UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	Quarterly report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended August 31, 2013.
	For the quarterly period ended May 31, 2014.
[ ]	Transition report pursuant Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from ___________ to __________.

000-50738

(Commission file number)

[amcor10q_053114apg2002.gif]

AMERICAN CORDILLERA MINING CORPORATION

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


Nevada	91-1959986
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

1314 S. Grand Blvd, Ste. 2-250, Spokane, WA 99202

(Address of principal executive offices)

(509) 744-8590

(Registrant’s telephone number)

______________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive DataFile required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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. (Check one):


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ]	Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

As of ~~October~~July 21, ~~2013~~2014, there were 89,882,679 shares of the registrant’s common stock outstanding.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION		3
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1733
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2138
Item 4.	Controls and Procedures	2138
PART II – OTHER INFORMATION		2239
Item 1.	Legal Proceedings	2239
Item 1A.	Risk Factors	2239
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2239
Item 3.	Defaults Upon Senior Securities	2239
Item 4.	Mine Safety Disclosure [Not Applicable]	2239
Item 5.	Other Information	2239
Item 6.	Exhibits	2339
SIGNATURES		2440

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PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

AMERICAN CORDILLERA MINING CORPORATION

~~INDEX~~MAY TO31, ~~FINANCIAL~~2014 ~~STATEMENTS~~AND 2013

~~AUGUST~~INDEX ~~31,~~TO ~~2013~~CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets as of August 31, 2013 and December 31, 2012	4
Consolidated Balance Sheets at May 31, 2014 (Unaudited) and November 30, 2013	4
Consolidated Statements of Operations and Other Comprehensive Income for the Three Months Ended August 31, 2013 and August 31, 2012, and the Eight Months Ended August 31,
Consolidated Statements of Operations for the Six Months and Three Months Ended May 31, 2014, for the Five Months and Two Months Ended May 31, 2013, and for the Period from March 30, 2012 (inception) through May 31, 2014 (Unaudited)	5
2013 and August 31, 2012, and the period from December 28, 2012 through August 31, 2013	5
Consolidated Statements of Cash Flows for the Six Months Ended May 31, 2014, for the Five Months Ended May 31, 2014, and for the Period from March 30, 2012(inception) through May 31, 2014 (Unaudited)	6
Consolidated Statements of Cash Flows for the Eight Months Ended August 31, 2013
Notes to the Consolidated Financial Statements (Unaudited)	7
and August 31, 2012, and the period from December 28, 2012 through August 31, 2013	6
Notes to Consolidated Financial Statements	7

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AMERICAN CORDILLERA MINING CORPORATION
American Cordillera Mining Corporation
AN EXPLORATION STAGE COMPANY
Consolidated Balance Sheets
CONSOLIDATED BALANCE SHEETS
						May 31, 2014		November 30, 2013
				August 31, 2013	December 31, 2012
						(Unaudited)
ASSETS				~~(unaudited)~~
	CURRENT ASSETS
		Cash		~~$ 20,991~~	~~$ 10,051~~	$	3,527	$	138
		Prepaid expenses		3,482	4,382
		Marketable securities					155,458		40,000
			Total Current Assets	24,473	14,433
		Prepaid professional fees					5,000		-
	Mineral rights			494,564	484,564
			Total current assets				163,985		40,138
	Investments			87,500	-
	Mineral rights						287,064		422,064
	TOTAL ASSETS			~~$ 606,537~~	~~$ 498,997~~	$	451,049	$	462,202
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable		~~$ 74,893~~	~~$ 30,226~~	$	55,716	$	78,838
		Convertible notes payable		35,500	10,500
		Accrued expenses					2,958		1,299
		Notes payable		-	4,000
		Convertible notes payable					15,500		15,500
			Total Current Liabilities	110,393	44,726
		Convertible note payable - related party					20,000		20,000
	TOTAL LIABILITIES			110,393	44,726
		Notes payable					2,800		2,500
	COMMITMENTS AND CONTINGENCIES			-	-
		Note payable - related party					12,500		-
	STOCKHOLDERS' EQUITY (DEFICIT)
			Total current liabilities				109,474		118,137
		Preferred stock, 10,000,000 shares authorized, $0.001 par value; no shares issued and outstanding		-	-
			Total liabilities				109,474		118,137
		Common stock, 200,000,000 shares authorized, $0.001 par value; 89,782,679 and 88,742,679 shares issued and outstanding, respectively		89,783	88,743
	COMMITMENTS AND CONTINGENCIES
		Additional paid-in capital		4,383,670	4,333,799
	STOCKHOLDERS' EQUITY
		Accumulated other comprehensive income		87,500	-
		Preferred stock par value $0.001: 10,000,000 shares authorized;
		Accumulated deficit prior to exploration stage		(462,504)	(462,504)
			none issued or outstanding				-		-
		Accumulated deficit during the exploration stage		(3,602,305)	(3,505,767)
		Common stock par value $0.001: 200,000,000 shares authorized;
			Total Stockholders' Equity (Deficit)	496,144	454,271
			89,882,679 shares issued and outstanding				89,883		89,883
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)			$ 606,537	$ 498,997
		Additional paid-in capital					495,359		495,359
The accompanying notes are an integral part of these financial statements.
		Accumulated deficit					(224,125)		(221,177)
		Accumulated other comprehensive income (loss)
			Foreign currency translation gain (loss)				(13,042)		-
			Change in unrealized gain (loss) on marketable securities				(6,500)		(20,000)
			Total Stockholders' Equity				341,575		344,065
	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY					$	451,049	$	462,202
See accompanying notes to the consolidated financial statements.

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AMERICAN CORDILLERA MINING CORPORATION
American Cordillera Mining Corporation
AN EXPLORATION STAGE COMPANY
Consolidated Statements of Operations and Comprehensive Income (Loss)
CONSOLIDATED STATEMENTS OF OPERATIONSAND OTHER COMPREHENSIVE INCOME
(Unaudited)
(unaudited)
						For the Six Months			For the Three Months		For the Five Months		For the Two Months
								For the Period from
						Ended			Ended		Ended		Ended
								December 28, 2012
						May 31, 2014			May 31, 2014		May 31, 2013		May 31, 2013
			3 Months Ended		8 Months Ended			through
											(Restated)		(Restated)
			August 31, 2013	August 31, 2012	August 31, 2013	August 31, 2012		August 31, 2013
Revenue
REVENUES			$ -	$ -	$ -	$ -		$ -
	Revenue from sale of metal bearing concentrate					$	-		$	-	$	-	$	-
EXPENSES
	Royalty revenue						40,000			40,000		30,000		30,000
	Marketing		-	175	-	777		-
		Total revenue					40,000			40,000		30,000		30,000
	Rent		1,200	900	2,700	2,700		2,700
Cost of revenue
	General and administrative		3,248	398	9,885	3,055		9,893
	Cost of revenue						7,522			7,320		14,283		14,283
	Professional fees		16,090	19,552	123,756	55,186		126,015
		Total cost of revenue					7,522			7,320		14,283		14,283
	Land consulting		-	-	-	31,259		-
Gross Margin							32,478			32,680		15,717		15,717
		TOTAL EXPENSES	20,538	21,025	136,341	92,977		138,608
Operating expenses
LOSS FROM OPERATIONS			(20,538)	(21,025)	(136,341)	(92,977)		(138,608)
	Professional fees						28,875			27,678		98,570		71,772
OTHER INCOME (EXPENSE)
	General and administrative						4,893			4,677		2,950		1,441
	Interest income		-	5,495	-	10,497		-
		Total operating expenses					33,768			32,355		101,520		73,213
	Other income		-	-	40,589	-		40,589
Income (loss) from operations							(1,290)			325		(85,803)		(57,496)
	Interest expense		(428)	(6,967)	(786)	(13,547)		(786)
Other (income) expenses
	Loss on impairment		-	-	-	-		(3,503,500)
	Interest expense						1,229			777		-		-
		TOTAL OTHER INCOME (EXPENSE)	(428)	(1,472)	39,803	(3,050)		(3,463,697)
	Interest expense - related party						429			-		358		358
INCOME (LOSS) BEFORE INCOME TAXES			(20,967)	(22,497)	(96,538)	(96,027)		(3,602,305)
	Interest income						-			-		3,089		3,089
INCOME TAXES			-	-	-	-		-
	Other (income) expense						-			-		(3,089)		(3,089)
NET INCOME (LOSS)			(20,967)	(22,497)	(96,538)	(96,027)		(3,602,305)
		Other (income) expenses, net					1,658			777		358		358
OTHER COMPREHENSIVE INCOME
Loss before income tax provision							(2,948)			(452)		(86,161)		(57,854)
	Unrealized gain on investments		87,500	-	87,500	-		87,500
Income tax provision							-			-		-		-
		TOTAL COMPREHENSIVE INCOME (LOSS)	$ 66,534	$ -	$ (9,038)	$ -		$ 3,514,805
Net loss							(2,948)			(452)		(86,161)		(57,854)
	NET LOSS PER COMMON SHARE,
Other comprehensive income (loss)
		BASIC AND DILUTED	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.02)
	Foreign currency translation gain (loss)						(13,042)			(4,471)		-		-
	WEIGHTED AVERAGE NUMBER OF
	Unrealized gain (loss) of marketable securities						13,500			(51,500)		-		-
		COMMON STOCK SHARES
Comprehensive income (loss)						$	(2,490)		$	(56,423)	$	(86,161)	$	(57,854)
		OUTSTANDING, BASIC AND DILUTED	89,495,866	6,151,111	89,319,332	6,054,532
Net loss per common share
The accompanying notes are an integral part of these financial statements
	- Basic and diluted					$	(0.00)		$	(0.00)	$	(0.00)	$	(0.00)
Weighted average common shares outstanding
	- Basic and diluted						89,882,679			89,882,679		89,201,346		89,388,833
See accompanying notes to the consolidated financial statements.

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AMERICAN CORDILLERA MINING CORPORATION
American Cordillera Mining Corporation
AN EXPLORATION STAGE COMPANY
Consolidated Statements of Cash Flows
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(unaudited)
						For the Six Months		For the Five Months
					For the Period from
						Ended		Ended
					December 28, 2012
						May 31, 2014		May 31, 2013
			8 Months Ended		through
								(Restated)
			August 31, 2013	August 31, 2012	August 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss					$	(2,948)	$	(86,161)
	Net loss		$ (96,538)	$ (96,027)	$ (3,602,305)
	Adjustments to reconcile net loss to net cash used in operating activities:
	Loss on impairment		-		3,503,500
	Changes in operating assets and liabilities:
	Non-cash reduction in expenses		(3,089)	-	(3,089)
		Prepaid expenses					(5,000)		900
	Adjustments to reconcile net loss to net cash used by operations:
		Accounts payable					(23,122)		40,419
		Decrease (increase) in interest receivable	-	(10,496)	-
		Accrued expenses					1,659		-
		Increase (decrease) in accrued expenses	-	(6,000)	-
		Net cash used in operating activities					(29,411)		(44,842)
		Increase (decrease) in accounts payable	43,881	20,920	46,140
CASH FLOWS FROM INVESTING ACTIVITIES
		Increase (decrease) in prepaid expenses	900	-	900
	Purchase of mineral rights						-		(10,000)
		Increase (decrease) in interest payable	786	13,547	786
	Return of investment in mineral rights						20,000		7,500
Net cash used by operating activities			(54,060)	(78,056)	(54,068)
		Net cash provided by (used in) investing activities					20,000		(2,500)
CASH FLOWS FROM INVESTING ACTIVITIES
CASH FLOWS FROM FINANCING ACTIVITIES
	Purchase of mineral rights		(10,000)	-	(10,000)
	Proceeds from convertible notes payable						-		8,500
	Increase in receivable		-	(135,000)	-
	Repayments of convertible notes payable						-		(3,000)
Net cash used by investing activities			(10,000)	(135,000)	(10,000)
	Proceeds from notes payable						300		(4,500)
CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from notes payable - related party						20,000		-
	Proceeds from sale of common stock		54,000	71,000	54,000
	Repayments of notes payable - related party						(7,500)		-
	Proceeds from convertible notes payable		28,000	149,000	38,000
	Proceeds from sale of common stock						-		37,000
	Payment of note payable		(7,000)	(20,000)	(7,000)
		Net cash provided by financing activities					12,800		38,000
Net cash provided by financing activities			75,000	200,000	85,000
NET CHANGE IN CASH							3,389		(9,342)
NET INCREASE (DECREASE) IN CASH			10,940	(13,056)	20,932
CASH, BEGINNING OF REPORTING PERIOD							138		10,051
CASH, BEGINNING OF PERIOD			10,051	15,040	59
CASH, END OF REPORTING PERIOD						$	3,527	$	709
CASH, END OF PERIOD			$ 20,991	$ 1,984	$ 20,991
SUPPLEMENTAL CASH FLOW DISCLOSURES:
NON-CASH INVESTING AND FINANCING ACTIVITES
	Interest paid					$	-	$	-
	Shares issued for mineral rights		$ -	$ -	$ 3,575,000
	Income tax paid					$	-	$	-
SUPPLEMENTAL CASH FLOW DISCLOSURES:
NON-CASH INVESTING AND FINANCING ACTIVITES
	Interest paid		$ -	$ -	$ -
	Securities received as a return of investment in mineral rights					$	115,000	$	60,000
	Income taxes paid		$ -	$ -	$ -
See accompanying notes to the consolidated financial statements.
The accompanying notes are an integral part of these financial statements.

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~~AMERICAN~~American ~~CORDILLERA~~Cordillera ~~MINING~~Mining ~~CORP.~~Corporation

(An Exploration Stage Company)

Notes to the ~~Consolidated~~ Financial Statements

~~August~~May 31, 2014 and 2013

~~NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS~~(Unaudited)

~~American~~Note ~~Cordillera~~1 ~~Mining~~- ~~Corporation~~Organization ~~(formally APD Antiquities, Inc.,~~ and hereinafter “AMCOR” or “the Company”) was incorporated on July 23, 1996 under the laws of the State of Nevada for the purpose of acquiring, importing, marketing, and selling valuable antiquity and art items of Asian origin.Operations

~~The~~GCJ, ~~Company is an exploration stage company in the mineral industry~~Inc. ~~The~~ ~~Company~~(formerly isChad ~~locating~~Guidry, ~~exploring, acquiring and developing mineral properties~~Inc. ~~Our business operations are currently limited to mineral exploration/development of selected properties in North America. The Company will continue with this segment of its business plan.~~)

~~The~~GCJ, ~~Company~~Inc. ~~maintains~~(formerly ~~its~~Chad ~~corporate office in Spokane~~Guidry, ~~Washington~~Inc. ~~The~~) ~~Company’s 2012 fiscal year end~~ was ~~December~~incorporated ~~31,~~under ~~however~~ the ~~2013~~laws ~~fiscal~~of ~~year~~the ~~has~~State ~~been~~of ~~changed~~Nevada toon ~~November~~March ~~30th~~30, ~~and~~2004 ~~the~~as ~~Company~~a ~~filed~~blank ~~its~~check ~~transitional~~company. GCJ, ~~first~~Inc. ~~quarter~~was asinactive ofprior ~~the~~to ~~two~~merging ~~months~~with ~~ended~~and ~~February~~into 28APD Antiquities, ~~2013~~Inc.

~~NOTE~~American 2Cordillera –Mining ~~SUMMARY~~Corporation OF(formally ~~SIGNIFICANT~~APD ~~ACCOUNTING~~Antiquities, ~~POLICIES~~Inc.) and Plan of Merger

~~This~~APD ~~summary~~Antiquities, ofInc. ~~significant~~(“APD”) ~~accounting~~was ~~policies~~incorporated under the laws of the ~~Company~~State isof ~~presented~~Nevada on July 23, 1996. On December 27, 2004, APD and GCJ, Inc. entered into to ~~assist~~an inAcquisition ~~understanding~~Agreement and Plan of Merger, whereby APD acquired all of the ~~financial~~outstanding ~~statements~~shares of common stock of GCJ from its sole stockholder in exchange for $3,600 and GCJ, Inc. ~~The~~was ~~financial~~merged ~~statements~~with and ~~notes~~into ~~are representations~~APD with APD as the surviving company. Pursuant to Rule 12g-3(g) of the ~~Company’s~~General ~~management~~Rules and Regulations of the Securities and Exchange Commission, ~~which~~APD is ~~responsible~~the successor issuer to GCJ for ~~their~~reporting ~~integrity~~purposes ~~and~~under ~~objectivity~~the Securities Exchange Act of 1934, as amended (the "Act"). The purpose of this transaction was for APD to succeed the registration status of GCJ under the Exchange Act pursuant to Rule 12g-3.

~~Exploration~~APD ~~Stage~~Antiquities, ~~Company~~Inc. engaged in acquiring, importing, marketing, and selling valuable antiquity and art items of Asian origin.

~~The~~On ~~accompanying~~October ~~financial~~17, ~~statements~~2011, ~~have~~upon ~~been~~written ~~prepared~~consent inof ~~accordance~~the ~~with~~majority ~~generally~~of ~~accepted~~the ~~accounting~~Company’s ~~principles~~Board ~~related~~of toDirectors, ~~exploration~~dated ~~stage~~October ~~companies.~~14, An2011, ~~exploration-stage~~the ~~company~~majority isshareholders ~~one~~of inthe ~~which~~Company, ~~planned~~adopted ~~principal~~and ~~operations~~implemented ~~have~~a ~~not~~name ~~commenced~~change orfrom ifAPD ~~its~~Antiquities, ~~operations~~Inc. ~~have~~to ~~commenced,~~American ~~there~~Cordillera ~~has~~Mining ~~been~~Corporation no(“AMCOR” ~~significant~~or ~~revenues~~“the ~~there~~Company”) ~~from~~to reflect its intended acquisition of Northern Adventures, Inc. ~~The~~, ~~Company~~effective ~~has~~upon ~~recognized~~the ~~that~~filing itof ~~has~~the ~~entered~~Certificate of Amendment to the ~~exploration~~Articles ~~stage~~of Incorporation with the ~~acquisition~~Secretary of the ~~mineral~~State ~~properties~~of onthe ~~December~~State ~~28,~~of ~~2012~~Nevada ason ~~described~~December in12, ~~Note 4~~2012.

~~Basis~~The Company discontinued its prior antiquity business upon consummation of ~~Presentation~~the asset purchase agreement (“Asset Purchase Agreement”) with Northern Adventures, Inc. and all of the shareholders of Northern Adventures, Inc. on December 28, 2012.

~~These~~Northern unaudited interim consolidated financial statements of the Company and its subsidiaries have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Such rules and regulations allow the omission of certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the United States of AmericaAdventures, ~~so long as such omissions do not render the financial statements misleading~~Inc.

InNorthern ~~the opinion of management~~Adventures, ~~these~~Inc. ~~financial~~(“NAI”) ~~statements~~was ~~reflect~~incorporated ~~all~~on ~~adjustments~~March ~~that~~30, ~~are~~2012 ~~necessary~~under ~~for~~the alaws ~~fair statement~~ of the ~~results~~State ~~for the periods presented. All adjustments were~~ of ~~a normal recurring nature~~Nevada. ~~These~~NAI ~~interim~~engages ~~financial statements should be read~~ in ~~conjunction~~mining ~~with~~exploration ~~the annual financial statements of the Company included~~ in ~~its~~North ~~2012 Annual Report on Form 10-K~~America.

~~Consolidation~~Acquisition ~~Policy~~of Northern Adventures, Inc. Treated as a Reverse Acquisition

~~The~~On ~~Company~~December 28, 2012 (the "Closing Date"), an asset purchase agreement (“Asset Purchase Agreement”) was executed, by and ~~its~~among AMCOR, AMCOR Exploration, Inc. (a wholly owned subsidiary, of AMCOR) ~~Exploration~~and Northern Adventures, Inc. ~~are~~(“NAI”). In ~~presented~~consideration asfor ~~part~~the acquisition of all of the ~~consolidated~~mining ~~financial~~assets ~~statements~~that comprise the “Northern Adventures, Inc.” business (the “NAI Mining Assets”), AMCOR (i) exchanged debt owed by NAI in the amount of $382,500 and accrued interest in the amount of $30,564 through November 30, 2012, and (ii) issued 71,500,000 shares of AMCOR restricted common stock, valued at par value $0.001 or $71,500, to NAI, which was subsequently transferred to NAI shareholders. Pursuant to the terms and conditions of the Asset Purchase Agreement, the Company acquired all ~~material~~of ~~inter~~NAI’s mining assets made up of the following nine projects which will be owned outright by the Company or controlled pursuant to mineral lease agreements or options to acquire leases: 1) an agreement to explore and acquire the Bayhorse silver mine consisting of 3 patented and 21 unpatented claims located in Baker County, Oregon; 2) a lease agreement pertaining to 37 unpatented mining claims located on Quartz Creek, in Mineral County, Montana; 3) a lease agreement pertaining to 58 unpatented mining claims located Trout Creek, in Mineral County, Montana; 4) a lease agreement pertaining to 18 unpatented mining claims referred to as the Vienna prospect locate in Shoshone County, Idaho; 5) a lease agreement pertaining to the Monitor-~~company~~Richmond ~~transactions~~and ~~have~~Copper ~~been~~Age ~~eliminated~~mines consisting of a total of 20 unpatented mining claims located in Shoshone County, Idaho; 6) the ~~presentation~~option to acquire ten leases granted by the State of Washington covering 4,664 acres of state mineral leases and 27 unpatented mining claims known as the ~~financial~~Torada ~~statements~~Creek Project in the Bodie Mining District in Okanogan County, Washington; 7) acquisition agreements pertaining to 15 unpatented mining claims located in Stevens County, Washington referred to as the Box Group; 8) acquisition agreements pertaining to 15 unpatented mining claims located in Stevens County, Washington referred to as the McKinley-McNally Property; and 9) directly owned all right, title, and claim to 26 unpatented claims commonly known as the North Moccasin Project or Plum Claims located in Fergus County, Montana.

