UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~May~~August 31, 2013

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

For the transition period from _____________ to ______________

Commission File Number: 000-54268

SONORA RESOURCES CORP.

(Exact Name of Registrant as Specified in its Charter)

Nevada		27-1269503
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)

Cerro del Padre #11, Rinconada de los Pirules,
Guadalupe,
Zacatecas Mexico		98619
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number including area code: 1-877-513-7873

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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes þ No o

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

Large accelerated filer	o	Accelerated filer	o
Non-aNon-Accelerated filer	o	Smaller reporting company	þ

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

Applicable Only to Corporate Issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class		Outstanding as of ~~July~~October 2214, 2013
Common Stock, $.001 par value		92,855,861

SONORA RESOURCES CORP.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION
		Page
Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	22
Item 4.	Controls and Procedures	22
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3132
Item 3.	Defaults Upon Senior Securities	3132
Item 4.	Mine Safety Disclosure	3132
Item 5.	Other Information	3132
Item 6.	Exhibits	3132
Signature Page		3233
Certifications
	Exhibit 31.1
	Exhibit 31.2
	Exhibit 32.1
	Exhibit 32.2

FORWARD-LOOKING STATEMENTS

This Report on Form 10-Q contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Reference is made in particular to the description of our plans and objectives for future operations, assumptions underlying such plans and objectives, and other forward-looking statements included in this report. Such statements may be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “believe,” “estimate,” “anticipate,” “intend,” “continue,” or similar terms, variations of such terms or the negative of such terms. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties, which could cause actual results to differ materially from those described in the forward-looking statements. Such statements address future events and conditions concerning, among others, capital expenditures, earnings, litigation, regulatory matters, liquidity and capital resources, and accounting matters. Actual results in each case could differ materially from those anticipated in such statements by reason of factors such as future economic conditions, changes in consumer demand, legislative, regulatory and competitive developments in markets in which we operate, results of litigation, and other circumstances affecting anticipated revenues and costs, and the risk factors set forth under the heading “Risk factors” herein and in our Amended Annual report on Form 10-K/A for the fiscal year ended November 30, 2012, filed on ~~July~~ 22September 20, 2013.

As used in this Form 10-Q, “we,” “us,” and “our” refer to Sonora Resources Corp. and its wholly-owned subsidiary, Finder Plata S.A. de C.V., a company organized under the laws of Mexico, which are also sometimes collectively referred to as the “Company” or “Sonora Resources” unless otherwise noted.

YOU SHOULD NOT PLACE UNDUE RELIANCE ON THESE FORWARD LOOKING STATEMENTS

The forward-looking statements made in this report on Form 10-Q relate only to events or information as of the date on which the statements are made in this report on Form 10-Q. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this report and the documents that we reference in this report, including documents referenced by incorporation, completely and with the understanding that our actual future results may be materially different from what we expect or hope.

PART 1 – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SONORA RESOURCES CORP AND SUBSIDIARY

AN EXPLORATION STAGE COMPANY

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

~~May~~August 31, 2013 (Unaudited)

Financial Statements-			Page
Consolidated Financial Statements
Consolidated Balance Sheets			5
Consolidated Statements of Operations and Comprehensive Income/Loss			6
Consolidated Statements of Cash Flows			7
Notes to Consolidated Financial Statements			8

SONORA RESOURCES CORP. AND SUBSIDIARY

AN EXPLORATION STAGE COMPANY

CONSOLIDATED BALANCE SHEETS

	May 31, 2013			November 30, 2012
	August 31, 2013			November 30, 2012
ASSETS				(Audited)
CURRENT ASSETS:
Cash and cash equivalents	$	~~151~~90,~~438~~600		$	293,395
Consumption and deferred tax receivable		8682,~~758~~871			82,244
Prepaid expense		157,~~305~~092			17,238
Total current assets		~~253~~180,~~501~~563			392,877
EQUIPMENT, NET		-			-
OTHER ASSETS
Mining interest- Los Amoles		638,000			298,000
Mining interest- Jalisco (First Majestic Silver Corp.)		3,400,000			3,400,000
Mining interest- Ayones and Corazon		~~458~~435,~~120~~954			445,373
TOTAL ASSETS	$	4,~~749~~654,~~621~~517		$	4,536,250
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and accrued liabilities	$	5475,~~220~~638		$	46,175
Demand promissory notes		200,000			-
Total current liabilities		~~254~~275,~~220~~638			46,175
COMMITMENTS AND CONTINGENCIES		-			-
STOCKHOLDERS' EQUITY
Common stock - $0.001 par value, 500,000,000 shares authorized, 92,855,861
and 91,684,882 shares issued and outstanding at 5/31/13 and 11/30/12, respectively		47,306			46,135
and 91,684,882 shares issued and outstanding at 8/31/13 and 11/30/12, respectively		47,306			46,135
Additional paid in capital		6,~~831~~845,~~390~~057			6,641,227
(Deficit) accumulated during the development stage		(2,394,458	)		(2,197,169	)
(Deficit) accumulated during the exploration stage		(2,494,453	)		(2,197,169	)
Unrealized gain (loss)		11(19,~~163~~031	)		(118	)
Total stockholders' equity		4,~~495~~378,~~401~~879			4,490,075
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	4,~~749~~654,~~621~~517		$	4,536,250

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

SONORA RESOURCES CORP. AND SUBSIDIARY

AN EXPLORATION STAGE COMPANY

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (/LOSS)

	Three Months Ended,						~~Six~~Nine Months Ended,						December 3, 2007 (Inception)
	May 31, 2013			May 31, 2012			May 31, 2013			May 31, 2012			to May 31, 2013
	August 31, 2013			August 31, 2012			August 31, 2013			August 31, 2012			to August 31, 2 013
													(Unaudited)
REVENUE	$	-		$	-		$	-		$	-		$	11,254
COST OF SALES		-			-			-			-			8,186
GROSS PROFIT		-			-			-			-			3,068
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		8399,~~160~~096			8982,~~037~~535			~~179~~278,~~737~~833			~~243~~292,~~742~~691			1,~~124~~224,~~916~~012
EXPLORATION EXPENSE		~~10,766~~777			~~433~~19,~~571~~999			1516,~~562~~339			~~450~~504,~~744~~329			~~719~~720,~~949~~726
(LOSS) BEFORE OTHER EXPENSE		(9399,~~926~~873	)		(~~522~~102,~~608~~534	)		(~~195~~295,~~299~~172	)		(~~694~~797,~~486~~020	)		(1,~~841~~941,~~797~~670	)
OTHER INCOME (EXPENSE):
Interest expense		(~~1,935~~122	)		(~~14,762~~840	)		(12,~~990~~112	)		(~~136~~137,~~600~~440	)		(~~553~~554,~~930~~052	)
Foreign exchange gain (loss)		-			-			-			-			1,269
Total other expense		(~~1,935~~122	)		(~~14,762~~840	)		(12,~~990~~112	)		(~~136~~137,~~600~~440	)		(552,~~661~~783	)
NET LOSS BEFORE INCOME TAX		(9599,~~861~~995	)		(~~537~~103,~~370~~374	)		(~~197~~297,~~289~~284	)		(~~831~~934,~~086~~460	)		(2,~~394~~494,~~458~~453	)
INCOME TAX		-			-			-			-			-
NET LOSS		(9599,~~861~~995	)		(~~537~~103,~~370~~374	)		(~~197~~297,~~289~~284	)		(~~831~~934,~~086~~460	)		(2,~~394~~494,~~458~~453	)
GAIN (LOSS )ON CURRENCY TRANSLATION		-			-			-			-			-
COMPREHENSIVE LOSS	$	(9599,~~861~~995	)	$	(~~537~~103,~~370~~374	)	$	(~~197~~297,~~289~~284	)	$	(~~831~~934,~~086~~460	)	$	(2,~~394~~494,~~458~~453	)
Basic and diluted loss per common share attributable to Sonora Resources Corp. common shareholders-
Basic and diluted loss per share	$	(0.00	)	$	(0.0100	)	$	(0.00	)	$	(0.01	)	$
Weighted average shares of common stock outstanding- basic and diluted		92,~~703~~855,~~687~~861			9591,~~189~~484,~~498~~882			92,~~253~~455,~~431~~707			9594,~~939~~449,~~546~~259

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

SONORA RESOURCES CORP. AND SUBSIDIARY

AN EXPLORATION STAGE COMPANY

CONSOLIDATED STATEMENTS OF CASH FLOWS

							December 3, 2007
	Six Months Ended,						(Inception) to
	Nine Months Ended,						(Inception) to
	May 31, 2013			May 31, 2012			May 31, 2013
	August 31, 2013			August 31, 2012			August 31, 2013
							(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss)	$	(~~197~~297,~~289~~284	)	$	(~~831~~934,~~086~~460	)	$	(2,~~394~~494,~~458~~453	)
Adjustments to reconcile net loss to net cash
(used in) operating activities
Stock based compensation expense		2741,~~334~~001			17,173			~~129~~143,~~833~~500
Accrued interest on convertible note		-			152,340			566,586
Issuance of common stock for services and exploration expenses		24,000			422,533			446,533
Consulting and management fees forgiven		-			-			4,500
Changes in operating assets and liabilities:								-
Accounts receivable		-			-			1,510
Consumption and deferred tax receivable		(~~4,514~~627	)		(2039,~~126~~250	)		(9086,~~060~~173	)
Prepaid expenses		110,~~933~~146			715,~~296~~035			(124,~~481~~268	)
Accounts payable - trade and accrued expenses		829,~~045~~463			(2613,~~097~~454	)		1739,~~751~~169
CASH (USED IN) OPERATING ACTIVITIES		(~~140~~193,~~491~~301	)		(~~277~~380,~~967~~083	)		(1,~~330~~383,~~286~~096	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Mineral interest		(~~212~~190,~~747~~581	)		(95207,~~760~~050	)		(~~666~~644,~~448~~282	)
NET CASH (USED IN) INVESTING ACTIVITIES:		(~~212~~190,~~747~~581	)		(95207,~~760~~050	)		(~~666~~644,~~448~~282	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock		-			740,000			1,026,500
Convertible demand promissory notes		-			205,000			605,000
Demand promissory notes		200,000			-			500,000
Loan from shareholders		-			-			9,800
NET CASH PROVIDED BY FINANCING ACTIVITIES		200,000			945,000			2,141,300
EFFECT OF FOREIGN CHANGE RATE ON CASH		11(18,~~281~~913	)		935,~~390~~122			6(23,~~872~~322	)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(~~141~~202,~~957~~795	)		~~580~~392,~~663~~989			~~151~~90,~~438~~600
CASH AND CASH EQUIVALENTS, beginning of period		293,395			62,095			-
CASH AND CASH EQUIVALENTS, end of period	$	~~151~~90,~~438~~600		$	~~642~~455,~~758~~084		$	~~151~~90,~~438~~600
Supplemental disclosures of cash flow information:
Interest paid	$	-		$	-		$	1,665
Taxes paid	$	-		$	-		$	-
Non-cash investing and financing activities:
Common stock issued to First Majestic Silver Corp. related to mining option agreement	$	-		$	-		$	3,400,000
Common stock issued to First Majestic Silver Corp related to mining option agreement	$	-		$	-		$	3,400,000
Common stock issued to Yale Resources Ltd related to acquisition of Los Amoles property	$	140,000		$	-		$	372,000
Common stock issued for the conversion of demand promissory notes	$	-		$	605,000		$	905,000

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

SONORA RESOURCES CORP. AND SUBSIDIARY

AN EXPLORATION STAGE COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~May~~August 31, 2013

1. Nature of Operations and Going Concern

Sonora Resources Corp. (the "Company" or "Sonora Resources") was incorporated under the laws of the State of Nevada on December 3, 2007. The Company is a mining exploration company focused on the acquisition and development of prospective silver and gold opportunities in Mexico.

