ELRE 10-Q Quarterly Report June 30, 2010

YINFU GOLD CORP.

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10-Q 1 f10q_081310.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

_______________

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________.

ELEMENT92 RESOURCES, CORP.

(Exact name of registrant as specified in Charter)

WYOMING	333-152242	20-8531222
(State or other jurisdiction of	(Commission File No.	(IRS Employee
incorporation or organization)		Identification No.)

Level 19, Two International Finance Centre, 8 Finance St., Central, Hong Kong

(Address of Principal Executive Offices)

( 852) 2251 1695

(Issuer Telephone number)

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer 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 is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “accelerated filer” and “large accelerated filer” in Rule 12b-2 of the Exchange Act (Check one):

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 o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of June 30, 2010: 88,047,000 shares of Common Stock.

ELEMENT92 RESOURCES CORP.

FORM 10-Q

June 30, 2010

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.

Financial Statements

Balance Sheet F-1

Statement of Operations F-2

Statement of Stockholders’ Equity F-3

Statement of Cash Flows F-4

Notes to the Financial Statements F-5

Item 2.

Management’s Discussion and Analysis of Financial Condition

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Control and Procedures

PART II-- OTHER INFORMATION

Item 1.

Legal Proceedings

Item 1A.

Risk Factors

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Defaults Upon Senior Securities

Item 4.

Submission of Matters to a Vote of Security Holders

Item 5.

Other Information

Item 6.

Exhibits and Reports on Form 8-K

SIGNATURES

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

BALANCE SHEETS

(UNAUDITED)

	As of
	June 30, 2010	March 31, 2010
	USD	USD
ASSETS

Non-Current Assets
Investment in Legarleon Precious Metals Limited (Note 4)	3,458,700	-
Investment in Joyous Fame International Limited (Note 4)	78,795,000	-
	82,253,700	-

Current Assets
Cash and cash equivalents	4,867	5,231
Prepaid expenses	5,000	5,000
	9,867	10,231

LIABILITIES
Current Liabilities
Accounts payable	401,526	16,000
Due to related party (Note 5)	46,675	48,746
	448,201	64,746

Net Current Liabilities	438,334	(54,515)

Net Assets	81,815,366	(54,515)

SHAREHOLDERS' EQUITY

Common stock
Authorized: 1,000,000,000 shares, par value $0.001;
Issued and outstanding: 87,146,0000 and 9,248,000 respectively	81,746	3,848
(Note 6)
Additional paid-in capital	83,099,154	614,352

Deficit accumulated during the exploration stage	(1,365,534)	(672,715)

Total Shareholders' Equity	81,815,366	(54,515)

Approved By The Board:

Daniel S. McKinney	Wilson Huang Dong-sheng
President, Chief Executive Officer, Secretary, Director	Chairman, Director

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

FOR THE THREE MONTH ENDED JUNE 30, 2010 AND 2009 AND FOR THE PERIOD

SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO JUNE 30, 2010

(UNAUDITED)


	For the Three Month Ended				September 1, 2005 (Date of Inception) to
	June 30, 2010		June 30, 2009		June 30, 2010
	USD		USD		USD

Administrative Expenses
Bank charges and interest		48		23		315
Consulting		315,833		3,000		567,833
Mineral property interests		-		-		138,047
Office expenses		313		96		1,851
Professional fees		32,595		15,550		89,531
Shareholder information		321,033		155		533,556
Transfer agent and regulatory fees		2,997		833		14,401
Traveling		20,000		-		20,000

Loss for the period		692,819		19,657		1,365,534

Deficit , beginning of period		672,715		226,007		-

Deficit , end of period		1,365,534		245,664		1,365,534

Basic and diluted loss per share		0.03		0.00

Weighted average number of shares
issued and outstanding - basic and diluted		22,626,022		7,656,000

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

FOR THE THREE MONTH ENDED JUNE 30, 2010 AND 2009 AND FOR THE PERIOD

SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO JUNE 30, 2010

(UNAUDITED)


