UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the quarterly period ended September 30, 2013
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from ________to________

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2014

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

For the transition period from ___________ to ___________

Commission File Number: 000-52979

Heavy Earth Resources, Inc.

(Exact name of registrant as specified in its charter)

Florida

75-3160134

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~625~~2101 Cedar ~~Second~~Springs ~~Street,~~Road ~~#280~~Suite 1525, ~~San Francisco~~Dallas, ~~CA 94107~~TX

(Address of principal executive offices) (Zip Code)

(~~415~~214) ~~813~~ 466-~~5079~~2030

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has 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. 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). x [X] Yes o [ ] No

Indicate by check mark whether the registrant is a large accelerated file, 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 x[X]

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

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As As of ~~December~~June 1230, ~~2013~~2014, there were 71,371,038 shares of the issuer'’s $.001 par value common stock issued and outstanding.

TABLE OF CONTENTS

PART I

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements	F-1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	5
Item 4.	Controls and Procedures	5

	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	6
Item 4.	Mine Safety Disclosures	6
Item 5.	Other Information	6
Item 6.	Exhibits	6

FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements	3
	Condensed Consolidated Balance Sheets as of September 30, 2013 and December 31, 2012	3
	Condensed Consolidated Statements of Operations for the Three Months and Nine Months Ended September 30, 2013 and 2012	4
	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2013 and 2012	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	16
Item 4.	Controls and Procedures	16

PART II OTHER INFORMATION
Item 1.	Legal Proceedings	16
Item 1A.	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	17
Item 4.	Mine Safety Disclosures	17
Item 5.	Other Information	17
Item 6.	Exhibits	17

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	June 30, 2014			December 31, 2013
Assets	2013			2012
		(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	87,012		$	178,136
Cash	$	2,975		$	965
Restricted cash		-			542,234
Other receivables		7,473			1,950
Short term investments		-			103,211
Total current assets		10,448			2,915
Other receivables		1,950			873,965
Participation in oil and gas property interest, net
Inventory		-			45,420
		-			-
Total current assets		88,962			1,742,966
Total assets	$	10,448		$	2,915
Oil and gas properties (full cost method)
Evaluated		-			11,024,000
Participating interest in oil and gas contract		999,850			-
Property, plant and equipment
Well machinery and equipment		-			234,453
Furniture, fixtures and other		-			61,396
Less: accumulated depletion, depreciation and amortization		-			(27,078	)
Net oil and gas properties, plant and equipment		999,850			11,292,771
Total assets	$	1,088,812		$	13,035,737
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable and accrued liabilities	$	1,~~417~~638,~~825~~029		$	61,~~456~~429,~~722~~529
Related party payables		~~373~~374,~~065~~335			59379,~~470~~285
Total current liabilities		12,~~790~~012,~~890~~364			61,~~516~~808,~~192~~814
Convertible notes payable		2,~~500~~599,000			12,500,000
Total liabilities		4,~~290~~611,~~890~~364			84,~~016~~308,~~192~~814
Stockholders’ Equity:
Stockholders’ Equity (Deficit):
Common stock, $0.001 par value 3,000,000 shares authorized, 71,263,253 and 70,509,331 shares issued and outstanding, respectively		71,263			70,509
Common stock, $0.001 par value 3,000,000 shares authorized, 71,371,038 shares issued and outstanding, respectively		71,371			71,371
Additional paid in capital		21,771,191			21,540,021
Common stock issuance obligation		261,884			213,884
Deficit accumulated during exploration stage		(25,044,532	)		(14,894,348	)
Additional paid in capital		21,802,783			21,802,783
Accumulated other comprehensive loss		-			(1,696,637	)
Accumulated deficit		(26,736,954	)		(26,393,937	)
Total stockholders’ equity		(3,202,078	)		5,019,545
Total stockholders’ equity (deficit)		(4,600,916	)		(4,305,899	)
Total Liabilities and Stockholders’ Equity	$	1,088,812		$	13,035,737
Total Liabilities and Stockholders’ Equity (Deficit)	$	10,448		$	2,915

See accompanying notes to financial statements.

3F-1

HEAVY EARTH RESOURCES, INC.

~~(An~~CONDENSED CONSOLIDATED ~~Exploration~~STATEMENTS ~~Stage~~OF ~~Company)~~COMPREHENSIVE LOSS

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~(Unaudited)

(UNAUDITED)

	Three months ended June 30,						Six months ended June 30,
	2014			2013			2014			2013
Revenues	$	-		$	-		$	-		$	-

Operating costs and expenses
Exploration and lease operating costs		-			29,442			-			59,459
Depreciation and amortization		-			2,603			-			3,252
General and administrative		32,785			48,728			97,230			296,089
Legal and professional		25,233			47,012			79,870			288,652
Impairment of oil and gas properties		-			19,580			-			19,580

Total operating expenses		58,018			147,365			177,100			667,032

Loss from Operations		(58,018	)		(147,365	)		(177,100	)		(667,032	)

Other Income (Expense)
Amortization of debt discount		-			(59,250	)		-			(59,250	)
Interest expense		(83,417	)		(22,750	)		(165,917	)		(56,918	)

Total other income (expense)		(83,417	)		(82,000	)		(165,917	)		(116,168	)

Net Loss Before Income Taxes		(141,435	)		(229,365	)		(343,017	)		(783,200	)

Provision For Income Taxes		-			-			-			-

Net Loss / Comprehensive Loss	$	(141,435	)	$	(229,365	)	$	(343,017	)	$	(783,200	)

Loss per share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

Weighted average of shares outstanding		70,767,670			71,038,253			70,767,670			71,038,253

	Three Months Ended September 30,						Nine Months Ended September 30,
	2013			2012			2013			2012
Revenues	$	-		$	-		$	-		$	-
Operating costs and expenses
Exploration and lease operating costs		-			31,306			59,459			87,541
Depreciation and amortization		-			1,660			3,252			4,985
General and administrative		222,167			303,187			518,256			552,495
Legal and professional		5,468			228,190			294,120			535,684
Impairment of oil and gas properties		-			4,095,016			19,580			4,095,016
Total operating expenses		227,635			4,659,359			894,667			5,275,721
Loss from Operations		(227,635	)		(4,659,359	)		(894,667	)		(5,275,721	)
Other Income (Expense)
Amortization of debt discount, BCF		-			(1,000,000	)		-			(1,000,000	)
Interest expense		(23,000	)		(5,333	)		(79,918	)		(69,950	)
Late fees		-			-			(59,250	)		-
Loss on sale of subsidiary		(7,419,713	)		-			(7,419,713	)		-
Total other income (expense)		(7,442,713	)		(1,005,333	)		(7,558,881	)		(1,069,950	)
Net Loss Before Income Taxes	$	(7,670,348	)	$	(5,664,692	)	$	(8,453,548	)	$	(6,345,671	)
Provision For Income Taxes		-			-			-			-
Net Loss	$	(7,670,348	)	$	(5,664,692	)	$	(8,453,548	)	$	(6,345,671	)
Loss per share – basic		(0.11	)		(0.08	)		(0.12	)		(0.09	)
Weighted average of shares outstanding		70,986,292			70,423,099			70,767,670			69,787,191

See accompanying notes to financial statements.