OnThe ~~March~~worldwide ~~15,~~silver ~~2013,~~market ~~the~~has ~~Company~~experienced ~~closed the Asset Purchase Agreement (“Purchase Agreement”) with Yale Resources Ltd. (“Yale”),~~ a ~~company~~strong ~~incorporated~~decline ~~under the laws of the Province of British Columbia, to purchase all of the right, title and interest~~ in ~~and to~~ the ~~Los~~prices ~~Amoles~~during ~~2 and Los Amoles 3 Fracc~~2013.1 ~~properties,~~As ~~consisting~~a ~~of 2~~result,~~166~~ ~~hectares located in~~ the ~~State~~Company ofmade ~~Sonora Mexico (~~the ~~“Property”).~~decision ~~Yale~~in ~~agreed~~September to2013 ~~use all commercially reasonable efforts~~ to ~~acquire~~focus ~~title~~on to the Los Amoles 4 property which is approximately an additional 2,200 hectares adjoining the Los Amoles 3 property. The Company purchased the Property from Yale by issuing 1,000,000 of restricted SURE common shares and ~~paying~~Jalisco ~~US$200,000~~properties in ~~cash~~2014.

~~The~~On March 15, 2013, the Company ~~acquired~~closed athe ~~100%~~Asset Purchase Agreement with Yale Resources Ltd to purchase all of the rights, title and interest in and to the ~~Property~~Los ~~from~~Amoles ~~Yale~~2 and ~~canceled~~Los ~~the~~Amoles ~~Option~~3 ~~Agreement~~Fracc.1 ~~dated~~properties, ~~November~~consisting 26of 2,166 ~~2010. Pursuant~~hectares tolocated in the ~~Option~~State ~~Agreement,~~of Sonora ~~would~~Mexico ~~have~~(the ~~been~~“Los ~~required~~Amoles toProperty”). ~~incur~~Yale ~~the~~will ~~remaining~~use ~~exploration~~all ~~expenditures~~commercially ~~and~~reasonable efforts to ~~issue~~acquire title to the ~~remaining~~Los ~~200,000~~Amoles ~~common~~4 ~~shares~~property towhich ~~acquire~~is aapproximately ~~70%~~an ~~undivided~~additional ~~beneficial~~2,200 ~~and~~hectares ~~legal~~adjoining ~~interest~~the inLos Amoles 3 property. The Company purchased the Los Amoles Property from Yale by issuing 1,000,000 of restricted SURE common shares and paying $200,000 in cash. The Company has commenced an underground work program at the Los Amoles ~~property~~Property and completed a geologic report to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014.

The Company also has mining option agreements inwith (i) the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco. As of September 20, 2013, the Company has not spent any funds on the properties. The Company is required to spend $3,000,000 by April 15, 2014 to earn 50% interest in the Jalisco Property and an additional $2,000,000 to earn an additional 20% interest by April 15, 2016 on exploration expenses. An additional 20% interest in and to the Property can be earned by completing a bankable feasibility study no later than the seventh anniversary of the Agreement; and (ii) the Ayones Group of Properties consisting of numerous mining claims totaling 48 hectares in Jalisco. ~~The~~As previously reported, the Company did not pay the $175,000 due February 10, 2013 and has not paid the August 10, 2013 payment of $175,000 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. Further, the Company has not spent the $500,000 in exploration expenditures called for under the Agreement. The Company ~~expects~~intends to renegotiate the 2011 Mining Option Agreement with IMMSA Grupo México; however, the results of such negotiations and an outcome in the Company’s favor cannot be assured.

Also, the Company has five mining concessions on 721 hectares surrounding the Ayones Group of Properties, called the Corazon Property. WeThe ~~have~~Company did not pay the $55,000 due September 5, 2013 to the eight Mexican citizens. The Company intends to renegotiate the 2011 Mining Option Agreement with the eight Mexican citizens; however, the results of such negotiations and an outcome in the Company’s favor cannot be assured. The Company has a letter of intent with the Liz Property located in Ayutla, Jalisco State, Mexico. Sonora Resources is based in Guadalupe, Zacatecas, Mexico. WeThe ~~have~~Liz ~~concluded~~Agreement ~~phase~~shall ~~one~~be ~~field~~exercised or finished on or before December 15, 2013. As of September 20, 2013, the Company has commenced sampling work atprogram using external geologists and surveyors to define the ~~Corazon~~potential silver and gold tailings. The Company spent $12,000 in 2012 and does not expect to spend any funds in 2013 to produce silver and gold at this property.

The Company’s principal executive office is ~~currently~~located inat ~~the~~Cerro ~~development~~del ~~stage~~Padre as# ~~defined~~11 inRinconada ~~ASC~~de ~~915~~los ~~"Accounting~~Pirules, ~~and~~Guadalupe, ~~Reporting~~Zacatecas ~~for~~Mexico, ~~Development~~98619. ~~Stage~~The ~~Enterprises"~~Company’s US mailing address is PO Box 12616, Seattle, WA 98111 and ~~has~~our ~~minimal~~telephone ~~operations~~number is 1-877-513-7873.

The Company ~~has~~is ~~incurred~~currently ain ~~cumulative net loss since inception on December 3, 2007 to May 31, 2013 of $2,394,458 and has no source of operating revenue. While~~ the ~~Company’s~~exploration ~~management~~stage ~~believes~~as ~~that~~defined ~~the Company will be successful~~ in ~~its~~ASC ~~planned~~915 ~~operating~~"Accounting ~~activities under our business plan~~ and ~~capital~~Reporting ~~raising~~for ~~activities,~~Development ~~there~~Stage ~~can~~Enterprises" ~~be no assurance that it will be successful in the mining development~~ and ~~exploration~~has ~~business~~minimal ~~or the raising of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its~~ operations. These and other factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

The Company has incurred a cumulative net loss since inception on December 3, 2007 to August 31, 2013 of $2,494,453 and has no source of operating revenue. While the Company’s management believes that the Company will be successful in its planned operating activities under our business plan and capital raising activities, there can be no assurance that it will be successful in the mining development and exploration business or the raising of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations. These and other factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

On July 12, 2011, the Company established a 100% owned subsidiary, Finder Plata S.A. de C.V. ("Finder Plata") for the development of its exploration business in Mexico.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited financial statements of Sonora Resources Corp. have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods ended May 31, 2013 and 2012 are unaudited and include all adjustments necessary to a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company's operations for any interim period are not necessarily indicative of the results of the Company's operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company's Amended Annual Report on Form 10-K for the fiscal year ended November 30, 2012 as filed with the Securities and Exchange Commission (the "SEC") on July 22, 2013.

UNAUDITED FINANCIAL STATEMENTS

The accompanying unaudited financial statements of Sonora Resources Corp. have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The financial statements for the periods ended August 31, 2013 and 2012 are unaudited and include all adjustments necessary to a fair statement of the results of operations for the periods then ended. All such adjustments are of a normal, recurring nature. The results of the Company's operations for any interim period are not necessarily indicative of the results of the Company's operations for a full fiscal year. For further information, refer to the financial statements and footnotes thereto included in the Company's Amended Annual Report on Form 10-K for the fiscal year ended November 30, 2012 as filed with the Securities and Exchange Commission (the "SEC") on September 20, 2013.

2. Summary of Significant Accounting Policies

Exploration Stage Enterprise

Since the Company is in the exploration stage of operation, the Company’s financial statements are prepared in accordance with the provisions of ASC 915 Development Stage Enterprises, as it devotes substantially all of its efforts to acquiring and exploring mining interests that management believes should eventually provide sufficient net profits to sustain the Company’s existence. Until such interests are engaged in commercial production, the Company will continue to prepare its consolidated financial statements and related disclosures in accordance with this standard.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with the accounting principles generally accepted in the United States.

Principles of Consolidation

These consolidated financial statements include our consolidated balance sheets, results of operations, changes in stockholders' equity and cash flows. All material intercompany balances and transactions have been eliminated in the accompanying consolidated financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Cash and Cash Equivalents

The Company classifies highly liquid temporary investments with an original maturity of three months or less when purchased as cash equivalents.

The Company maintains cash balances at various financial institutions. Balances at US banks are insured by the Federal Deposit Insurance Corporation up to $250,000. ~~Beginning December 31, 2010 and through December 31, 2013, all noninterest-bearing transaction accounts are fully insured, regardless of the balance of the account, at all FDIC-insured institutions.~~ In Mexico, the Company's cash balances are currently fully insured by the Institute for the Protection of Bank Savings.

The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risk for cash on deposit. As of ~~May~~August 31, 2013, the Company had no deposits in excess of $250,000.

Foreign Currency Translation

The Company maintains its accounting records in U.S. Dollars. The Company's Finder Plata records are maintained in Mexican Pesos. At the transaction date, each asset, liability, revenue and expense involves foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are remeasured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk.

Mineral Properties

Costs of acquiring mineral properties are capitalized by project area upon purchase of the associated claims. Costs to maintain the mineral rights and leases and explore are expensed as incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves.

Mineral properties are periodically assessed for impairment of value and any diminution in value.

Fair Value of Financial Instruments

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy contains three levels as follows:

Level 1 - Unadjusted quoted prices that are available in active markets for the identical assets or liabilities at the measurement date.

Level 2 - Other observable inputs available at the measurement date, other than quoted prices included in Level 1, either directly or indirectly, including:

● Quoted prices for similar assets or liabilities in active markets;

● Quoted prices for identical or similar assets in nonactive markets;

● Inputs other than quoted prices that are observable for the asset or liability; and

● Inputs that are derived principally from or corroborated by other observable market data.

Level 3 - Unobservable inputs that cannot be corroborated by observable market data and reflect the use of significant management judgment. These values are generally determined using pricing models for which the assumptions utilize management’s estimates of market participant assumptions.

Assets and Liabilities that are Measured at Fair Value on a Recurring Basis.

The Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measurement and expands disclosure about fair value measurement. The fair value hierarchy requires the use of observable market data when available. In instances in which the inputs used to measure fair value fall into different levels of the fair value hierarchy, the fair value measurement has been determined based on the lowest level input that is significant to the fair value measurement in its entirety. The Company’s assessment of the significance of a particular item to the fair value measurement in its entirety requires judgment, including the consideration of inputs specific to the asset or liability.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under FASB ASC 360, these assets are tested for recoverability annually or whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value. As at ~~May~~August 31, 2013, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Asset Retirement Obligations

The Company applies ASC 410, Accounting for Asset Retirement Obligations which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. ASC 410 requires the Company to record a liability for the present value using a credit-adjusted risk free interest rate, of the estimated site restoration costs with a corresponding increase to the carrying amount of the related long-lived assets. The liability is accreted until it has been fully incurred and the asset is amortized over the life of the related assets. Adjustments are made for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As of ~~May~~August 31, 2013, the Company does not have any asset retirement obligations.

Comprehensive Loss

The Company applies ASC 220, Comprehensive Income. ASC 220 establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement. For the ~~six~~nine months ended ~~May~~August 31, ~~2013and 2012~~2013, our only component of comprehensive income (loss) was foreign currency translation.

Stock-Based Compensation

The Company adopted ASC 718, Compensation – Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

Loss per Common Share

Basic loss per share is computed by dividing the net loss attributable to the common stockholders by the weighted average number of shares of common stock outstanding during the periods. Diluted loss per share is computed similar to basic loss per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. As of ~~May~~August 31, 2013 and 2012, there were options outstanding for the purchase of 1,400,000 common shares and warrants for the issuance of 1,000,000 shares of common stock which could potentially dilute future earnings per share.

Income Taxes

The Company accounts for income taxes pursuant to FASB ASC 740, Income Taxes. Under FASB ASC 740-10-25, deferred tax assets and liabilities are determined based on temporary differences between the bases of certain assets and liabilities for income tax and financial reporting purposes. The deferred tax assets and liabilities are classified according to the financial statement classification of the assets and liabilities generating the differences.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company's financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carryforward period under the federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the realizability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

New Accounting Pronouncements

A variety of proposed or otherwise potential accounting standards are currently under study by standard setting organizations and various regulatory agencies. Due to the tentative and preliminary nature of those proposed standards, management has not determined whether implementation of such proposed standards would be material to the consolidated financial statements.

3. Agreements

Summary

The worldwide silver market has experienced a strong decline in the prices during 2013. As a result, he Company made the decision in September 2013 to focus on the Los Amoles and Jalisco properties in 2014.

