UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

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

For the quarterly period ended ~~June~~September 30, 2012

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

For the transition period from [~~_____~~ ______ ] to [~~____~~ ______ ]

Commission file number 333-152991

AYERS EXPLORATION INC. (Name of small business issuer in its charter)

Nevada		98-0608229
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

#6 Harston Avenue, Mosman, Sydney Australia		2088
(Address of principal executive offices)		(Zip Code)

Issuer's telephone number (411) 199-319

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Name of each exchange on which registered
None		N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Shares, par value $0.001

(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by checkmark 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	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

There is no public trading market for our common shares in the United States or elsewhere. Based on the last sale price of our shares of $0.20, our aggregate market value is $1,287,000.

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

6,435,000 common shares issued and outstanding as of ~~August~~November 2014, 2012.

Transitional Small Business Disclosure Format (Check one): Yes o No x.

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). . Yes x No o

AYERS EXPLORATION INC.

(An Exploration Stage Company)

BALANCE SHEETS

	June 30, 2012 $			December 31, 2011 $
	September 30, 2012 $ (Unaudited)			December 31, 2011 $
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash		191,~~657~~308			20,456
Total Current Assets		191,~~657~~308			20,456
Mineral property interest		4,500			4,500
Total Assets		245,~~157~~808			24,956
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
CURRENT LIABILITIES
Accounts payable and accrued liabilities		185,~~174~~880			11,083
Accrued interest – related party		~~149~~298			-
Total Current Liabilities		186,~~323~~178			11,083
Note payable – related party		8,500			-
Total Liabilities		2614,~~823~~678			11,083
STOCKHOLDERS’ EQUITY (DEFICIT)
Common stock, $.001 par value, 30,000,000 shares authorized, 6,435,000 shares issued and outstanding		6,435			6,435
Additional paid in capital		244,065			244,065
Deficit accumulated during the exploration stage		(~~253~~259,~~166~~370	)		(236,627	)
Total Stockholders’ Equity (Deficit)		(28,~~666~~870	)		13,873
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)		245,~~157~~808			24,956

The accompanying notes are an integral part of these financial statements

AYERS EXPLORATION INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

Three and Six Months Ended June 30, 2012 and 2011

Period from February 10, 2006 (Inception) through June 30, 2012

(Unaudited)

	Three Months Ended June 30, 2012 $			Three Months Ended June 30, 2011 $			Six Months Ended June 30, 2012 $			Six Months Ended June 30, 2011 $			February 10, 2006 (Inception) to June 30, 2012 $
	Three Months Ended September 30, 2012 $			Three Months Ended September 30, 2011 $			Nine Months Ended September 30, 2012 $			Nine Months Ended September 30, 2011 $			February 10, 2006 (Inception) to September 30, 2012 $
EXPENSES
General and administrative		106,~~025~~055			85,~~555~~711			1521,~~855~~910			1319,~~905~~616			~~126~~133,~~976~~031
Mineral exploration		-			~~50,000~~-			-			50,000			127,000
Total Expenses		(106,~~025~~055	)		(585,~~555~~711	)		(1521,~~855~~910	)		(6369,~~905~~616	)		(~~253~~260,~~976~~031	)
OTHER INCOME (EXPENSE)
Interest income (expense)		(149	)		-			(~~684~~833	)		-			~~810~~661
Total Other Income (Expense)		(149	)		-			(~~684~~833	)		-			~~810~~661
NET LOSS		(106,~~174~~204	)		(585,~~555~~711	)		(1622,~~539~~743	)		(6369,~~905~~616	)		(~~253~~259,~~166~~370	)
NET LOSS PER SHARE: BASIC AND DILUTED		(0.00	)		(0.0100	)		(0.00	)		(0.01	)
WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC AND DILUTED		6,435,000			6,~~297~~435,~~600~~000			6,435,000			6,~~241~~306,~~600~~800

The accompanying notes are an integral part of these financial statements

AYERS EXPLORATION INC.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

Six Months Ended June 30, 2012 and 2011

Period from February 10, 2006 (Inception) through June 30, 2012

(Unaudited)

Six Months Ended June 30, 2012 $

Six Months Ended June 30, 2011 $

February 10, 2006 (Inception) to June 30, 2012 $

Nine Months Ended September 30, 2012 $

Nine Months Ended September 30, 2011 $

February 10, 2006 (Inception) to September 30, 2012 $

CASH FLOWS USED IN OPERATING ACTIVITIES

Net loss

(1622,~~539~~743

)

(6369,~~905~~616

)

(~~253~~259,~~166~~370

)

Common shares issued for mineral exploration

–

50,000

125,000

Impairment of mineral property interest

–

2,000

Changes in operating assets and liabilities:

Accrued interest – related party

~~149~~298

–

~~149~~298

Accounts payable and accrued liabilities

7(5,~~091~~203

)

27,~~810~~007

185,~~174~~880

Net Cash Used in Operating Activities

(927,~~299~~648

)

(1112,~~095~~609

)

(~~107~~126,~~843~~192

)

CASH FLOWS FROM FINANCING ACTIVITIES Cash received from (repayment to) related party

8,500

(3,010

)

8,500

CASH FLOWS FROM FINANCING ACTIVITIES

Cash received from (repayment to) related party

8,500

(5,100

)

8,500

Cash received from sale of common stock

–

119,000

Net Cash From Financing Activities

8,500

(35,~~010~~100

)

127,500

NET CHANGE IN CASH

(~~799~~19,148

)

(1417,~~105~~709

)

191,~~657~~308

CASH – BEGINNING

20,456

39,430

–

CASH – ENDING

191,~~657~~308

2521,~~325~~721

191,~~657~~308

Supplemental Cash Flow Information:

Cash paid for:

Interest

535

–

535

Income taxes

–

Non-cash transactions:

Stock issued for mineral property interest

–

6,500

The accompanying notes are an integral part of these financial statements

AYERS EXPLORATION INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

Nine Months Ended September 30, 2012

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Ayers Exploration Inc. (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's annual report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for the most recent fiscal year 2011 as reported in Form 10-K, have been omitted.

