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 ~~September~~March 3031, ~~2012~~2013

¨£ 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~~000-~~149850~~54645

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 ¨

Accelerated filer ¨

Non-accelerated filer ¨

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 ~~November~~May 1915, ~~2012~~2013.

EXPLANATORY 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 ~~SEPTEMBER 30,~~March ~~2012~~31, 2013

TABLE OF CONTENTS

		PAGE
	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2319
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2823
Item 4.	Controls and Procedures	2823
	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	2924
Item 1A.	Risk Factors	2924
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2924
Item 3.	Defaults Upon Senior Securities	2924
Item 4.	Mine Safety Disclosure	2924
Item 5.	Other Information	2924
Item 6.	Exhibits	3024
	SIGNATURES	3126

EASTERN RESOURCES, INC. AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEETS

	(Unaudited)
	September 30,			December 31,
	2012			2011
Assets
Current assets
Cash and cash equivalents	$	579,855		$	358,125
Accounts receivable other		1,008			-
Inventory, net		886,977			912,676
Other current assets		24,265			12,433
Total current assets		1,492,105			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		16,425,845			16,380,747
Deposits		16,769,639			16,794,577
Total non-current assets		43,936,268			42,665,852
Total assets	$	45,428,373		$	43,949,086
Liabilities, Convertible Redeemable Preferred Stock and Stockholders’ Deficit
Current liabilities
Accounts payable	$	1,533,148		$	282,141
Accrued liabilities		5,194,148			3,247,232
Promissory Notes - related party		432,260			-
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, 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		24,461,002			18,813,444
Push-down debt of Parent and its affiliate		21,579,848			21,579,848
Total current liabilities		72,810,157			61,607,537
Non-current liabilities
Capital lease obligations, less current portion		-			39,719
Reclamation liability		23,849,160			22,793,187
Ore purchase derivative contract		22,734,479			18,818,945
Total non-current liabilities		46,583,639			41,651,851
Total liabilities		119,393,796			103,259,388
Series A Convertible Redeemable Preferred stock, $0.001 par value 10,000,000 and 0 shares authorized, issued and outstanding at September 30, 2012 and December 31, 2011 respectively		60,000,000			-
Series A Convertible Redeemable Preferred stock dividend		3,500,000
Push down obligation of Parent		(51,990,850	)		-
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 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		7,292,260			12,073,010
Accumulated deficit		(92,965,383	)		(71,383,312	)
Total Stockholders' deficit		(85,474,573	)		(59,310,302	)
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~~BALANCE ~~OF OPERATIONS (Unaudited)~~SHEETS

	Three months ended						Nine months ended
	(Unaudited)
	September 30,						September 30,
	March 31,			December 31
	2012			2011			2012			2011
	2013			2012
Metal sales	$	-		$	573,942		$	-		$	573,942
Assets
Operating expenses
Current assets
Direct operating costs								-			-
Cash and cash equivalents	$	119,043		$	113,505
General and administrative		1,295,156			262,319			4,305,989			883,864
Accounts receivable other		-			1,008
Accretion expense		351,992			307,843			1,055,973			1,069,461
Inventory, net		886,977			886,977
Mine care and maintenance		285,517			196,078			684,641			641,643
Total current assets		1,006,020			1,001,490
Depreciation and amortization					88			2,082			5,562
Non-current assets
Total operating expenses		1,932,665			766,328			6,048,685			2,600,530
Buildings, equipment, and land, net		5,506,832			5,573,565
Loss from operations		(1,932,665	)		(192,386	)		(6,048,685	)		(2,026,588	)
Mine development		5,102,217			5,102,217
Other (expense) income
Mining properties and mineral interests, net		16,455,912			16,440,879
Interest expense		(2,917,905	)		(2,020,861	)		(7,608,495	)		(6,062,583	)
Deposits for reclamation obligations		16,780,285			16,780,285
Interest income		8,637			59			48,613			47,608
Total non-current assets		43,845,246			43,896,946
Amortization of deferred financing		(568,334	)					(568,334	)
Total assets	$	44,851,266		$	44,898,436
Other (expense) income		(157	)		(12	)		10,364			71,104
Liabilities and Shareholders’ Deficit
Loss on ore purchase derivative		(1,407,694	)		-			(1,407,694	)		(13,025,932	)
Current liabilities
Change in fair value of derivative instrument contract		(2,095,776	)		(1,489,960	)		(2,507,840	)		(4,216,849	)
Accounts payable	$	1,117,533		$	1,425,073
Total other (expense) income		(6,981,229	)		(3,510,774	)		(12,033,386	)		(23,186,652	)
Accrued liabilities		5,656,569			5,455,419
Net Loss		(8,913,894	)		(3,703,160	)		(18,082,071	)	$	(25,213,240	)
Accounts payable - related party		326,524			98,919
Preferred dividend		1,750,000						3,500,000			-
Promissory notes		748,537			705,737
Net loss available to common shareholders		(10,663,894	)		(3,703,160	)		(21,582,071	)		(25,213,240	)
Convertible bridge loans		1,800,000			1,900,000
Earnings per share:
Current portion of capital lease obligation		45,039			94,729
Basic and diluted loss per share	$	(0.04	)	$	(0.02	)	$	(0.09	)	$	(0.14	)
Series A 8% bonds		919,779			919,779
Basic and diluted net loss per common share	$	(0.05	)	$	(0.02	)	$	(0.11	)	$	(0.14	)
Refundable customer deposit, ore purchase agreement		11,680,000			10,760,000
Weighted average number of common shares outstanding		198,550,000			180,000,000			198,550,000			180,000,000
Push-down redeemable obligation of Parent and its affiliate		5,950,000			5,950,000
Push-down interest of Parent and its affiliate		29,314,632			26,448,883
Push-down debt of Parent and its affiliate		21,579,848			21,579,848
Total current liabilities		79,138,461			75,338,387
Non-current liabilities
Warrant liability		75,036			204,874
Reclamation liability		25,200,129			24,640,321
Ore purchase derivative contract		17,123,399			16,701,404
Total non-current liabilities		42,398,564			41,546,599
Total liabilities		121,537,025			116,884,986
Series A 12% convertible redeemable preferred stock, $0.001 par value 10,000,000 shares
authorized, issued, and outstanding at March 31, 2013 and December 31, 2012		13,656,708			13,656,708
Series A convertible redeemable preferred stock accrued dividend		7,100,000			5,300,000
Total convertible redeemable preferred stock		20,756,708			18,956,708
Commitments and contingencies
Shareholders’ deficit
Common stock $0.001 par value 300,000,000 authorized at March 31, 2013 and December 31, 2012, 198,550,000 were issued and outstanding at March 31, 2013 and December 31, 2012		198,550			198,550
Additional paid-in capital		4,563,960			3,357,564
Accumulated deficit		(102,204,977	)		(94,499,372	)
Total Shareholders' deficit		(97,442,467	)		(90,943,258	)
Total liabilities, convertible redeemable preferred stock and shareholders’ deficit	$	44,851,266		$	44,898,436

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF ~~STOCKHOLDERS’ DEFICIT (Unaudited)~~OPERATIONS

					Additional						Total
	Common Stock				Paid-in			Accumulated			Stockholders'
	Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2011		180,000,000	$	180,000	$	11,893,010		$	(71,383,312	)	$	(59,310,302	)
Cash distribution						(100,000	)				$	(100,000	)
Reverse acquisition		18,170,000		18,170		(13,674,878	)				$	(13,656,708	)
Shares sold for cash, private placement		380,000		380		379,620					$	380,000
Stock based compensation						1,213,154					$	1,213,154
Stock based compensation, corporate advisory						536,913					$	536,913
Warrants issued for services						306,568					$	306,568
Non-cash contribution						568,334					$	568,334
Beneficial conversation option bridge loan						521,981					$	521,981
Push down debt obligation to be paid from preferred stock redemptions						5,647,558					$	5,647,558
Series A convertible redeemable preferred stock dividend								$	(3,500,000	)	$	(3,500,000	)
Net Loss								$	(18,082,071	)	$	(18,082,071	)
Balance - September 30, 2012		198,550,000	$	198,550	$	7,292,260		$	(92,965,383	)	$	(85,474,573	)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

	2013			2012

Metal sales	$	-		$	-

Operating expenses
General and administrative		1,777,746			431,478
Accretion expense		559,808			363,240
Mine care and maintenance		272,051			99,695
Depreciation and amortization		1,317			1,041
Total operating expenses		2,610,922			895,454

Loss from operations		(2,610,922	)		(895,454	)

Other (expense) income
Interest expense		(2,969,465	)		(1,956,095	)
Interest income		54			72
Other		(33,115	)		10,385
Change in fair value of warrant liability		129,838			-
Loss on ore purchase derivative		(1,871,308	)		-
Change in fair value of derivative instrument contract		1,449,313			(284,223	)
Total other expense		(3,294,683	)		(2,229,861	)

Net Loss		(5,905,605	)		(3,125,315	)

Preferred dividend		(1,800,000	)		-

Net loss available to common shareholders	$	(7,705,605	)	$	(3,125,315	)

Earnings per share:
Basic and diluted loss per share	$	(0.04	)	$	(0.02	)
Weighted average number of common shares outstanding		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 CASH FLOWS ~~(Unaudited)~~

	Nine months ended
	September 30,
	2012			2011
Cash flows from operating activities
Net loss	$	(18,082,071	)	$	(25,213,240	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		2,082			5,562
Amortization of debt issuance costs		568,334			-
Accretion expense		1,055,973			1,069,461
Loss on ore purchase derivative		1,407,694			13,025,932
Change in fair value of derivative instrument		2,507,840			4,216,849
Accretion on convertible bridge loans		521,981			-
Warrants issued for services		306,568			-
Stock based compensation		1,750,067			-
Push-down interest of Parent and its affiliate		5,647,558			5,979,873
Changes in operating assets and liabilities
Accounts receivable - metal sales		-			(440,079	)
Accounts receivable - other		(1,008	)		(68,048	)
Inventory		25,699			36,919
Other current assets		(11,833	)		(7,523	)
Accounts payable		1,251,007			342,605
Accrued liabilities		1,946,916			241,643
Refundable customer deposit		660,000			10,000,000
		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		(33,138	)		(150,624	)
Additions to mine development		(1,219,199	)		(2,244,099	)
Additions to mining properties and mineral interests		(45,098	)		(6,875	)
Change in deposits		24,938			(364,185	)
Net cash used in investing activities		(1,272,497	)		(2,765,783	)
Cash flows from financing activities
Proceeds (payments) from Series A 8% bonds		(480,000	)		164,279
Proceeds from sale of common stock		380,000			-
Proceeds from convertible bridge loans		1,900,000			-
Proceeds from promissory notes - related parties		432,260			-
Payments on capital lease obligations		(194,840	)		-
Payments on push down debt of Parent and it's affiliates		-			(918,728	)
Payments of distributions to stockholders		(100,000	)		(2,648,781	)
Net cash provided by (used in) financing activities		1,937,420			(3,403,230	)
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	$	579,855		$	3,082,292
Supplemental cash flow disclosures
Cash paid for interest	$	131,638		$	34,498
Non-cash financing and investing activities
Depreciation expense capitalized to mine development	$	78,678		$	4,270
Preferred dividend	$	3,500,000