Our President & CEO Juan Miguel Ríos Gutiérrez holds an MBA in P.Eng., Mining and Metallurgical. He has worked for twenty years in management and on projects at Peñoles, the largest mining operation in Mexico. Mr. Juan Miguel Ríos Gutiérrez was the fourth employee at First Majestic Silver Corp. (“First Majestic” or FMSC”) and helped build that company from a junior mining exploration company on the TSXV and NYSE to a major global silver producer. Mr. Gutierrez held the General Manager position at four of the First Majestic mining units in Mexico.

Because of limited staff, the Company relies on outside parties, including geologists, surveyors, laboratories, etc. in our business operations. The Company has historical data on mining operations at the properties listed below. Mr. Gutiérrez has visited each property twice a year, with each visit being approximately one week.

All properties are accessible by vehicles.

Detailed write-ups on each Mining Option Agreement are filed in the Company’s Form 10K/AA3 for the year ended November 30, 2012 that was filed with the SEC on ~~July~~September 2220, 2013.

Mining Option Agreement – Los Amoles, Mexico Property

On November 26, 2010, the Company entered into the definitive Option Agreement with Yale to acquire a 70% interest in its wholly owned Los Amoles property located in the municipality of Villa Hidalgo, Sonora State, Mexico.

On March 15, 2013, the Company closed the Asset Purchase Agreement (“Purchase Agreement”) with Yale to purchase all of the right, title and interest in and to the Los Amoles 2 and Los Amoles 3 Fracc.1 properties, consisting of 2,166 hectares located in the State of Sonora Mexico (the “Property”). Yale will use all commercially reasonable efforts to acquire title to the Los Amoles 4 property which is approximately an additional 2,200 hectares adjoining the Los Amoles 3 property. The Company purchased the Property from Yale by issuing 1,000,000 of restricted SURE common shares and paying US$200,000 in cash.

The Company acquired a 100% interest in the Property from Yale and canceled the Option Agreement dated November 26, 2010. Pursuant to the Option Agreement, Sonora would have been required to incur the remaining exploration expenditures and to issue the remaining 200,000 common shares to acquire a 70% undivided beneficial and legal interest in the Property.

The Company ~~has~~ commenced an underground work program at the Los Amoles property and completed a geologic report to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014.

The Company has commenced an underground work program using the Yale geologists and completed a geologic report by an independent geologist to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2013. The Company expects to spend $~~100,000 during 2013 and an additional $~~300,000 during 2014 to explore the properties.

This property does not have any known reserves and the Company’s proposed activities are exploratory in nature. All costs related to the Agreement have been recorded as exploration expenses.

Mining Option Agreement- Jalisco, Mexico Property

On April 15, 2011, the Company entered into a mining option agreement with First Majestic (NYSE:AG and TSX:FR, “First Majestic”) and Minera El Pilon S.A. de C.V., a subsidiary of First Majestic, whereby the Company has been granted an option (the “Option”) to acquire up to a 90% interest in certain mineral properties wholly owned by First Majestic located in the state of Jalisco, Mexico (the “Property”).

In consideration for the Option, the Company agreed to:

(a) issue an aggregate of 10,000,000 shares of common stock with a fair market value of $0.34 per common share to First Majestic upon execution of the agreement (issued); (b) incur an aggregate of $3,000,000 in expenditures on the Jalisco Group of Properties ~~over~~by ~~the~~April ~~first~~15, ~~three~~2013 ~~years~~ to earn a 50% interest in the Property (the “First Option”); (c) upon the exercise of the First Option, the Company will have the sole and exclusive option (the “Second Option”) to acquire an additional 20% interest in and to the Property by incurring an additional $2,000,000 in expenditures on the Jalisco Group of Properties noby ~~later~~April ~~than~~15, ~~the fifth anniversary of the Agreement~~2016; and (d) upon the exercise of the Second Option, the Company will have the sole and exclusive option to acquire an additional 20% interest in and to the Property by completing a bankable feasibility study no later than the seventh anniversary of the Agreement.

First Majestic will retain a 10% free carried interest and a 2.375% net smelter return.

The Company agreed to file a registration statement with the Securities and Exchange Commission qualifying the shares and to maintain the registration statement effective for a period of not less than two years. If a registration statement has not been filed and declared effective within twelve months from the date of the Agreement or if the Company fails to maintain the registration statement effective for a period of two years, it has agreed to issue an additional 2,000,000 shares to First Majestic. On April 30, 2012, the Company issued 2,000,000 shares of restricted common stock to First Majestic which were valued at $0.20 per share or $400,000. A notice filing under Regulation D was filed with the SEC on June 7, 2012 with regard to these stock issuances.

As of ~~May~~August 31, 2013, the Company has not spent any funds on the properties. The Company ~~expects~~is required to spend $3,000,000 ~~during~~by ~~2013~~April ~~and~~15, 2014 and an additional $2,000,000 ~~during~~by ~~2015~~April 15, 2016 to explore the properties.

This property does not have any known reserves and the Company’s proposed activities are exploratory in nature. Any costs related to the Agreement will be recorded as exploration expenses. As of ~~May~~August 31, 2013, the Company has not earned its 50% interest and does not control the property.

Mining Option Agreement- Ayones, Mexico Property

On August 10, 2011, the Company entered into a Mining Option Agreement (“Grupo Agreement”) with IMMSA Grupo México. Under the terms of the Grupo Agreement, they granted the Company an option to acquire a 100% interest in certain mining properties representing the Ayones project located in the municipality of Etzatlan, Jalisco State, Mexico. The mining properties are next to the Ayones properties and contain silver and gold tailings.

Under the terms of the Grupo Agreement between Sonora’s wholly owned Mexican subsidiary Finder Plata and Grupo Mexico subsidiary, Industrial Minera Mexico, S.A. de C.V. (“Grupo Mexico”), Finder Plata has the right to purchase 100% of two mining concessions on 48 hectares, the old La Mazata Mine, the data of past diamond drill programs, studies and maps as well as the assets located within the mine areas in exchange for payments over three years. The Grupo Agreement requires a Net Smelter Royalty (“NSR”) payment of 2.0% by Finder Plata with Finder Plata having a first option to purchase the NSR for $ 1 million.

Under the terms of the Grupo Agreement, Finder Plata is required to pay the following cash payments totaling $1 million to exercise the option:

(a)	A payment of US $100,000 with the execution of the Grupo Agreement (paid);
(b)	A payment of US $100,000 within six months of execution of the Grupo Agreement (paid);
(c)	A payment of US $100,000 within twelve months of execution of the Grupo Agreement (paid);
(d)	A payment of US $175,000 within eighteen months of execution of the Grupo Agreement;
(e)	A payment of US $175,000 within twenty-four months of execution of the Grupo Agreement;
(f)	A payment of US $175,000 within thirty months of execution of the Grupo Agreement; and,
(g)	A payment of US $175,000 within thirty-six months of execution of the Grupo Agreement.

12The Company did not pay the $175,000 due February 10, 2013 and has not paid the August 10, 2013 payment of $175,000 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement.

The Company did not pay the $175,000 due February 10, 2013 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. The Company expects to renegotiate the 2011 Mining Option Agreement with IMMSA Grupo México.

In addition, Finder Plata is required to spend a total of $1 million in exploration expenditures on the Ayones property as follows:

$200,000 within twelve months of execution of the Grupo Agreement ($12,818 was spent); an additional $300,000 on or before the second anniversary of execution of the Grupo Agreement; and an additional $500,000 on or before the third anniversary of execution of the Grupo Agreement.

On August 2, 2012, the parties signed an Additional Agreement extending the remaining $187,182 of the $200,000 of exploration expenditures due within twelve months of execution of the Grupo Agreement to the second anniversary of the execution of the Grupo Agreement. The Company not spent the $500,000 in exploration expenditures under the Agreement.

Closing of the transactions contemplated in the Grupo Agreement on or before the third anniversary of execution requires the parties to enter into a Definitive Agreement. The Definitive Agreement would require Finder Plata to begin commercial production thirty months after the execution of the Definitive Agreement. If commercial production is not started in the thirty month period, Finder Plata is required to pay 15% NSR over the future capacity of the mine as established in a feasibility study completed by Finder Plata.

~~The~~This ~~Company~~property ~~expects~~does tonot ~~spend~~have aany ~~total~~known ofreserves. ~~$1,038,000~~All incosts ~~2013~~related ~~and~~to ~~$850,000~~the inAgreement ~~2014~~have tobeen ~~maintain~~recorded ~~and~~as ~~explore~~exploration ~~the properties~~expenses. The ~~Any~~Company ~~costs~~intends ~~related~~ to renegotiate the 2011 Mining Option Agreement ~~will~~with beIMMSA ~~recorded~~Grupo asMéxico; ~~exploration~~however, ~~expenses~~the results of such negotiations and an outcome in the Company’s favor cannot be assured. As of ~~May~~August 31, 2013, the Company has not earned its 100% interest and does not control the property.

Mining Option Agreement- Corazon, Mexico Property

On September 5, 2011, the Company entered into Mining Option Agreements (“Corazon Agreements”) with eight Mexican citizens. Under the terms of the Corazon Agreements, the Company was granted an option to acquire a 100% interest in certain mining properties of the Corazon group of claims located in the municipality of Etzatlan, Jalisco State, Mexico.

Under the terms of the agreement between Sonora's wholly owned Mexican subsidiary Finder Plata S.A. de C.V. (“Finder Plata”) and the eight Mexican Citizen owners (“Corazon Owner’s”), Finder Plata has the right to purchase 96100.70% ~~now and the remaining 3.3 % upon the receipt of a court order~~ for five mining concessions on 721 hectares surrounding the old La Mazata Mine and Ayones claims and prospect recently acquired by Finder Plata in the Mexican state of Jalisco on August 10, 2011.

Under the terms of the option agreement, to exercise the option, the Company is required to pay several cash installments totaling $800,000 as detailed below:

(a) A payment of $96,700 with the execution of the Corazon Agreements (paid) and an additional $ 3,300 within six months of execution of the Corazon Agreements for the remaining 3.3% (paid); (b) A payment of an additional $55,000 within twelve months of execution of the Corazon Agreements (paid); (c) A payment of an additional $55,000 within twenty four months of execution of the Corazon Agreements (not paid); (d) A payment of an additional $55,000 within thirty six months of execution of the Corazon Agreements; and, (e) A payment of an additional $535,000 within forty two months of execution of the Corazon Agreements.

The Company has commenced sampling work program using external geologists and surveyors to define the potential silver and gold tailings and prepare for a planned production program in 2013. The Company expects to spend a total of $55,000 in 2013 and $535,000 during 2014 to produce silver and gold at this property.

All costs related to the Agreement have been recorded as exploration expenses. As of May 31, 2013, the Company has not earned its 100% interest and does not control the properties.

Joint Venture and Benefits Agreement- Liz, Mexico Property

On May 17, 2012, Finder Plata entered into a Joint Venture and Benefits Agreement (“Liz Agreement”) with Mr. Ramiro Romero Aguirre, a Mexican citizen. Under the terms of the Liz Agreement, Finder Plata was granted the rights to acquire and explore old dumps with silver, gold contents in Liz mining property owned by Mr. Romero. The Liz project located in the municipality of Ayutla, Jalisco State, Mexico. The mining properties are next to the Jalisco properties and contain silver and gold tailings.

Under the terms of the Liz Agreement between Sonora’s wholly owned Mexican subsidiary Finder Plata and Mr. Ramiro Romero, Finder Plata was granted the right to acquire, process in site, and market the mineral products obtained from 100% of the dumps, which are estimated at 50,000 tons and are located on Liz mining claim and on surface of land owned by Mr. Romero. The Liz Agreement shall be exercised or finished on or before December 15, 2013.

The Company did not pay the $55,000 due September 5, 2013 to the eight Mexican citizens.

The Company commenced sampling work program using external geologists and surveyors to define the potential silver and gold tailings.

