EASTERN RESOURCES, INC. AND SUBSIDIARIES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10 – Q

(Mark One)

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

For the quarterly period ended ~~June~~ September 30, 2012

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

For the transition period from _______ to _______

Commission File Number: 333-149850

EASTERN RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Delaware	45-0582098
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)

1610 Wynkoop Street, Suite 400, Denver, CO 80202

(Address of principal executive offices)

(303) 893-2334

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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 x (Do not check if a smaller Reporting company)

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

There were 198,550,000 shares of the issuer’s common stock outstanding as of ~~August~~November 1719, 2012.

~~EASTERN~~EXPLANATORY ~~RESOURCES, INC. AND SUBSIDIARIES~~NOTE

Eastern Resources, Inc. (the “Company”) is filing this Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 (the “Report”) on the date hereof in reliance on Order Under Section 17A and Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder (the “Order”) promulgated by the Securities and Exchange Commission (the “SEC”) on November 14, 2012 (Securities Exchange Act of 1934 – Release No. 68224).

The Company was not able to meet the SEC mandated filing deadline due to Hurricane Sandy. The Company’s legal counsel, Gottbetter & Partners, LLP (“G&P”), is located in New York, New York and its offices were closed for two days during the hurricane. G&P counsels and advises the Company with respect to the preparation of the Company’s periodic reports that it files with the SEC and, because of Hurricane Sandy, G&P was not able to provide this support service in a timely fashion. Because of this hurricane related delay, the Company was not able to file the Report until today.

EASTERN RESOURCES, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~ SEPTEMBER 30, 2012

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
	Explanatory Note	3
Item 1.	Financial Statements	3
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	31
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
Item 4.	Controls and Procedures	28
Item 4.	Controls and Procedures	37
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	3729
Item 1A.	Risk Factors	3729
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3729
Item 3.	Defaults Upon Senior Securities	3829
Item 4.	Mine Safety Disclosure	3929
Item 5.	Other Information	3929
Item 6.	Exhibits	3930
	SIGNATURES	4131

EXPLANATORY NOTE

As used in this Quarterly Report, unless otherwise stated or the context clearly indicates otherwise, the term “ESRI” refers to Eastern Resources, Inc., before giving effect to the Merger (defined below), the term “MTMI” refers to Montana Tunnels Mining, Inc., a Delaware corporation, the term “EGI” refers to Elkhorn Goldfields, Inc., a Montana corporation, and the terms “Company,” “we,” “us,” and “our” refer to Eastern Resources, Inc., and its wholly-owned subsidiaries, including MTMI and EGI, after giving effect to the Merger.

The unaudited balance sheet set forth below at and for the six months ended June 30, 2012, the audited balance sheet as of December 31, 2011 and the unaudited statement of operations for the six months ended June 30, 2012 and 2011, is based upon ERSI financial statements, adjusted to give effect to:

• The transaction with Elkhorn Goldfields, Inc. (EGI) and Montana Tunnels Mining Inc. (MTMI) described below.

On April 6, 2012, (i) MTMI Acquisition Corp., a Delaware corporation formed on February 27, 2012 and a wholly-owned subsidiary of ESRI (“MTMI Acquisition Sub”), merged with and into MTMI, a wholly-owned subsidiary of Elkhorn Goldfields LLC, a Delaware limited liability company (“EGLLC”), with MTMI as the surviving corporation and (ii) EGI Acquisition Corp., a Montana corporation formed on February 27, 2012 and a wholly-owned subsidiary of ESRI (“EGI Acquisition Sub”), merged with and into EGI, a wholly-owned subsidiary of EGLLC, with EGI as the surviving corporation (collectively, the “Merger”). As a result of the Merger, we discontinued and split off our pre-Merger business and acquired the business of MTMI and EGI as of April 6, 2012. We are continuing the existing business operations of MTMI and EGI.

The unaudited consolidated financial statements presented below are based on estimates and various assumptions that we believe are reasonable under the circumstances. The former stockholders of EGI and MTMI own approximately 92% of the consolidated company, calculated on a fully diluted basis. We sold ESRI’s pre-Merger business in conjunction with and as of the closing of the merger, which was accounted for as a recapitalization through a reverse acquisition, with no goodwill or other intangibles recorded. As such, the unaudited financial information presented below reflects the operations of EGI and MTMI. The costs of the Merger have been charged to operations. The unaudited financial information reflects the EGI and MTMI accounting policies, as those accounting policies govern EGI and MTMI.

Due to the reporting requirements of the Securities and Exchange Commission (the “SEC”) rules, the following financial statements and notes to the financial statements present information for us and our subsidiaries as of and for the three and six month periods ended June 30, 2012. These financial statements and notes refer in a limited way to our current business, financial position and related results of operations. For more detailed information regarding our ongoing operations post-Merger and related financial statements, we refer you to our Current Report on Form 8-K filed with the SEC on April 12, 2012 and subsequently amended on May 16, 2012 and further amended on July 11, 2012.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	June 30,			December 31,
	September 30,			December 31,
	2012			2011
Assets
Current assets
Cash and cash equivalents	$	47579,~~274~~855		$	358,125
Accounts receivable other		171,~~852~~008			-
Inventory, net		~~888~~886,~~481~~977			912,676
Other current assets		1224,~~480~~265			12,433
Total current assets		~~966~~1,~~087~~492,105			1,283,234
Non-current assets
Buildings, equipment, and land, net		5,573,565			5,621,186
Mine development		5,167,219			3,869,342
Mining properties and mineral interests, net		16,~~410~~425,~~812~~845			16,380,747
Restricted cash		530,670			604,021
Deposits		16,769,639			16,794,577
Reclamation bonds		16,230,394			16,190,556
Total non-current assets		43,936,268			42,665,852
Total non-current assets		43,912,660			42,665,852
Total assets	$	45,428,373		$	43,949,086
Total assets	$	44,878,747		$	43,949,086
Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Deficit
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable	$	~~904~~1,~~347~~533,148		$	282,141
Accrued liabilities		45,~~540~~194,~~891~~148			3,247,232
Convertible bridge loans, net		1,742,841			-
Promissory Notes - related party		432,260			-
Current portion of capital lease obligation		190,593			335,093
Convertible bridge loans, net		1,900,000			-
Current portion of capital lease obligation		179,972			335,093
Series A 8% bonds		919,779			1,399,779
Refundable customer deposit, related party ore purchase agreement		10,000,000			10,000,000
Refundable customer deposit, ore purchase agreement		10,660,000			10,000,000
Push-down redeemable obligation of Parent and its affiliate		5,950,000			5,950,000
Push-down interest of Parent and its affiliate		2224,~~549~~461,~~037~~002			18,813,444
Push-down debt of Parent and its affiliate		21,579,848			21,579,848
Total current liabilities		6872,~~377~~810,~~336~~157			61,607,537
Non-current liabilities
Capital lease obligations, less current portion		~~7,799~~-			39,719
Reclamation liability		23,~~497~~849,~~168~~160			22,793,187
Related party ore purchase derivative contract		19,231,009			18,818,945
Ore purchase derivative contract		22,734,479			18,818,945
Total non-current liabilities		4246,~~735~~583,~~976~~639			41,651,851
Total liabilities		~~111~~119,~~113~~393,~~312~~796			103,259,388
Series A Convertible Redeemable Preferred stock, $0.001 par value 10,000,000 and 0 shares authorized, issued and outstanding at June 30, 2012 and December 31, 2011 respectively		60,000,000			-
Series A Convertible Redeemable Preferred stock, $0.001 par value 10,000,000 and 0 shares authorized, issued and outstanding at September 30, 2012 and December 31, 2011 respectively		60,000,000			-
Push down debt obligation of Parent related to convertible redeemable preferred stock		(50,078,885	)		-
Series A Convertible Redeemable Preferred stock dividend		3,500,000
		9,921,115
Push down obligation of Parent		(51,990,850	)		-
Commitments and contingencies					-
Total convertible redeemable preferred stock net of push down obligations of parent		11,509,150
Commitments and contingencies
Stockholders’ deficit
Common Stock:
Common stock $0.001 par value 300,000,000 shares authorized at June 30, 2012 and December 31, 2011 198,550,000 shares issued and outstanding at June 30, 2012		198,550			-
Common stock $0.001 par value 300,000,000 and 0 shares authorized at September 30, 2012 and December 31, 2011 198,550,000 shares issued and outstanding at September 30, 2012		198,550			-
Additional paid-in capital		47,~~197~~292,~~259~~260			12,073,010
Accumulated deficit		(8092,~~551~~965,~~489~~383	)		(71,383,312	)
Total Stockholders' deficit		(7685,~~155~~474,~~680~~573	)		(59,310,302	)
Total liabilities and stockholders’ deficit	$	44,878,747		$	43,949,086
Total liabilities, convertible redeemable preferred stock and stockholders’ deficit	$	45,428,373		$	43,949,086

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011

Metal sales	$	-		$	573,942		$	-		$	573,942

Operating expenses
Direct operating costs								-			-
General and administrative		1,295,156			262,319			4,305,989			883,864
Accretion expense		351,992			307,843			1,055,973			1,069,461
Mine care and maintenance		285,517			196,078			684,641			641,643
Depreciation and amortization					88			2,082			5,562
Total operating expenses		1,932,665			766,328			6,048,685			2,600,530

Loss from operations		(1,932,665	)		(192,386	)		(6,048,685	)		(2,026,588	)

Other (expense) income
Interest expense		(2,917,905	)		(2,020,861	)		(7,608,495	)		(6,062,583	)
Interest income		8,637			59			48,613			47,608
Amortization of deferred financing		(568,334	)					(568,334	)
Other (expense) income		(157	)		(12	)		10,364			71,104
Loss on ore purchase derivative		(1,407,694	)		-			(1,407,694	)		(13,025,932	)
Change in fair value of derivative instrument contract		(2,095,776	)		(1,489,960	)		(2,507,840	)		(4,216,849	)
Total other (expense) income		(6,981,229	)		(3,510,774	)		(12,033,386	)		(23,186,652	)

Net Loss		(8,913,894	)		(3,703,160	)		(18,082,071	)	$	(25,213,240	)

Preferred dividend		1,750,000						3,500,000			-

Net loss available to common shareholders		(10,663,894	)		(3,703,160	)		(21,582,071	)		(25,213,240	)

Earnings per share:
Basic and diluted loss per share	$	(0.04	)	$	(0.02	)	$	(0.09	)	$	(0.14	)
Basic and diluted net loss per common share	$	(0.05	)	$	(0.02	)	$	(0.11	)	$	(0.14	)
Weighted average number of common shares outstanding		198,550,000			180,000,000			198,550,000			180,000,000

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~INCOME~~STOCKHOLDERS’ DEFICIT (Unaudited)

	Six months ended
							Additional						Total
	June 30,
	Common Stock						Paid-in			Accumulated			Stockholders'
	2012			2011
	Shares			Amount			Capital			Deficit			Deficit
Metal sales	$	-		$	-
Balance - December 31, 2011		180,000,000		$	180,000		$	11,893,010		$	(71,383,312	)	$	(59,310,302	)
Operating expenses
Cash distribution								(100,000	)				$	(100,000	)
Direct operating costs		-			-
Reverse acquisition		18,170,000			18,170			(13,674,878	)				$	(13,656,708	)
General and administrative		3,010,833			621,545
Shares sold for cash, private placement		380,000			380			379,620					$	380,000
Accretion expense		703,981			761,618
Stock based compensation								1,213,154					$	1,213,154
Mine care and maintenance		399,124			445,565
Stock based compensation, corporate advisory								536,913					$	536,913
Depreciation, depletion, and amortization		2,082			5,474
Warrants issued for services								306,568					$	306,568
Total operating expenses		4,116,020			1,834,202
Non-cash contribution								568,334					$	568,334
Loss from operations		(4,116,020	)		(1,834,202	)
Beneficial conversation option bridge loan								521,981					$	521,981
Other (expense) income
Push down debt obligation to be paid from preferred stock redemptions								5,647,558					$	5,647,558
Interest expense		(4,690,590	)		(4,041,722	)
Series A convertible redeemable preferred stock dividend										$	(3,500,000	)	$	(3,500,000	)
Interest income		39,976			47,549
Net Loss										$	(18,082,071	)	$	(18,082,071	)
Other income		10,521			71,116
Balance - September 30, 2012		198,550,000		$	198,550		$	7,292,260		$	(92,965,383	)	$	(85,474,573	)
Loss on related party ore purchase derivative		-			(13,025,932	)
Change in fair value of derivative instrument contract		(412,064	)		(2,726,889	)
Total other (expense) income		(5,052,157	)		(19,675,878	)
Net Loss		(9,168,177	)	$	(21,510,080	)
Preferred dividend		1,700,000			-
Net loss available to common shareholders		(10,868,177	)		(21,510,080	)
Earnings per share:
Basic and diluted loss per share	$	(1.11	)
Basic and diluted net loss per common share	$	(1,11	)
Weighted average number of common shares outstanding		198,550,000

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

	Six months ended
	Nine months ended
	June 30,
	September 30,
	2012			2011
Cash flows from operating activities
Net loss	$	(918,~~168~~082,~~177~~071	)	$	(2125,~~510~~213,~~080~~240	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Inventory reserve		-			-
Depreciation and amortization		2,082			5,562
Depreciation, depletion, and amortization		2,082			5,474
Amortization of debt issuance costs		568,334			-
Accretion expense		~~703~~1,~~981~~055,973			~~761~~1,~~618~~069,461
Loss on related party ore purchase derivative		-			13,025,932
Loss on ore purchase derivative		1,407,694			13,025,932
Change in fair value of derivative instrument		~~412~~2,~~064~~507,840			24,~~726~~216,~~889~~849
Accretion on convertible bridge loans		~~364~~521,~~822~~981			-
Marketing warrants issued		306,568			-
Warrants issued for services		306,568			-
Stock based compensation		1,~~135~~750,~~365~~067			-
Push-down redeemable obligation of Parent and its affiliate		-			469,480
Push-down interest of Parent and its affiliate		5,647,558			5,979,873
Push-down interest of Parent and its affiliate		3,735,593			3,517,460
Changes in operating assets and liabilities
Mineral sales receivable		(17,852	)		-
Accounts receivable - metal sales		-			(440,079	)
Inventory		24,195			31,900
Accounts receivable - other		(1,008	)		(68,048	)
Other current assets		(47	)		9,242
Inventory		25,699			36,919
Accounts payable		622,206			2,211,535
Other current assets		(11,833	)		(7,523	)
Accrued liabilities		1,283,659			(1,789,357	)
Accounts payable		1,251,007			342,605
Refundable customer deposit		-			6,175,000
Accrued liabilities		1,946,916			241,643
		8,572,636			27,145,173
Refundable customer deposit		660,000			10,000,000
Net cash (used in) provided by operating activities		(595,541	)		5,635,093
		17,638,878			34,403,194
Net cash (used in) provided by operating activities		(443,193	)		9,189,954
Cash flows from investing activities
Purchase of building and equipment		45(33,~~539~~138	)		-(150,624	)
Additions to mine development		(1,~~297~~219,~~877~~199	)		(~~515~~2,~~737~~244,099	)
Additions to mining properties and mineral interests		(3045,~~065~~098	)		8(6,~~158~~875	)
Change in restricted cash		73,351			(244,460	)
Change in deposits		24,938			(364,185	)
Change in reclamation bonds		(39,838	)		(44,674	)
Net cash used in investing activities		(1,272,497	)		(2,765,783	)
Net cash used in investing activities		(1,248,890	)		(796,713	)
Cash flows from financing activities
Proceeds (Payments) from Series A 8% bonds		(480,000	)		164,279
Proceeds (payments) from Series A 8% bonds		(480,000	)		164,279
Proceeds from Sale of Common Stock		380,000			-
Proceeds from sale of common stock		380,000			-
Proceeds from Bridge Loans		1,900,000			-
Proceeds from convertible bridge loans		1,900,000			-
Proceeds from Promissory Note		10,000
Proceeds from promissory notes - related parties		432,260			-
Payments on capital lease obligations		(~~176~~194,~~420~~840	)		-
Proceeds from stockholder contributions		-			-
Payments on push down debt of Parent and it's affiliates		-			(918,728	)
Payments of distributions to stockholders		(100,000	)		(32,~~162~~648,~~509~~781	)
Net cash provided by (used in) financing activities		1,~~533~~937,~~580~~420			(23,~~998~~403,230	)
Net (decrease) increase in cash and cash equivalents		(310,851	)		1,840,150
Net increase in cash and cash equivalents		221,730			3,020,941
Cash and cash equivalents - beginning of period		358,125			61,351
Cash and cash equivalents - end of period	$	47579,~~274~~855		$	13,~~901~~082,~~501~~292
Supplemental cash flow disclosures
Cash paid for interest	$	~~127~~131,~~639~~638		$	34,498
Non-cash financing and investing activities
Depreciation expense capitalized to mine development	$	78,678		$	-4,270
Preferred dividend	$	3,500,000

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT (Unaudited)

	Redeemable Preferred Stock
							Less: amounts													Additional						Total
					Dividend in		pledged to			Capital Stock						Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Arrears		push-down debt			Shares			Amount			Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2011		-	$	0	$	0	$	0			400		$	12,073,010						$	-		$	(71,383,312	)	$	(59,310,302	)
Cash distribution														(100,000	)						-						(100,000	)
Reverse acquisition		10,000,000		60,000,000				(46,343,292	)		(400	)		(11,973,010	)		198,170,000		198,170		(1,881,868	)					(13,656,708	)
Shares sold, private placement																	380,000		380		379,620						380,000
Stock option granted																					606,577						606,577
Stock options corporate advisory																					528,788						528,788
Private placement marketing warrants																					306,568						306,568
Beneficial converstion option bridge loan																					521,981						521,981
to merger paid from preferred stock redemptions								(3,735,593	)												3,735,593						3,735,593
Preferred stock dividend in arrears						1,700,000		-																-			-
Net Income																								(9,168,177	)		(9,168,177	)
Balance - June 30, 2012		10,000,000	$	60,000,000	$	1,700,000	$	(50,078,885	)		-		$	-			198,550,000	$	198,550	$	4,197,259		$	(80,551,489	)	$	(76,155,680	)

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Basis of Presentation and Merger

These financial statements represent ~~the~~ the consolidated financial statements of Eastern Resources, Inc., and its wholly owned subsidiaries, Elkhorn Goldfields, Inc. and Montana Tunnels, Inc. ~~Unless~~The ~~otherwise stated or the context clearly indicates otherwise, the~~ term “ESRI” refers to Eastern Resources, Inc., before giving effect to the Merger (defined below), the term “MTMI” refers to Montana Tunnels Mining, Inc., a Delaware corporation, the term “EGI” refers to Elkhorn Goldfields, Inc., a Montana corporation, and the terms “Company,” “we,” “us,” and “our” refer to Eastern Resources, Inc., and its wholly-owned subsidiaries, including MTMI and EGI, after giving effect to the Merger.

