UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x ☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~FEBRUARY~~AUGUST 2931, 2016

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

Commission File Number: 000-54482

CN RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

255 Duncan Mill Road, Suite 203

Toronto, Ontario

Canada M3B 3H9

(Address of principal executive offices, including zip code)

(416) 510-2991

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 last 90 days. YES x ☒ NO o ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every ~~Interactive~~ Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 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 ☐ o NO x☒

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

Large Accelerated Filer o☐ Accelerated Filer o☐ Non-accelerated Filer o☐ Smaller Reporting Company x☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES o ☐ NO x☒

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 56,100,000 as of ~~April 14~~October 18, 2016

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements	1
	Consolidated Balance Sheets (unaudited)	1
	Consolidated Statements of Operations and Comprehensive Loss (unaudited)	2
	Consolidated Statements of Cash Flows (unaudited)	3
	Notes to the Consolidated Financial Statements (unaudited)	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6
Item 4.	Controls and Procedures	6
PART II
Item 1.	Legal Proceedings	76
Item 1A.	Risk Factors	76
Item 2.	Changes in Securities and Use of Proceeds	76
Item 6.	Exhibits	76
Signatures		87

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CN RESOURCES INC.

Consolidated Balance Sheets

(Unaudited)

	February 29, 2016			May 31, 2015
	August 31, 2016			May 31, 2016
Assets
Current assets
Cash and cash equivalents	$	4,~~811~~959,~~086~~556		$	~~226~~4,~~786~~980,735
Accounts receivable		22,760			30,229
Accounts receivable - Oil and Gas		19,525			26,351
Note receivable		-			5,343,704
Other current assets		11,510			1,584
Other receivable		1,729			7,301
Total current assets	$	4,990,591		$	5,008,670
Total current assets	$	4,835,575		$	5,608,020
Total assets	$	4,990,591		$	5,008,670
Total assets	$	4,835,575		$	5,608,020
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable	$	~~13,658~~100		$	167,~~536~~448
Due to director		1869,~~996~~401			~~367~~45,~~472~~629
Total current liabilities		3269,~~654~~501			~~384~~53,~~008~~077
Asset retirement obligation		7,~~009~~555			67,~~190~~282
Total liabilities		3977,~~663~~056			~~390~~60,~~198~~359
Stockholders' equity
Common stock,100,000,000 of shares authorized with $0.00001 par value, 56,100,000 issued and outstanding		561			561
Preferred stock,100,000,000 shares authorized with $0.00001 par value, none issued		-			-
Additional paid-in capital		6,514,639			6,514,639
Accumulated Other Comprehensive Loss		(938,532	)		(559,076	)
Accumulated Other Comprehensive loss		(808,137	)		(790,882	)
Accumulated deficit		(780,756	)		(738,302	)
Accumulated deficits		(793,528	)		(776,007	)
Total stockholders' equity		4,~~795~~913,~~912~~535			54,~~217~~948,~~822~~311
Total liabilities and stockholders' equity	$	4,~~835~~990,~~575~~591		$	5,~~608~~008,~~020~~670

The accompanying notes are an integral part of these unaudited interim consolidated financial statements.

CN RESOURCES INC.

Consolidated Statements of Operations & and Comprehensive Loss

(Unaudited)