This property does not have any known reserves. All costs related to the Agreement have been recorded as exploration expenses. The Company intends to renegotiate the 2011 Mining Option Agreement with the eight Mexican citizens; however, the results of such negotiations and an outcome in the Company’s favor cannot be assured. As of August 31, 2013, the Company has not earned its 100% interest and does not control the properties.

Joint Venture and Benefits Agreement- Liz, Mexico Property

On May 17, 2012, Finder Plata entered into a Joint Venture and Benefits Agreement (“Liz Agreement”) with Mr. Ramiro Romero Aguirre, a Mexican citizen. Under the terms of the Liz Agreement, Finder Plata was granted the rights to acquire, process on sight and sale the mineral products obtained from the old dumps located on which are expected to contain silver and gold. contents in Liz mining claim title 216028 and on surface of land owned by Mr. Romero. The Liz project located in the municipality of Ayutla, Jalisco State, Mexico. The mining properties are next to the Jalisco properties and contain silver and gold tailings. The Liz Agreement shall be exercised or finished on or before December 15, 2013 (“Agreement deadline”).

Key terms of the Liz Agreement are as follows:

	i.	Pay $5,000 upon signing the Liz Agreement, including sixteen percent (16%) Mexican VAT tax (paid).

	ii.	Pay $5,000 ninety days after signing the Liz Agreement including sixteen percent (16%) Mexican VAT tax (paid).

	iii.	After signing the final Liz Agreement Finder Plata expects to make an estimated investment, of US$400,000 in capital expenditures to build the infrastructure, equipment, working capital, management and commissioning expenses to process the old dumps in site and marketing silver and gold content. All the capital expenditures, working capital, pre-operating, commissioning and during the process in commercial production of the old dumps are expected to be controlled by Finder Plata, well as the marketing of the silver and gold content.

	iv.	Finder Plata agreed to pay to Mr. Romero, after subtracting of the Net smelter return (“NSR”) of each batch of concentrate, precipitate or ore sold end received the final liquidation, deductions, selling costs and expenses involved in the operation, 40% of earnings before interest, taxes, depreciation and amortization (“EBITDA”) on a monthly basis using Mexican generally accepted accounting practices.

The Company has commenced sampling work program using external geologists and surveyors to define the potential silver and gold tailings ~~and prepare for a planned production program in 2013~~. The Company spent $12,000 in 2012 and ~~does~~do not expect to spend any funds in 2013 to produce silver and gold at this property.

This property does not have any known reserves and the Company’s activities have been exploratory in nature. All costs related to the Agreement have been recorded as exploration expenses. As of ~~May~~August 31, 2013, the Company has not earned any interest and does not control the property.

4. Demand Promissory Notes

First Majestic, an existing shareholder, loaned the Company US$30,000 pursuant to a Demand Promissory Note dated February 19, 2013. The Company agreed to pay interest at a rate 1 Year LIBOR plus 3.5% per ~~cent per~~ annum for a maximum of six (6) months.

First Majestic, an existing shareholder, loaned the Company US$170,000 pursuant to a Demand Promissory Note dated March 15, 2013. The Company agreed to pay interest at a rate 1 Year LIBOR plus 3.5% per ~~cent per~~ annum until the Demand Promissory Note is repaid.

5. Capital Stock

All of the following private placements of Company securities were conducted under the exemption from registration as provided under Section 4(2) of the Securities Act of 1933 (and also qualified for exemption under 4(5), formerly 4(6) of the Securities Act of 1933, as noted below). All of the shares issued were issued in private placements not involving a public offering, are considered to be "restricted stock" as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect.

On March 15, 2013, the Company issued 1,000,000 shares of restricted common stock to Yale Resources Ltd related to an Asset Purchase Agreement dated February 15, 2013. The stock was valued at $0.14 per share for a total value of $140,000. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on April 4, 2013 with regard to this stock issuance.

A summary of the warrants issued as of May 31, 2013 was as follows:

	May 31, 2013
			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at November 30, 2012		1,000,000	$	0.350
Issued		-		-
Outstanding at May 31, 2013		1,000,000	$	0.350
Exercisable at end of period		1,000,000

AOn ~~summary~~January of3, 2013, the ~~status~~Company issued 170,979 shares of ~~the~~restricted ~~warrants~~common ~~outstanding~~stock asat $0.14 per share for a total value of ~~May~~$24,000 31related to Mr. Scott's June 15, ~~2013~~2011 Consulting Agreement. The shares do not have registration rights. A notice filing under Regulation D was asfiled ~~follows:~~with the SEC on January 4, 2013 with regard to this stock issuance.

May 31, 2013

Weighted

Average

Number of

Remaining

Exercise

Warrants

Life

Price

Exerciseable

Price

1,000,000

1.08

0.350

1,000,000

0.350

AsA summary of ~~May~~the ~~31,~~warrants ~~2013,~~issued ~~vested~~as ~~warrants~~ of 1August 31,~~000,000~~ ~~had~~2013 nowas ~~aggregate~~as ~~intrinsic value.~~follows:

	August 31, 2013
			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at November 30, 2012		1,000,000	$	0.350
Issued		-		-
Outstanding at August 31, 2013		1,000,000	$	0.350
Exercisable at end of period		1,000,000

A summary of the status of the warrants outstanding as of August 31, 2013 was as follows:

	August 31, 2013
	Weighted	Weighted			Weighted
	Average	Average			Average
Number of	Remaining	Exercise		Shares	Exercise
Warrants	Life	Price		Exerciseable	Price
1,000,000	0.83	$	0.350	1,000,000	$	0.350

As of August 31, 2013, vested warrants of 1,000,000 had no aggregate intrinsic value.

6. Stock Options

On December 21, 2010, the Company adopted its 2010 Stock Option Plan pursuant to which it may grant stock options to acquire up to a total of 8,500,000 shares of its common stock. The Board of Directors currently acts as the plan administrator of this plan. On January 21, 2011, 1,400,000 options were granted pursuant to the plan with 400,000 such options granted to consultants with an exercise of $0.20 per share, vested over 2 years and mature on January 19, 2014 and 1,000,000 such options granted to the new president of the Company with an exercise price of $0.20 per share, vested over 5 years and mature on January 21, 2016. During the ~~six~~nine months ended ~~May~~August 31, 2013, the Company recorded stock based compensation of $2741,~~333~~000 in connection with the stock options granted during the period.

A summary of the changes in stock options for the ~~three~~nine months ended ~~May~~August 31, 2013 iswas as follows:

	May 31, 2013
	August 31, 2013
			Weighted
			Average
			Exercise
	Shares		Price
Outstanding at November 30, 2012		1,400,000	$	0.200
Issued		-		-
Outstanding at May 31, 2013		1,400,000	$	0.200
Outstanding at August 31, 2013		1,400,000	$	0.200
Exercisable at end of period		~~900~~1,025,000

The fair value of each option granted has been estimated as of the date of the grant using the Black-Scholes option pricing model with the following assumptions:

	May 31, 2013
Expected volatility	167.15%-185.32%
Risk-free interest rate	1.185%-2.05%
Expected life	3-5 years
Dividend yield	2%

A summary of weighted average fair value of stock options granted during the period ended May 31, 2013 is as follows:

	May 31, 2013
	Weighted Average		Weighted Average
	Exercise Price		Fair Value
Exercise price is greater than market price at grant date:	$	0.20	$	0.06

The Company has the following options outstanding and exercisable as of May 31, 2013:

May 31, 2013

Weighted

Average

Number of

Remaining

Exercise

Warrants

Life

Price

Exerciseable

Price

1,400,000

1.55

0.200

900,000

0.200

~~There~~The isfair ~~no aggregate intrinsic~~ value of ~~the~~each ~~exercisable~~option ~~options~~granted ashas ofbeen ~~May~~estimated ~~31,~~as ~~2013. As~~ of ~~May 31, 2013,~~ the ~~total~~date ~~compensation~~ of ~~$90,167~~the ~~for~~grant ~~unvested~~using ~~shares~~the isBlack-Scholes tooption bepricing ~~recognized~~model ~~over~~with the ~~next~~following ~~1.55 years.~~assumptions:

		August 31, 2013
Expected Volatility		167.15%-185.32%
Risk-free interest rate		1.185%-2.05%
Expected life		3-5 years
Dividend yield		2%

A summary of weighted average fair value of stock options granted during the period ended August 31, 2013 is as follows:

	August 31, 2013
	Weighted Average		Weighted Average
	Exercise Price		Fair Value
Exercise price is greater than market price at grant date:	$	0.20	$	0.04

The Company has the following options outstanding and exercisable as of August 31, 2013:

	August 31, 2013
	Weighted	Weighted			Weighted
	Average	Average			Average
Number of	Remaining	Exercise		Shares	Exercise
Warrants	Life	Price		Exerciseable	Price
1,400,000	1.82	$	0.200	1,025,000	$	0.200

There is no aggregate intrinsic value of the exercisable options as of August 31, 2013. As of August 31, 2013, the total compensation of $76,500 for unvested shares is to be recognized over the next 1.82 years.

7. Related Party Transactions

Related party transactions, including transactions with First Majestic, are discussed in other Notes.

8. Commitments, Contingencies and Legal Proceedings

There are no pending legal proceedings against us that are expected to have a material adverse effect on our cash flows, financial condition or results of operations.

On January 21, 2011, the Company entered into a consulting agreement with Juan Miguel Ríos Gutiérrez whereby Mr. Gutiérrez was appointed Chief Executive Officer at $5,000 per month for a term of indefinite period unless terminated by either party with sixty days advance written notice to the other party.

On January 18, 2011, the Company entered into a Consulting Agreement (“Corcom Agreement”) with Corcom, Inc. ~~(“Corcom”)~~, pursuant to which Corcom is to provide certain administrative and related services including, but not limited to, accounting, coordination of annual audits and quarterly reviews, management and review of legal documentation and ensuring timely fulfillment of all regulatory filings. As consideration for the performance of the consulting services under the agreement, we agreed to pay Corcom the sum of US$2,000 per month for the duration of the agreement, exclusive of any applicable sales tax. The agreement is for an indefinite period unless terminated by either party with sixty days advance written notice to the other party. As of ~~May~~August 31, 2013, the Company recorded $2632,000 related to accounts payable to Corcom.

On June 15, 2011, the Company entered into Consulting and Restricted Stock Award Agreements (“Scott Agreements”) whereby Mr. Scott was appointed Chief Financial Officer of the Company. Pursuant to the Scott Agreements, Mr. Scott receives: (i) US $4,000 cash per month and (ii) shares of Company common stock equaling US $3,000 per month. As of ~~May~~August 31, 2013, the Company accrued compensation of $1524,000 related to the Restricted Stock Award Agreement with Mr. Scott.

9. Subsequent Events

The Company evaluates subsequent events, for the purpose of adjustment or disclosure, up through the date the financial statements are issued.

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

Forward-Looking Statements and Associated Risks.

This report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may" , "should" , "expect" , "plan" , "anticipate" , "believe" , "estimate" , "predict" , "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this report include statements about:

●	our plan of operations;

●	our future exploration programs and results;

●	our expectations regarding the impact of various accounting policies;

●	our future capital expenditures; and

●	our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

●	risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

●	risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

●	mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

●	the potential for delays in exploration activities; risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

●	risks related to commodity price fluctuations;

●	the uncertainty of profitability based upon our limited history;

●	risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;

●	risks related to environmental regulation and liability;

●	risks that the amounts reserved or allocated for environmental compliance, reclamation, post- closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;

●	risks related to tax assessments;

●	political and regulatory risks associated with mining development and exploration; and

●	the risks in the section entitled “Risk Factors”.

Any of these risks could cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements contained in this quarterly report.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

In this report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

Plan of Operation

Sonora Resources Corp. (the "Company" or "Sonora Resources") was incorporated under the laws of the State of Nevada on December 3, 2007. We are a mining exploration company focused on the acquisition and development of prospective silver and gold opportunities in Mexico.

