UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report Pursuant To Section 13 Or 15(Dd) Of The Securities Exchange Act Of 1934

For the quarterly period ended ~~July~~January 31, ~~2010~~2011

o Transition Report Under Section 13 Or 15(Dd) Of The Securities Exchange Act Of 1934

For the transition period from _____ to _____

COMMISSION FILE NUMBER 000-52667

SOMBRIO CAPITAL CORP.

(Exact name of registrant as specified in its charter)


NEVADA	98-0533822
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

~~311~~11500 ~~Tawny~~Harry ~~Road,~~Hines ~~Sarnia,~~Blvd. ~~Ontario~~Suite #3, ~~Canada~~Dallas, ~~N7S~~Texas ~~5K1~~75229

(Address of principal executive offices, including zip code)

~~519~~(866) 649-~~542-1229~~0075

(Issuer’s telephone number, including area code)

~~Check~~Indicate by check mark whether the ~~issuer~~registrant: (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the ~~past~~preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant ishas asubmitted ~~large~~electronically ~~accelerated~~and ~~filer,~~posted anon ~~accelerated~~its ~~filer~~corporate website, aif ~~non-accelerated filer~~any, orevery aInteractive ~~small~~Data ~~reporting~~File ~~company.~~required ~~See~~to ~~the~~be ~~definitions~~submitted ofand ~~“large~~posted ~~accelerated~~pursuant ~~filer,”~~to ~~“accelerated~~Rule ~~filer,”~~405 ~~“non~~of Regulation S-~~accelerated~~T ~~filer,”~~(§232.405 ~~and~~of ~~“smaller~~this ~~reporting~~chapter) ~~company”~~during inthe ~~Rule~~preceding ~~12b-2~~12 ofmonths (or for such shorter period that the ~~Exchange~~registrant ~~Act~~was required to submit and post such files).

Yes ¨ No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small 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	Smaller reporting company	x

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

~~State~~Page ~~the~~1 ~~number~~ of ~~shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 7,187,498 shares of common stock as of September 8, 2010~~25

1State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date. 7,187,498 shares of common stock as of March 16, 2011

~~PART~~Page I.2 ~~FINANCIAL~~of ~~INFORMATION~~25

Item 1. Financial Statements

The following consolidated interim unaudited financial statements of Sombrio Capital Corp. (the “Company”) for the three month period ended July 31, 2010 are included with this Quarterly Report on Form 10-Q:

(a) Consolidated Balance Sheets as at July 31, 2010 and October 31, 2009.

(b) Consolidated Statement of Operations for (i) the three months ended July 31, 2010 and 2009, (ii) for the nine months ended July 31, 2010 and 2009, and (iii) the cumulative period from inception (March 31, 2006) to July 31, 2010.

(c) Consolidated Statements of Cash Flows for (i) the nine months ended July 31, 2010 and 2009, and (ii) the cumulative period from inception (March 31, 2006) to July 31, 2010.

(d) Statement of Stockholders’ Equity for the period from incorporation (March 31, 2006) to July 31, 2010.

(e) Notes to Financial Statements.

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
BALANCE SHEETS
as at July 31, 2010 (unaudited) and October 31, 2009
(Stated in U.S. dollars)
	July 31,			October 31,
	2010			2009
	(Unaudited)
ASSETS
Current
Cash	$	2,186		$	62
	$	2,186		$	62
LIABILITIES
Current
Accounts Payable		11,513			-
Non current
Loan Payable		26,221			10,050
		37,734			10,050
STOCKHOLDERS' EQUITY
Capital Stock
Authorized:
5,000,000 preferred stock with a par value of $0.001
per share, of which none are issued and outstanding;
100,000,000 common voting stock with a par value of
$0.001 per share
Issued and outstanding:
7,187,498 common shares outstanding as at July 31,
2010 and October 31, 2009		7,188			7,188
Additional Paid-In Capital		116,122			116,122
Accumulated Other Comprehensive Income		1,683			1,683
Deficit Accumulated During The Exploration Stage		(160,541	)		(134,981	)
		(35,548	)		(9,988	)
	$	2,186		$	62

See accompanying notes to interim financial statements.

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF OPERATIONS
(Stated in U.S. Dollars)
(Unaudited)
													Cumulative
													Period from
													Inception
													March 31,
	For the Three Months Ended						For the Nine Months Ended						2006 to
	July 31,						July 31,						July 31,
	2010			2009			2010			2009			2010
Revenue				$	-		$	-		$	-		$	-
Expenses
Mining Lease	$	10,756		$	-		$	15,757		$	-		$	15,756
Exploration Expenses					-						-			17,052
Filing Fees		1,331			703			3,274			5,769			16,447
Professional Fees		2,203			1,000			6,421			11,545			81,403
Transfer Agent fees					-						-			19,466
General and Administrative		36			552			108			1,023			8,504
		14,326			2,255			25,560			18,337			158,628
Operating Loss		(14,326	)		(2,255	)		(25,560	)		(18,337	)		(158,628	)
Write Down of Mineral Property		-			-			-			-			3,596
Net Loss For The Period		(14,326	)		(2,255	)		(25,560	)		(18,337	)		(162,224	)
Other Comprehensive Loss
Foreign currency translation adjustment		-			-			-			940			1,683
Total Comprehensive Loss	$	(14,326	)	$	(2,255	)	$	(25,560	)	$	(17,397	)	$	(160,541	)
Basic and Diluted Loss Per share	$	(0.002	)	$	(0.000	)	$	(0.004	)	$	(0.002	)
Weighted Average Number
Of common Shares Outstanding		7,187,498			7,187,498			7,187,498			7,187,498

See accompanying notes to interim financial statements.

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF CASH FLOWS
(Stated in U.S. Dollars)
(Unaudited)
							Cumulative
							Period
							from
							Inception
							March 31,
	For the Nine Months Ended						2006 to
	July 31,						July 31,
	2010			2009			2010
Cash flows (Used In) operating activities:
Net loss for the period	$	(25,560	)	$	(18,337	)	$	(160,541	)
Change in non-cash operating working capital items
Accounts payable and accrued liabilities		11,513			-			11,513
Write down of mineral properties								3,596
		(14,047	)		(18,337	)		(145,432	)
Cash flows provided by investing activities
Mineral property acquisition costs								(3,596	)
Cash flows privided by financing activities:
Stock issued for cash		-			-			123,310
Proceeds of loans		16,171			8039			26,221
Other
		16,171			8,039			149,531
Foreign Exchange Effect on Cash		-			940			1,683
Net increase (decrease) in cash		2,124			(9,358	)		2,186
Cash, beginning of the period		62			9,479			-
Cash, end of the period	$	2,186		$	121		$	2,186
Supplemental disclosure of cash flow:
Cash paid during the period for:
Interest	$	-		$	-
Taxes	$	-		$	-

See accompanying notes to interim financial statements.

SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
STATEMENT OF STOCKHOLDERS' EQUITY
For the Period from March 31, 2006 (Inception) to July 31, 2010
(Stated in U.S. Dollars)
(Unaudited)
									Accumulated			Accumulated
									Other			Deficit			Total
							Additional		Compre-			during the			Shareholders'
	Common Stock						Paid-In		hensive			Development			Equity
	Shares			Amount			Capital		Income (Loss)			Stage			(Deficit)
Inception, March 31, 2006		-		$	-		$	-	$	-		$	-		$	-
May 31, 2006 - Stock issued
for cash at $0.001		5,000,000			5,000											5,000
July 13, 2006 - Stock issued
for cash at $0.03		999,999			1,000			29,000								30,000
September 23, 2006 - Stock
issued for cash at $0.06		760,999			761			44,899								45,660
Foreign currency translation										(178	)					(178	)
Net Loss for the period													(11,648	)		(11,648	)
Balances, October 31, 2006		6,760,998		$	6,761		$	73,899	$	(178	)	$	(11,648	)	$	68,834
December 31, 2006 - Stock
issued for cash at $0.10		418,500			419			41,431								41,850
April 16, 2007 - Stock
issued for cash at $0.10		8,000			8			792								800
Foreign currency traslation										878						878
Net loss for the year													(57,724	)		(57,724	)
Balances, October 31, 2007		7,187,498		$	7,188		$	116,122	$	700		$	(69,372	)	$	54,638
Foreign currency traslation										43						43
Net loss for the year													(54,239	)		(54,239	)
Balances, October 31, 2008		7,187,498		$	7,188		$	116,122	$	743		$	(123,611	)	$	442
January 7, 2009 - Stock cancelled
returned to Treasury		(5,000,000	)		(5,000	)										(5,000	)
January 7, 2009 - Stock issued
for cash at $0.001 per share		5,000,000			5,000											5,000
Foreign currency traslation										940						940
Net loss for the year													(11,370	)		(11,370	)
Balances, October 31, 2009		7,187,498		$	7,188		$	116,122	$	1,683		$	(134,981	)	$	(9,988	)
Net loss for the 9 months ended
July 31, 2010													(25,560	)		(25,560	)
Balances, July 31, 2010		7,187,498		$	7,188		$	116,122	$	1,683		$	(160,541	)	$	(35,548	)

See accompanying notes to interim financial statements.