Accounting Method

The Company’s financial statements are prepared using the accrual method of accounting.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a remaining maturity of three months or less to be cash equivalents.

- 7 -

Immediately following the consummation of the Asset Purchase Agreement: (i) the former security holders of Northern Adventures, Inc. common stock had an approximate 80.6% voting interest in the Company and the Company stockholders retained an approximate 19.4% voting interest, (ii) the former board of directors and executive management team of Northern Adventures, Inc. remained as the only continuing board of directors and executive management team for the Company, and (iii) the Company’s ongoing operations consisted solely of the ongoing operations of Northern Adventures, Inc. Based primarily on these factors, for financial statement reporting purposes, the Acquisition was accounted for as a reverse acquisition and a recapitalization, the merger between the Company and NAI has been treated as a reverse acquisition with NAI deemed the accounting acquirer and the Company deemed the accounting acquiree under the acquisition method of accounting in accordance with Section 805-10-55 of the FASB Accounting Standards Codification. The reverse acquisition is deemed a capital transaction and the net assets of NAI (the accounting acquirer) are carried forward to the Company (the legal acquirer and the reporting entity) at their carrying value before the acquisition. The acquisition process utilizes the capital structure of the Company and the assets and liabilities of NAI which are recorded at their historical costs. The equity of the Company is the historical equity of NAI retroactively restated to reflect the number of shares issued by the Company in the transaction. As a result, these financial statements reflect the historical results of Northern Adventures, Inc. prior to the Acquisition, and the combined results of the Company following the Acquisition.

Note 2 – Significant and Critical Accounting Policies and Practices

The Management of the Company is responsible for the selection and use of appropriate accounting policies and the appropriateness of accounting policies and their application. Critical accounting policies and practices are those that are both most important to the portrayal of the Company’s financial condition and results and require management’s most difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that are inherently uncertain. The Company’s significant and critical accounting policies and practices are disclosed below as required by generally accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying unaudited interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 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 unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results for the full year. These unaudited interim consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the transitional period ended November 30, 2013 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 28, 2014.

Fiscal Year End

On December 31, 2012, the Board of Directors of the Company (the “Board”) approved a change in the Company’s fiscal year end from December 31 to November 30.

Exploration Stage Company

The Company has established the existence of mineralized material; however, it has not established proven or probable reserves, as defined by the United States Securities and Exchange Commission (the “SEC”) under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study for mineralized material. As a result, the Company remains in the Exploration Stage as defined under Industry Guide 7, and will continue to remain in the Exploration Stage until such time proven or probable reserves have been established.

The Company is considered an exploration stage company. The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. Upon adoption, the Company no longer presents or discloses inception-to-date information and other remaining disclosure requirements of Topic 915.

Use of Estimates and Assumptions and Critical Accounting Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date(s) of the financial statements and the reported amounts of revenues and expenses during the reporting period(s).

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Critical accounting estimates are estimates for which (a) the nature of the estimate is material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change and (b) the impact of the estimate on financial condition or operating performance is material. The Company’s critical accounting estimates and assumptions affecting the financial statements were:

(i)

Assumption as a going concern: Management assumes that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

(ii)

Fair value of long-lived assets: Fair value is generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives. The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

(iii)

Valuation allowance for deferred tax assets: Management assumes that the realization of the Company’s net deferred tax assets resulting from its net operating loss (“NOL”) carry–forwards for Federal income tax purposes that may be offset against future taxable income was not considered more likely than not and accordingly, the potential tax benefits of the net loss carry-forwards are offset by a full valuation allowance. Management made this assumption based on (a) the Company has incurred recurring losses, (b) general economic conditions, and (c) its ability to raise additional funds to support its daily operations by way of a public or private offering, among other factors.

These significant accounting estimates or assumptions bear the risk of change due to the fact that there are uncertainties attached to these estimates or assumptions, and certain estimates or assumptions are difficult to measure or value.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The Company applies the guidance of Topic 810 “Consolidation” of the FASB Accounting Standards Codification ("ASC") to determine whether and how to consolidate another entity. Pursuant to ASC Paragraph 810-10-15-10 all majority-owned subsidiaries—all entities in which a parent has a controlling financial interest—shall be consolidated except (1) when control does not rest with the parent, the majority owner; (2) if the parent is a broker-dealer within the scope of Topic 940 and control is likely to be temporary; (3) consolidation by an investment company within the scope of Topic 946 of a non-investment-company investee. Pursuant to ASC Paragraph 810-10-15-8 the usual condition for a controlling financial interest is ownership of a majority voting interest, and, therefore, as a general rule ownership by one reporting entity, directly or indirectly, of more than 50 percent of the outstanding voting shares of another entity is a condition pointing toward consolidation. The power to control may also exist with a lesser percentage of ownership, for example, by contract, lease, agreement with other stockholders, or by court decree. The Company consolidates all less-than-majority-owned subsidiaries, if any, in which the parent’s power to control exists.

The Company's consolidated subsidiaries and/or entities are as follows:


Name of consolidated subsidiary or entity	State or other jurisdiction of incorporation or organization	Date of incorporation or formation (date of acquisition, if applicable)	Attributable interest

Northern Adventures, Inc. (“NAI”)	The State of Nevada	March 30, 2012	100%

American Cordillera Mining Corp.	The State of Nevada	July 23, 1996 (December 28, 2012)	100%

The consolidated financial statements include all accounts of NAI as of reporting period end date and for the reporting periods then ended.

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All inter-company balances and transactions have been eliminated.

Fair Value of Financial Instruments

The Company’s ~~financial~~follows ~~instruments~~paragraph ~~as defined in Topic~~ 825-10-50-10 inof the FASB Accounting Standards Codification ~~(ASC~~for ~~825)~~disclosures ~~include~~about ~~cash~~fair ~~and~~value ~~cash~~of ~~equivalents,~~its ~~deposits~~financial instruments and ~~prepaid~~has ~~expenses,~~adopted ~~investments~~paragraph ~~in available~~820-~~for~~10-~~sale~~35-37 ~~securities,~~of ~~accounts~~the ~~payable~~FASB ~~and~~Accounting ~~short-term~~Standards ~~borrowings. All~~Codification ~~instruments~~(“Paragraph ~~other~~820-10-35-37”) ~~than~~to measure the ~~investments~~fair invalue ~~available~~of its financial instruments. Paragraph 820-~~for~~10-~~sale~~35-37 ~~securities~~establishes ~~are~~a ~~accounted~~framework for onmeasuring anfair ~~historical~~value ~~cost~~in ~~basis,~~accounting ~~which,~~principles ~~due~~generally toaccepted in the ~~short~~United ~~maturity~~States of ~~these~~America ~~financial~~(U.S. ~~instruments~~GAAP), ~~approximates~~and expands disclosures about fair value atmeasurements. ~~the~~To ~~reporting~~increase ~~dates. Investments~~consistency and comparability in ~~available-for-sale~~fair ~~securities~~value ~~are~~measurements ~~recorded~~and atrelated disclosures, Paragraph 820-10-35-37 establishes a fair value athierarchy which prioritizes the ~~reporting~~inputs ~~dates~~to invaluation ~~accordance~~techniques ~~with~~used ~~ASC~~to ~~Topic~~measure ~~825~~fair value into three (3) broad levels. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Fair Value Measurements


Level 1		Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Level 2		Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3		Pricing inputs that are generally observable inputs and not corroborated by market data.

~~Topic~~Financial ~~820~~assets inare ~~the~~considered ~~Accounting~~Level ~~Standards~~3 ~~Codification~~when ~~(ASC~~their ~~820) defines~~ fair ~~value,~~values ~~establishes~~are adetermined ~~framework~~using ~~for~~pricing ~~measuring~~models, ~~fair~~discounted ~~value~~cash inflow ~~generally~~methodologies ~~accepted~~or ~~accounting~~similar ~~principles~~techniques and ~~expands disclosures about fair value measurements. ASC 820 applies whenever other standards require (or permit) assets or liabilities to be measured~~ at ~~fair~~least ~~value~~one ~~but~~significant ~~does~~model ~~not~~assumption expand the use of fair value in any new circumstances. In this standard, the FASB clarifies the principle that fair value should be based on the assumptions market participants would use when pricing the asset or ~~liability. In~~input ~~support of this principle, ASC 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy~~ is ~~as follows:~~unobservable.

~~Level~~The 1fair ~~inputs~~value —hierarchy ~~Unadjusted~~gives the highest priority to quoted ~~process~~prices (unadjusted) in active markets for identical assets or liabilities ~~that~~and the ~~entity~~lowest ~~has~~priority to unobservable inputs. If the ~~ability~~inputs used to ~~access~~measure atthe financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level input that is significant to the fair value measurement ~~date~~of the instrument.

~~Level~~The 2carrying ~~inputs~~amounts —of ~~Inputs other than quoted prices included in Level 1 that are observable for~~ the ~~asset~~Company’s orfinancial ~~liability, either directly or indirectly. These might include quoted prices for similar~~ assets and liabilities, insuch ~~active~~as ~~markets~~cash, ~~and~~prepaid ~~inputs~~expenses, ~~other~~accounts ~~than~~payable, ~~quoted~~and ~~prices~~accrued ~~that are observable for the asset or liability~~expenses, ~~such~~approximate astheir ~~interest~~fair ~~rates~~values ~~and~~because ~~yield~~of ~~curves~~the ~~that~~short ~~are~~maturity ~~observable~~of atthese ~~commonly quoted intervals~~instruments.

~~Level~~The 3Company’s ~~inputs~~convertible —notes ~~Unobservable~~payable ~~inputs~~and ~~for~~notes ~~determining~~payable approximate the fair ~~values~~value of ~~assets~~such orinstruments ~~liabilities~~based ~~that~~upon ~~reflect an entity~~management’s ~~own~~best ~~assumptions~~estimate ~~about~~of ~~the~~interest ~~assumptions~~rates that ~~market participants~~ would ~~use~~be inavailable ~~pricing~~to the ~~assets~~Company orfor ~~liabilities~~similar financial arrangements at February 28, 2014 and November 30, 2013.

~~Commitments~~Transactions ~~and~~involving ~~contingencies~~related parties cannot be presumed to be carried out on an arm's-length basis, as the requisite conditions of competitive, free-market dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm's-length transactions unless such representations can be substantiated.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 1 Financial Assets – Marketable Securities

The Company uses Level 1 of the fair value hierarchy to measure the fair value of the marketable securities and marks the available for sale marketable securities at fair value in the statement of financial position at each balance sheet date and reports the unrealized holding gains and losses for available-for-sale securities in other comprehensive income (loss), until realized, provided the unrealized holding gains and losses is temporary. If the fair value of an investment is less than its cost basis at the balance sheet date of the reporting period for which impairment is assessed, and it is determined that the impairment is other than temporary, then an impairment loss is recognized in earnings equal to the entire difference between the investment’s cost and its fair value at the balance sheet date of the reporting period.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph 360-10-35-17 of the FASB Accounting Standards Codification for its long-lived assets. The Company’s long-lived assets, which include mineral rights, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

The Company assesses the recoverability of its long-lived assets by comparing the projected undiscounted net cash flows associated with the related long-lived asset or group of long-lived assets over their remaining estimated useful lives against their respective carrying amounts. Impairment, if any, is based on the excess of the carrying amount over the fair value of those assets. Fair value is

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generally determined using the asset’s expected future discounted cash flows or market value, if readily determinable. If long-lived assets are determined to be recoverable, but the newly determined remaining estimated useful lives are shorter than originally estimated, the net book values of the long-lived assets are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important indicators that may trigger an impairment review: (i) significant under-performance or losses of assets relative to expected historical or projected future operating results; (ii) significant changes in the manner or use of assets or in the Company’s overall strategy with respect to the manner or use of the acquired assets or changes in the Company’s overall business strategy; (iii) significant negative industry or economic trends; (iv) increased competitive pressures; (v) a significant decline in the Company’s stock price for a sustained period of time; and (vi) regulatory changes. The Company evaluates acquired assets for potential impairment indicators at least annually and more frequently upon the occurrence of such events.

The impairment charges, if any, is included in operating expenses in the accompanying statements of operations.

Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents.

Marketable Debt and Equity Securities, Available for Sale

The Company accounts for marketable debt and equity securities, available for sale, in accordance with sub-topic 320-10 of the FASB Accounting Standards Codification (“Sub-topic 320-10”).

Pursuant to Paragraph 320-10-35-1, investments in debt securities that are classified as available for sale and equity securities that have readily determinable fair values that are classified as available for sale shall be measured subsequently at fair value in the consolidated balance sheets at each balance sheet date. Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets) shall be excluded from earnings and reported in other comprehensive income until realized except an available-for-sale security that is designated as being hedged in a fair value hedge, from which all or a portion of the unrealized holding gain and loss of shall be recognized in earnings during the period of the hedge, pursuant to paragraphs 815-25-35-1 through 815-25-35-4.

The Company follows Paragraphs 320-10-35-17 through 320-10-35-34E and assess whether an investment is impaired in each reporting period. An investment is impaired if the fair value of the investment is less than its cost. Impairment indicators include, but are not limited to the following: a. a significant deterioration in the earnings performance, credit rating, asset quality, or business prospects of the investee; b. a significant adverse change in the regulatory, economic, or technological environment of the investee; c. a significant adverse change in the general market condition of either the geographic area or the industry in which the investee operates; d. a bona fide offer to purchase (whether solicited or unsolicited), an offer by the investee to sell, or a completed auction process for the same or similar security for an amount less than the cost of the investment; e. factors that raise significant concerns about the investee's ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies, or noncompliance with statutory capital requirements or debt covenants. If the fair value of an investment is less than its cost basis at the balance sheet date of the reporting period for which impairment is assessed, the impairment is either temporary or other than temporary. Pursuant to Paragraph 320-10-35-34, if it is determined that the impairment is other than temporary, then an impairment loss shall be recognized in earnings equal to the entire difference between the investment’s cost and its fair value at the balance sheet date of the reporting period for which the assessment is made. The measurement of the impairment shall not include partial recoveries after the balance sheet date. The fair value of the investment would then become the new basis of the investment and shall not be adjusted for subsequent recoveries in fair value. For presentation purpose, the entity shall present the total other-than-temporary impairment in the statement of earnings with an offset for the amount of the total other-than-temporary impairment that is recognized in other comprehensive income, in accordance with paragraph 320-10-35-34D, if any, pursuant to Paragraph 320-10-45-8A; and separately present, in the financial statement in which the components of accumulated other comprehensive income are reported, amounts recognized therein related to held-to-maturity and available-for-sale debt securities for which a portion of an other-than-temporary impairment has been recognized in earnings pursuant to Paragraph 320-10-45-9A. Pursuant to Paragraphs 320-10-35-36 and 37 the entire change in the fair value of foreign-currency-denominated available-for-sale debt securities shall be reported in other comprehensive income and An entity holding a foreign-currency-denominated available-for-sale debt security is required to consider, among other things, changes in market interest rates and foreign exchange rates since acquisition in determining whether an other-than-temporary impairment has occurred. Pursuant to FASB ASC Paragraph 320-10-50-2, the entity shall disclose all of the following by major security type as of each date for which a statement of financial position is presented: a. cost basis (net of amortization of debt discount for debt securities), aggregate fair value, total other-than-temporary impairment recognized in accumulated other comprehensive income; b. Total gains for securities with net gains in accumulated other comprehensive income; c. Total losses for securities with net losses in accumulated other comprehensive income; and d. Information about the contractual maturities of those securities as of the date of the most recent statement of financial position presented.

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Mineral Rights/Properties

The Company follows Section 930 of the FASB Accounting Standards Codification for its mineral properties. Costs of acquisition and option costs of mineral rights/properties are capitalized upon acquisition pending determination of whether the drilling or lab testing has found proven reserves, as defined by the SEC under Industry Guide 7, through the completion of a “final” or “bankable” feasibility study. If a mineral ore body is discovered, capitalized costs will be amortized on a unit-of-production basis following the commencement of production. Otherwise, capitalized acquisition costs are expensed when it is determined that the mineral property has no future economic value. General exploration costs and costs to maintain rights and leases, including rights of access to lands for geophysical work and salaries, equipment, and supplies for geologists and geophysical crews are expensed as incurred. When it is determined that a mining deposit can be economically and legally extracted or produced based on established proven and probable reserves, further exploration costs and development costs as well as interest costs relating to exploration and development projects that require greater than six (6) months to be readied for their intended use, incurred after such determination, will be capitalized. The establishment of proven and probable reserves is based on results of final feasibility studies which indicate whether a property is economically feasible. Upon commencement of commercial production, capitalized costs will be transferred to the appropriate asset categories and amortized on a unit-of-production basis. Where proven and probable reserves have not been established, such capitalized expenditures are depleted over the estimated production life, upon commencement of extraction, using the straight-line method. Capitalized costs, net of salvage values, relating to a deposit which is abandoned or considered uneconomic for the foreseeable future will be written off. The sale of a partial interest in a proved property is accounted for as a cost recovery and no gain or loss is recognized as long as this treatment does not significantly affect the unit-of-production amortization rate. A gain or loss will be recognized for all other sales of proved properties and will be classified in other operating revenues. Maintenance and repairs are charged to expense, and renewals and betterments are capitalized to the appropriate property and equipment accounts.

The provision for depreciation, depletion and amortization (“DD&A”) of mineral properties will be calculated on a property-by-property basis using the unit-of-production method. Taken into consideration in the calculation of DD&A are estimated future dismantlement, restoration and abandonment costs, which are net of estimated salvage values. Upon becoming fully amortized, the related cost and accumulated amortization are removed from the accounts.

To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all general exploration costs, if any, are being expensed.

Mineral Exploration and Mine Development Costs

All mineral exploration and pre-extraction expenditures are expensed as incurred until such time the Company exits the Exploration Stage by establishing proven or probable reserves. Mine development costs incurred to develop mineral deposits, to expand the capacity of mines or to develop mine areas substantially in advance of production are capitalized once proven and probable reserves exist, and the property is determined to be a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. If the Company does not continue with exploration after the completion of the feasibility study, the cost of mineral rights will be expensed at that time. Costs of abandoned projects, including related property and equipment costs, are charged to mining costs.

Restoration Costs (Asset Retirement and Environmental Obligations)

Various federal and state mining laws and regulations require the Company to reclaim the surface areas and restore underground water quality for its mine projects to the pre-existing mine area average quality after the completion of mining.

In accordance with ASC 410, Asset Retirement and Environmental Obligations, the Company capitalizes the measured fair value of asset retirement and environmental obligations to mineral rights and properties. ASC 410 requires the Company to record a liability for the present value of the estimated future site restoration and environmental remediation costs with corresponding increase to the carrying amount of the related mineral rights and properties. The asset retirement and environmental obligations are accreted to an undiscounted value until the time at which they are expected to be settled. The accretion expense is charged to earnings and the actual retirement costs are recorded against the asset retirement obligations when incurred. Any difference between the recorded asset retirement obligations and the actual retirement costs incurred will be recorded as a gain or loss in the period of settlement.

Environmental expenditures that relate to ongoing environmental and reclamation programs will be charged against statements of operations as incurred or capitalized and amortized depending upon their future economic benefits. Future site restoration and environmental remediation costs, which include extraction equipment removal, site restoration and environmental remediation, are accrued at the end of each reporting period based on management's best estimate of the costs expected to be incurred for each project. Such estimates are determined by the Company's engineering studies which consider the costs of future surface and groundwater activities, current regulations, actual expenses incurred, and technology and industry standards.

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On a quarterly basis, the Company reviews the assumptions used to estimate the expected cash flows required to settle the asset retirement obligations, including changes in estimated probabilities, amounts and timing of the settlement of the asset retirement and environmental obligations, as well as changes in the legal obligation requirements at each of its mineral projects. Changes in any one or more of these assumptions may cause revision of asset retirement obligations for the corresponding assets.

Related Parties

The Company follows subtopic 850-10 of the FASB Accounting Standards Codification for the identification of related parties and disclosure of related party transactions.

Pursuant to Section 850-10-20 the related parties include a. affiliates of the Company; b. entities for which investments in their equity securities would be required, absent the election of the fair value option under the Fair Value Option Subsection of Section 825–10–15, to be accounted for by the equity method by the investing entity; c. trusts for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; d. principal owners of the Company; e. management of the Company; f. other parties with which the Company may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests; and g. other parties that can significantly influence the management or operating policies of the transacting parties or that have an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests.

The financial statements shall include disclosures of material related party transactions, other than compensation arrangements, expense allowances, and other similar items in the ordinary course of business. However, disclosure of transactions that are eliminated in the preparation of consolidated or combined financial statements is not required in those statements. The disclosures shall include: a. the nature of the relationship(s) involved; b. a description of the transactions, including transactions to which no amounts or nominal amounts were ascribed, for each of the periods for which income statements are presented, and such other information deemed necessary to an understanding of the effects of the transactions on the financial statements; c. the dollar amounts of transactions for each of the periods for which income statements are presented and the effects of any change in the method of establishing the terms from that used in the preceding period; and d. amounts due from or to related parties as of the date of each balance sheet presented and, if not otherwise apparent, the terms and manner of settlement.

Commitments and Contingencies

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or un-asserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or un-asserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s financial statements. If the assessment indicates that a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. Management does not believe, based upon information available at this time, that these matters will have a material adverse effect on the Company’s financial position, results of operations or cash flows. However, there is no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows.