4F-2

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(~~UNAUDITED~~Unaudited)

	Nine Months Ended September 30,
	Six months Ended June 30,
	2013			2012
	2014			2013
Cash Flows from Operating Activities
Net loss	$	(8343,~~453,548~~017	)	$	(6783,~~345,671~~200	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization		~~3,252~~-			43,~~985~~252
Common stock issued for services		102,000			-
Common stock for services		48,000			102,000
Common stock issued for late fees		59,250			-
Common stock issued for late payment penalty		-			59,250
Impairment of oil and gas properties		~~19,580~~-			419,~~095,016~~580
Loss on sale of subsidiary		7,419,713			-
Amortization of debt discount		-			1,000,000
Changes in operating assets and liabilities:
Decrease in restricted cash		~~542,234~~-			~~594~~97,~~737~~918
Decrease in other receivables		872,015			327,528
(Increase) in other receivables		(5,523	)		(26,898	)
(Increase) in prepaids		-			(2,997	)
Increase in accounts payable and accrued liabilities		208,500			236,489
(Increase) decrease in inventory		45,420			(3,448	)
Increase (decrease) in related party payables		(4,950	)		68,571
(Decrease) in accounts payable and accrued liabilities		(825,009	)		(2,488,636	)
Net cash used in operating activities		(96,990	)		(220,308	)
Increase in related party payables		313,595			-
Net cash provided by operating activities		98,502			(2,818,486	)
Cash Flows from Investing Activities
(Increase) decrease in short-term investments		3,418			92,791
Decrease in short term investments		-			3,418
Cost of oil and gas properties, plant & equipment		~~(193,044~~-	)		(4193,~~575,397~~044	)
Net cash provided by investing activities		(189,626	)		(4,482,606	)
Net cash used in investing activities		-			(189,626	)
Cash Flows from Financing Activities
Cash assumed in reverse merger		-			20,594
Proceeds from convertible notes		99,000			-
Proceeds from the issuance of common stock		-			850,000
Net cash provided by financing activities		99,000			-
Proceeds from convertible notes		-			4,365,000
Foreign currency exchange		-			233,232
Net cash provided by financing activities		-			5,235,594
Net increase(decrease) in cash		2,010			(176,702	)
Foreign currency exchange		-			2,061,217
Cash, beginning of period		965			178,136
Net increase in cash		(91,124	)		(4,281	)
Cash and cash equivalents, end of period	$	2,975		$	1,434
Cash, beginning of period		178,136			6,608
Cash and cash equivalents, end of period	$	87,012		$	2,327
Supplemental Cash Flow Information
Cash Paid For:
Interest	$	~~34,168~~-		$	-56,918
Income taxes	$	-		$	-
Non-cash transactions:
Discount to additional paid-in capital from relative fair value of warrants	$	-		$	1,000,000
Common stock for services	$	48,000		$	161,250
Acquisition of oil and gas properties	$	-		$	3,005,825
Conversion of notes payable	$	-		$	3,429,619
Recapitalization	$	-		$	2,997,117
Common stock for expenses	$	161,250		$	-

See accompanying notes to financial statements.

5F-3

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER~~ JUNE 30, ~~2013 AND 2012~~2014

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Heavy Earth Resources, Inc. (the “Company”) is an oil and gas company focused on exploration and production of oil and natural gas in Central and South America, primarily in the country of Colombia. The Company, through its wholly-owned subsidiary Syncline Technologies, Inc., a Cayman Islands exempt company (“Syncline Technologies”) owns a 25% participating interest in the La Maye Block located in the Lower Magdalena Basin, Colombia (“La Maye Block”). The Company also owns a 15% participation interest in the Morichito Block located in the Llanos Basin, Colombia (the “Morichito Block”). Previously, the Company through its subsidiaries, Deep Core, Inc. (“Deep Core”) and DCX SAS (“DCX”) owned a 50% participating oil and gas interest in the Morichito Block.

On August 28, 2013, the Company closed a transaction with Black Energy Oil & Gas Corp., a company based in Panama with principal operations in Colombia (“Black Energy”), for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, for the assumption of liabilities of US$6,000,000. As a part of that transaction, the Company retained a 15% participation interest in the Morichito Block, including a 100% carry up to US$10 million for all expenses related to the Morichito-5 (“M-5”) discovery well and either the M5B well or another prospect.

The Company entered into a Share Purchase Agreement on February 20, 2014 with New Horizon Exploration, a Texas corporation (“New Horizon”), to purchase the both its US and Colombia branches. New Horizon serves as the Operator of the La Maye block. Along with the purchase, the Company will also purchase the remaining participating interest owned by New Horizon. Certain conditions to closing must be met including completed due diligence both with New Horizon and its’ Colombian branch prior to closing.

Basis of Presentation and Functional Currency

~~These~~ The condensed consolidated unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim ~~consolidated~~ financial information and with the instructions to ~~Securities and Exchange Commission (“SEC”)~~ Form 10-Q and Article 8 of ~~SEC~~ Regulation S-X. ~~The~~They ~~principles for interim consolidated financial information~~ do not ~~require~~include ~~the inclusion of~~ all ~~the~~ information and ~~footnotes~~notes required by generally accepted accounting principles for complete ~~consolidated~~ financial statements. ~~Therefore~~ However, ~~these~~except ~~condensed~~as ~~consolidated~~disclosed ~~financial~~herein, ~~statements~~there ~~should~~have bebeen ~~read~~no material changes in ~~conjunction~~the ~~with~~information disclosed in the ~~Company’s~~notes ~~audited~~to ~~consolidated~~the financial statements included in our annual report on Form 10-K for the ~~years~~year ended December 31, ~~2012 and 2011~~2013. ~~The~~In ~~condensed consolidated financial statements included herein are unaudited; however, in~~ the opinion of management, ~~they~~all ~~contain~~adjustments ~~all~~(including normal recurring ~~adjustments~~accruals) considered necessary for a fair ~~statement~~presentation ofhave been ~~the condensed results for the interim periods~~included. Operating results for the three and ~~nine~~six months ended ~~September~~June 30, ~~2013~~2014, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. ~~ending~~For ~~December~~further 31information, ~~2013. The~~these ~~Company~~unaudited ~~made~~financial ~~certain~~statements and ~~reclassifications~~the torelated ~~prior-period~~notes ~~amounts~~should tobe ~~conform~~read toin conjunction with our audited financial statements for the ~~current~~year ~~presentation~~ended December 31, 2014, included in our annual report on Form 10-K.

These unaudited financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, and are expressed in United States dollars (USD). The Company’s functional currency is Colombian pesos (COP) which have been converted to USD based on the exchange rates at ~~September~~June 30, 2013 ~~and 2012~~, ~~respectively,~~ for purposes of the Company’s balance sheets and the average rates for the ~~nine~~years ~~months~~ ended ~~September~~June 30, 2013 ~~and 2012~~, ~~respectively,~~ for purposes of the Company’s statements of operations in accordance with Accounting Standards Codification 830, Foreign Currency Matters (ASC 830).

Exploration Stage

The Company has not produced revenues from its principal business and is in the exploration stage company as defined by ASC 915, Development Stage Entities. The Company is engaged in the acquisition, exploration, development and production of oil and gas properties. As of September 30, 2013, the Company owned a 15% participating oil and gas interest in the Morichito Block located in the Llanos Basin, Colombia and a 25% participating interest in the La Maye Block located in the Lower Magdalena Basin, Colombia.

The Company’s success will depend in large part on its ability to obtain and develop oil and gas interests within Colombia and other South or Central American countries. There can be no assurance that oil and gas properties obtained by the Company will contain reserves or that properties with reserves will be profitable to extract. The Company will be subject to local and national laws and regulations which could impact its ability to execute its business plan.

As discussed in Note 2, the accompanying financial statements have been prepared assuming the Company will continue as a going concern.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

1. NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.

Oil and Gas Properties

The Company follows the full cost method of accounting for its investments in oil and gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

Capitalized costs within the cost centers are amortized on the unit-of-production basis using proved oil and gas reserves. The cost of investments in unevaluated properties and major development projects are excluded from capitalized costs to be amortized until it is determined whether or not proved reserves can be assigned to the properties. Until such a determination is made, the properties are assessed annually to ascertain whether impairment has occurred. The costs of drilling exploratory dry holes are included in the amortization base immediately upon determination that the well is dry.

F-4

For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to: (i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (ii) the cost of properties not being amortized; plus (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and less (iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

Recent Accounting Pronouncements

~~There~~In June ~~were~~2014, ~~various~~the ~~updates~~Financial ~~recently~~Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-10, ~~most~~Development Stage Entities (Topic 915) (“ASU 2014-10”) that eliminated certain financial reporting requirements of ~~which~~development stage ~~represented~~entities ~~technical~~to ~~corrections~~(1) present inception-to-date ~~the~~information ~~accounting~~in ~~literature~~the orstatements ~~application~~of toincome, ~~specific~~cash ~~industries~~flows, and ~~are~~shareholder ~~not~~equity, ~~expected~~(2) label tothe financial statements as those of a ~~have~~development stage entity, (3) disclose a ~~material~~description ~~impact~~of onthe development stage activities in which the ~~Company's~~entity ~~financial~~is ~~position~~engaged, ~~results~~and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company has adopted early application of ~~operations~~ASU2014-10 oras ~~cash~~of ~~flows~~January 1, 2014, and accordingly has retroactively applied the provisions therein since these unaudited consolidated financial statements had yet to be issued.

There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s financial position, results of operations or cash flows.