NOTE 2 – PROMISSORY NOTE – RELATED PARTY

On March 29, 2012 the Company issued a promissory note to a director of the Company for cash proceeds of $8,500 at simple annual interest rate of 7%. The promissory note is unsecured and matures on March 29, 2014, after which date interest is increased to 12% per annum on the total outstanding balance including the principal amount and interest accrued up to March 29, 2014. As at September 30, 2012, total interest of $298 was accrued on the promissory note.

~~Item~~ ITEM 2. ~~Management~~MANAGEMENT'sS ~~Discussion~~DISCUSSION ~~and~~AND ~~Analysis and Plan of Operation.~~ANALYSIS

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

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

As used in this quarterly report, the terms "we", "us", "our", and "Ayers" mean Ayers Exploration Inc., unless otherwise indicated.

Our Business

Corporate History

We were incorporated in the State of Nevada on February 10, 2006. Our administrative office is located at 6 Harston Avenue, Mosmon, Sydney Australia 2088 and our registered statutory office is located at Suite 304 – 2470 Saint Rose Pkwy, Henderson, Nevada 89074. Our telephone number is 61 411-199-319. Our fiscal year end is December 31.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Our Current Business

We intend to be in the business of mineral clay exploration. We have an option to acquire a 100% interest in the Mt. Cotton mining claim, (hereinafter referred to as the "Mt. Cotton Property"). The option was granted for an initial issuance of 200,000 common shares of our Company to Redpath Clay Corp. Title to the Mt. Cotton Property is held by Redpath.

On October 27, 2009, we entered into a Property Option Agreement with Wilpena Resources Ltd. Pty. During the year ended December 31, 2011, the Company completed the acquisition of the property. We have recently ~~commenced~~completed our proposed exploration program on the property but we estimate we will need to raise an additional $100,000 to complete exploration. Our objective is to conduct mineral exploration activities on the mineral claims in order to assess whether it possesses economic reserves of mineral clay. We have not yet identified any economic mineralization on the property. We have a mineral report which indicates that further exploration is warranted. Our proposed exploration program is designed to search for an economic mineral deposit. We are still in the process of transferring title as the Queensland Mining Department (“Department”) requires that the transferee be an Australian company. As a result, we are in the process of forming a subsidiary in Queensland to effect the transfer and until then the status of the property and our ability to obtain the necessary permits remains uncertain.

Product Research and Development

Our business plan is focused on the long-term exploration and development of our mineral properties.

We do not anticipate that we will expend any significant funds on research and development over the next twelve months ending June 30, 2013.

Employees

Currently there are no full time or part-time employees of our company (other than our director and officer who, at present, has not signed employment or consulting agreements with us). We do not expect any material changes in the number of employees over the next 12 month period (although we may enter into employment or consulting agreements with our officer or directors). We do and will continue to outsource contract employment as needed. However, if we are successful in our initial and any subsequent drilling programs we may retain additional employees.

~~Purchase~~Going ~~or Sale of Equipment~~Concern

WeDue doto ~~not~~our ~~intend~~being toan ~~purchase~~exploration ~~any~~stage ~~significant~~company ~~equipment~~and ~~over~~having generated no revenues since inception, in the financial ~~next~~statements ~~twelve~~for ~~months~~the ~~ending~~year ~~June~~ended 30December 31, ~~2013~~2011, our auditors included an explanatory paragraph in their report raising substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure.

~~Exploration~~The ~~Program~~continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Our objective is to conduct mineral exploration activities on the mineral claims in order to assess whether it possesses economic reserves of mineral clay. We have not yet identified any economic mineralization on the property. We have a mineral report which indicates that further exploration is warranted. Our proposed exploration program is designed to search for an economic mineral deposit.

Mt. Cotton Property Option Agreement

In July 2006, we entered into an option agreement (the “Option”) with Redpath Clay Corp. to acquire up to a 100% interest in the Mt. Cotton Property, a mineral claim comprising 5.4 acres located 25 miles west of Sheldon, Queensland, Australia. Under the term of the Option we can earn a 100% interest by issuing Redpath 200,000 shares on signing (completed) and issuing an additional 200,000 shares upon commencement of commercial production on the Mt. Cotton Property.

Title to the Mt. Cotton Property

The Mt. Cotton Property consists of one parcel of land totaling 5.4 acres. A "mineral claim" refers to a specific section of land over which a title holder owns rights to exploration to ground. In July 2006, we entered into the Option with Redpath Clay Corp. to acquire up to a 100% interest in the Property. Such rights may be transferred or held in trust. The claim comprising the Mt. Cotton property is registered 100% in the name of Redpath Clay Corp. The registration of the claims in the name of a trustee does not impact a third party's ability to commence an action against us respecting the Mt. Cotton property or to seize the claims after obtaining judgment. Redpath Clay Corp. holds the exploration permit with the government of the State of Queensland.

~~Location~~Results ~~and~~of ~~Access and Property Description~~Operations

(1)	The Mt. Cotton Property consists of 5.4 acres located 25 miles west of Sheldon, Queensland, Australia.
(2)	The site lies to the east of Mt Cotton Road, and is bounded by industrial properties to the south, north and east. The site encloses an area of 5.4 acres. The finished surface of the property consists predominately of bare earth. The property contains several metres of fill of unknown origin.

Nine Months Ended September 30, 2012 and 2011

~~Glossary~~During the nine months ended September 30, 2012, we incurred $21,910 for general and administrative activities and interest expense of ~~Terms~~$833, resulting in a net loss of $22,743 against no revenues. During the nine months ended September 30, 2011, operating expenses totaled $69,616 including general and administrative expense of $19,616 and mineral exploration cost of $50,000, resulting in a net loss of $69,616 with no revenues.