The Company follows subtopic 450-20 of the FASB Accounting Standards Codification to report accounting for contingencies. Liabilities for loss contingencies arising from claims, assessments, litigation, fines and penalties and other sources are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.

~~Investments~~Foreign Currency Transactions

The Company ~~determines~~applies the ~~appropriate~~guidelines ~~classification~~as ofset ~~marketable~~out ~~securities~~in atSection ~~the~~830-20-35 ~~time~~ of ~~acquisition~~the ~~and~~FASB ~~reevaluates~~Accounting ~~this~~Standards ~~designation~~Codification as(“Section of830-20-35”) ~~each~~for ~~balance~~foreign ~~sheet~~currency ~~date~~transactions. ~~The~~Pursuant ~~Company classifies these securities as either held-~~to~~-maturity,~~ ~~trading,~~Section ~~or available~~830-~~for~~20-~~sale. All~~35 ~~marketable~~of ~~securities~~the ~~and~~FASB ~~restricted~~Accounting ~~investments~~Standards ~~were~~Codification, ~~classified~~foreign ascurrency ~~available-for-sale~~transactions ~~securities. The~~are ~~Company~~transactions ~~classifies~~denominated ~~its~~in ~~investments~~currencies asother ~~"available~~than ~~for~~U.S. ~~sale"~~Dollar, ~~because~~the itCompany’s ~~does~~reporting ~~not~~currency ~~intend~~or toCanadian ~~actively~~Dollar, ~~buy~~the ~~and~~Company’s ~~sell~~operating ~~for~~functional ~~short-term profits~~currency. ~~The~~Foreign ~~Company's~~currency ~~investments~~transactions ~~are~~may ~~subject~~produce toreceivables ~~market~~or ~~risk,~~payables ~~primarily~~that ~~interest~~are ~~rate~~fixed ~~and~~in ~~credit~~terms ~~risk. The~~of ~~fair~~the ~~value~~amount of ~~investments~~foreign iscurrency ~~determined~~that ~~using~~will ~~observable~~be received or ~~quoted~~paid. A ~~market~~change ~~prices~~in ~~for~~exchange ~~those~~rates ~~securities.~~between the

~~Available~~-~~for-sale~~ ~~securities~~13 are carried at fair value, with unrealized gains and losses included as a component of accumulated other comprehensive income (loss). Realized gains and losses, declines in value judged to be other than temporary and interest on available-~~for-sale securities are included in net income. The cost of securities sold is based on the specific identification method.~~

~~Income~~functional ~~taxes~~currency and the currency in which a transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. That increase or decrease in expected functional currency cash flows is a foreign currency transaction gain or loss that generally shall be included in determining net income for the period in which the exchange rate changes. Likewise, a transaction gain or loss (measured from the transaction date or the most recent intervening balance sheet date, whichever is later) realized upon settlement of a foreign currency transaction generally shall be included in determining net income for the period in which the transaction is settled. The exceptions to this requirement for inclusion in net income of transaction gains and losses pertain to certain intercompany transactions and to transactions that are designated as, and effective as, economic hedges of net investments and foreign currency commitments. Pursuant to Section 830-20-25 of the FASB Accounting Standards Codification, the following shall apply to all foreign currency transactions of an enterprise and its investees: (a) at the date the transaction is recognized, each asset, liability, revenue, expense, gain, or loss arising from the transaction shall be measured and recorded in the functional currency of the recording entity by use of the exchange rate in effect at that date as defined in section 830-10-20 of the FASB Accounting Standards Codification; and (b) at each balance sheet date, recorded balances that are denominated in currencies other than the functional currency or reporting currency of the recording entity shall be adjusted to reflect the current exchange rate.

The Company accounts for income taxes under paragraph 740-10-30-2 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

The Company adopted section 740-10-25 of the FASB Accounting Standards Codification (“Section 740-10-25”). Section 740-10-25 addresses the determination of whether tax benefits claimed or expected to be claimed on a tax

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return should be recorded in the financial statements. Under Section 740-10-25, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Section 740-10-25 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of Section 740-10-25.

Net income (loss) per common share

Net income (loss) per common share is computed pursuant to paragraph of 260-10-45-10 of the FASB Accounting Standards Codification. Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during each period. Diluted net income (loss) per share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants. There were no potentially dilutive shares outstanding as of August 31, 2013 and August 31, 2012.

Use of Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities known to exist as of the date the financial statements are published, and the reported amounts of revenues and expenses during the reporting period. Uncertainties with respect to such estimates and assumptions are inherent in the preparation of the Company’s financial statements; accordingly, it is possible that the actual results could differ from these estimates and assumptions, which could have a material effect on the reported amounts of AMCOR’s financial position and results of operations.

Revenue Recognition

AsThe anCompany ~~exploration~~follows ~~stage~~paragraph ~~company,~~605-10-S99-1 of the ~~Company’s~~FASB ~~revenue~~Accounting ~~from~~Standards ~~operations~~Codification isfor ~~referred~~revenue torecognition. The asCompany ~~income~~will ~~earned~~recognize ~~during~~revenue ~~the~~when ~~exploration~~it ~~stage. Revenue~~ is ~~recognized~~realized ~~when~~or ~~title~~realizable and ~~risk~~earned. The ofCompany ~~ownership~~considers ofrevenue ~~metals~~realized or ~~metal~~realizable ~~bearing~~and ~~concentrate~~earned ~~have~~when ~~passed~~all ~~and~~of ~~collection~~the isfollowing ~~reasonably~~criteria ~~assured.~~are ~~Revenue~~met: ~~from~~(i) ~~the~~persuasive ~~sale~~evidence of ~~metals~~an ~~may~~arrangement beexists, ~~subject~~(ii) tothe ~~adjustment~~product ~~upon~~has ~~final~~been ~~settlement~~shipped ofor ~~estimated~~the ~~metal~~services ~~prices,~~have ~~weights~~been ~~and~~rendered ~~assays~~to the customer, ~~and~~(iii) ~~are~~the ~~recorded~~sales asprice ~~adjustments~~is tofixed ~~revenue~~or indeterminable, ~~the~~and ~~period~~(iv) ofcollectability ~~final~~is ~~settlement~~reasonably ofassured. In ~~prices,~~addition ~~weights~~to ~~and~~the ~~assays;~~aforementioned ~~such~~general ~~adjustments~~policy, the following are ~~typically~~the ~~not~~specific ~~material~~revenue inrecognition ~~relation~~policies tofor ~~the~~each ~~initial~~major ~~invoice~~category ~~amounts.~~of revenue:

~~Stock-Based Compensation~~(i)

~~Stock-~~Sale of metals or metal bearing concentrate: The Company will derive its revenue from sales contracts with customers with revenues being generated upon the shipment of merchandise. Persuasive evidence of an arrangement will be demonstrated via sales invoice or contract; product delivery is evidenced by warehouse shipping log as well as a signed bill of lading from the vessel or rail company and title transfers upon shipment, based ~~compensation~~on free on board (“FOB”) warehouse terms; the sales price to the customer is ~~accounted~~fixed ~~for~~upon atacceptance ~~fair~~of ~~value~~the insigned ~~accordance~~purchase ~~with~~order ~~ASC~~or ~~Topic~~contract ~~718~~and there is no separate sales rebate, discount, or volume incentive. ToRevenue ~~date~~from the sale of metals or metal bearing concentrate may be subject to adjustment upon final settlement of estimated metal or metal bearing concentrate prices, weights and assays, and are recorded as adjustments to revenue in the ~~Company~~period ~~has~~of ~~adopted~~final asettlement ~~stock~~of ~~option~~prices, ~~plan~~weights ~~but~~and ~~has~~assays; such adjustments are typically not ~~granted~~material ~~any~~in ~~stock~~relation ~~options~~to the initial invoice amounts.

~~Mining Properties, Land and Water Rights~~(ii)

~~Costs~~Mineral ofproduction ~~acquiring~~royalty: The ~~and~~Company ~~developing~~derives ~~mining~~its ~~properties,~~mineral ~~land~~production ~~and~~royalty ~~water~~from ~~rights~~joint ~~are~~venture ~~capitalized~~arrangements aswith ~~appropriate~~regard ~~by project area. Exploration and related costs and costs~~ to ~~maintain~~the ~~mining~~exploration ~~properties,~~of ~~land~~mineral ~~and water~~ rights ~~are expensed as incurred while~~ the ~~property~~Company isowns inor ~~the~~has ~~exploration~~under ~~and~~its ~~evaluation stage~~control. ~~Development~~ ~~and~~The ~~related~~Company ~~costs~~recognizes ~~and~~(i) ~~costs~~annual toadvance ~~maintain~~minimum ~~mining~~royalty ~~properties,~~payments ~~land and water rights are capitalized~~ as ~~incurred~~revenue ~~while the property is~~ in the ~~development~~period ~~stage. When~~when areceived ~~property~~and ~~reaches~~(ii) ~~the~~mineral production ~~stage,~~royalty ~~the~~as ~~related~~revenue ~~capitalized~~in ~~costs are amortized using~~ the ~~units-of-production~~period ~~basis~~when ~~over~~earned ~~proven~~based ~~and~~on ~~probable~~monthly ~~reserves.~~or ~~Mining~~quarterly ~~properties,~~production ~~land~~report ~~and~~from ~~water~~joint ~~rights~~venturers ~~are~~provided ~~periodically assessed for impairment of value, and any subsequent losses are charged to operations at~~ the ~~time~~collectability of ~~impairment. If~~mineral aproduction ~~property~~royalty is ~~abandoned~~reasonable ~~or sold, a gain or loss is recognized and included in the consolidated statement of operations~~assured. ~~See Note 4.~~

~~Mineral~~Shipping ~~Exploration~~ and ~~Development~~Handling Costs

~~All~~The ~~exploration~~Company ~~expenditures~~accounts ~~are expensed as incurred. Significant property acquisition payments~~ for ~~active~~shipping ~~exploration~~and ~~properties~~handling ~~are~~fees ~~capitalized. If~~in noaccordance ~~economic~~with ~~ore~~paragraph ~~body~~605-45-45-19 isof ~~discovered, previously capitalized costs are expensed in~~ the ~~period~~FASB ~~the~~Accounting ~~property~~Standards ~~is abandoned~~Codification. ~~Expenditures~~While toamounts ~~develop~~charged ~~new mines,~~ to ~~define~~customers ~~further~~for ~~mineralization~~shipping inproducts ~~existing~~are ~~ore~~included ~~bodies~~in revenues, ~~and to expand~~ the ~~capacity~~related ofcosts ~~operating mines,~~ are ~~capitalized~~classified ~~and~~in ~~amortized~~cost ~~on a units-~~of~~-production~~ ~~basis~~goods ~~over~~sold ~~proven~~as ~~and probable reserves~~incurred.

~~Should~~Stock-Based aCompensation ~~property~~for beObtaining ~~abandoned,~~Employee its capitalized costs are charged to operations. The Company charges to the consolidated statement of operations the allocable portion of capitalized costs attributable to properties sold. Capitalized costs are allocated to properties sold based on the proportion of claims sold to the claims remaining within the project area.Services

The Company accounts for its stock based compensation in which the Company obtains employee services in share-based 9payment transactions under the recognition and measurement principles of the fair value recognition provisions of section 718-10-30 of the FASB Accounting Standards Codification. Pursuant to paragraph 718-10-30-6 of the FASB Accounting Standards Codification, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

~~Reclassification~~- 14 -

~~Certain~~The ~~amounts~~fair invalue ~~the~~of ~~prior~~share ~~period~~options ~~financial~~and ~~statements~~similar ~~have~~instruments ~~been~~is ~~reclassified~~estimated toon ~~conform~~the todate ~~the~~of ~~current~~grant ~~period~~using ~~presentation~~a Black-Scholes option-pricing valuation model. ~~These~~The ~~reclassifications~~ranges ~~had~~of noassumptions ~~effect~~for oninputs ~~reported~~are ~~losses.~~as follows:

~~Recent~~· Expected term of share options and similar instruments: The expected life of options and similar instruments represents the period of time the option and/or warrant are expected to be outstanding. Pursuant to Paragraph 718-10-50-2(f)(2)(i) of the FASB Accounting ~~Pronouncements~~Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and employees’ expected exercise and post-vesting employment termination behavior into the fair value (or calculated value) of the instruments. Pursuant to paragraph 718-10-S99-1, it may be appropriate to use the simplified method, i.e., expected term = ((vesting term + original contractual term) / 2), if (i) A company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term due to the limited period of time its equity shares have been publicly traded; (ii) A company significantly changes the terms of its share option grants or the types of employees that receive share option grants such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term; or (iii) A company has or expects to have significant structural changes in its business such that its historical exercise data may no longer provide a reasonable basis upon which to estimate expected term. The Company uses the simplified method to calculate expected term of share options and similar instruments as the company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term. · Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market. · Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments. · Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

~~Management~~The ~~has~~Company’s ~~considered~~policy ~~all~~is ~~recent~~to ~~accounting~~recognize ~~pronouncements,~~compensation ~~and~~cost nofor ~~pronouncements~~awards ~~were~~with ~~determined~~only toservice ~~have~~conditions and a ~~significant~~graded ~~impact~~vesting schedule on ~~the~~a ~~financial~~straight-line ~~statements~~basis ~~that~~over ~~have~~the ~~not~~requisite ~~been~~service ~~disclosed~~period infor ~~prior~~the ~~reporting~~entire ~~periods~~award.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services

The Company accounts for equity instruments issued to parties other than employees for acquiring goods or services under guidance of Sub-topic 505-50 of the FASB Accounting Standards Codification (“Sub-topic 505-50”).

Pursuant to ASC Section 505-50-30, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. The measurement date used to determine the fair value of the equity instrument issued is the earlier of the date on which the performance is complete or the date on which it is probable that performance will occur. If the Company is a newly formed corporation or shares of the Company are thinly traded the use of share prices established in the Company’s most recent private placement memorandum (“PPM”), or weekly or monthly price observations would generally be more appropriate than the use of daily price observations as such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.

The fair value of share options and similar instruments is estimated on the date of grant using a Black-Scholes option-pricing valuation model. The ranges of assumptions for inputs are as follows:

- 15 -


·	Expected term of share options and similar instruments: Pursuant to Paragraph 718-10-50-2 of the FASB Accounting Standards Codification the expected term of share options and similar instruments represents the period of time the options and similar instruments are expected to be outstanding taking into consideration of the contractual term of the instruments and holder’s expected exercise behavior into the fair value (or calculated value) of the instruments. The Company uses historical data to estimate holder’s expected exercise behavior. If the Company is a newly formed corporation or shares of the Company are thinly traded the contractual term of the share options and similar instruments is used as the expected term of share options and similar instruments as the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate expected term.
·	Expected volatility of the entity’s shares and the method used to estimate it. Pursuant to ASC Paragraph 718-10-50-2(f)(2)(ii) a thinly-traded or nonpublic entity that uses the calculated value method shall disclose the reasons why it is not practicable for the Company to estimate the expected volatility of its share price, the appropriate industry sector index that it has selected, the reasons for selecting that particular index, and how it has calculated historical volatility using that index. The Company uses the average historical volatility of the comparable companies over the expected contractual life of the share options or similar instruments as its expected volatility. If shares of a company are thinly traded the use of weekly or monthly price observations would generally be more appropriate than the use of daily price observations as the volatility calculation using daily observations for such shares could be artificially inflated due to a larger spread between the bid and asked quotes and lack of consistent trading in the market.
·	Expected annual rate of quarterly dividends. An entity that uses a method that employs different dividend rates during the contractual term shall disclose the range of expected dividends used and the weighted-average expected dividends. The expected dividend yield is based on the Company’s current dividend yield as the best estimate of projected dividend yield for periods within the expected term of the share options and similar instruments.
·	Risk-free rate(s). An entity that uses a method that employs different risk-free rates shall disclose the range of risk-free rates used. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for periods within the expected term of the share options and similar instruments.

Pursuant to Paragraphs 505-50-25-8 and 505-50-25-9, an entity may grant fully vested, non-forfeitable equity instruments that are exercisable by the grantee only after a specified period of time if the terms of the agreement provide for earlier exercisability if the grantee achieves specified performance conditions. Any measured cost of the transaction shall be recognized in the same period(s) and in the same manner as if the entity had paid cash for the goods or services or used cash rebates as a sales discount instead of paying with, or using, the equity instruments. A recognized asset, expense, or sales discount shall not be reversed if a share option and similar instrument that the counterparty has the right to exercise expires unexercised.

Pursuant to ASC paragraph 505-50-30-S99-1, if the Company receives a right to receive future services in exchange for unvested, forfeitable equity instruments, those equity instruments are treated as unissued for accounting purposes until the future services are received (that is, the instruments are not considered issued until they vest). Consequently, there would be no recognition at the measurement date and no entry should be recorded.

Income Tax Provision

The Company follows paragraph 740-10-30-2 of the FASB Accounting Standards Codification, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax

- 16 -

returns. Under this method, deferred tax assets and liabilities are based on the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the Statements of Operations in the period that includes the enactment date.

The Company adopted the provisions of paragraph 740-10-25-13 of the FASB Accounting Standards Codification. Paragraph 740-10-25-13.addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under paragraph 740-10-25-13, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent (50%) likelihood of being realized upon ultimate settlement. Paragraph 740-10-25-13 also provides guidance on de-recognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures. The Company had no material adjustments to its liabilities for unrecognized income tax benefits according to the provisions of paragraph 740-10-25-13.

The estimated future tax effects of temporary differences between the tax basis of assets and liabilities are reported in the accompanying consolidated balance sheets, as well as tax credit carry-backs and carry-forwards. The Company periodically reviews the recoverability of deferred tax assets recorded on its consolidated balance sheets and provides valuation allowances as management deems necessary.

Management makes judgments as to the interpretation of the tax laws that might be challenged upon an audit and cause changes to previous estimates of tax liability. In addition, the Company operates within multiple taxing jurisdictions and is subject to audit in these jurisdictions. In management’s opinion, adequate provisions for income taxes have been made for all years. If actual taxable income by tax jurisdiction varies from estimates, additional allowances or reversals of reserves may be necessary.

Uncertain Tax Positions

The Company did not take any uncertain tax positions and had no adjustments to its income tax liabilities or benefits pursuant to the provisions of Section 740-10-25 for the reporting period ended May 31, 2014 or 2013.

Limitation on Utilization of NOLs due to Change in Control

Pursuant to the Internal Revenue Code Section 382 (“Section 382”), certain ownership changes may subject the NOL’s to annual limitations which could reduce or defer the NOL. Section 382 imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change.” In general terms, an ownership change may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. In the event of an ownership change, utilization of the NOLs would be subject to an annual limitation under Section 382 determined by multiplying the value of its stock at the time of the ownership change by the applicable long-term tax-exempt rate. Any unused annual limitation may be carried over to later years. The imposition of this limitation on its ability to use the NOLs to offset future taxable income could cause the Company to pay U.S. federal income taxes earlier than if such limitation were not in effect and could cause such NOLs to expire unused, reducing or eliminating the benefit of such NOLs.

Net Income (Loss) per Common Share

Net income (loss) per common share is computed pursuant to paragraph of 260-10-45-10 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and potentially outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through stock options and warrants.

The following table shows the potentially outstanding dilutive common shares excluded from the diluted net income (loss) per common share calculation as they were anti-dilutive:

- 17 -


	Potentially Outstanding Dilutive Common Shares

	For the Reporting Period Ended May 31 , 2014		For the Reporting Period Ended May 31, 2013

Convertible Note Shares

Potential outstanding dilutive common shares from the conversion of the principal amount of convertible notes payable convertible to common shares at $0.05 per share		710,000		310,000

Potential outstanding dilutive common shares from the conversion of the accrued interest of convertible notes payable convertible to common shares at $0.05 per share		49,329		7,170

Sub-total Convertible Note Shares		759,329		317,170

Total potentially outstanding dilutive common shares		759,329		317,170

Cash Flows Reporting

The Company has adopted paragraph 230-10-45-24 of the FASB Accounting Standards Codification for cash flows reporting, classifies cash receipts and payments according to whether they stem from operating, investing, or financing activities and provides definitions of each category, and uses the indirect or reconciliation method (“Indirect method”) as defined by paragraph 230-10-45-24 of the FASB Accounting Standards Codification to report net cash flow from operating activities by adjusting net income to reconcile it to net cash flow from operating activities by removing the effects of (a) all deferrals of past operating cash receipts and payments and all accruals of expected future operating cash receipts and payments and (b) all items that are included in net income that do not affect operating cash receipts and payments.

Subsequent events

The Company follows the guidance in Section 855-10-50 of the FASB Accounting Standards Codification for the disclosure of subsequent events. The Company will ~~disclose~~evaluate ~~the~~subsequent ~~date~~events through ~~which~~the ~~subsequent~~date ~~events~~when ~~have~~the financial ~~been~~statements ~~evaluated~~were ~~and~~issued. Pursuant ~~that~~to ~~date~~ASU is2010-09 of the ~~date~~FASB ~~when~~Accounting Standards Codification, the Company as an SEC filer considers its financial statements ~~were~~ issued when they are widely distributed to users, such as through filing them on EDGAR.

