Forward-Looking Statements and Associated Risks.

This report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management's plans and objectives for future operations. In some cases, you can identify forward-looking statements by the use of terminology such as "may" , "should" , "expect" , "plan" , "anticipate" , "believe" , "estimate" , "predict" , "potential" or "continue" or the negative of these terms or other comparable terminology. Examples of forward-looking statements made in this report include statements about:

º our plan of operations;
º our future exploration programs and results;
º our expectations regarding the impact of various accounting policies;
º our future capital expenditures; and
º our future investments in and acquisitions of mineral resource properties.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including:

º risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;
º risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;
º mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;
º the potential for delays in exploration activities; risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;
º risks related to commodity price fluctuations;
º the uncertainty of profitability based upon our limited history;
º risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;
º risks related to environmental regulation and liability;
º risks that the amounts reserved or allocated for environmental compliance, reclamation, post-closure control measures, monitoring and on-going maintenance may not be sufficient to cover such costs;
º risks related to tax assessments;
º political and regulatory risks associated with mining development and exploration; and
º the risks in the section entitled "Risk Factors" .

Any of these risks could cause our Company's or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by the forward-looking statements contained in this quarterly report.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

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

Sonora Resources Corp. (formerly Nature's Call Brands, Inc.) (the "Company" or "Sonora Resources" ) was incorporated under the laws of the State of Nevada on December 3, 2007 with a business plan to sell and distribute water treatment systems for residential and commercial use. In September of 2010, the business of the Company was changed to the acquisition, exploration and development of mineral resources, with emphasis on gold and silver. Efforts in the area of water treatment were then abandoned.

We are a mining exploration company focused on the acquisition and development of prospective silver opportunities in Mexico. We own interests in the Los Amoles Property consisting of 1,630 hectares located in Sonora; the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco; the Ayones Group of Properties consisting of numerous mining claims totaling 48 hectares in Jalisco; and the five mining concessions on 721 hectares surrounding the Ayones Group of Properties, called the Corazon Property; and the Liz Property located in Ayutla, Jalisco State, Mexico. Sonora Resources is based in Guadalupe, Zacatecas, Mexico.

We have commenced an underground work program at the Los Amoles property and completed a NI 43-101 compliant technical report to define the potential vein structure and outcroppings and prepare for a planned drilling program later in 2012.

We have concluded phase one field work at the Corazon property and established an estimated reserve of approximately 199,000 troy ounces of silver and 1,000 troy ounces of gold. With the commitment to purchase $600,000 in fixed assets, the Company expects to realize revenues of $7.6 million at a silver price of $29.30 and a gold price of $1,606 per troy ounce.

The Company is currently in the development stage as defined in ASC 915 "Accounting and Reporting for Development Stage Enterprises" and has minimal operations.

The Company has incurred a cumulative net loss since inception on December 3, 2007 to May 31, 2012 of $2,093,312 and has no source of operating revenue. While management of the Company believes that the Company will be successful in its planned operating activities under its business plan and capital formation activities, there can be no assurance that it will be successful in the mining development and exploration business or the formation of sufficient capital such that it will generate adequate revenues to earn a profit or sustain its operations.

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company has not established a source of revenues sufficient to cover its operating costs, and as such, has incurred an operating loss since inception. Further, as of May 31, 2012, the Company had working capital of $684,052 (November 30, 2011 - working capital deficit of $335,538). These and other factors raise doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments or classifications that may result from the possible inability of the Company to continue as a going concern.

Effective October 12, 2010, the Company increased its authorized capital from 75,000,000 shares of common stock to 500,000,000 shares of common stock par value $0.001 per share. On November 8, 2010, we implemented a forward split, payable by way of the declaration of a share dividend on the issued and outstanding shares of our common stock, to be paid by the issuance of 20 additional shares for each issued and outstanding share held by stockholders of record as of November 7, 2010. Fractional shares, if any, were rounded up to the next whole number. There was no change in the par value of the Common Shares. All stock amounts have been retroactively restated to reflect the forward split.

On July 12, 2011, the Company established a 100% owned subsidiary, Finder Plata S.A. de C.V. ("Finder Plata" ) for the conduct of the Company's business in Mexico.

Our primary key market priority will be to develop our Los Amoles, Jalisco, Ayones, Corazon and Liz, Mexico properties in order to determine whether they possess commercially exploitable quantities of gold, silver, and other metals. We cannot guarantee that the Los Amoles, Jalisco, Ayones, Corazon and Liz, Mexico properties will be successful or that any project that we embark upon will be successful. Our goal is to build our Company into a successful mineral exploration and development Company.