OnThe ~~March~~worldwide ~~15,~~silver ~~2013,~~market wehas ~~closed~~experienced ~~the~~a ~~Asset~~strong ~~Purchase~~decline ~~Agreement~~in ~~(“Purchase~~the ~~Agreement”)~~prices ~~with~~during ~~Yale~~2013. toAs ~~purchase~~a ~~all~~result, ofwe made the ~~right,~~decision ~~title~~in ~~and~~September ~~interest~~2013 into ~~and~~focus toon the Los Amoles 2 and ~~Los~~Jalisco ~~Amoles~~properties 3in ~~Fracc~~2014.1 ~~properties,~~As ~~consisting~~ of 2August 31,~~166~~ ~~hectares~~2013, ~~located~~we inhad ~~the~~cash ~~State~~ of ~~Sonora~~$90,600 ~~Mexico~~and ~~(the~~working ~~“Property”).~~capital ~~Yale~~deficit ~~will~~of ~~use~~$95,075 ~~all~~as ~~commercially~~compared ~~reasonable efforts~~ to ~~acquire~~cash ~~title~~of to$293,000 ~~the~~and ~~Los~~a ~~Amoles~~working 4capital ~~property~~of ~~which~~$347,000 isas ~~approximately~~of anNovember ~~additional 2~~30,~~200~~ ~~hectares~~2012. ~~adjoining~~This ~~the~~decrease ~~Los~~in ~~Amoles~~our 3working ~~property. We~~capital ~~purchased~~is ~~the~~primarily ~~Property~~due ~~from~~to ~~Yale~~operating bylosses. ~~issuing~~We ~~1,000,000~~have ofincurred ~~restricted~~operating ~~SURE~~losses ~~common~~since ~~shares~~inception, and ~~paying~~this ~~US$200,000~~is inlikely ~~cash~~to continue.

We ~~acquired~~require afunds ~~100%~~to ~~interest~~enable inus ~~the~~to ~~Property~~address ~~from~~our ~~Yale~~minimum current and ~~canceled~~ongoing ~~the~~expenses. ~~Option Agreement dated November 26~~Presently, ~~2010. Pursuant~~we todo ~~the~~not ~~Option~~generate ~~Agreement,~~any ~~Sonora~~revenue ~~would~~and ~~have~~expect ~~been required~~ to incur ~~the~~significant ~~remaining~~operating ~~exploration expenditures~~ and tocapital ~~issue~~expenses. ~~the~~Management ~~remaining~~projects ~~200,000~~that ~~common~~we ~~shares~~may torequire ~~acquire~~an aadditional ~~70%~~approximately ~~undivided~~$3,600,000 ~~beneficial~~to ~~and~~fund ~~legal~~our ~~interest~~operating inexpenditures for the ~~Property.~~next Wetwelve ~~have~~month ~~commenced~~period anfor ~~underground work program at~~ the Los Amoles ~~property~~ and ~~completed~~Jalisco ~~a geologic report to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014~~properties.

We also have mining option agreements in (i) the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco; and (ii) the Ayones Group of Properties consisting of numerous mining claims totaling 48 hectares in Jalisco. The Company did not pay the $175,000 due February 10, 2013 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. The Company expects to renegotiate the 2011 Mining Option Agreement with IMMSA Grupo México.17

~~Also~~On March 15, ~~also~~2013, ~~have~~we ~~five~~closed ~~mining~~the ~~concessions~~Asset onPurchase ~~721~~Agreement ~~hectares~~with ~~surrounding~~Yale ~~the~~Resources ~~Ayones~~Ltd ~~Group~~to purchase all of ~~Properties~~the right, ~~called~~title and interest in and to the ~~Corazon~~Los ~~Property~~Amoles 2 and Los Amoles 3 Fracc.1 Weproperties, ~~have~~consisting aof ~~letter~~2,166 hectares located in the State of ~~intent~~Sonora ~~with~~Mexico (the ~~Liz~~“Los Amoles Property”). ~~located~~Yale inwill ~~Ayutla,~~use ~~Jalisco~~all ~~State~~commercially reasonable efforts to acquire title to the Los Amoles 4 property which is approximately an additional 2,200 ~~Mexico~~hectares adjoining the Los Amoles 3 property. We ~~Sonora~~purchased ~~Resources~~the isLos ~~based~~Amoles inProperty ~~Guadalupe~~from Yale by issuing 1,000,000 ~~Zacatecas~~of restricted SURE common shares and paying $200,000 ~~Mexico~~in cash. We have ~~concluded~~commenced ~~phase~~an ~~one~~underground ~~field~~ work program at the ~~Corazon~~Los ~~property~~Amoles Property and completed a geologic report to define the potential vein structure and outcroppings and prepare for a planned drilling program in 2014.

We also have mining option agreements with (i) the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco. As of September 20, 2013, we have not spent any funds on the properties. We are ~~currently~~required to spend $3,000,000 by April 15, 2014 to earn 50% interest in the ~~development~~Jalisco ~~stage~~Property asand ~~defined~~an additional $2,000,000 to earn an additional 20% interest by April 15, 2016 on exploration expenses. An additional 20% interest in ~~ASC~~and ~~915~~to ~~"Accounting~~the Property can be earned by completing a bankable feasibility study no later than the seventh anniversary of the Agreement. and ~~Reporting~~(ii) ~~for~~the ~~Development~~Ayones ~~Stage~~Group ~~Enterprises"~~of Properties consisting of numerous mining claims totaling 48 hectares in Jalisco. As previously reported, we did not pay the $175,000 due February 10, 2013 and have ~~minimal~~not ~~operations~~paid the August 10, 2013 payment of $175,000 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. Further, we have not spent the $500,000 in exploration expenditures under the Agreement. The Company intends to renegotiate the 2011 Mining Option Agreement with IMMSA Grupo México; however, the results of such negotiations and an outcome in our favor cannot be assured.

WeAlso, also we have ~~incurred~~five amining ~~cumulative~~concessions ~~net~~on ~~loss~~721 ~~since~~hectares ~~inception~~surrounding onthe ~~December~~Ayones 3Group of Properties, ~~2007~~called tothe ~~May~~Corazon ~~31,~~Property. ~~2013~~We ofdid not pay the $255,~~394,~~000 ~~and~~due ~~have~~September no5, ~~source~~2013 ofto ~~operating~~the ~~revenue~~eight Mexican citizens. ~~While~~We ~~our~~intend ~~management~~to ~~believes~~renegotiate ~~that~~the we2011 ~~will~~Mining beOption ~~successful~~Agreement with the eight Mexican citizens; however, the results of such negotiations and an outcome in our ~~planned~~favor ~~operating~~cannot ~~activities~~be ~~under~~assured. ~~our~~We ~~business~~have ~~plan~~a ~~and~~letter ~~capital~~of ~~raising~~intent ~~activities~~with the Liz Property located in Ayutla, ~~there~~Jalisco ~~can~~State, Mexico. Sonora Resources is based in Guadalupe, Zacatecas, Mexico. The Liz Agreement shall be noexercised ~~assurance~~or ~~that~~finished on or before December 15, 2013. As of September 20, 2013, we ~~will~~have becommenced ~~successful~~sampling inwork ~~the~~program ~~mining~~using ~~development~~external geologists and ~~exploration~~surveyors ~~business~~to ordefine the ~~raising~~potential ofsilver ~~sufficient~~and ~~capital~~gold ~~such~~tailings. ~~that~~We wespent ~~will~~$12,000 ~~generate~~in ~~adequate~~2012 ~~revenues~~and do not expect to ~~earn~~spend aany ~~profit~~funds orin ~~sustain~~2013 ~~its~~to ~~operations~~produce silver and gold at this property.

~~The~~Our ~~accompanying~~principal ~~consolidated~~executive ~~financial~~office ~~statements~~is ~~have~~located ~~been~~at ~~prepared~~Cerro indel ~~conformity~~Padre ~~with~~# ~~accounting~~11 ~~principles~~Rinconada ~~generally~~de ~~accepted~~los ~~in the United States of America~~Pirules, ~~which contemplates our continuation as a going concern. We have not established a source of revenues sufficient to cover its operating costs~~Guadalupe, ~~and~~Zacatecas ~~as such~~Mexico, ~~have~~98619. ~~incurred~~Our anUS ~~operating~~mailing ~~loss~~address ~~since~~is ~~inception.~~PO ~~Further,~~Box ~~as of May 31~~12616, ~~2013~~Seattle, weWA ~~have~~98111 ~~a working capital deficit of $700. These~~ and ~~other factors raise doubt about~~ our ~~ability~~telephone tonumber ~~continue~~is ~~as a going concern~~1-877-513-7873. ~~The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.~~

We are currently in the exploration stage as defined in ASC 915 "Accounting and Reporting for Development Stage Enterprises" and have minimal operations.

We have incurred a cumulative net loss since inception on December 3, 2007 to August 31, 2013 of $2,494,453 and have no source of operating revenue. While our management believes that the we will be successful in its planned operating activities under our business plan and capital raising activities, there can be no assurance that it will be successful in the mining development and exploration business or the raising of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations. These and other factors raise doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplates our continuation as a going concern. We have not established a source of revenues sufficient to cover its operating costs, and as such, have incurred an operating loss since inception. Further, as of August 31, 2013, we have a working capital deficit of $95,075. These and other factors raise doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

On July 12, 2011, we established a 100% owned subsidiary, Finder Plata S.A. de C.V. ("Finder Plata") for the development of our exploration business in Mexico.

Key Market Priorities

Our primary key market priority will be to explore our Los Amoles, ~~Jalisco, Ayones, Corazon~~ and ~~Liz,~~Jalisco ~~Mexico~~ properties in order to determine whether they possess commercially exploitable quantities of gold, silver, and other metals. We cannot guarantee that the Los Amoles, or Jalisco, ~~Ayones, Corazon and Liz, Mexico~~ properties will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development company.

Primary Market Risks

We are exposed to various risks related to the volatility of the price of silver, our reserve estimates, operating as a going concern, unique difficulties and uncertainties in mining exploration ventures, our need for additional financing, and a volatile market price for our common stock. These risks and uncertainties are discussed in more detail below in this item.

Results of Operations

The following table presents certain consolidated statement of operations information and presentation of that data as a percentage of change from period-to-period.

(dollars in thousands)

			Three Months Ended May 31,
		Three Months Ended August 31,
		2013	~~2013~~			2012	~~2012~~			$ Variance	~~$ Variance~~			% Variance	~~% Variance~~
Revenue		$	$-	-		$	$-	-		$	$-	-
Cost of sales			-	-			-	-			-	-
Gross profit			-	-			-	-			-	-
General and administrative expenses			99	83			82	89			17	(6	)		-20.7	~~6.7~~%	%
Exploration expenses			1	11			20	~~434~~			(19	~~(423~~)	)		95.0	~~97.5~~%	%
Operating loss			(100	~~(94~~)	)		(102	~~(523~~)	)		2	~~429~~			2.0	~~82.0~~%	%
Other income (expense):
Interest expense	~~Interest expense~~		-	(2	)		(1	~~(14~~)	)		1	12			100.0	~~85.7~~%	%
Foreign exchange gain	~~Foreign exchange gain~~		-	-			-	-			-	-			0.0	~~0.0~~%	%
Total other expense			-	(2	)		(1	~~(14~~)	)		1	12			100.0	~~85.7~~%	%
Net loss			(100	~~(96~~)	)		(103	~~(537~~)	)		3	~~441~~			2.9	~~82.1~~%	%

For the Three Months ended ~~May~~August 31, 2013 compared to the Three Months ended ~~May~~August 31, 2012

We have not generated any revenues during the three months ended ~~May~~August 31, 2013 and ~~May~~August 31, 2012. The worldwide silver market has experienced a strong decline in the prices during 2013. As a result, we made the decision in September 2013 to focus on the Los Amoles and Jalisco properties in 2014.

We acquired the Los Amoles property and entered into option agreements on Jalisco, Ayones, Corazon, and Liz Mexico properties in order to determine whether they possess commercially exploitable quantities of gold, silver, and other metals.

General and administrative expenses for the three months ended ~~May~~August 31, 2013 ~~decreased~~increased $617,000 to $8399,000 as compared to $8982,000 for the three months ended ~~May~~August 31, 2012. This increase related to increased legal and other expenses.