2. GOING CONCERN

As shown in the accompanying consolidated financial statements, the Company has incurred a net loss of $826,~~453~~736,~~458~~954 through ~~September~~June 30, 2014 ~~2013~~ and has a working capital deficiency of $12,~~701~~001,~~928~~916 at ~~September~~June 30, ~~2013~~2014. The Company is subject to those risks associated with exploration stage companies. The Company has sustained losses since inception and additional debt and equity financing will be required by the Company to fund its development activities and to monetize economically recoverable oil and gas reserves. However, there is no assurance that the Company will be able to obtain additional financing to further its ongoing activities so that profitable operations can be attained.

Management is currently devoting substantially all of its efforts to exploit its existing oil and gas properties and recover as much of the resources available. The Company also continues to search for additional productive properties. There can be no assurance that the Company'’s efforts will be successful, or that those efforts will translate in a beneficial manner to the Company. ~~The~~ The accompanying statements do not include any adjustments that might result should the Company be unable to continue as a going concern.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

3. DIVESTITURE – SALE OF SUBSIDIARY

On August 28, 2013, the Company closed a transaction with Black Energy for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, for the assumption of liabilities of US$6,000,000.

As a part of the transaction, the Company retained a 15% participation interest in the Morichito Block, including a 100% carry up to US$10 million for all expenses related to the development of the Morichito-5 (“M-5”) discovery well and either the M5B well or another prospect.

To facilitate the transaction, the Company transferred its ownership of Deep Core Barbados, whose principal asset is a 25% participation in La Maye, to Syncline Technologies.

The Company recorded a loss on sale of subsidiary as of August 28, 2013. Consideration for the sale included the participation interest in the Morichito Block, which was valued at $999,850, representing 15% of the total consideration for the assumption of liabilities and intercompany amounts. The consideration was offset by net assets and liabilities of $7,725,403, and intercompany transactions of $694,160, resulting in a loss on sale of $7,419,713.

4. OIL AND GAS PROPERTIES

During the prior year, DCX had an Exploration and Production Contract with the ANH for exploration and development of the Morichito Block in the Eastern Llanos Basin, Colombia (the E+P Contract). Pursuant to the E+P Contract, DCX maintained an approximately 50% working interest in the Morichito Block in exchange for a 4% net production royalty and a 1% overriding total production royalty plus other terms and conditions. The Morichito Block is comprised of approximately 23,000 hectares, or 57,000 gross acres. The exploration period was divided into six (6) exploration phases of which five (5) have been completed.

As described ~~more fully~~ in Note 3 above, on August 28, 2013, the Company closed a transaction with Black Energy Oil & Gas Corp., a company based in Panama with principal operations in Colombia (“Black Energy”), for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, ~~in exchange~~ for ~~Black~~the ~~Energy’s~~ assumption of liabilities of US$6,000,000~~. As part of this transaction~~, whereby the Company retained a 15% participation interest in the Morichito Block, including a 100% carry up to US$10 million for ~~all expenses related to~~ the ~~development of the~~ Morichito-5 (“M-5”) discovery well and either the M5B well or another prospect.

~~The Company’s wholly owned subsidiary, Syncline Technologies, owns Deep Core Barbados, whose principal asset is a 25% participation interest in La Maye.~~F-5

The Company’s wholly owned subsidiary, Syncline Technologies, owns Deep Core Barbados, whose principal asset is a 25% participation interest in La Maye. The La Maye block is located in the lower Magdalena Valley Basin and is approximately 68,302 gross acres. The project has been in force majeure to unusually heavy rains during the last three (3) years. The Company is currently working together with the ANH and its’ partners to consider other options to move the project forward. This includes consideration for a seismic program to complete the year 2014.

5. COMMITMENTS AND CONTINGENCIES

As part of the agreement with Black Energy for the sale of the Company’s subsidiary Deep Core, whose principal asset is DCX, Black Energy agreed to assume all of DCX’s liabilities, including certain legal expenses associated with DCX. The Company entered into a ~~deed of~~ guarantee agreement with DCX’s ~~Columbian~~ legal counsel, guaranteeing Black Energy’s payment of legal expenses associated with ~~Deep Core and~~ DCX. The expenses total approximately US$120,000 USD.

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

6. CONVERTIBLE NOTES

Prior to the closing of the Share Exchange Agreement, Deep Core issued the convertible notes in exchange for an aggregate of $3,365,000 in proceeds. Pursuant to the agreement, Deep Core was obligated to repay the outstanding principal balance and accrued interest of the convertible notes by June 23, 2012 at an interest rate of 10% per annum, provided, however, that, upon closing of the Share Exchange Agreement while the convertible notes principal balance and unpaid accrued interest of the would automatically convert into shares of our common stock at a conversion price of $0.40 per share.

Upon closing of the Share Exchange on May 3 2012, the outstanding principal balance and unpaid accrued interest of the convertible notes were all converted at a conversion price of $0.40 per share.

On August 29, 2012, the Company entered into a securities purchase agreement with two investors providing for the issuance of an aggregate principal value of $1,000,000 of a 6% senior convertible note and common stock purchase warrants to purchase an aggregate of 1,666,667 shares of common stock in exchange for the aggregate for $1,000,000 (the “August 2012 Notes”).

The August 2012 Notes are due three years from August 29, 2012, the date of issuance. The August 2012 Notes may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The August 2012 Notes bear interest at the rate of 6% per annum at inception, and increased to 12% per annum on March 31, 2013 since the Company had not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before that date. Should the Company’s common stock not be listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2014, the interest rate will further increase to 15% per annum. Last, in the event of default the rate will increase to 18%. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The Company has the option to redeem the August 2012 Notes at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The August 2012 Notes are secured by the Company’s oil and gas properties.

The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of the convertible notes issued to each respective investor and have an exercise price of $0.85 per share, are exercisable immediately upon issuance and have a term of exercise of five years from August 29, 2012, the date of issuance.

Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the period ended September 30, 2012 using the intrinsic value in the convertible notes adjusted for amounts allocated to the warrant valuation. The intrinsic value of the convertible notes amounted to $909,958 based on the fair market value of common stock on the respective dates of issuance.

Since the combined value of the warrants ($443,291) plus the intrinsic value of the August 2012 Notes ($909,958) exceeds the fair value of the proceeds received from the issuance of the debt ($1,000,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $443,291 and the remainder to the beneficial conversion feature in the amount of $556,709. The Company immediately amortized the debt discount of $1,000,000 during the prior year since the debt was convertible upon issuance.

On December 6, 2012, the Company entered into a securities purchase agreement with an investor providing for the issuance of an aggregate principal value of $500,000 of a 6% senior convertible note and common stock purchase warrants to purchase an aggregate of 833,333 shares of common stock in exchange for the aggregate for $500,000 (the “December 2012 Note”).

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

6. CONVERTIBLE NOTES (Continued)

The December 2012 Note is due three years from December 6, 2012, the date of issuance. The December 2012 Note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.60 per share. The December 2012 Note bears interest at the rate of 6% per annum inception, and increased to 12% per annum on March 31, 2013 since the Company had not consummated a primary public offering of its securities with gross proceeds of at least $6,000,000 on or before that date. Should the Company’s common stock is not be listed for trading on the Nasdaq Capital Market or the Nasdaq Global Market by January 15, 2014 the interest rate will further increase to 15% per annum. Last, in the event of default the rate will increase to 18%. Interest is payable quarterly in cash and may be payable in shares of the Company’s common stock if certain conditions are met, including but not limited to, the condition that the Company is not in default and the daily trading volume for the Company’s common stock exceeds 25,000 shares per trading day. The Company has the option to redeem the December 2012 Note at 115% of the outstanding principal together with any accrued but unpaid interest at any time if certain conditions are met. The December 2012 Note is secured by the Company’s oil and gas properties.

F-6

Pursuant to ASC 470-20 Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, the Company determined that a beneficial conversion feature is present for the convertible notes issued during the prior year using the intrinsic value in the December 2012 Note adjusted for amounts allocated to the warrant valuation. The intrinsic value of the December 2012 Note amounted to $909,958 based on the fair market value of common stock on the respective dates of issuance.

Since the combined value of the warrants ($236,446) plus the intrinsic value of the December 2012 Note ($319,779) exceeded the fair value of the proceeds received from the issuance of the debt ($500,000), the Company is limited to the amount of the proceeds when recording the beneficial conversion feature as debt discount. Using a pro rata contribution, the Company allocated the proceeds first to the warrant valuation in the amount of approximately $236,446 and the remainder to the beneficial conversion feature in the amount of $263,554. The Company immediately amortized the debt discount of $500,000 during the prior year since the debt was convertible upon issuance.