For the Three Months Ended March 31, 2013 and 2012 (Unaudited)

	2013			2012
Cash flows from operating activities
Net loss	$	(5,905,605	)	$	(3,125,315	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
Depreciation and amortization		1,317			1,041
Accretion expense		559,808			363,240
Loss on ore purchase derivative		1,871,308			-
Change in fair value of derivative instrument		(1,449,313	)		284,223
Loss on disposal of equipment		33,115			-
Employee stock compensation		755,631			-
Stock options for services		450,765			-
Change in fair value of warrant liability		(129,838	)		-
Push-down redeemable obligation of Parent and its affiliate		-			220,063
Push-down interest of Parent and its affiliate		2,865,749			1,688,474

Changes in operating assets and liabilities
Accounts receivable other		1,008			(30,610	)
Inventory		-			18,546
Other current assets		-			(225	)
Accounts payable		(322,573	)		(44,549	)
Accounts payable - related party		227,605
Accrued liabilities		201,150			79,329
Refundable customer deposit, ore purchase agreement		920,000			-
		5,985,732			2,579,532
Net cash provided by (used in) operating activities		80,127			(545,783	)

Cash flows from investing activities
Purchase of building and equipment		(3,449	)		-
Additions to mine development		-			(794,617	)
Additions to mining properties and mineral interests		-			(15,033	)
Change in deposits for reclamation obligation		-			50,050
Net cash used in investing activities		(3,449	)		(759,600	)

Cash flows from financing activities
Payments on series A 8% bonds		-			(450,000	)
Proceeds from bridge loans		-			1,800,000
Payments on bridge loans		(100,000	)		-
Proceeds from promissory notes		42,800			-
Payments on capital lease obligations		(13,940	)		(203,380	)
Payments of distributions to stockholders		-			(100,000	)
Net cash (used in) provided by financing activities		(71,140	)		1,046,620

Net increase (decrease) in cash and cash equivalents		5,538			(258,763	)
Cash and cash equivalents - beginning of year		113,505			358,125
Cash and cash equivalents - end of year	$	119,043		$	99,362

Supplemental cash flow disclosures
Cash paid for interest	$	39,587		$	123,640
Non-cash financing and investing activities
Depreciation expense capitalized to mine development	$	-		$	39,132
Mining properties and mineral interests included in accounts payable	$	15,033		$	-
Mine developmen t costs included in accounts payable	$	-		$	109,273
Cancellation of capital lease	$	(35,750	)	$	-
Series A Convertible Redeemable Preferred stock dividend	$	1,800,000			-

The accompanying notes are an integral part of these statements.

EASTERN RESOURCES, INC. AND ~~SUBSIDIARIES~~SUBSIDIARIESNotes to Consolidated Financial Statements (Unaudited)

Notes to Consolidated Financial Statements (Unaudited)

Basis of Presentation and Merger

These financial statements represent the consolidated financial statements of Eastern Resources, Inc., and its wholly owned subsidiaries, Elkhorn Goldfields, Inc. and Montana Tunnels, Inc. 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.

OnThe ~~April~~accompanying 6,unaudited ~~2012,~~consolidated financial westatements ~~entered~~have ~~into~~been anprepared ~~Agreement and~~in ~~Plan~~accordance with accounting principles generally accepted in the United States of ~~Merger~~America (“U.S. ~~with~~GAAP”) ~~ESRI,~~for ainterim ~~public~~financial ~~company~~information. ~~ESRI~~Accordingly, ~~was~~they ~~merged~~do ~~into~~not ~~EGI~~include all of the information and ~~MTMI~~footnotes required by U.S. ~~EGI~~GAAP ~~and~~for ~~MTMI,~~complete asfinancial statements. In the ~~Surviving~~opinion ~~Corporation~~of management, such statements include all adjustments ~~became~~(consisting only of normal recurring items) which are considered necessary for a ~~wholly-owned~~fair ~~subsidiary~~presentation of ~~ESRI.~~the Weconsolidated ~~issued~~financial statements ~~180~~of the Company as of March 31,~~000,000~~ ~~shares~~2013. The results of ~~our~~operations ~~common~~for ~~stock~~the ~~and~~three 10months ended March 31,~~000,000~~ ~~series~~2013 Aare ~~convertible~~not necessarily ~~redeemable~~indicative ~~preferred~~of ~~stock~~the tooperating ~~acquire~~results ~~EGI~~for ~~and~~the ~~MTMI,~~full ~~which~~year. ~~resulted~~It inis ~~the~~recommended ~~stockholders~~that ofthese ~~EGI~~consolidated ~~and~~financial ~~MTMI~~statements ~~owning~~be ~~approximately~~read ~~91.6%~~in ofconjunction ~~our~~with ~~outstanding~~the ~~common~~consolidated ~~stock~~financial statements and ~~100%~~related ofdisclosures ~~our~~for ~~series~~the Ayear ~~convertible~~ended ~~preferred~~December ~~stock~~31, ~~after~~2012 filed with the ~~consummation~~Securities ofand ~~the~~Exchange ~~Merger~~Commission (“SEC”) on April 16, 2013.

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 September 30, 2012. The results of operations for the nine months ended 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.

EASTERN RESOURCES, INC. AND ~~SUBSIDIARIES~~SUBSIDIARIESNotes to Consolidated Financial Statements (Unaudited)

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 iswill infinish the process of installing required infrastructure to allow access to the lower levels of ore once sufficient funding is received. 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~~May 68, 2012, ~~EGLLC~~the ~~entered~~Company ~~into~~declared a ~~merger~~2 ~~agreement~~to ~~with~~1 ~~ESRI,~~forward ~~whereas~~stock ~~EGI~~split ~~and~~on ~~MTMI~~our ~~would~~Common ~~become~~Stock ~~wholly~~outstanding ~~owned subsidiaries of ESRI~~ in ~~exchange~~the ~~for~~form ~~180,000,000 shares~~ of ~~common~~a ~~stock and 10~~dividend,~~000,000~~ ~~shares~~with ofa ~~preferred~~record ~~stock.~~date ~~ESRI~~of ~~discontinued~~May ~~its~~17, ~~pre-merger~~2012, ~~business~~with a ~~and~~payment ~~acquired~~date ~~the business~~ of ~~MTMI~~ ~~and~~June ~~EGI~~8, ~~and~~2012. ~~will~~We ~~continue~~have reflected the ~~existing~~effect ~~business operations~~ of ~~MTMI~~this ~~and~~forward ~~EGI~~stock assplit on a ~~publicly-traded~~retroactive ~~company~~basis ~~under~~on ~~the~~all ~~name~~common ~~Eastern~~stock ~~Resources,~~share ~~Inc~~amounts disclosed throughout this report.

On May 8, 2012, we declared a 2 to 1 forward stock split on our Common Stock outstanding in the form of a dividend, with a record date of May 17, 2012, with a payment date of June 8, 2012. We have reflected the effect of this forward stock split on a retroactive basis on all common stock share amounts disclosed throughout this report.

Note 2 - Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of ESRI and its subsidiaries, EGI and MTMI. All intercompany accounts and transactions have been eliminated in consolidation.

Debt Issuance Costs

Direct costs associated with obtaining debt financing are deferred and amortized over the term of the debt using the effective interest method. The net costs capitalized at for the nine months ended September 30, 2012 was $568,333 and were paid to related parties. The Company amortized $568,334 for the nine months ended September 30, 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~~March 3031, ~~2012~~2013 and December 31, ~~2011 because~~2012 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 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 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.

~~Level~~The 2:following ~~Quoted prices in active markets for similar~~ assets ~~and~~are ~~liabilities~~measured ~~and~~at ~~inputs~~fair value ~~that~~on ~~are~~a ~~observable~~recurring ~~for~~basis ~~the~~as ~~asset~~of orMarch ~~liability;~~31, or2013:

Level 3: Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

Description	Level 1		Level 2		Level 3			Total

Ore purchase derivative contract	$	-	$	-	$	(17,123,399	)	$	(17,123,399	)
Warrant liability	$	-	$	-	$	(75,036	)	$	(75,036	)

~~The following assets are measured at fair value as of September 30, 2012:~~8

Description		Level 1				Level 2				Level 3				Total
Ore Purchase Contract		$	-			$	-			$	(22,734,479	)		$	(22,734,479	)

EASTERN RESOURCES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

The following assets are measured at fair value on a recurring basis as of December 31, ~~2011~~2012:

Description	Level 1		Level 2		Level 3			Total
Ore Purchase Contract	$	-	$	-	$	(18,818,945	)	$	(18,818,945	)
Ore purchase derivative contract	$	-	$	-	$	(16,701,404	)	$	(16,701,404	)
Warrant liability	$	-	$	-	$	(204,874	)	$	(204,874	)

Ore Purchase Derivative Contract: Based on: (i) contract terms of the production of 38,451 ounces of gold; (ii) projected future gold prices garnered from GCJ2 Comb Commodity Futures as of March 31, 2013; and (iii) discount rate determined based on the observed weighted average cost capital of a group of publicly traded comparable companies using a discounted cash flow model. The model is most sensitive to the future price of gold and expected delivery of ore.

Warrant Liability: Based on: (i) stock price; (ii) volatility calculated 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; and (iii) risk free rate for the expected term of the option is based on the United States Treasury yield curve in effect on March 31, 2013.

There were no changes to the valuation techniques used during the three months ended March 31, 2013 or the year ended December 31, 2012.

The following table presents information about significant unobservable inputs to the Company’s Level 3 financial assets and liabilities measured at fair value on a recurring basis as of March 31, 2013:

Description	Fair Value		Valuation Technique	Significant Unobservable Inputs	Range of Inputs

Ore purchase derivative contract	$	17,123,399	Discounted cash flow model	Production commencement Production period discount rate	January 2014, 24 Months, 25%

Warrant liability	$	75,036	Black-Scholes Model	Volatility	Approximate risk free rate: 0.668%; Expected term: 4.5 years; Volatility: 65.40% - 70.47%

Future increases in the credit adjusted discount rate will result in a decline in the fair value of the ore derivative contracts.

Changes in the estimates of timing production of the ore further out into the future periods would cause a change in the value of the ore derivative liability.

Changes in the stock price, volatility, and the approximate risk-free rate would cause a change the value of the warrant liability.