On April 6, 2012, we entered into an Agreement and Plan of Merger with ESRI, a public company. ESRI was merged into EGI and MTMI. EGI and MTMI, as the Surviving Corporation, ~~became~~ became a wholly-owned subsidiary of ESRI. We issued 180,000,000 shares of our common stock and 10,000,000 series A convertible ~~redeemable~~ redeemable preferred stock to acquire EGI and MTMI, which resulted in the stockholders of EGI and MTMI owning approximately 91.6% of our outstanding common stock and 100% of our series A convertible preferred stock after the consummation of the Merger.

On April 6, 2012, (i) MTMI Acquisition Corp., a Delaware corporation formed on February 27, 2012 and a wholly-owned subsidiary of ESRI (“MTMI Acquisition Sub”), merged with and into MTMI, a wholly-owned subsidiary of Elkhorn Goldfields LLC, a Delaware limited liability company (“EGLLC” or “Parent”), with MTMI as the surviving corporation and (ii) EGI Acquisition Corp., a Montana corporation formed on February 27, 2012 and a wholly-owned subsidiary of ESRI (“EGI Acquisition Sub”), merged with and into EGI, a wholly-owned subsidiary of EGLLC, with EGI as the surviving corporation (collectively, the “Merger”). As a result of the Merger and the Split-Off, ESRI discontinued its pre-Merger business and acquired the business of MTMI and EGI as of April 6, 2012, and will continue the existing business operations of MTMI and EGI as a publicly-traded company under the name Eastern Resources, Inc.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the consolidated financial statements of the Company as of ~~June~~September 30, 2012. The results of operations for the ~~six~~nine months ended ~~June~~September 30, 2012 are not necessarily indicative of the operating results for the full year. It is recommended that these consolidated financial statements be read in conjunction with the consolidated financial statements and related disclosures for the year ended December 31, 2011 included in the Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 12, 2012 and the amendments to that filing on Form 8-K/A filed with the SEC ~~on May 16, 2012, May 31, 2012 and July 11, 2012~~.

The unaudited consolidated financial statements are based on estimates and various assumptions that EGI and MTMI and ESRI believe are reasonable in these circumstances. The former stockholders of EGI and MTMI own approximately 92% of the consolidated company, calculated on a fully diluted basis. ESRI sold its existing operations in conjunction with the transaction, the transaction and corporation sale is accounted for as a recapitalization through a reverse acquisition, with no goodwill or other intangibles recorded. As such, the unaudited financial information reflects the operations of EGI and MTMI. The costs of the transactionhave been charged to operations. The unaudited financial information reflects the EGI and MTMI accounting policies, as those accounting policies govern EGI and MTMI.7

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 1 - Description of Business

Elkhorn Goldfields, Inc. (“EGI”) and Montana Tunnels Mining, Inc. (“MTMI”) (collectively, “Elkhorn”) were formed for the purpose of acquiring, holding, operating, selling, and otherwise dealing in assets of mining operations with gold and other metal reserves and exploration potential. Elkhorn’s objective is to operate mines and expand its interests through acquisition and exploration. Elkhorn has one mineral property that has completed the permitting process. That property has developed the 650-foot underground access tunnel to reach the top of the ore body and is in the process of installing required infrastructure to allow access to the lower levels of ore. In addition, a second property has completed the permitting, except for posting the required reclamation bonding. Lastly, Elkhorn has several mineralized targets in the exploration stage. The permitted or nearly permitted mines include Golden Dream Mine (formerly referred to as the Sourdough Mine) and Montana Tunnels Mine (“Montana Tunnels”), and the mineralized properties available to develop mine plans are East Butte, Gold Hill/Mount Heagan, and Carmody (collectively, the “Elkhorn Project”), and the expansion of the previously operated Diamond Hill Mine. All the mines and properties are located in Jefferson County, Montana, with the exception of the Diamond Hill Mine, which is in Broadwater County, Montana. Elkhorn maintains its principal executive office in Denver, Colorado.

On April 6, 2012, EGLLC entered into a merger agreement with ESRI ~~(defined above)~~, whereas EGI and MTMI would become wholly owned subsidiaries of ESRI in exchange for 90 180,000,000 shares of ~~Common~~common ~~Stock~~stock and 10,000,000 shares of ~~Preferred~~preferred ~~Stock~~stock. ESRI discontinued its pre-~~Merger~~merger business and acquired the business of MTMI and EGI, and will continue the existing business operations of MTMI and EGI as a publicly-traded company under the name Eastern Resources, Inc.

On May 8, 2012, ~~the~~we ~~Company~~ declared a 2 to 1 forward stock split on ~~its~~our Common Stock outstanding in the form of a dividend, with a record date of May 17, 2012., ~~The Financial Industry Regulatory Authority (“FINRA”) approved the forward stock split~~ with a payment date of June 8, 2012. ~~The~~We ~~Company has~~have reflected the effect of this forward stock split on a retroactive basis on all ~~Common~~common stock ~~Stock~~ share amounts disclosed throughout this report.

Note 2 - Summary of Significant Accounting Policies

~~Cash~~Principles ~~and~~of ~~Cash Equivalents~~Consolidation

The ~~Company~~accompanying ~~considers~~consolidated ~~all~~financial ~~highly~~statements ~~liquid~~include the ~~instruments~~accounts ~~purchased with an original maturity~~ of ESRI ~~three~~and ~~months or less to be cash equivalents. The Company continually monitors~~ its ~~positions with~~subsidiaries, EGI and ~~the credit quality of, the financial institutions with which it invests~~MTMI. All ~~Periodically~~intercompany ~~throughout~~accounts ~~the~~and ~~years, the~~transactions ~~Company~~have ~~has~~been ~~maintained balances~~ eliminated in ~~various operating accounts in excess of federally insured limits~~consolidation.

~~Inventory~~Debt Issuance Costs

~~Doré~~Direct ~~inventory is stated at the lower of weighted-average production cost and net realizable value. Production~~ costs ~~for~~associated ~~doré~~with ~~inventory~~obtaining ~~include~~debt ~~direct~~financing ~~production costs,~~are ~~attributable overhead,~~ deferred and ~~depreciation~~amortized ~~incurred~~over ~~to bring~~ the ~~material~~term toof ~~its~~the ~~current~~debt ~~point~~using in the ~~processing~~effective ~~cycle~~interest method. The ~~Stockpiled ore~~net ~~inventory~~costs ~~represents~~capitalized ~~ore~~at ~~that has been mined and is available~~ for ~~further~~the ~~processing.~~nine ~~Work-in-process inventory, including~~months ~~stockpiled~~ended ~~ore~~September ~~and~~30, ~~in-circuit~~2012 ~~gold~~was ~~inventory~~$568,333 isand ~~valued~~were atpaid ~~the~~to ~~lower~~related ~~of weighted-average production cost and net realizable value~~parties. ~~Materials~~ The ~~and~~Company ~~supplies~~amortized ~~are~~$568,334 ~~valued~~for at the ~~lower~~nine ofmonths ended ~~average~~September ~~direct~~30, ~~cost of acquisition and net realizable value~~2012.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Fair Value of Financial Instruments

The carrying amounts of financial instruments, including cash, accounts payable, and accrued liabilities, approximated fair value as of September 30, 2012 and December 31, 2011 because of the relatively short maturity of these instruments.

The Company applies the guidance to non-financial assets and liabilities measured at fair value on a non-recurring basis. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the measurement date. The guidance establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions of what market participants would use in pricing the asset or liability based on the best information available in the circumstances. The financial and non-financial assets and liabilities are classified based on the lowest level of input that is significant to the fair value measurement.

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1:

Quoted prices in active markets for identical assets or liabilities;

Level 2:

Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or

Level 3:

Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The following assets are measured at fair value as of September 30, 2012:

Description	Level 1		Level 2		Level 3			Total

Ore Purchase Contract	$	-	$	-	$	(22,734,479	)	$	(22,734,479	)

The following assets are measured at fair value as of December 31, 2011:

Description	Level 1		Level 2		Level 3			Total

Ore Purchase Contract	$	-	$	-	$	(18,818,945	)	$	(18,818,945	)

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~Buildings~~Ore Purchase Contract: Based on contract terms, projected future gold prices, and ~~Equipment~~discount rate commensurate with estimates of contemporary credit risk using a discounted cash flow model. The model is most sensitive to the future price of gold.

~~MTMI~~There ~~buildings~~were ~~and~~no ~~equipment~~changes ~~are~~to ~~recorded at acquisition cost and amortized on a units-of-production basis over~~ the ~~remaining proven and probable reserves of the mine. Equipment~~valuation ~~under~~techniques ~~capital~~used ~~lease~~during ~~is valued at~~ the ~~lower~~nine ofmonths ~~fair~~ended ~~market~~September value or net present value of the minimum lease payments at the inception of the lease. Equipment that is mobile is amortized on a straight-line basis over the estimated useful life of the equipment ranging from five to ten years30, ~~not~~2012 ~~to exceed the related estimated mine lives. EGI buildings~~ and ~~equipment~~year ~~are~~ended ~~stated~~December at cost. Repair and maintenance costs are expensed as incurred. Depreciation is provided utilizing the straight-line method over the estimated useful lives for owned assets taking into account estimated salvage values31, ~~ranging from 3 to 39 years~~2011.

~~Mine~~The ~~Development~~following is a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the nine month period ended September 30, 2012:

The costs of removing overburden and waste materials to access the ore prior to the production phase are referred to as “mine development costs.” Mine development costs are capitalized during the development of the mine. Mine development costs are amortized using the units-of-production method based on estimated recoverable tons of proven and probable reserves. To the extent that these costs benefit the mine, they are amortized over the estimated life of the mine. Development costs incurred after the first saleable ore is extracted from the mine (i.e., post-production costs) are a component of mineral inventory cost. All post-production costs are considered variable production costs that are included in the costs of the inventory produced during the period in which the mining costs are incurred.

	Embedded Derivative

Beginning balance – December 31, 2011	$	(18,818,945	)
Issuances (additions)		(1,407,694	)
Total gains or losses (realized/unrealized)
Included in earnings		(2,507,840	)
Included on the balance sheet		-
Transfers in and/or out of Level 3		-

Ending balance – September 30, 2012	$	(22,734,479	)

~~Mining~~The ~~Properties~~embedded derivative is summarized between related and ~~Mineral~~non-related ~~Interests~~parties as follows:

Mining Properties

Related party embedded derivative	$	21,326,785

Non-related party embedded derivative		1,407,694

Total embedded derivative	$	22,734,479

~~For~~Management’s new projects without established reserves, all costs, other than acquisition costs, are expensed prior to the establishment of proven and probable reserves. Reserves designated as proven and probable are supported by a feasibility study, indicating that the reserves have had the requisite geologic, technical, and economic work performed and are legally extractable at the time of reserve determination. Once proven and probable reserves are established, all development and other site-specific costs are capitalized, including general and administrative charges for actual time and expenses incurred in connection with site supervision as mine development costs. Development drilling costs incurred to infill mineralized material to increase the confidence level in order to develop or increase proven and probable reserves are also capitalized as mine development costs. If subsequent events or circumstances arise that would preclude further development of the reserves under the then existing laws and regulations, additional costs are expensed until the impediments have been removed and the property would be subject to ongoing impairment reviews. When a mine is placed into production, the capitalized acquisition and mine development costs are reclassified to mining properties and are amortized to operations using the units-of-production method based on the estimated metals that can be recovered.Estimates

~~Mineral~~The ~~Interests~~preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Mineral interests include the cost of obtaining patented and unpatented mining claims and the initial cost of acquiring mineral interests. If a mineable ore body is discovered, such costs are amortized when production begins using the units-of-production method based on proven and probable reserves. If no mineable ore body is discovered or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value. For the six months ended June 30, 2012 and June 30, 2011, there are no mineral interest impairments.

Restricted Cash

Restricted cash consists of cash held in certificates of deposit for the reclamation of the Elkhorn Project. The restriction will be released when the reclamation is completed, which the Company does not expect to happen prior to 2018.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~Bond~~Note ~~Reclamation~~3 - Management’s Plan

~~Bond~~At ~~reclamation~~September ~~consists~~30, of2012, ~~cash~~the ~~held~~Company ~~directly~~has bynot generated any revenues to fund operations. The continuation of the Company as a ~~surety~~going ~~for~~concern ~~reclamation~~is dependent upon the ability of ~~Montana~~the ~~Tunnels~~Company to meet financial requirements for mine development and raise additional capital, which will require the ~~Elkhorn~~issuance ~~Project.~~of ~~The~~additional ~~restriction~~debt ~~will~~and/or beequity ~~released~~securities. ~~when~~All of the ~~reclamation~~company’s mining projects have been placed in care isand ~~completed,~~maintenance ~~which~~until the Company ~~expects~~secures additional financing. These factors raise substantial doubt as to bethe Company’s inability ~~2024~~to ~~and~~continue ~~2018,~~as ~~respectively~~a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Long-Lived~~Note ~~Assets~~4–Accrued Liabilities

~~The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount~~ Accrued liabilities consist of the asset may not be recovered. The Company looks primarily to the estimated undiscounted future cash flows in its assessment of whether or not long-lived assets have been impaired. If impairment has occurred, the long-lived assets are written down to its estimated fair value. following:

Fair Value of Financial Instruments

	September 30, 2012		December 31, 2011

Property and mining taxes payable	$	3,102,357	$	2,630,365
Interest		1,411,226		106,358
Environmental remediation		380,000		380,000
Payroll and related expenses		262,565		130,509
Other		38,000		-

	$	5,194,148	$	3,247,232

~~The~~Note ~~carrying~~5 ~~amounts~~– ofCustomer financial instruments, including cash, accounts payable, and accrued liabilities, approximated fair value as of June 30, 2012 and December 31, 2011 because of the relatively short maturity of these instruments.Deposits

~~The~~During ~~Company~~2011, ~~applies~~ the ~~guidance~~Company toreceived ~~non~~an up-~~financial~~front ~~assets~~payment ~~and~~of ~~liabilities~~$10,000,000, ~~measured~~through atan ~~fair~~ore ~~value~~purchase onagreement from a ~~non-recurring~~related ~~basis.~~party, ~~The~~dated ~~guidance~~April ~~defines~~15, ~~fair~~2011, ~~value~~to assell ~~the~~80% ~~price~~of ~~that~~the ~~would~~first be41,700 ~~received~~ounces toof ~~sell~~gold anand ~~asset~~6.5% orof ~~paid~~the togold ~~transfer~~produced aafter ~~liability~~250,000 ~~(an~~ounces ~~exit~~from ~~price)~~the inGolden anDream ~~orderly~~Mine ~~transaction between market participants~~ at the ~~measurement~~Elkhorn ~~date~~Project. ~~The~~For each ~~guidance~~ounce ~~establishes~~of agold ~~hierarchy~~delivered ~~for~~under ~~inputs~~the ~~used~~Minerals inProduct ~~measuring~~Receivables ~~fair~~Purchase ~~value~~Agreement ~~that~~(the ~~maximizes~~"MPRPA"), the ~~use~~Company ofwill ~~observable~~pay ~~inputs and minimizes~~ the ~~use~~related ofparty, ~~unobservable~~subject ~~inputs~~to bycertain ~~requiring~~adjustments, ~~that~~(i) ~~the~~with ~~most~~respect ~~observable~~to ~~inputs~~80% beof ~~used~~the ~~when~~first ~~available. Observable~~41,700 ~~inputs~~ounces ~~are~~sold, ~~inputs that market participants would use in pricing~~ the ~~asset~~lesser orof ~~liability developed based on market data~~$500 ~~obtained~~per ~~from~~ounce ~~sources~~or ~~independent of~~ the ~~Company.~~latest ~~Unobservable~~COMEX ~~inputs~~spot ~~are~~gold ~~inputs~~price ~~that~~at ~~reflect~~ the ~~Company’s~~time ~~assumptions~~ of ~~what~~ ~~market~~sale ~~participants~~and ~~would~~(ii) ~~use~~with inrespect ~~pricing~~to ~~the~~each ~~asset~~ounce orof ~~liability~~gold ~~based~~over on250,000 ounces, the ~~best~~lesser ~~information~~of ~~available~~$600 inor the ~~circumstances. The~~latest ~~financial~~COMEX ~~and~~spot ~~non-financial~~gold ~~assets~~price ~~and~~at ~~liabilities~~the ~~are~~time ~~classified~~of ~~based~~sale. onAll ~~the~~pricing ~~lowest~~is ~~level~~subject ofto ~~input~~adjustment ~~that~~by isan ~~significant~~agreed toupon ~~the~~inflation ~~fair value measurement~~factor.

The hierarchy is broken down into three levels based on the reliability of the inputs as follows:

Level 1:	Quoted prices in active markets for identical assets or liabilities;
Level 2:	Quoted prices in active markets for similar assets and liabilities and inputs that are observable for the asset or liability; or
Level 3:	Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The ~~following~~Agreement ~~assets~~included ~~are~~an ~~measured~~embedded derivative, which is valued using a discounted cash flow model with the major inputs of: (i) a 25% discount rate, (ii) gold future pricing, (iii) April 15, 2011 measurement date, and (iv) and management’s forecast to produce 72,727 ounces by December 2014. The Company recognized a $13,025,932 loss on related party ore purchase agreement to reflect the difference between fair value of gold at the agreement date and the contract price of gold in the Agreement. As the result, the offering will be amortized by the Company with the delivery of the gold. The fair value of the embedded derivative fluctuates with changes in the price of gold. The change in fair value asof the embedded derivative from the date of ~~June~~closing to September 30, 2012: and December 31, 2011 resulted in a cumulative loss of $8,300,853 and $5,793,013, respectively, which was recorded in the consolidated statements of operations in the change in fair value of the derivative instrument.

Description	Level 1		Level 2		Level 3			Total
Certificate of deposits	$	530,670	$	-	$	-		$	530,670
Reclamation bonds	$	-	$	-	$	16,230,394		$	16,230,394
Embedded derivative	$	-	$	-	$	(19,231,009	)	$	(19,231,009	)

During 2012, the Company received an up-front payment of $660,000, from an unrelated party, expanding the MPRPA. Pursuant to the agreement, the ounces of gold payable under the existing MPRPA will be increased by 2,000 ounces, from 33,360 ounces to a total of 35,360 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to the company of $500 per ounce upon delivery. The percent of production that the MPRPA holder can purchase after the Golden Dream Mine has produced an initial 250,000 ounces has increased from 6.5% to 6.87% at a production cost of $600 per ounce paid to Elkhorn at delivery.