~~NOTE~~Recently 3Issued –Accounting ~~GOING CONCERN~~Pronouncements

AsIn ~~reflected~~April in2014, the ~~accompanying~~FASB ~~financial~~issued ~~statements,~~ASU ~~the~~No. ~~Company~~2014-08, ~~had~~Presentation anof ~~accumulated~~Financial ~~deficit~~Statements of(Topic ~~$4,064,809~~205) atand ~~August 31~~Property, ~~2013~~Plant, and ~~had~~Equipment a(Topic ~~net~~360): ~~loss~~Reporting ofDiscontinued ~~$96,538~~Operations and ~~net~~Disclosures ~~cash~~of ~~used~~Disposals inof ~~operating~~Components ~~activities~~ of ~~$54,060~~an ~~for~~Entity. ~~the~~The ~~eight~~amendments ~~months~~in ~~ended~~this ~~August~~Update ~~31,~~change ~~2013. These~~the ~~facts~~requirements ~~raise~~for ~~substantial~~reporting ~~doubt~~discontinued ~~about~~operations ~~the~~in ~~company~~Subtopic ~~continuing as a going concern~~205-20.

~~While~~Under the ~~Company~~new isguidance, ~~attempting~~a todiscontinued ~~generate~~operation ~~sufficient~~is ~~revenues,~~defined ~~the~~as ~~Company’s~~a ~~cash~~disposal ~~position~~of ~~may~~a ~~not~~component beor ~~sufficient~~group ~~enough~~of tocomponents ~~support~~that ~~the~~is ~~Company’s~~disposed ~~daily~~of ~~operations. Management~~or ~~intends~~is toclassified ~~raise~~as ~~additional~~held ~~funds~~for bysale ~~way~~and of“represents a ~~public~~strategic orshift ~~private offering. Management believes~~ that ~~the~~has ~~actions~~(or ~~presently~~will ~~being~~have) ~~taken~~a tomajor ~~further~~effect ~~implement~~on ~~its~~an ~~business~~entity’s ~~plan~~operations and ~~generate~~financial ~~sufficient~~results.” ~~revenues~~The ~~provide~~ASU ~~the~~states ~~opportunity~~that ~~for~~a ~~the~~strategic ~~Company~~shift tocould ~~continue~~include as a ~~going~~disposal ~~concern. While~~of ~~the~~(i) ~~Company~~a ~~believes~~major ingeographical ~~the~~area ~~viability~~ of ~~its~~operations, ~~strategy~~(ii) toa ~~generate~~major ~~sufficient~~line ~~revenues~~of ~~and~~business, in(iii) ~~its~~a ~~ability~~major toequity ~~raise~~method ~~additional funds~~investment, ~~there~~or ~~can~~(iv) beother nomajor ~~assurances~~parts toof ~~that~~an ~~effect~~entity. ~~The~~ ~~ability~~Although of“major” ~~the Company to continue as a going concern~~ is ~~dependent~~not ~~upon~~defined, the ~~Company’s~~standard ~~ability~~provides toexamples ~~further~~of ~~implement~~when ~~its~~a ~~business~~disposal ~~plan~~qualifies ~~and~~as ~~generate~~a ~~sufficient~~discontinued ~~revenues~~operation.

The ~~financial~~ASU ~~statements~~also dorequires ~~not~~additional ~~include~~disclosures ~~any~~about ~~adjustments~~discontinued operations that ~~might~~will beprovide ~~necessary~~more ifinformation about the ~~Company~~assets, isliabilities, ~~unable~~income toand ~~continue~~expenses asof discontinued operations. In addition, the ASU requires disclosure of the pre-tax profit or loss attributable to a ~~going~~disposal ~~concern~~of an individually significant component of an entity that does not qualify for discontinued operations presentation in the financial statements.

~~NOTE~~The 4ASU –is ~~MINERAL~~effective ~~PROPERTY~~for ~~ACQUISITION~~public business entities for annual periods beginning on or after December 15, 2014, and interim periods within those years.

~~Pursuant~~In toJune ~~the execution of the Asset Purchase Agreement on December 28~~2014, ~~2012,~~ the ~~Company~~FASB ~~acquired~~issued ~~certain~~ASU ~~mineral~~No. properties and interests made up of the following nine projects which will be owned outright by our company or controlled pursuant to mineral lease agreements or options to acquire leases: 1) an agreement to explore and acquire the Bayhorse silver mine consisting of 3 patented and 2014-10 ~~unpatented claims located in Baker County~~, ~~Oregon;~~Development 2)Stage aEntities lease agreement pertaining to 37 unpatented mining claims located on Quartz Creek, in Mineral County, Montana; 3) a lease agreement pertaining to 58 unpatented mining claims located Trout Creek, in Mineral County, Montana; 4) a lease agreement pertaining to 18 unpatented mining claims referred to as the Vienna prospect locate in Shoshone County, Idaho; 5) a lease agreement pertaining to the Monitor-Richmond and Copper Age mines consisting of a total of 105 unpatented mining claims (20Topic ~~original claims and Archean Resources, Inc., our joint venture partner for this lease, has paid for an additional 85 claims that are in our area of influence covered by the agreements~~915): ~~located~~Elimination ~~in Shoshone County, Idaho; 6) ten state leases were acquired by the company and seven~~ of ~~the~~Certain ~~ten~~Financial ~~leases~~Reporting ~~were assign to Kinross Gold USA~~Requirements, ~~Inc.~~Including ~~(“Kinross”) pursuant to~~ an ~~agreement~~Amendment ~~between the Company and Kinross and three leases have been retained by the company and are currently in good standing.; 7) acquisition agreements pertaining~~ to 15Variable ~~unpatented~~Interest ~~mining~~Entities ~~claims~~Guidance ~~located~~ in ~~Stevens~~Topic ~~County~~810, Washington referred to as the Box Group; 8) acquisition agreements pertaining to 15 unpatented mining claims located in Stevens County, Washington referred to as the McKinley-McNally Property; and 9) directly owned all right, title, and claim to 26 unpatented claims commonly known as the North Moccasin Project or Plum Claims located in Fergus County, MontanaConsolidation. In ~~addition to these nine projects, we also seek to find, develop, produce and sell other precious metal and mineral property interests.~~

As- ~~part~~18 of the acquisition of the properties the Company converted a note receivable from Northern Adventures LLC of $382,500 and accrued interest on the note of $30,564. The Company also issued 71,500,000 shares of its common stock valued at $0.05 per share for a total stock value of $3,575,000. The Company recognized a total acquisition cost of the mineral properties of $3,988,064. Subsequent to the acquisition, management decided to -

-The 10amendments in this Update remove the definition of a development stage entity from the Master Glossary of the Accounting Standards Codification, thereby removing the financial reporting distinction between development stage entities and other reporting entities from U.S. GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information in the statements of income, cash flows, and shareholder equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage.

~~impair~~The ~~the~~amendments ~~value~~also ofclarify ~~the~~that ~~acquired mineral properties by $3,503,500. This impairment was a consequence of~~ the ~~assets~~guidance ~~being exploratory~~ in ~~nature~~Topic ~~and~~275, ~~not~~Risks ~~being supported any ore reserves. It is not possible to evaluate~~ and ~~establish the real value of the mineral properties until additional work is completed and that may take several years. With that being stated~~Uncertainties, ~~our position~~ is ~~that~~applicable ~~these acquired mineral assets, which consist of ownership of unpatented mining claims, acquired mineral leases and an option~~ to ~~acquire~~entities ~~certain mineral leases granted by the Department of Natural Resources for the State of Washington cannot be truly assessed at this time. The Company assumes~~ that ~~these assets~~ have ~~been impaired and the exchange price based on $.05 per share is~~ not ~~supportable~~commenced asplanned ~~the~~principal ~~possible value of these assets in the future~~operations. The Company impaired the stock value exchange to $71,500 and the carrying value of all mineral properties was determined to be $484,564 as of December 31, 2012. During the quarter ended May 31, 2013, the company paid $10,000 to acquire additional rights from Hydro Imaging, Inc. As of August 31, 2013, the carrying value of mineral properties was $494,564.

~~See~~Finally, the ~~discussion~~amendments remove paragraph 810-10-15-16. Paragraph 810-10-15-16 states that a development stage entity does not meet the condition in ~~Note~~paragraph 5810-10-15-14(a) ~~under~~to ~~Obligations~~be ~~Under~~a ~~Mineral~~variable ~~Property~~interest ~~Agreements~~entity ~~for~~if (1) the ~~details~~entity oncan ~~each~~demonstrate ofthat the ~~above~~equity ~~properties~~invested in the legal entity is sufficient to permit it to finance the activities that it is currently engaged in and (2) the entity’s governing documents and contractual arrangements allow additional equity investments.

~~NOTE~~The 5amendments –in ~~COMMITMENTS~~this ~~AND~~Update ~~CONTINGENCIES~~also eliminate an exception provided to development stage entities in Topic 810, Consolidation, for determining whether an entity is a variable interest entity on the basis of the amount of investment equity that is at risk. The amendments to eliminate that exception simplify U.S. GAAP by reducing avoidable complexity in existing accounting literature and improve the relevance of information provided to financial statement users by requiring the application of the same consolidation guidance by all reporting entities. The elimination of the exception may change the consolidation analysis, consolidation decision, and disclosure requirements for a reporting entity that has an interest in an entity in the development stage.

~~Rental~~The ~~Agreement~~amendments related to the elimination of inception-to-date information and the other remaining disclosure requirements of Topic 915 should be applied retrospectively except for the clarification to Topic 275, which shall be applied prospectively. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.

~~The~~Early ~~Company~~application ~~has~~of aeach ~~month-to-month~~of ~~rental~~the ~~agreement~~amendments is permitted for ~~office~~any ~~space~~annual inreporting ~~Spokane,~~period ~~Washington~~or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). ~~The~~ ~~monthly~~Upon ~~rent~~adoption, isentities ~~$300~~will no longer present or disclose any information required by Topic 915.

~~Obligations~~Management ~~Under~~does ~~Mineral~~not ~~Property~~believe ~~Agreements~~that any other recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

WeNote ~~currently~~3 ~~have~~– ~~five~~Going mineral properties leased from third parties and an option to acquire mineral prospecting and leases from the State of Washington, plus 27 unpatented mining claims. Below is a summary of the financial obligations, terms and conditions of each of the five leases:Concern

The consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the consolidated financial statements, the Company had an accumulated deficit at May 31, 2014, a net loss and net cash used in operating activities for the reporting period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to commence operations and generate revenue; however, its cash position may not be significant to support its daily operations. While the Company believes in the viability of its strategy to commence operations, generate revenues and in its ability to raise additional funds, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate revenue and in its ability to raise additional funds.

The consolidated financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Marketable Equity Securities, Available for Sale

On February 23, 2013, Transatlantic Mining Corp. (formerly Archean Star Resources Inc.) (“TMC”), a Toronto Stock Exchange listed company (Stock Symbol: TCO.V), issued the Company 500,000 shares of TMC common stock pursuant to the Option and Joint Venture Agreement. The Company valued these marketable securities at CAD60,000 based on CAD0.12 per share on the date of issuance (CAD1 approximates $1) credited the same amount to the mineral rights as, a return of investment in mineral rights, upon

- 19 -

receipt of the same on February 23, 2013, then marked to market on a quarterly basis and recorded the change in fair value of the marketable securities as unrealized gain (loss) of the marketable securities in other comprehensive income (loss).

On March 12, 2014, TMC issued the Company an additional 500,000 shares of TMC common stock pursuant to the Option and Joint Venture Agreement. The Company valued these marketable securities at CAD65,000 based on CAD0.13 per share on the date of issuance (CAD1 approximates $1) credited the same amount to the mineral rights as, a return of investment in mineral rights, upon receipt of the same on March 12, 2014, then marked to market on a quarterly basis and recorded the change in fair value of the marketable securities as unrealized gain (loss) of the marketable securities in other comprehensive income (loss).

On December 16, 2013, Bayhorse Silver Inc. issued 500,000 shares of BSI common stock (Stock Symbol: BSI.V) to the Company, which was valued at CAD50,000 based on CAD0.10 per share on the date of receipt (CAD1 approximates $1) and recorded as a return of investment in mineral rights.

The table below provides a summary of the changes in the fair value of marketable securities, available for sale measured at fair value on a recurring basis using Level 1 of the fair value hierarchy to measure the fair value.


			Fair Value Measurement Using Level 1 Inputs
	Original cost		Impairment – Other Than Temporary				Other Comprehensive Income (Loss) - Foreign Currency Translation Gain (Loss)				Other Comprehensive Income (Loss) - Change in Unrealized Gain (Loss)			Fair Value

Balance, December 31, 2012		-			(-	)			-			(-	)			-

Purchases, issuances and settlements		60,000														60,000

Total gains or losses (realized/unrealized) included in:

Net Loss: Impairment – other than temporary					-											-

Other comprehensive income (loss): Foreign currency translation gain (loss)									(-	)		-				(-	)

Other comprehensive income (loss): Changes in unrealized gain (loss)									-			(20,000	)			(20,000	)

Balance, November 30, 2013		60,000			(-	)			-			(20,000	)			40,000

Purchases, issuances and settlements		115,000														115,000

Total gains or losses (realized/unrealized) included in:

Net Loss: Impairment – other than temporary					-											-

Other comprehensive income (loss): Foreign currency translation gain (loss)									(13,042	)		-				(13,042	)

Other comprehensive income (loss): Changes in unrealized gain (loss)									-			13,500				13,500

Balance, May 31, 2014	$	175,000		$	(-	)		$	(13,042	)	$	(6,500	)		$	155,458

- 20 -

Note 5 – Mineral Rights Acquisition

Pursuant to the Asset Purchase Agreement consummated on December 28, 2012, the Company acquired certain mineral properties and interests made up of the following nine projects which will be owned outright or controlled by the Company pursuant to mineral lease agreements or options to acquire leases: 1) an agreement to explore and acquire the Bayhorse silver mine consisting of 3 patented and 10 unpatented claims located in Baker County, Oregon; 2) a lease agreement pertaining to 37 unpatented mining claims located on Quartz Creek, in Mineral County, Montana; 3) a lease agreement pertaining to 58 unpatented mining claims located Trout Creek, in Mineral County, Montana; 4) a lease agreement pertaining to 18 unpatented mining claims referred to as the Vienna prospect locate in Shoshone County, Idaho; 5) a lease agreement pertaining to the Monitor-Richmond and Copper Age mines consisting of a total of 105 unpatented mining claims (20 original claims and Transatlantic Mining Corp. [formerly Archean Star], our joint venture partner for this lease, has paid for an additional 85 claims that are in our area of influence covered by the agreements) located in Shoshone County, Idaho; 6) ten state leases were acquired by the company and seven of the ten leases were assign to Kinross Gold USA, Inc. (“Kinross”) pursuant to an agreement between the Company and Kinross and three leases have been retained by the company and are currently in good standing.; 7) acquisition agreements pertaining to 15 unpatented mining claims located in Stevens County, Washington referred to as the Box Group; 8) acquisition agreements pertaining to 15 unpatented mining claims located in Stevens County, Washington referred to as the McKinley-McNally Property; and 9) directly owned all right, title, and claim to 26 unpatented claims commonly known as the North Moccasin Project or Plum Claims located in Fergus County, Montana.

In consideration for the acquisition of all of the mining assets of NAI, AMCOR (i) exchanged debt owed by NAI in the amount of $382,500 and accrued interest in the amount of $30,564 through November 30, 2012, and (ii) issued 71,500,000 shares of AMCOR restricted common stock, valued at par value $0.001 or $71,500, to NAI, which was subsequently transferred to NAI shareholders, or total consideration of $484,564 in aggregate.

On April 9, 2013 the Company paid $10,000 to acquire additional rights from Hydro Imaging, Inc.

The key terms and conditions of the five mineral property leases are as follows:

Bayhorse Mine:

The date of ~~our~~the Company’s mining lease with Bayhorse Silver Mine LLC is June 26, 2012. The term of the lease on the three patented and 10ten unpatented claims that make up the property is for 25 years, with an option to renew the lease for two additional successive terms of fifteen (15) years each, so long as there are ores or minerals being developed, mined, processed or marketed on a continuing basis or when exploration activities have advanced far enough that the construction activities related to the start -up of ore production are expected to commence within one year. The initial consideration for the lease was a cash payment of ~~ten thousand (~~$10,000) dollars. Annual minimum advanced royalties will be due the Lessor on the following basis. WeThe ~~are~~Company is required to pay an annual advance minimum royalty of $10,000 on the first anniversary of this lease, $20,000 on the second anniversary, $30,000 on the third anniversary, $40,000 on the fourth anniversary, $50,000 on the fifth anniversary, and $50,000 on each anniversary thereafter. In July 2013, the first anniversary royalty payment was deferred until December 31, 2013, or payable within ten business days after AMCOR secures funding in excess of $500,000. It was subsequently extended to December 31, 2014. In July 2014, the second anniversary royalty payment was deferred until December 31, 2014, or payable within ten business days after AMCOR secures funding in excess of $500,000. The first and second year anniversary royalty payments are both deferred until December 31, 2014. There are also work requirements for each year and the lease calls for a variable net smelter royalty in the future. The first and second year's work ~~requirement~~requirements ~~has~~have been ~~deferred,~~fulfilled. Subject ~~allowed~~ to bethe ~~accomplished~~Option atand Joint Venture Agreement between the ~~earliest~~Company ~~possible~~and ~~time~~Bayhorse Silver, ~~weather~~Inc., ~~permitting~~all underlying obligation contained in the lease with Bayhorse Silver Mines LLC have been assumed by Bayhorse Silver, Inc.

~~Vienna~~Option ~~Mine:~~and Joint Venture Agreement with Bayhorse Silver Inc.

~~The~~On ~~date~~December of4, ~~our~~2013, ~~mining~~AMCOR ~~lease~~signed ~~with~~an ~~Martin~~Option ~~Clemets~~and isJoint ~~June~~Venture ~~26,~~Agreement ~~2012. The term of~~ (the ~~lease~~"BSI onOption 18and ~~unpatented~~Joint ~~claims~~Venture ~~that~~Agreement") ~~make~~with upBayhorse ~~the~~Silver ~~property~~Inc. is(formerly ~~for~~Kent ~~25 years~~Exploration, ~~with~~Inc.) ~~an option to renew the lease for two additional successive terms of fifteen~~ (15“BSI”) ~~years each~~, ~~so long as there are ores or minerals being developed, minded, processed or marketed on~~ a ~~continuing~~Canadian ~~basis~~mineral ~~or when~~ exploration ~~activities~~company, ~~have~~whereby ~~advanced~~BSI ~~far~~can ~~enough~~acquire ~~that~~an Option (the ~~construction~~"Option") ~~activities related~~ to ~~the~~earn ~~start~~an up80% ofinterest ~~ore~~in ~~production~~the ~~are~~Bayhorse ~~expected~~Silver toMine ~~commence~~("Bayhorse") ~~within~~in ~~one~~east-central ~~year.~~Oregon State. The ~~initial~~terms ~~consideration~~of ~~for~~ the ~~lease~~Agreement ~~was~~called for a ~~cash~~ payment of ~~five thousand (~~$525,000) ~~dollars. Annual~~from ~~minimum~~BSI ~~advanced~~to ~~royalties~~the ~~will~~Company beupon ~~due~~execution of the ~~Lessor~~agreement. To onearn the ~~following~~80% ~~basis. We~~interest ~~are~~BSI is required to ~~pay~~conduct ana ~~annual advance~~ minimum ~~royalty~~ of $10100,000 per year on ~~the~~exploration ~~first~~expenditures ~~anniversary~~on ofthe ~~this~~property ~~lease~~on, ~~$20~~or before,~~000~~ oneach of the ~~second~~first ~~anniversary~~two anniversaries of the Agreement, $30300,000 on or before the third anniversary, ~~$40,000~~of on the ~~fourth~~Agreement ~~anniversary,~~and expend $50500,000 on ~~the~~or ~~fifth~~before ~~anniversary,~~the fourth and ~~$50,000~~fifth onanniversaries ~~each~~of ~~anniversary~~the ~~thereafter~~Agreement. InAs ~~July~~part ~~2013,~~of the ~~first~~transaction, ~~anniversary~~AMCOR ~~royalty~~will ~~payment~~receive ~~was deferred until December 31~~500,000 ~~2013,~~shares orof ~~payable~~BSI ~~within~~common ~~ten~~stock ~~business~~upon ~~days~~signing ~~after~~of ~~AMCOR~~the ~~secures~~agreement ~~funding~~and inan ~~excess~~additional ~~of $~~500,000~~. There~~ ~~are~~shares ~~also~~of ~~work~~BSI ~~requirements~~common ~~for~~stock ~~each~~on ~~year~~the third and ~~the~~fifth ~~lease~~anniversaries ~~calls~~of ~~for~~the aagreement, ~~variable~~subject ~~net~~to ~~smelter~~BSI ~~royalty~~going inforward with the ~~future.~~agreement ~~The~~after ~~first~~ year's ~~work~~one. BSI ~~requirement~~assumes ~~has~~all ~~been~~of ~~deferred,~~the ~~allowed~~obligations toof bethe ~~accomplished~~underlying atlease ~~the~~agreement ~~earliest~~with ~~possible~~Northern ~~time~~Adventures, ~~weather permitting~~Inc.

-On 11December -16, 2013, Bayhorse Silver Inc. issued 500,000 shares of BSI common stock (Stock Symbol: BSI.V) to the Company, which was valued at CAD50,000 based on CAD0.10 per share on the date of issuance (CAD1 approximates $1) and recorded as return of investment in mineral rights.

- 21 -

On November 6, 2013, BSI paid the Company a $5,000 deposit upon the execution of a Letter of Agreement. The $5,000 deposit was applied to the $25,000 payment called for at the time of execution of the Option and Joint Venture Agreement. On December 24, 2013 and December 27, 2013 BSI paid the Company $10,000 each or $20,000 in aggregate, which was recorded as return of investment in mineral rights.