SOMBRIO CAPITAL CORP.

(AnA ~~Exploration~~Nevada ~~Stage Company~~Corporation)

~~NOTES~~TABLE TOOF ~~FINANCIAL STATEMENTS~~CONTENTS

JULY 31, 2010


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements	3
Condensed Consolidated Balance Sheets as of January 31, 2011 (Unaudited) and October 31, 2010	4
Consolidated Statement of Operations for (i) the three months ended January 31, 2011 and 2010, (ii) the cumulative period from inception (March 31,2006) to January 31, 2011 (un-audited)	5
Condensed Consolidated Statements of Equity – January 31, 2011	7
Consolidated Statements of Cash Flows for (i) the three months ended January 31, 2011 (un-audited) and 2010 (un-audited), and (ii) the cumulative period from inception (March 31, 2006) to January 31, 2011(un-audited)	8
Notes to Condensed Consolidated Financial Statements (Unaudited)	9
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	22
Item 4. Controls and Procedures	22
PART II — OTHER INFORMATION
Item 1. Legal Proceedings	23
Item 1A. Risk Factors	23
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3. Defaults Upon Senior Securities	23
Item 4. (Removed and Reserved).	23
Item 5. Other Information	23
Item 6. Exhibits	23
Signatures	24

~~(Stated~~Exhibit ~~in U~~31.~~S. Dollars)~~1

~~1. BASIS~~Exhibit ~~OF PRESENTATION AND NATURE OF OPERATIONS~~32.1

~~These~~Page ~~unaudited~~3 ~~interim financial statements as~~ of and for the nine months ended July 31, 2010 reflect all adjustments which, in the opinion of management, are necessary to fairly state the Company’s financial position and the results of its operations for the periods presented, in accordance with the accounting principles generally accepted in the United States of America. All adjustments are of a normal recurring nature.25

~~These~~PART ~~unaudited interim financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s fiscal year end October 31, 2009 report~~I. ~~The~~FINANCIAL Company assumes that the users of the interim financial information herein have read, or have access to, the audited financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The results of operations for the nine month period ended July 31, 2010 are not necessarily indicative of results for the entire year ending October 31, 2010.INFORMATION

~~Organization~~Item 1. Financial Statements

Sombrio Capital Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Company’s principal executive offices are in Sarnia, Ontario, Canada.


SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
Balance Sheet
as of January 31, 2011 (unaudited) and October 31, 2010
(Stated in U.S. dollars)

		Un-audited
		January 31, 2011	October 31, 2010
Assets
Current Assets:
	Cash	$ -	$ -
	Total Current Assets	-	-
Total Assets		$ -	$ -

Liabilities And Stockholders' ( Deficit )
Current Liabilities:
	Accounts payable and accrued expenses	$ 15,225	$ 13,090
	Total Current Liabilities	15,225	13,090
Long-Term Debt:
	Advances related party	25,862	24,035
	Total long-term liabilities	25,862	24,035
Total Liabilities		41,087	37,125

Stockholders' ( Deficit )
	Preferred stock $0.001 par value, 5,000,000 shares authorized 0 issued	-	-
	Common stock, $.001 par value; 100,000,000 shares authorized; 7,187,498 and 7,187,498 shares issued and outstanding respectively	7,188	7,188
	Additional paid-in capital	116,122	116,122
	Accumulated deficit during exploration stage	(166,080)	(162,118)
	Accumulated other comprehensive income (loss)	1,683	1,683
	Total Stockholders' ( Deficit )	(41,087)	(37,125)
Total Liabilities And Stockholders' Deficit		$ -	$ -

~~Exploration~~See ~~Stage~~accompanying ~~Activities~~notes to interim financial statements.

~~The~~Page ~~Company~~4 ~~was formed for the purpose~~ of acquiring exploration and development stage natural resource properties. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia. The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.25

Going Concern


SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
Statement of Operations
(Unaudited)

	for the three months ended January 31,		Period from Inception March 31, 2006 to January 31,
	2011	2010	2011

Revenue	$ -	$ -	$ -

Expenses
Exploration Expenses			32,809
Filing Fees	607		16,542
General and Administrative		335	8,204
Professional Fees	3355	300	85,463
Transfer Agent fees			19,466
Total Expenses	3,962	635	162,484

Operating Loss	(3,962)	(635)	(162,484)
Write Down of Mineral Property			3,596
Net Loss / (Loss)	$ (3,962)	$ (635)	$ (166,080)


Basic and diluted loss per share	$ (0.0006)	$ (0.0001)

Weighted Average shares used in computing amounts	7,187,498	7,187,498

~~The~~See accompanying ~~financial~~notes ~~statements~~to ~~have~~interim ~~been~~financial ~~prepared assuming the Company will continue as a going concern~~statements.

AsPage ~~shown~~5 ~~in the accompanying financial statements, for the period from March 31, 2006 (inception) to July 31, 2010, the Company had no revenue and incurred net operating losses aggregating $160,541. The future~~ of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of natural resource properties. Management has plans to seek additional capital through debt, and private and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.25


SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
Statement of Comprehensive Income / (Loss)
(Unaudited)

	for the three months ended January 31,		Period from Inception March 31, 2006 to January 31, 2011
	2011	2010	2011
Other Comprehensive Loss
Net Profit / (Loss)	$ (3,962)	$ (635)	$ (166,080)
Foreign currency translation adjustment	-	-	1,683
Total Comprehensive Loss	$ (3,962)	$ (635)	$ (164,397)

~~2. SUMMARY~~See OFaccompanying ~~SIGNIFICANT~~notes ~~ACCOUNTING~~to ~~POLICIES~~interim financial statements

~~The~~Page ~~financial~~6 ~~statements~~ of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.25

The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:


SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
Statement of Cash flows
(Unaudited)

			for the three months ended January 31,		Period from Inception March 31, 2006 to January 31,
			2011	2010	2011

Cash Flows from Operating Activities:
	Net Income / ( Loss )		$ (3,962)	$ (635)	$ (166,080)
	Adjustments to reconcile net loss to net cash
		used in operating activities:
		(Decrease) increase in Accounts payable and accrued expenses	2,135	-	15,225
Net Cash provided / (Used) In Operating Activities			(1,827)	(635)	(150,855)

Cash Flows Used In Investing Activities			-	-	-

Cash Flows from Financing Activities
	Proceeds from sale of common stock		-	-	123,310
	Proceeds / (Payments) on notes payable		1,827	1,500	25,862
Cash Flows Provided / (used) By Financing Activities			1,827	1,500	149,172

Foreign exchange effect on cash					1,683

Net (Decrease) Increase in Cash and Cash Equivalents			-	865	-

Cash and Cash Equivalents at Beginning of Period			-	62	-

Cash and Cash Equivalents at End of Period			$ -	$ 927	$ -

	a)	Organization and Start-up Costs
		Costs of start up activities, including organizational costs, are expensed as incurred.
	b)	Mineral Property Interests
		The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.
		The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. Also, long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.
		Management periodically reviews the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

See accompanying notes to interim financial statements.