	For the Three Months Ended						~~For the Nine Months Ended~~
	February 29			February 28			February 29			February 28
	August 31			August 31
	2016			2015			~~2016~~			~~2015~~
Revenue
Revenue (net of royalty)	$	9,821		$	11,837		$	53,774		$	151,693
Oil production (net of royalty)	$	11,708		$	24,054
Operating expenses
Bank service charge and bad debt		102			79			205			176
Accretion expenses	$	273			273
Production and operating expenses		5,820			19,510			17,148			32,383
Bank service charge	$	79			54
Depreciation and depletion		-			19,754			-			63,334
Production cost	$	12,686			3,641
Management fee		6,000			6,000			18,000			18,000
General and administrative expenses	$	9,000			9,000
Professional fees		8,250			39,396			25,760			59,456
Management fee	$	6,000			6,000
Regulatory filing		2,031			3,200			11,160			16,447
Professional fees	$	-			7,000
General and administrative expenses		9,000			8,845			27,546			31,608
Regulatory filing	$	10,100			8,050
Total operating expenses	$	3138,~~203~~138			9634,~~784~~018			~~99,819~~			~~221,404~~
Operating loss		(21,382	)		(84,947	)		(46,045	)		(69,711	)
Interest income	$	8,909			969
Interest income		30			44,057		$	3,591			44,058
Net loss for the period	$	(17,521	)	$	(8,995	)
Net loss for the period		(21,351	)		(40,890	)	$	(42,454	)		(25,653	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Loss per common share - basic and diluted	$	(0.00	)		(0.00	)	$	(0.00	)		(0.00	)
Comprehensive income:
Comprehensive income:
Net income (loss)	$	(17,521	)	$	(8,995	)
Net loss		(21,351	)		(40,890	)		(42,454	)		(25,653	)
Foreign currency translation adjustment	$	(17,255	)		(277,289	)
Foreign currency translation adjustment		(73,360	)		(449,752	)		(379,456	)		(449,752	)
Total comprehensive income (loss)	$	(34,776	)		(286,284	)
Total comprehensive loss	$	(94,711	)	$	(490,642	)		(421,910	)	$	(475,405	)
Weighted average common shares outstanding - basic and diluted	$	56,100,000			56,100,000
Weighted average common shares outstanding - basic and diluted		56,100,000			56,100,000			56,100,000			56,100,000

The ~~accompanying~~ accompanying notes are an integral part of these unaudited interim consolidated financial statements.

CN RESOURCES INC.

Consolidated Statements of Cash Flows

(Unaudited)

	For the nine months			For the nine months
	For the three Months			For the three Months
	ended			ended
	February 29, 2016			February 28, 2015
	August 31, 2016			August 31, 2015
Cash Flows From Operating Activities
Net Income (loss) for the period	$	(42,454	)	$	(475,410	)
Net loss for the period	$	(17,521	)	$	(8,995	)
Adjustments to reconcile net loss to net cash in operating activities
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and depletion		-			63,334
Depreciation, depletion and accretion		273			-
		819
Changes in operating assets and liabilities
Accounts receivable		76,~~469~~826			38(11,~~430~~409	)
Accounts payable		(2,878	)		(32,443	)
Other current assets		(9,926	)		933
Other receivable		5,572			(75,441	)
Accounts payable		(7,348	)		4,812
Net cash used in operating activities		(3127,~~472~~696	)		(~~481~~14,~~530~~659	)
Cash Flows used in Investing Activities
Cash Flows from Investing Activities
Oil and Gas properties		-			(39,516	)
Notes receivable		-			3,979,349
Note receivable		4,718,126			(5,741,043	)
Net cash provided by investing activities		-			3,979,349
Net cash used in financing activities		4,718,126			(5,780,559	)
Cash Flows from Financing Activities
Due to Director		27,773			60,133
Proceeds from Director advances		23,772			9,388
Payment to Director for advances		-			(24,564	)
Net cash provided by financing activities		23,772			9,388
Net cash provided by financing activities		27,773			35,569
Effective of foreign currency rates		(17,255	)		(277,289	)
Foreign currency adjustment		(130,127	)		449,752
Net increase (decrease) in cash and cash equivalents		(21,179	)		3,974,078
Net increase (decrease) in cash and cash equivalents		4,584,300			(5,776,768	)
Cash and cash equivalents, beginning of the period		4,980,735			226,786
Cash and cash equivalents, beginning of the period		226,786			6,052,324
Cash and cash equivalents, end of the period		4,959,556			3,923,575
Cash and cash equivalents, end of the period		4,811,086			275,556
Supplemental cash disclosure
Supplemental cash flow information
cash paid for interest payment	$	-		$	-
cash paid for interest	$	-		$	-
cash paid for tax	$	-		$	-
cash paid for income tax	$	-		$	-
Non-cash transaction, proceeds from Note Receivable paid director loan	$	376,249		$	-

The ~~accompanying~~ accompanying notes are an integral part of these unaudited interim consolidated financial statements.