On February 12, 2014, Bayhorse Silver Inc. issued 125,000 shares of its subsidiary, Silcom Systems Inc.’s (Silcom), restricted common stock to the Company for no consideration. The issuance was dividend shares from BSI’s subsidiary, Silcom, given to shareholders of Bayhorse Silver Inc. There is no market for the shares currently and the Company valued these share as $0.

Six additional mining claims were filed by BSI in Mineral Country, Idaho, and come under the area of influence provision of the BSI Option and Joint Venture Agreement. BSI paid the costs to locate and will maintain these claims.

Monitor-Richmond-Copper Age Mines:

~~The~~On ~~date~~June of27, ~~our~~2012, ~~mining~~Northern ~~lease~~Adventures, LLC. ("NALLC") originally entered into the Mining Lease with Northern Adventures, ~~LLC~~Inc. is("NAI"), ~~June~~and 27AMCOR assumed the rights in that Mining Lease from Northern Adventures, ~~2012~~Inc. pursuant to the Asset Purchase Agreement dated December 28, 2012. The term of the lease on 20 unpatented claims that make up the property is for 25 years, with an option to renew the lease for two additional successive terms of fifteen (15) years each, so long as there are ores or minerals being developed, minded, processed or marketed on a continuing basis or when exploration activities have advanced far enough that the construction activities related to the start -up of ore production are expected to commence within one year. The initial consideration for the lease was a cash payment of five thousand ($5,000) dollars. Annual minimum advanced royalties will be due the Lessor on the following basis. WeThe ~~are~~Company is required to pay an annual advance minimum royalty of $10,000 on the first anniversary of this lease, $20,000 on the second anniversary, $30,000 on the third anniversary, $40,000 on the fourth anniversary, $50,000 on the fifth anniversary, and $50,000 on each anniversary thereafter. The initial $5,000 was paid to NALLC, the year ~~one~~two annual royalty payment has been ~~satisfied~~deferred byuntil ~~Archean~~December ~~Star~~31, ~~our~~2014, ~~joint~~and ~~venture~~this ~~partner~~obligation onhas ~~the~~been ~~project~~assumed by TMC. There are also work requirements for each year and the lease calls for a variable net smelter royalty in the future. The ~~work~~first ~~requirements~~and ~~for~~second year ~~one~~work requirements have been ~~satisfied by Archean Star, our joint venture partner on the project~~fulfilled. On February 5, 2013, the Company entered into a definitive Option Joint Venture Agreement with Archean Star Resources Inc. (ASR) pertaining to these 20 unpatented claims leased by AMCOR pursuant to a Mining Lease with Northern Adventures.

Option and Joint Venture Agreement with Transatlantic Mining Corp. (formerly Archean Star ~~Agreement~~Resources, Inc.)

On February 5, 2013, wethe Company entered into a definitive Option and Joint Venture Agreement with ~~Archean~~Transatlantic ~~Star~~Mining ~~Resources~~Corporation ~~Inc.~~ (~~ASR~~“TMC") Option and Joint Venture Agreement”) pertaining to 20 unpatented claims leased by AMCOR pursuant to a Mining Lease with Northern Adventures, ~~LLC. On June 27, 2012, Northern Adventures, LLC originally entered into the Mining Lease with Northern Adventures,~~ Inc.~~, and AMCOR assumed the rights in that Mining Lease from Northern Adventures, Inc. pursuant to the Asset Purchase Agreement dated December 28, 2013.~~ As part of the transaction, AMCOR ~~received~~will receive 500,000 shares of ~~ASR~~TMC common stock ~~and~~upon ~~will~~signing ~~receive~~of the agreement and an additional 500,000 shares of ~~ASR~~TMC common stock on the second and third anniversaries of the agreement, subject to ~~ASR~~TMC going forward with the agreement after year one. ~~(See~~TMC ~~Note 6) ASR~~ will ~~assume~~pay ~~the obligations of the underlying lease agreement and paid~~ an up-front fee of $7,500 to AMCOR and assume the obligations of the underlying lease agreement. ~~Under~~Pursuant to the terms and conditions of the ~~agreement~~TMC ~~ASR~~Option and Joint Venture Agreement TMC can earn up to 80% ownership interest in the property lease by expending $2,100,000 over a three year period, with a minimum expenditure of $700,000 in year one of the agreement. AMCOR’s interest shall be a Carried Interest until such time as a Bankable Feasibility Study has been produced or a ~~Decision~~decision to ~~Mine~~mine has been made. ~~As of September 30, 2013, ASR has expended approximately $485,000 on the project.~~

On February 8, 2013 TMC paid the Company an up-front fee of $7,500, which was recorded as a return of investment in mineral rights. On February 23, 2013, TMC issued the Company 500,000 shares of TMC common stock (Stock Symbol: TCO.V), which was valued at CAD60,000 based on CAD0.12 per share (CAD1 approximates $1) and recorded as a return of investment in mineral rights.

The year one payment of annual advance minimum royalty of $10,000 and work requirements have been satisfied by Transatlantic Mining Corp, the Company’s joint venture partner on the project.

The second annual payment in the amount $20,000 pursuant to the original lease with Northern Adventures LLC was assumed by Transatlantic Mining, according to the terms of the Option and Joint Venture agree.

Pursuant to TMC Option and Joint Venture Agreement TMC is required to expend a minimum expenditure of $700,000 in year one of the agreement. As of May 31, 2014, only $593,274 had been expended by TMC on the Monitor-Richmond property. The Company has carried forward the $106,726 deficiency to year two, making the required expenditure for year two to be $806,726.

On March 12, 2014, TMC issued the Company an additional 500,000 shares of TMC common stock pursuant to the joint venture agreement. The Company valued these marketable securities at CAD65,000 based on CAD0.13 per share on the date of issuance (CAD1 approximates $1) credited the same amount to the mineral rights as, a return of investment in mineral rights, upon receipt of the same on March 12, 2014, then marked to market on a quarterly basis and recorded the change in fair value of the marketable securities as unrealized gain (loss) of the marketable securities in other comprehensive income (loss).

- 22 -

Vienna Mine:

The date of the Company’s mining lease with Martin Clemets is June 26, 2012. The term of the lease on 18 unpatented claims that make up the property is for 25 years, with an option to renew the lease for two additional successive terms of fifteen (15) years each, so long as there are ores or minerals being developed, minded, processed or marketed on a continuing basis or when exploration activities have advanced far enough that the construction activities related to the start-up of ore production are expected to commence within one year. The initial consideration for the lease was a cash payment of five thousand ($5,000) dollars. Annual minimum advanced royalties will be due the Lessor on the following basis. The Company is required to pay an annual advance minimum royalty of $10,000 on the first anniversary of this lease, $20,000 on the second anniversary, $30,000 on the third anniversary, $40,000 on the fourth anniversary, $50,000 on the fifth anniversary, and $50,000 on each anniversary thereafter. In July 2013, the first anniversary royalty payment was deferred until December 31, 2013, or payable within ten business days after AMCOR secures funding in excess of $500,000. It was subsequently extended to December 31, 2014. In July 2013, the second anniversary royalty payment was deferred until December 31, 2014, or payable within ten business days after AMCOR secures funding in excess of $500,000. There are also work requirements for each year and the lease calls for a variable net smelter royalty in the future. The first and second year work requirement has been deferred, allowed to be accomplished at the earliest possible time, weather permitting.

Quartz Creek:

The date of ~~our~~the Company’s mining lease with Northern Adventures, ~~LLC~~Inc. is June 26, 2012. The term of the lease on 37 unpatented claims that make up the property is for 25 years, with an option to renew the lease for two additional successive terms of fifteen (15) years each, so long as there are ores or minerals being developed, minded, processed or marketed on a continuing basis or when exploration activities have advanced far enough that the construction activities related to the start -up of ore production are expected to commence within one year. The initial consideration for the lease was a cash payment of twenty five thousand ($25,000) dollars. Annual minimum advanced royalties will be due the Lessor on the following basis. WeThe ~~are~~Company is required to pay an annual advance minimum royalty of $10,000 on the first anniversary of this lease, $20,000 on the second anniversary, $30,000 on the third anniversary, $40,000 on the fourth anniversary, $50,000 on the fifth anniversary, and $50,000 on each anniversary thereafter. In July 2013, the first anniversary royalty payment was deferred until December 31, 2013, or payable within ten business days after AMCOR secures funding in excess of $500,000. It was subsequently extended to December 31, 2014. In July 2013, the second anniversary royalty payment was deferred until December 31, 2014, or payable within ten business days after AMCOR secures funding in excess of $500,000. There are also work requirements for each year and the lease calls for a variable net smelter royalty in the future. The first and second year's work requirement has been deferred, allowed to be accomplished at the earliest possible time, weather permitting.

Trout Creek:

The date of ~~our~~the Company’s mining lease with Northern Adventures LLC is June 26, 2012. The term of the lease on 58 unpatented claims that make up the property is for 25 years, with an option to renew the lease for two additional successive terms of fifteen (15) years each, so long as there are ores or minerals being developed, minded, processed or marketed on a continuing basis or when exploration activities have advanced far enough that the construction activities related to the start -up of ore production are expected to commence within one year. The initial consideration for the lease was a cash payment of twenty five thousand ($25,000) dollars. Annual minimum advanced royalties will be due the Lessor on the following basis. WeThe ~~are~~Company is required to pay an annual advance minimum royalty of $10,000 on the first anniversary of this lease, $20,000 on the second anniversary, $30,000 on the third anniversary, $40,000 on the fourth anniversary, $50,000 on the fifth anniversary, and $50,000 on each anniversary thereafter. In July 2013, the first anniversary royalty payment was deferred until December 31, 2013, or payable within ten business days after AMCOR secures funding in excess of $500,000. It was subsequently extended to December 31, 2014. In July 2013, the second anniversary royalty payment was deferred until December 31, 2014, or payable within ten business days after AMCOR secures funding in excess of $500,000. There are also work requirements for each year and the lease calls for a variable net smelter royalty in the future. The first and second year work requirements have been deferred, allowed to be accomplished at the earliest possible time, weather permitting.

-The 12Box Group and McKinley-McNally Properties

~~anniversary~~The ~~thereafter. In~~15 ~~July~~unpatented ~~2013,~~mining ~~the~~claims ~~first~~located ~~anniversary~~in ~~royalty~~Stevens ~~payment was deferred until December 31~~County, ~~2013,~~Washington orreferred ~~payable~~to ~~within~~as ~~ten~~the ~~business~~Box ~~days~~Group ~~after~~were ~~AMCOR~~reduced ~~secures~~to ~~funding~~six claims in ~~excess of $500,000~~2014. ~~There~~The ~~are~~15 ~~also~~unpatented ~~work~~mining ~~requirements~~claims ~~for~~located ~~each~~in ~~year~~Stevens ~~and~~County, ~~the~~Washington ~~lease~~referred ~~calls~~to ~~for~~as ~~a variable net smelter royalty in~~ the ~~future.~~McKinley-McNally ~~The first year's work requirement has been deferred~~Property, ~~allowed~~were reduced to besix ~~accomplished~~claims atin ~~the earliest possible time, weather permitting~~2014.

Washington State Mineral Prospecting Leases—Bodie Project Toroda Creek-Wauconda Mining District~~-Kinross Gold USA, Inc:~~

The terms and conditions for annual prospecting leases granted from the State of Washington require the expenditure of $3.00 per acre on prospecting or exploration on an annual basis during the term of the lease. The work conducted must be performed in such a manner as to contribute directly to the evaluation of the economic mineral potential of the leased property. As an alternative there is the option to make cash payment to the State in the amount of $3.00 per acre in lieu of the performance of prospecting work for up to, but not more than three (3) years during the term of the prospecting lease. In addition to the requirement to expend $3.00 per acre on prospecting and exploration on an annual basis, there is a requirement to pay the State of Washington an annual rental fee of $2.00 per acre for the first three years of the mineral prospecting lease and $3.00 per year for each subsequent year. Pursuant to the assignment of the Washington State prospecting permit and leases to Kinross, all annual rental fees payable to the state of Washington and work requirements were assumed by Kinross, as detailed below.

~~Kinross~~- ~~Agreement~~23 -

Onthe ~~April~~option 5,to ~~2013~~make ~~AMCOR~~cash ~~exercised~~payment ~~an option~~ to ~~acquire~~the ~~three~~State ~~mineral~~in ~~leases~~the ~~located~~amount inof ~~Okanogan~~$3.00 ~~County,~~per ~~Washington,~~acre ~~pursuant~~in tolieu anof ~~Option~~the toperformance ~~Purchase~~of ~~Mineral~~prospecting ~~Leases~~work ~~between~~for ~~Hydro~~up ~~Imaging~~to, ~~Inc.~~but ~~and~~not ~~Northern~~more ~~Adventures,~~than ~~Inc.~~three (~~NAI~~3) ~~entered~~years ~~into~~during onthe ~~June~~term ~~25,~~of ~~2012~~the ~~and~~prospecting ~~amended~~lease. In onaddition ~~December 7, 2012, which option was transferred~~ to usthe onrequirement ~~December 28, 2012 by NAI pursuant~~ to anexpend ~~Asset Purchase Agreement~~$3. We00 ~~also~~per ~~acquired~~acre ~~Hydro~~on ~~Imaging’s~~prospecting ~~rights in a Mineral Lease~~ and ~~Assignment~~exploration ~~agreement~~on ~~with~~an ~~Kinross~~annual ~~Gold USA~~basis, ~~Inc. The~~there ~~original~~is ~~option was granted by HydroImaging, Inc (Hydro),~~ a ~~private~~requirement ~~company~~to ~~owned~~pay ~~solely~~the byState ~~David~~of ~~Boleneus,~~Washington ~~currently~~an aannual ~~member~~rental offee ~~our board~~ of ~~directors, to NAI on June 25, 2012~~$2. ~~Under~~00 ~~the~~per ~~terms~~acre offor the ~~original~~first ~~option~~three ~~Hydro~~years ~~granted the right to acquire ten leases granted by the Department~~ of ~~Natural Resources for~~ the ~~State~~mineral ofprospecting ~~Washington~~lease ~~totaling~~and ~~4,583~~$3.7600 ~~acres~~per ~~and~~year ~~27 unpatented mining claims located in the Toroda Creek-Wauconda Mining district in Okanogan country in the State of Washington~~ for ~~the~~each ~~payment~~subsequent ~~of an exercise price of $10,000~~year.

OnAgreement ~~February 28, 2013, Hydro concluded the Mining Lease and Assignment agreement~~ with Kinross ~~concerning~~Gold ~~seven of the ten mineral leases totaling 2~~USA,~~934.56~~ ~~acres and a lease on 27 unpatented mining claims located in Okanogan County, Washington~~Inc. The seven state leases were transferred from Hydro to Kinross and approved by the State of Washington on March 27, 2013. Pursuant to the terms of the Kinross agreement, Kinross will assume all of the underlying obligations, annual rental expenses, and work requirements related to the seven leases and 27 unpatented mining claims. The remaining three state mining leases totaling 1,649.2 acres were transferred from Hydro to AMCOR and the transfer was approved from the Department of Natural Resources for the State of Washington.

~~Under~~On ~~the~~April ~~terms~~5, of2013 ~~the~~AMCOR ~~Mining~~exercised ~~Lease~~an ~~and~~option ~~Assignment~~to ~~agreement~~acquire ~~Kinross~~three ~~will~~mineral ~~pay~~leases ~~AMCOR~~located ~~production~~in ~~royalties~~Okanogan asCounty, ~~follows:~~Washington, apursuant 1%to ~~net~~an ~~smelter~~Option ~~return~~to ~~royalty~~Purchase onMineral ~~all~~Leases ~~minerals~~between ~~extracted~~Hydro ~~from~~Imaging, ~~the~~Inc. ~~area~~(“Hydro”) ~~covered by the 7 leases~~ and aNorthern 2Adventures, Inc.5% ~~net~~(“NAI”) ~~smelter~~entered ~~return~~into ~~royalty~~ on ~~all~~June ~~minerals~~25, ~~extracted~~2012 ~~from~~and ~~the~~amended ~~area~~on ~~covered~~December by7, ~~the~~2012, 27which ~~unpatented~~option ~~mining~~was ~~claims. The~~transferred ~~amount of royalties~~ to bethe ~~paid~~Company ~~(both~~on ~~production~~December ~~royalties~~28, ~~and~~2012 ~~advance~~by ~~royalty~~NAI ~~payments)~~pursuant ~~are~~to ~~capped~~an atAsset $3Purchase ~~million per lease~~Agreement. ~~Kinross~~The ~~will~~Company also ~~pay~~acquired ~~advance~~Hydro ~~royalty~~Imaging’s ~~payments~~rights in ~~the~~a ~~aggregate~~Mineral ~~amount~~Lease ofand $1Assignment ~~million~~agreement aswith ~~follows: $15,000~~Kinross ~~payable~~Gold ~~within~~USA, 7Inc. ~~days~~(“Kinross ofAgreement”). The ~~February~~original ~~28,~~option ~~2013,~~was ~~the~~granted ~~effective~~by ~~date~~Hydro, ~~$15,000~~a ~~payable~~private ~~within~~company 15owned ~~days~~solely ofby ~~the~~David ~~effective date~~Boleneus, ~~$40,000~~currently ~~payable~~a onmember ~~February~~of ~~28,~~the ~~2014,~~Company’s ~~$50,000~~board ~~payable~~of ~~on February 28~~directors, ~~2015, and thereafter the annual advance royalty payment is~~ to ~~increase~~NAI byon 5%June ~~per year up to a maximum annual payment of $100~~25,~~000~~ 2012. ~~The~~Under ~~obligation to pay~~ the ~~advance~~terms ~~royalty~~and ~~payment~~conditions ~~shall cease once an aggregate~~ of $1the ~~million~~original ~~has~~option ~~been~~Hydro ~~paid. Advance~~was ~~minimum~~granted ~~royalty payments shall be creditable against~~ the ~~production~~right ~~royalties. The~~to ~~production~~acquire ~~royalty~~ten ~~payments~~leases ~~for~~granted ~~minerals~~by ~~produced from~~ the ~~state~~Department ~~leases~~of ~~shall~~Natural beResources ~~capped at $3,000,000~~ for ~~each~~the State of ~~the~~Washington ~~seven~~totaling ~~leases~~4,583.76 ~~including~~acres ~~any~~and ~~advanced~~27 ~~royalty~~unpatented ~~payments~~mining toclaims belocated ~~offset. Kinross~~in ~~also~~the ~~undertakes~~Toroda toCreek-Wauconda ~~make~~Mining ~~such~~district ~~payments~~in ~~and~~Okanogan ~~undertake~~country ~~such~~in ~~other actions necessary to maintain~~ the ~~seven~~State ~~state~~of ~~mining~~Washington ~~leases~~for ~~and~~ the ~~unpatented~~payment ~~claims~~of inan ~~effect~~exercise ~~and~~price ~~good~~of ~~standing~~$10,000.

-On 13February -28, 2013, Hydro concluded the Mining Lease and Assignment agreement with Kinross Gold USA, Inc. (“Kinross”) concerning seven of the ten mineral leases totaling 2,934.56 acres and a lease on 27 unpatented mining claims located in Okanogan County, Washington. The seven state leases were transferred from Hydro to Kinross and approved by the State of Washington on March 27, 2013. Pursuant to the terms and conditions of the Kinross Agreement, Kinross will assume all of the underlying obligations, annual rental expenses, and work requirements related to the seven leases and 27 unpatented mining claims to maintain the seven state mining leases and the unpatented claims in effect and good standing. The remaining three state mining leases totaling 1,649.2 acres were transferred from Hydro to AMCOR and the transfer was approved from the Department of Natural Resources for the State of Washington.

~~NOTE~~Pursuant 6to -the ~~INVESTMENTS~~terms and conditions of the Mining Lease and Assignment agreement Kinross will pay AMCOR production royalties as follows: a 1% net smelter return royalty on all minerals extracted from the area covered by the 7 leases and a 2.5% net smelter return royalty on all minerals extracted from the area covered by the 27 unpatented mining claims. Kinross will also pay advance royalty payments in the aggregate amount of $1 million as follows: $15,000 payable within 7 days of February 28, 2013, the effective date, $15,000 payable within 15 days of the effective date, $40,000 payable on February 28, 2014, $50,000 payable on February 28, 2015, and thereafter the annual advance royalty payment is to increase by 5% per year up to a maximum annual payment of $100,000. The obligation to pay the advance royalty payment shall cease once an aggregate of $1 million has been paid. Advance minimum royalty payments shall be credited against the production royalties. The production royalty payments for minerals produced from the state leases shall be capped at $3,000,000 for each of the seven leases, including any advanced royalty payments to be offset.

InOn ~~February~~April ~~2013~~5, ~~the~~2013 ~~Company~~Kinross ~~acquired~~Gold ~~common~~USA, ~~stock investments through a joint venture agreement~~Inc. ~~Archean~~ ~~Star~~paid ~~Resources (ASR) provided~~ the Company ~~with 500~~$30,000 ~~shares~~year ofone ~~common~~annual ~~stock. The~~advance ~~Company~~minimum ~~originally~~royalty ~~determined~~payment ~~that~~which ~~these shares had no material current value and were restricted from trading. The Canadian restriction on these shares~~ was ~~lifted~~recorded onas ~~June~~royalty ~~23,~~revenue ~~2013. At~~upon ~~that~~receipt ~~time,~~of the ~~Company~~payment ~~determined these securities would be available-for-sale securities. The Company has posted the fair value~~ of ~~these securities to its investment account and the change in value is recorded as other comprehensive income in the company's equity~~cash.

