there are resource constraints~~2010, ~~and~~to the ~~benefits~~end of ~~controls must be considered relative to their costs. Because of~~ the ~~inherent~~period ~~limitations~~ended ~~in all control systems, no evaluation of controls can provide absolute assurance~~June ~~that all control issues and instances of fraud~~30, ~~if any~~2012, ~~within~~we ~~the Company~~ have ~~been~~incurred ~~detected.~~losses ~~These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because~~ of ~~a simple error or mistake. Additionally~~$3, ~~controls can be circumvented by the individual acts of some persons~~346,065. byWe ~~collusion~~attribute ofour ~~two~~net orloss ~~more~~to ~~people,~~having orno byrevenues ~~management or~~to ~~board~~offset ~~override~~our ofoperating ~~the control~~expenses.

~~The~~We ~~design~~have ~~of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be~~ no ~~assurance~~cash ~~that~~flow ~~any~~from ~~design~~operations ~~will succeed in achieving~~and ~~its~~have ~~stated~~insufficient ~~goals~~cash ~~under~~to ~~all~~meet ~~potential~~our ~~future~~current ~~conditions;~~liabilities ~~over~~nor ~~time,~~our ~~controls~~operational ~~may~~requirements ~~become~~for ~~inadequate because of changes in conditions, or~~ the ~~degree~~next of12 ~~compliance with the policies or procedures may deteriorate~~months. ~~Because~~In ofaddition ~~the~~we will ~~inherent~~also ~~limitations~~be inrequired ato ~~cost-effective control~~raise ~~system,~~additional ~~misstatements~~working ~~due~~capital to ~~error~~fund orthe ~~fraud~~exploration ~~may~~and ~~occur~~development ~~and~~plans ~~not~~as bediscussed ~~detected~~above.

~~(b)~~We –have ~~Management’s~~no ~~Report~~assurance that future financings will be available to us on ~~Internal~~acceptable ~~Control~~terms. ~~Over~~If financing is not available to us on acceptable terms, we may be unable to continue ~~Financial~~our ~~Reporting~~operations. Should our costs and expenses prove to be greater than we currently anticipate, or should we change our current Plan of Mining Operations in a manner that will increase or accelerate our anticipated costs and expenses, such as through the acquisition of new properties, the depletion of our working capital would be accelerated. To the extent that it becomes necessary to raise additional cash in the future as our current cash and working capital resources are depleted, we will seek to raise it through the public or private sale of debt or equity securities, the procurement of advances on contracts or funding from joint-venture or strategic partners, debt financing or term loans, or a combination of the foregoing. We also may seek to satisfy indebtedness without any cash outlay through the private issuance of debt or equity securities.

~~Our~~We ~~management~~have isno ~~responsible~~assurance ~~for~~that ~~establishing~~future financings ~~and~~will ~~maintaining~~be ~~adequate~~available ~~internal~~to ~~control~~us ~~over~~on ~~financial~~acceptable ~~reporting~~terms. ~~Internal~~If ~~control~~financing ~~over financial reporting~~ is ~~defined~~not inavailable ~~Rule 13a-15(f)~~to orus ~~15d-15(f)~~on ~~promulgated~~acceptable ~~under the Securities Exchange Act of 1934 as a process designed by~~terms, orwe ~~under~~may ~~the~~be ~~supervision of,~~unable ~~the company's CEO and CFO and effected by the company's board of directors, management and other personnel,~~ to ~~provide reasonable~~continue ~~assurance~~our regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statementsoperations.

7ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~Because~~Not ofapplicable ~~its~~for ~~inherent~~smaller ~~limitations, internal control over financial~~ reporting ~~may not prevent or detect misstatements~~companies. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of March 31, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.6

~~Identified~~ITEM ~~Weaknesses~~4. CONTROLS AND PROCEDURES.

~~The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board was the lack of~~ (a) ~~functioning~~Evaluation ~~audit committee due to a lack~~ of aDisclosure ~~majority~~Controls ~~of independent members~~ and ~~a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures.~~Procedures

~~·We~~Management is responsible for establishing ~~lack~~and ~~sufficient~~maintaining ~~trained~~adequate ~~personnel~~internal ~~with~~control ~~experience~~over financial reporting as defined in ~~accounting~~Rule ~~and~~13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting ~~functions~~as ~~due~~a toprocess designed by, or under the ~~size~~supervision of ~~our~~ Company management to provide reasonable assurance regarding the reliability of financial reporting and ~~our~~the ~~lack~~preparation of financial ~~resources~~statements tofor ~~pay~~external purposes ~~such~~in ~~personnel;~~accordance ~~and~~with U.S. GAAP.