Exploration expenses for the three months ended ~~May~~August 31, 2013 decreased $~~423~~19,000 to $111,000 as compared to $~~434~~20,000 for the three months ended ~~May~~August 31, 2012. This decrease related to reduced exploration activities.

Net loss for the three months ended ~~May~~August 31, 2013 was $96100,000 as compared to a net loss of $~~537~~103,000 for the three months ended ~~May~~August 31, 2012.

(dollars in thousands)

			Six Months Ended May 31,
		Nine Months Ended August 31,
		2013	~~2013~~			2012	~~2012~~			$ Variance	~~$ Variance~~			% Variance	~~% Variance~~
Revenue		$	$-	-		$	$-	-		$	$-	-
Cost of sales			-	-			-	-			-	-
Gross profit			-	-			-	-			-	-
General and administrative expenses			279	~~179~~			293	~~243~~			(14	~~(64~~)	)		4.8	~~26.3~~%	%
Exploration expenses			16	16			504	~~451~~			(488	~~(435~~)	)		96.8	~~96.5~~%	%
Operating loss			(295	~~(195~~)	)		(797	~~(694~~)	)		502	~~499~~			63.0	~~71.9~~%	%
Other income (expense):
Interest expense	~~Interest expense~~		(2	(2)	)		(137	~~(137~~)	)		135	~~135~~			98.5	~~98.5~~%	%
Foreign exchange gain	~~Foreign exchange gain~~		-	-			-	-			-	-			0.0	~~0.0~~%	%
Total other expense			(2	(2)	)		(137	~~(137~~)	)		135	~~135~~			98.5	~~98.5~~%	%
Net loss			(297	~~(197~~)	)		(934	~~(831~~)	)		637	~~634~~			68.2	~~76.3~~%	%

For the ~~Six~~Nine Months ended ~~May~~August 31, 2013 compared to the ~~Six~~Nine Months ended ~~May~~August 31, 2012

We have not generated any revenues during the ~~six~~nine months ended ~~May~~August 31, 2013 and ~~May~~August 31, 2012. The worldwide silver market has experienced a strong decline in the prices during 2013. As a result, we made the decision in September 2013 to focus on the Los Amoles and Jalisco properties in 2014.

General and administrative expenses for the ~~six~~nine months ended ~~May~~August 31, 2013 decreased $6414,000 to $~~179~~279,000 as compared to $~~243~~293,000 for the ~~six~~nine months ended ~~May~~August 31, 2012. This decrease related to reduced expenses.

Exploration expenses for the ~~six~~nine months ended ~~May~~August 31, 2013 decreased $~~435~~488,000 to $16,000 as compared to $~~451~~504,~~000~~000for ~~for~~ the ~~six~~nine months ended ~~May~~August 31, 2012. This decrease related to reduced exploration activities.

Net loss for the ~~six~~nine months ended ~~May~~August 31, 2013 was $~~197~~297,000 as compared to a net loss of $~~831~~934,000 for the ~~six~~nine months ended ~~May~~August 31, 2012.

Liquidity and Capital Resources

As of ~~May~~August 31, 2013, we had cash of $~~151~~90,000 and working capital deficit of $~~700~~95,000 as compared to cash of $293,000 and a working capital of $347,000 as of November 30, 2012. This decrease in our working capital is primarily due to operating losses. We have incurred operating losses since inception, and this is likely to continue ~~until we mine the Corazon property~~.

We require funds to enable us to address our minimum current and ongoing expenses. Presently, we do not generate any revenue and expect to incur significant operating and capital expenses. Management projects that we may require an additional approximately $43,~~305~~600,000 to fund our operating expenditures for the next twelve month period for the Los Amoles, ~~Jalisco, Ayones~~ and ~~Corazon,~~Jalisco ~~Mexico~~ properties. Details are as follows:

Expenditures	Amount
Mining exploration expenses	$	43,~~005~~300,000
General and administration expenses		300,000
Total	$	43,~~305~~600,000

Operating Activities

Net cash used in operating activities for the ~~six~~nine month period ended ~~May~~August 31, 2013 was $~~140~~193,000, compared with net cash used of $~~278~~380,000 for the ~~six~~nine month period ended ~~May~~August 31, 2012. This amount was primarily related to a net loss of $~~197~~297,000, offset by non-cash expenses of $5165,000.

Investing Activities

Net cash used in investing activities for the ~~six~~nine month period ended ~~May~~August 31, 2013 was $~~212~~191,000. This related to a $200,000 inpayment ~~payments~~ related to the acquisition of the Los Amoles property which closed March 15, 2013.

Financing Activities

Net cash provided by financing activities for the ~~six~~nine month period ended ~~May~~August 31, 2013 was $200,000. This is due to the issuance of demand promissory notes for $200,000 for the acquisition of the Los Amoles property which closed March 15, 2013.

We must raise additional funds or achieve profitable operations in order to continue as a going concern. We may not be successful in our efforts to raise additional funds. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our director or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all.

These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may have to curtail or cease our operations.

Our unaudited contractual cash obligations as of ~~May~~August 31, 2013 are summarized in the table below:

			Less Than						Greater Than
Contractual Cash Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years
Operating leases	$	0	$	0	$	0	$	0	$	0
Capital lease obligations		0		0		0		0		0
Note payable		200,000		200,000		0		0		0
Mining expenditures		85,~~990~~600,000		43,~~305~~300,000		12,~~985~~300,000		~~2,700,000~~0		0
Acquisitions		0		0		0		0		0
	$	95,~~190~~800,000	$	43,~~505~~500,000	$	12,~~985~~300,000	$	~~2,700,000~~0	$	0

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Critical Accounting Policies

The application of GAAP involves the exercise of varying degrees of judgment. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies (see summary of significant accounting policies more fully described in Note 2 to the financial statements set forth in this report), the following policies involve a higher degree of judgment and/or complexity:

Foreign Currency Translation

We maintain our accounting records in U.S. Dollars. Our Finder Plata records are maintained in Mexican Pesos. At the transaction date, each asset, liability, revenue and expense involving foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. Our currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk.

Mineral Properties

Mineral properties are periodically assessed for impairment of value and any diminution in value.

Stock-Based Compensation

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under FASB ASC 360, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value. As of ~~May~~August 31, 2013, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Going Concern

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended November 30, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations or for our entry into the mining exploration and development industry. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Foreign Currency Risk

We are exposed to foreign currency risks. We do not trade in hedging instruments or "other than trading" instruments.

Interest Rate Risk

We are not exposed to interest rate risks. We do not trade in hedging instruments or "other than trading" instruments and is not exposed to interest rate risks. We believe that the impact of a 10% increase or decline in interest rates would not be material to our financial condition and results of operations.

ITEM 4. CONTROLS AND PROCEDURES.

a) Evaluation of Disclosure Controls and Procedures

We conducted an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2013. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as ~~amended~~ (“Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by the company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures also include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive and principal financial officers concluded as of ~~May~~August 31, 2013 that our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses in our internal controls over financial reporting discussed immediately below.

Identified Material Weakness

A material weakness in our internal control over financial reporting is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the financial statements will not be prevented or detected.

Management identified the following material weakness during its assessment of internal controls over financial reporting:

Audit Committee: We have a board which consists of the Chief Executive Officer and we do not have an audit committee. An audit committee would improve oversight in the establishment and monitoring of required internal controls and procedures. We expect to expand the board and establish an audit committee during 2013.

b) Changes In Internal Control Over Financial Reporting

During the quarter ended ~~May~~August 31, 2013, there were no changes in our internal controls over financial reporting during this fiscal quarter that materially affected, or is reasonably likely to have a materially affect, on our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

In addition to other information in this report, the following risk factors should be carefully considered in evaluating our business because such factors may have a significant impact on our business, operating results, liquidity and financial condition. As a result of the risk factors set forth below, actual results could differ materially from those projected in any forward-looking statements. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impact our business, operating results, liquidity and financial condition. If any such risks occur, our business, operating results, liquidity and financial condition could be materially affected in an adverse manner. Under such circumstances, the trading price of our securities could decline, and you may lose all or part of your investment.

RISK FACTORS

You should carefully consider the risks described below together with all of the other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this document that are not historic facts are forward-looking statements that are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward-looking statements. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Risks Related to Our Company

Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, we may have to cease our exploration activities, lose our properties and investors could lose their entire investment.

There is no assurance that we will operate profitably or generate positive cash flow in the future. We will require additional financing in order to proceed with our exploration program. We will also require additional financing for the fees we must pay to maintain our mining option agreements and to pay the fees and expenses necessary to become and operate as a public company. We will also need more funds if the costs of the exploration of our existing projects are greater than we have anticipated. We will also require additional financing to sustain our business operations if we are not successful in earning revenues. We may not be able to obtain financing on commercially reasonable terms or terms that are acceptable to us when it is required. Our future is dependent upon our ability to obtain financing. If we do not obtain such financing, our business could fail and investors could lose their entire investment.

We have a limited operating history on which to base an evaluation of our business and prospects.

We have been in the business of exploring mineral resource properties since November 2010. As a result, we have never had any revenues from our mining operations. In addition, our operating history has been restricted to the acquisition and exploration of our mineral properties, and this does not provide a meaningful basis for an evaluation of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserves or, if they do, that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties, and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern.

We have not generated any revenue from operations since our incorporation, and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. At ~~May~~August 31, 2013, we had working capital deficit of $~~700~~95,000 and a net loss of $2,~~394~~494,000 since inception. We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. If our exploration programs are successful in discovering reserves of commercial tonnage and grade, we will require significant additional funds in order to place our properties into commercial production. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail. These circumstances led our independent registered public accounting firm, in their report dated February 7, 2013 relative to our audited financial statements for the year ended November 30, 2012, to comment about our Company’s ability to continue as a going concern. When an auditor issues a going concern opinion, the auditor has substantial doubt that the Company will continue to operate indefinitely and not go out of business and liquidate its assets. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our Company cannot continue in existence. We continue to experience net operating losses.

Our management and First Majestic have substantial influence over our company.

As of ~~April~~September 1530, 2013, Juan Miguel Ríos Gutiérrez, our CEO, either directly or indirectly, owns or controls 4.0 million shares or approximately 4.3% of our issued and outstanding common stock as of the date of this Form 10-Q.

First Majestic owns or controls 13.8 million shares as of the filing date or approximately 14.8% of our issued and outstanding common stock as of the date of this Form 10-Q. In addition, First Majestic is a major creditor of the Company. First Majestic has additional influence and control over the Company.

Mr. Gutiérrez and First Majestic, in combination with other large shareholders, could cause a change of control of our board of directors, approve or disapprove any matter requiring stockholder approval, cause, delay or prevent a change in control or sale of the Company, which in turn could adversely affect the market price of our common stock.

Economic and political developments in Mexico may adversely affect our business.

All of our operations and assets are located in Mexico. As a result, our financial condition, results of operations and business may be affected by and are subject to the general condition of the Mexican economy, the devaluation of the Mexican peso as compared to the U.S. Dollar, Mexican inflation, interest rates, regulation, taxation, social instability and other political, social and economic developments in or affecting Mexico, including changes in the laws and policies that govern foreign investment, as well as changes in United States laws and regulations relating to foreign trade and investment, over which we have no control. There can be no assurance as to the future effect of any such changes on our results of operations, financial condition, or cash flows.

Fluctuations in foreign currency rates, in particular the Mexican peso, may materially affect our results of operations.

The Company carries on its primary business activity outside of the United States. Accordingly, it is subject to the risks associated with fluctuation of the rate of exchange of other foreign currencies, in particular the Mexican peso, the currency in which much of the Company's costs are paid, and the United States dollar, the currency for calculating the Company's sales of gold and silver based on the world's commodity markets. Such currency fluctuations may materially affect the Company's financial position and results of operations.

All of our assets, our sole director and our Chief Executive Officer are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or our directors and officers.

All of our assets are located outside the United States. In addition, our sole director and Chief Executive Officer is a national and resident of a country other than the United States, and all or a substantial portion of his assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against us or our director and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under United States federal and state securities laws against us or our directors and officers.

We are subject to corporate governance and internal control reporting requirements, and our costs related to compliance with, or our failure to comply with existing and future requirements, could adversely affect our business.