The change in fair value of derivative instrument contract included in the statement of operations was 1,449,313 and ($284,223) for the three months ended March 31, 2013 and 2012, respectively.

EASTERN RESOURCES, INC. AND ~~SUBSIDIARIES~~SUBSIDIARIESNotes to Consolidated Financial Statements (Unaudited)

~~Notes~~The tochange ~~Consolidated~~in ~~Financial~~valuation ~~Statements~~of warrant liability ~~(Unaudited)~~was $129,838 and zero for the three months ended March 31, 2013 and 2012, respectively.

~~Ore~~The ~~Purchase~~following ~~Contract:~~is ~~Based~~a ~~on contract~~reconciliation ~~terms,~~of ~~projected~~the beginning ~~future gold prices,~~ and ~~discount~~ending ~~rate~~balances ~~commensurate~~for ~~with~~assets ~~estimates~~measured ofat ~~contemporary~~fair ~~credit~~value ~~risk~~on ~~using~~ a ~~discounted~~ ~~cash~~recurring ~~flow~~basis ~~model.~~using ~~The~~significant ~~model~~unobservable isinputs ~~most~~(Level 3) ~~sensitive~~during to the ~~future~~year ~~price~~ended ofDecember ~~gold.~~31, 2012:

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

	Embedded Derivative			Warrant Liability

Beginning balance – December 31, 2012	$	(16,701,404	)	$	(204,874	)
New contracts entered into		(1,871,308	)		-
Total gains or losses (realized/unrealized)
Included in earnings		1,449,313			129,838
Transfers in and/or out of Level 3
Ending balance – March 31, 2013	$	(17,123,399	)	$	(75,036	)

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 nine month period ended September 30, 2012:

	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	)

The embedded derivative is summarized between related and non-related parties as follows:

Related party embedded derivative	$	2116,~~326~~162,~~785~~215
Non-related party embedded derivative		1961,~~407,694~~184
Total embedded derivative	$	2217,~~734~~123,~~479~~399

Management’s 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.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 3 - Management’s Plan

At ~~September~~March 3031, ~~2012~~2013, 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 require the issuance of additional debt and/or equity securities. The Company is attempting to raise capital through gold streaming, whereby upfront cash payments are exchanged for a percentage of the future gold production by the Golden Dream Mine. All of the company’s mining projects have been placed in care and 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~~ adjustments that might result from the outcome of this uncertainty.

Note 4–Accrued Liabilities

Accrued ~~liabilities~~ expenses consist of the following:

	September 30, 2012		December 31, 2011
	March 31,		December 31,
Property and mining taxes payable	$	3,102,357	$	2,630,365
	2013		2012
Interest		1,411,226		106,358
Property and mining taxes payable	$	3,404,429	$	3,228,136
Interest		1,515,001		1,450,872
Environmental remediation		380,000		380,000
Payroll and related expenses		~~262~~240,~~565~~964		~~130~~358,~~509~~411
Other		38116,~~000~~175		-38,000
	$	5,194,148	$	3,247,232
Total	$	5,656,569	$	5,455,419

EASTERN RESOURCES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

Note 5 – Customer Deposits

During ~~2011~~April, 2011 the Company ~~received~~entered into ana ~~up-front payment~~Minerals ofProduct ~~$10~~Receivables Purchase Agreement (the “MPRPA”),~~000,000,~~ ~~through~~with an ~~ore~~affiliate ~~purchase~~of ~~agreement~~the ~~from~~Parent. aIn ~~related party~~October, 2012, ~~dated~~the ~~April~~MPRPA ~~15,~~was ~~2011,~~amended to sell 80up to 50% of the first 41 160,~~700~~000 ounces of gold ~~and 6.5% of the gold~~ produced ~~after 250,000 ounces~~ from the Golden Dream Mine atfor ~~the~~up-front payments ~~Elkhorn~~of ~~Project~~$25,391,200. ~~For each~~As ~~ounce~~ of ~~gold~~March ~~delivered~~31, ~~under the Minerals Product Receivables Purchase Agreement (the "MPRPA")~~2013, the Company ~~will pay~~has ~~the~~received ~~related party~~$11,680,000 ~~subject~~of toup-front ~~certain~~payments ~~adjustments,~~and ~~(i)~~is ~~with~~obligated ~~respect~~ to 80sell 50% of the first 4138,~~700~~451 ounces ~~sold,~~to the ~~lesser~~holders of ~~$500 per ounce or~~ the ~~latest~~MPRPA. ~~COMEX~~The ~~spot~~following ~~gold~~is ~~price~~a atreconciliation of the ~~time~~up-front ofpayment ~~sale~~ and ~~(ii) with respect to each ounce of gold over 250,000~~ ounces, ~~the~~sold ~~lesser~~under ~~of $600 or~~ the ~~latest~~MPRPA ~~COMEX~~as ~~spot gold price at the time~~ of ~~sale.~~March ~~All~~31, ~~pricing is subject to adjustment by an agreed upon inflation factor.~~2013:

	Up-front Payments		Ounces
December 31, 2011	$	10,000,000		33,360

Additions		760,000		2,303
Delivery		-		-

December 31, 2012		10,760,000		35,663

Additions		920,000		2,788
Delivery		-		-

March 31, 2013	$	11,680,000		38,451

~~EASTERN~~MPRPA, ~~RESOURCES~~as amended, ~~INC~~requires the Company to pay all proceeds from 50% of the sales of gold in excess of the lesser of $500 per ounce or the latest COMEX spot gold price, if any, to the customers. ~~AND~~Additionally, ~~SUBSIDIARIES~~the customers may purchase 15% (prorated if the entire MPRPA is not fully subscribed) 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 MPRPA is through the closure of the Golden Dream Mine. Currently the Company estimates reserves at approximately 258,000 ounces of gold.

~~Notes~~The toMPRPA ~~Consolidated~~includes ~~Financial~~an ~~Statements~~embedded derivative, which is valued using a discounted cash flow model with the major inputs of: (~~Unaudited~~i) a 25% discount rate, (ii) gold future pricing, (iii) measurement date with the receipt of payment, and (iv) and management’s forecast to produce 79,932 ounces by December 2015. During the three months ended March 31, 2013, the Company recognized $1,871,308 of loss on the ore purchase agreement to reflect the difference between fair value of the derivative contract liability and the agreement. The customer deposit will be reduced by the Company with the delivery of the gold. The fair value of the embedded derivative fluctuates with changes in the price of gold and expected delivery of ore.

The ~~Agreement~~up-front ~~included~~payments ~~an embedded derivative, which is valued using a discounted cash flow model with the major inputs~~ of: ~~(i) a 25% discount rate~~$11, ~~(ii) gold future pricing~~680, ~~(iii) April 15~~000, ~~2011~~at March ~~measurement date~~31, ~~and (iv) and management’s forecast to produce 72~~2013,~~727~~ ~~ounces~~have bybeen ~~December 2014. The Company~~ recognized aas ~~$13,025,932~~refundable ~~loss~~customer ondeposits ~~related~~until ~~party ore purchase agreement to reflect~~ the ~~difference between fair value of~~ gold at ~~the~~is ~~agreement date and the contract price of gold in the Agreement~~sold. AsThe ~~the~~refundable ~~result,~~customer ~~the~~deposits ~~offering~~are considered ~~will~~current bedue ~~amortized~~to by the ~~Company with~~party’s ~~the~~making ~~delivery of~~ the ~~gold.~~payments ~~The~~having ~~fair value of~~ the ~~embedded~~right, ~~derivative~~upon ~~fluctuates~~written ~~with~~notice, ~~changes~~at intheir ~~the~~option ~~price~~to ~~of gold. The change~~demand inrepayment ~~fair value~~ of the ~~embedded~~up-front ~~derivative~~cash ~~from the date of closing to September 30~~deposit, ~~2012~~without ~~and December 31~~interest, ~~2011~~for ~~resulted~~any shortfall in adelivered ~~cumulative loss~~ounces ~~of $8,300,853~~ and ~~$5,793,013, respectively, which was recorded in~~ the ~~consolidated~~uncertainty ~~statements~~ of ~~operations in~~ the ~~change~~commencement inof ~~fair~~ore ~~value~~production ofand the ~~derivative~~price ~~instrument~~of gold.

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 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) 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 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 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.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 6–Notes Payable

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	)
	$	-		$	-

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 matured during July 2012, with interest accruing at 8%. With the 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.

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. The warrants were valued using the Black-Scholes pricing model and expensed during 2010 and 2011.

EASTERN RESOURCES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

	March 31,			December 31,
	2013			2012
Series A 8% bonds	$	919,779		$	919,779
Less current portion		(919,779	)		(919,779	)
	$	-		$	-

Promissory Notes – Related Parties

		September 30, 2012				December 31, 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			$	-

During 2012 and 2013, the Company entered into a series of promissory notes with related parties for a total of $42,800 during 2013 and $577,260 during 2012. The notes mature on May 31, 2013 and accrue interest at a rate of 6%. The Company paid $371,523 on the notes during 2012.

Convertible Bridge Loans

	March 31,			December 31,
	2013			2012
Promissory Notes	$	248,537		$	205,737
Less current portion		(248,537	)		(205,737	)
	$	-		$	-

~~During February 2012, the Company entered~~Promissory into three convertible bridge loans with related parties totaling $1,800,000. The loans are unsecured and call for 12% annual interest on the outstanding unpaid principal. The loans are convertible into common stock at an exercise price of $1.00 per share, with the holder receiving one five-year warrant attached to each share. Two warrants will allow the holder the rights to acquire an additional share of common stock for $1.50. 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”) or the next round of funding. If the share value of the PPO 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 PPO does not close within 180 days after the closing of the Merger (April 6, 2012), the holder may “put” the Conversion Shares to the Company at $2.00 per share. The loans matured during August 2012 and prior to that date, the Company did not make the required payments due under the terms of the convertible bridge loans which resulted in an event of default.Notes

13During 2012, the Company entered into a promissory note with an un-related party for a total of $500,000. The note originally matured on March 31, 2013 and accrued interest at a rate of 6%. In March 2013, this note was extended to May 31, 2013 and the interest rate was amended to 8%.