The ~~following~~Agreement ~~assets~~included ~~are~~an ~~measured~~embedded atderivative, which ~~fair~~is valued using a discounted cash flow model with the major inputs of: (i) a 25% discount rate, (ii) gold future pricing, (iii) September 30, 2012 measurement date, and (iv) and management’s forecast to produce 2,200 ounces by December 2014. The Company recognized a $1,407,694 loss on related party ore purchase agreement to reflect the difference between fair value asof gold at the agreement date and the contract price of ~~December~~gold 31in the Agreement. As the result, ~~2011:~~the offering will be amortized by the Company with the delivery of the gold. The fair value of the embedded derivative fluctuates with changes in the price of gold.

Description	Level 1		Level 2		Level 3			Total
Certificate of deposits	$	604,021	$	-	$	-		$	604,021
Reclamation bonds	$	-	$	-	$	16,190,556		$	16,190,556
Embedded derivative	$	-	$	-	$	(18,818,945	)	$	(18,818,945	)

The up-front payments of $10,660,000 have been recognized as refundable customer deposits until the gold is sold. The refundable customer deposits are considered current due to the party’s making the payments having the right, upon written notice, at their option to demand repayment of the upfront cash deposit, without interest, for any shortfall in delivered ounces and the uncertainty of the commencement of ore production and the price of gold.

Certificates of Deposit: Recorded at cost, which approximates fair value due to the short duration of the investment.

Reclamation Bonds: Recorded at the amount provided by the Montana Department of Environmental Quality, which is based upon the fair value of the cash underlying the bond.

Embedded Derivatives: Based on contract terms, projected future gold prices, and discount rate commensurate with estimates of contemporary credit risk using a discounted cash flow model. The model is most sensitive to the future price of gold.

There were no changes to the valuation techniques used during the six months ended June 30, 2012 and year ended December 31, 2011.

The following is a reconciliation of the beginning and ending balances for assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) during the six month period ended June 30, 2012:

	Embedded Derivative			Reclamation Bonds
Beginning balance – December 31, 2011	$	(18,818,945	)	$	16,190,556
Issuances		-			-
Total gains or losses (realized/unrealized)
Included in earnings		(412,064	)		-
Included on the balance sheet		-			39,838
Transfers in and/or out of Level 3		-			-
Ending balance – June 30, 2012	$	(19,231,009	)	$	16,230,394

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~Reclamation~~Note ~~Liability~~6–Notes Payable

The Company’s mining and exploration activities are subject to various federal and state laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations to protect public health and the environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. Estimated future costs are discounted to their present value using a 12% discount rate. Reclamation obligations are secured by cash held directly by a surety or certificates of deposit.

Series A 8% bonds	September 30, 2012			December 31, 2011
During July 2010, the Company entered into Series A 8% bonds for a total of $5,000,000, of which $1,235,500 was funded. The bonds mature during July 2012, with interest accruing at 8%. Upon the event of default, interest on the bonds accrues at 12%. The unpaid interest on the bonds shall be due and payable quarterly in arrears on the last day of each October, January, April, and July commencing in October 2010. The Company will make a bonus payment of $50,000 per bond upon maturity. The loans are currently in default and due on demand.	$	919,779		$	1,399,779

The holders each received five-year warrants to purchase 0.67 membership units of EGLLC per $50,000 bond at a purchase price of $37,500 per membership unit and on July 31, 2011 an additional five-year warrant to purchase 0.67 membership units of EGLLC per $50,000 bond at a purchase price of $37,500 per membership unit was issued. The warrants expire July 31, 2015.
Less current portion		(919,779	)		(1,399,779	)

	$	-		$	-

~~The following table summarizes the activity~~Promissory ~~for~~Notes ~~the~~– ~~Company’s~~Related ~~asset retirement obligations:~~Parties

	Six months ended June 30,
	September 30, 2012		December 31, 2011
	2012		2011
During 2012, the Company entered into a series of promissory notes with related parties for a total of $432,260. The notes mature on September 30, 2012 and accrue interest at a rate of 6%. The maturity dates of the notes have been extended to May 2013. During October, 2012, promissory notes totaling $107,060 were paid in full.	$	432,260	$	-
Balance beginning of the year	$	22,793,187	$	21,465,966
Accretion expense		703,981		1,327,221
Liabilities incurred		-		-
Balance, beginning of period		23,497,168		22,793,187
Less current portion of asset retirement obligations		-		-
Non-current portion	$	23,497,168	$	22,793,187

~~Income~~Convertible Bridge ~~Taxes~~Loans

~~The~~During ~~Company~~February ~~recognizes~~2012, ~~deferred~~the ~~tax~~Company ~~liabilities~~entered into three convertible bridge loans with related parties totaling $1,800,000. The loans are unsecured and ~~assets~~call ~~based~~for 12% annual interest on the ~~differences~~outstanding ~~between~~unpaid ~~the~~principal. ~~tax~~The ~~basis~~loans ofare ~~assets~~convertible ~~and~~into ~~liabilities~~common ~~and~~stock at an exercise price of $1.00 per share, with the ~~reported~~holder ~~amounts~~receiving inone five-year warrant attached to each share. Two warrants will allow the ~~consolidated~~holder the rights to acquire an ~~financial~~additional ~~statements~~share ~~that~~of common stock for $1.50. In addition, the holder will ~~result~~be inissued ~~taxable~~warrants exercisable at $0.01 per share, exercisable at the time of closing a private placement offering (“PPO”) or ~~deductible~~the ~~amounts~~next inround ~~future~~of ~~years~~funding. ~~The~~If ~~Company’s~~the ~~temporary~~share ~~differences~~value of the ~~result~~PPO ~~primarily~~is ~~from~~less ~~net~~than ~~operating~~$1.25, ~~losses~~an ~~and~~appropriate ~~depreciation.~~number Aof ~~valuation~~warrants ~~allowance~~may isbe ~~established~~exercised ~~for~~by ~~deferred~~the ~~tax~~holder ~~assets~~giving the holder additional shares at the cost of $0.01 per share to effect conversion at a 25% discount from the ~~extent~~ ~~there~~share isprice ~~uncertainty~~of ~~regarding~~the PPO or the ~~ultimate~~next ~~utilization~~round of funding. If Tothe ~~date~~PPO does not close within 180 days after the closing of the Merger (April 6, no2012), ~~deferred~~the ~~tax~~holder ~~assets~~may ~~have~~“put” ~~been~~the Conversion ~~recognized~~Shares into the ~~accompanying~~Company at $2.00 per share. The loans matured during August 2012 and prior to that date, the Company did ~~consolidated~~not ~~financial~~make ~~statements~~the ~~because~~required ofpayments due under the ~~uncertainty~~terms of the ~~realization~~convertible ofbridge ~~those~~loans ~~assets~~which resulted in an event of default.

The Company applies guidance on accounting for uncertainty in income taxes. Under this guidance, the Company recognizes the tax benefit from an uncertain tax position if it is more likely than not that the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The application of income tax law is inherently complex. Laws and regulations in this area are voluminous and are often ambiguous. As such, the Company is required to make many subjective assumptions and judgments regarding income tax exposures. Interpretations of and guidance surrounding income tax law and regulations change over time and may result in changes to its subjective assumptions and judgments that can materially affect amounts recognized in its consolidated balance sheets and statements of operations.

Interest and penalties associated with tax positions are recorded in the period assessed as general and administrative expenses. No interest or penalties have been assessed for the six month period ended June 30, 2012 and 2011. The Company’s returns for tax years subject to examination by tax authorities include 2007 and 2008 through the current period for state and federal tax reporting purposes, respectively.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~Stock~~During April, 2012, the Company entered into a bridge loan with an unrelated party for $100,000. The loan is unsecured, has an annual interest rate of 12% on the outstanding, unpaid principal and matures in October, 2012. Prior to the maturity date, the holder may convert the entire principal and accrued interest then outstanding into common stock of the Company. Furthermore, should the Company secure financing prior to the maturity date; the bridge loan shall automatically convert into common stock of the Company at a cost of $1.00 per share. The holder will receive one five-~~Based~~year ~~Compensation~~warrant attached to each share of stock. Two warrants will acquire an additional share of common stock for $1.50 of acquirer. In addition, the holder will be issued warrants exercisable at $0.01 per share, exercisable at the time of closing a private placement offering ("PPO") of acquirer or the next round of funding of acquirer. If the share value is less than $1.25, an appropriate number of warrants may be exercised by the holder giving the holder additional shares at the cost of $0.01 per share to effect conversion at a 25% discount from the share price of the PPO or the next round of funding .If the Company is unable to close a financing within 180 days after the closing of the Holder’s applicable closing date, the holder shall have the right to require the Company to purchase all of the Conversion Shares (the “Put Right”) for $1.50 per share (“Put Price”).Holder shall exercise the Put Right within 30 days after the maturity date. Subsequent to September 30, 2012 the Company did not make the required payments due under the terms of the bridge loan which resulted in an event of default.

~~The~~At ~~Company~~the ~~accounts~~discretion ~~for~~of ~~stock~~the ~~options~~investor the outstanding byprincipal ~~recognizing~~amount ~~compensation~~and ~~expense~~all ~~for~~accrued ~~stock-based~~interest ~~payments~~is ~~based~~convertible oninto shares of the ~~estimated~~Company’s ~~fair~~common ~~value~~stock ofand warrants to purchase common stock. The 950,000 warrants were valued at $774,129 applying the ~~awards~~Black-Scholes pricing model. ~~This~~Using ~~accounting~~the ~~guidance~~value of the warrants ~~also~~the ~~requires~~Company ~~that~~calculated the ~~benefits~~value of ~~tax~~the ~~deductions~~beneficial inconversion ~~excess~~options ofto ~~compensation~~be ~~cost~~$521,981 ~~recognized~~to ~~for~~be ~~stock~~amortized ~~awards~~over ~~and~~the ~~options~~remaining ~~(excess~~estimated ~~tax~~life. ~~benefits)~~The bevalue ~~presented~~of asthe ~~financing~~warrants ~~cash~~under ~~inflows~~this inagreement was determined using the ~~statement~~following assumptions: lives of ~~cash~~5 ~~flows~~years, exercise price of $2.00, no dividend payments, 118.00% volatility, and a risk free rate of 0.83%.

Compensation expense for all stock-based payments granted are based on the estimated grant date fair value and recognized in earnings over the requisite service period (generally the vesting period). The Company records compensation expense related to non-employees over the vesting periods of such awards.

	September 30, 2012
Convertible bridge loans principal amount	$	1,900,000

Effect of beneficial conversion		(521,981	)

Accretion of debt discount		521,981

Net convertible bridge loans	$	1,900,000

~~Revenue~~Notes Payable ~~Recognition~~Maturity Schedule

~~The~~At ~~Company recognizes revenue from the~~September ~~sale of gold and co-products when the following conditions are met: persuasive evidence of an arrangement exists~~30, ~~delivery has occurred in accordance with the terms of the arrangement, the price is fixed or determinable, and collectability is reasonably assured.~~2012

Revenue for gold dore is recognized at the time of delivery and transfer of title to counterparties.

	Related Party		Other
Year Ended	Notes		Notes		Total
2012	$	2,952,039	$	300,000	$	3,252,039

The Company received an up-front payment of $10,000,000, through an ore purchase agreement from a related party dated April 15, 2011 (Note 10) to sell 80% of the first 41,700 ounces of gold and 6.5% of the gold produced after 250,000 ounces from the Golden Dream Mine at the Elkhorn Project. The $10,000,000 payment has been recognized as a refundable customer deposit until the gold is sold. For each ounce of gold delivered under the ore purchase agreement, the Company will pay the related party, subject to certain adjustments, (i) with respect to 80% of the first 41,700 ounces sold, the lesser of $500 per ounce or the latest COMEX spot gold price at the time of sale and (ii) with respect to each ounce of gold over 250,000 ounces, the lesser of $600 or the latest COMEX spot gold price at the time of sale. All pricing is subject to adjustment by an agreed upon inflation factor.

The refundable customer deposit is considered current due to the related party having the right, upon written notice, at its option to demand repayment of the upfront cash deposit, without interest, for any shortfall in delivered ounces and the uncertainty of the commencement of ore production and the price of gold.

Management Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Note 3 - Management’s Plan

At June 30, 2012, the Company has not generated any revenues to fund operations. The continuation of the Company as a going concern is dependent upon the ability of the Company to meet financial requirements for mine development and raise additional capital, which will likely involve the issuance of debt and/or equity securities. All of the companies mining projects have been placed in care of maintenance until the Company secures additional financing. These factors raise substantial doubt as to the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 47 - ~~Consolidated~~Push-Down ~~Balance~~Debt, ~~Sheet~~Interest, ~~Disclosures~~and Redemption Obligation of Parent and Its Affiliate

~~Inventory~~During May 2010, the Company entered into a pledge agreement with the Parent and an investor group. Through the agreement the Company’s assets serve as collateral for multiple loans of the Parent to the investors group. The agreement states that all loans and redeemable interest are jointly and severally obligations of the Parent and the investor group may allocate payments at its discretion. Although the Company is not a maker or guarantor on the loans, the loans have been “pushed down” to the Company in the accompanying consolidated financial statements in accordance with Statement of Accounting Bulletin No 54. The following is a summary of the loans as of the nine months ended September 30, 2012 and year ended December 31, 2011.

Inventory is summarized as follows:	June 30, 2012			December 31, 2011
Materials and supplies	$	2,111,707		$	2,136,302
Stockpiled ore		693,700			693,700
Allowance for obsolete materials and supplies inventory		(1,916,926	)		(1,917,326	)
	$	888,481		$	912,676

There were no mineral inventory impairments during the period ended June 30, 2012 or the year ended December 31, 2011.

Buildings, Equipment, and Land

Buildings, equipment, and land consist of the following:

	June 30, 2012			December 31, 2011
Mining equipment	$	8,886,851		$	8,886,851
Crushers		2,371,808			2,371,808
Buildings		871,703			871,703
Equipment		1,413,313			1,380,173
Land		164,752			164,752
Office equipment		113,542			113,542
Vehicles		117,830			117,830
Software		39,899			39,899
Computer equipment		17,972			17,972
		13,997,670			13,964,530
Less accumulated depreciation		(8,424,105	)		(8,343,344	)
	$	5,573,565		$	5,621,186

Depreciation expense for the six months ended June 30, 2012 and June 30, 2011 was $2,082 and $5,474, respectively. For the six months ended June 30, 2012 and June 30, 2011, $78,678 and $0 depreciation expense was capitalized, respectively.

Montana Tunnels ceased mining during November 2008, after completion of the L-Pit, and completed milling of stockpiled ore at the end of April 2009, at which time the mine was placed on care and maintenance until finances are secured to initiate the mine pit (M-Pit) expansion. Accordingly, there was no depreciation expense relating to Montana Tunnels for the six months ended June 30, 2012, and June 30, 2011.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

	September 30, 2012		December 31, 2011

$5,000,000, 12% Series A convertible notes. These notes were due in December 2007. The notes pay interest at the rate of 12% per annum, payable on the maturity date or within 30 days after conversion. In the case of default, interest on the notes accrues at 18%. During 2007, the notes were extended to December 2009. During May 2009, the accrued and unpaid interest was included in the revised notes. Included in the revision, the convertible notes accrue interest at 18% per annum, compounded quarterly, and are due in November 2013. Interest only payments are to be made quarterly. At the election of the holder, principal amounts of the notes are convertible into membership units at $50,000 per membership unit or into membership interests of the Parent. The Company’s mining properties and equipment have been pledged as collateral to these notes.	$	5,791,701	$	5,791,701

On May 14, 2007, an affiliate of the Parent entered into a loan for $8,050,000. The loan was due May 2009. The loan pays interest at the rate of 12% per annum, payable monthly. During May 2009, the accrued and unpaid interest was included in the revised notes. Included in the revision, the loans accrue interest at 18% per annum, compounded quarterly, and are due November 2013.

At the election of the holder, the principal amount of the loan can be exchanged for $13,416,666 of Series A Bonds of the Parent. The Company’s mining properties and equipment have been pledged as collateral to this note.		9,680,125		9,680,125

On January 22, 2008, an affiliate of the Parent entered into a loan for $5,000,000. The loan was due January 2009. The loan pays interest at the rate of 12% per annum, payable monthly. During May 2009, the accrued and unpaid interest was included in the revised notes. Included in the revision, the loans accrue interest at 18% per annum, compounded quarterly, and are due November 2013. At the election of the holder, the principal amount of the loan can be exchanged for shares of an investment of the Parent at $1.00 per share, exchanged for $1,350,000 of Series A Convertible Bond, or exchanged for bonds of an investment of the Parent at $1.00 principal for each $1.00 par amount of a bond. The Company’s mining properties and equipment have been pledged as collateral to this note.		6,108,022		6,108,022

Total push-down debt of the Parent and its affiliate		21,579,848		21,579,848

An affiliate of the Parent offered redeemable options to certain debt holders (“Optionee”) to purchase membership units in an equity owner of the Parent. The affiliate as Optionor grants to each Optionee the option to put all or any portion of the membership units to the affiliate, whereupon the affiliate shall have the obligation to purchase the put units at the Optionees’ cost plus 15% annualized return, less cash distributions or the fair market value of in-kind distributions, which shall first be deducted from the 15% annualized return from each Optionee’s date of acquisition of the units. The affiliate will satisfy the put by executing and delivering to each Optionee the affiliates’ fully amortized 60-month note in the amount of the put price bearing interest at 12% per annum. The Optionees have the right to exercise the put at any time until 60 days after all push-down debt and related interest have been repaid in full. The Company’s mining properties and equipment have been pledged as collateral to the redeemable interest.		5,950,000		5,950,000

Push-down accrued interest of the Parent and its affiliate		24,461,002		18,813,444

	$	51,990,850	$	46,343,292

Notes to Consolidated Financial Statements (Unaudited)

Net Mining Properties, Mine Development, and Mineral Interests

Mine development and mineral interests consist of the following:

	June 30, 2012						December 31, 2011
	Mine Development		Mining Properties and Mineral Interest		Total Book Value		Mine Development		Mining Properties and Mineral Interest		Total Book Value
Montana Tunnels	$	-	$	13,129,669	$	13,129,669	$	-	$	13,129,669	$	13,129,669
Golden Dream Mine		5,167,219		2,615,194		7,782,413		3,869,342		2,615,195		6,484,537
Gold Hill/Mount Heagan		-		665,949		665,949		-		635,883		635,883
Total mine development and mineral interest, net	$	5,167,219	$	16,410,812	$	21,578,031	$	3,869,342	$	16,380,747	$	20,250,089

Depletion expense related to MTMI mining properties for the six months ended June 30, 2012 and 2011 was zero. MTMI ceased mining during November 2008 and completed milling of stockpiled ore at the end of April 2009, at which time the mine was placed on care and maintenance. Accordingly, there was no depletion for the six months ended June 30, 2012 and June 30, 2011. All of the companies mining projects have been placed in care of maintenance until the Company secures additional financing.