	For the Three Month Ended						September 1, 2005 (Date of Inception) to
	June 30, 2010			June 30, 2009			June 30, 2010

Cash flows from (used in) operating activities
Loss for the period		(692,819	)		(19,657	)		(1,365,534	)
Adjustments to reconcile net loss to net cash used in operating activities:
Impairment of mineral property costs		-			-			100,000
Investment in Legarleon Precious Metals Limited		(3,458,700	)		-			(3,458,700	)
Investment in Joyous Fame International Limited		(78,795,000	)		-			(78,795,000	)
Decrease in accounts payable and accrued liabilities		370,477			-			370,477
(Increase) decrease in prepaid expenses		-			-			(5,000	)

Net cash used in operating activities		(82,576,042	)		(19,657	)		(83,153,757	)

Cash flows from financing activities
Advances from related party		12,978			15,000			77,724
Shares issued for debt and/ or services		309,000			3,000			748,500
Shares issued for acquisition		82,253,700			-			82,253,700
Shares issued for cash		-			-			78,700

Net cash provided by financing activities		82,575,678			18,000			83,158,624

Increase (decrease) in cash and cash equivalents		(364	)		(1,657	)		4,867

Cash and cash equivalents , beginning of period		5,231			5,890			-

Cash and cash equivalents , end of period		4,867			4,233			4,867

ELEMENT92 RESOURCES CORP.

(An Exploration Stage Company)

STATEMENTS OF STOCKHOLDERS’ EQUITY

FOR THE PERIOD SEPTEMBER 1, 2005 (DATE OF INCEPTION) TO JUNE 30, 2010

(UNAUDITED)

							Deficit
							Accumulated
	Number				Additional		During the
	of				Paid-In		Exploration
	Shares		Par Value		Capital		Stage			Total
			USD		USD		USD			USD

Balance, March 31, 2006		5,000,000		5		495		(500	)		-

Issued for services @ $0.001		500,000		500		4,500		-			5,000
Issued for services @ $0.10		50,000		500		4,500		-			5,000
Issued for mineral interest @ $0.001		500,000		500		49,500		-			50,000
Net loss for the year		-		-		-		(62,833	)		(62,833	)

Balance, March 31, 2007		6,050,000		1,505		58,995		(63,333	)		(2,833	)

Issued for cash at $0.10		782,000		782		77,418		-			78,200
Issued for services @ $0.10		200,000		200		19,800		-			20,000
Issued for mineral interest @ $0.001		20,000		20		1,980		-			2,000
Net loss for the year		-		-		-		(60,504	)		(60,504	)

Balance, March 31, 2008		7,052,000		2,507		158,193		(123,837	)		36,863

Issued for mineral interest @ $0.001		500,000		500		49,500		-			50,000
Issued for debt @ $0.25		104,000		104		25,896		-			26,000
Net loss for the year		-		-		-		(102,170	)		(102,170	)

Balance, March 31, 2009		7,656,000		3,111		233,589		(226,007	)		10,693

Issued for services @ $1.03		200,000		200		205,800		-			206,000
Issued for services @ $0.25		442,000		442		80,058		-			80,500
Issued for services @ $0.10		950,000		95		94,905		-			95,000
Net loss for the year		-		-		-		(446,708	)		(446,708	)

Balance, March 31, 2010		9,248,000		3,848		614,352		(672,715	)		(54,515	)


Issued for services @ $1.03		300,000		300		308,700		-			309,000
Issued for acquisition @ $3.15		1,098,000		1,098		3,457,602		-			3,458,700
Issued for acquisition @ $1.03		76,500,000		76,500		78,718,500		-			78,795,000
Net loss for the period		-		-		-		(692,819	)		(692,819	)


Balance, June 30, 2010		87,146,000		81,746		83,099,154		(1,365,534	)		81,815,366

1. NATURE OF OPERATIONS AND GOING CONCERN

The Company was incorporated on September 1, 2005 in the State of Wyoming under the name Ace Lock & Security, Inc. and on March 3, 2007 changed its name to Element92 Resources Corp. On July 20, 2010, the Company changed the name to Yinfu Gold Corporation. The Company is an Exploration Stage Company, as defined by Statement of Financial Accounting Standard (“SFAS”) No.7 “Accounting and Reporting by Development Stage Enterprises”. The Company’s principal business plan is to acquire, explore and develop mineral properties and ultimately seek earnings by exploiting mineral claims.