~~·We~~Based on this evaluation, our chief executive doofficer ~~not~~and ~~have~~principal aaccounting ~~sufficient~~officer ~~number~~concluded that, as of ~~employees~~the end of the fiscal period ending June 30, 2012 our disclosure controls and procedures were not effective to ~~adequately~~ensure ~~segregate~~that ~~accounting~~the ~~duties~~information required to ~~provide~~be disclosed in reports we submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the applicable rules and forms, and that such information was accumulated and communicated to our chief executive officer and principal accounting officer in a manner that allowed for ~~sufficient~~timely ~~internal~~decisions ~~controls~~regarding required disclosure.

Management ~~also~~does ~~believes~~not expect that ~~the~~our ~~lack~~Disclosure ofControls aand ~~functioning~~internal ~~audit~~controls ~~committee~~will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the ~~lack~~objectives of athe ~~majority~~control system are met. Further, the design of a ~~outside~~control ~~directors~~system onmust ~~our~~reflect ~~board~~the fact that there are resource constraints, and the benefits of ~~directors~~controls ~~results~~must inbe ~~ineffective~~considered relative ~~oversight~~to intheir costs. Because of the ~~establishment~~inherent ~~and~~limitations ~~monitoring~~in ofall ~~required~~control ~~internal~~systems, no evaluation of controls can provide absolute assurance that all control issues and ~~procedures~~instances of fraud, ~~which~~if ~~could~~any, ~~result~~within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a ~~material~~simple ~~misstatement~~error or mistake. inAdditionally, ~~our~~controls ~~financial~~can ~~statements~~be incircumvented ~~future~~by ~~periods~~the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The ~~Company~~design ~~does~~of ~~not~~any ~~have~~system anof ~~adequate~~controls ~~segregation of~~also ~~duties~~is ~~due~~based toin apart ~~limited~~upon certain ~~number~~assumptions about the likelihood of ~~employees~~future ~~among~~events, ~~whom~~and ~~duties~~there can be ~~allocated. In~~no ~~particular~~assurance ~~there~~that isany ~~not~~design awill ~~segregation~~succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of ~~access~~changes toin ~~cash~~conditions, or ~~and~~the degree of compliance with the ~~ability~~policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to ~~authorize~~error or fraud may occur and ~~record~~not ~~transactions~~be detected.

(b) – Management'’s ~~Remediation~~Report ~~Initiatives~~on Internal Control Over Financial Reporting

InOur anmanagement ~~effort~~is toresponsible ~~remediate~~for ~~the identified~~establishing ~~material~~and ~~weaknesses~~maintaining ~~and~~adequate ~~other~~internal ~~deficiencies~~control ~~and~~over ~~enhance~~financial ~~our~~reporting. ~~internal~~Internal ~~controls,~~control weover ~~have~~financial ~~initiated~~reporting ais ~~plan~~defined toin ~~appoint~~Rule 13a-15(f) ~~one~~or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or ~~more~~under ~~outside~~the supervision ~~directors~~of, tothe ~~our~~company's CEO and CFO and effected by the company's board of directors, ~~who~~management ~~shall~~and beother ~~appointed~~personnel, to anprovide ~~audit~~reasonable assurance ~~committee~~regarding ~~resulting~~the reliability of financial reporting and the preparation of financial statements for external purposes in accordance awith ~~fully~~accounting ~~functioning~~principles ~~audit~~generally ~~committee~~accepted in the United States of America and includes those policies and procedures ~~who~~that: ~~will~~pertain ~~undertake~~to the ~~oversight~~maintenance of records that in reasonable detail accurately and fairly reflect the ~~establishment~~transactions and ~~monitoring~~dispositions of the assets of ~~required~~the ~~internal~~company; ~~controls~~provide ~~and~~reasonable ~~procedures~~assurance ~~such~~that transactions are recorded as ~~reviewing~~necessary to permit preparation of ~~and~~financial ~~approving~~statements ~~estimates~~in accordance with accounting principles generally accepted in the United States of America and ~~assumptions~~that receipts and expenditures of the company are being made byonly in accordance with authorizations of management and directors of the company; and provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

8Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. While we are actively seeking outside members, including candidates with accounting experience, we cannot provide any assurance that we will be successful. Given the size of our company, lack of revenues and current lack of financing to continue with our business, it is unlikely that anyone will agree to join our Board until general economic conditions and our own business prospects improve significantly.7