8Page 7 of 25

b) Mineral Property Interests (Continued) If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. The Company’s business activities are subject to various laws and regulations governing the protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations. The accumulated costs of properties that are developed on the stage of commercial production will be amortized to operations through unit-of-production depletion if and when revenue is generated from the Company’s business activities. c) Financial Instruments The Company’s financial instruments consist of cash, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted. d) Basic and Diluted Loss Per Share Net loss per share is calculated in accordance with FASB ASC 260, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company has no potentially dilutive securities outstanding as of April 30, 2010. The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the nine months ended July 31, 2010 30, 2010 and 2009:


SOMBRIO CAPITAL CORPORATION
(An Exploration Stage Company)
Condensed Statement of Stockholders Equity
as of January 31, 2011
(Stated in U.S. Dollars)


Description	Common Stock .001 par Shares Amount		Additional Paid in Capital	Accumulate Other comprehensive Income	Accumulated Deficit during the development stage	Total Stock holders' Deficit
Balance 10/31/2009	7,187,498	$7,188	$116,122	$1,683	($134,981)	($9,988)

Net Loss for the year					($27,137)	($27,137)
Balance 10/31/2010	7,187,498	$7,188	$116,122	$1,683	($162,118)	($37,125)

Net Loss for the 3 months ended					($3,962)	($3,962)
Balance 1/31/2011	7,187,498	$7,188	$116,122	$1,683	($166,080)	($41,087)

	2010			2009
Numerator:
Basic and diluted net loss per share:
Net Loss	$	(25,560	)	$	(17,397	)
Denominator
Basic and diluted weighted average number of shares outstanding		7,187,498			7,187,4698
Basic and Diluted Net Loss Per Share	$	(0.004	)	$	(0.002	)

See accompanying notes to interim financial statements

9Page 8 of 25

e)	Foreign Currency Translation
	The Company’s functional currency is the Canadian dollar. Transactions in Canadian currency are translated into U.S. dollars as follows:
	i)	monetary items at the exchange rate prevailing at the balance sheet date;
	ii)	non-monetary items at the historical exchange rate;
	iii)	revenue and expense at the average rate in effect during the applicable accounting period.
	Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss).
	Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations.
f)	Use of Estimates
	The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates.
g)	Impairment of Long-Lived Assets
	In accordance with FASB ASC Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. In such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets.

SOMBRIO CAPITAL CORP.

~~3. MINERAL~~NOTES ~~PROPERTY~~TO FINANCIAL STATEMENTS

~~During 2006, the Company acquired an undivided 100% interest in a mineral claim (known as the “Lincoln~~ 1”). BASIS ~~located~~OF inPRESENTATION ~~the~~AND ~~Province~~NATURE ofOF ~~British Columbia for $3,596.~~OPERATIONS

~~The Company ceased work on the claim. The property was fully written down and abandoned as at the fiscal year ended October 31, 2008.~~Organization

10Sombrio Capital Corp. (“the Company”) was incorporated in the State of Nevada, U.S.A., on March 31, 2006. The Company’s principal executive offices are in Sarnia, Ontario, Canada.

~~The~~Exploration ~~company~~Stage signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010. The lease requires minimum annual lease payments, escalating according to schedule, applied to a 1.5% royalty on net smelter returns. The Company has the right to buy out the royalty for $5,000,000, which is mandatory by the 7th anniversary of the lease. The lease requires the Company to pay all regulatory mining claim maintenance or rental fees.Activities

4The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. ~~RECENT~~ ~~ACCOUNTING~~The ~~PRONOUNCEMENTS~~Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia. The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.

~~The~~However, ~~following~~on ~~Recent~~February ~~Accounting~~8, ~~Pronouncements~~2011, ~~are~~the ~~disclosed~~Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. The acquisition of Strathmore is treated as ~~they~~a ~~may~~reverse beacquisition, ~~applicable~~and tothe business of Strathmore became the business of the Company:. For further discussion of the reverse acquisition see Note 10 entitled Subsequent Events below.

InGoing May, 2009, the FASB issued ASC 855, Subsequent Events, which established general standards of accounting and disclosure for events that occur after the balance sheet date, but before financial statements are issued or available to be issued. In accordance with ASC 855, the Company has evaluated subsequent events through the date the financial statements were filed.Concern

InThe ~~June,~~accompanying 2009, the FASB issued their final SFAS, No. 168, “FASB Accounting Standards Codification ( “ASC”) and the Hierarchy of Generally Accepted Accounting Principles”. This was reflected in the codification as FASB ASC 105, Generally Accepted Accounting Principles. “ASC” is the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. It is effective for financial statements ~~issued for interim and annual periods ending after September 15, 2009. It will not~~ have anbeen ~~impact~~prepared onassuming the Company’s ~~financial~~will ~~position,~~continue ~~results~~as ofa ~~operations~~going ~~or cash flows~~concern.

5As shown in the accompanying financial statements, for the period from March 31, 2006 (inception) to January 31, 2011, the Company had no revenue and incurred net operating losses aggregating $166,080. ~~CAPITAL~~ ~~STOCK~~The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of natural resource properties. Management has plans to seek additional capital through debt, and private and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

~~On May 31, 2006 the company sold 5,000,00 shares of common stock at $0~~2.~~001~~ SUMMARY ~~per~~OF ~~share~~SIGNIFICANT ~~for~~ACCOUNTING ~~cash.~~POLICIES

OnThe ~~July~~financial ~~13,~~statements ~~2006~~of ~~pursuant~~the toCompany have been prepared in accordance with generally accepted accounting principles in the United States. Because a ~~private~~precise ~~placement~~determination of many assets and liabilities is dependent upon future events, the ~~Company~~preparation ~~sold~~of ~~999,999~~financial ~~shares~~statements for a period necessarily involves the use of ~~common~~estimates ~~stock~~which athave ~~$0.03~~been ~~per~~made ~~share~~using ~~for~~careful ~~cash~~judgment.

OnThe ~~September~~financial 23statements have, ~~2006~~in management’s opinion, ~~pursuant~~been toproperly aprepared ~~private~~within ~~placement,~~reasonable ~~the~~limits ~~Company~~of ~~sold~~materiality ~~760,999~~and ~~shares~~within ofthe ~~common~~framework ~~stock~~of atthe ~~$0.06~~significant ~~per~~accounting ~~share~~policies ~~for~~summarized ~~cash.~~below:

OnPage ~~December~~9 ~~31, 2006, pursuant to a private placement, the Company sold 418,500 shares~~ of ~~common stock at $0.10 per share.~~25

~~On April~~SOMBRIO ~~16,~~CAPITAL ~~2007, pursuant to a private placement, the Company sold 8,000 shares of common stock for $0.10 per share.~~CORPORATION

OnNOTES ~~January~~TO 7,FINANCIAL ~~2009,~~STATEMENTS ~~5,000,000~~– ~~shares were cancelled and returned to Treasury.~~(CONTINUED)

On January 7, 2009, pursuant to a private placement, the Company sold 5,000,000 shares of common stock for $0.001 pr share.


	a)	Organization and Start-up Costs:

		Costs of start up activities, including organizational costs, are expensed as incurred.

	b)	Mineral Property Interests:

		The Company was an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.

		The Company regularly performed evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. Also, long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

		Management periodically reviewed the carrying value of its investments in mineral leases and claims with internal and external mining related professionals. A decision to abandon, reduce or expand a specific project is based upon many factors including general and specific assessments of mineral deposits, anticipated future mineral prices, anticipated future costs of exploring, developing and operating a production mine, the expiration term and ongoing expenses of maintaining mineral properties and the general likelihood that the Company will continue exploration on such project. The Company does not set a pre-determined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

AsIt atwas ~~April~~the ~~30,~~practice ~~2010~~of the company; that if an area of interest was abandoned or determined that its carrying value could not be supported by future production or sale, the related costs were charged against operations in the year of abandonment or determination of value. The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values. The Company’s ~~has~~business noactivities ~~option~~are ~~plan~~subject to various laws and regulations governing the protection of the environment. These laws are continually changing, ~~warrants~~generally orbecoming ~~other~~more ~~dilutive~~restrictive. ~~securities~~The Company has made, expenditures to comply with such laws and regulations. The accumulated costs of properties that are developed on the stage of commercial production would be amortized to operations through unit-of-production depletion if and when revenue is generated from the Company’s business activities.