		Amount
Archean Star Resources: 500,000 Shares of Common Stock
Cost Basis		-
Value at June 23, 2013		60,000
Net Unrealized Gain as of August 31, 2013		27,500
Fair Value at August 31, 2013		87,500

On March 3, 2014 Kinross Gold USA, Inc. paid the Company $40,000 year one annual advance minimum royalty payment which was recorded as royalty revenue upon receipt of the payment of cash.

~~NOTE~~Royalty 7Obligations -and ~~NOTES~~Work ~~PAYABLE~~Requirement with Mining Leases of Bayhorse, Vienna, Quartz Creek, and Trout Creek:

OnThe ~~December~~four 28leases including the Bayhorse, ~~2012~~Vienna, Quartz Creek, and Trout Creek required first anniversary payments by the Company of $~~486~~10,000 ineach ~~promissory~~and ~~notes~~second ~~and~~anniversary payment by the Company of $4120,~~078~~000 ineach, ~~related~~but ~~accrued~~no ~~interest~~payments ~~owed~~have tobeen 16made. The ~~individuals~~first ~~and~~anniversary ~~entities~~royalty ~~were~~payment ~~converted~~was todeferred ~~common~~until ~~shares~~December at31, 2014 or payable within ten business days after the Company secures funding in excess of $0500,000.05 The ~~per~~second ~~share~~anniversary ~~for~~royalty apayment ~~total~~was ofdeferred 10until December 31,~~541,567~~ ~~shares~~2014 ~~issued~~or payable within ten business days after the Company secures funding in excess of $500,000.

OnThe ~~December~~first ~~31, 2012, the Company entered into a definitive agreement with an accredited investor~~ and ~~executed~~second ayear ~~convertible~~work ~~promissory~~requirement ~~note~~for ~~relating to a loan in~~ the ~~amount~~Vienna, ofQuartz ~~$10~~Creek,~~000~~ atand 8%Trout ~~interest~~Creek ~~per~~leases ~~annum~~have ~~with~~also abeen ~~maturity date of January 31~~deferred, ~~2013. The~~allowed ~~maturity date was extended~~ to ~~December~~be ~~31,~~accomplished ~~2013.~~at ~~$2,500~~the ofearliest ~~this~~possible ~~note was paid back on February 12~~time, ~~2013,~~weather ~~leaving $7,500 outstanding~~permitting. ~~This~~The ~~promissory~~first ~~note~~ and ~~accrued~~second ~~interest~~year ~~can~~work berequirement ~~converted~~for ~~to shares of restricted common stock at $.05 per share at any time during~~ the ~~term~~Bayhorse oflease ~~the~~has ~~promissory~~been ~~note~~fulfilled.

AsImpairment ofTesting February 28, 2013, the Company had a few minor non-interest bearing operating loans. One $500 note was a convertible note. Three other notes totaling $4,000 were not convertible. On April 4, 2013, these notes in the amounts of ~~$2,000,~~Mineral ~~$850,~~Rights ~~$500,~~ and ~~$1,150~~DD&A ~~due to the company, in aggregate of $4,500, were repaid to note holders.~~Expenses

On March 8, 2013, the Company entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $5,000 at 5% interest per annum with a maturity date of June 30, 2013. On June 30, 2013, the maturity date of this convertible promissory note was extended to December 31, 2013. This promissory note and accrued interest can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.(i)

OnImpairment March 21, 2013, the Company entered into a definitive agreement with an accredited investor and executed a convertible promissory note relating to a loan in the amount of $3,000 at 5% interest per annum with a maturity date of June 30, 2013. On June 30, 2013, the maturity date of this convertible promissory note was extended to December 31, 2013. This promissory note and accrued interest can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.Testing

OnThe ~~June 28, 2013, the~~ Company ~~issued~~completed aits ~~convertible~~annual ~~promissory~~impairment ~~note~~testing ~~to an affiliated accredited investor, AMCOR Director Manuel Graiwer, relating to a loan in the amount~~ of ~~$20,000~~mining atproperties 5%and ~~interest~~determined ~~per~~that ~~annum~~there ~~with~~was ano ~~maturity~~impairment ~~date~~as ~~of September 26, 2013. On September 26, 2013,~~ the ~~maturity~~fair ~~date~~value of ~~this~~mining ~~convertible~~properties ~~promissory~~exceeded ~~note~~their ~~was~~carrying ~~extended~~values toat ~~December~~November 3130, 2013. ~~This promissory note and accrued interest can be converted to shares of restricted common stock at $.05 per share at any time during the term of the promissory note.~~

~~NOTE~~- 824 ~~– PREFERRED AND COMMON STOCK~~-

The Company has 10,000,000 shares of preferred stock authorized and none issued. The Company has 200,000,000 shares of common stock authorized and 89,782,679 issued and outstanding as of August 31, 2013.(ii)

~~On December 28~~Depreciation, ~~2012,~~Depletion ~~the Company issued 10,541,568 shares of common stock in exchange for the conversion of debt in the principal amount of $486,000~~ and ~~accrued~~Amortization ~~interest in the amount of $41,078.~~ Expenses

~~Also~~No ~~on December 28~~depreciation, ~~2012,~~depletion ~~the~~and ~~Company~~amortization ~~issued~~was ~~71,500,000~~recorded ~~shares~~for ofthe ~~common~~reporting ~~stock~~period toended ~~Northern~~November ~~Adventures~~30, ~~Inc. pursuant to an Asset Purchase Agreement which involved~~2013, inas ~~part,~~ the ~~exchange~~Company ofhas ~~debt~~not inyet ~~the~~commenced ~~amount of $382,500~~ operations.

-Note 146 -– Related Party Transactions

~~and~~Related ~~accrued interest in the amount of $30,564, which was applies as partial consideration for the purchase of mining assets.~~Parties

Related parties with whom the Company had transactions are:


Related Parties		Relationship

Frank H. Blair		President, CEO and director

Dwight Weigelt		CFO, Treasurer, Secretary, Director

Gerry Frankovich		V.P. and director

David Boleneus		Director

Louis G. Cornacchia		Director

Manuel Graiwer		Director

Convertible Note Payable – Related Party

From time to time, certain officers and directors provided working capital to the Company in the form of convertible notes payable.

Convertible note payable – related party consisted of the following:


	May 31, 2014		November 30, 2013

On June 28, 2013, the Company issued a convertible note to Manuel Graiwer, a director of the Company, in the principal amount of $20,000 with interest at 6% per annum, convertible to common stock at $0.05 per share, maturing on September 26, 2013, subsequently extended to December 31, 2014.	$	20,000		$	20,000

	$	20,000		$	20,000

Note Payable – Related Party

From time to time, certain officers and directors provided working capital to the Company in the form of notes payable.

Note payable – related party consisted of the following:


	May 31, 2014		November 30, 2013

On December 5, 2013, the Company issued a promissory note to Manuel Graiwer, a director of the Company, in the principal amount of $20,000 with interest at 6% per annum maturing on January 14, 2014, which was subsequently extended to December 31, 2014. $7,500 of this convertible note was repaid on January 9, 2014.	$	12,500		$	-

	$	12,500		$	-

- 25 -

Note 7 – Convertible Notes Payable

Convertible notes payable consisted of the following:


	May 31, 2014		November 30, 2013

On December 31, 2012, the Company issued a convertible promissory note in the principal amount of $10,000 with interest at 8% per annum, convertible to common stock at $0.05 per share, maturing on January 31, 2013, subsequently extended to December 31, 2014. $2,500 of this convertible note was repaid on February 12, 2013.	$	7,500		$	7,500

On March 8, 2013, the Company issued a convertible note in the principal amount of $5,000 with interest at 5% per annum, convertible to common stock at $0.05 per share, maturing on June 30, 2013, subsequently extended to December 31, 2014.		5,000			5,000

On March 21, 2013, the Company issued a convertible note in the principal amount of $3,000 with interest at 5% per annum, convertible to common stock at $0.05 per share, maturing on June 30, 2013, subsequently extended to December 31, 2014.		3,000			3,000

	$	15,500		$	15,500

Note 8 - Notes Payable

Notes payable consisted of the following:


	May 31, 2014		November 30, 2013

On October 11, 2013, the Company issued a promissory note to a non-affiliated entity in the principal amount of $1,000 with interest at 5% per annum maturing on October 11, 2014.		1,000			1,000

On October 15, 2013, the Company issued a promissory note to a non-affiliated individual in the principal amount of $1,500 with interest at 5% per annum maturing on October 15, 2014.		1,500			1,500

On December 10, 2013, the Company issued a promissory note to a non-affiliated individual in the principal amount of $300 with interest at 5% per annum maturing on December 31, 2014.		300			-

	$	2,800		$	2,500

Note 9 – Stockholders’ Equity

Shares Authorized

Shares Authorized upon Incorporation

Upon incorporation on March 30, 2004 the total authorized capital stock of the corporation was:

Seventy Million (70,000,000) shares of Class A Common Stock with a Par Value of $0.001 all of which shall be entitled to voting power.

Two million (2,000,000) authorized Series A Preferred Shares with a par value of $0.001 and such other terms as determined by the Board of Directors of the corporation prior to their issuance. Each Series A Preferred Share shall have voting rights and shall carry a voting weight equal to ten (10) Common Shares. Each Series A Preferred Share may be converted into ten (10) Common Shares upon approval by the Board of Directors of the corporation.

- 26 -

Two million (2,000,000) authorized Series B Preferred Shares with a par value of $0.001 per share and such other terms as may be determined prior to their issuance by the Board of Directors. Each Series B Preferred Share shall have voting rights and shall carry a voting weight equal to two (2) Common Shares. Each Series B Preferred Share may be converted into two (2) Common Shares upon approval by the Board of Directors.

One million (1,000,000) authorized Series C Preferred Shares with a par value of $0.001 per share and such other terms as may be determined by the Board of Directors prior to their issuance. No Series C Preferred Share shall have voting rights.

Shares Authorized per Articles of Merger

On December 27, 2004, APD Antiquities, Inc. ("APD") and GCJ, Inc. entered into to an Acquisition Agreement and Plan of Merger whereby GCJ, Inc. merged with and into APD with APD as the surviving entity. Pursuant to the Articles of Merger the total number of shares of all classes of stock which the Company is authorized to issue is Seventy-Five Million (75,000,000) shares of which Five Million (5,000,000) shares shall be Preferred Stock, par value $0.001 per share, and Seventy Million (70,000,000) shares shall be Common Stock, par value $0.001 per share.

Amendment to the Articles of Incorporation

On October 14, 2011, upon approval by written consent, in lieu of a special meeting, the Board of Directors of the Company approved the corporate name change, the increase in the number of authorized shares and the reverse split of the issued common stock pursuant to a Written Consent of Directors. Subsequently, on October 17, 2011, upon approval by written consent, in lieu of a special meeting, of the majority stockholders the Company is authorized to file a certificate of amendment to its Articles of Incorporation to (1) change the name of the Company from APD Antiquities, Inc. to American Cordillera Mining Corporation; (2) increase the number of authorized shares of par value $0.001 stock from Seventy Five Million (75,000,000) shares up to Two Hundred Ten Million (210,000,000) shares, composed of an increase in authorized shares of par value $0.001 common stock from Seventy Million (70,000,000) up to Two Hundred Million (200,000,000), and an increase the number of authorized shares of par value $0.001 preferred stock from Five Million (5,000,000) up to Ten Million (10,000,000) shares; and (3) undertake a 20-for-1 reverse split of its issued and outstanding common stock.

On December 12, 2012, the Company filed the Certificate of Amendment to the Articles of Incorporation with the Secretary of the State of the State of Nevada to effectuate the name change, effective on December 12, 2012.

On December 17, 2012, the Company filed the Certificate of Amendment to the Articles of Incorporation with the Secretary of the State of the State of Nevada to effectuate the increase of the number of authorized shares, effective on December 28, 2012.

The Company has not effectuated, and no longer plans to effectuate, a 20-for-1 reverse split of its issued and outstanding common stock as of the date when the financial statements were issued.

Common Stock

Sale of Common Stock or Equity Units

Immediately prior to the consummation of the Assets Purchase Agreement on December 28, 2012, the Company had 6,701,111 shares of common stock issued and outstanding.

On December 28, 2012, as part of the consummation of the Asset Purchase Agreement all of the convertible note holders of the Company converted all of their then outstanding convertible notes payable in the principal amount of $486,000 and related accrued interest in the amount of $41,078 to the shares of common stock of the Company at $0.05 per share, or 9,720,000 and 821,568 shares.

Upon consummation of the Asset Purchase Agreement on December 28, 2012, the Company issued 71,500,000 shares of its common stock to Northern Adventures, Inc. pursuant to the Asset Purchase Agreement which involved, in part, the exchange of debt in the principal amount of $382,500 and accrued interest in the amount of $30,564, which was applies as partial consideration for the acquisition of mining assets.

On February 11, 2013, the Company entered into a definitive agreement relating to the private placement of $25,000 of its securities through the sale of 500,000 shares of its common stock at $0.05 per share to an investor.

On February 1918, 2013, the Company entered into a definitive agreement relating to the private placement of $5,000 of its securities through the sale of 100,000 shares of its common stock at $0.05 per share to an investor.

- 27 -

On May 1, 2013, the Company entered into a definitive agreement relating to the private placement of $7,000 of its securities through the sale of 140,000 shares of its common stock at $0.05 per share to an investor.

On August 21, 2013, the Company entered into a definitive agreement relating to the private placement of $5,000 of its securities through the sale of 100,000 shares of its common stock at $0.05 per share to an investor.

On August 30, 2013, the Company entered into a definitive agreement relating to the private placement of $12,000 of its securities through the sale of 200,000 shares of its common stock at $0.06 per share to an investor.

NOTE 9 – STOCK OPTION PLAN

The Company’s Board of Directors approved the “2001 Non-Qualified Stock Option and Stock Appreciation Rights Plan” by unanimous consent on January 15, 2001 and then on November 30, 2012, authorized an increase in the total common stock, $.001 par value, available for issuance pursuant to the Corporation's 2001 Non-Qualified Stock Option and Stock Appreciation Rights Plan from one million (1,000,000) shares to five million (5,000,000) shares. This increase will be subjected to a vote of the shareholders as the next annual meeting. The total number of options that can be granted under the plan will not exceed 5,000,000 shares. Non-qualified stock options will be granted by the Board of Directors with an option price not less than the fair market value of the shares of common stock to which the non-qualified stock option relates on the date of grant. In no event may the option price with respect to an incentive stock option granted under the stock option plan be less than the fair market value of such common stock.

Each option granted under the stock option plan will be assigned a time period for exercising not to exceed ten years after the date of the grant. Certain other restrictions will apply in connection with this plan when some awards may be exercised. This plan is intended to encourage directors, officers, employees and consultants to acquire ownership of common stock. The opportunity so provided is intended to foster in participants a strong incentive to put forth maximum effort for our continued success and growth, to aid in retaining individuals who put forth such effort, and to assist in attracting the best available individuals to AMCOR in the future.

NOTE 10 – INCOME TAXES

The Company accounts for income taxes and the related accounts under the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement carrying amounts and the income tax basis of assets and liabilities. A valuation allowance is applied against any net deferred tax asset if, based on available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

At August 31, 2013 and December 31, 2012, the Company had gross deferred tax assets calculated at the expected rate of 35% of approximately $196,000 and $163,000, respectively, principally arising from net operating loss carry forwards for income tax purposes. As management of the Company cannot determine that it is more likely than not that the Company will realize the benefit of the deferred tax asset, a valuation allowance of approximately $196,000 and $163,000 has been established at August 31, 2013 and December 31, 2012, respectively.

The significant components of the Company’s net deferred tax asset (liabilities) at August 31, 2013 and December 31, 2012 are as follows:

- 15 -

		August 31, 2013	December 31, 2012
Net operating loss carryforwards		$ 561,000	$ 465,000
Gross deferred tax assets (liabilities):
	Net Operating Loss	$ 196,000	$ 163,000
	Valuation Allowance	(196,000)	(163,000)
Net Deferred tax asset (liability)		$ -	$ -

At August 31, 2013 and December 31, 2012, the Company has net operating loss carryforwards of approximately $561,000 and $464,000, respectively, which will expire in the years 2016 through 2031. The net change in the allowance account was an increase of approximately $33,000.

The Company has had a change in control during 2012 which may limit the availability of prior years’ net operating losses under the Internal Revenue Code. The Company will be assessing the ramification of this control change to determine the effect upon future income, but has not made a determination as of August 31, 2013. The Company is currently in default on some of its federal tax reporting obligations, but expect no material financial obligations from this default.

NOTE 11 - SUBSEQUENT EVENTS

The company's management has evaluated the company's financial information for possible material subsequent events through October 21, 2013. The following items are subsequent events being disclosed:

On September 30, 2013, the Company entered into a definitive agreement relating to the private placement of $6,000 of its securities through the sale of 100,000 shares of its common stock at $0.06 per share to an investor.

OnStock ~~October~~Option ~~11, 2013, the Company issued a promissory note to a non-affiliated entity, relating to a loan in the amount of $1,000 at 5% interest per annum with a maturity date of October 11, 2014.~~Plan

On2001 ~~October~~Stock ~~15,~~Option ~~2013,~~Plan ~~the~~as ~~Company issued a promissory note to a non-affiliated individual, relating to a loan in the amount of $1,500 at 5% interest per annum with a maturity date of October 15, 2014~~Amended

-Adoption 16of -2001 Stock Option Plan

Before the Merger, on January 15, 2001, the Board of Directors of the Company adopted the 2001 Non-Qualified Stock Option and Stock Appreciation Rights Plan, whereby the Board of Directors authorized 1,000,000 shares of the Company’s common stock, par value $0.001, to be reserved for issuance (“2001 Stock Option Plan”). The purpose of the 2001 Stock Option Plan is to advance the interests of the Company by providing an incentive to attract, retain and motivate highly qualified and competent persons who are important to us and upon whose efforts and judgment the success of the Company is largely dependent. Grants to be made under the 2001 Stock Option Plan are limited to the Company’s employees, including employees of the Company’s subsidiaries, the Company’s directors and consultants to the Company. The recipients of any grant under the 2001 Stock Option Plan, and the amount and terms of a specific grant, are determined by the Board of Directors of the Company. Should any option granted or stock awarded under the 2001 Stock Option Plan expire or become un-exercisable for any reason without having been exercised in full or fail to vest, the shares subject to the portion of the option not so exercised or lapsed will become available for subsequent stock or option grants.

2012 Amendment to the 2001 Stock Option Plan

On November 30, 2012, the Company’s Board of Directors authorized to increase the number of its common stock, $0.001 par value, available for issuance pursuant to the Corporation's 2001 Stock Option Plan from one million (1,000,000) shares to five million (5,000,000) shares among other material terms, subject to stockholder approval at the Annual Meeting. At the 2012 Annual Meeting of Stockholders of the Company (the “2012 Annual Meeting”) held on December 31, 2012, the majority stockholders of the Company approved the amendment of the Company’s 2001 Stock Options Plan (the “Amended 2001 Stock Option Plan”).

Summary of the Company’s Amended 2001 Stock Incentive Plan Activities

The Board of Directors of the Company did not grant any stock option or stock appreciation right under its amended 2001 Stock Incentive Plan as of the date when the financial statements were issued.

Note 10 - Customer Concentration

One customer accounted for all of the Company’s royalty revenue. A reduction in sales from or loss of such customer would have a material adverse effect on the Company’s results of operations and financial condition.

Note 11 – Adjustments to Previously Issued Consolidated Financial Statements

Subsequent to the original issuance of the Company’s consolidated financial statements as of May 31, 2013 and for the interim transition period then ended as included in its Quarterly Report on Form 10-Q filed with the SEC on July 22, 2013 and in connection with the audit of the Company’s consolidated financial statements as of November 30, 2013 and for the transition period then ended, the Company’s management identified certain accounting misstatements during the period. As a result, the Board of Directors of the Company, in consultation with management and Li and Company, PC, its independent registered public accounting firm, concluded that its previously issued consolidated financial statements as of May 31, 2013 and for the interim transition period then ended, should no longer be relied upon. Accordingly, the Company has restated its previously issued consolidated financial statements for the period. Details of the misstatements are set out below:

- 28 -

Misstatements for the interim transition period ended May 31, 2013:


	Misstatements Dr. (Cr.)			Impact to Statement of Operations

(i) To reverse journal entry of over accrual of interest expense of $3,089 recorded as additional paid-in capital as part of the December 31, 2013 reverse acquisition.

Other income	$	3,089			(3,089	)

Additional paid-in capital		(3,089	)

(ii) To reclassify an up-front fee of $7,500 received from TMC on February 8, 2013 per Option and Joint Venture Agreement dated February 5, 2013 as a return of investment in mineral rights from other income.

Other income	$	7,500			(7,500	)

Mineral rights		(7,500	)

(iii) To record 500,000 shares of TMC common stock (Stock Symbol: TCO.V) issued to the Company on February 23, 2013 valued at CAD60,000 based on CAD0.12 per share (CAD1 approximates $1) on the date of issuance and recorded as a return of investment in mineral rights.