EASTERN RESOURCES, INC. AND SUBSIDIARIES

	March 31,			December 31,
	2013			2012
Promissory Notes	$	500,000		$	500,000
Less current portion		(500,000	)		(500,000	)
	$	-		$	-

~~Notes~~Related toParty ~~Consolidated~~Convertible ~~Financial~~Bridge ~~Statements (Unaudited)~~Loans

During ~~April,~~February 2012, the Company entered into athree convertible bridge ~~loan~~loans with ana ~~unrelated~~related ~~party~~parties ~~for~~totaling $~~100~~1,800,000. ~~The~~due ~~loan is unsecured, has an annual interest rate of 12% on the outstanding, unpaid principal and matures~~ in ~~October,~~August 2012. ~~Prior~~The toloans ~~the~~were ~~maturity~~unsecured ~~date, the holder may convert the entire principal~~ and ~~accrued~~ ~~interest~~called ~~then~~for ~~outstanding~~12% ~~into~~annual ~~common~~interest ~~stock~~on of the ~~Company.~~outstanding ~~Furthermore,~~unpaid ~~should~~principal. ~~the~~Because ~~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~~non-~~year~~payment ~~warrant attached to each share~~ of ~~stock. Two warrants will acquire an additional share of common stock for $1.50 of acquirer. In addition~~interest, the ~~holder~~bridge ~~will~~loans ~~be issued warrants exercisable at $0.01 per share, exercisable at the time of closing~~are aconsidered ~~private~~in ~~placement~~default ~~offering~~and ~~("PPO")~~currently ofbear ~~acquirer~~interest ~~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~~14% ~~discount~~default ~~from the share price of the PPO or the next round of funding~~ rate.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.

At the discretion of the investor the outstanding principal amount and all accrued 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. The value of the warrants under this agreement was determined using the following assumptions: lives of 5 years, exercise price of $2.00, no dividend payments, 118.00% volatility, and a risk free rate of 0.83%.12

	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

EASTERN RESOURCES, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Unaudited)

~~Notes Payable~~Unrelated ~~Maturity~~Party ~~Schedule~~Convertible Bridge Loans

AtDuring ~~September~~April 2012, the Company entered 30into a bridge loan with an unrelated party for $100,000, ~~2012~~which was paid in full during March 2013.

	Related Party		Other
	March 31,		December 31,
Year Ended	Notes		Notes		Total
	2013		2012
2012	$	2,952,039	$	300,000	$	3,252,039
Convertible bridge loans principal amount - related party	$	1,800,000	$	1,800,000
Convertible bridge loans principal amount - unrelated party		-		100,000
Net convertible bridge loans	$	1,800,000	$	1,900,000

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

Note 7 - Push-Down Debt, Interest, and Redemption Obligation of Parent and Its Affiliate

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~~as isall aassets ~~summary~~have ~~of the~~been ~~loans~~pledged as collateral ofand ~~the~~repayment ~~nine~~is ~~months~~dependent ~~ended~~upon ~~September~~the ~~30,~~cash ~~2012~~flows ~~and~~from ~~year~~the ~~ended~~Company’s ~~December 31, 2011~~operations.

15$5,000,000 Series A Convertible notes were due in December 2007. 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 April 2015. Interest only payments are to be made quarterly. At the election of the holder, principal amounts of the notes are convertible into $50,000 per membership unit of the Parent. The Company’s mining properties and equipment have been pledged as collateral to these notes. The balances of these notes were $5,791,701 at March 31, 2013 and December 31, 2012.

	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

During 2007, an affiliate of the Parent entered into a loan for $8,050,000. The loan was due May 2009. 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 April 2015. 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. The balance of this note was $9,680,125 at March 31, 2013 and December 31, 2012.

16During 2008, an affiliate of the Parent entered into a loan for $5,000,000. The loan was due January 2009.

~~EASTERN~~During ~~RESOURCES~~May 2009, ~~INC~~the accrued and unpaid interest was included in the revised notes. ~~AND~~Included ~~SUBSIDIARIES~~in the revision, the loans accrue interest at 18% per annum, compounded quarterly, and are due April 2015. 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 the affiliate’s assets, 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. The balance of this note was $6,108,022 at March 31, 2013 and December 31, 2012.

~~Notes~~Redeemable toobligation ~~Consolidated~~of ~~Financial~~Parent ~~Statements~~and ~~(Unaudited)~~its affiliate.

~~During~~An ~~2012~~affiliate ~~and~~of ~~2011,~~ the Parent ~~and~~offered ~~its~~redeemable ~~affiliate~~options ~~have~~to ~~not~~certain ~~made~~debt ~~the~~holders ~~interest~~(“Optionee”) ~~payments~~to onpurchase membership units in an equity owner of the ~~notes~~Parent. orThe ~~bonds;~~affiliate as ~~thus,~~Optionor angrants ~~event~~to ofeach ~~default~~Optionee isthe ~~present.~~option ~~Because~~to put all or any portion of the ~~non-payment of~~membership ~~interest,~~units to the affiliate. The Company’s mining ~~has~~properties ~~classified~~and equipment have been pledged as collateral to the ~~notes~~redeemable interest. The balance of this redeemable option was $5,950,000 at March 31, 2013 and ~~bonds~~December as31, ~~current~~2012.

~~Note 8 - Capital Leases~~13

~~The~~EASTERN ~~Company~~RESOURCES, ~~has acquired equipment under the provisions of long-term capitalized leases~~INC. ~~For~~AND ~~financial~~SUBSIDIARIESNotes ~~reporting purposes, the present value of future minimum lease payments relating~~ to ~~the~~Consolidated ~~assets~~Financial ~~has~~Statements ~~been capitalized. The leases expire in September 2013. Amortization of the leased property is being capitalized.~~(Unaudited)

The ~~assets~~following ~~under~~is ~~capital~~a ~~lease~~summary ~~have~~of ~~cost~~the loans ~~and~~as ~~accumulated~~of ~~amortization~~the asthree ~~follows~~months atended ~~September~~March 3031, ~~2012~~2013 and year ended December 31, ~~2011~~2012:

	September 30, 2012			December 31, 2011
	March 31,			December 31,
Equipment	$	916,736		$	916,736
	2013			2012
Less accumulated depreciation		(112,936	)		(48,963	)
Total push-down debt of Parent and its affiliate	$	21,579,848		$	21,579,848
	$	803,800		$	867,773
Push-down redeemable obligation of Parent and its affiliate		5,950,000			5,950,000
Maturities of capital lease obligations are as follows:
Total push-down debt and redeemable obligation of Parent and its affiliate		27,529,848			27,529,848
Year Ending December 31,
Push-down interest of the Parent and its affiliate		29,314,632			26,448,883
2012	$	158,353		$	385,358
Total combined push-down debt components	$	56,844,480		$	53,978,731
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~~The Parent and its affiliate have not made 9the –interest ~~Shareholders’~~payments ~~Deficit~~on the notes or redeemable obligation; thus, an event of default may be present. Because of the non-payment of interest, the Company has classified the debt and redeemable obligation as current.

Note 8 – Shareholders’ Deficit

Common Stock

As of ~~September~~March 3031, ~~2012~~2013, the authorized ~~share~~ 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~~March 3031, ~~2012~~2013.

On June 8, 2012 the Company ~~recorded~~declared 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~~ units and underling the warrants carry mandatory registration rights. Subsequent to the private placement the investors ~~agreed~~with 65,000 units agreed to renounce all right, title and interest in and to the warrants contained in the private placement units.

17The Company agreed to file the registration statement no later than ninety 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 calendar days of filing with the SEC (the “Effectiveness Deadline”).

~~EASTERN~~If ~~RESOURCES~~the Company is late in filing the registration statement or if the registration statement is not declared effective by the Effectiveness Deadline, ~~INC~~monetary penalties payable by the Company to each holder of registrable securities will commence to accrue and cumulate at a rate equal to 1.0% ~~AND~~of ~~SUBSIDIARIES~~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 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 the Company is unable to register due to limits imposed by the SEC’s interpretation of Rule 415 under the Securities Act.

~~Notes to Consolidated Financial Statements (Unaudited)~~14

~~The~~EASTERN ~~Company~~RESOURCES, ~~agreed~~INC. toAND ~~file~~SUBSIDIARIESNotes ~~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~~Consolidated ~~that~~Financial ~~such~~Statements ~~registration statement is declared effective within one hundred fifty~~ (~~150~~Unaudited) ~~calendar days of filing with the SEC (the “Effectiveness Deadline”).~~

IfThe ~~the~~ Company ishas ~~late~~agreed into ~~filing~~maintain the ~~registration~~ ~~statement~~effectiveness orof if the registration statement isthrough ~~not~~the ~~declared~~earlier ~~effective~~of bysecond ~~the~~anniversary ~~Effectiveness~~of ~~Deadline,~~the ~~monetary~~date ~~penalties payable by~~ the ~~Company~~registration tostatement ~~each~~is declared ~~holder~~effective ofby ~~registrable~~the ~~securities~~SEC ~~will~~or ~~commence~~until toRule ~~accrue~~144 ~~and~~of ~~cumulate~~the atSecurities aAct ~~rate~~is ~~equal~~available to ~~one percent (1.0%) of~~ the ~~purchase~~holders ~~price~~to ~~per~~allow ~~share~~them ~~paid~~to bysell ~~such~~all ~~holder~~of their ~~for the~~ registrable securities ~~for~~thereunder. ~~each~~The ~~full~~holders ~~period~~ of 30any ~~days~~registrable ~~that~~securities ~~(i)~~removed ~~the Company~~from ~~is late in filing~~ the registration statement oras ~~(ii)~~a result ~~the~~of ~~registration~~any ~~statement~~Rule is415 ~~late~~or inother ~~being~~comments ~~declared~~from ~~effective by~~ the SEC ~~(which~~ shall behave ~~pro-rated~~“piggyback” ~~for~~registration ~~any~~rights ~~period~~for ~~less than 30 days); provided, however, that in no event shall~~ the ~~aggregate~~shares of ~~any~~common ~~such~~stock ~~penalties~~or ~~exceed~~common ~~ten~~stock ~~percent~~underlying ~~(10%) of the purchase price per share paid by~~ such ~~holder~~warrants ~~for the registrable securities. Notwithstanding the foregoing, no payments shall be owed~~ with respect to any ~~period~~registration ~~during~~statement ~~which~~filed ~~all~~by ofus following the ~~holder’s registrable~~effectiveness ~~securities~~of ~~may~~the beregistration ~~sold~~statement bywhich ~~such~~would ~~holder~~permit ~~under~~the ~~Rule~~inclusion ~~144~~of orthese ~~pursuant~~shares. toAs ~~another~~of ~~exemption~~March ~~from~~31, ~~registration. Moreover~~2013, nothe ~~such~~Company ~~payments shall~~has beaccrued ~~due~~a $38,000 ~~and~~for ~~payable~~potential ~~with~~penalties ~~respect~~related to ~~any registrable securities we are unable to register due to limits imposed by~~ the ~~SEC’s interpretation~~registration of ~~Rule~~the ~~415~~shares ~~under~~from the ~~Securities~~private ~~Act~~stock sale.