~~The~~Three ~~following~~Months ~~are~~Ended ~~the~~September ~~definitions~~30, of2012 ~~some of the highly technical~~ and ~~geological terms which follow below.~~2011

~~Acid~~During ~~sulfate~~the ~~soils:~~three ~~are~~months ~~naturally~~ended ~~occurring~~September ~~soils~~30, ~~sediments~~2012, orwe ~~organic~~incurred ~~substrates~~$6,055 ~~(e.g.~~for ~~peat)~~general ~~that~~and ~~are~~administrative ~~formed~~activities ~~under~~and ~~waterlogged~~interest ~~conditions.~~expense ~~These~~of ~~soils~~$149, ~~contain~~resulting ~~iron~~in ~~sulfide~~a ~~minerals~~net ~~(predominantly~~loss asof $6,204 against no revenues. During the three months ended September 30, 2011, operating expenses totaled $5,711 consisting of general and administrative expense of $5,711 and no mineral ~~pyrite)~~exploration orcost, ~~their~~resulting ~~oxidation~~in ~~products~~a net loss of $5,711 with no revenues.

~~Argillite:~~Liquidity isand aCapital ~~fine-grained sedimentary rock composed predominantly of indurated clay particle.~~Resources

~~Greywacke:~~Since ainception ~~grey,~~on ~~earthy~~February ~~rock~~10, ~~which~~2006, iswe ahave ~~variety~~been ofengaged ~~sandstone~~in ~~generally~~acquisition ~~characterized by its hardness, dark color,~~ and ~~poorly-sorted,~~exploration ~~angular~~of ~~grains~~mineral ofproperties. ~~quartz,~~Our ~~feldspar,~~principal ~~and~~capital ~~small~~resources ~~rock~~have ~~fragments~~been ~~set~~acquired inthrough the aissuance ~~compact,~~of ~~clay-fine~~common ~~matrix~~stock.

~~Quartzite:~~At isSeptember ~~a hard~~30, ~~metamorphic~~2012 ~~rock~~we ~~which~~had ~~was~~working ~~originally~~capital ~~sandstone.~~deficit ~~Sandstone~~of ~~is converted into quartzite through heating and pressure usually related to tectonic compression within orogenic belts~~$4,870.

~~Sandstone:~~At isSeptember 30, 2012 our total assets of $5,808 consisted of cash of $1,308 and a ~~sedimentary~~mineral ~~rock~~property ~~composed~~interest ~~mainly~~of $4,500. This compares to our assets at December 31, 2011 of ~~sand-size~~$24,956, which consisted of cash of $20,456 and a mineral orproperty ~~rock~~interest ~~grains~~of $4,500.

~~Previous~~At ~~Work~~September 30, 2012 our total liabilities were $14,678, compared to our liabilities of $11,083 as at December 31, 2011.

The Mt. Cotton property was discovered in 2001 by Environmental & Licensing Professionals. In 2001 Environmental & Licensing Professionals retained Earthtech Consultants (QLD) Pty Ltd to undertake geotechnical investigations on the Mt. Cotton Property. The scope of the investigation was to identify the presence of mineral clay deposits and to provide assessment of the following:

 ground and subsurface conditions;  plasticity and extent of any clay encountered;  possible extraction difficulties (including groundwater and shallow rock);  sampling of shallow soils for screening for the presence of acid sulphate soils; and  limited sampling and testing of shallow soils from two locations, to screen for a range of common soil contaminants, and general inspection of the site for signs of recent surface contamination.

Geotechnical: Mt. Cotton Property

We have a geotechnical report on the Mt. Cotton Property. The report by Earthtech Consultants, professional geotechnical and environmental consultants, provides an assessment of the property and sets out recommendations. The geotechnical report makes a recommendation for further exploration work and concludes the clay resource is suitable for the use in manufacture of clay bricks. The Mt. Cotton Property is subject to an Exploration Permit for Minerals (EPM), specifically mineral clay deposits.

In the report, Earthtech sets out to assess the extent of presence of clay soils on the property in order to qualify the then existing EPM to mine mineralized clay for use in the manufacture of bricks. The workscope of the report included assessment of the depth, lateral extent and composition of clay soils on the property. The detection of any Acid Sulphate Soils and or contaminated surface soils was used to highlight and define any constraints that may be placed on the proposed mining activities because of their presence.

Fieldwork for the investigation was carried out in September 2001. Four boreholes were drilled at evenly spaced locations within the area of the site proposed for mining. The work was undertaken using a mounted drilling rig equipped with 100mm diameter solid flight augers, equipped with a Tungsten Carbide bit. Undisturbed soil samples were recovered from each borehole for visual classification and laboratory testing, to assess clay content.

Soils that were visually assessed as likely to contain Acid Sulphate Soils were sampled and screened. Soils were also sampled from shallow depths at two locations where contaminants were understood possibly have been stored. The samples were analyzed for a range of common contaminants including: heavy metals and arsenic.

The samples were tested by the Australian Government Analytical Laboratories. The methods used were those published by United States Protection Agency SW-846 Methods. Analytical results indicated that there were no significant levels of any of the contaminants screened for in any of the samples tested.

Reports Conclusions

The natural clay soils encountered over much of the Mt. Cotton Property to depths ranging from 43 feet to 8 feet, consist of medium plasticity sandy and silty clays. Conditions encountered in the boreholes indicate that the excavation of materials ranging from 13 feet to deeper than 43 feet will be possible using conventional excavation and earthmoving equipment such as dozers, backhoes and medium sized excavators. Based on the four boreholes drilled in an area of about 262 feet by 427 feet, the report estimates that about 91,557 cubic yards of extractable clay is present.

The report anticipates that the natural material derived from the site would be a mixture of low and medium plasticity sandy and silty clays containing some clayey sands bands of gravel.