We must comply with corporate governance requirements under the Sarbanes-Oxley Act of 2002 and the Dodd–Frank Wall Street Reform and Consumer Protection Act of 2010, as well as additional rules and regulations currently in place and that may be subsequently adopted by the SEC and the Public Company Accounting Oversight Board. These laws, rules, and regulations continue to evolve and may become increasingly stringent in the future. We are required to include management’s report on internal controls as part of our annual report pursuant to Section 404 of the Sarbanes-Oxley Act. We strive to continuously evaluate and improve our control structure to help ensure that we comply with Section 404 of the Sarbanes-Oxley Act. The financial cost of compliance with these laws, rules, and regulations is expected to remain substantial.

Our management has concluded that our disclosure controls and procedures were not effective due to the presence of the following material weaknesses in internal control over financial reporting:

We do not have an audit committee. An audit committee would improve oversight in the establishment and monitoring of required internal controls and procedures.

Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated. We cannot assure you that we will be able to fully comply with these laws, rules, and regulations that address corporate governance, internal control reporting, and similar matters. Failure to comply with these laws, rules and regulations could materially adversely affect our reputation, financial condition, and the value of our securities.

Our business is dependent on key executives and the loss of any of our key executives could adversely affect our business, future operations and financial condition.

We are dependent on the services of key executives, including our officers, Mark Scott and Juan Miguel Ríos Gutiérrez, and our sole director Juan Miguel Ríos Gutiérrez. Mr. Gutierrez has many years of experience and an extensive background in the mining industry in general. We may not be able to replace that experience and knowledge with other individuals. We do not have “Key-Man” life insurance policies on our key executives. Both executives work the hours required to support the Company, which has been negatively impacted as worldwide silver market has experienced a strong decline in the prices during 2013. The loss of our key executives or our inability to attract and retain additional highly skilled employees may adversely affect our business, future operations, and financial condition.

We have limited insurance.

We have limited director and officer insurance and commercial insurance policies. Any significant insurance claims would have a material adverse effect on our business, financial condition and results of operations.

Risks Associated with Mining

Our Mining Operation Agreements are critical to our operations and are subject to cancellation.

We ~~are~~also ~~a mining exploration company focused on the acquisition and development of prospective silver and gold opportunities in Mexico. We~~ have mining option agreements in in (i) the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco;. ~~(ii)~~As of September 20, 2013, we have not spent any funds on the ~~Ayones~~properties. ~~Group~~We ofare ~~Properties~~required ~~consisting~~to ofspend ~~numerous~~$3,000,000 ~~mining~~by ~~claims~~April ~~totaling~~15, 482014 ~~hectares~~to earn 50% interest in the Jalisco; Property and ~~(iii)~~an ~~the~~additional ~~five~~$2,000,000 ~~mining~~to ~~concessions~~earn an additional 20% interest by April 15, 2016 on ~~721~~exploration ~~hectares~~expenses. ~~surrounding~~An ~~the~~additional ~~Ayones~~20% ~~Group~~interest ofin ~~Properties,~~and ~~called~~to the ~~Corazon~~ Property. Wecan ~~have~~be earned by completing a ~~letter~~bankable feasibility study no later than the seventh anniversary of ~~intent~~the ~~with~~Agreement. and (ii) the ~~Liz~~Ayones ~~Property~~Group ~~located~~of inProperties ~~Ayutla,~~consisting ~~Jalisco~~of ~~State,~~numerous ~~Mexico~~mining claims totaling 48 hectares in Jalisco. WeAs previously reported, we did not pay the $175,000 due February 10, 2013 and have not paid the August 10, 2013 payment of $175,000 to IMMSA Grupo México under the August 10, 2011 Mining Option Agreement. Further, Wewe ~~are~~have ~~renegotiating~~not spent the $500,000 in exploration expenditures under the Agreement. The Company intends to renegotiate the 2011 Mining Option Agreement with IMMSA Grupo México; however, the results of such negotiations and an outcome in our favor cannot be assured.

Also, also we have five mining concessions on 721 hectares surrounding the Ayones Group of Properties, called the Corazon Property. We did not pay the $55,000 due September 5, 2013 to the eight Mexican citizens. We intend to renegotiate the 2011 Mining Option Agreement with the eight Mexican citizens; however, the results of such negotiations and an outcome in our favor cannot be assured. We have a letter of intent with the Liz Property located in Ayutla, Jalisco State, Mexico. Sonora Resources is based in Guadalupe, Zacatecas, Mexico. The Liz Agreement shall be exercised or finished on or before December 15, 2013. As of September 20, 2013, we have commenced sampling work program using external geologists and surveyors to define the potential silver and gold tailings. We spent $12,000 in 2012 and do not expect to spend any funds in 2013 to produce silver and gold at this property.

The failure to operate in accordance with the mining option agreements could result in the agreements being terminated. See Note 3 to the Consolidated Financial Statements for a discussion of these critical agreements.

Our business is extremely dependent on gold, silver, commodity prices, and currency exchange rates over which we have no control.

Our operations will be significantly affected by changes in the market price of gold, silver and other commodities since the evaluation of whether a mineral deposit is commercially viable is heavily dependent upon the market price of gold, silver and other commodities. The price of commodities also affects the value of exploration projects we own or may wish to acquire. These prices of commodities fluctuate on a daily basis and are affected by numerous factors beyond our control. The supply and demand for gold, silver and other commodities, the level of interest rates, the rate of inflation, investment decisions by large holders of these commodities, including governmental reserves, and stability of exchange rates can all cause significant fluctuations in prices. Such external economic factors are in turn influenced by changes in international investment patterns and monetary systems and political developments. The prices of commodities have fluctuated widely and future serious price declines could have a material adverse effect on our financial position or results of operations.

Because of the unique difficulties and uncertainties inherent in mineral exploration ventures, we face a high risk of business failure.

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications, and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineable mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claims. If this happens, our business will likely fail. All of our mineral properties to which we have rights are in the exploration stage. There is no assurance that we can establish the existence of any mineral resource on any of these properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

Because of the speculative nature of exploration of mineral properties, we may never discover a commercially exploitable quantity of minerals, our business may fail and investors may lose their entire investment.

We plan to conduct mineral exploration on certain mineral properties. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on these properties will establish that commercially exploitable reserves of minerals exist on these properties. Additional potential problems that may prevent us from discovering any reserves of minerals on these properties include, but are not limited to, unanticipated problems relating to exploration, environmental permitting difficulties and delays, and additional costs and expenses that may exceed current estimates. If we are unable to establish the presence of commercially exploitable reserves of minerals on these properties, our ability to fund future exploration activities will be impeded, we will not be able to operate profitably, and investors may lose all of their investment in our Company.

The nature of mineral exploration activities involves a high degree of risk and the possibility of uninsured losses that could materially and adversely affect our operations.

Exploration for minerals is highly speculative and involves greater risk than many other businesses. Many exploration programs do not result in the discovery of mineralization and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Few properties that are explored are ultimately advanced to the stage of producing mines. Our current exploration efforts are, and any future exploration, development or mining operations we may elect to conduct will be, subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as, but not limited to:

●	economically insufficient mineralized material;

●	fluctuations in production costs that may make mining uneconomical;

●	labor disputes;

●	unanticipated variations in grade and other geologic problems;

●	environmental hazards;

●	water conditions;

●	difficult surface or underground conditions;

●	industrial accidents;

●	metallurgical and other processing problems;

●	mechanical and equipment performance problems;

●	failure of pit walls or dams;

●	unusual or unexpected rock formations;

●	personal injury, fire, flooding, cave-ins, and landslides; and

●	decrease in revenues due to lower mineral prices.

Any of these risks can materially and adversely affect, among other things, the exploration of properties, production quantities and rates, costs and expenditures, and production commencement dates. We currently have no insurance to guard against any of these risks. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All of these factors may result in losses in relation to amounts spent which are not recoverable.

The potential profitability of mineral ventures depends in part upon factors beyond the control of our Company, and even if we discover and exploit mineral deposits, we may never become commercially viable and we may be forced to cease operations.

The commercial feasibility of mineral properties is dependent upon many factors beyond our control, including the existence and size of mineral deposits in the properties we explore, the proximity and capacity of processing equipment, market fluctuations of prices, taxes, royalties, land tenure, allowable production, and environmental regulation. These factors cannot be accurately predicted and any one or a combination of these factors may result in our Company not receiving an adequate return on invested capital. These factors may have material and negative effects on our financial performance and our ability to continue operations.

Mineralized material is based on interpretation and assumptions and may yield less mineral production under actual conditions than is currently estimated.

Unless otherwise indicated, mineralized material presented in our filings with securities regulatory authorities, including the SEC, press releases, and other public statements that may be made from time to time are based upon estimates made by our consultants. When making determinations about whether to advance any of our projects to development, we must rely upon such estimated calculations as to the mineralized material on our properties. Until mineralized material is actually mined and processed, it must be considered an estimate only. These estimates are imprecise and depend on geological interpretation and statistical inferences drawn from drilling and sampling analysis, which may prove to be unreliable. We cannot assure you that these mineralized material estimates will be accurate or that this mineralized material can be mined or processed profitably. Any material changes in estimates of mineralized material will affect the economic viability of placing a property into production and such property's return on capital. There can be no assurance that minerals recovered in small scale tests will be recovered at production scale. The mineralized material estimates have been determined and valued based on assumed future prices, cut-off grades, and operating costs that may prove inaccurate. Extended declines in market prices for gold and silver may render portions of our mineralized material uneconomic and adversely affect the commercial viability of one or more of our properties and could have a material adverse effect on our results of operations or financial condition.

The construction of mines is subject to all of the risks inherent in construction.

These risks include potential delays, cost overruns, shortages of material or labor, construction defects, and injuries to persons and property. While we anticipate taking all measures which we deem reasonable and prudent in connection with the construction, there is no assurance that the risks described above will not cause delays or cost overruns in connection with such construction. Any delay would postpone our anticipated receipt of revenue and adversely affect our operations. Cost overruns would likely require that we obtain additional capital in order to commence production. Any of these occurrences may adversely affect our ability to generate revenues and the price of our stock.

An adequate supply of water may not be available to undertake mining and production at our properties.

The amount of water that we are entitled to use from wells must be determined by the appropriate regulatory authorities. A determination of these rights is dependent in part on our ability to demonstrate a beneficial use for the amount of water that we intend to use. Unless we are successful in developing a property to a point where it can commence commercial production of silver, gold or other precious metals, we may not be able to demonstrate such beneficial use. Accordingly, there is no assurance that we will have access to the amount of water needed to operate a mine at our properties.

Exploration and exploitation activities are subject to comprehensive regulation which may cause substantial delays or require capital outlays in excess of those anticipated causing an adverse effect on our Company.

Exploration and exploitation activities are subject to federal, state, and local, and in some cases, foreign laws, regulations, and policies, including laws regulating the removal of natural resources from the ground and the discharge of materials into the environment. Exploration and exploitation activities are also subject to federal, state, and local, and in some cases, foreign laws and regulations which seek to maintain health and safety standards by regulating the design and use of drilling methods and equipment.

Various permits from government bodies are required for drilling operations to be conducted, and no assurance can be given that such permits will be received. Environmental and other legal standards imposed by federal, state, or local authorities may be changed and any such changes may prevent us from conducting planned activities or increase our costs of doing so, which would have material adverse effects on our business. Moreover, compliance with such laws may cause substantial delays or require capital outlays in excess of those anticipated, thus causing an adverse effect on us. Additionally, we may be subject to liability for pollution or other environmental damages which we may not be able to or elect not to insure against due to prohibitive premium costs and other reasons. Any laws, regulations, or policies of any government body or regulatory agency may be changed, applied, or interpreted in a manner which will alter and negatively affect our ability to carry on our business.

As we face intense competition in the mineral exploration industry, we will have to compete with our competitors for financing and for qualified managerial and technical employees.

Our mineral properties are in Mexico and our competition there includes large, established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may have to compete for financing and we may be unable to acquire financing on terms we consider acceptable. We may also have to compete with the other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or qualified employees, our exploration programs may be slowed down or suspended, which may cause us to cease operations as a Company.