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”), issued April 6, 2012 with a par value of $0.001 per share, all 10,000,000 shares were outstanding at December 31, 2012. The holder of the Preferred Stock is entitled to receive, out of funds legally available ~~therefor,~~the 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~~March 3031, ~~2012~~2013, no dividends have been declared on the Preferred Stock. However, the Company has accrued dividends in arrears totaling $37,~~500~~100,000 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~~obligations that is are reflected in the accompanying financial statements. The holders of the Preferred Stock have the option to redeem the Preferred Stock six months from the date of issuance or the date that the Company produces 25,000 ounces of gold, at any time prior to the third anniversary of issuance out of legally available funds. Under Delaware law, the board of directors has the discretion to determine, in good faith, whether there are sufficient legally available funds to make redemption. A surplus alone does not constitute legally available funds; the board of directors must determine if the funds available are sufficient to cover the redemption without making the Company insolvent. The contingency related to redemption has not been ~~initially~~met because the redemption of the Preferred Stock would result in the insolvency of the Company. The Preferred Stock has been recorded as a deemed distribution at its estimated fair ~~value~~ value of $813,~~009~~656,~~150~~708 based upon the discounted cash flows to be received by stock holders. as follows:

Initial redemption value of preferred stock	$	60,000,000

Less: “push down” debt plus accrued interest equal to be paid from the proceeds of the preferred stock		(46,343,292	)

Net excess cash flow attributable to the preferred stock at the date of acquisition	$	13,656,708

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

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.

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 of Directors, 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. The 2012 Plan shall terminate within ten 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.

19EASTERN RESOURCES, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (Unaudited)

~~EASTERN~~The ~~RESOURCES~~fair value of each award is estimated on the date of grant and recognized as expense over the service period which is generally the vesting period. Stock option values are estimated using the Black Scholes option valuation model, ~~INC~~which requires the input of subjective assumptions, including the expected term of the option award, expected stock price volatility, and expected dividends. ~~AND~~These ~~SUBSIDIARIES~~estimates involve inherent uncertainties and the application of management judgment. During the three months ended March 31, 2013 the Company recorded stock based compensation expense of $755,631, associated with stock options. As of March 31, 2013, the Company has estimated $6,095,417 of future compensation costs related to the unvested portions of outstanding stock options which is expected to be recognized over the next two years.

~~Notes~~Stock based compensation related to ~~Consolidated~~common stock ~~Financial~~issued ~~Statements~~to a third party vendor, during 2012, in exchange for services were valued at $1,801,054, with no forfeiture rate, ~~(Unaudited)~~the stock options vest over one year. During the three months ended March 31, 2013, the Company recorded $450,765, in consulting expense. As of March 31, 2013, the Company has estimated $118,196 of future expense related to the unvested portions of outstanding stock options.

Stock option activity for the ~~nine~~year ended December 31, 2012 and the three months ended ~~September~~March 3031, ~~2012~~2013 was as follows:

	Incentive			Weighted
				Weighted
	Stock			Average
	Options			Exercise Price
Outstanding - December 31, 2011		-		$	-
Granted		12,920,000			0.96
Forfeited/canceled		(~~230~~260,000	)		1.00
Exercised		-			-
Outstanding - September 30, 2012		12,690,000		$	0.96
Outstanding - December 31, 2012		12,660,000			0.96
Granted		-			-
Forfeited/canceled		(50,000	)		1.00
Exercised		-			-
Outstanding – March 31, 2013		12,610,000		$	0.96

The following table presents the composition of options outstanding and exercisable:

		Options Outstanding						Options Exercisable
Range of Exercise Prices		Number		Price*		Life*		Number		Price*
$	0.75		2,000,000	$	0.75		9.5707		~~871~~2,~~233~~000,000	$	0.75
	1.00		10,690,000		1.00		9.52		1,729,552		1.00
$	1.00		10,610,000		1.00		9.02		-		-
	Total - September 30, 2012		12,690,000	$	0.96		9.52		2,600,785	$	0.96
Total - March 31, 2013			12,610,000	$	0.95		9.03		2,000,000	$	0.75

*Price and Life reflect the weighted average exercise price and weighted average remaining contractual life, respectively.

~~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:~~16

20EASTERN RESOURCES, INC. AND SUBSIDIARIESNotes to Consolidated Financial Statements (Unaudited)

EASTERN RESOURCES, INC. AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

		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

Warrants

The Company issued 750,000 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 $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.

The 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.

The Company issued 100,000 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 $29,984 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.

The 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 $29,000 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.

The Company issued 315,000 warrants in consideration of marketing a private placement financing. The agreement provides and exercise price of $1.50 which expires 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 0.73% and no dividend yield.

Note 9 - Related Party Transactions

~~During~~A ~~2011,~~related ~~the~~party ~~Company~~has ~~entered~~funded ~~into an~~$10,920,000 ~~ore~~of ~~purchase~~the ~~agreement~~MPRPA ~~(“Agreement”)~~which ~~with~~entitles anthem ~~affiliate of EGI~~ to ~~sell~~36,148 ~~80%~~ of the ~~first 41~~38,~~700~~451 ounces of gold ~~produced from~~to ~~the~~be ~~Golden~~sold ~~Dream~~in ~~Mine~~accordance ~~for~~to anthe ~~up-front payment of $10,000,000 of consideration~~MPRPA. (Note 5).

~~Upon~~The ~~the closing of the Merger, the~~ Company has ~~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. AsManagement offee ~~September~~expense 30was $45,000 ~~2012~~and ~~management~~zero ~~fee~~for ~~expense~~the ~~was~~three ~~$90~~months ended March 31,~~000.~~ 2013 and March 31, 2012, respectively and is included in general and administrative expenses

21During February 2012, the Company entered into convertible bridge loans with related parties totaling $1,800,000 due in August 2012. Because of the non-payment under the terms of the bridge loans, the bridge loans are considered in default and accruing interest at the default interest rate of 14%. (Note 6)

~~EASTERN~~During ~~RESOURCES~~2013 and 2012, ~~INC~~the Company entered into a series of promissory notes with related parties for $42,800 and $577,260, respectively. ~~AND~~The ~~SUBSIDIARIES~~notes mature on May 31, 2013 and accrue interest at a rate of 6%. During 2012, promissory notes totaling $371,523 were paid; at March 31, 2013, $248,537 was outstanding on the promissory notes. (Note 6)

~~Notes~~Note to10 ~~Consolidated~~- ~~Financial~~Commitments ~~Statements (Unaudited)~~and Contingencies

As of September 30, 2012, there was $10,000 of related party payables included in accounts payable.

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~~ are based principally on legal and regulatory requirements. At ~~September~~March 3031, ~~2012~~2013 and December 31, ~~2011~~2012, ~~approximately~~ $2325,~~850~~200,~~000~~129 and $2224,~~800~~640,~~000~~321, respectively, ~~were~~was accrued for reclamation costs relating to currently producing mineral properties in accordance with asset retirement obligation guidance.

On May 24, 2010, the Environmental Protection Agency (“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. 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, the Company and the EPA entered into an access and compensation agreement which detailed the responsibilities of both the EPA and the Company 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 4, 2011, the Company 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 the Company’s operations. The $380,000 settlement will be paid in 35 monthly installments of $2,500 and a final balloon payment of $292,500.

Property Taxes

The Company is not current with its 2012, 2011, 2010 and 2009 property and mining taxes. The total amount past due as of ~~September~~March 3013, ~~2012~~2013 and December 31, ~~2011~~2012 is ~~approximately~~ $3,~~100~~404,~~000~~ 429 and $23,~~600~~228,~~000~~136, respectively. The Company is in the process of assessing the implications of the unpaid property taxes.

Payroll Taxes

The Company is not current with its 2012 and 2013 payroll taxes. The total amount past due as of ~~September~~March 3031, ~~2012~~2013 is approximately $~~168~~88,000. The Company is in the process of assessing the implications of the unpaid payroll taxes.

~~Note 12 – Subsequent Events~~17

OnEASTERN ~~October 30~~RESOURCES, ~~2012, the Company expanded its MPRPA by an additional $100,000~~INC. ~~Pursuant~~AND toSUBSIDIARIESNotes ~~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 aConsolidated ~~total of~~Financial ~~35,663~~Statements 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.(Unaudited)

22Standstill Agreement

A standstill agreement with the secured lenders of the push-down debt and redemption obligation of the Parent and its affiliate (Note 7) was executed in May 2013. The standstill agreement prevents the lenders from exercising foreclosure rights against the Company through September 30, 2013. In consideration of the standstill agreement, the Company extended $1,000,000 of the MPRPA (Note 5) to the lender entitling them to 3,030 ounces.

Note 11 – Subsequent Events

On April 23, 2013, the Internal Revenue Service issued a Notice of Federal Tax Lien Filing for Montana Tunnels Mining, Inc. The Lien was in relation to payroll taxes for the tax period of December 31, 2012 and is in the amount of $37,990.

On May 1, 2013 the Company issued 30,000 non-qualified stock options to an employee under the 2012 Plan. These options have a strike price of $1.00, vest in equal annual installments over three years, and expire on June 30, 2023. The options were valued using the Black-Scholes pricing model with a term of 5.5 years, volatility of 80.13%, a discount rate of 0.965%, and a forfeiture rate of 2.84%. The stock options were valued at $6,422 which will be amortized over the vesting period of the options.

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.

~~Recent~~As ~~Developments~~used in this Current 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.

Background, General Overview and Recent Developments

Merger with MTMI and EGI

On April 6, 2012, ~~ESRI,~~(i) MTMI Acquisition ~~Sub,~~ ~~EGI Acquisition Sub~~Corp., ~~MTMI, EGI and EGLLC entered into~~ a ~~merger~~Delaware ~~agreement,~~corporation ~~which~~formed ~~closed~~ on ~~the~~February ~~same date~~27, 2012 and ~~pursuant~~a towholly-owned ~~which~~subsidiary of ESRI (i) “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, MTMI and EGI became our wholly-owned subsidiaries. In conjunction with and concurrent upon the closing of the Merger, we split off our legacy film making business, Buzz Kill, Inc.

23As the result of the Merger, which was accounted for as a reverse acquisition, 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.

As 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.

The following discussion and analysis provides information which management believes is relevant for an assessment and understanding of the statements of financial ~~condition~~ 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.

~~Stock Split~~19

OnGeneral May 8, 2012, we declared a 2 to 1 forward stock split on our Common Stock outstanding in the form of a dividend, with a record date of May 17, 2012, with a payment date of June 8, 2012. We have reflected the effect of this forward stock split on a retroactive basis on all common stock share amounts disclosed throughout this report.Overview

Elkhorn Goldfields, Inc. and Montana Tunnels Mining, Inc. (referred to together 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, which has completed the permitting process, and, upon obtaining sufficient capital, will continue the process of installing required infrastructure. The Golden Dream Mine has developed the 650 foot underground access ramp to reach the upper levels of the ore body. A second Elkhorn property, the Montana Tunnels Mine, has completed permitting except for posting a required reclamation bond. In addition, Elkhorn has several mineralized targets which are in the exploration stage. 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.