AsPage at10 ~~April 30, 2010, the Company has authorized 100,000,000 shares~~ of ~~common stock with a par value of $0.001, of which 7,187,498 shares were issued and outstanding.~~25

~~6. INCOME~~SOMBRIO ~~TAXES~~CAPITAL CORPORATION

a)NOTES ~~Income~~TO ~~Tax~~FINANCIAL ~~Provision~~STATEMENTS ~~The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% ( 2009~~ – ~~34%~~(CONTINUED) ~~to income before income taxes. The difference results from the following items for the fiscal years ended October 31, 2009 and 2008:~~

11c) Financial Instruments: The Company’s financial instruments consist of cash, and accounts payable and accrued liabilities. Unless otherwise noted, it is management’s opinion that this Company is not exposed to significant interest or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.

	2009			2008
Computed expected (benefit of) income taxes	$	(22,046	)	$	(18,500	)
Increase in valuation allowance		22,046			18,500
Income tax provision	$	0		$	0


	d)	Basic and Diluted Loss Per Share:

		Net loss per share is calculated in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards Codification, or ASC, Topic 210, Earnings Per Share, for the period presented. Basic net loss per share is based upon the weighted average number of common shares outstanding. Diluted net loss per share is based on the assumption that all dilative convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method. Under this method, options and warrants are assumed exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. The Company has no potentially dilutive securities outstanding as of January 31, 2011.

be) ~~Significant~~Foreign ~~components~~Currency ofTranslation: ~~the~~The Company’s ~~deferred~~functional ~~income~~currency ~~tax~~was ~~assets~~the ~~are~~Canadian dollar. Transactions in Canadian currency were translated into U.S. dollars as follows: i) monetary items at the exchange rate prevailing at the balance sheet date; ii) non-monetary items at the historical exchange rate; iii) revenue and expense at the average rate in effect during the applicable accounting period. Translation adjustments resulting from this process are recorded in Stockholders’ Equity as a component of Accumulated Other Comprehensive Income (Loss). Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are recorded in the Statement of Operations. f) Use of Estimates: The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures. Actual results may differ from the estimates.

	2009			2008
Deferred income tax assets	$	45,546		$	42, 000
Valuation allowance		(45,546	)		(42,000	)
Net deferred income tax assets	$	0		$	0

Page 11 of 25

c)SOMBRIO ~~The~~CAPITAL Company has incurred operating losses of approximately $134,000 which if unutilized, expire in 2029, Subject to certain restrictions, the Company has mineral property and exploration expenditures of $32,808 available to reduce future taxable income. Future tax benefits, which may arise as a result of these losses, have not been recognized in these financial statements, and have not been recognized in these financial statements, and have been offset by a valuation allowance. The following table lists the fiscal year in which the loss was incurred and the expiation date of the operating loss carry forwards:CORPORATION

	INCOME TAX OPERATING
	LOSS CARRY FORWARD
			EXPIRATION
	AMOUNT		DATE
2009	$	10,430		2029
2008		54,000		2028
2007		58,000		2027
2006		12,000		2026
Total income tax operation loss carry forward	$	134,430

NOTES TO FINANCIAL STATEMENTS – (CONTINUED)

7g) Impairment of Long-Lived Assets: In accordance with FASB ASC Topic 360, (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, the Company records impairment losses on long-lived assets used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount. ~~CHANGE~~ INIn ~~CONTROL~~such cases, the amount of the impairment is determined based on the relative fair values of the impaired assets.

~~On December 30, 2008 Derek Page voluntarily resigned as Chief Executive Officer, Chief financial Officer and Secretary of the Company~~3. ~~Ken~~ MINERAL ~~MacAlpine was appointed in his place. Ken MacAlpine was appointed to the Board of Directors, whereupon Derek Page resigned as director.~~PROPERTY

OnDuring ~~January 7~~2006, ~~2009~~ the ~~5,000,000~~Company ~~shares~~acquired ~~controlled~~an byundivided ~~Derek~~100% ~~Page~~interest ~~through~~in ~~644822~~a ~~British~~mineral ~~Columbia~~claim ~~Ltd.~~(known ~~were~~as ~~cancelled~~the ~~and~~“Lincoln ~~returned~~1”) tolocated ~~Treasury. On~~in the ~~same~~Province ~~date~~of ~~Ken~~British ~~MacAlpine~~Columbia ~~purchased~~for ~~5,000,000 shares at~~ $~~0.001 per share through his owned and controlled corporation KIF Capital Corporation~~3, ~~representing approximately 69~~596.~~5% of the total outstanding number of shares of common stock of the Company.~~

12The Company ceased work on the claim. The property was fully written down and abandoned as at the fiscal year ended October 31, 2008.

8The company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010. ~~FINANCIAL~~ The ~~COMMITMENT~~lease requires minimum annual lease payments, escalating according to schedule, applied to a 1.5% royalty on net smelter returns. The Company has the right to buy out the royalty for $5,000,000, which is mandatory by the 7th anniversary of the lease. The lease requires the Company to pay all regulatory mining claim maintenance or rental fees.

~~The~~4. RECENT ~~Company~~ACCOUNTING ~~is required under the active mining lease in Elco County, Nevada to pay minimum payments for the next five years as follows:~~PRONOUNCEMENTS

~~Fiscal~~The ~~year~~following ~~ended~~Recent ~~October~~Accounting ~~31,~~Pronouncements are disclosed as they may be applicable to the Company:

2010	$	5,000	Paid
2011		7,500
2012		10,000
2013		10,000
2014		25,000
	$	57,500

In May, 2009, the FASB issued ASC Topic 855, Subsequent Events, which established general standards of accounting and disclosure for events that occur after the balance sheet date, but before financial statements are issued or available to be issued. In accordance with ASC 855, the Company has evaluated subsequent events through the date the financial statements were filed.

9In June, 2009, the FASB issued their final SFAS, No. ~~CONTINGENCIES~~ 168, “FASB ~~LITIGATION~~Accounting Standards Codification ( “ASC”) and the Hierarchy of Generally Accepted Accounting Principles”. This was reflected in the codification as FASB ASC Topic 105, Generally Accepted Accounting Principles. “ASC” is the single source of authoritative US generally accepted accounting principles recognized by the FASB to be applied to nongovernmental entities. It is effective for financial statements issued for interim and annual periods ending after September 15, 2009. It will not have an impact on the Company’s financial position, results of operations or cash flows.

~~There~~In ~~were~~January no2010, ~~loss~~the ~~contingencies~~FASB orissued ~~legal~~ASU ~~proceedings~~No. ~~against~~2010-01, ~~the~~amending ~~Company~~SFAS ~~with~~No. ~~respect~~168, to“The ~~matters~~FASB ~~arising~~Accounting inStandards ~~the~~Codification™ ~~ordinary~~and ~~course~~the Hierarchy of ~~business~~Generally Accepted Accounting Principles.” ~~Neither~~This Standard codified in ASC 105 is being modified to include the ~~Company~~authoritative ~~nor~~and ~~any~~non-authoritative levels of ~~its~~GAAP. ~~officers~~This oramendment ~~directors~~ is ~~involved~~effective infor ~~any~~financial ~~other~~statements ~~litigation~~issued ~~either~~for asinterim ~~plaintiffs~~and orannual ~~defendants~~periods ending after September 15, ~~and~~2009. ~~have~~ASU No. 2010-01 has no ~~knowledge~~effect ofon ~~any~~the ~~threatened~~Company’s orfinancial ~~pending~~position, ~~litigation~~statements ~~against~~of ~~them~~operations, or ~~any~~cash offlows ~~the~~at ~~officers~~this ~~or directors~~time.