On February 8, 2013, the Company entered into a securities purchase agreement with an investor providing for the issuance of an aggregate principal value of $1,000,000 of a 15% senior convertible note and common stock purchase warrants to purchase an aggregate of 2,000,000 shares of common stock in exchange for the aggregate for $1,000,000. The convertible notes will become due and payable three years from February 8, 2013, the date of issuance. The convertible note may be converted at any time at the option of the investors into shares of the Company’s common stock at a conversion price of $0.50 per share. The warrants grant the each investor the right to purchase up to a number of shares of common stock equal to 100% of the shares underlying the principal amount of the convertible notes issued to each respective investor and have an exercise price of $0.60 per share, are exercisable immediately upon issuance and have a term of exercise of five years from February 8, 2013.

The assumptions used in the Black-Scholes option pricing model for the Warrants were as follows:

Risk-free interest rate	~~Risk-free interest rate~~	~~0.74%~~	0.74	%
Expected volatility of common stock	~~Expected volatility of common stock~~	~~103%~~	103	%
Dividend yield	~~Dividend yield~~	~~0.00%~~	0.00	%
Expected life of warrants and conversion feature	~~Expected life of warrants and conversion feature~~	~~5 years~~	5 years

HEAVY EARTH RESOURCES, INC.

(An Exploration Stage Company)

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2013 AND 2012

7. COMMON STOCK

On February 7, 2013, the Company issued 200,000 shares of its common stock to two (2) consultants for services at $0.51/share, or $102,000.

On April 26, 2013, the Company’s board of directors approved: (a) the issuance of 178,922 registered shares of the Company’s common stock (“Interest Shares”) as payment of interest and late fees on its outstanding convertibles notes; and (b) 150,000 restricted shares of the Company’s common stock in exchange for the note holder’s agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or have waived by such noteholders prior to issuing the Interest Shares. The Company issued the Interest Shares and the Waiver Shares to the noteholders on May 1, 2013.

On July 22, 2013, the Company’s board of directors approved the issuance of: (a) 281,900 shares of the Company’s registered common stock as payment of interest on its outstanding convertible notes; (b) 125,000 shares of the Company’s restricted common stock in exchange for in exchange for the note holders’ agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or have waived by such note holders prior to issuing the Interest Shares; and (c) 100,000 restricted shares of the Company’s common stock to its legal counsel in exchange for such legal counsel agreeing to defer payment for fees owed for legal services provided until the Company is able to close its next financing.

On November 6, 2013, the Company’s board of directors approved the issuance of 107,785 shares of the Company’s restricted common stock as payment to a consultant for business ~~accounting~~ and financial services.

On November 6, 2013, the Company’s board of directors approved the issuance of: (a) 310,813 shares of the Company’s registered common stock as payment of interest on its outstanding convertible notes; and (b) 300,000 shares of the Company’s restricted common stock in exchange for in exchange for the note holders’ agreeing to waive the “Equity Conditions” set forth in the notes which the Company was required to either meet or have waived by such note holders prior to issuing the Interest Shares.

F-7

8. RELATED PARTY PAYABLES

During the period ended ~~September~~June 30, ~~2013~~2014, the Company received advances from officers and shareholders, for operating costs and expenses. These advances are non-interest bearing and are repaid as cash becomes available.

119. SUBSEQUENT EVENTS

Management Changes

Effective September 15, 2014, Anthony Ives resigned as the Chief Financial Officer, Secretary, Treasurer and a member of the Board of Directors of the Company.

On November 3, 2014, Grant Draper resigned as the President, Chief Executive Officer and a member of the Board of Directors of Heavy Earth Resources, Inc. (the ” Company “), effective immediately upon the appointment of Brian Ladin as the Company’s new sole director and sole executive officer.

On November 3, 2014, Brian Hepp resigned as the Chief Operating Officer and a member of the Board of Directors of the Company, effective immediately upon the appointment of Brian Ladin as the Company’s new sole director and sole executive officer.

On November 3, 2014, The Company’s Board of Directors appointed Mr. Brian Ladin, age 42, as the Company’s President, Chief Executive Officer, Chief Operating Officer, Secretary, Treasurer and sole member of the Company’s Board of Directors, to hold office until the Company’s next annual meeting of its shareholders or until his successor(s) are duly elected and qualified.

Business Operations

On November 14, 2014, the Company announced that it is evaluating the strategic alternatives and eventual sale of its participating working interests in the La Maye Block and Morachito Block oil and gas contracts. The Company does not expect to generate sales proceeds in excess of its existing liabilities.

F-8

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

The following discussion relates to a discussion of the financial condition and results of operations of Heavy Earth Resources, Inc., a Florida corporation (the “Company”) herein used in this report, unless otherwise indicated, under the terms “Registrant,” “Heavy Earth,” “we,” “us” and similar terms and its previous wholly-owned subsidiary Deep Core Inc., a Cayman Island exempt company (“Deep Core”), the 99.675% owner of its Colombian subsidiary, DCX SAS (formerly known as Petropuli SAS) (“DCX”), and the Company’s current wholly-owned subsidiary, Syncline Technologies, Inc., a Cayman Island exempt Company (“Syncline Technologies”), which wholly owns Deep Core (Barbados) Inc. (“Deep Core Barbados”).

Forward Looking Statements

This following information specifies certain forward-looking statements of management of the company. Forward-looking statements are statements that estimate the happening of future events are not based on historical fact. Forward-looking statements may be identified by the use of forward-looking terminology, such as “may”, “shall”, “could”, “expect”, “estimate”, “anticipate”, “predict”, “probable”, “possible”, “should”, “continue”, or similar terms, variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. ~~Factors~~ No assurance can be given that ~~could~~any ~~cause~~of ~~actual~~the ~~results~~assumptions relating to ~~differ~~the ~~materially~~forward-looking ~~include,~~statements specified ~~but~~in the following information are ~~not~~accurate, ~~limited~~and we assume no obligation to: update any such forward-looking statements.

·Critical Accounting ~~risks~~Policy ~~associated with drilling~~ and ~~production programs on the Morichito and La Maye Blocks resulting from geological, technical, drilling, seismic and other unforeseen problems;~~Estimates.

·Our Management’s ~~Operators~~Discussion and Analysis of Financial Condition and Results of Operations section discusses our financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accrued expenses, financing operations, and contingencies and litigation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for ~~both~~making ~~Morichito~~judgments &about Lathe ~~Maye~~carrying ~~blocks~~value of assets and liabilities that are not readily apparent from other sources. Actual results may ~~experience~~differ ~~unforeseen~~from ~~problems~~these ~~causing~~estimates ~~delays~~under different assumptions or conditions. The most significant accounting estimates inherent in ~~exploration~~the preparation of our financial statements include estimates as to the appropriate carrying value of certain assets and ~~production;~~liabilities which are not readily apparent from other sources. In addition, these accounting policies are described at relevant sections in this discussion and analysis and in the notes to the financial statements included in this Annual Report on Form 10-K.

~~· unexpected results~~ Basis of ~~exploration~~Presentation and ~~development~~Functional ~~drilling and related activities on the Morichito and La Maye Blocks;~~Currency

·The condensed ~~volatility~~consolidated unaudited financial statements included herein have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 8 of ~~oil~~Regulation ~~prices~~S-X. ~~may~~They ~~affect~~do not include all information and notes required by generally accepted accounting principles for complete financial statements. However, except as disclosed herein, there have been no material changes in the ~~Company’s~~information ~~ability~~disclosed in the notes to ~~raise~~the ~~capital;~~financial statements included in our annual report on Form 10-K for the year ended December 31, 2013. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2014, are not necessarily indicative of the results that may be expected for any other interim period or the entire year. For further information, these unaudited financial statements and the related notes should be read in conjunction with our audited financial statements for the year ended December 31, 2014, included in our annual report on Form 10-K.

·The financial ~~continued~~statements ~~availability~~and related notes are presented in accordance with accounting principles generally accepted in the United States of ~~capital~~America, and ~~financing~~are expressed in United States dollars (“USD”). The Company’s functional currency is Colombian pesos (“COP”) which have been converted to ~~fund~~USD ~~exploration~~based on the exchange rates at June 30, 2013, for purposes of the Company’s balance sheets and ~~development~~the ~~drilling~~average ~~activities;~~rates for the periods ended June 30, 2013, for purposes of the Company’s statements of operations in accordance with accounting standards codification 830, Foreign Currency Matters (ASC 830).