Results of limited laboratory testing and inspection of samples and local geology indicate that the clay is residual. The report concludes that clay/silt/sand mixes such as the ones found on the Mt. Cotton Property would be suitable for the manufacture of clay bricks.

Earthech makes specific recommendations based on their conclusions to determine the potential of the property to host economic quantities of clay. They recommend that an X-Ray diffraction assessment is completed to confirm the clay mineralogy.

We intend to formulate an exploration program based on the recommendations in Earthtech’s report for an initial phase of exploration. We anticipate the program to be as follows:

We will commence an initial program of data acquisition, review and compilation of historic geological information to further assess the property. We also believe geological mapping and further rock geochemical sampling are warranted to further assess the Property.

We intend to implement an exploration program and intend to proceed in the following two phases all of which it is intended will be performed or supervised by a geologist with significant exploration experience, and by independent contractors hired by us.

Phase 1, will include data acquisition, compilation, review and confirmation sampling, budgeted as follows:

Data Acquisition, review and compilation:	$	10,000
X-Ray diffraction assessment:		6,000
Geochemical analyses-100 samples:		2,500
Travel expenses-accommodation, board:		1,000
Vehicle Rental-14 days:		1,400
Airfare-Sydney to Sheldon, return:		750
Field Supplies, communications:		1,250
Report preparation, result compilation:		2,000
Miscellaneous:		400
Total:	$	25,300

Data acquisition will begin with research of the available geologic literature, personal interviews with geologists, mining engineers and others familiar with the prospect sites. We have recently begun this phase of the exploration process on the properties. We anticipate that this activity will take approximately one month.

As set out above, we may also conduct an X-Ray diffraction assessment to confirm the clay mineralogy.

Phase 1 will take about 3 months and cost approximately $25,300. We currently do not have adequate capital to complete the various stages of Phase 1 and will be required to raise additional funds as we expend cash on general and administrative expenses.

Phase 2 involves the extraction of the mineralized clay. We will formulate a detailed program for Phase II once we have determined the extent, if any, of mineralized clay on the Mt. Cotton Property.

Following completion of Phase 1, our board of directors will make the assessment whether to continue exploration based on an analysis of results of our initial exploration efforts and based on advice from our contracted geologist. Criteria we will consider in making this assessment include the results of the X-Ray diffraction assessment to confirm the clay mineralogy.

We do not have any agreement with Earthtech to provide geological services for planned exploration work on the mineral claims.

Mineral claims Geology and Soil Landscape

The Mt. Cotton Property is in an area of the Neranleigh Fernvale Beds, comprising greywacke, argillite, quartzite, chert, shale, sandstone and greenstone. The source of the above description of the rock formation and mineralization of the mineral claims was the 1:100,000 scale Geological Map of Beenleigh.

Reference to “The Soil Landscapes of Brisbane and South-eastern Environs-CSIRO 1987”, indicates that the Property is located in the area of ‘Soils with Markedly Differentiated Profiles’. The dominant soil group consists of red-yellow podzolic soils with lithosols and some gleyed podzols, within a landscape of ‘Low hills of greywacke, phyllite and shale’.

We do not anticipate that we will expend any significant funds on research and development over the next twelve months ending June 30, 2013.

On October 27, 2009, we entered into a Property Option Agreement with Wilpena Resources Ltd. Pty. Under the terms of the agreement, we have received an exclusive option to acquire an undivided 100% interest in the mining claim known as the Wilpena Property situated in central Queensland, Australia. In consideration of the option, we have issued 45,000 common shares to Wilpena Resources Ltd. Pty. In addition we will incur expenditures or make cash payments to Wilpena Resources for any shortfall in the amounts of $25,000 by April 27, 2010 and an additional $50,000 before October 27, 2010. Wilpena Resources Ltd. Pty. has agreed to accept the April 27, 2010 and the October 27, 2010 payments in common stock of the Company at a price per share of $0.20. The 250,000 shares related to the October 27, 2010 payment requirement were issued on May 20, 2011.

Competition

The clay industry is fragmented. We compete with other exploration companies looking for clay. We are one of the smallest exploration companies in existence. We are an infinitely small participant in the clay extraction market. While we compete with other exploration companies, there is no competition for the exploration or removal of minerals from our mineral claims. Readily available clay markets exist in Australia United States and around the world for the sale of gold.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations. Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Government Regulations and Supervision

Our mineral exploration program is subject to Australian mining law and regulation. Specifically, the laws and regulations of the State of Queensland.

All landholdings (tenements) in Australia are subject to regulation. In Queensland, tenements are granted as either exploration permits, mineral development licenses or mining leases.

Exploration permits can only be applied for over available ground. Applications consist of a prescribed application form, proposed exploration program with estimated expenditure and the prescribed application fee. An exploration permit number is assigned when the application is received. The Queensland Mining Department then assesses the application to determine whether a company is a suitable candidate and proposes to spend sufficient funds on exploration on the license. If the Department considers a company to be a suitable candidate, the Department then assesses the environmental impact of the proposed exploration program and also commences the native title process. The native title process involves advertising the application for the purpose of determining whether there are any objections to the licence being granted. If there are no objections, the permit is granted.

The exploration permit is granted for five years provided the company continues to comply with the licenses conditions. There is a statutory requirement to reduce the area of the exploration licence by fifty percent before the end of years three, four and five.

Rent is required to be paid each year in advance. Rent will be paid by Redpath Clay Corp.

An annual expenditure report is due each year, as a statement of the amount that has been spent on the ground. An annual technical report is also due each year, as a statement of the exploration work that has been undertaken on the ground and what work is proposed to be undertaken for the coming year.

The exploration permit expires at the end of year five but a renewal application can be lodged prior to the expiry to, if granted, extend the permit for up to another five years. A summary of work completed on the ground together with a detailed explanation of the work proposed for the ground is required to accompany the renewal application.

