U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: March 31, ~~2011~~2012

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

Commission file number: 000-53326

DRC VENTURES, INC.

(Exact name of registrant as specified in its charter)

Nevada		26-2423443
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

497 Willow Street, South Hempstead, New York 11550

(Address of principal executive offices)

(516) 594-4401

(Issuer's telephone number)

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

~~fiscal~~Indicate ~~year,~~by ifcheck ~~changed~~mark ~~since~~whether ~~last~~the ~~report~~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. ý Yes o No

Indicate by check mark whether the registrant ~~(1)~~ has ~~filed~~submitted ~~all~~electronically ~~reports~~and posted on its corporate Web site, if any, every Interactive Data File required to be ~~filed~~submitted byand ~~Section~~posted 13pursuant orto ~~15(d)~~Rule 405 of ~~the~~Regulation ~~Securities~~S-T ~~Exchange~~(§232.405 ~~Act~~ of ~~1934~~this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to ~~file~~submit ~~such reports),~~ and ~~(2)~~post ~~has been subject to~~ such ~~filing requirements for the past 90 days~~files). x x Yes ¨ o No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every

Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

¨ Yes ¨ 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.

Large accelerated filer ¨o Accelerated filer ¨o Non-accelerated filer ¨o (Do not check if a smaller reporting company) Smaller reporting company xý

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

~~APPLICABLE~~State ~~ONLY~~the TOnumber ~~ISSUERS~~of ~~INVOLVED~~shares INoutstanding ~~BANKRUPTCY~~of each of the issuer's classes of common equity, as of the latest practicable date: At May 21, 2012 there were 1,000,000 shares of common stock outstanding.

PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.¨ Yes ¨ No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At May 17, 2011 there were 1,000,000 shares of common stock outstanding.

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

Balance Sheets as of March 31, 2012 and June 30, 2011 (unaudited)			F-2

Statements of Operations for the three months and nine months ended March 31, 2012 and 2011 and the period from April 15, 2008 (Date of Inception) to March 31, 2012 (unaudited)			F-3

Statement of Stockholders’ Deficit as of March 31, 2012 (unaudited)			F-4

Statements of Cash Flows for the nine months ended March 31, 2012 and 2011 and the period from April 15, 2008 (Date of Inception) to March 31, 2012 (unaudited)			F-5

Notes to Financial Statements			F-6

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

TABLE OF CONTENTS

MARCH 31, 2012

F-1

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF MARCH 31, ~~2011~~2012 AND JUNE 30, ~~2010~~2011

	March 31, 2011			June 30, 2010
	March 31, 2012			June 30, 2011
ASSETS
Current Assets
Cash and equivalents	$	08		$	10
TOTAL ASSETS	$	08		$	10
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Liabilities
Current Liabilities
Accrued expenses	$	~~500~~4,360		$	3,~~750~~560
Accrued interest – related party		35,~~401~~717			23,~~136~~997
Loan payable - related party		2529,~~065~~561			1727,~~215~~721
Total Liabilities		2839,~~966~~638			2335,~~101~~278
Stockholders’ Deficit
Common Stock, $.0001 par value, 100,000,000 shares authorized, 1,000,000 shares issued and outstanding		100			100
Preferred Stock, $.0001 par value, 10,000,000 shares authorized, -0- shares issued and outstanding		0			0
Stock subscription receivable		0			~~(100~~0	)
Deficit accumulated during the development stage		(2839,~~966~~730	)		(2335,~~100~~378	)
Total Stockholders’ Deficit		(2839,~~966~~630	)		(2335,~~100~~278	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	08		$	10

See accompanying notes to financial statements.

F-2

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS AND NINE MONTHS ENDED MARCH 31, ~~2011~~2012 AND ~~2009~~2011