13 In February 2010, the FASB issued ASU No. 2010-09, “Subsequent Events (ASC Topic 855), Amendments to Certain Recognition and Disclosure Requirements.” This Standard update requires an SEC Filer to (1) evaluate subsequent events through the date that the financial statements are issued or available to be issued, (2) defines “SEC Filer” as an entity that is required to file or furnish its financial statements with either the SEC or, with respect to an entity subject to Section 12(i) of the Securities Exchange Act of

~~Item~~Page ~~2. Management’s~~12 ~~Discussion and Analysis~~ of ~~Financial condition and Results of Operations~~25

~~THE~~SOMBRIO ~~FOLLOWING~~CAPITAL ~~DISCUSSION~~CORPORATION ~~OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES THERETO INCLUDED ELSEWHERE IN THIS REPORT.~~

~~CAUTIONARY~~NOTES ~~NOTE~~TO ~~REGARDING~~FINANCIAL ~~FORWARD-LOOKING~~ STATEMENTS – (CONTINUED)

~~This~~1934, ~~section~~as ofamended, ~~this~~the ~~report~~appropriate ~~includes~~agency aunder ~~number of forward-looking statements~~ that ~~reflect~~Section, ~~our~~(3) ~~current~~not ~~views~~be ~~with~~bound ~~respect~~ to ~~future~~disclosing ~~events~~the ~~and~~date ~~financial~~through ~~performance. Forward-looking~~which ~~statements~~subsequent ~~are~~events ~~often~~have ~~identified~~been byevaluated, ~~words~~(4) ~~like:~~note ~~believe,~~the ~~expect,~~definition ~~estimate,~~of ~~anticipate,~~public ~~intend,~~entity ~~project~~is ~~and~~no ~~similar~~longer ~~expressions,~~defined ornor ~~words~~necessary ~~which,~~for byASC ~~their~~Topic ~~nature~~855, ~~refer~~(5) tonote ~~future~~the ~~events.~~scope ~~You~~of ~~should~~the ~~not place undue certainty on these forward~~re-~~looking~~issuance ~~statements,~~disclosure ~~which~~requirements ~~apply~~is ~~only~~refined asto ofinclude ~~the~~revised ~~date~~financial ofstatements ~~our report~~only. These ~~forward-looking~~Updates ~~statements~~ are ~~subject~~effective tofor ~~certain~~interim ~~risks~~or ~~and~~annual ~~uncertainties~~periods ~~that~~ending ~~could~~after ~~cause~~June ~~actual~~15, ~~results~~2010. toASU ~~differ~~No. ~~materially~~2010-09 ~~from~~has ~~historical~~no ~~results~~effect ~~and~~on ~~predictions. We~~the ~~are~~Company’s anfinancial ~~exploration~~position, ~~stage~~statements ~~company~~of ~~and~~operations, ~~have~~or ~~not~~cash ~~yet~~flows ~~generated~~at orthis ~~realized any revenues~~time.

~~Overview~~5. CAPITAL STOCK

WeOn ~~were~~May ~~incorporated as Sombrio Capital Corp. under the laws of Nevada on March~~ 31, 2006. Wethe ~~are an exploration stage~~ company ~~engaged~~sold ~~in the acquisition and exploration of mineral properties. We currently hold a lease on five (~~5),000,000 ~~unpatented~~shares ~~lode mineral claims that we refer to as the Enright Hill Prospect. Further exploration~~ of ~~these~~common ~~mineral~~stock ~~claims~~at ~~is required before a final determination as to their viability can be made~~$0. ~~Although~~001 ~~exploratory~~per ~~work~~share onfor the claims conducted prior to our obtaining a lease on the property has indicated some potential showings of mineralization, we are uncertain as to the potential existence of a commercially viable mineral deposit existing in these claimscash.

~~Our~~On ~~plan~~July ~~of operations is to carry out exploration work on these claims in order to ascertain whether they possess commercially exploitable quantities of gold~~13, ~~silver,~~2006 ~~copper~~pursuant ~~or any other valuable minerals. We will not be able~~ to ~~determine whether or not our mineral claims contain~~ a ~~commercially~~private ~~exploitable~~placement, ~~mineral~~the ~~deposit,~~Company orsold ~~reserve~~999,999 ~~until~~shares ~~appropriate~~of ~~exploratory~~common ~~work~~stock isat ~~done~~$0.03 ~~and~~per anshare ~~economic~~for ~~evaluation based on that work concludes economic viability~~cash.

WeOn ~~have~~September ~~not~~23, ~~nor has any predecessor~~2006, ~~identified~~pursuant ~~any~~to ~~commercially exploitable reserves of these minerals on our mineral claims. We are an exploration stage company and there is no assurance that~~ a ~~commercially~~private ~~viable~~placement, ~~mineral deposit exists on our mineral claims. After acquiring a lease on~~ the ~~Enright~~Company ~~Hill~~sold ~~Prospect~~760,999 weshares ~~retained the services~~ of ~~David~~common ~~Wolfe,~~stock ~~Consulting~~at ~~Geologist~~$0. ~~Mr.~~06 ~~Wolfe~~per ~~prepared~~share ~~a technical report~~ for ~~us on the mineral exploration potential of the claims~~cash. ~~Included in this report is a recommended exploration program which consists of trenching, mapping and sampling and drilling.~~

14On December 31, 2006, pursuant to a private placement, the Company sold 418,500 shares of common stock at $0.10 per share.

WeOn April ~~have no revenues~~16, ~~have achieved losses since inception~~2007, ~~have~~pursuant ~~been~~to ~~issued~~ a ~~going~~private ~~concern~~placement, ~~opinion~~the byCompany ~~our~~sold ~~auditors~~8,000 ~~and~~shares ~~rely upon the sale~~ of ~~our~~common ~~securities~~stock tofor ~~fund operations~~$0.10 ~~Accordingly,~~per ~~we will be dependent on future additional financing in order to maintain our operations and continue seeking new business opportunities~~share.

~~Our~~On ~~Plan~~January of7, ~~Operations~~2009, 5,000,000 shares were cancelled and returned to Treasury.

~~Our~~On ~~business~~January ~~plan~~7, is2009, pursuant to ~~proceed~~a ~~with~~private ~~the~~placement, ~~exploration of~~ the ~~Enright~~Company ~~Hill~~sold ~~Prospect~~5,000,000 ~~mineral~~shares ~~claims to determine whether there are commercially exploitable reserves~~ of ~~gold,~~common ~~silver~~stock orfor ~~other~~$0.001 ~~metals~~per share.

~~1. We~~As ~~plan to complete phase one~~ of ~~our~~January ~~exploration program recommended by David Wolfe~~31, ~~our Consulting Geologist~~2011, ~~on our Enright Hill Prospect mineral claims. Phase one will consist of detailed mapping and geochemical sampling of~~ the ~~claims~~Company ~~and~~has ~~target~~no ~~areas~~option ~~near the top of Enright Hill to better define the gold-silver mineralization. Phase one is estimated to cost approximately $5~~plan,~~200.~~ Wewarrants ~~have~~or ~~commissioned~~other ~~David~~dilutive ~~Wolfe to carry out this phase of our exploration program in September of 2010 and expect to have results in late October 2010~~securities. ~~We currently do not have sufficient cash reserves to proceed with this phase of the exploration program, and plan to fund this phase through a loan from our president Mr. MacAlpine.~~

~~2. We~~As ~~plan to complete phase two~~ of ~~our~~January ~~exploration~~31, ~~program~~2011, onthe ~~our~~Company ~~Enright~~has ~~Hill~~authorized ~~mineral~~100,000,000 ~~claims. Phase~~shares ~~two will consist~~ of ~~further~~common ~~detailed~~stock ~~mapping~~with ~~and~~a ~~geochemical~~par ~~sampling~~value of ~~the claims. and is estimated to cost approximately~~ $~~10,500~~0.001, ~~We expect to commence this second phase~~ of ~~our~~which ~~exploration program in November of 2010~~7,187,498 ~~depending~~shares onwere ~~the~~issued ~~availability~~and ~~of our consulting geologist~~outstanding. The company currently does not have sufficient cash reserves to proceed with this phase of its exploration program. However the company’s President Mr. MacAlpine has agreed to lend the company enough cash to proceed with this phase of the exploration program.

~~3. If~~In ~~warranted~~connection bywith the ~~results~~sales of ~~phase~~common ~~three~~stock, wethe ~~intend~~Company torelied ~~proceed~~upon ~~with~~the ~~phase~~exemption ~~three~~from ofsecurities ~~our~~registration ~~recommended~~afforded ~~exploration~~by ~~program. Phase~~Rule ~~three~~506 isof ~~estimated~~Regulation toD ~~cost~~as ~~$18,850~~promulgated by the United States Securities and ~~will~~Exchange beCommission ~~comprised~~under ofthe ~~drill~~Securities ~~hole~~Act ~~planning~~of 1933, ~~staking~~as amended (the “Securities Act”) and/or ~~permitting~~Section 4(2) of the Securities Act. ~~The~~ ~~company~~No ~~currently~~advertising ~~does~~or ~~not~~general ~~have~~solicitation ~~sufficient~~was ~~cash~~employed ~~reserves~~in offering the securities. The offerings and sales were made to ~~proceed~~a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with ~~this~~the ~~phase~~requirements of ~~its~~the ~~exploration~~Securities ~~program~~Act.