·Use of ~~increases in operating costs;~~Estimates

·The preparation ~~availability~~of financial statements in conformity with accounting principles generally accepted in the United States of ~~skilled~~America requires ~~personnel;~~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 of the financial statements, and the reported amounts of revenues and expenses during the reported periods. Actual results could materially differ from those estimates.

·Cash and ~~unpredictable~~Cash ~~weather conditions;~~Equivalents

·For purposes of the ~~impact~~balance sheet and statement of ~~political~~cash flows, the Company considers all highly liquid debt instruments purchased with maturity of three months or less to be cash equivalents. As of June 30, 2014 and ~~economic~~December ~~instability~~31, in2014, ~~Colombia;~~the Company had no cash equivalents.

·Fair Value ~~the ability to obtain required approvals~~ of ~~regulatory~~Financial ~~authorities in Colombia;~~Instruments

·Pursuant to ~~senior~~ASC ~~management's~~No. ~~general~~825, ~~inexperience~~Financial inInstruments ~~oil~~, the Company is required to estimate the fair value of all financial instruments included on its balance sheets. The carrying value of cash, short-term investments, other receivables, inventory, accounts payable and ~~gas~~accrued ~~operations~~expenses inapproximate ~~Colombia;~~their fair value due to the short period to maturity of these instruments.

~~· members of senior management not being based in Colombia; and~~3

~~· other factors listed from time to time in the Company's filings with the Securities~~ Oil and ~~Exchange~~Gas ~~Commission.~~Properties

~~Critical~~The Company ~~Accounting~~follows ~~Policies~~the full cost method of accounting for its investments in oil and ~~Estimates~~gas properties. Under the full cost method, all costs associated with the exploration of properties are capitalized into appropriate cost centers within the full cost pool. Internal costs that are capitalized are limited to those costs that can be directly identified with acquisition, exploration, and development activities undertaken and do not include any costs related to production, general corporate overhead, or similar activities. Cost centers are established on a country-by-country basis.

~~Our~~Capitalized costs ~~Management's~~within Discussion and Analysis of Financial Condition and Results of Operations section discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the ~~United~~cost ~~States~~centers ofare ~~America. The~~amortized ~~preparation~~on ~~of these financial statements requires management to make estimates and assumptions that affect~~ the ~~reported amounts~~ unit-of ~~assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on~~-~~going~~production basis, ~~management~~using ~~evaluates~~proved ~~its~~oil ~~estimates~~ and ~~judgments,~~gas ~~including~~reserves. ~~those~~The ~~related~~cost toof ~~revenue~~investments in ~~recognition,~~unevaluated ~~accrued~~properties ~~expenses, financing operations,~~ and ~~contingencies~~major ~~and~~development ~~litigation. Management~~projects ~~bases~~are ~~its~~excluded ~~estimates~~from ~~and~~capitalized ~~judgments~~costs onto ~~historical~~be ~~experience~~amortized ~~and~~until onit ~~various~~is ~~other~~determined whether ~~factors~~or ~~that~~not ~~are~~proved ~~believed~~reserves tocan be ~~reasonable~~assigned ~~under~~to the ~~circumstances,~~properties. ~~the~~Until ~~results~~such ofa ~~which~~determination ~~form~~is ~~the~~made, ~~basis for making judgments about~~ the ~~carrying~~properties ~~value of assets and liabilities that~~ are ~~not~~assessed annually ~~readily~~to ~~apparent~~ascertain ~~from~~whether ~~other~~impairment ~~sources. Actual~~has ~~results may differ from these estimates under different assumptions or conditions~~occurred. The ~~most~~costs ~~significant accounting estimates inherent in the preparation~~ of ~~our~~drilling ~~financial~~exploratory ~~statements~~dry ~~include~~holes ~~estimates as to the appropriate carrying value of certain assets and liabilities which~~ are ~~not readily apparent from other sources. These accounting policies are described at relevant sections in this discussion and analysis and in the notes to the consolidated financial statements~~ included in ~~our Annual Report on Form 10-K for~~ the ~~year~~amortization base ~~ended~~immediately ~~December~~upon ~~31,~~determination ~~2012~~that ~~and this Quarterly Report on Form 10-Q for~~ the ~~period~~well ~~ended~~is ~~September 30, 2013~~dry.

12For each cost center, capitalized costs are subject to an annual ceiling test, in which the costs shall not exceed the cost center ceiling. The cost center ceiling is equal to: (i) the present value of estimated future net revenues computed by applying current prices of oil and gas reserves (with consideration of price changes only to the extent provided by contractual arrangements) to estimated future production of proved oil and gas reserves as of the date of the latest balance sheet presented, less estimated future expenditures (based on current costs) to be incurred in developing and producing the proved reserves computed using a discount factor of ten percent and assuming continuation of existing economic conditions; plus (ii) the cost of properties not being amortized; plus (iii) the lower of cost or estimated fair value of unproven properties included in the costs being amortized; and less (iv) income tax effects related to differences between the book and tax basis of the properties. If unamortized costs capitalized within a cost center, less related deferred income taxes, exceed the cost center ceiling, the excess is charged to expense and separately disclosed during the period in which the excess occurs.

~~Overview~~The following discussion of financial condition and results of operations should be read in conjunction with our audited financial statements for the years ended December 31, 2013, together with notes thereto as included in this Quarterly Report on Form 10-Q.

~~Heavy Earth Resources, Inc. (the “Company”), a Florida corporation, is engaged in the acquisition, exploration, development and production~~ Results of ~~oil and gas properties~~Operations. As of September 30, 2013, the Company, through its wholly-owned subsidiary Syncline Technologies, owned a 25% participating interest in the La Maye Block located in the Lower Magdalena Basin, Colombia (“La Maye Block”). In addition, following the Deep Core Sale (as described more fully below), which closed on August, 28, 2013, we retained a 15% participating interest in the Morichito Block located in the Los Llanos Basin of Colombia (“Morichito Block”).

~~Deep~~For ~~Core~~the three ~~Sale~~months ended June 30, 2014, as compared to the three months ended June 30, 2013.

OnRevenues – ~~August~~We ~~28,~~had ~~2013,~~no ~~the~~revenues ~~Company~~for ~~entered into~~ the ~~following~~years ~~agreements~~ended inJune ~~connection with its sale of a 100% of its equity ownership of its subsidiary~~30, ~~Deep~~2014 ~~Core,~~and ~~Inc~~2013.~~, a Cayman Islands company (this transaction is referred to herein as the “Deep Core Sale”):~~

·Operating Expenses ~~Share~~– ~~Purchase~~For ~~Agreement~~the ~~dated~~three asmonths ended June 30, 2014, our total operating expenses were $58,018, which consisted of ~~the~~general and ~~same~~administrative ~~date~~expenses (of $32,785, and legal and professional fees of $25,233. By comparison, for the ~~“Purchase~~three ~~Agreement”)~~months ended June 30, by2013, our total operating expenses were $147,365, which consisted of exploration and ~~between~~lease ~~the~~operating ~~Company~~costs of $29,442, depreciation and ~~Black~~amortization ~~Energy~~expense ~~Oil~~of &$2,603, ~~Gas~~general ~~Corp.~~and administrative expenses of $48,728, alegal ~~Panamanian~~and ~~company~~professional ~~(“Black~~fees ~~Energy”);~~of $47,012, and impairment of oil and gas of $19,580.

·Net Loss ~~Letter~~– ~~agreement~~For ~~dated as of~~ the ~~same~~three ~~date~~months ~~(the~~ended ~~“Letter~~June ~~Agreement”)~~30, by2014, ~~and~~we ~~between~~had ~~the~~a ~~Company~~net ~~and~~loss ~~Deep~~of ~~Core~~$141,435. ~~(Barbados)~~By ~~Inc.~~comparison, afor ~~Barbados~~the ~~corporation~~three ~~wholly~~months ended ~~owned~~June by30, ~~the~~2013, ~~Company~~we ~~(“Deep~~had ~~Core~~a ~~Barbados”),~~net onloss ~~the~~of ~~one hand~~$229,365. ~~and~~We ~~DCX~~expect ~~SAS~~to onincur net losses for the ~~other~~foreseeable ~~hand~~future.