Other Mine Development and Mineral Interests

EGI owns the Elkhorn Project, located in the Elkhorn Mountains of Jefferson County, Montana. The Elkhorn Project consists of one permitted mine and three known gold mineralized deposits – Golden Dream Mine (formerly referred to as the Sourdough Mine), and the Elkhorn Project mineralized deposits. The Company developed a five-year mine plan on the Golden Dream Mine deposit, which is projected to mine and process 1.2 million tons of gold and copper bearing ore. The permit process has been completed, and the Company has initiated mine development activities. The Elkhorn Project are in the preliminary stages of drilling to define the ore body, developing the mine plan, and applying for the required permits from the regulatory agencies before proceeding with mining operations.

The costs associated with the Mount Heagan mineral properties are net smelter royalty payments with a monthly pre-production minimum. The monthly minimum payments are $5,000. The total payments made under the agreement at June 30, 2012 from the inception of the agreement are approximately $665,000 and will not exceed $1,500,000.

The costs associated with the Golden Dream Mine property were used to establish the viability of the mine site. These include all direct costs of development since the Company’s internal evaluation established proven and probable reserves.

Accrued Liabilities

Accrued liabilities consist of the following:	June 30, 2012		December 31, 2011
Property and mining taxes payable	$	2,942,810	$	2,630,365
Accrued interest		566,444		106,358
Professional fees		387,325		-
Environmental remediation		380,000		380,000
Payroll and related expenses		216,312		130,509
Other		48,000		-
	$	4,540,891	$	3,247,232

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~Note~~During 42012 –and ~~Series~~2011, Athe 8%Parent ~~Bonds~~and its affiliate have not made the interest payments on the notes or bonds; thus, an event of default is present. Because of the non-payment of interest, the Company has classified the notes and bonds as current.

	June 30, 2012			December 31, 2011
During July 2010, the Company entered into Series A 8% bonds for a total of $5,000,000, of which $1,235,500 was funded during 2010 and $164,279 was funded during 2011. The bonds mature during July 2012, with interest accruing at 8%. Upon the event of default, interest on the bonds accrues at 12%. The unpaid interest on the bonds shall be due and payable quarterly in arrears on the last day of each October, January, April, and July commencing in October 2010. The Company will make a bonus payment of $50,000 per bond upon maturity. The Company has not made all of their required interest payments due under the terms of the bonds which may result in an event of default. The Bonds are due July 31, 2012 resulting in the Company classifying them as current. The holders each received five-year warrants to purchase 0.67 membership units of EGLLC per $50,000 bond at a purchase price of $37,500 per membership unit and on July 31, 2011 an additional five-year warrant to purchase 0.67 membership units of EGLLC per $50,000 bond at a purchase price of $37,500 per membership unit was issued. The warrants expire July 31, 2015.	$	919,779		$	1,399,779
Less current portion		(919,779	)		(1,399,779	)
	$	-		$	-

Note 8 - Capital Leases

~~Current~~The ~~Notes~~Company ~~Payable~~has ~~Maturities~~acquired equipment under the provisions of long-term capitalized leases. For financial reporting purposes, the present value of future minimum lease payments relating to the assets has been capitalized. The leases expire in September 2013. Amortization of the leased property is being capitalized.

~~Maturities~~The ofassets ~~notes~~under ~~payable~~capital ~~obligations~~lease have cost ~~are~~and accumulated amortization as follows at September 30, 2012 and December 31, 2011:

At June 30, 2012	Related Party			Other
	September 30, 2012			December 31, 2011
2012	$	719,779		$	200,000
Equipment	$	916,736		$	916,736
Less accumulated depreciation		(112,936	)		(48,963	)
	$	803,800		$	867,773
Maturities of capital lease obligations are as follows:
Year Ending December 31,
2012	$	158,353		$	385,358
2013		49,648			49,780
Total minimum lease payments		208,001			435,138
Amount representing interest		(28,029	)		(60,326	)
Present value of net minimum lease payments		179,972			374,812
Less current portion		(179,972	)		(335,093	)
Long-term capital lease obligation	$	-		$	39,719

Note ~~5 - Push-Down Debt, Interest,~~ ~~and~~9 ~~Redemption~~– ~~Obligation~~Shareholders’ ~~of Parent and Its Affiliate~~Deficit

OnCommon ~~May~~Stock 15, 2010, the Company entered into a pledge agreement with the Parent and an investor group. Through the agreement the Company’s assets serve as collateral for multiple loans of the Parent to the investors group. The agreement states that all loans and redeemable interest are jointly and severally obligations of the Parent and the investor group may allocate payments at its discretion. Although the Company is not a maker or guarantor on the loans, the loans have been “pushed down” to the Company in the accompanying consolidated financial statements in accordance with Statement of Accounting Bulletin No 54. The following is a summary of the loans as of the six months ended June 30, 2012 and year ended December 31, 2011.

As of September 30, 2012, the authorized share capital of the Company consisted of 300,000,000 shares of common stock with a par value of $0.001 per share. There were 198,550,000 shares of common stock issued and outstanding as of September 30, 2012.

On June 8, 2012 the Company recorded a 2 for 1 forward stock split on the Company’s common stock outstanding in the form of a dividend with a Declaration Date of May 8, 2012 and a Record Date of May 17, 2012. The stock split entitled each common stock shareholder as of the Record Date to receive one additional share of common stock for each share owned. All share and per share amounts presented in the accompanying consolidated financial statements have been restated to reflect this change.

During May and June 2012, the Company completed a private placement for 150,000 and 230,000 units for $150,000 and $230,000, respectively. Each unit consisted of one share of our common stock and a warrant, representing the right to purchase one-half share of common stock, exercisable for a period of five (5) years from issuance, at an exercise price of $1.50 per whole share. The shares of common stock contained in the units and underling the warrants carry mandatory registration rights. Subsequent to the private placement the investors agreed to renounce all right, title and interest in and to the warrants contained in the private placement units.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Series A Convertible Notes		June 30, 2012				December 31, 2011
$5,000,000, 12% Series A convertible notes. These notes were due in December 2007. The notes pay interest at the rate of 12% per annum, payable on the maturity date or within 30 days after conversion. In the case of default, interest on the notes accrues at 18%. During 2007, the notes were extended to December 2009. During May 2009, the accrued and unpaid interest was included in the revised notes. Included in the revision, the convertible notes accrue interest at 18% per annum compounded quarterly and are due in November 2013. Interest only payments equivalent to 12% of the face amount commenced during April 2010 and were to be made quarterly. At the election of the holder, principal amounts of the notes are convertible into membership units at $50,000 per membership unit or into membership interests of the Parent. The Company’s mining properties and equipment have been pledged as collateral to these notes.		$	5,791,701			$	5,791,701

The Company agreed to file the registration statement no later than ninety (90) calendar days following the final closing of the private placement and use its best efforts to ensure that such registration statement is declared effective within one hundred fifty (150) calendar days of filing with the SEC (the “Effectiveness Deadline”).

	June 30, 2012		December 31, 2011
On May 14, 2007, an affiliate of the Parent entered into a loan for $8,050,000. The loan was due May 2009. The loan pays interest at the rate of 12% per annum, payable monthly. During May 2009, the accrued and unpaid interest was included in the revised notes. Included in the revision, the loans accrue interest at 18% per annum compounded quarterly and are due November 2013. At the election of the holder, the principal amount of the loan can be exchanged for $13,416,666 of Series A Bonds of the Parent that is held by the affiliate. The Company’s mining properties and equipment have been pledged as collateral to this note.		9,680,125		9,680,125
On January 22, 2008, an affiliate of the Parent entered into a loan for $5,000,000. The loan was due January 2009. The loan pays interest at the rate of 12% per annum, payable monthly. During May 2009, as part of the $1,000,000 note agreement, the accrued and unpaid interest was included in the revised notes. Included in the revision, the loans accrue interest at 18% per annum compounded quarterly and are due November 2013. At the election of the holder, the principal amount of the loan can be exchanged for shares of an investment of the Parent at $1.00 per share, exchanged for $1,350,000 of Series A Convertible Bond, or exchanged for bonds of an investment of the Parent at $1.00 principal for each $1.00 par amount of a bond. The Company’s mining properties and equipment have been pledged as collateral to this note.		6,108,022		6,108,022
Total push-down debt of the Parent and its affiliate		21,579,848		21,579,848

If the Company is late in filing the registration statement or if the registration statement is not declared effective by the Effectiveness Deadline, monetary penalties payable by the Company to each holder of registrable securities will commence to accrue and cumulate at a rate equal to one percent (1.0%) of the purchase price per share paid by such holder for the registrable securities for each full period of 30 days that (i) the Company is late in filing the registration statement or (ii) the registration statement is late in being declared effective by the SEC (which shall be pro-rated for any period less than 30 days); provided, however, that in no event shall the aggregate of any such penalties exceed ten percent (10%) of the purchase price per share paid by such holder for the registrable securities. Notwithstanding the foregoing, no payments shall be owed with respect to any period during which all of the holder’s registrable securities may be sold by such holder under Rule 144 or pursuant to another exemption from registration. Moreover, no such payments shall be due and payable with respect to any registrable securities we are unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act.

The Company has agreed to maintain the effectiveness of the registration statement through the earlier of second anniversary of the date the registration statement is declared effective by the SEC or until Rule 144 of the Securities Act is available to the holders to allow them to sell all of their registrable securities thereunder. The holders of any registrable securities removed from the registration statement as a result of any Rule 415 or other comments from the SEC shall have “piggyback” registration rights for the shares of common stock or common stock underlying such warrants with respect to any registration statement filed by us following the effectiveness of the registration statement which would permit the inclusion of these shares. As of September 30, 2012, the Company has accrued a $38,000 for potential penalties related to the registration of the shares from the private stock sale.

Convertible Redeemable Preferred Stock

The authorized share capital of the Company includes 10,000,000 shares of Series A Convertible Redeemable Preferred Stock (“Preferred Stock”) with a par value of $0.001 per share. The holder of the Preferred Stock is entitled to receive, out of funds legally available therefor, cumulative non-compounding preferential dividends at the rate of 12% non-cumulative of the stated value of $6.00 per share per year. No dividends may be declared or paid on the shares of common stock or any other capital stock of the Company so long as any shares of the Preferred Stock remain outstanding. As of September 30, 2012, no dividends have been declared on the Preferred Stock. However, the Company has accrued dividends in arrears totaling $3,500,000 to the benefit of the Preferred Stock shareholders. The Preferred Stock has been designated to pay off the push down obligation which has been collateralized by assets of the Company. As money is distributed to the holder of the Preferred Stock either as a dividend or in redemption, it must be used to pay the interest and principle on the push down obligation that is reflected in the accompanying financial statements. The Preferred Stock has been initially recorded at its estimated fair value of $8,009,150 based upon the discounted cash flows to be received by stock holders.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

	June 30, 2012		December 31, 2011
An affiliate of the Parent offered redeemable options to certain debt holders (“Optionee”) to purchase membership units in a equity owner of the Parent. The affiliate as Optionor grants to each Optionee the option to put all or any portion of the membership units to the affiliate, whereupon the affiliate shall have the obligation to purchase the put units at the Optionees’ cost plus 15% annualized return, less cash distributions or the fair market value of in-kind distributions, which shall first be deducted from the 15% annualized return from each Optionee’s date of acquisition of the units. The affiliate will satisfy the put by executing and delivering to each Optionee the affiliates’ fully amortized 60-month note in the amount of the put price bearing interest at 12% per annum. The Optionees have the right to exercise the put at any time until 60 days after all push-down debt and related interest have been repaid in full. The Company’s mining properties and equipment have been pledged as collateral to the redeemable interest.		5,950,000		5,950,000
Push-down accrued interest of the Parent and its affiliate		22,549,037		18,813,444
	$	50,078,885	$	46,343,292

The Preferred Stock redemption rights can be exercised by the stockholder the earlier of October 6, 2012 or with the production of 25,000 ounces of gold. The redemption is not considered probable because the Company’s mines are on care and maintenance and redemption would place the Company in insolvency, which by state law is not permitted. As of September 30, 2012 the Company did not adjust the carrying value for any changes in the redemption value because redemption is contingent on ore production and not probable until the Company secures additional funding.

~~During 2012 and 2011, the Parent and its~~Stock ~~affiliate~~Option ~~have not made the interest payments on the notes or bonds; thus, an event of default is present. Because of the non-payment of interest, the Company has classified the notes and bonds as current.~~Plan

~~Note~~The 6Company's stockholders –approved ~~Convertible~~the ~~Bridge~~2012 Equity Incentive Plan (the “2012 Plan") on April 5, 2012 pursuant to which a total of ~~Loans~~20,000,000 shares of common stock have been reserved for issuance to eligible employees, consultants, and directors of the Company. The 2012 Plan provides for awards of non-statutory stock options, incentive stock options, stock appreciation rights, performance share awards, and restrictive stock awards within the meaning of Section 422 of the IRC of 1986, as amended and stock purchase rights to purchase shares of the Company's common stock.

~~During~~The ~~February~~ 2012~~, the Company entered~~ ~~into~~Plan ~~three~~is ~~convertible~~administered ~~bridge~~by ~~loans~~the ~~with related parties totaling $1~~Board,~~800,000.~~ ~~The~~which ~~loans~~has ~~are~~the ~~unsecured~~authority ~~and~~to ~~call~~select ~~for 12% annual interest on~~ the ~~outstanding~~individuals ~~unpaid~~to ~~principal.~~whom ~~The~~awards ~~loans~~will ~~are~~be ~~convertible~~granted ~~into~~and ~~common~~to ~~stock~~determine whether atand anto ~~exercise~~what ~~price~~extent ofstock ~~$1.00~~options ~~per~~and ~~share,~~stock ~~with the~~purchase ~~holder~~rights ~~receiving~~are ~~one five-year warrant attached~~ to ~~each~~be ~~share.~~granted, ~~Two warrants will allow~~ the ~~holder~~number ~~the~~of ~~rights~~shares ~~to acquire an additional share~~ of common stock ~~for~~to ~~$1.50. In addition, the holder will~~ be covered ~~issued~~by ~~warrants~~each ~~exercisable at $0.01 per share~~award, ~~exercisable at~~ the ~~time~~vesting schedule of ~~closing~~stock aoptions ~~private placement offering~~ (~~“PPO”)~~generally orstraight ~~the~~line ~~next~~over ~~round~~a period of ~~funding.~~three Ifyears), ~~the~~and ~~share~~all ~~value of the~~other ~~PPO~~terms isand ~~less~~conditions ~~than $1.25, an appropriate number~~ of ~~warrants~~each ~~may~~award. beStock ~~exercised~~options byhave ~~the~~a ~~holder~~maximum ~~giving~~term ~~the holder additional shares at the cost~~ of ~~$0.01~~ten ~~per~~years ~~share~~and toincentive ~~effect~~stock ~~conversion~~options athave a ~~25%~~maximum ~~discount~~term of ~~from~~five ~~the~~years. ~~share~~It ~~price~~is of the ~~PPO~~Company's orpractice ~~the~~to ~~next~~grant ~~round~~options ofto ~~funding. Assuming~~employees ~~the~~with ~~public~~exercise ~~transaction~~prices ~~completes,~~equal ~~but~~to ~~the PPO~~ or ~~other~~greater ~~equity~~than ~~financing is not completed within six months,~~ the ~~holder~~estimated ~~may~~fair ~~put~~market ~~the~~value ~~shares~~of toits ~~the~~common ~~Company at $2~~stock.00 ~~per share.~~ The ~~loans mature on August 29,~~ 2012, ~~and~~Plan ~~prior~~shall toterminate ~~that~~within ~~date,~~ten ~~but after the closing of the PPO~~years.

