This Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) contains forward-looking statements that involve known and unknown risks, significant uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed, or implied, by those forward-looking statements. You can identify forward-looking statements by the use of the words may, will, should, could, expects, plans, anticipates, believes, estimates, predicts, intends, potential, proposed, or continue or the negative of those terms. These statements are only predictions. In evaluating these statements, you should consider various factors which may cause our actual results to differ materially from any forward-looking statements. Although we believe that the exceptions reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. We undertake no obligation to revise or update publicly any forward-looking statements for any reason.

RESULTS OF OPERATIONS


Working Capital


                                           October 31, April 30,
                                              2011       2011
                                                $          $
                 Current Assets                    599         -
                 Current Liabilities           108,770    16,070
                 Working Capital (Deficit)   (108,171)  (16,070)

Cash Flows


                                            Six months ended Six months ended
                                              October 31,      October 31,
                                                  2011             2010
                                                   $                $
     Cash Flows from (used in) Operating            (29,994)          (7,798)
     Activities
     Cash Flows from (used in) Investing             (9,990)         (10,000)
     Activities
     Cash Flows from (used in) Financing              40,000           12,826
     Activities
     Net Increase (decrease) in Cash During               16          (4,972)
     Period

Operating Revenues

From the Company's inception on May 22, 2009 to October 31, 2011, the Company did not earn any operating revenues.

Operating Expenses and Net Loss

During the three months ended October 31, 2011, the Company incurred operating expenses of $55,926 compared with $6,085 for the three months ended October 31, 2010. The increase in operating expenses was attributed to an increase in professional fees of $10,500 relating to legal expenses incurred with respect to changes in management and due diligence with respect to acquisition of mineral properties and $4,000 for accounting and auditing fees. The Company also incurred salaries of $30,000 to the President and Director of the Company, incurred $2,890 in transfer agent and filing fees relating to the stock splits and issuance of shares for the mineral property option and had an increase of $5,044 in general and administrative expense.

For the three months ended October 31, 2011, the Company incurred a net loss of $56,841 compared to a net loss of $6,085 for the three months ended October 31, 2010. In addition to operating expenses, the Company also recorded interest expense of $915 during the three months ended October 31, 2011 relating to interest from the $40,000 notes payable received in July 2011 which is unsecured, bears interest at 10% per annum, and is due on demand.

Liquidity and Capital Resources

At October 31, 2011, the Company had cash of $16 and total assets of $60,589 compared with $nil at April 30, 2011. The increase in cash and total assets was attributed to the receipt of $40,000 from the notes payable in June and July 2011 and the fair value of the shares issued for the mineral property.

At October 31, 2011, the Company had total liabilities of $108,770 compared with $16,070 at April 30, 2011. The increase in liabilities was attributed to an increase of $26,027 in accounts payable and accrued liabilities from amounts owing for professional fees and accrued interest, an increase of $26,673 of amounts owing to related parties relating to $4,500 of management fees. $30,000 salaries and $6,023 of out-of-pocket expenses incurred by the President and Director of the Company, net of repayments of $13,850 and $40,000 relating to the issuance of the notes payable.

The Company had a working capital deficit of $108,171 at October 31, 2011 compared with $16,070 at April 30, 2011. The increase in working capital deficit is due to increases in day-to-day operating expenses and mineral property expenditures.

Cashflow from Operating Activities

During the period ended October 31, 2011, the Company used $29,994 of cash for operating activities compared with $7,798 of cash for operating activities during the period ended October 31, 2010. The change in net cash used in operating activities is attributed to the changes in operating activities noted above in Operating Expenses and Net Loss.

Cashflow from Investing Activities

During the period ended October 31, 2011, the Company used $9,990 of cash for investing activities compared for mineral property expenditures with the period ended October 31, 2010 where the Company incurred $10,000 for acquisition of a working interest in and oil and gas project.

Cashflow from Financing Activities

During the period ended October 31, 2011, the Company received $40,000 in financing activities attributed to proceeds received from the issuance of notes payable, compared with $12,826 received during the period ended October 31, 2010 attributed to amounts from related parties.

Quarterly Developments

On August 2, 2011, the Company entered into the North Springs Property Exploration and Mining Lease and Option to Purchase Agreement (the "Agreement") by and among Mountain Gold Claims, LLC. Series 15, ("Mountain Gold") and Lane A. Griffin ("Griffin") (collectively, the "Owner"), whereby the Owner shall lease to the Company (the "Lease") the right to conduct mineral exploration activities on and in 16 unpatented mining claims collectively known as the North Springs Property (the "Property"), for a term of 10 years (the "Term"), renewable for 5 additional extension terms of 1 year each, with the option to purchase the Property for $400,000, subject to a royalty reserved to the Owner. As consideration, the Company shall: (i) issue 500,000 shares of common stock each to Mountain Gold and to Griffin, for an aggregate of 1,000,000 shares, within 10 days of the date of this Agreement; (ii) pay applicable federal, state and county annual mining claim maintenance fees to maintain the Property in good standing; (iii) pay a production royalty to Owner equal to 2% of the net smelter returns, per the terms of the Agreement; (iv) pay to Owner lease payments, with 50% of the payments to Mountain Gold and the other 50% to Griffin; and (v) incur work expenditures on or with respect to the Property during the Term.