Expansion of Minerals Product Receivables Purchase Agreement

On August 2017, 2012, the Company entered into a letter of intent with aBlack ~~related~~Diamond ~~party~~Financial ~~referenced~~Group, ~~above.~~LLC (“Black Diamond”). 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~~Black ~~related~~Diamond ~~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~~proceeds bereceived to date have been recognized as a refundable customer ~~deposit~~deposits 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.

OnBlack ~~September~~Diamond ~~28,~~did ~~2012,~~not complete the ~~Company~~financing detailed ~~expanded~~in ~~its~~the ~~current~~letter ~~MPRPA by~~of anintent ~~additional~~described ~~$660,000~~above. The ~~$660,000~~Company ~~payment~~subsequently ~~has~~modified ~~been~~the ~~recognized~~MPRPA asto aan ~~refundable~~Amended ~~customer~~and ~~deposit~~Restated ~~until~~MPRPA based on the ~~gold~~terms isstated ~~sold~~in the letter of intent. ~~Pursuant to~~The Amended and Restated MPRPA will allow the ~~agreement~~Company to realize up to $15,391,200 in additional proceeds from the forward sale 46,640 ounces of gold, ~~payable~~which ~~under~~proceeds ~~the~~received ~~existing~~to ~~MPRPA~~date ~~will~~have bebeen ~~increased~~recognized byas ~~2,000~~refundable customer ~~ounces~~deposits until the gold is sold. The MPRPA, ~~from~~as 33amended and restated,~~360~~ ~~ounces~~will to allow for a total of 3580,~~360~~000 ounces. ~~The~~of gold ~~payable~~to be ~~rate~~sold ~~under~~and 50% of the ~~MPRPA~~production from the Golden Dream Mine will be ~~reduced~~allocated ~~from~~toward ~~80%~~the toMPRPA ~~50%~~at ~~with~~ a production cost paid to the Company ~~company~~ of $500 per ounce ~~upon~~on delivery. The ~~percent~~tail, ofwhich ~~production~~is ~~that~~due ~~the MPRPA holder can purchase~~ after the Golden Dream Mine has produced an initial 250,000 ounces, will ~~has~~be ~~increased from 6.5~~15% ~~to 6.87%~~ at a production cost of $600 per ounce paid to ~~Elkhorn~~ the Company at delivery. The amounts above will be prorated if the Amended and Restated MPRPA is not fully subscribed.

On ~~October~~September 3028, 2012, ~~the~~an ~~Company~~investor ~~further~~subscribed for ~~expanded~~$660,000 ~~its~~of ~~MPRPA by~~gold anoutput ~~additional~~under the Amended and Restated MPRPA. The $~~100~~660,000 payment has been recognized as a refundable customer deposit until the gold is sold. Pursuant to ~~the~~this agreement, the ounces of gold payable under the existing MPRPA, ~~which was last expanded on September 28, 2012,~~ will be increased by an2,000 ~~additional 303~~ ounces, from 3533,360 ounces to a total of 35,~~663~~360 ounces. The ~~percent of~~gold ~~production~~payable ~~that~~rate under the MPRPA ~~holder~~will ~~can~~be ~~purchase~~reduced ~~after the Golden Dream Mine has produced an initial 250,000 ounces has increased~~ from ~~6.87~~80% to ~~6.93~~50% atwith a production cost paid to the company of $~~600~~500 per ounce ~~paid~~upon ~~to Elkhorn at~~ delivery.

ToOn ~~reflect these and previous charges to the MPRPA, on~~ October 1830, 2012, ~~we amended and restated the MPRPA. The Amended and Restated MPRPA will provide for~~ an ~~increase~~investor ~~of ounces of~~subscribed ~~gold~~for ~~payable by 46~~$100,~~640~~000 ~~ounces to a total~~ of ~~80,000 ounces. The~~ gold ~~payable~~output ~~rate~~ under the Amended and Restated MPRPA. Pursuant ~~will be reduced from 80%~~ to ~~50%~~this ~~with~~agreement, athe ~~production~~ounces ~~cost paid to EGI~~ of ~~$500~~gold ~~per~~payable under ~~ounce~~the onexisting ~~delivery. The tail~~MPRPA, which iswas ~~due~~last ~~after EGI’s~~expanded ~~Golden~~on ~~Dream~~September ~~Mine has produced an initial 250~~28,~~000~~ ~~ounces~~2012, will be increased ~~from~~by ~~6.5%~~an ~~to 15% at a production cost of $600 per ounce paid to Elkhorn at delivery. The forward sale of the~~ additional ~~46,640~~303 ounces, offrom ~~gold is projected~~35,360 ounces to ~~give us~~ a ~~cash~~total ~~infusion~~ of ~~$15~~35,~~391,200~~663 ~~with a targeted closing date in the fourth quarter of 2012~~ounces.

~~General Overview~~20

~~Elkhorn~~In ~~Goldfields~~March, ~~Inc. (“EGI”) and Montana Tunnels Mining~~2013, ~~Inc.~~a ~~(“MTMI”)~~related ~~(or~~party ~~combined~~investor subscribed ~~as “Elkhorn”) were formed~~ for ~~the purpose of acquiring~~$920,000 ~~holding, operating, selling, and otherwise dealing in assets~~ of ~~mining operations with~~ gold ~~and~~output ~~other~~under ~~metal reserves~~the Amended and ~~exploration~~Restated ~~potential~~MPRPA. Pursuant ~~Elkhorn’s objective is~~ to ~~operate~~this ~~mines and expand its interests through acquisition and exploration. Elkhorn has one mineral property~~agreement, the ~~Golden~~ounces ~~Dream Mine, that has completed the permitting process, is in the process~~ of ~~installing required infrastructure and has developed the 650 foot underground access ramp to~~gold ~~reach~~payable ~~the~~under ~~upper levels of~~ the ~~ore~~existing ~~body and a second property~~MPRPA, ~~the Montana Tunnels Mine, that has completed the permitting except for posting the required reclamation bond. In addition, Elkhorn has several mineralized targets~~ which ~~are~~was inlast ~~the exploration~~expanded ~~stage.~~on ~~The~~February ~~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~~28, ~~Gold Hill/Mount Heagan~~2013, ~~Carmody, and~~will ~~the~~be ~~expansion~~increased ofby ~~the~~an ~~previously~~additional ~~operated~~2,788 ~~Diamond Hill Mine. All the mines and properties are located in Jefferson County~~ounces, ~~Montana~~from ~~with the exception of the Diamond Hill Mine which is in Broadwater County~~35,663 ~~Montana.~~ounces ~~Elkhorn~~to ~~maintains~~a ~~its~~total ~~principal executive~~of ~~office in Denver~~38,451 ~~Colorado~~ounces.

24In May 2013 (rather than in February as previously reported), we executed a standstill agreement with certain secured lenders of EGLLC. The standstill agreement prevents the lenders from exercising foreclosure rights against us through September 30, 2013. Subsequent to March 31, 2013, in consideration of the standstill agreement, we extended $1,000,000 of the MPRPA to these secured lenders entitling them to 3,030 ounces of gold under the MPRPA.

Results from Operations

Three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 as compared with the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012.

Revenue from the Sale of Gold

Elkhorn had no revenues from the sale of gold from the Golden Dream ~~Mine~~ or the Montana Tunnels ~~Mine~~Mines in ~~2012~~2013 or ~~2011~~2012. In August, 2011, they did realize gross revenue of $573,942 from the sale of 874 tons of stockpile of rock from past mining (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.

Operating Expenses

General and administrative expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 was $1,~~295~~777,~~156~~746 ~~and $4,305,989~~ as compared to $~~262~~431,~~319~~478 ~~and $883,864~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012. In June, 2011, development of the Golden Dream Mine commenced which resulted in the capitalization of payroll and related costs. As development of the Golden Dream Mine ~~has~~was ~~been placed on care and maintenance~~ temporarily halted in the second quarter of 2012 and, since that time, this mine has been placed on a care and maintenance, payroll and related costs ~~are~~have ~~being~~been expensed for the ~~second~~first ~~and~~quarter ~~third~~of 2013 while these costs were capitalized ~~quarters~~for the first quarter of 2012. Furthermore, general and administrative expenses increased in ~~2012~~2013 due to an increase in professional ~~fees~~ ~~related~~fees ~~to the Merger~~ and compensation expense related to the employee stock option plan of $1755,~~213,154,~~631 and stock options related to a corporate advisory agreement of $~~536~~450,~~913 and marketing warrants of $306,568 issued in 2012~~765. ~~This is offset partially by ore processing costs in August 2011 from the sale of stockpiled ore from past mining included in general & administrative costs in 2011.~~

Accretion expense for the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2012~~2013 was $~~351~~559,~~992~~808 ~~and $1,055,973~~ as compared to $~~307~~363,~~843~~240 ~~and $1,069,461~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011. The decrease in~~ 2012 ~~as compared to 2011 is due to a reduction in accretion expense for reclamation of the L-Pit at Montana Tunnels Mine~~. Management re-evaluates annually the timing of the deferred site closure and reclamation costs related to the Montana Tunnels ~~Mining~~ Mine mill and mine sites. ~~They~~Management anticipates ~~anticipate~~ that reclamation of the ~~mine~~Montana Tunnels Mine and mill ~~would~~will be completed in ~~2024~~2026, ~~which~~an isextension ~~extended~~ of several years from previous estimates, and of the EGI Golden Dream Mine, in 2019. ~~This~~The estimate extension is due to management’s pursuing financing to commence development of the Montana Tunnels Mine M-Pit, which would extend the mine life by 9nine years. The total cost of reclamation is consistent with previous estimates,; however, by extending the timeline, ~~has reduced~~ the related accretion expense has been increased. Estimated future costs are discounted to their present value using a 126.4% discount rate for EGI and a 7.5% discount rate for MTMI. During the three months ended March 31, 2013, the Company adjusted the discount rate on EGI from 12% to 6.4%.

25Mine care and maintenance for the three months ended March 31, 2013 was $272,051 as compared to $99,695 for the three months ended March 31, 2012. The increase in mine care and maintenance was due to certain expenses that were capitalized as part of the development of the Golden Dream Mine in 2012 and which are not being capitalized in 2013 due to the Golden Dream Mine development having been put in care and maintenance starting in the second quarter of 2012.