CN RESOURCES INC.

Notes to the Consolidated Financial Statements

(Unaudited)

~~February 29~~August 31, 2016

1. BUSINESS OPERATIONS

CN Resources Inc. is an independent energy company engaged in the exploration, development, production, and sale of crude oil. Our operations are conducted through a 100% wholly owned Ontario Corporation (also named CN Resources Inc.) which owns a producing joint venture oil well in the Redwater area in Alberta, Canada.

2. BASIS OF PRESENTATION

~~The accompanying unaudited interim consolidated financial statements~~Recent ofAccounting the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.Pronouncements

~~Notes to the financial statements which would substantially duplicate~~There ~~the~~are ~~disclosures~~no ~~contained~~new inaccounting ~~the~~pronouncements ~~audited~~issued ~~financial~~or ~~statements~~effective ~~for~~that ~~the~~had, ~~most~~or ~~recent~~are ~~fiscal~~expected ~~period~~to have, asa ~~reported~~material inimpact on the ~~Form 10-K,~~Company’s ~~have~~financial ~~been omitted~~statements.

~~Going~~The accompanying ~~Concern~~unaudited interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

~~The~~Notes to the financial statements ~~have~~which ~~been~~would ~~prepared~~substantially onduplicate ~~a going concern basis which assumes~~ the ~~Company~~disclosures ~~will~~contained ~~be able to realize its assets and discharge its liabilities~~ in the ~~normal~~audited ~~course~~financial ~~of business for~~statements ~~the foreseeable future. The Company has incurred a loss of $42,454~~ for the ~~nine~~most ~~months~~recent ~~ended~~fiscal ~~February 29~~period, ~~2016 and has an accumulated deficit of $780,756 since inception; further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue~~ as areported ~~going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations~~ in the ~~future~~Form ~~and/or~~10-K, tohave ~~obtain~~been ~~the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due~~omitted. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from director and or private placements of common stock. The consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. DUE ~~NOTES~~TO ~~RECEIVABLE~~DIRECTORS

OnA director ~~November~~loans ~~13, 2014,~~ the Company ~~provided~~money afrom ~~loan~~time ~~in the amount of $1,412,000 (CAD $1,600,000)~~ to antime ~~arm’s~~on ~~length party with~~ an interest-free ofdue-on-demand 7%basis ~~per~~and, ~~annum.~~as Onof ~~January~~August 1231, ~~2015~~2016 ~~and~~total ~~January~~amount ~~21,~~advanced ~~2015,~~was ~~the Company provided a further~~ $469,~~329,730~~ 401(~~CAD~~May $531,~~100,000)~~ to2016 ~~the~~- ~~same third party with an interest of 7% per annum~~$45,629). ~~These~~ ~~loans~~The ~~are~~Company ~~unsecured~~pays ~~and~~a ~~due~~monthly onmanagement ~~demand.~~fee As of ~~November 30~~$2,000 ~~2015,~~to wethe ~~have~~Director ~~received~~since ~~complete payment for~~ the ~~Note receivable,~~inception ~~and~~of ~~no amount is outstanding. In~~ the ~~note receivable, $376,249 was used to pay off the outstanding director loan~~Corporation.

4.The Company ~~DUE~~is TOcurrently ~~DIRECTORS~~using the office space from its President and CEO and on rent free basis, the President is also provided telephone and administrative services for the Company on free basis, however, there is no agreement or guarantee that the President will provide the free services for any specific period of time.

A director loans the Company money from time to time on an interest-free due-on-demand basis and, as of February 29, 2016 total amount advanced was $18,996. The Company pays a monthly management fee of $2,000 to the Director since the inception of the Corporation,4

~~The Company is currently using the office space~~ITEM from its President and CEO and on rent free basis, the President is also provided telephone and administrative services for the Company on free basis, however, there is no agreement or guarantee that the President will provide the free services for any specific period of time2. MANAGEMENT’S ~~The~~DISCUSSION ~~president~~AND ~~has~~ANALYSIS ~~advanced~~OF ~~large~~FINANCIAL ~~sum~~CONDITION ofAND ~~money~~RESULTS inOF ~~the past fiscal year and the President agreed to be paid by the Note receivable from 3rd party as a result the $376,249 was paid through the Note Receivable as previously disclosed~~OPERATION.