~~During~~Subsequent ~~the~~Capital ~~exploration~~Stock stage of the Enright Hill Prospect, our President will be devoting approximately 8 hours per week of his time to our business. We do not foresee this limited involvement as negatively impacting our company over the next twelve months as all exploratory work is being performed by outside consultants. If, however, the demands of our business require more time of our president such as raising additional capital or addressing unforeseen issues with regard to our exploration efforts, he is prepared to adjust his timetable to devote more time to our business. However, he may not be able to devote sufficient time to the management of our business, as and when needed.Transactions

15On February 8, 2011, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. Pursuant to the Exchange Agreement, the Company agreed to issue an aggregate of 6,454,681 shares of the Company’s common stock to the shareholders of Strathmore (the “Acquisition Shares”) upon the consummation of the Exchange Agreement (the “Closing Date”), representing approximately 74% of the Company’s aggregate issued and outstanding common stock immediately following the closing of the Exchange Agreement, in exchange for all of the issued and outstanding capital stock of Strathmore.

~~Our~~Page ~~company~~13 ~~will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan~~ of operation. If our company requires additional financing and we are unable to acquire such funds, our business may fail. As an exploration stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have difficulties raising capital until we locate a prospective property through which we can pursue our plan of operation. If we are unable to secure adequate capital to continue our acquisition efforts, our shareholders may lose some or all of their investment and our business may fail.25

WeSOMBRIO ~~incurred~~CAPITAL ~~operating~~CORPORATION losses in the amount of $158,628 from inception on March 31, 2006 through the period ended July 31, 2010. These operating expenses were composed of exploration expenses, professional fees, and other administrative expenses.

~~Going~~NOTES ~~Concern~~TO FINANCIAL STATEMENTS – (CONTINUED)

WeAlso ~~have~~on ~~not~~February ~~attained~~8, ~~profitable~~2011 ~~operations~~(the ~~and~~“Issuance ~~are~~Date”), ~~dependent~~the ~~upon~~Company ~~obtaining~~issued ~~financing~~convertible debentures to ~~pursue~~two ~~any~~accredited ~~extensive~~investors ~~exploration~~(the ~~activities~~“Debentures”) in the aggregate principal sum of $325,000. ~~For~~At ~~these~~any ~~reasons~~time ~~our~~between ~~auditors~~the ~~stated~~original inissuance ~~their~~date ~~report~~and onthe ~~our~~12 ~~audited~~months ~~financial~~from ~~statements~~the ~~that~~issuance ~~they~~date ~~have~~(the ~~substantial~~“Maturity ~~doubt~~Date”) weunless ~~will~~previously berepaid ~~able~~by tothe ~~continue~~Company asthe Debenture is convertible into common stock of the Company at a ~~going~~conversion ~~concern~~price of equal to 75% of the volume weighted average price of the common stock for the five days preceding the conversion date. All unpaid and unconverted principal and interest is due 12 months from the Issuance Date.

~~Financings~~In connection with the sale of the Debentures, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. No advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act.

~~Our operations to date have been funded by equity investment~~6. INCOME All of our equity funding has come from a private placement of our securities We completed an offering of 5,000,000 shares of our common stock at a price of $0.001 per share to Mr. Derek Page, a former director and officer, on March 31, 2006, for total proceeds of $5,000. We completed this offering pursuant to Section 4(2) of the Securities Act.TAXES

WeThe ~~completed~~Company anaccounts ~~offering~~for ofincome ~~999~~taxes under SFAS No. 109 (now contained in FASB Codification Topic 740-10-25,~~999~~ ~~shares~~Accounting offor ~~our~~Uncertainty ~~common~~in ~~stock~~Income atTaxes), awhich ~~price~~requires ofthe $0asset and liability approach to accounting for income taxes.03 Under ~~per~~this ~~share~~method, deferred tax assets and liabilities are measured based on differences between financial reporting and tax bases of assets and liabilities measured using enacted tax rates and laws that are expected to be in effect when differences are expected to reverse. As of January 31, 2011 we had a ~~total~~net operating loss carry forward of ~~five~~$(166,080) ~~purchasers~~and ona ~~July~~deferred 13tax asset of $56,467 ~~2006~~using the statutory rate of 34%. The ~~total~~deferred ~~proceeds~~tax ~~from~~asset ~~this~~may ~~offering~~be ~~were~~recognized ~~$30~~in future periods,~~000.~~ Wenot ~~completed~~to ~~this~~exceed ~~offering~~20 ~~pursuant~~years. However, due to ~~Rule~~the ~~903~~uncertainty future events and the past and current performance of ~~Regulation~~the Scompany we have booked a valuation allowance of $56,467 to the ~~Securities~~deferred ~~Act~~tax asset.

We completed an offering of 760,999 shares of our common stock at a price of $0.06 per share to a total of 13 purchasers on September 23, 2006 for total proceeds of $45,660. We completed this offering pursuant to Rule 903 of Regulation S of the Securities Act.


	January 31, 2010
Deferred Tax Asset	$ 56,467
Valuation Allowance	(56,467)
Deferred Tax Asset (Net)	$ -

WePage ~~completed~~14 ~~an offering~~ of 426,500 shares of our common stock at a price of $0.10 per share to a total of 30 purchasers on December 31, 2006 and April 16, 2007 for total proceeds of $42,650. Of these shares, 418,500 were issued on December 31, 2006 and 8,000 were issued on April 26, 2007. We completed this offering pursuant to Rule 903 of Regulation S of the Securities Act.25

16SOMBRIO CAPITAL CORPORATION

OnNOTES ~~January~~TO 7,FINANCIAL ~~2009,~~STATEMENTS we– ~~completed an offering of 5,000,000 shares of its common stock at a price of $0.001 per share to KIF Capital Corp.~~ (~~“KIF”~~CONTINUED). KIF is a private company owned and controlled by Ken MacAlpine, a director and officer of the Company. The total amount the Company received from this offering was $5,000. The Company completed the offering pursuant to Regulation S under the Securities Act of 1933.

~~Off-Balance~~7. CHANGE ~~Sheet~~IN ~~Arrangements~~CONTROL

WeOn ~~have~~December no30, ~~significant~~2008 ~~off-balance~~Derek ~~sheet~~Page ~~arrangements~~voluntarily ~~that~~resigned ~~have~~as orChief ~~are~~Executive ~~reasonably~~Officer, ~~likely~~Chief tofinancial ~~have~~Officer aand ~~current~~Secretary orof ~~future~~the ~~effect~~Company. Ken onMacAlpine ~~our~~was ~~financial~~appointed ~~condition,~~in ~~changes~~his inplace. Ken ~~financial~~MacAlpine ~~condition,~~was ~~revenues~~appointed orto ~~expenses,~~the ~~results~~Board of ~~operations~~Directors, ~~liquidity,~~whereupon ~~capital~~Derek ~~expenditures~~Page orresigned ~~capital~~as ~~resources that is material to stockholders~~director.

~~Item~~On 3January 7, 2009 the 5,000,000 shares controlled by Derek Page through 644822 British Columbia Ltd. ~~Quantitative~~ were cancelled and ~~Qualitative~~returned ~~Disclosures~~to ~~About~~Treasury. ~~Market~~On ~~Risk~~the same date Ken MacAlpine purchased 5,000,000 shares at $0.001 per share through his owned and controlled corporation KIF Capital Corporation, representing approximately 69.5% of the total outstanding number of shares of common stock of the Company.

~~N/A~~On February 8, 2011, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. Pursuant to the Exchange Agreement, the Company agreed to issue an aggregate of 6,454,681 shares of the Company’s common stock to the shareholders of Strathmore (the “Acquisition Shares”) upon the consummation of the Exchange Agreement (the “Closing Date”), representing approximately 74% of the Company’s aggregate issued and outstanding common stock immediately following the closing of the Exchange Agreement, in exchange for all of the issued and outstanding capital stock of Strathmore.