Government regulation may adversely affect our business and planned operations.

Mineral exploration and development activities are subject to various Mexican laws governing prospecting, development, taxes, labor standards and occupational health, mine safety, toxic substances, land use, water use, land claims of local people, and other matters. We cannot assure you that new rules and regulations will not be enacted or that existing rules and regulations will not be applied in a manner which could limit or curtail our exploration or development of our properties.

The Company's mining, exploration and development projects could be adversely affected by amendments to such laws and regulations, by future laws and regulations, by more stringent enforcement of current laws and regulations, by changes in policies of México and the United States affecting foreign trade, investment, mining and repatriation of financial assets, by shifts in political attitudes in México and by exchange controls and currency fluctuations. The effect, if any, of these factors cannot be accurately predicted. Further, there can be no assurance that the Company will be able to obtain or maintain all necessary licenses and permits that may be required to carry out exploration, development and mining operations at its projects.

Our operating costs could be adversely affected by inflationary pressures especially to labor, equipment, and fuel costs.

The global economy is currently experiencing a period of high commodity prices and as a result, the mining industry is attempting to increase production at new and existing projects, while also seeking to discover, explore and develop new projects. This has caused significant upward price pressures in the costs of mineral exploration companies, especially in the areas of skilled labor and drilling equipment, both of which are in tight supply and whose costs are increasing. Continued upward price pressures in our exploration costs may have an adverse impact to our business.

We may not have sufficient funding for exploration which may impair our profitability and growth.

The capital required for exploration of mineral properties is substantial. From time to time, we will need to raise additional cash, or enter into joint venture arrangements, in order to fund the exploration activities required to determine whether mineral deposits on our projects are commercially viable. New financing or acceptable joint venture partners may or may not be available on a basis that is acceptable to us. Inability to obtain new financing or joint venture partners on acceptable terms may prohibit us from continued exploration of such mineral properties. Without successful sale or future development of our mineral properties through joint venture, we will not be able to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position and results of operations.

We have no reported mineral reserves and if we are unsuccessful in identifying mineral reserves in the future, we may not be able to realize any profit from our property interests.

We are an exploration stage company and have no reported mineral reserves. Any mineral reserves will only come from extensive additional exploration, engineering, and evaluation of existing or future mineral properties. The lack of reserves on our mineral properties could prohibit us from sale or joint venture of our mineral properties. If we are unable to sell or joint venture for development our mineral properties, we will not be able to realize any profit from our interests in such mineral properties, which could materially adversely affect our financial position or results of operations. Additionally, if we or partners to whom we may joint venture our mineral properties are unable to develop reserves on our mineral properties, we may be unable to realize any profit from our interests in such properties, which could have a material adverse effect on our financial position or results of operations.

Severe weather or violent storms could materially affect our operations due to damage or delays caused by such weather.

Our exploration activities are subject to normal seasonal weather conditions that often hamper and may temporarily prevent exploration activities. There is a risk that unexpectedly harsh weather or violent storms could affect areas where we conduct exploration activities. Delays or damage caused by severe weather could materially affect our operations or our financial position.

Estimates of mineralized materials are subject to geologic uncertainty and inherent sample variability.

Although the estimated resources at our existing properties will be delineated with appropriately spaced drilling, there is inherent variability between duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. There also may be unknown geologic details that have not been identified or correctly appreciated at the proposed level of delineation. This results in uncertainties that cannot be reasonably eliminated from the estimation process. Some of the resulting variances can have a positive effect and others can have a negative effect on mining and processing operations. Acceptance of these uncertainties is part of any mining operation.

If we establish the existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to explore and develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

Mineral exploration and development is subject to extraordinary operating risks. We do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our Company.

Mineral exploration, development and production involve many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our Company.

If our costs of exploration are greater than anticipated, then we may not be able to complete the exploration program for our properties without additional financing, of which there is no assurance that we would be able to obtain.

We ~~are~~expect ~~proceeding~~to proceed with the initial stages of exploration on our Los Amoles Property and properties in Jalisco, Mexico in 2014. Our exploration program outlines a budget for completion of the program. However, there is no assurance that our actual costs will not exceed the budgeted costs. Factors that could cause actual costs to exceed budgeted costs include increased prices due to competition for personnel and supplies during the exploration season, unanticipated problems in completing the exploration program and delays experienced in completing the exploration program. Increases in exploration costs could result in our not being able to carry out our exploration program without additional financing. There is no assurance that we would be able to obtain additional financing in this event.

Because of the speculative nature of exploration of mining properties, there is substantial risk that no commercially exploitable minerals will be found and our business will fail.

We have not commenced the initial stage of exploration of our mineral property, and thus have no way to evaluate the likelihood that we will be successful in establishing commercially exploitable reserves of gold, silver or other valuable minerals on our Los Amoles Property or properties in Jalisco, Mexico. The search for valuable minerals as a business is extremely risky. We may not find commercially exploitable reserves of gold, silver or other valuable minerals in our mineral property. Exploration for minerals is a speculative venture necessarily involving substantial risk. The expenditures to be made by us on our exploration program may not result in the discovery of commercial quantities of ore. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. In such a case, we would be unable to complete our business plan.

As we undertake exploration of our mineral property, we will be subject to compliance with government regulation that may increase the anticipated time and cost of our exploration program, which could increase our expenses.

We will be subject to the mining laws and regulations in Mexico as we carry out our exploration program. We will be required to pay mining taxes to the Mexican government. We will be required to prove our compliance with relevant Mexican environmental and workplace safety laws, regulations and standards by submitting receipts showing the purchase of equipment used for workplace safety or the prevention of pollution or the undertaking of environmental remediation projects before we are able to obtain drilling permits. If our exploration activities lead us to make a decision to go into mining production, before we initiate a major drilling program, we will have to obtain an environmental impact statement authorization. This could potentially take more than 10 months to obtain and could potentially be refused. New regulations, if any, could increase our time and costs of doing business and prevent us from carrying out our exploration program. These factors could prevent us from becoming profitable.

Because our executive officers and directors have other business interests, they may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

Juan Miguel Ríos Gutiérrez, our Chief Executive Officer and sole director of our Company, and Mark Scott, our Chief Financial Officer, each devote approximately ~~40%~~less ofthan ~~their~~full ~~working~~ time on providing management services to us. If the demands on our executive officers and sole director from their other obligations increase, they may no longer be able to devote sufficient time to the management of our business. This could negatively impact our business development.

Because we have limited staff, we need to utilize outside parties in our business operations, which could cause our business to fail.

Our President & CEO Juan Miguel Ríos Gutiérrez holds an MBA in P.Eng., Mining and Metallurgical. He has worked for twenty years in management and on projects at Peñoles, the largest mining operation in Mexico. Mr. Juan Miguel Ríos Gutiérrez was the fourth employee at First Majestic and helped build that company from a junior mining exploration company on the TSXV and NYSE to a major global silver producer. Mr. Gutierrez held the General Manager position at four of the FMSC mining units in Mexico.

Because of limited staff, we rely on outside parties in our business operations. This could negatively impact our business development.

The Company does not have a full time Chief Financial Officer and the Company’s Chief Financial Officer has commitments to Other Companies.

The Company’s Chief Financial Officer, Mark Scott, also serves as the Chief Financial Officer of three other companies. At this time, the Company does not require a full-time Chief Financial Officer but as the Company’s operations increase, it will consider retaining a full-time CFO.

Mr. Scott serves as the Chief Financial Officer of Visualant, Inc. and WestMountain Gold Inc., as well as a consulting CFO for Sonora Resources Corp. and U.S. Rare Earths, Inc. The latter two companies do not require any specific time commitment from Mr. Scott, and his work for these two companies is sporadic and on an as-needed basis. Although Mr. Scott has an employment agreement WestMountain Gold Inc. to serve as full-time CFO, he works in excess of forty hours per week on a combined basis for both WestMountain Gold and Visualant, Inc. so he is able to accommodate both companies’ needs at this time. All companies are aware of Mr. Scott’s employment by the Company and these other companies do not rely on Mr. Scott to identify or secure funding sources for their operations. If, however, the needs of the Company or any of the other three companies should change in the future requiring Mr. Scott to devote more time and/or requiring him to assist with identifying or securing funding sources, it could create material conflicts regarding the decisions he must make in allocating his time and the funding sources he might identify among the companies who employ him, which could have a material adverse effect on our business.

Risks Related to Our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share. Our Board of Directors may choose to issue some or all of such shares to acquire one or more companies or properties and to fund our overhead and general operating requirements. The issuance of any such shares may reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently quoted on the OTC Bulletin Board, relatively few of our shares have been purchased or sold on that market. Even when a more active market is established, trading through the OTC Bulletin Board is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay cash dividends on any investment in the shares of stock of our Company.

We have never paid any cash dividends and currently do not intend to pay any cash dividends for the foreseeable future. Because we do not intend to declare cash dividends, any gain on an investment in our Company will need to come through an increase in the stock's price. This may never happen and investors may lose all of their investment in our Company.

Our stock is categorized as a penny stock. Trading of our stock may be restricted by the SEC's penny stock regulations which may limit a shareholder's ability to buy and sell our stock.

Our stock is categorized as a penny stock. The SEC has adopted Rule 15g-9 which generally defines "penny stock" to be any equity security that has a market price (as defined) less than US$ 5.00 per share or an exercise price of less than US$ 5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and accredited investors. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a shareholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~All~~There ofwere ~~the~~no ~~following~~unregistered ~~private~~sales ~~placements~~ of ~~Company~~equity securities ~~were~~by ~~conducted under~~ the ~~exemption~~Company ~~from~~during ~~registration as provided under Section 4(2) of~~ the ~~Securities~~three ~~Act~~months ofended ~~1933~~August ~~(and also qualified for exemption under 4(5)~~31, ~~formerly 4(6) of the Securities Act of 1933, as noted below)~~2013. All of the shares issued were issued in private placements not involving a public offering, are considered to be “restricted stock” as defined in Rule 144 promulgated under the Securities Act of 1933 and stock certificates issued with respect thereto bear legends to that effect.

On March 15, 2013, we issued 1,000,000 shares of restricted common stock to Yale Resources Ltd related to an Asset Purchase Agreement dated February 15, 2013. The stock was valued at $0.14 per share for a total value of $140,000. The shares do not have registration rights. A notice filing under Regulation D was filed with the SEC on April 4, 2013 with regard to this stock issuance.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

No.		Description
10.1		Promissory Note dated March 15, 2013 by and between Sonora Resources Corp. and First Majestic Silver Corp. (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. (1)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. (2)
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. (1)
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes Oxley Act of 2002. (2)
32.1		Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.1		Certification by the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
32.2		Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (1)
32.2		Certification by the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. (2)
101		Interactive data files pursuant to Rule 405 of Regulation S-T. (3)

~~(1)~~101 ~~Attached~~Interactive asdata anfiles ~~exhibit~~pursuant to ~~the~~Rule ~~Company’s~~405 ~~Form~~of ~~8-K~~Regulation ~~dated March 15, 2013 and filed with the SEC on March 20, 2013~~S-T. (2)

(21) Filed herewith.

(32) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

3132

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Sonora Resources Corp. (the "Registrant") has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

		SONORA RESOURCES CORP.
		(Registrant)
Date: July 22, 2013
Date: October 14, 2013
	By:	/s/ Juan Miguel Ríos Gutiérrez
		Juan Miguel Ríos Gutiérrez
		Chief Executive Officer, President, and Secretary
		Chief Executive Officer, President, Management Director and Secretary
		(Principal Executive Officer)

Date: July 22, 2013	By:	/s/ Juan Miguel Ríos Gutiérrez
Date: October 14, 2013	By:	/s/ Mark Scott
		Juan Miguel Ríos Gutiérrez
		Mark Scott
		Management Director
		Chief Financial Officer
		( Principal Financial and Accounting Officer)

Date: July 22, 2013	By:	/s/ Mark Scott
		Mark Scott
		Chief Financial Officer
		( Principal Financial and Accounting Officer)

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