The Company’s major activities are the acquisition and exploration of mineral interests and the production therefrom. The recoverability of amounts shown for mineral interests and their related deferred exploration expenditures is dependent upon the discovery of economically recoverable reserves. The Company does not generate sufficient cash flow from operations to adequately fund its exploration activities, and has therefore relied principally upon the issuance of securities for financing. The Company intends to continue relying upon the issuance of securities to finance its operations and exploration activities to the extent such instruments are issuable under terms acceptable to the Company.

The Company’s financial statements are presented on a going concern basis, which assumes that the Company will continue to realize its assets and discharge its liabilities in the normal course of operations.

As of June 30, 2010, the Company has a working capital deficit of US$438,334 and has incurred losses totaling US$1,365,534. If future financing is unavailable, the Company may not be able to meet its ongoing obligations, in which case the realizable values of its assets may decline materially from current estimates. The Company plans to improve its financial condition by obtaining new financing.

2. SIGNIFICANT ACCOUNTING POLICIES

a) Basis of Presentation

These financial statements and related notes are prepared in conformity with accounting principles generally accepted in the United States and are expressed in U.S. dollars. The Company’s fiscal year-end is March 31. The Company will only consolidate investments once control of the management of the investment concerned has been placed in the hands of the Company’s management.

b) Use of Estimates

The preparation of financial statements in accordance with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses in the reporting period.

The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources.

The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

d) Financial Instruments

The fair values of financial instruments, which include cash, accounts payable and due to related parties were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company is not exposed to significant interest rate, currency exchange rate or credit risk arising from these financial instruments.

e) Mineral Property Costs

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets” . The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

f) Basic and Diluted Net Income (Loss) Per Share

The Company computes net income (loss) per share in accordance with SFAS No. 128, "Earnings per Share" which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive. Shares underlying these securities totaled 87,146,000 as at June 30, 2010 (9,248,000 as at March 31, 2010).

3. MINERAL INTERESTS

On March 30, 2007, the Company was granted an option to acquire a 100% interest in mineral claims located in the Huddersfield Township and Clapham Township, in the Province of Quebec, Canada. Under the terms of the option agreement, the Company was to make cash payments of US$45,000 in various stages as follows: US$10,000 on execution of option agreement (paid), US$15,000 on or before April 30, 2008 (paid); and US$20,000 on or before November 30, 2009. The Company was also to issue 1,500,000 shares in various stages as follows: 500,000 common shares upon execution of option agreement (issued), 500,000 common shares on or before April 30, 2008 (issued); and 500,000 common shares on or before November 30, 2009. On December 15, 2009, following discussions between the Optionor and the Company and based on the progress of the Company, the Optionor has agreed to forgive both the outstanding cash payment of US$20,000 and the issuance of the final 500,000 shares. The Company was to incur exploration expenditures of not less than US$10,000 or US$1,250 per claim on eight of its claims, on or before November 30, 2008 (completed) not less than US$7,500 on the remaining six claims on or before July 15, 2010. Exploration expenditures incurred any date in excess of

the minimum required to be incurred by such date to maintain the Claims interest, shall carry forward to the following period. If any of the minimum exploration expenditures have not been incurred for the immediately preceding year, the Company may maintain its interest in the claims by paying the deficiency in cash to the Province of Quebec within two months of the close of the period in which the deficiency occurred, and such payment shall be deemed to be exploration expenditures incurred by the Company for the purposes of the option agreement.

4. INVESTMENTS

On June 1, 2010 and June 11, 2010, the Company acquired 100% equity interest of Joyous Fame International Limited at the carrying value US$ 78,795,000 and 28% equity interest of Legarleon Precious Metals Limited at the carrying value of US$ 3,458,700.