PERIOD FROM APRIL 15, 2008 (INCEPTION) TO MARCH 31, ~~2011~~2012

	Three months ended March 31, 2011			Three months ended March 31, 2010			Nine months ended March 31, 2011			Nine months ended March 31, 2010			Period from April 15, 2008 (Inception) to March 31, 2011
	Three months ended March 31, 2012			Three months ended March 31, 2011			Nine months ended March 31, 2012			Nine months ended March 31, 2011			Period from April 15, 2008 (Inception) to March 31, 2012
REVENUES	$	0		$	0		$	0		$	0		$	0
EXPENSES
Professional fees		~~1,100~~600			1,~~500~~100			42,~~200~~300			34,~~700~~200			2329,~~645~~445
General and administrative expenses		0254			0			~~500~~332			~~579~~500			24,~~019~~568
TOTAL EXPENSES		~~1,100~~854			1,~~500~~100			42,~~700~~632			4,~~279~~700			2534,~~664~~013
LOSS FROM OPERATIONS		(~~1,100~~854	)		(1,~~500~~100	)		(42,~~700~~632	)		(4,~~279~~700	)		(2534,~~664~~013	)
OTHER EXPENSES
Interest expense		~~470~~588			~~324~~470			1,~~266~~720			~~777~~1,266			35,~~402~~717
LOSS BEFORE PROVISION FOR INCOME TAXES		(1,~~570~~442	)		(1,~~824~~570	)		(54,~~966~~352	)		(5,~~056~~966	)		(2939,~~066~~730	)
PROVISION FOR INCOME TAXES		0			0			0			0			0
NET LOSS	$	(1,~~570~~442	)	$	(1,~~824~~570	)	$	(54,~~966~~352	)	$	(5,~~056~~966	)	$	(2939,~~066~~730	)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)	$	(0.0100	)	$	(0.0100	)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		1,000,000			1,000,000			1,000,000			1,000,000

See accompanying notes to financial statements.

~~See accompanying notes to financial statements.~~F-3

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENT OF STOCKHOLDERS’ DEFICIT (unaudited)

PERIOD FROM APRIL 15, 2008 (INCEPTION) TO MARCH 31, ~~2011~~2012

	Common Stock				Stock subscription			Deficit accumulated during the development
	Shares		Amount		receivable			stage			Total
Inception, April 15, 2008		0	$	0	$	0		$	0		$	0
Issuance of common stock to founders for stock subscription receivable @ $.0001		1,000,000		100		(100	)		-			0
Net loss for the period ended June 30, 2008		-		-		-			(9,195	)		(9,195	)
Balance, June 30, 2008		1,000,000		100		(100	)		(9,195	)		(9,195	)
Net loss for the year ended June 30, 2009		-		-		-			(3,763	)		(3,763	)
Balance, June 30, 2009		1,000,000		100		(100	)		(12,958	)		(12,958	)
Net loss for the year ended June 30, 2010		-		-		-			(10,142	)		(10,142	)
Balance, June 30, 2010		1,000,000		100		(100	)		(23,100	)		(23,100	)
Cash received for stock subscription receivable		-		-		100			-			100
Net loss for the nine months ended March 31, 2011		-		-		-			(5,966	)		(5,966	)
Net loss for the year ended June 30, 2011		-		-		-			(12,278	)		(12,278	)
Balance, March 31, 2011		1,000,000	$	100	$	0		$	(29,066	)	$	(28,966	)
Balance, June 30, 2011		1,000,000		100		0			(35,378	)		(35,278	)
Net loss for the nine months ended March 31, 2012		-		-		-			(4,352	)		(4,352	)
Balance, March 31, 2012		1,000,000	$	100	$	0		$	(39,730	)	$	(39,630	)

See accompanying notes to financial statements.

F-4

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE NINE MONTHS ENDED MARCH 31, ~~2011~~2012 AND ~~2010~~201

PERIOD FROM APRIL 15, 2008 (INCEPTION) TO MARCH 31, ~~2011~~2012

	Nine months ended March 31, 2011			Nine months ended March 31, 2010			Period from April 15, 2008 (Inception) to March 31, 2011
	Nine months ended March 31, 2012			Nine months ended March 31, 2011			Period from April 15, 2008 (Inception) to March 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss for the period	$	(54,~~966~~352	)	$	(5,~~056~~966	)	$	(2939,~~066~~730	)
Change in non-cash working capital items:
Changes in assets and liabilities:
Increase (decrease) in accrued expenses		~~(3,250~~800	)		0(3,250	)		~~500~~4,560
Increase in accrued interest – related party		1,~~265~~720			~~777~~1,265			35,~~401~~717
CASH FLOWS USED BY OPERATING ACTIVITIES		(71,~~951~~832	)		(47,~~279~~951	)		(2529,~~165~~653	)
CASH FLOWS FROM FINANCING ACTIVITIES
Loans received from related party		71,~~850~~840			37,~~770~~850			2529,~~065~~561
Proceeds from sales of common stock		~~100~~0			0100			100
NET CASH PROVIDED BY FINANCING ACTIVITIES		71,~~950~~840			37,~~770~~950			2529,~~165~~661
NET INCREASE (DECREASE) IN CASH		(18	)		(~~509~~1	)		08
Cash, beginning of period		10			~~520~~1			0
Cash, end of period	$	08		$	110		$	08
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0
SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES:
Shares issued for subscription receivable	$	0		$	0		$	100

See accompanying notes to financial statements.