If we propose to mine a measured resource we will need to notify Redpath Clay Corp. who will then apply for a Mining Lease. As the Exploration Permit holder Redpath Clay Corp. has automatic priority to the ground to be the subject of the mining Lease. Applications consist of a prescribed application form, details of the proposed development, the financial resources to fund the proposal and the prescribed application fee. A mining lease number is assigned when the application is received. The Department then assesses the application to determine the suitability of the proposal. The application will then pass through the environmental and native title process. An agreement will need to be negotiated with the native title holders/claimants as part of the native title process.

A mineral lease may be granted for such term as the Department thinks fit. Redpath Clay Corp. is required to state the term of the lease required at the time of application. The term required is stated on the application form.

An annual expenditure report is due each year, as a statement of what has been spent on the ground. An annual technical report is also due each year, as a statement of what work has been done on the ground and what work is proposed for the coming year.

Six Months Ended June 30, 2012 and 2011

During the six months ended June, 2012, we incurred $15,855 for general and administrative activities and interest expense of $684, resulting in a net loss of $16,539 against no revenues. During the six months ended June 30, 2011, operating expenses totaled $63,905 including general and administrative expense of $13,905 and mineral exploration cost of $50,000, resulting in a net loss of $63,905 with no revenues.

Three Months Ended June 30, 2012 and 2011

During the three months ended June 30, 2012, we incurred $10,025 for general and administrative activities and interest expense of $149, resulting in a net loss of $10,174 against no revenues. During the three months ended June 30, 2011, operating expenses totaled $58,555 including general and administrative expense of $8,555 and mineral exploration cost of $50,000, resulting in a net loss of $58,555 with no revenues.

Financial Condition, Liquidity and Capital Resources

Since inception on February 10, 2006, we have been engaged in exploration and acquisition of mineral properties. Our principal capital resources have been acquired through the issuance of common stock.

At June 30, 2012 we had working capital of $1,334.

At June 30, 2012 our total assets of $24,157 consisted of cash of $19,657 and a mineral property interest of $4,500. This compares to our assets at December 31, 2011 of $24,956, which consisted of cash of $20,456 and a mineral property interest of $4,500.

At June 30, 2012 our total liabilities were $26,823, compared to our liabilities of $11,083 as at December 31, 2011.

We have had no revenues from inception. We have no external sources of liquidity in the form of credit lines from banks. Based on the plan of operation described below, management believes that our available cash will not be sufficient to fund our immediate working capital requirements for the next 12 months.

Plan of Operations

Cash Requirements

For the next 12 months we plan to expend a total of approximately $145,000 in respect of our mineral properties and administrative expenses. We currently do not have enough cash to complete our 12 month plan.

We estimate that we will expend approximately $1020,000 on general and administrative expenses over the next 12 months.

Based on our current plan of operations, we have sufficient funds for the next 6 months, after which time we will require additional funds to continue our exploration operations. In the event that we are unable to raise additional financing in the next 6 months, and fail to generate any cash flow, we may modify our operations plan accordingly. These funds may be raised through equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. There is still no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his investment in our common stock. Further, we may continue to be unprofitable.

Over the next twelve months we intend to use all available funds to expand on the exploration and development of our mineral properties, as follows:

Estimated Funding Required During the Next Twelve Months

Wilpena Exploration costs	$	100,000
Mt. Cotton Phase 1 exploration		25,300
General and Administrative		20,000
Total	$	145,300

Operations
Wilpena Exploration costs	$	100,000
Mt. Cotton Phase 1 exploration		25,300
General and Administrative		20,000
Total	$	145,300

Going Concern

Due to our being an exploration stage company and having generated no revenues since inception, in the financial statements for the year ended December 31, 2011, our auditors included an explanatory paragraph in their report raising substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Recently Issued Accounting Standards

~~Ayers~~We ~~does~~do not expect the adoption of recently issued accounting pronouncements to have a significant impact on ~~Ayers’~~our results of operations, financial position or cash flow.

~~APPLICATION~~Off OFBalance ~~CRITICAL~~Sheet ~~ACCOUNTING POLICIES~~Arrangements

~~Our~~As financial statements and accompanying notes are prepared in accordance with generally accepted accounting principles in the United States. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of ~~assets,~~September ~~liabilities~~30, ~~revenue,~~2012 and ~~expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding~~ the ~~basis~~date ~~and nature~~ of ~~the~~this ~~estimates~~report, ~~and~~we ~~assumptions~~did ~~involved~~not ~~with~~have ~~the~~any ~~following~~off ~~aspects~~balance ofsheet ~~our consolidated financial statements is critical to an understanding of our financials~~arrangements.

We have historically incurred losses, and through June 30, 2012 have incurred losses of $253,166 from our inception. We intend to raise additional working capital through one or more private placements of our common shares.9

~~There~~ITEM are no assurances that we will be able to either (1) achieve a level of revenues adequate to generate sufficient cash flow from operations; or (2) obtain additional financing and/or bank financing necessary to support our working capital requirements3. ToQUANTITATIVE ~~the~~AND ~~extent~~QUALITATIVE ~~that~~DISCLOSURES ~~funds~~ABOUT ~~generated~~MARKET from operations, our S-1 public offerings and/or bank financing are insufficient, we will have to raise additional working capital. No assurance can be given that additional financing will be available, or if available, will be on terms acceptable to us. If adequate working capital is not available we may not increase or sustain our operations.RISK

~~These~~We ~~conditions~~are ~~raise~~a ~~substantial~~smaller ~~doubt~~reporting ~~about~~company ~~our~~as ~~ability~~defined toby ~~continue~~Rule as12b-2 aof ~~going~~the ~~concern.~~Exchange ~~The~~Act ~~financial~~and ~~statements~~are do not ~~include~~required ~~any adjustments relating~~ to ~~the~~provide ~~recoverability and classification of asset carrying amounts or~~ the ~~amount~~information ~~and~~required ~~classification~~under ofthis ~~liabilities that might be necessary should we be unable to continue as a going concern~~item.