In the quarter ended June 30, 2010, the Company’s management had not exercised control over these investments and thus, they have been recorded as investments made by the Company rather than related and/or subsidiaries. Thus, no consolidation of the results of these investments has been during the quarter ended June 30, 2010. Such investments are carried at cost.

5. RELATED PARTY TRANSACTIONS

During the three month ended June 30, 2010, the following were paid or accrued to persons having a 10% or greater interest in the Company and to a company controlled a director and officer of the Company.

	For the Three Month Ended June 30
	2010		2009
	USD		USD
Consulting fee to Geoffrey Armstrong		315,833		3,000
Monies owed to a Daniel S. Mckinney		20,000		-

	As of June 30		As of March 31
		2010		2010
	USD		USD
Due to related party Yinfu International Group Limited		46,675		48,746

Mr. Geoffrey Armstrong was the director of the board of the Company as of June 30, 2009 and resigned on April 5, 2010.

6. COMMON STOCK

The Company is currently authorized to issue 1,000,000,000 shares of common stock with a par value of US$0.001 per share. All shares have equal voting rights and have one vote per share. Voting are rights are not cumulative and, therefore, the holders of more than 50% of the common stock, if they choose to do so, elect all of the directors of the Company.

During the year ended March 31, 2006, the Company issued 5,000 shares for cash proceeds of US$500. The shares were subsequently split 1,000 for 1, thereby at March 31, 2006 the Company had 5,000,000 shares of common stock outstanding.

During the year ended March 31, 2007, the Company issued 500,000 shares for consulting services at a deemed price of US$0.01 per share for total consideration of US$5,000. The Company issued 50,000

shares for accounting services at a deemed price of US$0.10 per share, for total consideration of US$5,000. As well, the Company issued 500,000 shares at a deemed price of US$0.10 per share for property acquisition.

During the year ended March 31, 2008, the Company raised US$78,200 from the sale of shares at US$0.10 per share, a total of 782,000 shares were issued. The Company issued 200,000 shares at a deemed price of US$0.10 per share for consulting fees. The Company issued 20,000 shares at a deemed price of US$0.10 per share for referral fee with regards to the Quebec property option.

During the year ended March 31, 2009, the Company issued 500,000 shares at a deemed price of US$0.10 per share as per the property acquisition agreement dated March 31, 2007. On September 30, 2008, the Company settled US$20,000 of debt at a deemed price of US$0.25 per share. The 80,000 shares were issued to a director of the Company. On December 31, 2008, the Company settled US$3,000 of debt at a deemed price of US$0.25 per share. The 12,000 shares were issued to a director of the Company. On March 31, 2009, the Company settled US$3,000 of debt at a deemed price of US$0.25 per share. The 12,000 shares were issued to a director of the Company.

During the year ended March 31, 2010, the Company issued 12,000 shares at a deemed price of US$0.25 to settle US$3,000 of debt (due to an administrative error, shares to be issued for settlement of debt were not issued. The Company has rebooked the payable and decreased share capital). On July 30, 2009, the Company issued 950,000 shares, at a deemed price of US$0.10 per share, for services rendered by a corporation held by a director of the Company. On September 15, 2009, the Company issued 200,000 shares, at a deemed price of US$0.10 per share, for non-payment of advanced funds. On November 4, 2009, the Company issued 230,000 restricted shares to an employee and owner of more than 10% of the Company’s issued and outstanding shares for services. On January 25, 2010, the Company issued 200,000 restricted shares at a deemed price of US$1.03 to a consultant for investor relation services.

On January 26, 2010, the Company issued 76,500,000 shares at a deemed price of US$3.15, for the acquisition of 100% of Joyous Fame International Limited. During the period ended June 30, 2010, the Company issued 300,000 shares at a deemed price of US$1.03 to a consultant for investor relation services. On May 13, 2010, the Company issued 1,098,000 shares at a deemed price of US$3.15 for the acquisition of a 28% equity interest in Legarleon Precious Metals Limited.

As at June 30, 2010, the Company has not granted any incentive stock options.