~~Pursuant~~For to the six ~~Purchase~~months ~~Agreement,~~ended ~~the~~June ~~Company~~30, ~~agreed to sell to Black Energy~~2014, ~~and~~as ~~Black~~compared ~~Energy agreed~~ to ~~purchase from~~ the ~~Company,~~six ~~the~~months ~~shares~~ended ofJune ~~Deep Core Inc.~~30, ~~(“Deep Core”) held by the Company, representing all of the issued and outstanding share capital of Deep Core (the “Shares”)~~2013. Deep Core, a Cayman Islands company, owns 99.675% of the issued and outstanding share capital of DCX SAS, a Columbian company (“DCX”) that owns a 50% participating interest in the Morichito Block located in the Llanos Basin, Columbia. In addition:

·Revenues – ~~Total~~We ~~consideration~~had ~~for~~no ~~the~~revenues ~~Shares~~for ~~is $1.5 million (~~the ~~“Proceeds”)~~years ~~plus~~ended ~~the~~June ~~assumption~~30, of2014 $6and ~~million of existing liabilities as well as all future liabilities of Deep Core~~2013.

·Operating Expenses ~~The~~– ~~Company~~For ~~shall~~the ~~retain~~six amonths ~~15%~~ended ~~participation~~June ~~interest~~30, in2014, ~~the~~our ~~Morichito~~total ~~Block~~operating (expenses were $177,100, which consisted of general and administrative expenses of $97,230, and legal and professional fees of $79,870. By comparison, for the ~~“Interest”)~~six months ended June 30, to2013, beour ~~held~~total byoperating ~~Deep~~expenses ~~Core~~were ~~Barbados~~$667,032, ~~pursuant~~which toconsisted anof ~~agreement~~exploration toand belease ~~entered~~operating ~~into~~costs byof $59,459, depreciation and ~~between~~amortization ~~DCX~~expense of $3,252, general and ~~Deep~~administrative ~~Core~~expenses ~~Barbados~~of $296,089, legal and professional fees of $288,652, and impairment of oil and gas of $19,580.

·Net Loss ~~From~~– ~~and~~For ~~after~~ the ~~closing~~six ofmonths ~~the~~ended ~~Agreement~~June ~~(the~~30, ~~“Closing”)~~2014, ~~Black~~we ~~Energy~~had ~~(and~~a ~~DCX)~~net ~~shall~~loss ~~hold~~of ~~the~~$343,017. ~~Interest~~By incomparison, ~~trust and~~ for the ~~benefit~~six ofmonths ~~Deep~~ended June ~~Core~~30, ~~Barbados~~2013, ~~until~~we ~~such~~had ~~time~~a ~~that~~net ~~Columbia’s~~loss ~~National Agency~~ of ~~Hydrocarbons~~$783,200. ~~can~~We ~~formally~~expect ~~approve~~to ~~the~~incur ~~transfer~~net oflosses for the ~~Interest~~foreseeable ~~to Deep Core Barbados~~future.

~~· From~~ Liquidity and ~~after~~Capital ~~the~~Resources ~~Closing,~~– ~~Black~~As ~~Energy shall cause DCX to commence such exploratory activities at the Morichito Block as set forth in Schedule B~~ of ~~the~~June ~~Agreement~~30, ~~and~~2014, toour ~~pay~~total ~~for~~assets ~~all~~were ~~attendant expenses up to~~ $10 ~~million~~,448. ~~Expenses~~Our intotal ~~excess~~current ~~thereof,~~assets asconsist ~~well~~of ~~as any other expenses, shall be borne by Black Energy~~ cash and ~~Deep~~cash ~~Core~~equivalents ~~Barbados pro rata to their respective participation interests. If Black Energy fails to perform any~~ of ~~its obligations described herein~~$2,975, ~~Black~~and ~~Energy~~other ~~agrees~~receivables toof ~~transfer the Shares back to the registrant upon notice for no additional consideration~~$ 7,473.

·Our total ~~The~~current ~~Company~~liabilities ~~agrees~~of ~~that~~$2,012,364 ~~the~~consisting ~~Proceeds~~of ~~are~~accounts ~~credited~~payable ~~toward~~and ~~the~~accrued ~~Company’s~~expenses ~~contribution~~of ~~to the initial~~ $101,638,029, ~~million~~and inrelated ~~expenses~~party ~~relating~~payables of to$374,335 ~~the~~as ~~Morichito~~of ~~Block~~June ~~that~~30, ~~are attributable to the Interest~~2014.

·We have ~~The~~been ~~Company~~financing ~~has~~our aoperations ~~right~~through ofthe ~~first~~sale ~~refusal~~of ~~with~~our ~~respect~~securities. Prior to ~~any~~the ~~proposed~~closing ~~transfer~~ of the ~~Shares,~~Share ~~the~~Exchange ~~shares~~on ofMay ~~DCX~~4, ~~held by~~ 2012, Deep Core, orissued ~~DCX’s~~promissory ~~participation~~notes ~~interest~~to nine holders in ~~the~~exchange ~~Morichito~~for ~~Block.~~an ~~Black~~aggregate ~~Energy~~of ~~shall~~$3,365,000 ~~notify~~in proceeds. On the ~~registrant~~closing inof ~~writing~~the Share atExchange, ~~least~~the 30outstanding ~~business~~principal ~~days~~balance ~~prior~~and tounpaid ~~the~~accrued ~~closing~~interest of ~~any~~those ~~such~~notes ~~transfer,~~converted ~~and~~into ~~the~~shares ~~registrant~~of ~~shall~~our ~~have~~common stock 10at ~~business~~a ~~days~~conversion ~~therefrom~~price toof ~~exercise~~$0.40 ~~its~~per ~~refusal right~~share.

~~Pursuant~~On February 13, 2013, we entered into a securities purchase agreement with a foreign investor pursuant to which we issued to the investor ~~Letter~~(i) ~~Agreement~~an aggregate principal value of $1,000,000 ~~DCX~~of ~~acknowledges~~15% ~~the~~convertible ~~Interest~~debentures ~~under~~and (ii) common stock purchase warrants granting the ~~terms~~right to purchase an aggregate of ~~the~~2,000,000 ~~Purchase~~shares ~~Agreement~~of our common stock at an exercise price of $0.60 per share in exchange for $1,000,000 in proceeds. The shares and warrant were issued in a transaction which we believe satisfies the ~~rights~~requirements of that exemption from the registration and prospectus delivery requirements of the ~~Company~~Securities ~~thereto~~Act, which exemption is specified by the provisions of Regulation S promulgated pursuant to that act by the SEC.

~~Third Quarter Highlights~~4

~~Morichito~~During the ~~Block~~period ended June 30, 2013, the Company received advances from officers and shareholders, for operating costs and expenses. These advances are non-interest bearing and are repaid as cash becomes available.

~~The~~On August 28, 2013, the Company ~~completed~~entered aninto ~~advanced~~a 94Share ~~square~~Purchase ~~kilometers~~Agreement 3Dwith ~~seismic~~Black ~~survey~~Energy ~~over~~to ~~the~~sell ~~northern~~of ~~portion~~a 100% of ~~the~~its ~~Morichito~~equity ~~Block~~ownership of its subsidiary, ~~located~~Deep ~~within~~Core. ~~producing~~Pursuant ~~trends~~to ofthe Purchase Agreement, the ~~prolific~~Company ~~Llanos~~agreed ~~Basin,~~to sell to ~~define~~Black Energy, and ~~identify~~Black ~~high-impact~~Energy agreed ~~exploration~~to ~~drilling~~purchase ~~targets.~~from ~~The~~the 3DCompany, ~~seismic~~the ~~survey~~shares ~~was~~of ~~completed~~Deep ~~ahead~~Core held by the Company, representing all of ~~schedule~~the issued and onoutstanding share ~~budget~~capital ~~and~~of ~~preliminary~~Deep ~~analysis~~Core. ~~has~~Deep ~~indicated~~Core ~~the~~owns ~~quality~~99.675% of the ~~data~~issued isand ~~better~~outstanding ~~than~~share ~~expected. Subsequent~~capital toof ~~June 30~~DCX, ~~2012~~that owns a 50% participating interest in the Morichito Block located in the Llanos Basin, weColombia ~~announced~~for the ~~completion~~total consideration of ~~its~~$1.5 ~~merging~~million (the “Proceeds”) plus the assumption of ~~its~~existing ~~new~~liabilities 3Das ~~seismic~~well ~~surveys~~as ~~with~~all ~~previous~~future 3Dliabilities ~~seismic~~of ~~surveys~~Deep Core, and ~~the~~certain ~~fulfillment~~other ofterms ~~its~~and ~~obligations~~conditions set ~~for~~forth in the ~~relinquishment~~Purchase ofAgreement. 50The Company retained a 15% ofparticipation interest in the Morichito Block ~~area~~Contract, into ~~conjunction~~be held ~~with~~by aDeep ~~two-year~~Core ~~E&P~~Barbados ~~Contract~~pursuant ~~extension~~to ~~from~~the Letter Agreement dated as of the ~~Colombian~~same ~~ANH~~date, by and between the Deep Core Barbados and DCX. The Company reported a net loss on the Deep Core share sale totaling $7,419,713.