14ITEM 4. CONTROLS AND PROCEDURES

~~RISK~~Evaluation ~~FACTORS~~of Disclosure Controls and Procedures

~~Much~~Under ofthe supervision and with the ~~information~~participation ~~included~~of inour ~~this~~management, ~~current~~including ~~report~~our ~~includes~~principal orexecutive officer who is ~~based~~also ~~upon~~our ~~estimates~~principal financial officer, ~~projections~~we orhave ~~other~~conducted ~~"forward~~an ~~looking~~evaluation ~~statements". Such~~of ~~forward~~the ~~looking~~effectiveness ~~statements~~of ~~include~~the ~~any~~design ~~projections~~and oroperation ~~estimates~~of ~~made~~our bydisclosure uscontrols and ~~our~~procedures, ~~management~~as defined in ~~connection~~Rules ~~with~~13a-15(e) ~~our~~and ~~business~~15d-15(e) ~~operations~~under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. ~~While~~ Based ~~these~~on ~~forward-looking~~this ~~statements~~evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and ~~any~~procedures ~~assumptions~~were ~~upon~~not ~~which~~effective ~~they~~such ~~are~~that ~~based,~~the ~~are~~material ~~made~~information required to be included in ~~good~~our ~~faith~~Securities and ~~reflect~~Exchange ~~our~~Commission ~~current~~reports ~~judgment~~is ~~regarding~~recorded, processed, summarized and reported within the ~~direction~~time ofperiods specified in SEC rules and forms relating to our ~~business~~company, ~~actual~~particularly ~~results~~during ~~will~~the ~~almost~~period ~~always~~when ~~vary,~~this ~~sometimes~~report ~~materially,~~was ~~from~~being ~~any~~prepared. ~~estimates~~However, ~~predictions~~because we have limited transactions which are all approved, ~~projections~~carried out and reviewed by our director and officer, ~~assumptions~~the orimpact ~~other~~of ~~future~~the ~~performance~~limitations ~~suggested~~are ~~herein~~not material.

~~Such~~Changes ~~estimates, projections or other "forward looking statements" involve various risks and uncertainties as outlined below. We caution the reader that important factors~~ in ~~some~~internal ~~cases~~control ~~have~~over ~~affected~~financial and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements"reporting.

~~Our~~There ~~common~~were ~~shares~~no ~~are~~changes ~~considered~~in ~~speculative~~our ~~during~~internal ~~the~~control ~~development~~over offinancial reporting during our ~~new~~most ~~business~~recent ~~operations. Prospective~~fiscal ~~investors~~quarter ~~should~~that ~~consider~~materially ~~carefully~~affected, ~~the~~or ~~risk~~were ~~factors~~reasonably ~~set~~likely ~~out~~to ~~below~~materially affect, our internal control over financial reporting.

~~We need to continue as a going concern if our business is to succeed, if we do not we will go out of business.~~10

~~Our~~PART ~~independent~~II ~~registered~~- ~~public~~OTHER accounting firm’s report to our audited financial statements for the period ended December 31, 2011 indicates that there are a number of factors that raise substantial doubt about our ability to continue as a going concern. Such factors identified in the report are our accumulated deficit since inception, our failure to attain profitable operations and our dependence upon adequate financing to pay our liabilities. If we are not able to continue as a going concern, it is likely investors will lose their investments.INFORMATION

IfITEM we1. LEGAL ~~do not obtain additional financing, our business will fail~~PROCEEDINGS.

~~Our~~We ~~current~~know ~~operating~~of ~~funds~~no ~~are~~legal ~~less~~proceedings ~~than~~against ~~necessary~~our tocompany, ~~complete~~nor ~~all~~are ~~intended~~we ~~exploration~~involved ofas ~~the~~a ~~property,~~plaintiff ~~and~~in ~~therefore~~any wematerial ~~will~~proceeding ~~need~~or topending ~~obtain~~litigation. ~~additional~~There ~~financing~~are no proceedings in ~~order~~which toany ~~complete~~of our ~~business~~directors, ~~plan. As~~officers ofor ~~June 30~~affiliates, ~~2012,~~or weany ~~had~~registered ~~cash~~or inbeneficial ~~the~~shareholder, ~~amount~~is ofan ~~$19,657. We~~adverse ~~currently~~party ~~have~~or ~~minimal~~has ~~operations~~a ~~and~~material weinterest ~~have~~adverse noto ~~income~~our interest.

~~Our~~ITEM ~~business plan calls for significant expenses in connection with the exploration of the property~~2. We doUNREGISTERED ~~not~~SALES ~~currently~~OF ~~have~~EQUITY ~~sufficient~~SECURITIES ~~funds~~AND toUSE ~~conduct~~OF ~~initial exploration on the property and require additional financing in order to determine whether the property contains economic mineralization~~PROCEEDS. ~~We will also require additional financing if the costs of the exploration of the property are greater than anticipated.~~

We will require additional financing to sustain our business operations if we are not successful in earning revenues once exploration is complete. We do not currently have any arrangements for financing and we can provide no assurance to investors that we will be able to find such financing if required. Obtaining additional financing would be subject to a number of factors, including the market prices for copper, silver and gold, investor acceptance of our property and general market conditions. These factors may make the timing, amount, terms or conditions of additional financing unavailable to us.

The most likely source of future funds presently available to us is through the sale of equity capital. Any sale of share capital will result in dilution to existing shareholders. The only other anticipated alternative for the financing of further exploration would be our sale of a partial interest in the property to a third party in exchange for cash or exploration expenditures, which is not presently contemplated.

If we are unable to transfer title of our properties into the Company, we will not be able to execute on our current business plan and will have to expend additional resources searching for a suitable property.