~~Mine~~Depreciation ~~care~~expense ~~and maintenance~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 was $~~285~~1,~~517~~317 ~~and $684,641~~ as compared to $~~196~~1,~~078~~041 ~~and $641,643~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012. ~~The~~Depreciation ~~increase~~is incalculated ~~mine~~on the ~~care~~units of production basis over the remaining proven and ~~maintenance~~probable ~~was~~reserves ~~due~~of tothe ~~certain~~Elkhorn ~~expenses~~mines. ~~that~~Montana ~~were~~Tunnels ~~capitalized~~Mine ceased asmining ~~part~~during 2008 after completion of the ~~development~~L-Pit and completed milling of stockpiled ore during April 2009, following which the mine ~~Golden~~was ~~Dream~~placed on care and maintenance. Accordingly, there was no depreciation expense related to the Montana Tunnels Mine infor the ~~2011~~periods ~~and~~ended ~~not~~March ~~being~~31, ~~capitalized~~2013 inand 2012. ~~due~~Capitalized depreciation expense related to the development of the Golden Dream Mine for ~~development~~the ~~being~~three inmonths ~~care~~ended ofMarch ~~maintenance~~31, ~~starting~~2013 inand ~~the~~2012 ~~second~~was ~~quarter~~zero, ofand ~~2012~~$39,132 respectively.

~~Depreciation,~~Total ~~depletion~~operating ~~and~~expenses ~~amortization expense~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 was $~~0 and $~~2,~~082~~610,922 as compared to $~~88 and $5~~895,~~562~~454 for the three ~~and nine~~ months ended ~~September 30,~~March ~~2011. Depreciation~~31, 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 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 nine~~ months ~~ended~~ ~~September~~ended 30March 31, ~~2012~~2013 was $2,~~917~~969,~~905~~465 ~~and $7,608,495~~ as compared to $21,~~020~~956,~~861~~095 ~~and $6,062,583~~ for the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2011~~2012.

Interest 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.21

~~Amortization~~Interest ofincome ~~debt discount~~ for the three ~~and nine~~ months ended March ~~September 30~~31, ~~2012~~2013 was $~~568,333~~54 ~~and $568,333~~ as compared to $072 ~~and $0~~ for the three ~~and nine~~ months ended ~~September~~ 30March 31, ~~2011~~2012. ~~The~~Interest ~~amortization~~income ofis ~~debt~~earned ~~discount~~from inrestricted cash ~~2012~~held ~~reflects~~directly ~~expensing~~by a surety in the ~~remaining~~form ~~deferred~~of ~~financing~~certificates ~~from~~of ~~push~~deposit related to reclamation obligations. Interest income earned ~~down~~throughout ~~debt~~the year is remitted to the Company in the fourth quarter of each calendar year.

Loss on ore purchase ~~derivative~~derivatives for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2012~~2013 was $1,~~407~~871,~~694~~308 ~~and $1,407,694~~ as compared to $0zero ~~and $13,025,932~~ for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2011~~2012. ~~The~~This loss relates to the MPRPA asembedded ~~the~~derivative ~~Company~~fair ~~recognized~~value ~~the~~based ~~difference~~on in the ~~fair~~price ~~value~~ of gold at the MPRPA agreement date and the contract price of gold in the agreement. ~~The change~~ in ~~fair~~addition ~~value of the embedded derivative for the three and nine 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~~ ~~and~~estimated ~~nine~~production ~~months ended September 30, 2011~~timing. The loss relates to the change in the fair value of the commodity future prices of the MPRPA from the date of closing to September 30, 2012 and September 30, 2011, respectively to reflect the loss in the change in fair value of the derivative instrument.

The change in fair value of the embedded derivative for the three months ended March 31, 2013 was $1,449,313 as compared to ($284,223) for the three months ended March 31, 2012. The gain (loss) relates to the change in projected future gold prices garnered from GCJ2 combined commodity futures of the MPRPA for the quarters ended March 31, 2013 and March 31, 2012, respectively.

Gain on valuation of warrant liability for the three months ended March 31, 2013 was $129,838 as compared to zero for the three months ended March 31, 2012. This gain relates to the recognition of a change in fair value on the warrants issued in 2012 in connection with the private placement.

Going Concern

AsOur ~~reflected~~significant indebt ~~our~~obligations ~~financial~~and ~~statements~~cumulative ~~for the quarter ended September 30, 2012, we have generated significant~~ losses ~~and~~create substantial doubt ~~exists~~ about our ability to continue as a going concern. This means that there is substantial doubt that the weCompany can continue as an on-going business for the next twelve months unless we obtain additional capital to pay for development and operations. We believe that the ~~completion~~either the consummation of a ~~proposed $8.5 million~~ private placement or completed forward sale of gold under the expanded MPRPA will beprovide ~~sufficient~~this toadditional ~~get~~capital. usThis tocapital would put the Company in a ~~point~~position ~~where~~that would enable the Golden Dream Mine ~~will~~to begin extracting and selling ~~mineral~~ ~~and~~minerals. ~~providing~~We ~~sufficient~~believe that revenues so generated from the Golden Dream Mine would generate cash flow sufficient for operations of ~~that~~the ~~mine,~~Golden ~~for~~Dream Mine, care and maintenance of the Montana Tunnels Mine and to ~~cover~~ other general and administrative expenses; ~~however,~~and ~~because~~payment of debt obligations. Since we have not generated revenues since the Montana Tunnels Mine ~~shuttered~~discontinued mining in 2008, however, there is no assurance we will ever reach that point. ~~Also~~Additionally, ~~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 or further expand the MPRPA, to fund our operations on terms agreeable to us. Failure to reach our capital targets could adversely affect our ability to continue in operation.

Liquidity and Capital Resources

Overview

We have funded our operations and mine development primarily through issuances of debt and equity securities. ~~However,~~To to reach full production of the Golden Dream Mine and ~~begin~~to fully develop the “M” pit ~~production~~expansion at the Montana Tunnels Mine, we ~~plan~~would need to raise up to $~~38.5~~125 million in additional capital in ~~2012 and~~ 2013. If we are able to raise the full $125 million, ~~which~~$40 ~~will~~million is scheduled to be deployed induring ~~two~~the ~~stages~~third ~~from~~and ~~Q4,~~fourth quarters ~~2012~~of ~~thru~~2013 ~~Q2,~~with the remaining amount deployed during 2014 and during the first quarter of 2015. Executing Wethis plan, we believe that raising the ~~additional~~full $125 million of capital will allow the Golden Dream Mine to bereach ina ~~full~~productive ~~production~~status induring the first ~~second~~half ~~Quarter~~ of ~~2013~~2014 and for the Montana Tunnels Mine to be at or near commercial production sometime induring the ~~fourth~~first quarter of 2015, ~~2014~~however by raising $13.5 million for the development of the Golden Dream Mine and satisfying bonding requirement, we should be able to achieve full production in 2017 without raising the full $125 million and using cash flow generated from the Golden Dream Mine.

~~During~~The ~~Stage~~full 1$125 ~~(Q4,~~million ~~2012~~funding ~~and~~plan ~~Q1, 2013),~~would weallocate ~~expect to invest~~ $8.5 million of capital to enable the ~~continued~~recommencement of development of the Golden Dream Mine focusing on ~~the continued~~ development of the primary access ramp into the main ore body, toduring ~~complete~~the alatter ~~raise~~months ~~bore~~of ~~tunnel~~2013. Concurrent aswith athe ~~secondary~~Golden ~~egress~~Dream ~~and escape~~development, ~~way~~to ~~and~~the plan call for us to ~~refurbish~~invest ~~the~~$30 ~~Diamond~~million ~~Hill~~in ~~mill~~capital atto ~~MTMI’s~~be ~~site,~~deployed ~~readying~~to itcommence ~~for~~the ~~production~~“M” ~~for~~Pit ~~ores~~expansion ~~from~~at the ~~Golden~~Montana Tunnels ~~Dream~~ Mine.

26During 2014, development of the “M” Pit expansion the plan would have us invest an additional $56 million in capital investment over the full year. An additional $14 million of capital investment will be invested prior to the “M” Pit reaching a productive status sometime during the first quarter of 2015. The Golden Dream Mine is expected to require an additional $3 million and should achieve a productive status sometime during the first half of 2014.

~~During~~These ~~Stage~~projections 2are ~~(beginning~~based on certain assumptions including, but not limited to, our success in Q2raising ~~2013~~the ~~through~~required capital in our planned private placements. There Q2can ~~2014),~~be weno ~~expect~~assurance tothat ~~invest~~we anwill ~~additional~~be ~~$30~~successful ~~million~~in ofour capital toraising ~~move~~efforts. ~~forward~~Failure ~~the~~to ~~Montana~~reach ~~Tunnels~~our ~~Mine~~capital ~~“M”~~targets ~~Pit~~could adversely ~~expansion~~affect ~~plan~~our ability to achieve and or delay our target projections.

As additional equipment and financing becomes available in 2013, we plan to double the size of the MTMI earth moving fleet with the goal of removing four (4) million tons of waste rock per month. Our plan is to complete the Montana Tunnels Mine development and full mill start up by the second or third quarter of 2014.22

~~These~~Cash 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 March 31, 2013, the Company had cash of $119,043, compared to cash of $113,505 at December 31, 2012.

~~At September 30, 2012 we had liabilities~~Discussion of ~~$119,393,796~~changes ~~compared~~in tocash ~~liabilities~~flows offor ~~$103,259,388~~the atthree ~~December~~months ~~31,~~ended ~~2011.~~March ~~Total current liabilities were $72~~31,~~810,157~~ at2013 ~~September 30, 2012~~ as compared to ~~$61,607,537~~the attwelve ~~December~~months ~~31,~~ended ~~2011.~~March ~~The increase in liabilities from December~~ 31, ~~2011 to September 30,~~ 2012 is attributable to an increase in push down debt, interest and the redeemable obligation of EGLLC and its affiliate of $5,647,558, the addition of $1,900,000 in bridge loans, the addition of $432,260 of promissory notes, the increase in reclamation liability of $1,055,973 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 $3,915,534. ~~The remainder of the increase is from an increase in accounts payables and accrued liabilities of $3,197,923.~~

~~The~~Cash ~~refundable~~provided by ~~customer~~operating ~~deposit~~activities was $80, ~~ore~~127 ~~purchase~~for ~~agreement~~the ~~liability~~three ~~under~~months ~~the~~ended ~~MPRPA~~March is31, ~~comprised~~2013 as compared to cash used in operating activities of $10545,~~660~~783 for the three months ended March 31,~~000~~ of2012. ~~up-front~~The ~~consideration~~cash provided by operating activities for the three months ended March 31, a2013 ~~recognized~~was attributable to net loss of $15,~~407~~905,~~694 as~~605, ofnon-cash ~~September~~charges 30of $4,958,542 ~~2012~~and net increases in operating assets and liabilities of $131,~~025~~027,~~932~~190. asThe ofcash ~~December~~used ~~31,~~in ~~2011~~operating ~~reflecting~~activities for the ~~difference~~three ~~between~~months ~~the~~ended ~~fair~~March ~~value~~31, of2012 ~~the~~was ~~commodity future~~attributable ~~prices~~to ofnet ~~the~~loss ~~gold~~of $3,125,315, atnon-cash ~~the~~charges ~~agreement~~of ~~date~~$2,557,041 and ~~the~~net ~~contract~~increases ~~price~~in operating assets and liabilities of ~~gold~~$22,491. The ~~change~~impact of changes in ~~fair~~operating ~~value~~assets ofand ~~the~~liabilities ~~embedded~~may ~~derivative of~~change $8in future periods,~~300,853~~ isdepending aon ~~reflection~~the timing of ~~the~~each ~~change~~period end in ~~the~~relation ~~fair~~to ~~value~~items such ofas ~~the~~internal ~~derivative~~payroll ~~instrument~~and ~~contract~~billing ~~from~~cycles, ~~the~~payments ~~date~~from ofcustomers, ~~closing~~payments to ~~September~~ 30vendors, ~~2012~~and interest payments. ~~The~~Non-cash ~~change~~activity consisted primarily of accretion expense, losses on and changes in fair value of the ~~derivative~~ore ~~instrument~~purchase ~~contract~~derivative, stock ~~from~~based ~~December 31~~compensation, ~~2011~~and tointerest ~~September~~on ~~30,~~the ~~2012 was~~push-down ~~$2,507,840~~debt of EGLLC.