~~Changes~~As of June 30, 2012, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated ~~Over~~Framework ~~Financial~~issued by the Committee of Sponsoring Organizations of the Treadway ~~Reporting~~Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

~~During~~Identified the fiscal quarter ended March 31, 2012, there were no changes in our internal controls over financial reporting that we believe could materially affect, or is reasonably likely to materially affect, our internal controls over financial reporting.Weaknesses

~~This~~The ~~Quarterly~~matters ~~Report~~involving ~~does~~internal ~~not include~~controls anand ~~attestation~~procedures ~~report~~that ofour ~~the~~management ~~Company’s~~considered ~~registered~~to ~~accounting~~be ~~firm~~material ~~regarding~~weaknesses ~~internal~~under ~~control~~the ~~over~~standards ~~financial~~of ~~reporting.~~the ~~Management’s~~Public Company Accounting Oversight ~~report~~Board was ~~not~~the ~~subject~~lack of a functioning audit committee due to ~~attestation~~a bylack ~~the~~of ~~company’s~~a ~~registered~~majority ~~public~~of ~~accounting~~independent ~~firm~~members ~~pursuant~~and toa ~~temporary~~lack ~~rules~~of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required ~~SEC~~internal controls and procedures.

~~PART~~·We lack IIsufficient -trained ~~OTHER~~personnel ~~INFORMATION~~with experience in accounting and financial reporting functions due to the size of our Company and our lack of financial resources to pay such personnel; and

~~ITEM~~·We do 1.not ~~LEGAL~~have ~~PROCEEDINGS~~a sufficient number of employees to adequately segregate accounting duties to provide for sufficient internal controls.

~~From~~Management ~~time~~also tobelieves ~~time, we are involved in claims and suits~~ that ~~arise in~~ the ~~ordinary course~~ lack of ~~our~~a ~~business.~~functioning ~~Although~~audit ~~management~~committee ~~currently~~and ~~believes~~the ~~that~~lack ~~resolving~~of ~~any such claims against us will not have~~ a ~~material~~majority ~~adverse~~of ~~impact~~outside directors on our ~~business,~~board ~~financial~~of ~~position~~directors or results ofin ~~operations, these matters~~ineffective ~~are~~oversight ~~subject~~in tothe ~~inherent~~establishment ~~uncertainties~~ and ~~management’s~~monitoring ~~view~~ of ~~these~~required ~~matters~~internal ~~may~~controls ~~change~~and ~~in the future. Except as disclosed herein~~procedures, wewhich ~~are~~could ~~not~~result ~~aware~~in ofa ~~any~~ material, ~~existing~~misstatement in orour ~~pending~~financial ~~legal~~statements ~~proceedings nor are we involved as a plaintiff~~ in ~~any~~future ~~material proceeding or pending litigation~~periods.

The Company ~~was~~does ~~named~~not ashave aan ~~defendant~~adequate ~~in a civil suit commenced~~segregation inof ~~the~~duties ~~Vancouver~~due ~~Supreme~~to ~~Court,~~a ~~British~~limited ~~Columbia,~~number ~~Canada~~of inemployees anamong ~~action~~whom ~~entitled~~duties Alcan ~~Kassab~~be vallocated. In ~~Dutch~~particular ~~Gold~~there ~~Resources,~~is ~~Inc.,~~not ~~Shamika~~a segregation 2of ~~Gold,~~access ~~Inc., et. al.. The Plaintiff alleges that he was entitled~~ to ~~receive~~cash ~~400,000~~and ~~shares of~~ the ~~Company’s~~ability ~~common~~to ~~stock from~~authorize ~~the Company~~ and ~~the~~record ~~other named defendants~~transactions. ~~Dutch Gold Resources, Inc. is indemnifying the Company in the action.~~

~~ITEM~~Management's 2.Remediation ~~UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~Initiatives

~~From~~In ~~January~~an 3,effort ~~2012~~ to ~~January~~remediate 9,the ~~2012,~~identified ~~Asher~~material ~~Enterprises~~weaknesses ~~converted~~and aother ~~portion~~deficiencies ofand ~~Convertible~~enhance ~~Note~~our ~~(Asher~~internal ~~#4)~~controls, ~~face~~we ~~value~~have ~~$13,200.00,~~initiated ~~into~~a ~~Common~~plan ~~stock.~~to ~~The~~appoint ~~conversion~~one or more outside ~~resulted~~directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the ~~Company~~oversight ~~issuing~~in ~~60,419,397~~the ~~shares~~establishment and monitoring of ~~Common~~required ~~Stock~~internal controls and procedures such as reviewing and approving estimates and assumptions made by management.