The fair value of each award is estimated on the date of grant. Stock option values are estimated using the Black Scholes option valuation model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of options granted, the Company aggregates option recipients into groups that have similar option exercise behavioral traits. Expected volatilities used in the valuation model are based on the average volatility of stock for three publicly traded companies determined to be in a similar industry and with the same market capitalization as the Company. The risk free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. The valuation model assumes no dividends. The forfeiture rate is 15%. During the period ended September 30, 2012, the Company has recorded stock based compensation expense of $1,213,154 associated with stock options. As of September 30, 2012, the Company has estimated approximately $6,730,000 of future compensation costs related to the unvested portions of outstanding stock options. Stock based compensation related to common stock issued to a third party vendor in exchange for services of $536,913, with no forfeiture rate, was included in general and administrative expenses in the statement of operations in the nine months ended September 30, 2012. As of September 30, 2012, the Company has estimated approximately $536,000 of future general and administrative expense related to the unvested portions of outstanding stock options.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

~~During April, 2012, the Company entered~~Stock ~~into~~option aactivity ~~bridge loan with an unrelated party~~ for ~~$100,000. The loan is unsecured, has an annual interest rate of 12% on~~ the ~~outstanding, unpaid~~nine ~~principal~~months ~~and~~ended ~~matures~~September ~~in October~~30, 2012. ~~Prior~~was ~~to the maturity date, the holder may convert the entire principal and accrued interest then outstanding into common stock of the Company. Furthermore, should the Company secure “Financing”,~~ as ~~defined~~ in the note, prior to the maturity date, the bridge loan shall automatically convert into common stock of the Company at a cost of $1.00 per share. The holder will receive one five-year warrant attached to each share of stock. Two warrants will acquire an additional share of common stock for $1.50 of acquirer. In addition, the holder will be issued warrants exercisable at $0.01 per share, exercisable at the time of closing a private placement offering ("PPO") of acquirer or the next round of funding of acquirer. If the share value is less than $1.25, an appropriate number of warrants may be exercised by the holder giving the holder additional shares at the cost of $0.01 per share to effect conversion at a 25% discount from the share price of the PPO or the next round of funding. If the Company is unable to close a financing by the maturity date, the holder shall have the right to require the Company to purchase all of the Conversion Shares (the “Put Right”) for $1.50 per share (“Put Price”). Holder shall exercise the Put Right within 30 days after the maturity date.follows:

Convertible Bridge Loan Maturities

	Incentive			Weighted
	Stock			Average
	Options			Exercise Price
Outstanding - December 31, 2011		-		$	-
Granted		12,920,000			0.96
Forfeited/canceled		(230,000	)		1.00
Exercised		-			-
Outstanding - September 30, 2012		12,690,000		$	0.96

~~Maturities~~The offollowing ~~Bridge~~table ~~Loan~~presents ~~obligations~~the ~~are~~composition asof ~~follows~~options outstanding and exercisable:

At June 30, 2012		Related Party				Other
				Options Outstanding								Options Exercisable
2012		$	1,800,000			$	100,000
Range of Exercise Prices				Number				Price*		Life*		Number		Price*
$	0.75				2,000,000			$	0.75		9.57		871,233	$	0.75
	1.00				10,690,000				1.00		9.52		1,729,552		1.00
	Total - September 30, 2012				12,690,000			$	0.96		9.52		2,600,785	$	0.96

At*Price ~~the~~and ~~discretion~~Life ofreflect the ~~investor~~weighted ~~the outstanding~~average ~~principal~~exercise ~~amount~~price and ~~all~~weighted ~~accrued~~average interest is convertible into shares of the Company’s common stock and warrants to purchase common stock. The 950,000 warrants were valued at $774,129 applying the Black-Scholes pricing model. Using the value of the warrants the Company calculated the value of the beneficial conversion options to be $521,981 to be amortized over the remaining ~~estimated life.~~contractual ~~The value of the warrants under this agreement was determined using the following assumptions: lives of 5 years~~life, ~~exercise price of $2~~respectively.~~00, no dividend payments, 118.00% volatility, and a risk free rate of 0.83%.~~

	June 30, 2012
Convertible bridge loans principal amount	$	1,900,000
Effect of beneficial conversion		(521,981	)
Accretion of debt discount		364,822
Net convertible bridge loans	$	1,742,841

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used:

Note 7 - Capital Leases

The Company has acquired equipment under the provisions of long-term capitalized leases. For financial reporting purposes, the present value of future minimum lease payments relating to the assets has been capitalized. The leases expire in September 2013. Amortization of the leased property is being capitalized.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The assets under capital lease have cost and accumulated amortization as follows at June 30, 2012 and December 31, 2011:

		September 30,
		2012
Approximate risk-free rate		0.18%-0.45%
Average expected term		1-3 years
Dividend yield		-%
Volatility		118.00%
Estimated fair value of total options granted		$0.65-$0.78

	June 30, 2012			December 31, 2012
Equipment	$	416,869		$	416,869
Less accumulated depreciation		(71,280	)		(9,993	)
	$	345,589		$	406,876
Maturities of capital lease obligations are as follows:
Year Ending December 31,
2012	$	178,103		$	385,358
2013		49,648			49,780
Total minimum lease payments		227,751			435,138
Amount representing interest		(29,359	)		(60,326	)
Present value of net minimum lease payments		198,392			374,812
Less current portion		(190,593	)		(335,093	)
Long-term capital lease obligation	$	7,799		$	39,719

Warrants

~~Note~~The Company 8issued –750,000 ~~Shareholders’~~warrants ~~Deficit~~in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expires within 5 years of being exercised. The warrants were valued at $435,014 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of 0.83% and no dividend yield.

~~Common~~The ~~Stock~~Company issued 50,000 warrants in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expires within 5 years of being exercised. The warrants were valued at $28,984 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of 0.83% and no dividend yield.

AsThe ofCompany issued ~~June 30~~100,000 ~~2012,~~warrants ~~the~~in ~~authorized~~connection ~~share capital~~with ofsecuring ~~the~~a ~~Company~~convertible ~~consisted~~bridge ofloan. ~~300,000,000~~The ~~shares~~agreement ofprovides ~~common~~and ~~stock~~exercise ~~with~~price ~~a par value~~ of $02.~~001~~00 which ~~per~~expires ~~share~~within 5 years of being exercised. ~~There~~The warrants were ~~198~~valued at $29,~~550,000~~984 using the Black-Scholes option pricing model ~~shares~~with the assumption of ~~common~~118.00% ~~stock~~volatility, ~~issued~~of ~~and~~the ~~outstanding~~risk asfree rate of ~~June~~0.83% ~~30,~~and ~~2012~~no dividend yield.

OnThe Company ~~June~~issued 850,000 ~~2012~~warrants ~~the~~in ~~Industry~~connection ~~Regulatory Authority~~with orsecuring ~~FINRA approved~~ a 2convertible ~~for~~bridge 1loan. ~~forward~~The ~~stock~~agreement ~~split~~provides onand ~~the~~exercise price ~~Company’s~~of ~~common~~$2.00 ~~stock~~which ~~outstanding~~expires inwithin ~~the~~5 ~~form~~years of abeing ~~dividend with a Record Date of May 17, 2012~~exercised. The ~~stock~~warrants ~~split~~were ~~entitled~~valued ~~each~~at ~~common~~$29,000 ~~stock~~using ~~shareholder as of~~ the ~~Record~~Black-Scholes option ~~Date~~pricing tomodel ~~receive~~with ~~one additional~~the ~~share~~assumption of ~~common stock for each share owned~~118.00% ~~All~~volatility, ~~share~~of ~~and per share amounts presented in~~ the ~~accompanying~~risk ~~consolidated financial~~free ~~statements~~rate ~~have~~of ~~been~~0.83% ~~restated~~and tono ~~reflect this change~~dividend yield.

~~During~~The ~~May and June 2012, the~~ Company ~~closed~~ aissued ~~private placement for 150~~315,000 ~~and~~warrants ~~230,000~~in ~~units~~consideration ~~for $150,000 and $230,000, respectively. Each unit consisted~~ of ~~one~~marketing ~~share of our common stock and~~ a ~~warrant,~~private ~~representing~~placement ~~the~~financing. ~~right~~The toagreement ~~purchase~~provides ~~one-half~~and ~~share of common stock, exercisable for a period of five (5) years from issuance, at an~~ exercise price of $1.50 ~~per~~which ~~whole~~expires ~~share. The~~if ~~shares~~unexercised ofwithin ~~common~~5 ~~stock~~years. ~~contained~~The ~~in the units and underling the~~ warrants ~~carry~~were ~~mandatory~~valued ~~registration~~at ~~rights.~~$306,568 ~~The~~using ~~investors~~the inBlack-Scholes ~~this~~option ~~private placement agreed to renounce~~pricing ~~all~~model ~~right,~~with ~~title~~the ~~and~~assumption ~~interest~~of in204.37% ~~and~~volatility, toof the ~~warrants~~risk ~~contained~~free inrate ~~the~~of ~~private~~0.73% ~~placement~~and ~~units~~no dividend yield.

~~The~~Note ~~Company~~9 ~~agreed~~- toRelated ~~file~~Party the registration statement no later than ninety (90) calendar days following the final closing of this private placement and use its best efforts to ensure that such registration statement is declared effective within one hundred fifty (150) calendar days of filing with the SEC (the “Effectiveness Deadline”).Transactions

During 2011, the Company entered into an ore purchase agreement (“Agreement”) with an affiliate of EGI to sell 80% of the first 41,700 ounces of gold produced from the Golden Dream Mine for an up-front payment of $10,000,000 of consideration.(Note 5).

Upon the closing of the Merger, the Company entered into a management services agreement with Black Diamond Financial Group, LLC to provide certain management, financial and accounting services for $15,000 per month plus $200 per hour for each additional hour of service in excess of 125 hours to the Company. The management services agreement has an initial term of three years and may be extended thereafter for successive one-year terms. As of September 30, 2012 management fee expense was $90,000.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

IfAs the Company is late in filing the registration statement or if the registration statement is not declared effective by the Effectiveness Deadline, monetary penalties payable by the Company to each holder of ~~registrable~~September ~~securities will commence to accrue and cumulate at a rate equal to one percent (1.00%) of the purchase price per share paid by such holder for the registrable securities for each full period of~~ 30 days that (i) the Company is late in filing the registration statement or (ii) the registration statement is late in being declared effective by the SEC (which shall be pro rated for any period less than 30 days); provided, ~~however~~2012, ~~that~~there inwas ~~no event shall the aggregate of any such penalties exceed ten percent (~~$10~~%) of the purchase price per share paid by such holder for the registrable securities. Notwithstanding the foregoing~~, ~~no payments shall be owed with respect to any period during which all of the holder’s registrable~~000 securities may be sold by such holder under Rule 144 or pursuant to another exemption from registration. Moreover, no such payments shall be due and payable with respect to any registrable securities the Company is unable to register due to limits imposed by the SEC’s interpretation of ~~Rule~~related ~~415~~party ~~under~~payables ~~the~~included ~~Securities~~in ~~Act~~accounts ~~of 1933, as amended (the “Securities Act”)~~payable.

The Company has agreed to maintain the effectiveness of the registration statement through the earlier of second anniversary of the date the registration statement is declared effective by the SEC or until Rule 144 of the Securities Act is available to the holders to allow them to sell all of their registrable securities thereunder. The holders of any registrable securities removed from the registration statement as a result of any Rule 415 or other comments from the SEC shall have “piggyback” registration rights for the shares of common stock or common stock underlying such warrants with respect to any registration statement filed by us following the effectiveness of the registration statement which would permit the inclusion of these shares. As of June 30, 2012, the Company has accrued a $38,000 for potential penalties related to the registration of the shares from the private stock sale.

Convertible Redeemable Preferred Stock

The authorized share capital of the Company includes 10,000,000 shares of Series A Convertible Redeemable Preferred Stock with a par value of $0.001 per share. The holder of the Series A Convertible Redeemable Preferred Stock is entitled to receive, out of funds legally available therefor, cumulative non-compounding preferential dividends at the rate of 12% non-cumulative of the stated value of $6.00 per share per annum (the “Preferential Dividend”). No dividends may be declared or paid on the shares of common stock or any other capital stock of the Company so long as any shares of Series A Convertible Redeemable Preferred Stock remain outstanding. As of June 30, 2012, no dividends have been declared to the Series A Convertible Redeemable Preferred Stock shareholders. However, the Company has accrued dividends in arrears totaling $1,700,000 to the benefit of the Series A Convertible Redeemable Preferred Stock shareholders. The preferred stock has been designated to pay off the debt which has been collateralized by assets of the Company. (The push Down debt. ) As money is distributed to the holder of the preferred stock either as a dividend or in redemption, it must be used to pay the interest and principle on that debt that is reflected in the accompany financial statements. (See note5). Accordingly the fair value of the preferred stock has been reflected in the accompany financial statements at its net fair value and is equal to the cash flow that the holders would retain once they pay off the debt and accrued interest that are collateralized by the Company’s assets. At June 30th 2012 the face of the preferred stock is $60,000,000 and the principle of the push down debt plus accrued interest is $50,078,885 resulting in a fair value of the preferred stock of $9,921,115.

Stock Option Plan

The Company's stockholders approved the 2012 Equity Incentive Plan (the “2012 Plan") on April 5, 2012 pursuant to which a total of 20,000,000 shares of common stock have been reserved for issuance to eligible employees, consultants, and directors of the Company. The 2012 Plan provides for awards of non-statutory stock options, incentive stock options, stock appreciation rights, performance share awards, and restrictive stock awards within the meaning of Section 422 of the IRC of 1986, as amended and stock purchase rights to purchase shares of the Company's common stock.

The 2012 Plan is administered by the Board, which has the authority to select the individuals to whom awards will be granted and to determine whether and to what extent stock options and stock purchase rights are to be granted, the number of shares of common stock to be covered by each award, the vesting schedule of stock options (generally straight line over a period of three years), and all other terms and conditions of each award. Stock options have a maximum term of ten years and incentive stock options have a maximum term of five years. It is the Company's practice to grant options to employees with exercise prices equal to or greater than the estimated fair market value of its common stock.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

The fair value of each award is estimated on the date of grant. Stock option values are estimated using the Black Scholes option valuation model, which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. These estimates involve inherent uncertainties and the application of management judgment. For purposes of estimating the expected term of options granted, the Company aggregates option recipients into groups that have similar option exercise behavioral traits. Expected volatilities used in the valuation model are based on the average volatility of stock for three publicly traded companies determined to be in a similar industry and with the same market capitalization as the Company. The risk free rate for the expected term of the option is based on the United States Treasury yield curve in effect at the time of grant. The valuation model assumes no dividends. The forfeiture rate is 15%. During the period ended June 30, 2012, the Company has recorded stock based compensation expense of $606,577 associated with stock options. As of June 30, 2012, the Company has estimated approximately $7,300,000 of future compensation costs related to the unvested portions of outstanding stock options. The following table presents the activity for options outstanding:

Stock option activity for the six months ended June 30, 2012 was as follows:

	Number of
	Shares
Options outstanding as of April 6, 2012		0
Granted		10,890,000
Exercised		0
Cancelled		0
Options outstanding as of June 30, 2012		10,890,000

Information regarding stock options outstanding and exercisable at June 30, 2012 is summarized below:

	Shares		Exercise		Life		Intrinsic
	(thousands)		Price		(years)		Value
Options outstanding		10,890,000	$	0.97		10.0	$	8,691,127
Options vested and expected to vest		-	$	-		-	$	-
Options exercisable		10,890,000	$	0.97		10.0	$	8,691,127

The Company uses the Black-Scholes pricing model to determine the fair value of stock-based awards. The determination of the fair value of stock-based payment awards on the date of grant is affected by the stock price as well as assumptions regarding a number of complex and subjective variables. These variables include expected stock price volatility over the term of the awards, actual and projected employee stock option exercise behaviors, risk-free interest rates and expected dividends. The weighted average assumptions used to value stock-based awards granted during the six months ended June 30, 2012 were as follows:

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Expected volatility	122.22	%
Expected term (in years)	3.0
Risk-free interest rate	0.41	%
Dividend yield	-

Stock-Based Compensation

Stock based compensation related to common stock issued to third party vendors in exchange for services of $528,788 was included in general and administrative expenses in the statement of operations in the six months ended June 30, 2012. The common stock was recorded at its fair value at the dates the Company became obligated to issue the shares, and is recognized as expense as the services are provided.

Warrants

At February 29, 2012, the Company issued 750,000 in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expire within 5 years of being exercised. The warrants were valued at $612,704 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of .83% and no dividend yield.

At February 1, 2012, the Company issued 50,000 in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expire within 5 years of being exercised. The warrants were valued at $40,812 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of .83% and no dividend yield.

At February 16, 2012, the Company issued 100,000 in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expire within 5 years of being exercised. The warrants were valued at $81,696 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of .83% and no dividend yield.

At April 13, 2012, the Company issued 50,000 in connection with securing a convertible bridge loan. The agreement provides and exercise price of $2.00 which expire within 5 years of being exercised. The warrants were valued at $40,846 using the Black-Scholes option pricing model with the assumption of 118.00% volatility, of the risk free rate of .83% and no dividend yield.

At June 27, 2012, the Company issued 315,000 in consideration of marketing a private placement financing. The agreement provides and exercise price of $1.50 which expire if unexercised within 5 years. The warrants were valued at $306,568 using the Black-Scholes option pricing model with the assumption of 204.37% volatility, of the risk free rate of .73% and no dividend yield.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 9 - Income Taxes

Deferred income taxes have been provided for temporary differences that exist between the financial reporting and income tax bases of assets and liabilities and have been classified as either current or non-current based upon the related assets or liabilities. As of June 30, 2012 and December 31, 2011, primary components of the net deferred tax liabilities include accrued reclamation, inventory reserves, depreciation, amortization, and net operating loss carryforwards. The effective tax rate in 2012 and 2011 differs from the expected federal statutory rate primarily due to change in valuation allowance, state income taxes, and deductions disallowed for tax purposes, primarily penalties, and losses from transactions with related parties.

As of June 30, 2012 and December 31, 2011, EGI had federal net operating loss carryforwards of $1.9 million. These losses may be carried forward and will expire over the period from 2023 through 2030. As of June 30, 2012 and December 31, 2011, MTMI had federal net operating loss carryforwards of $6.8 million and $5.9 million, respectively. These losses may be carried forward and will expire over the period from 2018 through 2031. The annual utilization of the net operating carryforwards may be subject to certain limitations under Section 382 of the Internal Revenue Code of 1986, as amended, and other limitations under state tax laws.

As of June 30, 2012 and December 31, 2011, the Company has a valuation allowance on its deferred tax assets, since it cannot conclude that it is more likely than not that the deferred tax assets will be fully realized on future income tax returns. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers past history, the scheduled reversal of deferred tax liabilities, available taxes in carryback periods, future taxable income projections, and tax planning strategies in making this assessment. The Company will continue to evaluate whether the valuation allowance is needed in future reporting periods.

The Company did not have any unrecognized tax benefits as of the tax year ended December 31, 2011.

The sources of income (loss) before income taxes were as follows:

	June 30, 2012			December 31, 2011
United States	$	(5,929,770	)	$	(29,564,259	)
Foreign		-			-
Income (loss) before income taxes	$	(5,929,770	)	$	(29,564,259	)

Income tax expense (benefit) attributable to income (loss) before income taxes consists of:

	June 30, 2012			December 31, 2011
Current
Federal	$	-		$	-
State		-			-
		-			-
Deferred
Federal		(523,582	)		(700,962	)
State		(111,471	)		(149,235	)
Valuation allowance		635,053			850,197
		-			-
Income tax expense (benefit)	$	-		$	-

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Income tax expense (benefit) attributable to income (loss) before income taxes differed from the amounts computed by applying the U.S. federal income tax rate of 34% to income (loss) before income taxes as a result of the following:

	June 30, 2012			December 31, 2011
Computed expected tax expense (benefit)	$	(2,016,122	)	$	(10,051,848	)
Increase (reduction) in income taxes resulting from
State and local income taxes, net of federal impact		(73,571	)		(98,495	)
Non-deductible penalties		44,436			192,044
Non-deductible related party losses		140,102			6,398,441
Non-deductible push down interest and redeemable obligation		1,270,102			2,709,661
Change in valuation allowance		635,053			850,197
Income tax expense (benefit)	$	-		$	-

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets (liabilities) are as follows:

	June 30, 2012			December 31, 2011
Net operating loss and carry-forwards	$	2,463,006		$	3,338,941
Accrual to cash		245,564			179,939
Inventory		1,275,756			1,275,910
Accrued reclamation		7,956,058			7,685,342
Other		500			500
Total deferred tax assets		11,940,884			12,480,632
Property, plant, and equipment		(2,872,546	)		(2,837,270	)
Other		-			-
Total deferred tax liabilities		(2,872,546	)		(2,837,270	)
Net deferred tax asset (liability) before valuation allowance		9,068,338			9,643,362
Valuation allowance		(9,068,338	)		(9,643,362	)
Total net deferred tax assets	$	-		$	-

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 10 - Related Party Transactions

During 2011, the Company entered into an ore purchase agreement (“Agreement”) with an affiliate of EGL to sell 80% of the first 41,700 ounces of gold produced from the Golden Dream Mine for an up-front payment of $10,000,000 of consideration. The Agreement requires the Company to pay all proceeds from the sale of gold in excess of $500 per ounce or the latest COMEX spot gold price, if any, to the related party. Additionally, the related party may purchase 6.5% of the ounces produced by the mine after the mine has produced in excess of 250,000 aggregate ounces for a purchase price of the lesser of $600 per ounce or the latest COMEX spot gold price. The term of the Agreement is through the closure of the Golden Dream Mine. Currently the Company estimates reserves at approximately 258,000 ounces of gold. On that date, the Company entered into a security agreement with the purchaser to secure the payment of EGI’s obligations under the Agreement pursuant to which EGI granted the purchaser a continuing security interest in all gold product produced from the Golden Dream Mine.