F-5

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, ~~2011~~2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

DRC Ventures, Inc. (“DRC Ventures” and the “Company”) was organized under the laws of the State of Nevada on April 15, 2008 as a corporation. The Company’s objective is to acquire or merge with a target business or company in a business combination.

Development Stage Company

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles related to development-stage companies. A development-stage company is one in which planned principal operations have not commenced or if its operations have commenced, there has been no significant revenues there from.

Basis of Presentation

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

Accounting Basis

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP” accounting). The Company has adopted a June 30 fiscal year end.

Cash and Cash Equivalents

DRC Ventures considers all highly liquid investments with maturities of three months or less to be cash equivalents. At March 31, ~~2011~~2012 and June 30, 2010, the Company had $08 and $10 of cash, respectively.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, accrued expenses, accrued interest – related party and loans payable to a related party. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Revenue Recognition

The Company recognizes revenue when products are fully delivered or services have been provided and collection is reasonably assured.

~~Basic Income (Loss) Per Share~~F-6

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of March 31, 2011.

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, ~~2011~~2012

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Basic Income (Loss) Per Share

Stock-Based Compensation

Stock-based compensation is accounted for at fair value in accordance with ASC Topic 718. To date, the Company has not adopted a stock option plan and has not granted any stock options. As of March 31, ~~2011~~2012, the Company has not issued any stock-based payments to its employees.

Recent Accounting Pronouncements

DRC Ventures does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

NOTE 2 – ACCRUED EXPENSES

Accrued expenses at March 31, ~~2011~~2012 and June 30, 2010 consisted of amounts owed to the Company’s outside independent auditors.

NOTE 3 – LOAN PAYABLE – RELATED PARTY

The Company has signed a series of promissory notes with a related party. The total amount of the loans outstanding was $2529,~~065~~561 and $1727,~~215~~721 as of March 31, ~~2011~~2012 and June 30, ~~2010~~2011, respectively. The loans are payable upon demand, bear 8% interest and are unsecured.

Accrued interest on the above loans was $35,~~401~~717 and $23,~~136~~997 as of March 31, ~~2011~~2012 and June 30, ~~2010~~2011.

NOTE 4 – COMMON STOCK

The Company has 100,000,000 shares of $0.0001 par value common stock authorized.

During the period ended June 30, 2008, the Company issued 1,000,000 shares of common stock to its founders for a subscription receivable of $100. The receivable was paid in the quarter ended ~~December~~March 31, ~~2010~~2012.

As of March 31, ~~2011~~2012 and June 30, ~~2010~~2011 there were 1,000,000 shares of common stock issued and outstanding.

The Company also has 10,000,000 shares of $0.0001 par value preferred stock authorized.

As of March 31, ~~2011~~2012 and June 30, ~~2010~~2011 there were 0 shares of preferred stock issued and outstanding.

~~NOTE 5 – INCOME TAXES~~F-7

As of March 31, 2011, the Company had net operating loss carry forwards of approximately $29,000 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	March 31, 2011
Federal income tax benefit attributable to:
Current Operations	$	2,030
Less: valuation allowance		(2,030	)
Net provision for Federal income taxes	$	0

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, ~~2011~~2012

NOTE 5 – INCOME TAXES ~~(CONTINUED)~~

As of March 31, 2012, the Company had net operating loss carry forwards of approximately $39,730 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The provision for Federal income tax consists of the following:

	March 31, 2012			March 31, 2011
Federal income tax benefit attributable to:
Current operations	$	1,480		$	2,030
Less: valuation allowance		(1,480	)		(2,030	)
Net provision for Federal income taxes	$	0		$	0

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows:

	March 31, 2011			June 30, 2010
	March 31, 2012			June 30, 2011
Deferred tax asset attributable to:
Net operating loss carryover	$	913,~~880~~509		$	712,~~854~~029
Less: valuation allowance		(913,~~880~~509	)		(712,~~854~~029	)
Net deferred tax asset	$	0		$	0

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards of $2939,~~000~~730 for Federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 6 – LIQUIDITY AND GOING CONCERN

DRC Ventures has negative working capital, has incurred losses since inception, and has not yet received revenues from sales of products or services. These factors create substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

The ability of DRC Ventures to continue as a going concern is dependent on the Company generating cash from the sale of its common stock and/or obtaining debt financing and attaining future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

F-8

DRC VENTURES, INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO THE FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 8 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through ~~May 16, 2011,~~ the date these financial statements were issued, and has determined it does not have any material subsequent events to disclose.