~~From~~Management ~~January~~believes 3that the appointment of one or more outside directors, ~~2012~~who shall be appointed to ~~January~~a 6,fully ~~2012~~functioning audit committee, will remedy the lack of a functioning ~~Coventry~~audit ~~Enterprises~~committee ~~converted~~and a ~~portion~~lack of a ~~Convertible~~majority ~~Note~~of outside directors on our Board. While we are actively seeking outside members, including ~~face~~candidates ~~value~~with ~~$15~~accounting experience,~~655~~ we cannot provide any assurance that we will be successful.76 Given the size of our company, ~~into~~lack ~~shares~~of revenues and current lack of ~~the~~financing ~~Company’s~~to ~~Common~~continue with our business, it is unlikely that anyone will agree ~~Stock.~~to ~~The~~join ~~conversion~~our ~~resulted~~Board inuntil ~~the~~general ~~Company~~economic ~~issuing~~conditions ~~61,423,285~~and ~~shares~~our ofown ~~Common~~business ~~Stock~~prospects improve significantly.

Except as noted above, the sales of the securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant to Section 4(2) thereof and rules promulgated there under. Each of the above-referenced investors in our stock represented to us in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.8

9Changes in Internal Control Over Financial Reporting.

~~ITEM~~During 3.the ~~DEFAULTS~~fiscal ~~UPON~~period ~~SENIOR~~ended ~~SECURITIES~~June 30, 2012, there were no changes in our internal controls over financial reporting that we believe could materially affect, or is reasonably likely to materially affect, our internal controls over financial reporting.

~~None~~This Quarterly Report does not include an attestation report of the Company’s registered accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the SEC.

~~ITEM~~PART 4.II ~~MINE~~- ~~SAFETY~~OTHER ~~DISCLOSURES~~INFORMATION

~~The~~ITEM information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this annual report on Form 10-K1. ~~There~~LEGAL ~~are no current mine safety violations for the Company.~~PROCEEDINGS

~~ITEM~~From 5time to time, we are involved in claims and suits that arise in the ordinary course of our business. ~~OTHER~~Although ~~EVENTS~~management currently believes that resolving any such claims against us will not have a material adverse impact on our business, financial position or results of operations, these matters are subject to inherent uncertainties and management’s view of these matters may change in the future. Except as disclosed herein, we are not aware of any material, existing or pending legal proceedings nor are we involved as a plaintiff in any material proceeding or pending litigation.

OnThe ~~March~~Company ~~20,~~was ~~2012,~~named ~~Robert Vivian resigned~~ as ~~the~~a ~~Registrant’s~~defendant ~~President~~in ~~and~~a ~~Chief~~civil ~~Executive~~suit ~~Officer.~~commenced in Onthe ~~March~~Vancouver ~~20,~~Supreme ~~2012~~Court, ~~Robert~~British ~~Vivian~~Columbia, ~~and~~Canada ~~Terence~~in ~~Ortslan~~an ~~resigned as~~action ~~Directors~~entitled ofAl ~~the~~Kassab ~~Company~~v. OnDutch ~~March~~Gold 20Resources, ~~2012~~Inc., ~~Henry~~Shamika 2 ~~Riedl~~Gold, ~~was appointed President~~Inc., ~~Chief~~et. ~~Executive~~al.. ~~Officer,~~The ~~Interim~~Plaintiff ~~Chief~~alleges ~~Financial Officer~~that ~~and~~he ~~Director.~~was ~~Mr.~~entitled ~~Riedl~~to ~~has~~receive ~~not~~400,000 ~~been~~shares ~~involved~~of inthe ~~any~~Company’s ~~transaction~~common ~~with~~stock from the Company ~~that~~and ~~would~~the ~~require~~other ~~disclosure~~named ~~under~~defendants. ~~Item 404(a)~~Dutch ofGold Resources, Inc. is indemnifying the ~~Regulation~~Company ~~S-K~~in the action.

OnITEM ~~April 26, 2012, Mr~~2. ~~Terence~~UNREGISTERED ~~Ortslan was~~SALES ~~appointed~~OF toEQUITY ~~the~~SECURITIES ~~Board~~AND ofUSE ~~Directors~~OF ~~of the Company. On April 26, 2012, Mr. Kim Koffel was appointed Chief Operating Officer of the Company.~~PROCEEDS

OnFrom ~~May~~June 1021, 2012, ~~the~~to ~~Company~~June ~~issued~~28, an2012, Asher ~~aggregate~~Enterprises ofconverted ~~50,000~~a ~~shares~~portion of ~~the Company’s Series A~~ Convertible ~~Preferred~~Note ~~Stock~~ (~~the~~Asher ~~“Series A Preferred Stock”~~#4) in, ~~consideration~~face ~~for~~value ~~past unpaid services and valuable contributions of certain officers and directors of the Company as follows:~~ $5,~~000 to Terence Ortslan~~700.00, ~~22,500~~into toCommon ~~Henry Riedl and 22,500 to Kim Koffel~~stock. The ~~Series~~conversion Aresulted in ~~Preferred Stock convert at~~ the ~~rate~~ ofCompany 10issuing 29,085,714 shares of Common Stock ~~for each share of Series A Preferred Stock converted~~.