The Agreement included an embedded derivative, which is valued using a discounted cash flow model with the major inputs of: (i) a 25% discount rate, (ii) gold future pricing, (iii) April 15, 2011 measurement date, and (iv) and management’s forecast to produce 41,700 ounces by December 2013. The Company recognized a $13,025,932 loss on related party ore purchase agreement to reflect the difference between fair value of gold at the agreement date and the contract price of gold in the agreement. As the result, the offering will be amortized by the Company with the delivery of the gold. The fair value of the embedded derivative fluctuates with changes in the price of gold. The change in fair value of the embedded derivative from the date of closing to June 30, 2012 and December 31, 2011 resulted in a loss of $6,205,077 and $5,793,013, respectively, which was recorded in the consolidated statements of operations in the change in fair value of the derivative instrument.

Effective April 6, 2012 upon the closing of the Merger, Black Diamond Financial Group, Inc. (“Black Diamond”), owned and managed by Messrs. Imeson and Altman, entered into a management services agreement with us pursuant to which Black Diamond has agreed to provide certain management, financial and accounting services to the Company and to make available Messrs. Imeson and Altman to serve as the Company’s Chief Executive Officer and Chief Financial Officer, respectively. In addition to their duties at the Company, Messrs. Imeson and Altman will continue to spend time working for Black Diamond. The agreement has an initial term of three years and may be extended thereafter for successive one-year terms. The agreement may be terminated (i) by either party upon thirty (30) days’ notice prior to the end of the then-current term or earlier if one of the parties commits a material breach of the agreement and (ii) by the Company for any reason provided that the Company pays Black Diamond all fees due through the end of the then-current term. Under this agreement, the Company has agreed to pay Black Diamond $15,000 per month plus further compensation at a rate of $200 per hour for each additional hour that Black Diamond renders services to the Company under the agreement in excess of 125 hours. The Company has also granted to certain employees of Black Diamond options to purchase up to 100,000 shares of the Company’s Common Stock under the 2012 Plan. The agreement also provides for the provision of office space for the Company’s executive offices at 1610 Wynkoop Street, Suite 400, Denver, Colorado 80202, the Company’s deemed principal place of business. This agreement replaces and supersedes a similar agreement dated November 1, 2010 between Black Diamond and EGLLC.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 11 - Commitments and Contingencies

Litigation

In the normal course of business, the Company is party to litigation from time to time. The Company maintains insurance to cover certain actions and believes that resolution of such litigation will not have a material adverse effect on the Company.

Environmental Matters

The Company’s mining and exploration activities are subject to various laws and regulations governing the protection of the environment. These laws and regulations are continually changing and are generally becoming more restrictive. The Company conducts its operations so as to protect the public health and environment and believes its operations are in compliance with applicable laws and regulations in all material respects. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations, but cannot predict the full amount of such future expenditures.

Estimated future reclamation costs are based principally on legal and regulatory requirements. At ~~June~~September 30, 2012 and December 31, 2011, approximately $23,~~500~~850,000 and $22,800,000, respectively, were accrued for reclamation costs relating to currently producing mineral properties in accordance with asset retirement obligation guidance.

Property Taxes

The Company is not current with its 2011, 2010 and 2009 property taxes. The total amount past due as of ~~June~~September 30, 2012 and December 31, 2011 is approximately $23,~~900~~100,000 ~~and~~ and $2,600,000, respectively.

Payroll Taxes

The Company is not current with its 2012 payroll taxes. The total amount past due as of September 30, 2012 is approximately $168,000.

Note 12 – Subsequent Events

~~During~~On ~~July~~October 30, 2012, the Company ~~entered~~ ~~into~~expanded aits ~~promissory~~MPRPA ~~note~~by ~~with~~an aadditional ~~related~~$100,000. ~~party~~Pursuant ~~for~~to ~~$75~~the agreement,~~200.~~ ~~The~~the ~~purpose~~ounces of gold payable under the ~~note~~existing MPRPA, which was tolast ~~provide~~expanded ~~the~~on ~~Company~~September 28, 2012, will be increased by an additional ~~working~~303 ounces, from 35,360 ounces to a total ~~capital~~of 35,663 ounces. The ~~note~~percent isof ~~unsecured,~~production that the MPRPA holder can purchase after the Golden Dream Mine has produced an initial ~~annual~~250,000 ~~interest~~ounces ~~rate~~has ofincreased from 6.087% onto ~~the~~6.93% ~~outstanding,~~at ~~unpaid~~a ~~principal~~production ~~and~~cost ~~matures~~of in$600 ~~October,~~per ounce paid to Elkhorn at ~~2012~~delivery.

During July, 2012, the Company entered into a promissory note with a related party, who is a Director and Officer of the Company for $10,000. The promissory note is unsecured, has an annual interest rate of 6.0% on the outstanding, unpaid principal and matures in September, 2012.22

On August 17, 2012, EGI has entered into a binding letter of intent with Black Diamond Financial Group LLC, the Manager of Black Diamond Holdings LLC (“BDH”), agreeing to the expansion of the existing Minerals Product Receivables Purchase Agreement (the “MPRPA”) between EGI and BDH. The revised MPRPA will provide for an increase of ounces of gold payable by 38,000 ounces to a total of 71,000 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to EGI of $500 per ounce on delivery. The tail, which is due after EGI’s Golden Dream Mine has produced an initial 250,000 ounces, will be increased from 6.5% to 15% at a production cost of $600 per ounce paid to Elkhorn at delivery. The forward sale of the additional 38,000 ounces of gold is projected to give us a cash infusion of $12,500,000 with a targeted closing date of September 30, 2012. There can be no assurances, however, that EGI will be able to sell all of the additional ounces of gold under the amended MPRPA.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statement Regarding Forward-Looking Information

This report contains forward-looking statements. All statements other than statements of historical facts included in this Quarterly Report on Form 10-Q, including without limitation, statements in this Management’s Discussion and Analysis of Financial Condition and Results of Operations regarding our financial position, estimated working capital, business strategy, the plans and objectives of our management for future operations and those statements preceded by, followed by or that otherwise include the words “believe”, “expects”, “anticipates”, “intends”, “estimates”, “projects”, “target”, “goal”, “plans”, “objective”, “should”, or similar expressions or variations on such expressions are forward-looking statements. We can give no assurances that the assumptions upon which the forward-looking statements are based will prove to be correct. Because forward-looking statements are subject to risks and uncertainties, actual results may differ materially from those expressed or implied by the forward-looking statements.

Except as otherwise required by the federal securities laws, we disclaim any obligations or undertaking to publicly release any updates or revisions to any forward-looking statement contained in this Quarterly Report on Form 10-Q to reflect any change in our expectations with regard thereto or any change in events, conditions or circumstances on which any such statement is based.

~~Organizational~~Recent ~~History~~Developments

~~ESRI~~Merger ~~was~~with ~~formed~~MTMI asand a Delaware corporation on March 15, 2007 for the purpose of producing full length independent feature films through its then-wholly-owned subsidiary, Buzz Kill, Inc., a New York corporation (“Buzz Kill”).EGI

On April 6, 2012, ESRI, MTMI Acquisition Sub, EGI Acquisition Sub, MTMI, EGI and EGLLC entered into a merger agreement, which closed on the same date, and pursuant to which (i) MTMI Acquisition Sub merged with and into MTMI with MTMI as the surviving corporation and (ii) EGI Acquisition Sub merged with and into EGI with EGI as the surviving corporation. As a result of the Merger, MTMI and EGI became our wholly-owned subsidiaries. ~~Concurrent with the closing of the Merger, we split-off Buzz Kill and, thus, we are no longer in the film production business.~~

As the result of the Merger, the split-off of Buzz Kill and the discontinuation of our legacy business and the resultant change in our business and operations to exploration and production activities in the precious metal industry, a discussion of the past financial results of ESRI is not relevant, and, in accordance with SEC rules, the historical financial results of MTMI and EGI, the accounting acquirers, prior to the Merger are considered our historical financial results. The following discussion highlights our plan of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described. The following discussion and analysis are based on MTMI’s and EGI’s financial statements, which we have prepared in accordance with U.S. generally accepted accounting principles. This disclosure provides information which management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The discussion should be read in conjunction with our audited and unaudited financial statements and related notes and the other financial information included elsewhere in this Quarterly Report.23

29As the result of the Merger and the change in business and operations of the Company to engaging in exploration and production activities in the precious metal industry, a discussion of the past financial results of ESRI is not pertinent, and the historical financial results of MTMI and EGI, the accounting acquirers, prior to the Merger are considered the historical financial results of the Company. The following discussion highlights our plan of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described. This discussion contains forward-looking statements. The following discussion and analysis are based on MTMI’s and EGI’s financial statements, which we have prepared in accordance with U.S. generally, accepted accounting principles. You should read the discussion and analysis together with such financial statements and the related notes thereto.

~~EASTERN~~The ~~RESOURCES,~~following ~~INC~~discussion and analysis provides information which management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. ~~AND~~The ~~SUBSIDIARIES~~ discussion should be read in conjunction with our audited and unaudited financial statements and related notes and the other financial information included elsewhere in this Quarterly Report.

Stock Split

On ~~June~~May 8, 2012, ~~the~~we ~~Financial~~declared ~~Industry Regulatory Authority or FINRA approved~~ a 2 ~~for~~to 1 forward stock split on our ~~common~~Common ~~stock~~Stock outstanding in the form of a dividend , with a ~~Record~~record ~~Date~~date of May 17, 2012, ~~and~~with a payment date of June 8, 2012. ~~The~~We ~~stock~~have ~~split~~reflected ~~entitled~~the ~~each~~effect ~~common stock shareholder as~~ of ~~record~~this asforward ofstock ~~May~~split ~~17,~~on ~~2012~~a toretroactive ~~receive~~basis ~~one~~on ~~additional~~all ~~share of~~ common stock ~~for each~~ share ~~owned. All share and per share~~ amounts ~~presented~~disclosed inthroughout this ~~Quarterly Report have been restated to reflect this change~~report.

Expansion of Minerals Product Receivables Purchase Agreement

On August 20, 2012, the Company entered into a letter of intent with a related party referenced above. Pursuant to this letter agreement, the ounces of gold payable under the existing Minerals Product Receivables Purchase Agreement (the "MPRPA") between the Company and the related party will be increased by 37,640 ounces, from 33,360 ounces to a total of 71,000 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to the Company of $500 per ounce on delivery. The tail, which is due after the Golden Dream Mine has produced an initial 250,000 ounces, will be increased from 6.5% to 15% at a production cost of $600 per ounce paid to the Company at delivery. The Company will realize up to $12,500,000 from the forward sale of the full 37,640 ounces which will be recognized as a refundable customer deposit until the gold is sold.

Funds from the successful sale of these additional ounces of gold will be used to continue the development of the Company's Golden Dream Mine. The Company has completed approximately 650 feet of underground development, has complete surface infrastructure, and most recently installed a water treatment system giving it the capability to fully develop the Golden Dream Mine.

On September 28, 2012, the Company expanded its current MPRPA by an additional $660,000. The $660,000 payment has been recognized as a refundable customer deposit until the gold is sold. Pursuant to the agreement, the ounces of gold payable under the existing MPRPA will be increased by 2,000 ounces, from 33,360 ounces to a total of 35,360 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to the company of $500 per ounce upon delivery. The percent of production that the MPRPA holder can purchase after the Golden Dream Mine has produced an initial 250,000 ounces has increased from 6.5% to 6.87% at a production cost of $600 per ounce paid to Elkhorn at delivery.

On October 30, 2012, the Company further expanded its MPRPA by an additional $100,000. Pursuant to the agreement, the ounces of gold payable under the existing MPRPA, which was last expanded on September 28, 2012, will be increased by an additional 303 ounces, from 35,360 ounces to a total of 35,663 ounces. The percent of production that the MPRPA holder can purchase after the Golden Dream Mine has produced an initial 250,000 ounces has increased from 6.87% to 6.93% at a production cost of $600 per ounce paid to Elkhorn at delivery.

To reflect these and previous charges to the MPRPA, on October 18, 2012 we amended and restated the MPRPA. The Amended and Restated MPRPA will provide for an increase of ounces of gold payable by 46,640 ounces to a total of 80,000 ounces. The gold payable rate under the Amended and Restated MPRPA will be reduced from 80% to 50% with a production cost paid to EGI of $500 per ounce on delivery. The tail, which is due after EGI’s Golden Dream Mine has produced an initial 250,000 ounces, will be increased from 6.5% to 15% at a production cost of $600 per ounce paid to Elkhorn at delivery. The forward sale of the additional 46,640 ounces of gold is projected to give us a cash infusion of $15,391,200 with a targeted closing date in the fourth quarter of 2012.

General Overview

Elkhorn Goldfields, Inc. (“EGI”) ~~and~~ and Montana Tunnels Mining, Inc. (“MTMI”) (or combined as “Elkhorn”) were formed for the purpose of acquiring, holding, operating, selling, and otherwise dealing in assets of mining operations with gold and other metal reserves and exploration potential. Elkhorn’s objective is to operate mines and expand its interests through acquisition and exploration. Elkhorn has one mineral property, the Golden Dream Mine, that has completed the permitting process, is in the process of installing required infrastructure and has developed athe 650 foot underground access ramp to reach the upper levels of the ore body and a second property, the Montana Tunnels Mine, that has completed the permitting ~~process~~ except for posting the required reclamation bond. In addition, Elkhorn has several mineralized targets which are in the exploration stage. The permitted and nearly permitted mines consist of the Golden Dream Mine (formerly referred to as the Sourdough Mine) and the Montana Tunnels Mine. The mineralized targets are the East Butte, Gold Hill/Mount Heagan, Carmody, and the expansion of the previously operated Diamond Hill Mine. All the mines and properties are located in Jefferson County, Montana with the exception of the Diamond Hill Mine which is in Broadwater County, Montana. Elkhorn maintains its principal executive office in Denver, Colorado.

Results from Operations

Three and ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2012 ~~Compared~~as compared with the ~~Three~~three and ~~Six~~nine ~~Months~~months ~~Ended~~ended ~~June~~September 30, 2011.

Revenue from the Sale of Gold

Elkhorn had no revenues from the sale of gold from the Golden Dream Mine or the Montana Tunnels ~~Mines~~Mine ~~for~~in 2012 or 2011. In August, 2011, they did realize gross revenue of $573,942 from the ~~three~~sale ~~and~~of ~~six~~874 ~~months~~tons ~~ended~~of ~~June~~stockpile 30of ~~2012~~rock orfrom ~~June~~past 30mining (resulting in 303 oz. of gold) from the East Butte mine, part of the Golden Dream Mine properties. The related ore processing costs of $133,863 are included in general & administrative expense in 2011.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Operating Expenses

~~Mine~~General ~~care~~ and ~~maintenance~~administrative expense for the three and ~~six~~ nine months ended ~~June~~September 30, 2012 ~~were~~was $991,~~690~~295,156 and $~~399~~4,~~124~~305,989 as compared to $~~218~~262,~~363~~319 and $~~445~~883,~~565~~864 for the three and ~~six~~ nine months ended ~~June~~ September 30, 2011. ~~The~~In ~~decrease~~June, 2011, development of the Golden Dream Mine commenced which resulted in ~~mine~~the capitalization of payroll and related costs. As development of the Golden Dream Mine has been placed on care and maintenance temporarily ~~was~~halted in the second quarter of 2012, payroll and related costs are being expensed for the second and third quarters of 2012. Furthermore, general and administrative expenses increased in 2012 due to ~~certain~~an ~~expenses~~increase ~~that~~in ~~were~~professional ~~capitalized~~fees related asto ~~part~~the ofMerger and compensation expense related to the ~~development~~employee stock option plan of $1,213,154, stock options related to a corporate advisory agreement of $536,913 and marketing warrants of $306,568 issued in 2012. This is offset partially by ore processing costs in August 2011 from the ~~Golden~~sale ~~Dream~~of ~~Mine~~stockpiled ore from past mining included in general & administrative costs in 2011.

~~General~~Accretion ~~and~~expense ~~administrative expenses~~ for the three and ~~six~~nine months ended ~~June~~ September 30, 2012 ~~were~~was $~~431~~351,~~476~~992 and $31,~~010~~055,~~833,~~973 as compared to $~~386~~307,~~185~~843 and $~~621~~1,~~545~~069,461 for the three and ~~six~~ nine months ended ~~June~~September 30, 2011. The Indecrease ~~June,~~in ~~2011,~~2012 ~~development~~as ofcompared ~~the~~to ~~Golden~~2011 ~~Dream~~is ~~Mine~~due ~~commenced~~to ~~which~~a ~~resulted~~reduction in ~~the~~accretion ~~capitalization~~ expense for reclamation of ~~payroll~~the ~~and~~L-Pit ~~related~~at ~~costs~~Montana Tunnels Mine. AsManagement ~~development~~re-evaluates ofannually the ~~Golden~~timing ~~Dream~~of ~~Mine~~the ~~has~~deferred ~~temporarily~~site ~~halted~~closure inand ~~the~~reclamation ~~second~~costs ~~quarter~~related ofto ~~2012,~~Montana ~~payroll~~Tunnels Mining mill and ~~related~~mine ~~costs~~sites. ~~are~~They ~~being~~anticipate ~~expensed~~that ~~during~~reclamation of the ~~second~~mine ~~quarter~~and ofmill ~~2012.~~would ~~Furthermore,~~be ~~General~~completed ~~and~~in ~~administrative~~2024 ~~expenses~~which ~~increased~~is extended inseveral ~~2012~~years from previous estimates. This extension is due to anmanagement ~~increase~~pursuing infinancing ~~professional~~to ~~fees~~commence ~~related~~development toof the ~~Merger~~M-Pit, which ~~compensation~~would ~~expenses~~extend ~~related~~the tomine ~~the~~life ~~employee~~by ~~stock~~9 ~~option~~years. The total cost of reclamation is consistent with previous estimates, however by extending ~~plan~~the timeline, ~~stock~~has ~~options~~reduced the related toaccretion aexpense. ~~corporate~~Estimated ~~advisory~~future ~~agreement~~costs ~~and~~are ~~marketing~~discounted ~~warrants~~to ~~issued~~their present value using a 12% discount rate.