13As of June 30, 2014, we have cash and cash equivalents of $2,975. We expect that our future available capital resources will consist primarily of cash on hand, cash generated from our business, if any, and future debt and/or equity financings, if any.

~~Black~~During 2014, ~~Energy~~we isexpect ~~currently~~that ~~working~~our subsidiary will continue to incur significant exploration and development costs as we exploit our interests in the ~~Llanos~~Morichito ~~basin~~Block, inLa ~~order~~Maye toBlock ~~begin~~and ~~testing~~other interests we may acquire. Our exploration and lease operating costs in the Morichito Block 5and ~~(M5)~~La ~~discovery~~Maye ~~well~~Block will be significant and will continue to impact our liquidity. ~~This~~We ~~includes~~may ~~continuation~~also incur additional costs related to any potential acquisition of ~~the~~oil ~~roadwork~~and ~~necessary~~gas properties or interests in ~~order~~Colombia toand ~~allow~~other ~~access~~areas ~~for~~of ~~the~~Central ~~rig~~and South America. We also expect to ~~enter~~incur ~~the~~significant ~~site~~professional fees associated with being a public company as well as ~~the~~significant ~~transportation~~general ofand administrative ~~equipment~~expenses. ~~required~~Those ~~for~~fees ~~testing.~~will ~~The~~be ~~construction~~higher ofas ~~the~~our ~~all-weather~~business ~~road~~volume and activity increases and will becontinue ~~suspended~~to ~~until~~impact ~~the~~our liquidity. ~~flow~~Other ~~rate~~than ofthe M5exploration ~~has~~and ~~been~~development ~~determined.~~costs ~~The~~for ~~Company~~the ~~expects~~Morichito Block and the ~~testing~~La ~~will~~Maye beBlock, ~~completed~~any ~~prior~~potential toacquisitions costs ~~the~~and ~~end~~anticipated increases in legal and accounting costs and general and administrative expenses, we are not aware of ~~2013~~any other known trends, events or uncertainties, which may affect our future liquidity.

On November 14, 2014, the Company announced that it would evaluate the strategic alternatives and eventual sale of its participating working interests in the La Maye Block and Morachito Block oil and gas contracts. The Company does not expect to generate sales proceeds in excess of its existing liabilities.

~~The~~We need ~~operator~~additional isfunds ~~currently~~to ~~working~~satisfy onour ~~the~~working ~~entry~~capital requirements to operate at our current level of activity for the ~~Noelia~~next ~~well~~twelve months. ~~located~~Our inforecast for the Laperiod ~~Maye~~for ~~Block~~which our financial resources will be inadequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. ~~Testing~~We must raise additional capital to continue and expand our operations. We cannot guarantee that additional funding will ~~begin~~be ~~soon~~available ~~thereafter~~on favorable terms, if at all. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows. Additionally, these alternatives could be highly dilutive to our existing shareholders, and may not provide us with sufficient funds to meet our long-term capital requirements. We have and may continue to incur substantial costs in the ~~Company~~future ~~expects~~in ~~such~~connection ~~testing~~with raising capital to fund our business, including investment banking fees, professional fees and other costs. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is insufficient to satisfy our capital needs, we will be ~~completed~~required byto ~~the~~reduce ~~end~~operating costs, which could hinder our future development of ~~2013~~the Morichito Block and the La Maye Block.

~~Accounts~~We are ~~Payable~~not currently conducting any research and development activities. We do not anticipate conducting such activities in the near future. We do not anticipate that we will need to purchase or lease additional equipment for the foreseeable future.

As discussed more fully above, Black Energy acquired Deep Core, which, in turn, owns 99.675% of the issued and outstanding share capital of DCX. As part of that acquisition, all of liabilities associated with DCX have been assumed by Black Energy. Current accounts payable reflects the Company’s ongoing obligations with the La Maye block as well as domestic operations of the Company.

Results of Operations

For the Three Months Ended September 30, 2013, as Compared to the Three Months ended September 30, 2012.

Revenues

We had $0 revenues for the three months ended September 30, 2013 and 2012.

Operating Expenses

For the three months ended September 30, 2013, our total operating expenses were $227,635, which consisted of general and administrative expenses of $222,167, and legal and professional fees of $5,468. By comparison, for the three months ended September 30, 2012, our total operating expenses were $4,659,359, which consisted of exploration and lease operating costs of $31,306, depreciation and amortization expense of $1,660, general and administrative expenses of $303,187, legal and professional fees of $228,190, and impairment of oil and gas of $4,095,016. The overall reduction in our operating expenses is directly attributable to the sale of our subsidiary during the current period as compared to the prior year. As a result of the sale, we do not anticipate additional significant exploration and lease operating costs in the future and will be limited to the extent of our remaining 15% participation interest in the oil and gas properties for future impairment charges. We recorded a loss on the sale in the amount of $7,419,713.

Net Loss

For the three months ended September 30, 2013, we had a net loss of $7,670,348. By comparison, for the three months ended September 30, 2012, we had a net loss of $5,664,692. We expect to incur net losses for the foreseeable future.

For the Nine Months ended September 30, 2013, as Compared to the Nine Months ended September 30, 2012.

Revenues

We had $0 revenues for the nine months ended September 30, 2013 and 2012.

Operating Expenses

For the nine months ended September 30, 2013, our total operating expenses were $894,667, which consisted of exploration and lease operating costs of $59,459, depreciation and amortization expense of $3,252, general and administrative expenses of $518,256, legal and professional fees of $294,120, and impairment of oil and gas properties of $19,580. By comparison, for the nine months ended September 30, 2012, our total operating expenses were $5,272,721, which consisted of exploration and lease operating costs of $87,541, depreciation and amortization expense of $4,985, general and administrative expenses of $552,495, legal and professional fees of $535,684, and impairment of oil and gas properties of $4,095,016. The overall reduction in our operating expenses is directly attributable to the sale of our subsidiary during the current period as compared to the prior year. As a result of the sale, we do not anticipate additional significant exploration and lease operating costs in the future and will be limited to the extent of our remaining 15% participation interest in the oil and gas properties for future impairment charges. We recorded a loss on the sale in the amount of $7,419,713.

Net Loss

For the nine months ended September 30, 2013, we had a net loss of $8,453,548. By comparison, for the nine months ended September 30, 2012, we had a net loss of $1,069,950. We expect to incur net losses for the foreseeable future.

Liquidity and Capital Resources

As of September 30, 2013, our total assets were $1,088,812. Our total current assets consist of cash and cash equivalents of $87,012, and other receivables of $1,950. As of September 30, 2013, our participation interest in the Morichito Block was valued at $999,850.

Our total current liabilities of $1,790,890 consist of accounts payable and accrued expenses of $1,383,333, and related party advances payable of $373,065 as of September 30, 2013.

Over the last nine months, we have been financing our operations through the previous sale of our securities. Prior to the closing of the Share Exchange, Deep Core issued promissory notes to nine holders in exchange for an aggregate of $3,365,000 in proceeds. On the closing of the Share Exchange, the outstanding principal balance and unpaid accrued interest of those notes converted into shares of our common stock at a conversion price of $0.40 per share.

As of September 30, 2013, we had a cash of $87,012. We will need additional funds to satisfy our working capital requirements to operate at our current level of activity for the next twelve months. We expect that our future available capital resources will consist primarily of cash on hand, cash generated from our business, if any, and future debt and/or equity financings, if any.

