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:

? our plan of operations;

? our future exploration programs and results;

? our expectations regarding the impact of various accounting policies;

? our future capital expenditures; and

? 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:

? risks and uncertainties relating to the interpretation of sampling results, the geology, grade and continuity of mineral deposits;

? risks and uncertainties that results of initial sampling and mapping will not be consistent with our expectations;

? mining and development risks, including risks related to accidents, equipment breakdowns, labor disputes or other unanticipated difficulties with or interruptions in production;

? the potential for delays in exploration activities; risks related to the inherent uncertainty of cost estimates and the potential for unexpected costs and expenses;

? risks related to commodity price fluctuations;

? the uncertainty of profitability based upon our limited history;

? risks related to failure to obtain adequate financing on a timely basis and on acceptable terms for our planned exploration project;

? risks related to environmental regulation and liability;

? 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;

? risks related to tax assessments;

? political and regulatory risks associated with mining development and exploration; and

? 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.

Plan of Operation

We are a mining exploration company focused on the acquisition and development of prospective silver opportunities in Mexico. We have mining option agreements in (i) the Los Amoles Property consisting of 1,630 hectares located in Sonora;
(ii) the Jalisco Group of Properties, consisting of mining claims totaling 5,240 hectares located in Jalisco; (iii) the Ayones Group of Properties consisting of numerous mining claims totaling 48 hectares in Jalisco; and (iv) the five mining concessions on 721 hectares surrounding the Ayones Group of Properties, called the Corazon Property. We have a letter of intent with 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 2013.

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 if the Company is able to mine the Corazon property and the reserve estimate proves to be accurate.

We are currently in the development stage as defined in ASC 915 "Accounting and Reporting for Development Stage Enterprises" and have minimal operations.

We have incurred a cumulative net loss since inception on December 3, 2007 to November 30, 2012 of $2,197,169 and have no source of operating revenue. While our management believes that we 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 contemplates our continuation as a going concern. We have not established a source of revenues sufficient to cover its operating costs, and as such, have incurred an operating loss since inception. Further, as of November 30, 2012, we have working capital of $347,000. These and other factors raise doubt about our 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.

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

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 year ended November 30, 2012 compared to the year ended November 30,

2011

                                                    Year Ended November 30,
                                       2012        2011       $ Variance       % Variance

Revenue                               $    -     $      -     $         -
Cost of sales                              -            -               -
Gross profit                               -            -               -
General and administrative expenses      277          558            (281 )           50.4 %
Exploration expenses                     520          185             335           -100.0 %
Operating loss                          (797 )       (743 )           (54 )           -7.3 %
Other income (expense):

Interest expense                        (138 )       (412 )           274             66.5 %
Foreign exchange gain                      -            1              (1 )         -100.0 %
Total other expense                     (138 )       (411 )           273             66.4 %
Net loss                                (935 )     (1,154 )           219             19.0 %

We have not generated any revenues during the year ended November 30, 2012 and 2011.

We acquired mining option agreements with 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 year ended November 30, 2012 decreased $281,000 to $277,000 as compared to $558,000 for the year ended November 30, 2011.

Exploration expenses for the year ended November 30, 2012 increased $335,000 to $520,000 as compared to $185,000 for the year ended November 30, 2011.

Net loss for the year ended November 30, 2012 was $935,000 as compared to a net loss of $1,154,000 for the year ended November 30, 2011.

Liquidity and Capital Resources

As of November 30, 2012, we had cash of $293,000 and working capital of $347,000. This increase in our working capital is primarily due to the issuance of common stock and convertible debentures 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 $4,584,250 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:

Expenditures                            Amount

Mining exploration expenses           $ 4,296,250
General and administration expenses       288,000
Total                                 $ 4,584,250

Operating Activities

Net cash used in operating activities for the year ended November 30, 2012 was $476,000, compared with net cash used of $620,000 for the year ended November 30, 2011. This amount was primarily related to a net loss of $935,000, offset by non-cash expenses of $510,000.

Investing Activities

Net cash used in investing activities for the year ended November 30, 2012 was $271,000. This related to option payments for our Mexican properties.

Financing Activities

Net cash provided by financing activities for the year ended November 30, 2012 was $945,000. This is primarily due to the issuance of convertible demand promissory notes 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 November 30, 2012 are summarized in the table below:

                                                   Less Than                                       Greater Than
Contractual Cash Obligations         Total          1 Year         1-3 Years       3-5 Years         5 Years

Operating leases                  $         0     $         0     $         0     $         0     $            0
Capital lease obligations                   0               0               0               0                  0
Note payable                                0               0               0               0                  0
Mining expenditures                 8,545,250       4,296,250       2,249,000       2,000,000                  0
Acquisitions                                0               0               0               0                  0
                                  $ 8,545,250     $ 4,296,250     $ 2,249,000     $ 2,000,000     $            0

Off-Balance Sheet Arrangements

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

We maintain our 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. Our 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 November 30, 2012, no events or circumstances occurred for which an evaluation of the recoverability of long-lived assets was required.

Going Concern

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, 2012, 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.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have no investments in any market risk sensitive instruments either held for trading purposes or entered into for other than trading purposes.