We are still in the process of transferring title to our Wilpena property. The Department requires all transferees to be Australian companies. The Company is currently forming a Queensland subsidiary but at this time the status of the transfer and the ability of the Company to obtain the necessary permits to commence operations remains uncertain. In the event the Company is unable to effect the transfer or is denied the necessary permits by the Department, we will not be able to execute on our current business plan and will have to expend additional resources identifying and exploring other mineral properties, the results of which may be unsuccessful.

Because we have commenced limited business operations, we face a high risk of business failure.

We were incorporated on February 10, 2006 and have been involved primarily in organizational activities and the acquisition of our mineral properties. We have not earned any revenues as of the date of this prospectus.

Prior to completion of our exploration stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We therefore expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from development of the mineral claims and the production of minerals from the claims, we will not be able to earn profits or continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

We lack an operating history and we expect to have losses in the future.

We have not started our proposed business operations or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. Our ability to achieve and maintain profitability and positive cash flow is dependent upon the following:

- Our ability to locate a profitable mineral property;

- Our ability to generate revenues; and

- Our ability to reduce exploration costs.

Based upon current plans, we expect to incur operating losses in future periods. This will happen because there are expenses associated with the research and exploration of our mineral properties. We cannot guarantee that we will be successful in generating revenues in the future. Failure to generate revenues will cause us to go out of business.

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

Potential investors should be aware of the difficulties normally encountered by new mineral exploration companies and the high rate of failure of such enterprises. The likelihood of success must be considered in light of the problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral properties that we plan to undertake. These potential problems include, but are not limited to, unanticipated problems relating to exploration, and additional costs and expenses that may exceed current estimates. The expenditures to be made by us in the exploration of the mineral claim may not result in the discovery of mineral deposits. Problems such as unusual or unexpected formations and other conditions are involved in mineral exploration and often result in unsuccessful exploration efforts. If the results of our exploration do not reveal viable commercial mineralization, we may decide to abandon our claim and acquire new claims for new exploration. The acquisition of additional claims will be dependent upon us possessing capital resources at the time in order to purchase such claims. If no funding is available, we may be forced to abandon our operations.

We have no known ore reserves and we cannot guarantee we will find any significant clay soils or if we find clay soil, that production will be profitable. Even if we are successful in discovering clay soil or other mineralized material we may not be able to realize a profit from its sale. If we cannot make a profit, we may have to cease operations.

We have no known mineral clay soil reserves. We have not identified any significant clay soil on the mineral claims and we cannot guarantee that we will ever find any clay soil. The report we reviewed in selecting the mineral claims for exploration are old and may be out of date. Even if we find that there is clay soil on our mineral claims, we cannot guarantee that we will be able to recover the clay soil. If we cannot find clay soil or it is not economical to recover the clay soil, we will have to cease operations.

Because of the inherent dangers involved in mineral exploration, there is a risk that we may incur liability or damages as we conduct our business.

The search for valuable minerals involves numerous hazards. As a result, we may become subject to liability for such hazards, including pollution, cave-ins and other hazards against which we cannot insure or against which we may elect not to insure. The payment of such liabilities may have a material adverse effect on our financial position.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our mineral claims may contain mineralized material. If we do not find mineralized material, we will cease operations.

If we become subject to onerous government regulation or other legal uncertainties, our business will be negatively affected.

There are several governmental regulations that materially restrict mineral property exploration and development. Under Australian mining law, to engage in certain types of exploration will require work permits, the posting of bonds, and the performance of remediation work for any physical disturbance to the land. While these current laws do not affect our current exploration plans, if we proceed to commence drilling operations on the mineral claims, we will incur modest regulatory compliance costs.

In addition, the legal and regulatory environment that pertains to the exploration of ore is uncertain and may change. Uncertainty and new regulations could increase our costs of doing business and prevent us from exploring for ore deposits. The growth of demand for ore may also be significantly slowed. This could delay growth in potential demand for and limit our ability to generate revenues. In addition to new laws and regulations being adopted, existing laws may be applied to mining that have not as yet been applied. These new laws may increase our cost of doing business with the result that our financial condition and operating results may be harmed.

We may not have access to all of the supplies and materials we need to begin exploration that could cause us to delay or suspend operations.

Competition and unforeseen limited sources of supplies in the industry could result in occasional spot shortages of supplies, such as explosives, and certain equipment such as bulldozers and excavators that we might need to conduct exploration. We have not attempted to locate or negotiate with any suppliers of products, equipment or materials. We will attempt to locate products, equipment and materials after this offering is complete. If we cannot find the products and equipment we need, we will have to suspend our exploration plans until we do find the products and equipment we need.

Because of the speculative nature of exploration of mineral properties, there is no assurance that our exploration activities will result in the discovery of new commercially exploitable quantities of minerals.

We plan to continue to source exploration mineral claims. The search for valuable minerals as a business is extremely risky. We can provide investors with no assurance that additional exploration on our properties will establish that additional commercially exploitable reserves of clay soil exist on our properties Problems such as unusual or unexpected geological formations or other variable conditions are involved in exploration and often result in exploration efforts being unsuccessful. The additional potential problems include, but are not limited to, unanticipated problems relating to exploration and attendant additional costs and expenses that may exceed current estimates. These risks may result in us being unable to establish the presence of additional commercial quantities of ore on our mineral claims with the result that our ability to fund future exploration activities may be impeded.

Because the SEC imposes additional sales practice requirements on brokers who deal in our shares that are penny stocks, some brokers may be unwilling to trade them. This means that you may have difficulty in reselling your shares and may cause the price of the shares to decline.