Accretion expense for the three and six months ended June 30, 2012 were $363,240 and $703,981, compared to $339,475 and $761,618 for the three and six months ended June 30, 2011. The decrease in 2012 as compared to 2011 is due to a reduction in accretion expense for the L-Pit at Montana Tunnels Mine. Management re-evaluates annually the timing of the deferred site closure and reclamation costs related to Montana Tunnels Mining mill and mine sites. They anticipate that reclamation of the mine and mill would be completed in 2024 which is extended several years from previous estimates. This extension is due to management pursuing financing to commence development of the M-Pit, which would extend the mine life by 9 years. The total cost of reclamation is consistent with previous estimates, however by extending the timeline, has reduced the related accretion expense. Estimated future costs are discounted to their present value using a 12% discount rate.25

~~Depreciation,~~Mine ~~depletion~~care and ~~amortization expenses~~maintenance for the three and ~~six~~ nine months ended ~~June~~September 30, 2012 ~~were~~was $1285,~~041~~517 and $2684,~~082,~~641 as compared to $0196,078 and $5641,~~474~~643 for the ~~Three~~three and ~~six~~nine months ended ~~June~~September 30, 2011. ~~Depreciation,~~ ~~depletion~~The ~~and~~increase ~~amortization~~in ismine ~~calculated~~care ~~on the units of production basis over the remaining proven~~ and ~~probable~~maintenance ~~reserves~~was ofdue ~~the~~to ~~mine.~~certain ~~Montana~~expenses ~~Tunnels~~that ~~Mine~~were ~~ceased~~capitalized as ~~mining~~part ~~during 2008 after completion~~ of the ~~L-Pit~~ ~~and~~development ~~completed milling~~ of ~~stockpiled ore during April, 2009 at which time~~ the ~~mine~~Golden ~~was~~Dream ~~placed~~Mine onin ~~care~~2011 and ~~maintenance.~~not ~~Accordingly, there~~being ~~was~~capitalized noin ~~depreciation~~2012 ~~expense~~due ~~related~~ to ~~Montana Tunnels Mine for~~ the ~~periods~~Golden ~~ended June 30, 2012 and 2011. For the three~~Dream ~~and~~Mine ~~six~~development ~~months~~being ~~ended~~in ~~June~~care ~~30,~~of ~~2012~~maintenance ~~were~~starting ~~$39,~~in ~~132 and $78,678, and $0 for~~ the ~~three~~second ~~and~~quarter ~~six~~of ~~months ended June 30, 2011, depreciation expense for EGI was capitalized to mine and development costs~~2012.

~~Total~~Depreciation, ~~operating~~depletion ~~expenses~~and amortization expense for the three and ~~six~~nine months ended ~~June~~September 30, 2012 ~~were~~was $~~895,447~~0 and $42,~~116,020,~~082 as compared to $~~944,024~~88 and $15,~~834,202~~562 for the three and ~~six~~nine months ended September 30, 2011. Depreciation, depletion and amortization is calculated on the units of production basis over the remaining proven and probable reserves of the mine. Montana Tunnels Mine ceased mining during 2008 after completion of the L-Pit and completed milling of stockpiled ore during April, 2009 at which time the mine was placed on care and maintenance. Accordingly, there was no depreciation expense related to Montana Tunnels Mine for the periods ended ~~June~~September 30, 2012 and 2011. Capitalized depreciation expense related to the development of the Golden Dream mine for the nine months ended September 30, 2012 and 2011 was $78,678, and $4,270 respectively.

Total operating expenses for the three and nine months ended September 30, 2012 was $1,932,665 and $6,048,685 as compared to $766,328 and $2,600,530 for the three and nine months ended September 30, 2011.

Other Income and Expense

Interest expense for the three and ~~six~~ nine months ended September ~~June~~ 30, 2012 ~~were~~was $12,~~956~~917,~~090~~905 and $47,~~690~~608,~~590,~~495 as compared to $2,020,~~061~~861 and $46,~~041~~062,~~722~~583 for the three and ~~six~~nine months ended ~~June~~September 30, 2011.

31Interest income for the three and nine months ended September 30, 2012 was $8,637 and$48,613 as compared to $59 and $47,608 for the three and nine months ended September 30, 2011. Interest income is earned from restricted cash held directly by a surety in the form of certificates of deposit related to reclamation obligations. Interest income earned throughout the year is remitted to the Company in the fourth quarter of each calendar year.

~~EASTERN~~Amortization ~~RESOURCES~~of debt discount for the three and nine months ended September 30, ~~INC~~2012 was $568,333 and $568,333 as compared to $0 and $0 for the three and nine months ended September 30, 2011. ~~AND~~The ~~SUBSIDIARIES~~ amortization of debt discount in 2012 reflects expensing the remaining deferred financing from push down debt.

~~Interest~~Loss ~~income~~on ore purchase derivative for the three and ~~six months~~nine months ended ~~June~~September 30, 2012 ~~were~~was $721,407,694 and $391,~~976~~407,694 as compared to $~~308~~0 and $4713,~~549~~025,932 for the three and ~~six~~nine months ended ~~June~~September 30, 2011. ~~Interest income~~The isloss ~~earned~~relates ~~from~~to ~~restricted~~MPRPA ~~cash~~as ~~held~~the ~~directly~~Company byrecognized athe ~~surety~~difference in the ~~form~~fair value of ~~certificates~~gold ofat ~~deposit~~the agreement ~~related~~date toand ~~reclamation~~the ~~obligations~~contract price of gold in the agreement. The change in fair value of the embedded derivative for the ~~Interest~~three ~~income~~and ~~earned~~nine ~~throughout~~months ended September 30, 2012 was $2,095,776 and $2,507,840 as compared to $1,489,960 and $4,216,849 for the three ~~year~~and isnine ~~remitted~~months ended September 30, 2011. The loss relates to the ~~company~~change in the ~~fourth~~fair ~~quarter~~value of ~~each~~the ~~year.~~commodity ~~Slightly~~future prices ~~lower~~of ~~interest rates~~the inMPRPA from the date of closing to September 30, 2012 ~~resulted~~and September 30, 2011, respectively to reflect the loss in ~~lower~~the ~~interest~~change ~~income~~in asfair ~~compared~~value toof ~~2011~~the derivative instrument.

Other income for the three and six months ended June 30, 2012 were $10,385 and $10,521, compared to $601 and $71,116 for the three and six months ended June 30, 2011. Other income in 2011 reflects the sale of miscellaneous equipment and residual metals salvaged from a clean-up of the Montana Tunnels Mill.

Loss on related party ore purchase agreement for the three and six months ended June 30, 2012 was zero as, compared to $13,025,932 for the year ended December 31, 2011. The loss relates to MPRPA as the Company recognized the difference in the fair value of gold at the agreement date and the contract price of gold in the agreement. The change in fair value of the embedded derivative for the six months ended June 30, 2012 was $412,064, compared to $2,726,889 for the year ended December 31, 2011. The loss relates to the change in the fair value of the commodity future prices of the MPRPA from the date of closing to June 30, 2012 and December 31, 2011, respectively to reflect the loss in the change in fair value of the derivative instrument.

Going Concern

As reflected in our financial statements for the quarter ended ~~June~~September 30, 2012, we have generated significant losses and substantial doubt exists about our ability to ~~continue~~ continue as a going concern. This means that there is substantial doubt that we can continue as an on-going business for the next ~~twelve~~ twelve months unless we obtain additional capital to pay for development and operations. We believe that the completion of a proposed $78.5 million private placement will be sufficient to get us to a point where the Golden Dream Mine will begin extracting and selling mineral and providing sufficient cash flow for operations of that mine, for care and maintenance of the Montana Tunnels Mine and to cover other general and administrative expenses; however, because we have not generated revenues since Montana Tunnels Mine shuttered mining in 2008, there is no assurance we will ever reach that point. Also, we believe we will be successful in our capital raising efforts; however, there can be no assurance we will be successful in raising additional debt or equity financing to fund our operations on terms agreeable to us.

Liquidity and Capital Resources

Overview

We have funded our operations and mine development primarily through issuances of debt and equity securities. However, to reach full production of the Golden Dream Mine and begin the “M” pit production at Montana Tunnels Mine, we plan to raise $3738.5 million in additional capital in 2012 and 2013, which will be deployed in two stages from Q2Q4, 2012 thru Q4Q2, ~~2013~~2014. We believe that raising the additional capital will allow the Golden Dream Mine to be in full production in the ~~4th~~second Quarter of ~~2012~~2013 and for ~~MTMI~~the Montana Tunnels Mine to be at or near commercial production sometime in the fourth quarter ~~2013~~of ~~or first quarter~~ 2014.

32During Stage 1 (Q4, 2012 and Q1, 2013), we expect to invest $8.5 million of capital to enable the continued development of the Golden Dream Mine focusing on the continued development of the primary access ramp into the main ore body, to complete a raise bore tunnel as a secondary egress and escape way and to refurbish the Diamond Hill mill at MTMI’s site, readying it for production for ores from the Golden Dream Mine.

~~EASTERN RESOURCES, INC. AND SUBSIDIARIES~~ 26

During Stage 12 (beginning in Q2 ~~and~~2013 ~~Q3,~~through Q2 ~~2012~~2014), we expect to invest an additional $~~7.5~~30 million of capital to ~~enable~~move ~~the~~forward ~~continued development of~~ the ~~Golden~~Montana ~~Dream~~Tunnels Mine focusing on installation of the water treatment system and continuing to develop the primary access ramp into the main ore body. Additionally, a portion of the capital raised will be deployed to complete equipment maintenance and begin the “M” Pit ~~Expansion at the Montana Tunnels~~ ~~Mine~~expansion plan.

~~During~~As ~~Stage~~additional 2equipment ~~(Q4,~~and ~~2012~~financing ~~and~~becomes available in 2013), we ~~expect~~ plan to ~~invest~~double anthe ~~additional~~size ~~$30 million~~ of ~~capital~~the toMTMI ~~enable~~earth ~~Elkhorn~~moving tofleet ~~complete~~with athe ~~raise~~goal ~~bore~~of ~~tunnel~~removing asfour a(4) ~~secondary~~million ~~egress~~tons ~~and~~of ~~escapeway.~~waste ~~Elkhorn~~rock ~~also~~per ~~plans~~month. toOur ~~continue~~plan ~~development~~is ofto ~~the~~complete ~~primary access ramp and incrementally increase ore production at~~ the ~~Golden~~ ~~Dream~~Montana Tunnels Mine. ~~Concurrently,~~development weand ~~also~~full ~~plan~~mill tostart ~~significantly~~up ~~move~~by ~~forward~~ the ~~“M”~~second ~~Pit~~or ~~expansion plan and fully refurbish~~third ~~the~~quarter ~~Diamond~~of ~~Hill mill at Montana Tunnels~~2014.

As additional equipment and financing becomes available in 2013, the plan is to accelerate development of the “M” Pit by doubling the size of the fleet to remove 4 million tons of waste rock per month. The plan is to complete Montana Tunnels mine development and full mill start up by January 2014.

These projections are based on certain assumptions including, but not limited to, our success in raising the required capital in our planned private placements. There can be no assurance that we will be successful in our capital raising efforts. Failure to reach our capital targets could adversely affect our ability to achieve our target projections.

Liabilities

At ~~June~~September 30, ~~2012we~~2012 we had liabilities of $~~111~~119,~~113~~393,~~312~~ 796 compared to liabilities of $103,259,388 at December 31, 2011. Total current liabilities were $6872,~~377~~810,~~336~~157 at ~~March 31~~September 30, 2012 as compared to $61,607,537 at December 31, 2011. The increase in liabilities from December 31, 2011 to ~~June~~September 30, 2012 is attributable to an increase in push down debt, interest and the redeemable obligation of EGLLC and its affiliate of $35,~~735~~647,~~593~~558, the addition of $1,~~800~~900,000 in bridge loans, the addition of $432,260 of promissory notes, the increase in reclamation liability of $~~703~~1,~~981~~055,973 and the increase in the embedded derivative based on the contract terms, projected future gold prices and discount rate commensurate with estimates of contemporary credit risk using a discounted cash flow model as it relates to the MPRPA of $~~412~~3,~~064~~915,534. The remainder of the increase is from an increase in accounts payables and accrued liabilities of $13,~~915~~197,~~865~~923.

~~During~~ The ~~April~~refundable ofcustomer ~~2011~~deposit, ~~EGI entered into~~ anore ~~MPRPA~~purchase ~~with~~agreement aliability ~~related~~under ~~party~~the toMPRPA ~~sell~~is ~~80%~~comprised of ~~the~~$10,660,000 ~~first~~of 41up-front consideration,~~700~~ ~~ounces~~a ofrecognized ~~gold~~loss ~~produced~~of ~~from~~$1,407,694 as ~~the~~of ~~Golden~~September ~~Dream~~30, ~~Mine~~2012 ~~for~~and an$13,025,932 ~~up-front payment~~as of ~~$10~~December 31,~~000,000.~~ ~~The~~2011 ~~agreement~~reflecting ~~requires~~the ~~that~~difference ~~EGI~~between ~~sell~~the ~~80%~~fair value of the ~~first~~commodity future ~~41,700~~prices ~~ounces~~ of the gold ~~produced~~at ~~for~~the ~~$500~~agreement ~~per~~date ~~ounce, if~~and ~~any,~~the tocontract ~~the~~price ~~related~~of ~~party~~gold. ~~Additionally,~~The ~~the~~change ~~related~~in ~~party~~fair ~~may~~value ~~purchase~~of ~~6.5%~~the embedded derivative of ~~the~~$8,300,853 ~~ounces~~is ~~produced~~a ~~after~~reflection of the ~~mine~~change ~~has produced~~ in ~~excess~~the fair value of ~~250,000~~the ~~aggregate~~derivative ~~ounces~~instrument ~~for~~contract afrom ~~purchase~~the ~~price~~date of ~~$600~~closing ~~per~~to September ~~ounce~~30, 2012. The ~~term~~change ofin ~~this~~fair ~~agreement~~value ~~runs through the closure~~ of the ~~Golden~~derivative ~~Dream~~instrument ~~Mine,~~contract ~~which~~from isDecember ~~expected~~31, at2011 ~~least~~to 5September ~~years~~30, ~~following~~2012 was ~~the start of production~~$2,507,840.

~~The~~Our ~~related~~assets ~~party~~serve ~~ore~~as ~~purchase~~collateral ~~liability~~for ismultiple ~~comprised~~loans ofand ~~$10,000,000~~a redemption obligation of ~~up-front~~EGLLC ~~consideration,~~and aMFPI*. ~~recognized~~Although ~~loss~~we ofare ~~$13,025,932~~not ~~reflecting~~a ~~the~~maker ~~difference~~or ~~between~~guarantor on the ~~fair~~secured loans ~~value~~or ofredemption ~~the~~obligation, ~~commodity~~these ~~future~~loans ~~prices~~and ofobligation ~~the~~have ~~gold~~been at“pushed ~~the~~down” ~~agreement~~to ~~date~~us ~~and~~as ~~the~~reflected ~~contract~~in ~~price~~our ~~of gold~~financial statements. The ~~change~~redemption inobligation ~~fair~~was ~~value~~extended by MFPI to compensate and induce certain of its lenders who are also the Secured Lenders of EGLLC, obligating MFPI to purchase, at the ~~embedded~~Secured ~~derivative~~Lenders’ ofoption, the $65,~~205~~950,~~077~~000 equity investment made in an investment fund that is aan ~~reflection~~owner of ~~the~~EGLLC ~~change~~and inis ~~the~~managed ~~fair~~by ~~value~~Black ofDiamond ~~the~~Financial ~~derivative~~Group ~~instrument~~LLC ~~contract~~(“Black Diamond”). Our mining properties and equipment ~~from~~have ~~the~~been ~~date~~pledged ofas ~~closing~~collateral to ~~June~~the ~~30,~~Secured ~~2012.~~Lenders ~~The~~under ~~change~~two infiled ~~fair~~and ~~value~~recorded mortgages. The loans of the ~~derivative~~EGLLC ~~instrument~~and MFPI ~~contract~~are ~~from~~accruing interest between 15% and 18% per year. At September 30, 2012 and December 31, 2011, the outstanding toprincipal ~~June~~and ~~30,~~interest ~~2012~~on these loans was $~~412~~51,~~064~~990,850 and $46,343,292, respectively.

~~Our~~EGI ~~assets~~also ~~serve~~owes as$919,779 ~~collateral~~in ~~for~~Series ~~multiple loans~~A ~~and~~8% ~~a redemption obligation of EGLLC and MFPI~~bonds. The ~~Although~~bonds wemature ~~are~~during ~~not~~July ~~a maker or guarantor on the secured loans or redemption obligation~~2012, ~~these~~with ~~loans~~interest ~~and~~accruing ~~obligation~~at ~~have been “pushed down” to us as reflected in our financial statements~~8%. ~~The redemption~~In ~~obligation was extended by MFPI to compensate and induce certain of its lenders who are also~~ the ~~Secured~~case ~~Lenders~~ of ~~EGLLC,~~ ~~obligating MFPI to purchase~~default, atinterest ~~the~~on ~~Secured Lenders’ option,~~ the ~~$5,950,000~~bonds ~~equity~~accrues ~~investment~~at ~~made in an investment~~12%. ~~fund~~The ~~that~~Company isrecorded anaccrued ~~owner~~interest of ~~EGLLC~~$182,003 ~~and~~as isof ~~managed~~September by30, ~~Black~~2012 ~~Diamond. Our mining properties~~ and ~~equipment~~$106,358 ~~have been pledged~~ as ~~collateral to~~of ~~the~~December ~~Secured~~31, ~~Lenders under two filed and recorded mortgages~~2011. The loans ~~of the EGLLC and MFPI~~ are ~~accruing interest between 15%~~ ~~and~~currently ~~18%~~in ~~per~~default ~~year. At June 30, 2012~~ and ~~December~~due ~~31, 2011, the outstanding principal and interest~~ on ~~these loans was $50,078,885 and $46,343,292, respectively~~demand.

~~EGI~~During ~~also owes $919~~2012,~~779~~ inthe ~~Series~~Company Aentered 8%into ~~bonds.~~a ~~The~~series ~~bonds~~of ~~mature~~promissory ~~during~~notes ~~July~~with ~~2012,~~related ~~with~~parties ~~interest~~for ~~accruing~~a attotal 8%of $432,260. InThe ~~the~~notes ~~case~~mature ofon ~~default~~September 30, ~~interest~~2012 onand ~~the~~accrue ~~bonds~~interest at ~~accrues~~a atrate 12of 6%. The ~~Company~~maturity ~~recorded~~dates ~~accrued~~of ~~interest~~the ofnotes ~~$101,444~~have asbeen ofextended ~~June~~to 30May 2013. During October, 2012, ~~and~~promissory notes totaling $~~106~~107,~~358~~060 aswere ofpaid ~~December~~in ~~31, 2011~~full.