On August 8, 2011, the Company filed a Certificate of Change (the "Certificate of Change") with the Secretary of State of the State of Nevada. As a result of the Certificate of Change, the Company has, among other things, increased the number of authorized shares of common stock of the Company from four hundred million (400,000,000), par value $ 0.001, to seven hundred fifty million (750,000,000), par value $0.001.

On October 31, 2011, the Company effectuated a forward split of its issued and outstanding common shares, whereby every one (1) old share of common stock will be exchanged for two (2) new shares of the Company's common stock. As a result, once the Forward Split is declared effective by the Financial Industry Regulatory Authority, the issued and outstanding shares of common stock will increase from three hundred forty eight million (348,000,000) shares prior to the Forward Split to six hundred ninety six million (696,000,000) shares following the Forward Split.

Subsequent Developments

On November 22, 2011 the Company entered into an Executive Employment Agreement (the "Agreement") with Harry Lappa ("Mr Lappa"). Pursuant to the terms and conditions of the Agreement, Mr. Lappa shall service as the Company's President and Chief Executive Officer and shall assume such other positions as reasonably requested by the Board of Directors commencing August 1, 2011 for a term of one year, which shall automatically be renewed for an additional successive term of one year unless earlier terminated. In exchange for his services, Mr. Lappa shall receive a monthly salary of ten thousand dollars ($10,000) which may be converted into share of the Company's common stock, at the sole discretion of the Company, per the terms of the Agreement.

On December 2, 2011, the Company issued a $40,000 note payable to a non-related party. The amount owing is unsecured, due interest at 10% per annum, and due on demand.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive acquisitions and activities. For these reasons, our auditors stated in their report on our audited financial statements that they have substantial doubt that we will be able to continue as a going concern without further financing.

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 are material to stockholders.

Future Financings

We will continue 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 existing stockholders. There is no assurance that we will achieve any additional sales of the equity securities or arrange for debt or other financing to fund our operations and other activities.

Critical Accounting Policies

Our financial statements and accompanying notes have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.

We regularly evaluate the accounting policies and estimates that we use to prepare our financial statements. A complete summary of these policies is included in the notes to our financial statements. In general, management's estimates are based on historical experience, on information from third party professionals, and on various other assumptions that are believed to be reasonable under the facts and circumstances. Actual results could differ from those estimates made by management.

Recently Issued Accounting Pronouncements

In March 2010, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2010-11 ("ASU No. 2010-11"), "Derivatives and Hedging (ASC Topic 815): Scope Exception Related to Embedded Credit Derivatives." The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity's first fiscal quarter beginning after issuance of this Update. The Company's adoption of provisions of ASU No. 2010-11 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-10 ("ASU No. 2010-10"), "Consolidation (Topic 810): Amendments for Certain Investment Funds." The amendments in this Update are effective as of the beginning of a reporting entity's first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company's adoption of provisions of ASU No. 2010-10 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB issued ASU 2010-09 ("ASU No. 2010-09"), "Subsequent Events (ASC Topic 855): Amendments to Certain Recognition and Disclosure Requirements." ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The Company's adoption of provisions of ASU No. 2010-09 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued ASU 2010-06 ("ASU No. 2010-06"), "Improving Disclosures about Fair Value Measurements." ASU No. 2010-06 amends FASB Accounting Standards Codification ("ASC") 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers' disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The Company's adoption of provisions of ASU No. 2010-06 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 505, "Equity", where entities that declare dividends to shareholders that may be paid in cash or shares at the election of the shareholders are considered to be a share issuance that is reflected prospectively in EPS, and is not accounted for as a stock dividend. This standard is effective for interim and annual periods ending on or after December 15, 2009 and is to be applied on a retrospective basis. The Company's adoption of the amendment to ASC Topic 505 did not have a material effect on the financial position, results of operations or cash flows of the Company.

In January 2010, the FASB issued an amendment to ASC Topic 820, "Fair Value Measurements and Disclosure", to require reporting entities to separately disclose the amounts and business rationale for significant transfers in and out of Level 1 and Level 2 fair value measurements and separately present information regarding purchase, sale, issuance, and settlement of Level 3 fair value measures on a gross basis. This standard, for which the Company is currently assessing the impact, is effective for interim and annual reporting periods beginning after December 15, 2009 with the exception of disclosures regarding the purchase, sale, issuance, and settlement of Level 3 fair value measures which are effective for fiscal years beginning after December 15, 2010. The Company's adoption of the amendment to ASC Topic 820 did not have a material effect on the financial position, results of operations or cash flows of the Company.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3.