~~ITEM~~From 6June 21, 2012 to June 28, 2012, Coventry Enterprises converted a portion of a Convertible Note, face value $11,448, into shares of the Company’s Common Stock. ~~EXHIBITS~~The conversion resulted in the Company issuing 45,585,436 shares of Common Stock.

Exhibit Number		Description of Exhibits
31.1		Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1		Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

From July 2, 2012 to July 17, 2012 Coventry Enterprises converted a portion of a Convertible Note, face value $13,349, into Common stock. The conversion resulted in the Company issuing 96,406,429 Common shares.

10From July 2, 2012 to July 23, 2012 Asher Enterprises converted a portion of Convertible Note (Asher #4), face value $15,500 and interest of $2,000, into Common stock. The conversion resulted in the Company issuing 160,277,779 Common shares. As of July 23, 2012 Note #4 has been repaid in full.

~~SIGNATURES~~On July 25, 2012 Asher Enterprises converted a portion of Convertible Note (Asher #5), face value $4,000, into Common stock. The conversion resulted in the Company issuing 28,571,429 Common shares.

InExcept ~~accordance~~as ~~with~~noted above, the ~~requirements~~sales of the securities ~~Exchange~~identified ~~Act~~above were made pursuant to privately negotiated transactions that did not involve a public offering of securities and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant ~~registrant~~to ~~caused~~Section ~~this~~4(2) ~~report~~thereof and rules promulgated there under. Each of the above-referenced investors in our stock represented to beus in ~~signed~~connection onwith ~~its~~their ~~behalf~~investment that they were “accredited investors” (as defined by Rule 501 under the ~~undersigned~~Securities Act) and were acquiring the shares for investment and not distribution, ~~thereunto~~that ~~duly~~they ~~authorized~~could bear the risks of the investment and could hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.9

Date: May 15, 2012		/s/ Henry Riedl
		Name: Henry Riedl
		Title: President and Chief Executive
		Officer and Interim Financial Officer
		(Principal Executive and Accounting
		Officer)

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

~~/s/ Kim Koffel Name: Kim Koffel Title: Director~~None.

11ITEM 4. MINE SAFETY DISCLOSURES

The information concerning mine safety violations or other regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and this Item is included in Exhibit 95 to this quarterly report on Form 10-Q. There are no current mine safety violations for the Company.

ITEM 5.

OTHER EVENTS

On May 10, 2012, the Company issued an aggregate of 50,000 shares of the Company’s Series A Convertible Preferred Stock (the “Series A Preferred Stock”) in consideration for past unpaid services and valuable contributions of certain officers and directors of the Company as follows: 5,000 to Terence Ortslan, 22,500 to Henry Riedl and 22,500 to Kim Koffel. The Series A Preferred Stock convert at the rate of 10 shares of Common Stock for each share of Series A Preferred Stock converted.

On June 20, 2012, the Company filed a Certificate of Amendment to its Articles of Incorporation increasing the number of authorized shares of the Company’s capital stock which the Company is authorized to issue from 310,000,000 shares, consisting of 300,000,000 shares of common stock, par value $0.00001 (the “Common Stock”) and 10,000,000 shares of preferred stock, par value $0.00001 per share (the “Preferred Stock”) to 2,010,000,000 consisting of (a) 2,000,000,000 shares of Common Stock and (b) 10,000,000 shares of Preferred Stock (the “Amendment”).

On July 10, 2012, the Board of Directors of the Company approved a resolution to change the name of the Company to RKO Resources Inc.

ITEM 6.

EXHIBITS.

Exhibit Number		Description of Exhibits
31.1		Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *

32.1		Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *

SIGNATURES

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


Date: August 3, 2012		/s/ Henry Riedl
		Name: Henry Riedl
		Title: President and Chief Executive Officer and Interim Financial Officer
		(Principal Executive and Accounting Officer)

		/s/ Kim Koffel
		Name: Kim Koffel
		Title: Director

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