Another key market priority is to consider a listing on the TSXV Exchange in Canada.

Primary Market Risks

We are exposed to various risks related to the volatility of the price of silver, our reserve estimates, operating as a going concern, unique difficulties and uncertainties in mining exploration ventures, our need for additional financing, and a volatile market price for our common stock. These risks and uncertainties are discussed in more detail below in this item.

Results of Operations

The following table presents certain consolidated statement of operations
information and presentation of that data as a percentage of change from
period-to-period.

(dollars in thousands)

For the three months ended May 31, 2012 compared to the three months ended May
31, 2011

                                                     Three Months Ended May 31,
                                             2012     2011     $Variance     % Variance

Revenue                                    $    -   $    -   $         -
Cost of sales                                   -        -             -
Gross profit                                    -        -             -
General and administrative expenses            89      163           (74 )        45.4%
Exploration expenses                          434       27           407       -1507.4%
Operating loss                               (523 )   (190 )        (333 )      -175.3%
Other income (expense):

                     Interest expense         (14 )   (201 )         187          93.0%
                     Foreign exchange gain      -        1            (1 )       100.0%
Total other expense                           (14 )   (200 )         186          93.0%
Net loss                                     (537 )   (390 )        (147 )       -37.7%

We have not generated any revenues during the three month periods ended May 31, 2012 and May 31, 2011.

We acquired the Los Amoles, Jalisco, Ayones and Corazon, Mexico properties in order to determine whether they possess commercially exploitable quantities of gold, silver, and other metals.

General and administrative expenses for the three month period ended May 31, 2012 decreased $74,000 to $89,000 as compared to $163,000 for the three month period ended May 31, 2011.

Exploration expenses for the three month period ended May 31, 2012 increased $407,000 to $434,000 as compared to $27,000 for the three month period ended May 31, 2011. The increase in exploration expenses was primarily attributable to non-cash exploration expenses of $400,000

Net loss for the three months ended May 31, 2012 was $537,000 as compared to a net loss of $390,000 for the three months ended May 31, 2011. The loss was primarily attributable to non-cash expenses of $443,000.

2011

                                                      Six Months Ended May 31,
                                             2012     2011     $Variance     % Variance

Revenue                                    $    -   $    -   $         -
Cost of sales                                   -        -             -
Gross profit                                    -        -             -
General and administrative expenses           243      269           (26 )         9.7%
Exploration expenses                          451       36           415       -1152.8%
Operating loss                               (694 )   (305 )        (389 )      -127.5%
Other income (expense):

                     Interest expense        (137 )   (201 )          64          31.8%
                     Foreign exchange gain      -        1            (1 )       100.0%
Total other expense                          (137 )   (200 )          63          31.5%
Net loss                                     (831 )   (505 )        (326 )       -64.6%

We have not generated any revenues during the three month periods ended May 31, 2012 and May 31, 2011.

We acquired the Los Amoles, Jalisco, Ayones and Corazon, Mexico properties in order to determine whether they possess commercially exploitable quantities of gold, silver, and other metals.

General and administrative expenses for the six month period ended May 31, 2012 decreased $74,000 to $89,000 as compared to $163,000 for the six month period ended May 31, 2011.

Exploration expenses for the six month period ended May 31, 2012 increased $407,000 to $434,000 as compared to $27,000 for the six month period ended May 31, 2011. The increase in exploration expenses was primarily attributable to non-cash exploration expenses of $400,000.

Net loss for the six months ended May 31, 2012 was $831,000 as compared to a net loss of $505,000 for the six months ended May 31, 201.1 The loss was primarily attributable to non-cash expenses of $592,000.

Liquidity and Capital Resources

As of May 31, 2012, we had cash of $642,758 and working capital of $684,052 as compared to cash of $62,095 and a working capital deficit of $335,538 as of November 30, 2011. This increase in our working capital is primarily due to the conversion of convertible debentures to equity for exploration expenses related to Los Amoles and Corazon properties and common stock issued for private placement for cash. We have incurred operating losses since inception, and this is likely to continue until we mine the Corazon property.