~~Item 4~~8. ~~Controls~~ FINANCIAL ~~and Procedures.~~COMMITMENT

AsThe ~~of the end of the period covered by this Report, the~~ Company’s ~~President,~~is ~~and~~required ~~principal~~under ~~financial officer (~~the ~~“Certifying~~active ~~Officer”),~~mining ~~evaluated~~lease ~~the effectiveness of the Company’s “disclosure controls and procedures,” as defined~~ in ~~Rule~~Elco ~~13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation~~County, ~~the~~Nevada ~~officer concluded that, as of the date of the evaluation, the Company’s disclosure controls and procedures were effective~~ to ~~provide~~pay ~~reasonable~~minimum ~~assurance~~payments ~~that~~for the ~~information~~next ~~required~~five toyears beas ~~disclosed in the Company’s periodic filings under the Securities Exchange Act of 1934 is accumulated and communicated to management to allow timely decisions regarding required disclosure.~~follows:

The Certifying Officer has also indicated that there were no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.


Fiscal year ended October 31,
2010	$	5,000	Paid
2011		7,500
2012		10,000
2013		10,000
2014		25,000
Total	$	57,500

~~Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud~~9. ~~A control system~~ CONTINGENCIES, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the LITIGATION

17There were no loss contingencies or legal proceedings against the Company with respect to matters arising in the ordinary course of business. Neither the Company nor any of its officers or directors is involved in any other litigation either as plaintiffs or defendants, and have no knowledge of any threatened or pending litigation against them or any of the officers or directors.

~~individual~~Page ~~acts~~15 of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.25

~~Item~~SOMBRIO ~~4(t). Controls~~CAPITAL ~~and Procedures.~~CORPORATION

~~The~~NOTES ~~information~~TO ~~required~~FINANCIAL ~~pursuant~~STATEMENTS to– ~~item 4~~(tCONTINUED) ~~has been provided in Item 4.~~

~~PART II~~10. SUBSEQUENT ~~OTHER INFORMATION~~EVENTS

~~Item~~On 1February 8, 2011, Ken MacAlpine, in accordance with and pursuant to a separation agreement, resigned as the Company’s President, Chief Executive Officer, Treasurer, and sole member of the Company’s Board of Directors. ~~Legal~~ ~~Proceedings~~Pursuant to the Separation Agreement, Mr. MacAlpine was paid $100,000 and surrendered all his shares of Sombrio Capital Corp. (the “Company”).

~~None~~On February 8, 2011, the Board of Directors of the Company appointed David J. Bleeden to serve as the Company’s President, Chief Executive Officer, Treasurer and sole member of the Company’s Board of Directors immediately following the resignation of Ken MacAlpine.

~~Item~~David ~~1(a)~~J. ~~Risk~~ ~~Factors~~Bleeden has been Chief Executive Officer President and Director of Strathmore Investments Inc. since 1997. In 1984 Mr. Bleeden co-founded Naked Juice and served as its co-founder from January 1984 until September 1989 where he was responsible for the development of the company’s distribution such as with Vons Supermarkets, Kroger and Ralph’s. Mr. Bleeden was also responsible for building Naked Juice’s marketing strategy. In 1988 Naked Juice was sold to Chiquita Banana. From 1997 to 2003, Mr. Bleeden was the President of Rhinotek Computer Products where he was responsible for retail sales and the marketing strategy.

~~There~~On ~~have~~February ~~been~~8, no2011, ~~changes~~the toCompany ~~our~~entered ~~risk~~into ~~factors~~a ~~from~~Share ~~those~~Exchange ~~disclosed~~Agreement in(the ~~our~~“Exchange ~~Post-Effective~~Agreement”), ~~Amendment~~with NoStrathmore Investments, Inc. 1a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. Pursuant to ~~Form~~the ~~SB-2/A~~Exchange onAgreement, ~~Form~~the ~~S-1~~Company ~~filed~~agreed onto ~~May~~issue 24an aggregate of 6,454,681 ~~2010~~shares of the Company’s common stock to the shareholders of Strathmore (the “Acquisition Shares”) upon the consummation of the Exchange Agreement (the “Closing Date”), representing approximately 74% of the Company’s aggregate issued and outstanding common stock immediately following the closing of the Exchange Agreement, in exchange for all of the issued and outstanding capital stock of Strathmore.

~~Item~~The 2Company intends to changes its name to “HotCloud Mobile Inc. ~~Unregistered~~” ~~Sales~~or ofa ~~Equity~~similar ~~Securities~~derivation, as soon as practicable.

WeOn ~~did~~February ~~not~~8, ~~issue~~2011 (the “Issuance Date”), the Company issued convertible debentures to two accredited investors (the “Debentures”) in the aggregate principal sum of $325,000. At any ~~securities~~time ~~without~~between ~~registration~~the ~~pursuant~~original issuance date and the 12 months from the issuance date (the “Maturity Date”) unless previously repaid by the Company the Debenture is convertible into common stock of the Company at a conversion price of equal to 75% of the ~~Securities~~volume ~~Act~~weighted average price of ~~1933~~the ~~during~~common stock for the ~~three~~five days preceding the conversion date. All unpaid and unconverted principal and interest is due 12 months ~~ended~~from ~~July~~the ~~31,~~Issuance ~~2010~~Date.

~~Item~~In 3connection with the sale of the Debentures, the Company relied upon the exemption from securities registration afforded by Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”) and/or Section 4(2) of the Securities Act. ~~Defaults~~ ~~Upon~~No ~~Senior~~advertising or general solicitation was employed in offering the securities. The offerings and sales were made to a limited number of persons, all of whom were accredited investors, and transfer was restricted by the Company in accordance with the requirements of the Securities Act.

~~None~~The acquisition of Strathmore, as discussed above is treated as a reverse acquisition, and the business of Strathmore became the business of the Company. As a result, the board of directors elected to change the fiscal year end of the Company from October 31 to December 31 pursuant to the Company’s by-laws effective March 1, 2011.

~~Item~~Page ~~4. Submission~~16 of ~~Matters to a Vote of Securities Holders~~25

NoOn ~~matters~~March ~~were~~1, ~~submitted~~2011 tothe ~~our~~company ~~security~~sold ~~holders~~25,000 ~~for~~shares aat ~~vote~~$1.00 ~~during~~per ~~the~~share ~~quarter~~to ofLive ~~our fiscal year ending July 31~~Fresh, ~~2010~~Inc.

~~Item~~On 5March 1, 2011 the company sold 25,000 shares at $1. ~~Other~~00 ~~Information~~per share to David Amron, Inc.

~~None~~In February 2011 the company was served a summons by Well Fargo Bank claiming an unpaid balance on a line of credit in the amount of $50,000.

~~Item~~Page ~~6. Exhibits~~17 of 25

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

18The use of the words “the Company” “we,” “us” or “our” refer to Sombrio Capital Corp. and to Strathmore (for post reverse merger discussions), except where the context otherwise requires.

~~SIGNATURES~~The following discussion should be read in conjunction with our accompanying condensed consolidated financial statements and notes thereto appearing elsewhere in this Quarterly Report on Form 10-Q. Such condensed consolidated financial statements and information have been prepared to reflect our financial position as of January 31, 2011 and October 31, 2010, together with our results of operations for the three months ended January 31, 2011 and 2010, and the cumulative period from inception (March 31, 2006) to January 31, 2011and cash flows for the three months ended September 30, 2010 the cumulative period from inception (March 31, 2006) to January 31, 2011.

~~Pursuant~~Forward-Looking toStatements ~~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.~~

~~SOMBRIO~~Historical ~~CAPITAL~~results ~~CORP~~and trends should not be taken as indicative of future operations. Our statements contained in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended. Actual results may differ materially from those included in the forward-looking statements. We intend those forward-looking statements to be covered by the safe-harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and we are including this statement for purposes of complying with those safe-harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations, are generally identifiable by use of the words “expect,” “project,” “may,” “will,” “should,” “could,” “would,” “intend,” “plan,” “anticipate,” “estimate,” “believe,” “continue,” “predict,” “potential” or the negative of such terms and other comparable terminology. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions generally and the cellular electronics market specifically; legislative and regulatory changes, including changes to laws governing the taxation of online retailers; the availability of capital; competition in the consumer cellular electronics market; the supply and demand for cellular products; changes in accounting principles generally accepted in the United States of America, or GAAP, policies and guidelines applicable to companies in our market space; and the availability of financing to continue and/or expand our operations. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Additional information concerning us and our business, including additional factors that could materially affect our financial results, is included herein and in our other filings with the United States Securities and Exchange Commission, or the SEC.