8F-9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

When used in this Form 10-Q, the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

Overview

DRC Ventures, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada on April 15, 2008. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, reverse acquisition, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target”) which desires to utilize our status as a reporting company under the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”)~~.

The Company voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on July 16, 2008, and since its effectiveness, the Company has focused its efforts on identifying a possible Target for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and until we consummate a Business Combination. Our fiscal year ends on June 30.

Based on our business activities, the Company is a “~~blank~~shell ~~check~~company” ~~company. The SEC defines those companies~~ as ~~“any~~defined ~~development~~under ~~stage~~the ~~company~~Exchange ~~that~~Act isbecause ~~issuing~~we ahave ~~penny~~no ~~stock,~~operations ~~within~~and ~~the~~nominal ~~meaning~~assets ofconsisting ~~Section~~solely ~~3(a)(51)~~ of ~~the~~ ~~Exchange~~cash ~~Act~~ and/or ~~that~~cash ~~has~~equivalents. Because nowe ~~specific~~are ~~business~~a ~~plan~~“shell” ~~or purpose~~company, orthe ~~has~~Business ~~indicated~~Combination ~~that~~we ~~its~~enter ~~business~~into ~~plan is to merge~~ with ana ~~unidentified~~Target ~~company~~will orbe ~~companies. Many~~deemed ~~states~~to ~~have~~be ~~enacted~~a ~~statutes,~~“reverse ~~rules~~acquisition” ~~and~~or ~~regulations~~“reverse ~~limiting~~merger.” We ~~the~~are ~~sale~~also ofa ~~securities of~~ “blank check” ~~companies~~company inas ~~their~~defined ~~respective jurisdictions. In addition,~~ under ~~Rule 12b-2 of~~ the Exchange Act, ~~the~~because ~~Company~~we ~~also~~are is a ~~“shell~~development stage company” ~~which~~that is ~~defined,~~issuing as a ~~company~~“penny ~~which~~stock” ~~has~~ (i)as nodefined orunder ~~nominal~~the ~~operations;~~Exchange ~~and (ii~~Act) ~~either~~and ~~(x)~~have no orspecific ~~nominal~~business ~~assets;~~plan ~~(y) assets consisting solely of cash and cash equivalents;~~ or ~~(z)~~purpose ~~assets~~other ~~consisting~~than ofto ~~any~~merge ~~amount~~with ofan ~~cash~~unidentified ~~and~~company ~~cash~~or ~~equivalents and nominal other assets~~companies. ~~Because~~Many westates ~~are~~have aenacted ~~“shell” company~~statutes, ~~the~~rules ~~Business~~and ~~Combination~~regulations welimiting ~~enter~~the ~~into~~sale ~~with~~of asecurities ~~Target~~of ~~will~~blank becheck ~~deemed~~companies toin betheir arespective ~~"reverse acquisition" or “reverse merger~~jurisdictions.”

Our management has broad discretion with respect to identifying and selecting a prospective Target. We have not established any specific attributes or criteria (financial or otherwise) for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as it deems necessary to our affairs.

We cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.

Any entity with which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of ~~financially~~such ~~unstable and early stage or potential emerging growth~~ companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely, a significantly higher percentage) in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax laws. The issuance of additional shares of our capital stock will: significantly reduce the equity interest of our stockholders prior to the transaction and cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction.

· significantly reduce the equity interest of our stockholders prior to the transaction; and

· cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction.

Our management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management's plan to offer a controlling interest to a Target in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing periodic reports under the Exchange Act, ~~reports~~investigating and ~~investigating,~~ analyzing Targets and, possibly, consummating a Business Combination. WeOur ~~believe~~current weassets will not be ~~able~~sufficient tofor ~~meet~~ these ~~costs~~purposes; ~~through~~however, ~~use~~we ofbelieve ~~funds~~we inwill ~~our~~be ~~treasury~~able ~~and~~to meet these costs from cash which may be loaned to or invested in us by our stockholders, management or other investors. AsIt ofis ~~March~~unlikely ~~31,~~that ~~2011,~~we ~~the~~will ~~Company~~be ~~had~~able noto ~~cash~~secure inthird ~~its~~party ~~treasury. There~~funding ~~are~~for noour ~~assurances~~operations and we cannot be certain that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.

Liquidity and Capital Resources

At March 31, ~~2011~~2012, we had nominimal assets~~. This~~, ~~compares~~consisting ~~with~~exclusively ~~total~~of ~~assets~~$8 of $1cash, compared with no assets at June 30, ~~2010~~2011, our fiscal year end. At March 31, ~~2011~~2012, the Company had current liabilities of $2839,~~966~~638 compared with current liabilities of $2335,~~101~~278 at June 30, ~~2010~~2011, in each case, comprised exclusively of amounts owed to stockholders.