Marketable securities	$	60,000

Mineral rights		(60,000	)

				$	(10,589	)

- 29 -

The following tables present the impact of the above mentioned adjustments to the financial information

Consolidated balance sheet information:

The restated consolidated balance sheet is set out as follows:


American Cordillera Mining Corporation
Consolidated Balance Sheets

				May 31, 2013		May 31, 2013		May 31, 2013
				(As previously reported)		(Adjustments)		(Restated)

ASSETS
	CURRENT ASSETS
		Cash		$	709	$	-	$	709
		Marketable securities			-		60,000		60,000
		Prepaid professional fees			3,482		-		3,482

			Total current assets		4,191		60,000		64,191

	Mineral rights				494,564		(67,500)		427,064

	TOTAL ASSETS			$	498,755	$	(7,500)	$	491,255

LIABILITIES AND STOCKHOLDERS' EQUITY
	CURRENT LIABILITIES
		Accounts payable		$	70,645	$	-	$	70,645
		Convertible notes payable			15,500		-		15,500

			Total current liabilities		86,145		-		86,145

			Total liabilities		86,145		-		86,145

	COMMITMENTS AND CONTINGENCIES

	STOCKHOLDERS' EQUITY
		Preferred stock par value $0.001: 10,000,000 shares
			authorized; none issued or outstanding		-		-		-
		Common stock par value $0.001: 200,000,000 shares
			authorized; 89,882,679 shares issued and outstanding		89,483		-		89,483
		Additional paid-in capital			422,404		50,355		472,759
		Accumulated deficit			(99,277)		(57,855)		(157,132)

			Total Stockholders' Equity		412,610		(7,500)		405,110

	TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY			$	498,755	$	(7,500)	$	491,255

- 30 -

Consolidated statement of operations information:

The restated consolidated statement of operations is set out as follows:


American Cordillera Mining Corporation
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)

			For the Five Months		For the Five Months		For the Five Months
			Ended		Ended		Ended
			May 31, 2013		May 31, 2013		May 31, 2013
			(As previously reported)		(Adjustments)		(Restated)
Revenue
	Revenue from sale of metal bearing concentrate		$	-	$	-	$	-
	Royalty revenue			-		30,000		30,000
		Total revenue		-		30,000		30,000

Cost of revenue
	Cost of revenue			-		14,283		14,283
	Royalty expense			-		-		-
		Total cost of revenue		-		14,283		14,283

Gross Margin				-		15,717		15,717

Operating expenses
	Professional fees			107,666		(9,096)		98,570
	General and administrative			8,137		(5,187)		2,950
		Total operating expenses		115,803		(14,283)		101,520

Loss from operations				(115,803)		30,000		(85,803)

Other (income) expenses
	Interest expense - related party			358		-		358
	Interest income			-		3,089		3,089
	Other (income) expense			(40,589)		37,500		(3,089)
		Other (income) expenses, net		(40,231)		40,589		358

Loss before income tax provision				(75,572)		(10,589)		(86,161)

Income tax provision				-		-		-

Net loss				(75,572)		(10,589)		(86,161)

Other comprehensive income (loss)
	Foreign currency translation gain (loss)			-		-		-
	Unrealized gain (loss) of marketable securities			-		-		-

Comprehensive income (loss)			$	(75,572)	$	(10,589)	$	(86,161)

Net loss per common share
	- Basic and diluted		$	(0.00)	$	(0.00)	$	(0.00)

Weighted average common shares outstanding
	- Basic and diluted			89,201,346		89,201,346		89,201,346

- 31 -

Note 12 - Subsequent Events

The company's management has evaluated the company's financial information for possible material subsequent events through the date when the financial statements were issued. The Management of the Company determined that there were no reportable subsequent events to be disclosed.

- 32 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF OPERATION

THE FOLLOWING PLAN OF OPERATIONS SECTION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED IN THIS QUARTERLY REPORT ON FORM 10-Q. ALL STATEMENTS IN THIS QUARTERLY REPORT RELATED TO OUR CHANGING FINANCIAL OPERATIONS AND EXPECTED FUTURE OPERATIONAL PLANS CONSTITUTE FORWARD-LOOKING STATEMENTS. THE ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THOSE ANTICIPATED OR EXPRESSED IN SUCH STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE.

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principles generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could materially differ from those estimates. We have disclosed all significant accounting policies in Note 2 to the financial statements included in this Form 10-Q.

Corporate Background

American Cordillera Mining Corporation or AMCOR, was incorporated on July 23, 1996, under the laws of the State of Nevada for the purpose of acquiring, importing, marketing, and selling valuable antiquity and art items of Asian origin.

Since we changed business directions into a mining company, our mining exploration stage from inception on March 30, 2012 to ~~August~~May 31, ~~2013~~2014, wehas ~~have~~ generated minimal revenue from our ~~distribution~~mining ~~and~~exploration ~~sales~~ business, while incurring a net loss of approximately $4224,~~064,809 since inception~~125. Because we were unable to develop our original Asian art and antiquities business into a financially viable business, the Board of Directors decided to redirect our business and to acquire mineral properties, leases on mineral properties, and mining claims from Northern Adventures, Inc., a private Nevada corporation.

On December 28, 2012, AMCOR, AMCOR Exploration, Inc., a wholly owned subsidiary of American Cordillera Mining Corporation, Northern Adventures, LLC, and Northern Adventures, Inc. entered into an Asset Purchase Agreement to assign all right, title, and interest of specific NAI owned assets to AMCOR Exploration, with NAI shareholders, on a post acquisition basis, towill hold a controlling 80.5% interest in American Cordillera Mining Corporation. The Asset Purchase Agreement was executed on December 28, 2012 by issuing restricted common stock as consideration to Northern Adventures, Inc. and the exchange of certain promissory notes from Northern Adventures LLC detailed in the Asset Purchase Agreement. Under the terms of the Asset Purchase Agreement, AMCOR exchanged loans to NALLC in the amount of $382,500 including additional accrued interest of $30,564 and issued NAI 71,500,000 shares of restricted common stock as a total consideration for the ~~mineral~~ assets acquired. With the issuance of the 71,500,000 shares to NAI for transferring to its shareholders as a dividend, they own the controlling interest in AMCOR.

The Asset Purchase Agreement related to the acquisition of: 1) all right, title and interest in five existing mineral leases consisting of 154 unpatented claims and 3 patented claims; 2) ownership of 83 unpatented mining claims; and 3) the transfer of all right, title and interest to an Option to Purchase Mineral Leases agreement relating to ten mineral leases granted by the State of Washington covering 4,664 acres of land and 27 unpatented mining claims. On December 6, 2012, the Option to Purchase Mineral Leases was amended between all the parties to the option agreement, Hydro Imaging, Inc., NAI and AMCOR. The amended option agreement speaks to the possibility of a large company entering into an agreement with HydroImaging, Inc., the owner of the prospecting rights and future leases; and the claims, in which case AMCOR would still exercise the existing option pursuant to the same terms and conditions, the only material difference being that it would then acquire all right, title and interest in the agreement between HydroImaging and the unrelated third party company, as compared to acquiring the prospecting rights and future leases directly. HydroImaging, Inc. is owned by David Boleneus, one of our directors.

At December 28, 2012 a total of $41,078 of interest had accrued on the convertible promissory notes with an aggregate principal amount of $486,000. All of these convertible promissory notes and the accrued interest on each note were converted to shares of restricted common stock at $0.05 per share, as of December 28, 2012.

Plan of Operations

AMCOR intends to conduct exploration for gold, silver and base metal deposits and mineral targets ~~primarily located~~ in ~~the following mining districts~~; 1) the Coeur d’Alene Mining District of northern Idaho; 2) in the Quartz Creek Mining District of western Montana; 3) in the Connor Creek Mining District of eastern Oregon; 4) in the Kootenai ARC district in Idaho; 5) the Judith-Moccasin Mining District in central Montana; and 6) the Toroda Creek, Wauconda and Republic Mining Districts in ~~Northern~~northern Washington. Our strategy is to explore for gold, silver and base metal deposits primarily in the Coeur d’Alene Mining District, a world class mining district and other known districts, by forming joint ventures with other companies who will potentially earn their interest in the property by contributing cash and undertaking exploratory work on specific properties. Revival of operations in old districts can be easily justified on the basis of increases in prices of metals in the last decade.

- 1733 -

joint ventures with other companies who will potentially earn their interest in the property by contributing cash. Revival of operations in old districts can be easily justified on the basis of increases in prices of metals in the last decade.

Several important corporate priorities set by AMCOR management are expressed by the choice of these abandoned mines, exploration projects, and prospects. There are certain priorities that may contribute to the strategic advantages to AMCOR’s operations, as well as advantages in efficiencies, economy, and cost savings. These priorities are: (1) the properties be valuable for gold or silver for the purpose of leveraging future returns from the current prices of these metals; additional metal values also known to be present in several of these properties would represent added value; (2) emphasize work in select mining districts in order to leverage operational experiences, similar geology and knowledge bases peculiar within a district; (3) assemble operations within hauling distance to operating custom mills in view of establishing future toll milling agreements; and (4) operate in areas within reasonable commute distance to AMCOR’s base of operations. The emphasis for locating of projects in known mining districts is important because other mining prospects within the same districts are also available from time to time for evaluation and/or acquisition.

We ~~plan to~~ structure our operations in such a way as to keep our capital expenditures and administrative expenses to a minimum. Overhead and staff will be kept to a minimum and the majority of operational duties will be outsourced to consultants and independent contractors. We currently have no employees, but we expect to eventually hire three to five employees, commensurate with the development of our business and the availability of additional capital from the future sale of common stock, of which there is no assurance. We believe that most operational responsibilities can be handled by the officers and directors, and through the working partnership of other consultants. Two of our officers may draw salaries in the future, Frank H. Blair, our President and CEO, and Dwight Weigelt, CPA, our Secretary, Treasurer and Chief Financial Officer. Our other officers and directors may be retained on an as needed basis and will be paid an hourly rate of to be determined by the Board and reimbursed any out of pocket expenses.

We ~~will~~anticipate ~~focus~~that ~~our~~any ~~future~~additional ~~business~~funding onthat ~~evolving~~we ~~into~~require awill ~~growth-orientated,~~be ~~newly~~in ~~reorganized,~~the ~~early~~form ~~stage,~~of ~~and~~equity ~~independent~~financing ~~mineral~~from ~~and~~the ~~precious~~sale ~~metal~~of ~~exploration~~our ~~company~~restricted ~~engaged~~Common ~~in the acquisition~~Stock. However, ~~exploration,~~there ~~exploitation~~is ~~and~~no ~~development~~assurance ofthat ~~mineral~~we ~~and~~will ~~precious~~be ~~metal~~able ~~properties;~~to ~~focusing~~raise ~~our~~sufficient ~~activities~~funding infrom the ~~western~~sale ~~United~~of ~~States~~our restricted Common Stock. ~~Through~~The ~~the~~risky ~~recent~~nature ~~acquisitions~~of ~~from~~this ~~NAI,~~enterprise ~~AMCOR~~and ~~owns~~lack ~~all,~~of ~~right,~~tangible ~~title~~assets ~~and~~places ~~interest~~debt infinancing 83beyond ~~unpatented~~the ~~mining~~credit-worthiness ~~claims~~required ~~which~~by ~~make~~most upbanks ~~four~~or ~~properties;~~typical ~~has~~investors ~~the~~of ~~option~~corporate todebt ~~acquire~~until ~~certain~~such ~~mineral~~time ~~leases~~as ~~from~~an ~~the~~economically ~~state~~viable ofmine ~~Washington~~can ~~covering~~be ~~4,664~~demonstrated. We ~~acres~~do ~~and~~not 27have ~~unpatented~~any ~~mining~~arrangements ~~claims~~ in ~~Okanogan~~place ~~County;~~for ~~and~~any ~~all~~future ~~right,~~equity ~~title~~financing. ~~and~~If ~~interest~~we inare ~~ten~~unable ~~existing~~to ~~mineral~~secure ~~leases.~~additional ~~Seven~~funding, ~~leases~~we ~~covering~~will ~~2,934~~cease or suspend operations.56 We ~~acres~~have ~~were~~no ~~assigned~~plans, toarrangements ~~Kinross~~or ~~Gold~~contingencies ~~USA,~~in ~~Inc~~place in the event that we cease operations.

We will focus our future business on evolving into a growth-orientated, newly reorganized, early stage, and independent mineral and precious metal exploration company engaged in the acquisition, exploration, exploitation and development of mineral and precious metal properties; focusing our activities in the western United States. Through the recent acquisitions from NAI, AMCOR owns all, right, title and interest in 83 unpatented mining claims which make up four properties; 2) has the option to acquire certain mineral leases from the state of Washington covering 4,664 acres and 27 unpatented mining claims in Okanogan County; and 3) all right, title and interest in five existing mineral leases.

Our material financial obligations for the future will include our public reporting expenses, transfer agent fees, bank fees, lease payments due on mineral properties and other recurring fees, combined with any additional operating expense related to our new business.

During the next twelve months we plan to engage in additional joint ventures and attempt to seek financing opportunities to commence a growth plan that will include the acquisition of additional mineral exploration properties as well as the possibility of selling additional equity in the form of common stock.

To accelerate the development program we will attempt to engage in other joint venture programs that will take responsibility, both financially and in labor, of the capital costs of early exploration. This economic strategy may allow us to utilize our own financial assets toward the exploration on our own properties and mineral leases.

Our future financial results will depend primarily on: (i) the ability to discover commercial quantities of precious or base metal on properties which we own or lease: (ii) the ability to continue to source and screen potential projects; (iii) the market price for precious metals; and (iv) the ability to fully implement our exploration and development programs on our nine projects, which is dependent on the availability of capital resources. There can be no assurance that we will be successful in any of these respects or that the prices of metals will be at a level allowing for profitable production, in the event we are able to define a commercial ore body, of which there is no assurance.

Transatlantic Mining Corp. (formerly Archean Star) Agreement

On February 5, 2013, we entered into a definitive Option and Joint Venture ~~agreement~~Agreement with ~~Archean~~Transatlantic ~~Star~~Mining ~~Resources Inc~~Corp. (~~ASR~~"TMC") pertaining to 20 unpatented claims known as the Monitor property, leased by AMCOR pursuant to a Mining Lease with Northern Adventures, LLC. On June 27, 2012, Northern Adventures, LLC originally entered into the Mining Lease with Northern Adventures, Inc., and AMCOR assumed the rights in that Mining Lease from Northern Adventures, Inc. pursuant to the Asset Purchase Agreement dated December 28, 2013. As part of the transaction, AMCOR received 500,000 shares of ASR common stock and will receive an additional 500,000 shares of ASR common stock on the second and third anniversaries of the agreement, subject to ASR going forward with the agreement after year one. ASR will assume the obligations of the underlying lease agreement and paid an up-front fee of $7,500 to AMCOR. Under the terms of the agreement ASR can earn up to 80% ownership interest in the property lease by expending $2,100,000 over a three year period, with a minimum expenditure of $700,000 in year one of the agreement. As of this date ASR has not expended the minimum $700,000 required in year one of the agreement. However, it is anticipated that this minimum expenditure will be made before the first anniversary of the existing agreement with ASR. AMCOR’s interest shall be a Carried Interest until such time as a Bankable Feasibility Study has been produced or a Decision to Mine has been made.

~~As of September 30, ASR completed a multi~~-~~phase~~ ~~surface~~34 exploration program which consisted of mapping, rock chip and soil sampling, and location of an additional 85 unpatented mining claims owned by Northern Adventures LLC, but the costs related to the acquisition of these additional mining claims was paid for by ASR, but deemed to be part of the agreement pursuant to the standard area of influence. The initial surface work was undertaken to delineate the mineralized structures and veins that were known to exist on the Richmond and Monitor properties. -

-dated 18December 28, 2013. As part of the transaction, AMCOR received 500,000 shares of TMC common stock and was to receive an additional 500,000 shares of TMC common stock on the second and third anniversaries of the agreement, subject to TMC going forward with the agreement after year one. (See Note 6) TMC assumed the obligations of the underlying lease agreement and paid an up-front fee of $7,500 to AMCOR in addition to $5,000 already received by AMCOR indirectly from TMC. Under the terms of the agreement TMC can earn up to 80% ownership interest in the property lease by expending $2,100,000 over a three year period, with a minimum expenditure of $700,000 in year one of the agreement. AMCOR’s interest shall be a Carried Interest until such time as a Bankable Feasibility Study has been produced or a Decision to Mine has been made. A Carried Interest means that AMCOR is not required to contribute any capital or pay any costs related to exploration or development of the property until such time as the joint venture is formed. A Bankable Feasibility Study is an independently audited document that analyses all technical and financial risks before the construction of mine including: capital costs, grades, permits, taxation, cash flow, strip ratio, politics, water, power, labor, revenues, royalties, metallurgy, milling and transport.

As of September 30, 2013, TMC completed a multi-phase surface exploration program which consisted of mapping, rock chip and soil sampling, and location of an additional 85 unpatented mining claims owned by Northern Adventures LLC, but the costs related to the acquisition of these additional mining claims was paid for by TMC, but deemed to be part of the agreement pursuant to the standard area of influence. The initial surface work was undertaken to delineate the mineralized structures and veins that were known to exist on the Richmond and Monitor properties. Initial work was completed related to opening the Adair adit, which was a haulage way that was driven in the 1920’s. Access was gained back to a point approximately 3,200 feet from the portal. Additional work will be required to be completed to gain complete access to the balance of the haulage way, which estimated from historical maps to continue for another 2,000 feet or more. Applications have been made to the United States Forest Service to receive permits to undertake a rehabilitation of the Adair portal and to drill up to 12 surface diamond drill holes in the spring of 2014. ~~As of September 30, ASR has expended approximately $485,000 on the project.~~

TMC agreed to issue 500,000 shares of its restricted common stock to AMCOR on, or before, February 5, 2014, per the joint venture option agreement's second year requirements related to the Monitor mine, but these shares were not issued until March 12, 2014. As of May 31, 2014, only $593,274 had been expended by TMC on the Monitor-Richmond property. The Company has carried forward the $106,726 deficiency to year two, making the required expenditure for year two to be $806,726.

Kinross Agreement

On April 5, 2013 ~~AMCOR~~we exercised an option to acquire three mineral leases located in Okanogan County, Washington ~~from Hydro Imaging~~, ~~Inc.,~~ pursuant to an Option to Purchase Mineral Leases between Hydro Imaging, Inc. and Northern Adventures, Inc. (NAI) entered into on June 25, 2012 and amended on December 7, 2012, which option was transferred to us on December 28, 2012 by NAI pursuant to an Asset Purchase Agreement. ~~We also acquired Hydro Imaging’s rights in a Mineral Lease and Assignment agreement with Kinross Gold USA, Inc.~~ The original option was granted by HydroImaging, Inc (Hydro), a private company owned solely by David Boleneus, currently a member of our board of directors, to NAI on June 25, 2012. Under the terms of the original option, Hydro granted ~~AMCOR~~ the right to acquire ten leases granted by the Department of Natural Resources for the State of Washington totaling 4,583.76 acres and 27 unpatented mining claims located in the Toroda Creek-Wauconda Mining district in Okanogan country in the State of Washington for the payment of an exercise price of $10,000.

An amendment to the Option to Purchase Mineral Leases on December 7, 2012 provided Hydro the authority to enter into a Mining Lease and Assignment agreement with Kinross Gold USA, Inc. (Kinross), as an alternative to transferring the ten leases and subject to Hydro executing an agreement with Kinross. As an alternative to acquiring the ten leases and pursuant to the amendment, AMCOR was also granted an option to acquire all right, title and interest in any agreement reached between Kinross and Hydro. On February 28, 2013, Hydro concluded ~~the~~a Mining Lease and Assignment agreement with Kinross ~~concerning~~transferring seven of the ten mineral leases totaling 2,934.56 acres and a lease on 27 unpatented mining claims located in Okanogan County, Washington. ~~Seven~~The ofseven ~~the~~ state leases were transferred from Hydro to Kinross and approved by the State of Washington on March 27, 2013. Pursuant to the terms of the Kinross agreement, Kinross will assume all of the underlying obligations, annual rental expenses, and work requirements related to the seven leases and 27 unpatented mining claims. The remaining three state mining leases totaling 1,649.2 acres will be transferred from Hydro to AMCOR, subject to approval from the Department of Natural Resources for the State of Washington.

Under the terms of the Mining Lease and Assignment agreement ~~acquired by AMCOR from Hydro-Imaging~~, Kinross will pay AMCOR production royalties as follows: a 1% net smelter return royalty on all minerals extracted from the area covered by the 7 leases and a 2.5% net smelter return royalty on all minerals extracted from the area covered by the 27 unpatented mining claims. The amount of royalties to be paid (both production royalties and advance royalty payments) are capped at $3 million per lease. Kinross will also pay advance royalty payments in the aggregate amount of $1 million as follows: $15,000 payable within 7 days of February 28, 2013, the effective date, $15,000 payable within 15 days of the effective date, $40,000 payable on February 28, 2014, $50,000 payable on February 28, 2015, and thereafter the annual advance royalty payment is to increase by 5% per year up to a maximum annual payment of $100,000. Kinross satisfied the initial two $15,000 payments as well as the first year payment of $40,000. The obligation to pay the advance royalty payment shall cease once an aggregate of $1 million has been paid. Advance minimum royalty payments shall be creditable against the production royalties. The production royalty payments for ~~minerals~~Minerals produced from the state leases shall be capped at $3,000,000 for each of the seven leases, including any advanced royalty payments to be offset. Kinross also undertakes to make such payments and undertake such other actions necessary to maintain the seven state mining leases and the unpatented claims in effect and good standing.

- 35 -

Bayhorse Silver Inc. Agreement

On December 4, 2013, AMCOR signed an Option and Joint Venture Agreement with Bayhorse Silver Inc. ("BSI"), a Canadian mineral exploration company, whereby BSI can acquire an option to earn an 80% interest in the Bayhorse Silver Mine ("Bayhorse") in east-central Oregon State. The terms of the Agreement called for a payment of US$20,000 from BSI to AMCOR subsequent to the execution of the agreement and that payment was received in December 2013. To earn the 80% interest the BSI is required to conduct a minimum of US$100,000 per year on exploration expenditures on the property on, or before, each of the first two anniversaries of the Agreement, US$300,000 on or before the third anniversary of the Agreement and expend US$500,000 on or before the fourth and fifth anniversaries of the Agreement. In addition, BSI issued 500,000 shares of its restricted common stock to AMCOR, per the agreement, on December 16, 2013. An additional 500,000 restricted shares of BSI shall be issued to AMCOR on the third anniversary of the Agreement and 500,000 restricted shares on the fifth anniversary of the Agreement. BSI will assume the obligations of the underlying lease agreement with Northern Adventures, Inc.