During 2013, we expect that our subsidiaries will not incur significant exploration and development costs due to the sale of the Deep Core to Black Energy. However, in 2014, the Company expects to incur exploration and development costs that will be associated with the La Maye Block. We may also incur additional costs related to any potential acquisition of oil and gas properties or interests in Colombia and other areas of Central and South America. We also expect to incur significant professional fees associated with being a public company as well as significant general and administrative expenses. Those fees will be higher as our business volume and activity increases and will continue to impact our liquidity. Other than the exploration and development costs for the Morichito Block and the La Maye Block, any potential acquisitions costs and anticipated increases in legal and accounting costs and general and administrative expenses, we are not aware of any other known trends, events or uncertainties, which may affect our future liquidity.

Our forecast for the period for which our financial resources will be inadequate to support our operations involves risks and uncertainties and actual results could fail as a result of a number of factors. We must raise additional capital to continue and expand our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all. Any debt financing or other financing of securities senior to common stock that we are able to obtain will likely include financial and other covenants that will restrict our flexibility. Any failure to comply with these covenants would have a negative impact on our business, prospects, financial condition, results of operations and cash flows. Additionally, these alternatives could be highly dilutive to our existing shareholders, and may not provide us with sufficient funds to meet our long-term capital requirements. We have and may continue to incur substantial costs in the future in connection with raising capital to fund our business, including investment banking fees, professional fees and other costs. If the amount of capital we are able to raise from financing activities, together with our revenues from operations, is insufficient to satisfy our capital needs, we will be required to reduce operating costs, which could hinder our future development of the Morichito Block and the La Maye Block.

Off-Balance Sheet Arrangements.

~~None~~We have no off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Evaluation of disclosure controls and procedures. We maintain controls and procedures designed to ensure that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of ~~Disclosure~~1934 ~~Controls~~is (i) recorded, processed, summarized and ~~Procedures~~reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) that such information is accumulated and communicated to our principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of March, 31, 2014 , the date of this report, our Principal Executive Officer and the Principal Financial Officer concluded that our disclosure controls and procedures were not effective.

We Changes in ~~maintain~~internal controls ~~and~~over ~~procedures~~financial ~~designed~~reporting. toThere ~~ensure~~was ~~that~~no ~~information~~change ~~required~~in toour beinternal ~~disclosed~~controls inover ~~the~~financial ~~reports~~reporting that occurred weduring ~~file or submit under~~ the ~~Securities~~period ~~Exchange~~covered ~~Act~~by ofthis ~~1934~~report, iswhich ~~(i)~~has ~~recorded,~~materially ~~processed~~affected, ~~summarized~~or ~~and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and (ii) that such information~~ is ~~accumulated~~reasonably ~~and~~likely ~~communicated~~ to ~~our~~materially ~~principal executive and principal financial officers to allow timely decisions regarding required disclosure. Based upon their evaluation of those controls and procedures performed as of September 30~~affect, ~~2013, the date of this report,~~ our ~~Principal~~internal ~~Executive Officer and the Principal Financial Officer concluded that our disclosure~~ controls ~~and~~over ~~procedures~~financial ~~were not effective~~reporting.

~~Changes in Internal Controls over Financial Reporting.~~5

~~There~~PART II ~~was~~- noOTHER change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. INFORMATION

~~PART~~Item 1. IILegal —Proceedings. ~~OTHER INFORMATION~~

~~Item~~From time 1to time, we may become party to various legal proceedings. ~~Legal~~Due ~~Proceedings~~to Black Energy’s purchase of the Company’s 100% equity ownership of our previous subsidiary, Deep Core (as described above), which in turn owns 99.675% of the issued and outstanding share capital of DCX, the operator of the Morichito Block, the Company believes that it has no legal proceedings to which it is a party, nor to the best of management’s knowledge, are any material legal proceedings contemplated, except as follows:

~~From~~Black Energy ~~time~~did tonot ~~time,~~comply wewith ~~may~~its ~~become~~obligations ~~party~~under tothe ~~various~~SPA ~~legal~~by ~~proceedings~~November 2014, in particular, Clause 5 and Schedule B. ~~Due~~ It was understood by the parties to the SPA that Black Energy’s ~~recent~~was ~~purchase~~required, as part of its obligations under the ~~Company’s~~SPA, ~~100%~~to ~~equity~~undertake ~~ownership~~those ofactivities within ~~our~~a ~~previous~~relatively ~~subsidiary,~~short ~~Deep~~space ~~Core~~of time (~~see~~i.e. ~~description~~within ofabout ~~this~~12 ~~purchase~~months.) ~~above~~Black Energy did not cause DCX to conduct all exploration activities included in the ~~section~~Exploration ~~titled~~Program ~~“Deep~~and ~~Core~~the ~~Sale”),~~Additional ~~which~~Exploration inProgram ~~turn~~for ~~owns~~phase 991 and such exploration activities necessary to commence production of the existing discovery under the E&P Contract.~~675~~ Black Energy also did not pay 100% of ~~the~~all costs ~~issued~~and expenses for such exploration activities from and ~~outstanding~~after ~~share~~August ~~capital~~19, of2013 ~~DCX~~and did not fund such activities up to or including an amount equal to $10,000,000 USD, pursuant to Clause 5. Black Energy also did not pay the ~~operator~~share of ~~the~~profits ~~Morichito~~due ~~Block,~~under the ~~Company~~SPA for ~~believes~~the ~~that~~end of 2014. Additionally, it has nonot ~~legal~~secured ~~proceedings~~any of the environmental licenses required to ~~which~~complete itthe iswork afrom ~~party~~the Colombian authorities, ~~nor~~putting to the ~~best~~entire ofMorichito ~~management’s~~block ~~knowledge,~~at ~~are~~risk ~~any~~of ~~material~~being ~~legal~~repossessed ~~proceedings~~by ~~contemplated~~the Colombian government.

Black Energy is in repudiatory breach of the Clause 5 and the time of the essence clause of the SPA. According to Clause 5 of the SPA and in the events, which have happened, the beneficial interest in the Shares has now reverted to the Company, in accordance with the final paragraph of Clause 5 referencing the consequences of a failure to comply, who is entitled to an order requiring the transfer to be effected and registered by Black Energy and the directors of Deep Core.

Item 1A. Risk Factors.

Not applicable.

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

On or about July 30, 2013, the Company issued an aggregate 125,000 restricted shares of its common stock to two holders of its 6% Senior Convertible Debentures (dated August 29, 2012) (the “Debentures”) in exchange for their waiver of the “Equity Conditions” as defined in section 1 of the Debentures, which conditions, under the terms of the Debentures, the Company was required to either meet or have waived, in order to be able to pay interest due to such holders under the terms of the Debentures with shares of the Company’s common stockNone. The shares were issued to accredited investors in a transaction which the Company believes satisfies the requirements of that exemption from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the “Act”), which exemption is specified by the provisions of Section 4(a)(2) of that Act.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

~~None~~Not applicable.

Item 6. Exhibits.

31.1	Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934*	Certification of Principal Executive Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934*
31.2	Certification of Principal Financial Officer, pursuant to Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934*
32.2		Certification of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
32.1	Certification of Principal Executive 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*
32.2	Certification of 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.def		XBRL Taxonomy Definition Linkbase Document*
101.ins	XBRL Instance Document*
101.sch		XBRL Taxonomy Schema Document*
101.def	XBRL Taxonomy Definition Linkbase Document*
101.cal		XBRL Taxonomy Calculation Linkbase Document*
101.sch	XBRL Taxonomy Schema Document*
101.lab		XBRL Taxonomy Label Linkbase Document*
101.cal	XBRL Taxonomy Calculation Linkbase Document*
101.pre		XBRL Taxonomy Presentation Linkbase Document*
101.lab	XBRL Taxonomy Label Linkbase Document*
101.pre	XBRL Taxonomy Presentation Linkbase Document*

* Filed herewith.

176

SIGNATURES

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

	Heavy Earth Resources, Inc., a Florida corporation
	Heavy Earth Resources, Inc. a Florida corporation
December 16, 2013	By:	/s/ Grant Draper
July 24, 2015	By:	/s/ Brian Ladin
		Grant Draper,
		Brian Ladin
	Its:	President, Chief Executive Officer and Director
		Principal Executive and Accounting Officer and Sole Director
		(Principal Executive Officer)
December 16, 2013	By:	/s/ Anthony Ives
		Anthony Ives,
	Its:	Chief Financial Officer and Director
		(Principal Financial and Accounting Officer)

Filing Compare · Heavy Earth Resources, Inc.