~~By: /s/~~Overview ~~Ken~~and ~~MacAlpine~~ Background

~~Ken~~Sombrio ~~MacAlpine~~Capital Corp. (“the Company”) was incorporated in the State of Nevada, ~~President~~U.S.A., on March 31, 2006. The Company’s principal executive offices are in Sarnia, Ontario, Canada.

~~Chief~~The ~~Executive~~Company ~~Officer~~was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company is an exploration stage company as defined in the SEC Industry Guide No. 7. The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. In 2006, the Company acquired an undivided 100% interest in a mineral claim known as “Lincoln 1” located in the Province of British Columbia. The lease was abandoned in 2008. In 2010 the company signed a lease on five lode mining claims in Elko County Nevada, which became effective April 20, 2010.

~~Chief~~On ~~Financial~~February ~~Officer~~8, ~~Director~~2011, the Company entered into a Share Exchange Agreement (the “Exchange Agreement”), with Strathmore Investments, Inc. a Delaware corporation (“Strathmore”) and the shareholders of Strathmore. The acquisition of Strathmore is treated as a reverse acquisition, and the

~~Date:~~Page ~~September~~18 8,of ~~2010~~25

19business of Strathmore became the business of the Company. For further discussion of the reverse acquisition see Note 10 entitled “Subsequent Events” below.

Plan of Operation

Prior to entering into the Exchange Agreement with Strathmore as noted above and further discussed in Note 10 entitled “Subsequent Events” in the accompanying Notes to Financial Statements, the Company’s previously planned objectives included: (i) completion of the phase one of our recommended exploration program on our Enright Hill Prospect mineral claims; (ii) completion of phase two of our recommended exploration program on our Enright Hill mineral claims which was to commence in the summer of 2011; (iii) If warranted by the results of phase two, we intend to proceed with phase three of our recommended exploration program.

We anticipate spending approximately $2,000 in ongoing general and administrative expenses per quarter for the next twelve months, for a total anticipated expenditure of $8,000 over the next twelve months. The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees, annual lease payments and general office expenses.

However, as noted above and discussed further in Note 10 entitled “Subsequent Events” in our accompanying Notes to Financial Statements, we entered into Exchange Agreement with Strathmore which was treated as a reverse acquisition. As a result, Strathmore’s business will be the business objectives and strategy which will drive our plan of operation going forward. Strathmore is a mobile products and services company selling mobile phones, mobile accessories, mobile applications, and mobile products and services. Currently, Strathmore sells over 35,000 products through our website at www.hotcloudmobile.com. The content on Strathmore’s website is not incorporated into this Quarterly Report on Form 10-Q. The Company intends to extend its business model from that of an online mobile hardware and accessory provider to a model that includes the sale of high margin value-added content and services that are bundled with its hardware. As such, the Company intends to (i) sell mobile phone applications such as games, ringtones, graphics, mobile shopping, social networking, utilities and productivity; and (ii) recruit a team of software developers to create a suite of mobile device applications while also reselling applications developed by other parties.

As of January 31, 2011, we had cash reserves of $0.00 and working capital of $(15,225).

The accompanying financial statements have been prepared assuming the Company will continue as a going concern.

As shown in the accompanying financial statements, for the period from March 31, 2006 (inception) to January 31, 2011, the Company had no revenue and incurred net operating losses aggregating $166,080. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of natural resource properties. Management has plans to seek additional capital through debt, and private and public offerings of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Page 19 of 25

Results of Operations

The following summary of our results of operations should be read in conjunction with our audited financial statements for the year ended October 31, 2010 which are included herein.

Our operating results for the years ended October 31, 2010, 2009, 2008 and 2007 are summarized as follows:


	2010	2009	2008	2007
Revenue	$ -	$ -	$ -	$ -
Operating Expenses	27,137	11,370	50,643	57,724
Net Loss / (Loss)	$ (27,137)	$ (11,370)	$ (50,643)	$ (57,724)

Our operating results for the three months ended January 31, 2011 and 2010 are summarized as follows:


	2011	2010

Revenue	$ -	$ -
Operating Expenses	3,962	635
Net Loss / (Loss)	$ (3,962)	$ (635)

Revenues

We have had no operating revenues since our inception on March 31, 2006 through to the period ended January 31, 2011. We anticipate that we will not generate any revenues for so long as we are an exploration stage company.

Expenses

Our expenses for the years ended October 31, 2010, 2009 and 2008 are outlined in the table below:


	2010	2009	2008
Exploration Expenses	$ 15,757	$ -	$ 3,446
Filing Fees	4,146	6,198	2,373
General and Administrative	108	1,464	757
Professional Fees	7,126	3,708	32,574
Transfer Agent fees	-	-	11,493
Total Expenses	$ 27,137	$ 11,370	$ 50,643

Our expenses for the three months ended January 31, 2011 and 2010 are outlined in the table below:


	2011	2010
Exploration Expenses	$ -	$ -
Filing Fees	607	-
General and Administrative	-	335
Professional Fees	3,355	300

Page 20 of 25


Transfer Agent fees	-	-
Total Expenses	$ 3,962	$ 635

Liquidity and Capital Resources

Working Capital for the periods ended January 31, 2011 and October 31, 2010:


	January 31, 2011	October 31, 2010


Working Capital	$ (15,225)	$ (13,090)
Total Assets	-	-
Long term Debt	25,862	24,035
Stockholder Equity	$ (41,087)	$ (37,125)

Cash Flows for the three months ended January 31, 2011 and 2010:


	2011	2010
Net Cash provided / (Used) In Operating Activities	(1,827)	(635)
Cash Flows Used In Investing Activities	-	-
Cash Flows from Financing Activities	1,827	1,500
Net (Decrease) Increase in Cash	-	865
Cash and Cash Equivalents at Beginning of Period	-	62
Cash and Cash Equivalents at End of Period	$ -	$ 927

We anticipate that we will incur approximately $6,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our business plan.

Cash Used In Operating Activities

We used cash in operating activities in the amount of ($1,827 during the three months ended January 31, 2011and ($635) during the same period in 2010 Cash used in operating activities was funded by cash from financing activities, and the proceeds of loans.

Cash from Investing Activities

No cash was used or provided in investing activities during the three months ended January 31, 2011 and 2010

Cash from Financing Activities

We generated $1,827 from financing activities during the three months ended January 31, 2011compared to $1,500 during the same period in 2010.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in

Page 21 of 25

the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at October 31, 2010, our company has accumulated losses of $162,118 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should our company be unable to continue as a going concern.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended October 31, 2010, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

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.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities. Ken MacAlpine has agreed to provide loans to a minimal amount to carry on our legal, accounting and reporting needs.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

N/A

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the rules and forms, and that such information is accumulated and communicated to us, including our chief executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by Rules 13a-15(b) and 15d-15(b) of the Exchange Act, an evaluation as of January 31, 2011 was conducted under the supervision and with the participation of our management, including our chief executive officer and principal financial officer, of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act). Based on this evaluation, our chief executive officer and principal financial officer concluded that our disclosure controls and procedures, as of January 31, 2011, were effective.

Page 22 of 25

(b) Changes in internal control over financial reporting. There were no changes in our internal control over financial reporting that occurred during the quarter ended January 11, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1(a). Risk Factors

Not applicable. Item 2. Unregistered Sales of Equity Securities

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the three months ended January 31, 2011.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the quarter of our fiscal year ending January 31, 2011.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included, or incorporated by reference, in this Quarterly Report on Form 10-Q for the period ended January 31, 2011 (and are numbered in accordance with Item 601 of Regulation S-K).

Exhibit

Number

Description of Exhibit

_______

_____________________________________________________________________

31.1*

Certification of Chief Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1**

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

_________________

* Filed herewith.

** Furnished herewith.

Page 23 of 25

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.

SOMBRIO CAPITAL CORP.

(Registrant)

By: /s/ David Bleeden

David Bleeden, President,

Chief Executive Officer and Chairman

of the Board of Directors

(Principal Executive Officer and

Principal Financial Officer)

Date:

March 17, 2011

Page 24 of 25

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