On December 16, 2013, Bayhorse Silver Inc. issued 500,000 shares of BSI common stock (Stock Symbol: BSI.V) to the Company, which was valued at CAD50,000 based on CAD0.10 per share on the date of issuance (CAD1 approximates $1) and recorded as return of investment in mineral rights.

On December 24, 2013 and December 27, 2013 BSI paid the Company two payment of $10,000 each, or $20,000 in aggregate, which was recorded as return of investment in mineral rights.

On February 12, 2014, Bayhorse Silver Inc. issued 125,000 shares of its subsidiary, Silcom Systems Inc. (Silcom), restricted common stock to the Company for no consideration. The issuance was dividend shares from their subsidiary, Silcom, given to shareholders of Bayhorse Silver Inc. There is no market for the shares currently.

Royalty Obligations and Work Requirement with Mining Leases of Bayhorse, Vienna, Quartz Creek, and Trout Creek:

The four leases including the Bayhorse, Vienna, Quartz Creek, and Trout Creek required first anniversary payments by the Company of $10,000 each and second anniversary payment by the Company of $20,000 each to the lessees, but no payments have been made. The first anniversary royalty payment was deferred until December 31, 2014 or payable within ten business days after the Company secures funding in excess of $500,000. The second anniversary royalty payment was deferred until December 31, 2014 or payable within ten business days after the Company secures funding in excess of $500,000.

The first and second year work requirement for the Vienna, Quartz Creek, and Trout Creek leases have also been deferred, allowed to be accomplished at the earliest possible time, weather permitting. The first and second year work requirement for the Bayhorse lease has been fulfilled.

The Box Group and McKinley-McNally Properties

The 15 unpatented mining claims located in Stevens County, Washington referred to as the Box Group were reduced to six claims in 2014. The 15 unpatented mining claims located in Stevens County, Washington referred to as the McKinley-McNally Property, were reduced to six claims in 2014.

Results of Operations

Since AMCOR ~~was~~became ~~formed~~a mining company and entered exploration stage on ~~July~~March 2330, ~~1996~~2012 (inception), it has earned minimal ~~revenues~~revenue of $70,000 and has incurred ana deficit accumulated ~~deficit~~during ~~since~~the ~~its~~exploration ~~inception~~stage of ~~approximately~~ $4224,~~065,000~~125 through ~~August~~May 31, ~~2013~~2014. Results of operations for the six months ended May 31, 2014, compared to the five months ended May 31, 2013 are as follows:

~~Operating Expenses and Net Loss~~Revenue

~~Net~~We ~~cash~~generated ~~used~~no inrevenue ~~operating~~from ~~activities~~sale ~~during the eight months ended August 31, 2013 was $54,060 as compared to net cash used in operating activities during the eight months ended August 31, 2012~~ of ~~$78,057. The~~metal ~~significant~~bearing ~~decrease~~concentrate infor ~~net cash used between~~ the ~~two~~six ~~eight month periods was attributable mainly to an increase in accounts payable of $22,961 related to an increase in professional fees. For the eight~~ months ended ~~August~~May 31, ~~2013~~2014, weor ~~reported a net loss of $96,538 compared to a net loss of $96,027 during~~ the ~~eight~~five months ended ~~August~~May 31, ~~2012~~2013. There was a large decrease in land consulting expenses of $31,259 and a large increase in professional fee expenses of $68,570, as well as a minor increase of $6,830 in general and administrative expenses. An increase of other income between the periods of $42,853 made the net loss for each period similar. We have begun a new exploration stage between the 2013 and 2012 periods, which would be expected to change our future expectations.

-We 19earned -$40,000 in royalty revenue for the six months ended May 31, 2014, and $30,000 for the five months ended May 31, 2013. The cost of revenue was $7,522 for the six months ended May 31, 2014 in comparison with $14,283 for the five months ended May 31, 2013.

~~Revenues~~Operating Expenses

We- ~~had~~36 ~~no sales revenue in the eight months ended August 31, 2013 and August 31, 2012. The lack of revenue is attributable to the change in business focus of our company in 2012.~~-

~~Liabilities~~For the six months ended May 31, 2014, we incurred $28,875 in professional fees and $4,893 in general and administrative expenses in comparison with the five months ended May 31, 2013 where we incurred $98,570 in professional fees and $2,950 in general and administrative expenses. The decrease in professional fees was attributable to the previous cost associated with the acquisition of mineral assets and change of business direction. The increase in general and administrative expenses was attributable mainly to increase in rent expense. We expect operating expenses for our 2014 fiscal year to remain comparable in comparison with that for our 2013 transition period.

AtNet ~~August~~cash ~~31,~~used ~~2013,~~in weoperating ~~had~~activities ~~total~~for ~~liabilities~~the ofsix ~~$110,393~~months ~~and~~ended ~~$44,726~~May ~~at December~~ 31, ~~2012. The~~2014 ~~increase~~ was ~~due~~$29,411 towhich ~~more~~includes ~~accounts~~net ~~payable. Of~~loss ~~the~~of $~~110~~2,~~393~~948, inoffset ~~total~~by ~~liabilities,~~a ~~$74,893~~decrease ~~was~~in ~~accounts~~prepaid ~~payable,~~expenses ~~mostly~~of ~~payable~~$5,000, toa ~~our~~decrease ~~independent~~in ~~auditor~~accounts payable of $5523,~~658. In addition~~122, ~~$35,500~~and ofan ~~liabilities~~accrued ~~was~~expense ~~for~~of ~~convertible notes payable~~$1,659.

~~Other~~Net ~~Comprehensive~~cash ~~Income~~provided by investing activities for the six months ended May 31, 2014 was $20,000 which includes cash provided by return of investment in mineral rights of $20,000.

InNet ~~February~~cash ~~2013~~provided ~~the~~by ~~Company~~financing ~~received~~activities ~~restricted~~for ~~securities~~the ~~from~~six ~~Archean~~months ~~Star~~ended ~~Resources~~May 31, ~~Inc.~~2014 aswas ~~part~~$12,800 ofwhich aincludes ~~joint~~cash ~~venture. The~~proceeds ~~shares~~from ~~are~~related ~~accounted~~party ~~for~~notes aspayable ~~available-for-sale~~of ~~securities. The~~$20,000, ~~Company~~proceeds ~~does~~from ~~not~~notes ~~expect~~payable toof ~~sell these shares~~$300, ~~which~~and ~~are~~offset ~~restricted~~by ~~for~~cash ~~certain~~used ~~trading~~in ~~purposes,~~repayments ~~but~~of ~~had~~related aparty ~~fair~~notes ~~market~~payable ~~value~~ of $877,500 ~~as of August 31, 2013~~.

Liquidity and Capital Resources

~~Our~~With ~~cash~~respect into ~~the~~long ~~bank~~term atliquidity ~~August~~(periods ~~31,~~in ~~2013~~excess ~~was $20,991. We do not have any available lines~~ of ~~credit. Since~~one ~~inception~~year), we ~~have~~are ~~financed~~unable ~~our~~to ~~operations~~reasonably ~~from~~project ~~private~~or ~~placements~~otherwise ofmake ~~equity~~assumptions ~~securities~~concerning ~~and~~future ~~loans. On~~cash ~~December~~flows ~~28,~~or ~~2012,~~amounts ~~AMCOR issued a total~~ of ~~10,541,568~~funds ~~shares~~that ofmay ~~restricted~~be ~~common~~available ~~stock~~to inus. Although ~~exchange~~lease ~~for~~royalty ~~the~~agreements ~~conversion~~are ~~of debt~~ in ~~the amount of $486~~place,~~000~~ ~~and~~those ~~accrued~~can ~~interest~~be ofcancelled ~~$41,078~~at asany oftime ~~November~~by ~~30,~~the ~~2012. At~~other ~~May 31, 2013, our total liabilities were $86,145~~party. OfWith ~~these~~additional ~~liabilities,~~funding ~~$15,500~~to ~~were~~carry ~~from convertible notes payable all due December 31, 2013. A $10,000 loan~~ on ~~December~~and ~~31,~~support ~~2012~~operations, ~~with~~management 8%anticipates ~~interest~~that ~~per~~our ~~annum~~operating ~~and~~expenses ~~convertible~~would toincrease ~~common~~in ~~shares~~the atlong-term ~~$0.05~~as ~~per~~a ~~share~~result ~~was~~of ~~due~~an onincrease ~~January~~in ~~31,~~sales ~~2013. This~~and ~~loan~~marketing ~~was reduced by $2~~activities,~~500~~ onas ~~February~~well ~~12,~~as ~~2013~~general and ~~the~~administrative ~~balance of $7,500 remains outstanding and the maturity date has been extended to December 31, 2013~~costs. ~~Four other non~~Long-~~interest~~term ~~bearing~~liquidity ~~loans~~is ~~that~~directly ~~were~~dependent ~~outstanding~~upon ateither ~~December 31, 2012, in~~ the ~~aggregate~~future ~~principal~~success ~~amount~~ of ~~$4,500~~our ~~were~~business ~~repaid~~or onour ~~April~~ability 4,to ~~2013.~~identify Onand ~~March~~acquire ~~8, 2013, we issued~~ a ~~convertible~~favorable ~~promissory~~business ~~note~~opportunity tothrough anmerger ~~accredited~~or ~~investor~~acquisition. Without ~~relating~~reasonable tofunding ~~a loan~~ in the ~~amount~~near ~~of $5~~future,~~000~~ atwe 5%would ~~interest~~attempt ~~per~~to ~~annum~~enter ~~with~~into aone ~~maturity~~or ~~date~~more ofbusiness ~~June~~transactions ~~30,~~that ~~2013. On~~could ~~March~~involve ~~21, 2013, we issued~~ a ~~convertible~~merger ~~promissory~~or ~~note~~sale toof anour ~~accredited~~company ~~investor~~and/or ~~relating to a loan in~~ the ~~amount~~sale of ~~$3,000~~some ator 5%all ~~interest per annum with a maturity date~~ of ~~June~~its ~~30,~~assets ~~2013. The~~to ~~maturity~~protect ~~date~~our ofshareholders’ ~~these~~interest ~~notes~~and ~~was extended to December 31, 2013~~investments. OnNo ~~June~~binding ~~28,~~merger ~~2013,~~or weacquisition ~~issued~~agreements ahave ~~$20,000~~been ~~convertible~~entered ~~promissory~~into ~~note~~at tothis ~~an affiliate, Manuel Graiwer, who is a member of our board of directors~~time.

OnOur ~~August~~cash ~~21,~~in ~~2013,~~the webank ~~entered~~at ~~into~~May a31, ~~definitive~~2014 ~~agreement~~was ~~relating~~$3,527. We todo ~~the~~not ~~private~~have ~~placement~~any ofavailable ~~$5,000~~lines of ~~our~~credit. Since ~~securities~~inception ~~through~~we ~~the~~have ~~sale~~financed ofour ~~100,000~~operations ~~shares~~from ofprivate ~~AMCOR~~placements ~~common~~of ~~stock~~equity atsecurities, ~~$0.05~~royalty ~~per~~revenue, ~~share~~and ~~to an individual~~loans. On ~~August~~May 3031, ~~2013~~2014, we ~~entered~~had ~~into a definitive agreement relating to the private placement of~~ $1215,~~000~~500 ofdue ~~its~~for ~~securities~~convertible ~~through~~notes ~~the~~payable, ~~sale of 200~~20,000 ~~shares~~due offor ~~its~~related ~~common~~party ~~stock~~convertible atnotes payable, $~~0.06~~12,500 ~~per~~due ~~share~~for torelated anparty ~~individual. In~~notes ~~these~~payable, ~~private~~and ~~placements we relied on the exemption from registration provided by Section 4(~~$2),800 ofdue ~~the~~for ~~Securities~~notes ~~Act of 1933~~payable. We ~~believed~~intend ~~that~~to ~~Section~~pay ~~4(2)~~these ~~was~~notes ~~available~~from ~~because~~private ~~the~~placements ~~offer~~of ~~and~~equity ~~sale~~securities ~~involved sophisticated investors with full disclosure~~ and ~~did~~royalty ~~not~~revenue, ~~involve~~but aif ~~public~~we ~~offering~~are ~~and~~unable ~~there~~to ~~was~~raise noadditional ~~general~~capital ~~solicitation~~ or ~~general~~receive ~~advertising~~further ~~involved~~loans inon ~~the~~an ~~offer~~as orneeded ~~sale~~basis, ~~and~~we nowill ~~fees~~have ~~were~~to ~~paid~~curtail inor ~~connection~~cease ~~with~~our ~~the transaction~~operations. ~~Proceeds were used for normal business activity.~~

Our recent cash burn rate in our operations ~~during~~over ~~2013~~the six months ended May 31, 2014, has been approximately $~~12,000~~500 per month. We expect that that cash burn rate to increase substantially over the next quarter due to ~~mineral~~increased ~~lease~~professional fees and ~~claim~~general ~~payments~~and administrative fees related to a private placement offering to be ~~made~~launched in July 2014. Given this recent rate of use of cash in our operations, ~~and the additional capital~~ we ~~raised in August 2013, we~~ do not have sufficient capital to carry on operations past ~~October~~August ~~2013~~2014. Our long term capital requirements and the adequacy of our available funds will depend on many factors, including the reporting company costs, public relations fees, and operating expenses, among others. If we are unable to raise additional capital to repay loans, generate sufficient revenue, or receive further loans on an as needed basis, we will have to curtail or cease our operations.

We believe that we could experience negative operating cash flow for the foreseeable future. At May 31, 2014, we had outstanding liabilities of $109,474 of which $50,800 was due to convertible and non-convertible notes payable. If our outstanding non-convertible loans are not repaid before ~~their due dates of~~ December 31, ~~2013,~~2014 and our convertible debt is not converted to equity before ~~these~~December ~~dates~~31, 2014, and we cannot repay this debt on the maturity date, we will be required to ask for extensions from the lenders or engage in another equity offering to provide capital to repay the debt. If the lenders do not convert their debt to equity and we cannot raise further capital through and equity offering, there is a high probability that the company would become insolvent and could potentially go out of business.

-Our 20existing -cash position is not sufficient to support our operations. Accordingly, we continue to examine a range of possible funding sources, including additional strategic alliances, additional equity or debt private placements, the sale of existing assets, as well as the possibility of entering into one or more business transactions that could involve a merger or sale of our company and/or the sale of some or all of its assets. We do not currently have any contractual restrictions on our ability to incur debt. Any such indebtedness could contain covenants that would restrict our operations. There can be no assurance that additional financing will be available on terms favorable to us, or at all. If equity or convertible debt securities are issued, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences or privileges senior to those of our common stock. This effect is attributed to the fact that while additional shares of common stock are issued from our treasury, our earnings at that particular moment remain consistent and, therefore, the earnings per share decreases. If we are unsuccessful in these efforts, we will be required to curtail our ongoing operations. If we were unable to sufficiently curtail our

~~Our~~- ~~existing~~37 cash position is not sufficient to support our operations. Accordingly, we continue to examine a range of possible funding sources, including additional strategic alliances, additional equity or debt private placements, the sale of existing assets, as well as the possibility of entering into one or more business transactions that could involve a merger or sale of our company and/or the sale of some or all of its assets. We do not currently have any contractual restrictions on our ability to incur debt. Any such indebtedness could contain covenants that would restrict our operations. There can be no assurance that additional financing will be available on terms favorable to us, or at all. If equity or convertible debt securities are issued, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution and such securities may have rights, preferences or privileges senior to those of our common stock. This effect is attributed to the fact that while additional shares of common stock are issued from our treasury, our earnings at that particular moment remain consistent and, therefore, the earnings per share decreases. If we are unsuccessful in these efforts, we will be required to curtail our ongoing operations. If we were unable to sufficiently curtail our costs in such a situation, we might be forced to seek protection of the courts through reorganization, bankruptcy or insolvency proceeding, or cease operations completely.-

costs in such a situation, we might be forced to seek protection of the courts through reorganization, bankruptcy or insolvency proceeding, or cease operations completely.

Going Concern

Our independent ~~public~~auditors ~~accountants~~ have included an explanatory ~~paragraphs~~paragraph in their report on the audits of our consolidated financial statements for the ~~years~~transition period ended ~~December~~November 3130, ~~2012 and 2011~~2013, which express substantial doubt about our ability to continue as a going concern. As discussed in Note 3 ofto ~~our~~the consolidated financial statements included ~~with~~in our ~~2012~~2013 Annual Report on Form 10-K, we have suffered recurring losses from operations since inception and have ana deficit accumulated ~~deficit~~during the exploration stage that raises substantial doubt about ~~the~~our ~~Company’s~~ ability to continue as a going concern.

Critical Accounting Policies and Estimates

Please see Note 2 of the financial statements.

Subsequent Events

~~On September 27, 2013, we became eligible through our application with the Depository Trust Company for electronic trading. The trading symbol is AUAG.~~None

On September 30, 2013, we entered into a definitive agreement relating to the private placement of $6,000 of our securities through the sale of 100,000 shares of AMCOR common stock at $0.06 per share to an individual. In that private placement we relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. We believed that Section 4(2) was available because the offer and sale involved a sophisticated investor with full disclosure and did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale and no fees were paid in connection with the transaction. Proceeds were used for normal business activity.

On October 11, 2013, the Company issued a promissory note to a non-affiliated entity, relating to a loan in the amount of $1,000 at 5% interest per annum with a maturity date of October 11, 2014.

On October 15, 2013, the Company issued a promissory note to a non-affiliated individual, relating to a loan in the amount of $1,500 at 5% interest per annum with a maturity date of October 15, 2014

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this quarterly report on Form 10-Q, an evaluation was carried out by our management, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures. Based on its evaluation, and in light of the previously-identified material weaknesses in internal control over financial reporting, as of November 30, 2013, described in the 2013 Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2014, our disclosure controls and procedures were not effective.

- 21 -

weaknesses in internal control over financial reporting, as of December 31, 2012, described in the 2012 Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer concluded that, as of August 31, 2013, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. There has been no progress towards remediating our previously disclosed material weakness due to the lack of funding.

- 38 -

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Registrant is not currently involved in any litigation.

ITEM 1A. RISK FACTORS

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

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

On August 21, 2013, we entered into a definitive agreement relating to the private placement of $5,000 of our securities through the sale of 100,000 shares of AMCOR common stock at $0.05 per share to an individual. In that private placement we relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. We believed that Section 4(2) was available because the offer and sale involved a sophisticated investor with full disclosure and did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale and no fees were paid in connection with the transaction. Proceeds were used for normal business activity.None

On August 30, 2013, we entered into a definitive agreement relating to the private placement of $12,000 of our securities through the sale of 200,000 shares of AMCOR common stock at $0.06 per share to an individual. In that private placement we relied on the exemption from registration provided by Section 4(2) of the Securities Act of 1933. We believed that Section 4(2) was available because the offer and sale involved a sophisticated investor with full disclosure and did not involve a public offering and there was no general solicitation or general advertising involved in the offer or sale and no fees were paid in connection with the transaction. Proceeds were used for normal business activity.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURE

[Not Applicable]

ITEM 5. OTHER INFORMATION

None

- 22 -

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

Exhibits
3.1	Articles of Incorporation*
3.2	By-Laws*
10.1	2001 Stock Option Plan (Incorporated by reference to Exhibit 10.1 to the December 31, 2008 Annual Report on Form 10-K) (File No. 000-50738)
10.2	Option and Joint Venture Agreement between AMCOR and Archean Star Resources, Inc. dated February 5, 2013 (incorporated hereto by reference to Form 8-K, Exhibit 10.1 filed with the Securities and Exchange commission on February 11, 2013, file number 000-50738)
10.3	Notice of Intent to Exercise Option Agreement between AMCOR and HydroImaging, Inc dated April 5, 2013. (incorporated hereto by reference to Form 8-K, Exhibit 10.1 filed with the Securities and Exchange commission on April 11, 2013, file number 000-50738)
10.4	Mining Lease and Assignment agreement between Kinross Gold USA, Inc. and Hydro Imaging, Inc. dated February 28, 2013. (incorporated hereto by reference to Form 8-K, Exhibit 10.2 filed with the Securities and Exchange commission on April 11, 2013, file number 000-50738)
31.1	Section 302(a) Principal Executive Officer Certification
31.2	Section 302(a) Principal Financial Officer Certification
32.1	Section 1350 Certifications
32.2	Section 1350 Certifications
101.INS**	XBRL Instance Document
* Incorporated by reference to the Registrant's Registration Statement on Form 10SB12G filed on May 3, 2004, File No. 000-50738
101.SCH**	XBRL Taxonomy Extension Schema Document
101.CAL**	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**	XBRL Taxonomy Extension Labels Linkbase Document
101.PRE**	XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF**	XBRL Taxonomy Extension Definition Linkbase Document
* Incorporated by reference to the Registrant's Registration Statement on Form 10SB12G filed on May 3, 2004, File No. 000-50738 ** Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

- 2339 -

SIGNATURES

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

APD ANTIQUITIES, INC.

BY: /s/ Frank H. Blair Date: ~~October~~July 21, ~~2013~~2014 Frank H. Blair President, CEO

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