Our shares qualify as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell our securities in this offering or in the aftermarket. In particular, prior to selling a penny stock, broker/dealers must give the prospective customer a risk disclosure document that: contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading; contains a description of the broker/dealers' duties to the customer and of the rights and remedies available to the customer with respect to violations of such duties or other requirements of Federal securities laws; contains a brief, clear, narrative description of a dealer market, including "bid" and "ask" prices for penny stocks and the significance of the spread between the bid and ask prices; contains the toll free telephone number for inquiries on disciplinary actions established pursuant to section 15(A)(i); defines significant terms used in the disclosure document or in the conduct of trading in penny stocks; and contains such other information, and is in such form (including language, type size, and format), as the SEC requires by rule or regulation. Further, for sales of our securities, the broker/dealer must make a special suitability determination and receive from you a written agreement before making a sale to you. Because of the imposition of the foregoing additional sales practices, it is possible that brokers will not want to make a market in our shares. This could prevent you from reselling your shares and may cause the price of the shares to decline.

We have no known ore reserves and we cannot guarantee we will find any clay soil or if we find clay soil, that production will be profitable.

We have no known ore reserves. We have not identified any clay soil on the property and we cannot guarantee that we will ever find any clay soil. We did not rely upon any expert advice in selecting the property for the exploration. Even if we find that there is clay soil on our property, we cannot guarantee that we will be able to recover the clay soil. Even if we recover the clay soil, we cannot guarantee that we will make a profit. If we cannot find clay soil or it is not economical to recover the clay soil, we will have to cease operations.

Because we are small and do not have much capital, we must limit our exploration and consequently may not find mineralized material. If we do not find mineralized material, we will cease operations.

Because we are small and do not have much capital, we must limit our exploration. Because we may have to limit our exploration, we may not find mineralized material, although our property may contain mineralized material. If we do not find mineralized material, we will cease operations.

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

The mining industry is intensely competitive in all of its phases. Competition includes large established mining companies with substantial capabilities and with greater financial and technical resources than we have. As a result of this competition, we may be unable to acquire additional attractive mining claims or financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for financing or for qualified employees, our exploration and development programs may be slowed down or suspended.

Trading of our stock may be restricted by the SEC's Penny Stock Regulations which may limit a stockholder's ability to buy and sell our stock.

The U.S. Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of, our common stock.

We do not expect to declare or pay any dividends.

We have not declared or paid any dividends on our common stock since our inception, and we do not anticipate paying any such dividends for the foreseeable future.

Anti-Takeover Provisions

We do not currently have a shareholder rights plan or any anti-takeover provisions in our By-laws. Without any anti-takeover provisions, there is no deterrent for a take-over of our company, which may result in a change in our management and directors.

Our By-laws contain provisions indemnifying our officer and directors against all costs, charges and expenses incurred by them.

Our By-laws contain provisions with respect to the indemnification of our officer and directors against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, actually and reasonably incurred by him, including an amount paid to settle an action or satisfy a judgement in a civil, criminal or administrative action or proceeding to which he is made a party by reason of his being or having been one of our directors or officer.

Volatility of Stock Price.

Our common shares are not currently publicly traded. In the future, the trading price of our common shares may be subject to wide fluctuations. Trading prices of the common shares may fluctuate in response to a number of factors, many of which will be beyond our control. In addition, the stock market in general, and the market for software technology companies in particular, has experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of such companies. Market and industry factors may adversely affect the market price of the common shares, regardless of our operating performance.

In the past, following periods of volatility in the market price of a company's securities, securities class-action litigation has often been instituted. Such litigation, if instituted, could result in substantial costs and a diversion of management's attention and resources.

Item 4. Controls and Procedures

As required by Rule 13a-15 under the Exchange Act, as of the end of the period covered by this quarterly report, being June 30, 2012, we have carried out an evaluation of the effectiveness of the design and operation of our company's disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our company's management, including our company's Chief Executive Officer/Chief Financial Officer. Based upon that evaluation, our company's Chief Executive Officer/Chief Financial Officer concluded that our company's disclosure controls and procedures are not effective as at the end of the period covered by this report.

There have been no changes in our company's internal controls over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.

Disclosure controls and procedures and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time period specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our President and Secretary as appropriate, to allow timely decisions regarding required disclosure.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

~~Item~~ITEM 3. ~~Defaults~~DEFAULTS ~~Upon~~UPON ~~Senior~~SENIOR ~~Securities~~SECURITIES.

None.

~~Item~~ITEM 4. ~~Mine~~MINE ~~Safety~~SAFETY ~~Disclosures~~DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

~~Item 5. Other Information.~~11

OnITEM ~~April 20, 2012, Greg Curson resigned as President, Treasurer, Chief Financial Officer, Chief Executive Officer and member of the board of directors of the Company~~6. On April 20, 2012, Bruce Drury, our Vice President Engineering and member of the board of directors, was appointed President, Treasurer, Chief Executive Officer and Chief Financial Officer of the Company.EXHIBITS

21d) Exhibits

Item 6. Exhibits.

Exhibit No.		Document Description

31.1*		Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1*		Section 906 Certification of Chief Executive Officer and Chief Financial Officer

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

~~Exhibits~~*Filed ~~Required by Item 601 of Regulation S-B.~~herewith

Exhibit Number/Description

(3) Charter and By-laws

3.1 Articles of Incorporation (incorporated by reference to the Company's S-1 Registration Statement filed August13, 2008).

3.2 Bylaws (incorporated by reference to the Company's S-1 Registration Statement filed August 13, 2008).

(14) Code of Ethics

14.1 Code of Business Conduct and Ethics

(31) Section 302 Certification

31.1 Certification of Bruce Drury

(32) Section 906 Certification

32.1 Certification of Bruce Drury

101.INS **		XBRL Instance Document
101.SCH **		XBRL Taxonomy Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

** 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.

2212

SIGNATURES

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

Date: August 20, 2012	By:	/s/ Bruce Drury
	AYERS EXPLORATION INC.
		Bruce Drury,
Date: November 14, 2012	By:	/s/ “Bruce Drury”
		President, Secretary, Treasurer and Director
		Bruce Drury
		(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)
		Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer)

2313

Filing Compare · AYERS EXPLORATION INC.