4This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~ITEM~~The following 2discussion and analysis presents management's perspective of our business, financial condition, and overall performance. This ~~MANAGEMENT’S~~information ~~DISCUSSION~~is ~~AND~~intended ~~ANALYSIS~~to OFprovide ~~FINANCIAL~~investors ~~CONDITION~~with ~~AND~~an ~~RESULTS~~understanding OFof ~~OPERATION~~our past performance, current financial condition, and outlook for the future, and should be read in conjunction with our Audited Annual Financial Statements Form 10-K.

~~This section of~~OVERVIEW ~~this~~OF ~~annual~~THE report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.COMPANY

~~The~~CN Resources ~~following~~Inc. ~~discussion~~is ~~and~~an ~~analysis presents~~independent ~~management's~~energy ~~perspective~~company ofengaged ~~our~~in ~~business~~the exploration, ~~financial~~development, ~~condition~~production, and ~~overall~~sale ~~performance.~~of ~~This~~crude ~~information~~oil. ~~is intended to~~Our ~~provide~~operations ~~investors~~are ~~with~~conducted anthrough ~~understanding~~a of100% ~~our~~wholly ~~past~~owned ~~performance,~~Ontario ~~current~~Corporation ~~financial~~(also ~~condition,~~named ~~and~~CN ~~outlook~~Resources ~~for~~Inc.) ~~the~~which ~~future,~~owns ~~and~~a ~~should~~producing bejoint ~~read~~venture inoil ~~conjunction~~well ~~with~~in ~~our~~the ~~Audited~~Redwater ~~Annual~~area ~~Financial~~in ~~Statements~~Alberta, ~~Form 10-K~~Canada.

~~OVERVIEW~~During the OFQuarter ~~THE~~ended ~~COMPANY~~August 31, 2016, Crude oil price is still depressed at an historical low level with WTI of $40 to $50 per barrel, the Board of Directors has decided to take a cautious approach to further investments in this sector until a clear visibility can be obtained before venturing into any capital commitment.

~~CN Resources Inc. is an independent energy~~The ~~company~~Company’s ~~engaged~~immediate incore ~~the~~strategy ~~exploration,~~is ~~development,~~to ~~production,~~create and ~~sale~~enhance ofshareholder ~~crude~~value ~~oil.~~by ~~Our~~acquiring ~~operations~~sustainable ~~are~~business ~~conducted~~with ~~through a 100%~~stable ~~wholly~~cash ~~owned Ontario Corporation (also named CN Resources Inc~~flow.) ~~which~~The ~~owns~~Company awill ~~producing~~not ~~joint~~acquire ~~venture~~any ~~oil~~business ~~well~~ in ~~the~~early ~~Redwater~~stage ~~area in~~of ~~Alberta, Canada~~development.

~~The Company’s immediate core strategy~~Results isof to create and enhance shareholder value by acquiring proved developed and producing light oil assets, optimize the producing assets to increase production and fully develop the assets potential for reserves. Management believes that this is the best approach to create shareholder value based on risk and rewards analysis.Operations

~~During the Quarter ended February 29,~~The ~~2016,~~following ~~Crude~~is ~~oil~~a ~~price~~discussion isof ~~still~~our ~~depressed~~results atof anoperations, ~~historical~~financial ~~low~~condition ~~level~~and ~~with~~capital ~~WTI~~resources. ofYou ~~$30~~should ~~per~~read ~~barrel,~~this ~~the~~discussion in ~~Board~~conjunction ofwith ~~Directors~~our ~~has~~Financial ~~decided to~~Statements ~~take~~and athe ~~cautious~~Notes ~~approach~~thereto tocontained ~~further~~elsewhere ~~investments~~ in this ~~sector~~Form ~~until~~10-Q. aComparative ~~clear~~results of ~~visibility~~operations ~~can~~for bethe ~~obtained~~periods ~~before~~indicated ~~venturing~~are ~~into any~~discussed ~~capital commitment~~below.