~~Our~~Cash ~~assets~~used ~~serve~~in ~~as collateral for~~investing ~~multiple~~activities ~~loans~~was ~~and~~$3,449 afor ~~redemption obligation of EGLLC and MFPI*. Although we are not a maker or guarantor on~~ the ~~secured~~three ~~loans or~~months ~~redemption~~ended ~~obligation~~March 31, ~~these~~2013 ~~loans~~as ~~and~~compared ~~obligation have been “pushed down”~~ to uscash asused ~~reflected~~ in ~~our~~investing ~~financial statements.~~activities ~~The redemption obligation was extended by MFPI to compensate and induce certain~~ of ~~its lenders who are also the Secured Lenders of EGLLC~~$759,600 ~~obligating MFPI to purchase, at~~ for the ~~Secured~~three ~~Lenders’~~months ~~option,~~ended ~~the~~March $531,~~950,000~~ ~~equity~~2012. ~~investment made~~Cash used in aninvesting ~~investment~~activities ~~fund~~for ~~that~~the isthree anmonths ~~owner~~ended ofMarch ~~EGLLC~~31, ~~and~~2013 ~~is managed by Black Diamond Financial Group LLC (“Black Diamond”). Our mining properties~~ and ~~equipment~~2012 was ~~have~~used ~~been pledged as collateral~~ to ~~the~~develop ~~Secured Lenders under two filed and recorded mortgages. The loans of~~ the ~~EGLLC~~Golden ~~and MFPI~~Dream ~~are~~Mine, ~~accruing~~purchase ~~interest~~mining ~~between~~equipment ~~15%~~ and ~~18%~~fund ~~per~~additional ~~year.~~bonding Atrequirements ~~September~~related ~~30,~~to ~~2012 and December 31, 2011,~~ the ~~outstanding~~Golden ~~principal~~Dream ~~and interest on these loans was $51,990,850 and $46,343,292, respectively~~Mine.

~~EGI~~Cash ~~also~~used ~~owes~~in financing activities was $~~919~~71,~~779~~140 for inthe ~~Series~~three Amonths 8%ended ~~bonds. The~~March ~~bonds~~31, ~~mature~~2013 ~~during~~as ~~July~~compared ~~2012~~to cash provided by financing activities of $1,046,620 ~~with~~for ~~interest~~the ~~accruing~~three atmonths ended 8%March 31, 2012. InCash used in financing activities for the ~~case~~three months ended March 31, 2013 included proceeds from the issuance of ~~default~~debt of $42,800, ~~interest~~payments on ~~the~~debt ~~bonds~~of ~~accrues~~$100,000, atand ~~12%. The~~payments ~~Company~~on ~~recorded~~capital ~~accrued~~lease ~~interest~~obligations of $~~182~~13,~~003~~940. asCash ofprovided ~~September~~by 30financing activities for the three months ended March 31, 2012 ~~and~~included proceeds from the issuance of debt of $~~106~~1,~~358~~800,000, aspayments on debt of ~~December 31~~$450,000, ~~2011.~~payments ~~The~~on ~~loans~~capital ~~are currently~~lease inobligations ~~default~~of $203,380, and ~~due~~distributions onto ~~demand~~shareholders of $100,000.

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.

Cash; Funds Raised

Our consolidated cash and cash equivalents balance at September 30, 2012 was $579,855 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 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.

On 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.

During the third quarter of 2012, EGI entered into a series of promissory notes with related parties raising a total of $267,260. These 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 Event

During October 30, 2012, the Company 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.

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.

The 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~~including ~~of Thomas H. Hanna, Jr.,~~ our ~~then-~~Chief Executive Officer and our Chief Financial Officer, ~~ESRI~~we ~~conducted~~performed an evaluation of the effectiveness of ~~the~~ ~~design~~our ~~and operation of its~~ disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange ~~Act~~ Act, as of ~~March 31, 2012,~~ the end of the period covered by this quarterly report (the “Evaluation Date”). Based on this evaluation, our ~~ESRI’s~~Chief ~~then-chief~~Executive ~~executive~~Officer and ~~chief~~our ~~financial~~Chief ~~officer~~Financial Officer concluded that, as of ~~the~~March ~~Evaluation~~31, ~~Date~~2013, ~~that~~our ~~ESRI’s~~ disclosure controls and procedures were not effective ~~because~~to ofprovide reasonable assurance that material information required to be disclosed by us in the ~~identification~~reports offiled or asubmitted ~~material~~by ~~weakness~~us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in ~~ESRI~~the SEC’s ~~internal~~rules ~~control~~and forms and (ii) accumulated and communicated to the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. Management’s Report on Internal Control over ~~financial~~Financial ~~reporting~~Reporting in ~~which~~our isAnnual ~~identified~~Report ~~below~~on Form 10-K for the year ended December 31, 2012, discloses the material weaknesses of the Company.

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 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:23

1. 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.

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 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 ESRI’s internal control over financial reporting that occurred during the fiscal quarter ended ~~September~~March 3031, ~~2012~~2013 that have materially affected, or or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

As ~~initially~~of ~~disclosed~~March ~~in our Current Report on Form 8-K filed with the SEC on April 12~~31, ~~2012~~2013, onESRI ~~May 24, 2010, the Environmental Protection Agency (the “EPA”) issued an “Action Memorandum” which documented the determination that soil removal~~ was ~~necessary~~not toa ~~mitigate threats~~party ~~posed by elevated levels of lead and arsenic in the soil located on property in close proximity~~ to ~~MTMI’s~~nor ~~mine. The work of clean-up conducted by the EPA of the site commenced in June 2010 and~~ was ~~completed~~it byaware ~~August~~ of ~~the~~any ~~same year. On August 26~~existing, ~~2010,~~ ~~MTMI~~pending ~~and~~or ~~the~~threatened ~~EPA~~lawsuits ~~entered~~or ~~into~~other anlegal ~~“Access~~actions ~~and~~involving 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. MTMI received this agreement in writing, signed it ~~on November 7, 2012 and returned it to the EPA~~.

As of September 30, 2012, other than the matter discussed above, we were not a party to nor were we aware of any existing, pending or threatened lawsuits or other legal 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~~Annual Report on Form 8 10-K filed with the SEC on April 1216, ~~2012 as amended~~2013.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~On September 6, 2012, we issued a promissory note in the principal amount of $150,000 to Black Diamond~~None. This note is unsecured, has an annual interest rate of 6.0% on the outstanding, unpaid principal and matured on September 30, 2012. On October 18, 2012, the maturity date of this note was extended to May 31, 2013. This promissory note was issued under Section 4(2) of the Securities Act.

From July 6, 2012 through September 14, 2012, EGI issued a series of six unsecured promissory notes for an aggregate of $267,260 in loans. These notes bear an annual interest rate of 6.0% and mature, with extensions, on May 31, 2013. Three of these notes in the aggregate principal amount of $95,000 were issued to Patrick Imeson, our President and Chief Executive Officer, two of the notes in the aggregate principal amount of $105,060 were issued to BDH and one note in the principal amount of $67,060 was issued to Michael Feinberg, one of our directors. All of these promissory notes were issued under Section 4(2) of the Securities Act.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURE

~~Not~~Pursuant ~~applicable~~to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act, issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, related assessments and legal actions, and mining-related fatalities. During the fiscal quarter ended March 31, 2013, the Company reported no lost time accidents.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS.

The following exhibits are included as part of this report:

Exhibit No.		Description
4.1		6% Promissory note of the Registrant issued to Black Diamond Holdings, LLC dated September 6, 2012*
31.1	*	Certification of Principal Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
4.2		Extension dated October 18, 2012 to 6% Promissory note of the Registrant issued to Black Diamond Holdings, LLC dated September 6, 2012*
31.2	*	Certification of Principal Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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
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*
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**
101 INS		XBRL Instance Document***
101 SCH		XBRL Schema Document***
101 CAL		XBRL Calculation Linkbase Document***
101 LAB		XBRL Labels Linkbase Document***
101 PRE		XBRL Presentation Linkbase Document***
101 DEF		XBRL Definition Linkbase Document***

32.1	*	Certifications 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	*	Certifications 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.SCH	*	XBRL Schema Document***
101.CAL	*	XBRL Calculation Linkbase Document***
101.DEF	*	XBRL Definition Linkbase Document***
101.LAB	*	XBRL Label Linkbase Document***
101.PRE	*	XBRL Presentation Linkbase Document***

* 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.

*** ~~The~~This XBRL ~~related~~exhibit ~~information~~is inbeing ~~Exhibit~~furnished and ~~101~~ shall not be deemed “filed” with the SEC for purposes of Section 18 of the ~~Securities~~ Exchange Act ~~of 1934~~, ~~as amended,~~ or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing orunder ~~other document pursuant to~~ the Securities Act or ofthe ~~1933,~~Exchange ~~as amended~~Act, except asto ~~shall~~the beextent ~~expressly~~that ~~set~~the ~~forth~~Registrant byspecifically ~~specific~~incorporates ~~reference~~it inby ~~such filing or document~~reference.

3025

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.

November 21, 2012
May 15, 2013
	EASTERN RESOURCES, INC.
	By:	/s/Patrick W. M. Imeson
	Patrick W. M Imeson, Principal Executive Officer
	Patrick W. M Imeson, Principal Executive
	Officer

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

3126

Filing Compare · Eastern Resources, Inc.