We require funds to enable us to address our minimum current and ongoing expenses. Presently, we do not generate any revenue and expect to incur significant operating and capital expenses. Management projects that we may require an additional approximately $1,833,300 to fund our operating expenditures for the next twelve month period for the Los Amoles, Jalisco, Ayones and Corazon, Mexico properties. Details are as follows:

        Estimated Funding Required During the Next 12 Months

                            Expenditures                           Amount
        Mining exploration expenses                          $  1,433,300
        Future property acquisitions                                    -
        General and administration expenses                       400,000
           Total                                             $  1,833,300

Operating Activities

Net cash used in operating activities for the six month period ended May 31, 2012 was $277,967, compared with net cash used of $226,569 for the six month period ended May 31, 2011. This amount was primarily related to a net loss of $831,086, offset by non-cash expenses of $592,046.

Investing Activities

Net cash used in investing activities for the six month period ended May 31, 2012 was $95,760. This related to an option payment for the Ayones properties.

Financing Activities

Net cash provided by financing activities for the six month period ended May 31, 2012 was $945,000. This is primarily due to the issuance of a convertible demand promissory note for $205,000 and the issuance of common stock for $740,000.

We must raise additional funds or achieve profitable operations in order to continue as a going concern. We may not be successful in our efforts to raise additional funds. Even if we are able to raise additional funds through the sale of our securities or through the issuance of debt securities, or loans from our director or financial institutions, our cash needs could be greater than anticipated in which case we could be forced to raise additional capital. At the present time, we have no commitments for any additional financing, and there can be no assurance that, if needed, additional capital will be available to us on commercially acceptable terms or at all.

These conditions raise substantial doubt as to our ability to continue as a going concern, which may make it more difficult for us to raise additional capital when needed. If we cannot get the needed capital, we may have to curtail or cease our operations.

The Company's unaudited contractual cash obligations as of May 31, 2012 are summarized in the table below:

                                       Less Than                                 Greater Than
   Contractual Cash        Total        1 Year       1-3 Years     3-5 Years       5 Years
     Obligations
Operating leases       $         0   $         0   $         0   $         0   $            0
Capital lease                    0             0             0             0                0
obligations
Note payable                     0             0             0             0                0
Mining expenditures      8,803,300     1,433,300     4,835,000     2,535,000                0
Acquisitions                     0             0             0             0                0
                       $ 8,803,300   $ 1,433,300   $ 4,835,000   $ 2,535,000   $            0

We have no 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.

Critical Accounting Policies

The application of GAAP involves the exercise of varying degrees of judgment. On an ongoing basis, we evaluate our estimates and judgments based on historical experience and various other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions. We believe that of our significant accounting policies (see summary of significant accounting policies more fully described in Note 2 to the financial statements set forth in this report), the following policies involve a higher degree of judgment and/or complexity:

Foreign Currency Translation

The Company maintains its accounting records in U.S. Dollars. Our Finder Plata records are maintained in Mexican Pesos. At the transaction date, each asset, liability, revenue and expense involving foreign currencies is translated into U.S. dollars by the use of the exchange rate in effect at that date. At the period end, monetary assets and liabilities involving foreign currencies are re-measured by using the exchange rate in effect at that date. The resulting foreign exchange gains and losses are included in operations. The Company's currency exposure is insignificant and immaterial and we do not use derivative instruments to reduce our potential exposure to foreign currency risk.

Mineral Property Rights Acquisition and Exploration and Development Expenditures

Costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property, plant and equipment costs, to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs is based upon expected future cash flows and/or estimated salvage value in accordance with ASC 360, Accounting for Impairment or Disposal of Long-Lived Assets.

Stock-Based Compensation

The Company adopted ASC 718, Compensation - Stock-Based Compensation, to account for its stock options and similar equity instruments issued. Accordingly, compensation costs attributable to stock options or similar equity instruments granted are measured at the fair value at the grant date, and expensed over the expected vesting period. ASC 718 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.

Impairment of Long-lived Assets

Long-lived assets are reviewed for impairment in accordance with FASB ASC 360, Property, Plant, and Equipment. Under FASB ASC 360, these assets are tested for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. An impairment charge is recognized for the amount, if any, when the carrying value of the asset exceeds the fair value. As of May 31, 2012, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Due to the uncertainty of our ability to meet our current operating and capital expenses, in their report on the annual financial statements for the year ended November 30, 2011, 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.

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon obtaining further financing. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There are no assurances that we will be able to obtain further funds required for our continued operations or for our entry into the mining exploration and development industry. We are pursuing various financing alternatives to meet our immediate and long-term financial requirements. There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due.