~~Results~~The following table sets forth certain of ~~Operations~~our oil operating information for the three months ended August 31, 2016 and August 31, 2015.

The following is a discussion of our results of operations, financial condition and capital resources. You should read this discussion in conjunction with our Financial Statements and the Notes thereto contained elsewhere in this Form 10-Q. Comparative results of operations for the periods indicated are discussed below.

	August 31, 2016		August 31, 2015
Production revenue (net of royalty)	$	11,708	$	24,054
Production cost	$	12,686	$	3,641

The ~~following~~decrease ~~table sets~~in ~~forth~~production ~~certain of~~and ~~our~~revenue ~~oil operating~~is ~~information~~due ~~for~~ to the ~~three~~crude price depression caused production to drop and revenue to decrease because ~~months~~the ~~ended~~incentive ~~February~~to increase production is not present. The increase in production costs are due to some vendor invoices were not 29entered into prior periods because of the third party invoices late. However, ~~2016~~this is not unusual for oil and ~~February~~gas ~~28,~~industry ~~2015~~in Canada and it is beyond the Company’s control.

	February 29, 2016		February 28, 2015
Production revenue (net of royalty)	$	9,821	$	11,837
Production cost	$	5,820	$	19,510

For the period three-month period ended August 31, 2016, the following table indicates major variances compared with previous period. The other expense items on the Consolidated Statements of Operations have no material variances.

The decrease in production and revenue is due to the crude price depression caused production to drop and revenue to decrease because the incentive to increase production is not present.

	August 31, 2016		August 31, 2015
Regulatory fee	$	10,100	$	8,050
Professional fee	$	-	$	7,000

The ~~following~~regulatory ~~table sets~~fee ~~forth~~increase ~~certain of~~is ~~our~~due ~~oil operating~~to ~~information~~small ~~for~~ fee increase in the ~~nine~~fiscal ~~months~~year. ~~ended February~~The 29professional fee was due to timing difference, ~~2016~~the Company ~~and~~received ~~2015~~the fee invoice after August 31, 2016.

	February 29, 2016		February 28, 2015
Production revenue (net of royalty)	$	53,774	$	151,693
Production cost	$	17,148	$	32,383

~~For the period three-month period ended~~Cash ~~February~~Flow ~~29, 2016, the following table indicates major variances compared with previous period. The other expense items on the Consolidated Statements of Operations have no material variances.~~Analysis

	February 29, 2016		February 28, 2015
Depreciation and depletion	$	-	$	19,754
Professional fee	$	8,250	$	39,396

For the three months ended August 31, 2016, we used $27,696 cash in operating activities (August 31, 2015 - $(14,659)), cash generated from investing activities is $nil (August 31, 2015 - $3,979,349) and Cash flow generated from financing activities is $23,772(August 31,2015 - $9,388).

5Liquidity and Capital Resources

~~There~~At August is31, no2016, ~~depreciation~~we have cash and ~~depletion cost~~cash ~~for~~equivalents ~~the~~on ~~period~~hand ~~ended~~of ~~February~~$4,959,556(May 2931, 2016 ~~due~~- to$4,980,735), ~~the~~oil ~~fact~~revenue ~~the~~receivable ~~Company~~of $19,524 ~~has~~(May ~~written~~31, ~~off~~2016 ~~its~~- ~~entire~~$26,351). ~~oil~~We ~~and~~have ~~gas~~accounts ~~assets~~payable inof ~~previous fiscal~~$100(May ~~year due to significant crude oil price decrease~~31, in2016 ~~the~~– ~~opinion of management~~$7,448) ~~such~~and ~~write-off~~we ofhave ~~oil~~no ~~and~~other ~~gas~~material debts ~~asset~~to ~~is prudent~~anyone.

~~Professional fee is significantly lower~~Planned ~~for~~Capital this three month period due to the fact that there was no acquisition or any other activity requires extra legal or other professional services. For the three quarter ended February 28, 2015, the Company conducted business acquisition due diligence and incurred legal fees as a result.Expenditures

~~Cash~~The Company ~~Flow~~is ~~Analysis~~evaluating its various options in its development strategies, have not committed to any specific capital expenditure at this time due to the unsettling global market conditions for crude oil.