Our existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months.

To date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary. However, our stockholders are under no obligation to provide such funding.

~~The following is a summary of the Company's cash flows used in operating and financing activities:~~4

	Nine Months Ended March 31, 2011			Nine Months Ended March 31, 2010			For the Cumulative Period from April 15, 2008 (Inception) to March 31, 2011
Net Cash Used In Operating Activities	$	7,951		$	4,279		$	25,165
Net Cash Provided by Financing Activities	$	7,950		$	3,770		$	25,165
Net Increase (Decrease) in Cash and Cash Equivalents	$	(1	)	$	(509	)	$	0

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:

	Nine Months Ended March 31, 2012			Nine Months Ended March 31, 2011			For the Cumulative Period from April 15, 2008 (Inception) to March 31, 2012
Net Cash Used by Operating Activities	$	(1,832	)	$	(7,951	)	$	(29,653	)
Net Cash Provided by Financing Activities	$	1,840		$	7,950		$	29,661
Net Increase (Decrease) in Cash and Cash Equivalents	$	8		$	(1	)	$	8

We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.

Results of Operations

Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor have we generated any revenues. We reported a net loss for the three and nine ~~months~~month periods ended March 31, ~~2011~~2012 of $1,~~570~~442 and $54,~~966,~~352 ~~respectively,~~ compared to a net loss of $1,~~824~~570 and $5,~~056~~966 for the comparable ~~2010~~2011 periods, and have suffered a net loss since inception of $2939,~~066~~730. At March 31, ~~2011~~2012, we had a working capital deficit of $2839,~~966~~630 compared to a working capital deficit of $2335,~~100~~278 at June 30, ~~2010~~2011. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of ~~documents~~reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.

We do not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assessment as to the nature of a Target’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospects.

Going Concern

Our negative working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of ~~its~~ securities and ~~attaining~~attain future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Forward Looking Statements

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of March 31, ~~2011~~2012, the Company’s management ~~carried~~performed ~~out~~ an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to Exchange Act Rule 13a-15. As ~~Based~~a onresult ~~such~~of ~~evaluation~~our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as of June 30, 2011 and which remained extant as of the ~~Company’s~~close ~~Chief~~of ~~Executive~~the ~~Officer~~period ~~has~~covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective as of March 31, 2012.

11The weaknesses in our disclosure and procedures encompassed weaknesses in certain elements of our internal control over financial reporting (ICFR) that our subsumed within our disclosure controls and procedures. A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The specific weaknesses relate to elements of our ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and comprise the following:

1.	We did not maintain effective controls over the control environment.
2.	We did not maintain effective controls over financial statement disclosure.
3.	We did not maintain effective controls over financial reporting.
4.	There existed a lack of segregation of duties in regard to the Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.

We believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, resource constraints and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that we have no operations and nominal assets. Further, we have no full-time employees. As a result, we are constrained by our lack of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended March 31, ~~2011~~2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

~~Smaller~~As ~~reporting~~a ~~companies~~“smaller ~~are~~reporting ~~not~~company” ~~required~~as todefined ~~provide the information required~~ by ~~this~~Item ~~item. We~~10 ~~refer~~of ~~readers~~Regulation ~~to our Annual Report on Form 10~~S-K ~~as filed with the SEC on October 13~~, ~~2010 for a description of~~ the ~~risks~~Company ~~associated~~is ~~with~~not ~~our~~required ~~business~~to ~~and~~provide anthis ~~investment in our securities~~information.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. ~~(Reserved)~~Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit		Description
31.1		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, ~~2011~~2012.
32.1*		Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS**		XBRL Instance Document
101.SCH**		XBRL Taxonomy Extension Schema Document
101.CAL**		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB**		XBRL Taxonomy Extension Label Linkbase Document
101.PRE**		XBRL Taxonomy Extension Presentation Linkbase Document

* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	DRC VENTURES, INC.	~~DRC VENTURES, INC.~~
Dated: May 17, 2011	By:	/s/ Ronald Williams
Dated: May 21, 2012	By:	/s/ Ronald Williams
	Name:	Ronald Williams
		Name: Ronald Williams
	Title:	President, Principal Executive Officer and Principal Financial Officer
		Title: President, Principal Executive Officer and Principal Financial Officer

138

Filing Compare · DRC Ventures ,Inc.