Cash; Funds Raised

Our consolidated cash and cash equivalents balance at ~~June~~September 30, 2012 was $47579,~~274~~855 as compared to $358,125 at December 31, 2011.

In February 2012, EGI entered into three convertible bridge loans with related parties totaling $1,800,000. The loans are unsecured and call for 12% annual interest on on the outstanding unpaid principal and mature on August 29, 2012. The Company did not make the required payments due under the terms of the convertible bridge loans which resulted in an event of default.

In April, 2012, EGI entered into an additional bridge loan with an unrelated party for $100,000. This loan is unsecured, has an annual interest rate of 12% on the outstanding, unpaid principal and matures in October, 2012. Subsequent to September 30, 2012 the Company did not make the required payments due under the terms of the bridge loan which resulted in an event of default.

In May and June 2012, we raised $380,000 in a unit private placement ~~discussed in further detail below in part II below~~. On July 6, 2012, we issued a short term unsecured 6% promissory note due September 30, 2012 to Patrick Imeson, our Chief Executive Officer and Chairman, in the principal amount of $10,000, and on July 19, 2012, EGI issued a short term unsecured 6% promissory note in the principal amount of $75,200 to Black Diamond, due October 31, 2012. This note is unsecured, has an annual interest rate of 6.0% on the outstanding, unpaid principal and matures on October 31, 2012. This promissory note was issued under Section 4(2) of the Securities Act. All of the funds raised through these placements will be used for working capital purposes.

33On September 6, 2012, we issued a short term unsecured 6% promissory note due September 30, 2012 to Black Diamond Holdings, LLC (“BDH”), in the principal amount of $150,000. The maturity date on this note was extended to May 31, 2013.

~~EASTERN~~During ~~RESOURCES~~the third quarter of 2012, ~~INC~~EGI entered into a series of promissory notes with related parties raising a total of $267,260. ~~AND~~These ~~SUBSIDIARIES~~ notes accrue interest at a rate of 6% and originally had maturity dates of September 30, 2012 or October 18, 2012. The maturity dates of the notes have been extended to May 2013. During October, 2012, EGI promissory notes totaling $107,060 were repaid in full.

All of the funds raised by us and EGI through these private placements are being used for working capital purposes.

On August 13, 2012, EGI entered into a binding letter of intent with Black Diamond, the Manager of BDH, agreeing to the expansion of the existing Minerals Product Receivables Purchase Agreement (the “MPRPA”) between EGI and BDH. The revised MPRPA will provide for an increase of ounces of gold payable by 38,000 ounces to a total of 71,000 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to EGI of $500 per ounce on delivery. The tail, which is due after EGI’s Golden Dream Mine has produced an initial 250,000 ounces, will be increased from 6.5% to 15% at a production cost of $600 per ounce paid to Elkhorn at delivery. The forward sale of the additional 38,000 ounces of gold is projected to give us a cash infusion of $12,500,000 with a targeted closing date of September 30, 2012. There can be no assurances, however, that EGI will be able to sell all of the additional ounces of gold under the amended MPRPA.

* “MFPI” - MFPI Partners, LLC, a Delaware limited liability Company whose sole members are Michael Feinberg and Patrick Imeson.

During September 2012, the Company received an up-front payment of $660,000, from an unrelated party, expanding the MPRPA. Pursuant to the agreement, the ounces of gold payable under the existing MPRPA will be increased by 2,000 ounces, from 33,360 ounces to a total of 35,360 ounces. The gold payable rate under the MPRPA will be reduced from 80% to 50% with a production cost paid to the company of $500 per ounce upon delivery. The percent of production that the MPRPA holder can purchase after the Golden Dream Mine has produced an initial 250,000 ounces has increased from 6.5% to 6.87% at a production cost of $600 per ounce paid to Elkhorn at delivery.

We will need, and we intend, to raise additional capital to provide financing for our ongoing operations and the operations of our two mining subsidiaries MTMI and EGI, to execute our business plan, build our operations and become profitable. Also, we will need to obtain additional capital to maintain our public company regulatory requirements. In order to obtain capital, we will need to sell additional shares of our common stock or debt securities, or borrow funds from private lenders or banking institutions. There can be no assurance that we will be successful in obtaining additional funding in amounts or on terms acceptable to us, if at all. If we are unable to raise additional funding as necessary, we may have to suspend our operations temporarily or cease operations entirely.

Subsequent ~~Events~~Event

~~EGI~~During ~~has~~October ~~entered into~~30, a2012, ~~binding~~the ~~letter~~Company ofexpanded its ~~intent~~MPRPA ~~with~~by ~~Black~~an ~~Diamond~~additional ~~Financial~~$100,000. ~~Group~~Pursuant ~~LLC~~to ~~(“Black~~the ~~Diamond”)~~agreement, the ~~Manager~~ounces of ~~Black~~gold ~~Diamond Holdings~~payable ~~LLC~~under ~~(“BDH”), agreeing to~~ the ~~expansion of the~~ existing ~~Minerals~~MPRPA, ~~Product~~which ~~Receivables Purchase Agreement~~was ~~(the~~last ~~“MPRPA”)~~expanded ~~between~~on ~~EGI~~September ~~and~~28, ~~BDH.~~2012, ~~The revised MPRPA~~ will ~~provide~~be ~~for~~increased by an ~~increase~~additional of303 ounces, offrom ~~gold payable by 38~~35,~~000~~360 ounces to a total of 7135,~~000~~663 ounces. The ~~gold~~percent ~~payable~~of ~~rate~~production ~~under~~that the MPRPA ~~will~~holder becan ~~reduced~~purchase ~~from 80% to 50% with a production cost paid to EGI of $500 per ounce on delivery. The tail, which is due~~ after ~~EGI’s~~the Golden Dream Mine has produced an initial 250,000 ounces, has ~~will be~~ increased from 6.587% to 156.93% at a production cost of $600 per ounce paid to Elkhorn at delivery. The forward sale of the additional 38,000 ounces of gold is projected to give us a cash infusion of $12,500,000 with a targeted closing date of September 30, 2012. There can be no assurances, however, that EGI will be able to sell all of the additional ounces of gold under the amended MPRPA.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

34The management of Eastern Resources, Inc. is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Thomas H. Hanna, Jr., our then-Chief Executive and Chief Financial Officer, ESRI conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of March 31, 2012, the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, ESRI’s then-chief executive and chief financial officer concluded, as of the Evaluation Date, that ESRI’s disclosure controls and procedures were not effective because of the identification of a material weakness in ESRI’s internal control over financial reporting which is identified below.

~~EASTERN~~Internal ~~RESOURCES~~control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal ~~INC~~control over financial reporting may not prevent or detect misstatements. ~~AND~~Therefore, ~~SUBSIDIARIES~~ even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of ESRI’s internal control over financial reporting, ESRI’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, ESRI’s then-sole officer concluded that, during the period covered by this quarterly report, ESRI’s internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in its internal control over financial reporting as of September 30, 2012; however, it did identify the following deficiencies that, when aggregated, may possibly be viewed as a material weakness in ESRI’s internal control over financial reporting as of that date:

Our management is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our senior management, consisting of Patrick W. M. Imeson, Chief Executive Officer, and Eric Altman, Chief Financial Officer, we conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of June 30, 2012, the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, our chief executive and chief financial officer concluded, as of the Evaluation Date, that our disclosure controls and procedures were not effective because of the identification of what might be deemed a material weakness in our internal control over financial reporting which is identified below.28

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, during the period covered by this quarterly report, our internal controls over financial reporting were not operating effectively. Management did not identify any material weaknesses in its internal control over financial reporting as of June 30, 2012; however, it did identify the following deficiency that may possibly be viewed as a material weakness in our internal control over financial reporting as of that date:

We did not have an audit committee. We are not currently obligated to have an audit committee, including a member who is an “audit committee financial expert,” as defined in Item 407 of Regulation S-K, under applicable regulations or listing standards; however, it is management’s view that such a committee is an important internal control over financial reporting, the lack of which may result in ineffective oversight in the establishment and monitoring of internal controls and procedures.

Management believes that the material weakness set forth in the item above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our Board of Directors resulted in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Management's Remediation Initiatives

The material weaknesses identified above reflect ESRI’s management and control profile prior to the closing of the Merger. Following the closing of the Merger, we now have a segregation of duties at the executive level with a new chief executive officer and a chief financial officer with technical accounting ~~expertise~~experience. We also have a number of employees supporting these executive functions. Additionally, our Board of Directors is now comprised of four members, one of whom we have determined is independent.

We believe that this post-Merger structure plus other enhancement measures that we expect to introduce, including the establishment of an audit committee, will enable us to establish, monitor and maintain effective disclosure controls and procedures.

Changes in Internal Control over Financial Reporting

There were no changes in ~~our~~ESRI’s internal ~~control~~ control over financial reporting that occurred during the fiscal quarter ended ~~June~~September 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

As initially disclosed in our Current Report on Form 8-K filed with the SEC on April 12, 2012, on May 24, 2010, the Environmental Protection Agency (the “EPA”) issued an “Action Memorandum” which documented the determination that soil removal was necessary to mitigate threats posed by elevated levels of lead and arsenic in the soil located on property in close proximity to MTMI’s mine. The work of clean-up conducted by the EPA of the site commenced in June 2010 and was completed by August of the same year. On August 26, 2010, MTMI and the EPA entered into an “Access and Compensation Agreement” which detailed the responsibilities of both the EPA and MTMI with respect to the clean-up and disposal of contaminated soils from the site. On October 26, 2011 the EPA proposed a settlement of $380,000. On November 04, 2011, MTMI agreed to the EPA proposed amount of $380,000 but added a stipulation that the amount be payable over time depending upon the status of MTMI’s operations. On February 21, 2012, MTMI was informed by the EPA that the EPA had agreed to the total amount of $380,000 with payments to be made on a monthly schedule of $2,500 per month with a balloon payment at month 36. ~~MTIM~~MTMI ~~has not yet~~ received this agreement in writing, signed it on November 7, 2012 and returned it to the EPA.

As of ~~June~~September 30, 2012, other than the ~~matter~~ matter discussed above, we were not a party to nor were we aware of any existing, pending or threatened lawsuits or other legal ~~actions~~ actions involving us or our subsidiaries.

ITEM 1A.

RISK FACTORS

For a discussion of the risk factors impacting our business, we refer you to our Current Report on Form 8-K filed with the SEC on April 12, 2012 as amended.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During~~On September ~~May~~6, ~~and June~~ 2012, we ~~conducted closing~~issued a ~~private~~promissory ~~placement~~note ofin ~~150,000~~the ~~and~~principal ~~230,000~~amount ~~units~~ of ~~our securities for an aggregate of~~ $150,000 ~~and~~to ~~$230,000,~~Black ~~respectively~~Diamond. ~~Each~~ ofThis ~~the~~note ~~units~~is ~~consisted~~unsecured, has ofan ~~one~~annual ~~share~~interest rate of ~~our~~6.0% ~~common~~on ~~stock and a warrant representing~~ the ~~right to purchase one-half share of our common stock~~outstanding, ~~exercisable~~unpaid ~~for~~principal aand ~~period~~matured ofon ~~five~~September ~~(5) years from issuance~~30, ~~at an exercise price of $1~~2012.50 ~~per~~On ~~whole~~October ~~share.~~ 18, ~~The~~2012, ~~shares of common stock contained in~~ the ~~units~~maturity ~~and~~date ~~underling~~of ~~the warrants carry mandatory registration rights. The investors in~~ this ~~private~~note ~~placement~~was ~~agreed~~extended to ~~renounce~~May ~~all right~~31, ~~title~~2013. ~~and~~This ~~interest~~promissory innote ~~and~~was toissued ~~the~~under ~~warrants~~Section ~~contained~~4(2) of in the ~~private~~Securities ~~placement units~~Act.

WeFrom ~~agreed~~July to6, 2012 ~~file~~through ~~the~~September ~~registration~~14, ~~statement~~2012, EGI issued a series of six unsecured promissory notes for an aggregate of $267,260 in loans. These nonotes ~~later~~bear ~~than~~an ~~ninety~~annual ~~(90)~~interest ~~calendar~~rate ~~days~~of ~~following~~6.0% and mature, with extensions, on May 31, 2013. Three of these notes in the ~~final~~aggregate principal ~~closing~~amount of ~~this~~$95,000 ~~private~~were ~~placement~~issued ~~and~~to ~~use~~Patrick Imeson, our ~~best~~President ~~efforts~~and toChief ~~ensure~~Executive Officer, two of the notes in the aggregate ~~that~~principal ~~such~~amount ~~registration~~of ~~statement~~$105,060 iswere ~~declared~~issued ~~effective~~to ~~within~~BDH and one ~~hundred~~note ~~fifty~~in ~~(150)~~the ~~calendar~~principal ~~days~~amount of ~~filing~~$67,060 ~~with~~was ~~the~~issued to ~~SEC~~Michael Feinberg, one of our directors. All of these promissory notes were issued under Section 4(2) of the ~~“Effectiveness~~ ~~Deadline”)~~Securities Act.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

If we are late in filing the registration statement or if the registration statement is not declared effective by the Effectiveness Deadline, monetary penalties payable by us to each holder of registrable securities will commence to accrue and cumulate at a rate equal to one percent (1.00%) of the purchase price per share paid by such holder for the registrable securities for each full period of 30 days that (i) we are late in filing the registration statement or (ii) the registration statement is late in being declared effective by the SEC (which shall be pro rated for any period less than 30 days); provided, however, that in no event shall the aggregate of any such penalties exceed ten percent (10%) of the purchase price per share paid by such holder for the registrable securities. Notwithstanding the foregoing, no payments shall be owed with respect to any period during which all of the holder’s registrable securities may be sold by such holder under Rule 144 or pursuant to another exemption from registration. Moreover, no such payments shall be due and payable with respect to any registrable securities we are unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”).

We have agreed to maintain the effectiveness of the registration statement through the earlier of second anniversary of the date the registration statement is declared effective by the SEC or until Rule 144 of the Securities Act is available to the holders to allow them to sell all of their registrable securities thereunder. The holders of any registrable securities removed from the registration statement as a result of any Rule 415 or other comments from the SEC shall have “piggyback” registration rights for the shares of common stock or common stock underlying such warrants with respect to any registration statement filed by us following the effectiveness of the registration statement which would permit the inclusion of these shares. As of June 30, 2012, we have accrued $38,000 for potential penalties related to the registration of the shares from the private stock sale.

In connection with our unit private placement offering, we issued warrants to purchase 315,000 shares of our common stock to eleven individuals who assisted us in our capital raising efforts. These warrants have an exercise price of $1.50 per share, are exercisable for a period of five years from the date of issuance and carry weighted average anti-dilution protection. These warrants were issued under Section 4(2) of the Securities Act.

On July 6, 2012, we issued a promissory note to Patrick Imeson, our Chief Executive Officer and Chairman, in the principal amount of $10,000. The promissory note is unsecured, has an annual interest rate of 6.0% on the outstanding, unpaid principal and matures on September 30, 2012. This promissory note was issued under Section 4(2) of the Securities Act.

On July 19, 2012, EGI issued a promissory note in the principal amount of $75,200 to Black Diamond. This note is unsecured, has an annual interest rate of 6.0% on the outstanding, unpaid principal and matures on October 31, 2012. This promissory note was issued under Section 4(2) of the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

ITEM 4.

MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS.

The following exhibits are included as part of this report:

Exhibit No.		Description
4.1*		Form of Marketing Warrant dated May __, 2012
4.1		6% Promissory note of the Registrant issued to Black Diamond Holdings, LLC dated September 6, 2012*
4.2*		6% Promissory note of the Registrant issued to Patrick Imeson dated July 6, 2012
4.2		Extension dated October 18, 2012 to 6% Promissory note of the Registrant issued to Black Diamond Holdings, LLC dated September 6, 2012*
4.3*		6% Promissory note of Elkhorn Goldfields, Inc. issued to Black Diamond Financial Group, LLC dated July 19, 2012
10.1		Amended and Restated Mineral Product Receivables Purchase Agreement by and between Elkhorn Goldfields, Inc. and Elkhorn Goldfields, LLC dated as of October 18, 2012
10.1*		Binding Letter of Intent dated August 17, 2012 between Elkhorn Goldfields, Inc. and Black Diamond Financial Group, LLC
31.1		Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002*
31.1*		Certification of Principal Executive Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
31.2		Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002*
31.2*		Certification of Principal Financial Officer pursuant to Section 302 the Sarbanes-Oxley Act of 2002
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.1**		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002**
32.2**		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101 INS		XBRL Instance Document***
101.INS***		XBRL Instance Document
101 SCH		XBRL Schema Document***
101.SCH***		XBRL Schema Document
101 CAL		XBRL Calculation Linkbase Document***
101.CAL***		XBRL Calculation Linkbase Document
101 LAB		XBRL Labels Linkbase Document***
101.DEF***		XBRL Definition Linkbase Document
101 PRE		XBRL Presentation Linkbase Document***
101.LAB***		XBRL Label Linkbase Document
101 DEF		XBRL Definition Linkbase Document***
101.PRE***		XBRL Presentation Linkbase Document

EASTERN RESOURCES, INC. AND SUBSIDIARIES

* Filed herewith.

** This certification is being furnished and shall not be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the Registrant specifically incorporates it by reference.

*** To beThe ~~furnished by amendment. Pursuant to Rule 406T of Regulation S-T, this~~ XBRL related information in Exhibit 101 shall not be deemed ~~to be~~ “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, oras amended, or otherwise subject to ~~the~~ liability of that section, and shall not be ~~deemed~~incorporated ~~part~~by ofreference ainto ~~registration~~any ~~statement, prospectus~~filing or other document pursuant ~~filed~~to ~~under~~ the Securities Act orof ~~the~~1933, ~~Exchange~~as ~~Act~~amended, except as shall be expressly set forth by specific reference in such filing ~~filings~~or document.

4030

EASTERN RESOURCES, INC. AND SUBSIDIARIES

SIGNATURES

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

August 20, 2012
November 21, 2012
	EASTERN RESOURCES, INC.
	By:	/s/Patrick W. M. Imeson
	Patrick W. M Imeson, Principal Executive
	Patrick W. M Imeson, Principal Executive Officer
	Officer

	By:	/s/Eric Altman
	Eric Altman, Principal Financial Officer

4131

Filing Compare · Eastern Resources, Inc.