~~For the nine months ended February 29,~~Off ~~2016,~~ weBalance ~~used~~Sheet $31,472 cash in operating activities (February 28, 2015 - $(9,870)), cash generated from investing activities is $4,718,126 (February 28, 2015 - $(5,822,212)) and Cash flow generated from financing activities is $27,773 (February 28, 2015 - $(35,569)).Arrangements

~~Liquidity~~We have ~~and~~no ~~Capital~~off-balance ~~Resources~~sheet arrangements.

~~At February 29,~~ITEM ~~2016, we have cash and cash equivalent on hand of $4,811,086 (May 31, 2015 - $226,786), oil revenue receivable of $22,760 (May 31, 2015 - $30,229)~~3. QUANTITATIVE WeAND ~~have~~QUALITATIVE ~~accounts~~DISCLOSURES ~~payable~~ABOUT ofMARKET ~~$13,658 (May 31, 2015 – $16,536) and we have no other material debts to anyone~~RISK.

~~Planned~~We are ~~Capital~~a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under ~~Expenditures~~this item.

~~The Company is evaluating its various~~ITEM ~~options~~4. CONTROLS inAND ~~its development strategies, have not committed to any specific capital expenditure at this time due to the unsettling global market conditions for crude oil~~PROCEDURES.

~~Off Balance~~Under ~~Sheet~~the ~~Arrangements~~supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective due to limited segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address the weaknesses in controls as soon as the Company considers that the financial situation allows the Company to spend the limited resources to mitigate the weaknesses in controls.

WeThere ~~have~~were no material changes in our internal control over financial reporting during the quarter ended August 31, 2016 that have materially ~~off-balance~~affected, ~~sheet~~or ~~arrangements~~are reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 3~~PART II. ~~QUANTITATIVE~~OTHER ~~AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~INFORMATION

~~We are a smaller~~ITEM ~~reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item~~1. LEGAL PROCEEDINGS

~~ITEM~~We are 4.not ~~CONTROLS~~aware ~~AND~~of ~~PROCEDURES~~any pending or threatened litigation against us or our officers and director in their capacity as such.

~~Under the supervision~~ITEM and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report1A. RISK Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective due to limited segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address the weaknesses in controls as soon as the Company considers that the financial situation allows the Company to spend the limited resources to mitigate the weaknesses in controls.FACTORS

~~There~~We are ~~were~~a nosmaller ~~material changes~~reporting incompany ~~our~~as ~~internal~~defined ~~control~~by ~~over~~Rule ~~financial~~12b-2 ~~reporting~~of ~~during~~ the ~~quarter~~Securities ~~ended~~Exchange ~~February~~Act ~~29,~~of ~~2016~~1934 ~~that~~and ~~have materially affected, or~~ are ~~reasonably~~not ~~likely~~required to ~~materially~~provide the ~~affect,~~information ~~our~~under ~~internal~~this ~~control over financial reporting~~item.

6ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

~~PART~~There is ~~II.~~no ~~OTHER~~change ~~INFORMATION~~in securities in the three-month period ended August 31, 2016.

ITEM 1 6. ~~LEGAL PROCEEDINGS~~ EXHIBITS

We are not aware of any pending or threatened litigation against us or our officers and director in their capacity as such.

Exhibit		Description
31.01		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~ITEM 1A. RISK FACTORS~~6

~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~SIGNATURE

~~ITEM~~Pursuant to 2.the ~~CHANGES~~requirements INof ~~SECURITIES~~the ~~AND~~Securities ~~USE~~Exchange OFAct ~~PROCEEDS~~of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

There is no change in securities in the three-month period ended February 29, 2016.

	CN Resources Inc.

Date: October 18, 2016	By:	/s/ Oliver Xing
		Oliver Xing
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and sole member of the Board of Directors

~~ITEM 6. EXHIBITS~~7

Exhibit		Description
31.01		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

SIGNATURE

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

	CN Resources Inc.
Date: April 14, 2016	By:	/s/ Oliver Xing
		Oliver Xing
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and sole member of the Board of Directors

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