7. INCOME TAXES

A. Income Tax Provision

Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. The provision for income taxes differs from the result which would be obtained by applying the statutory income tax rate of 34% (2009 – 34%) to income before income taxes.


	For the Three Month Ended						September 1, 2005 (Date of Inception) to
	June 30, 2010			June 30, 2009			June 30, 2010
	USD			USD			USD

Net operating loss		692,819			19,657			1,365,534

Increase in valuation allowance		(692,819	)		(19,657	)		(1,365,534	)

Net deffered tax asset		-			-			-

B. Significant components of the Company’s deferred income tax assets are as follows:


	For the Three Month Ended						September 1, 2005 (Date of Inception) to
	June 30, 2010			June 30, 2009			March 31, 2010
	USD			USD			USD

Operating loss carried forward		672,715			226,007			-
Operating loss for the period		692,819			19,657			1,365,534

		1,365,534			245,664			1,365,534

Statutory tax rate		34	%		34	%		34	%

Net deferred tax asset		-			-			-

Valuation allowance		(1,365,534	)		(245,664	)		(1,365,534	)

C. The Company has incurred operating losses of US$1,365,534 which, if unutilized, will expire through to 2031. Future tax benefits, which may arise as a result of these losses, 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 expiration date of the operating loss carry forwards:

Income Tax Operating Losses Carried Forward
		Amount	Expiration Date

	$	500	2026
		62,833	2027
		60,504	2028
		102,170	2029
		446,708	2030
		692,819	2031
	$	1,365,534

9. COMMITMENTS

On March 1, 2009, the Company entered into a consulting agreement with Capital Path Securities, LLC, (“CPS”) of Rocky Point, New York. CPS will be the Company’s investment banker providing advice relating to corporate finance matters, developing a network of traders making markets in the Company’s securities, presenting the Company to broker dealers interested in retailing the Company’s securities, and other financial consulting and/or investment banking services as needed by the Company. Services are payable when rendered by CPS, a retainer of US$5,000 has been paid to CPS. The retainer will be increased upon additional financing or generation of income.

On December 1, 2009, the Company reviewed the Executive Services Agreement (the “Agreement”) dated February 28, 2007, between the Company and Geoffrey Armstrong, an Officer and Director of the Company (the Executive”). As of December 1, 2009, the Company has increased the monthly remuneration of the Executive to US$5,000 per month and extended the Expiration Date of the Agreement from February 28, 2012 to February 28, 2014. Although Mr. Armstrong abstained from voting on the changes, the transaction cannot be considered as an arms length transaction.

10. SUBSEQUENT EVENTS

On June 29, 2010, the Company has closed on the acquisition of an additional 23% interest in Legarleon Precious Metal Ltd. (“LPM”), bring the Company’s interest in LPM to a majority interest total 51%. On July 12, 2010, the Company had obtained the controlling equity interest accordingly.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Plan of Operation

We were incorporated in the State of Wyoming as a for-profit company on September 1, 2005 and established a fiscal year at the end of March 31. Element92 Resources was incorporated under the laws of the State of Wyoming as Ace Lock & Security. On March 5, 2007, we filed a Certificate of Amendment with the Wyoming Secretary of State changing our name to Element92 Resources Corp. and increasing our authorized capital to 100,000,000 common shares. Element92 Resources Corp. is a start-up, exploration stage company engaged in the search for commercially viable minerals, most notably, uranium. We have optioned 14 mineral claims in the Province of Quebec, Canada. We have no property other than an option to acquire the claims. There is no assurance that a commercially viable mineral deposit exists on our claims or can be shown to exist until sufficient and appropriate exploration is done and a comprehensive evaluation of such work concludes economic and legal feasibility. The Company will proceed only if minerals are found and their extraction be deemed economically feasible.

The Company will continue to manage its operations and cash resources in a manner consistent with its expectation that it will only be able to satisfy cash requirements through fiscal 2009 through loans, through an equity offering or by a suitable joint venture. The main operating costs for the Company include:

Required work program on the Quebec Claims: To date a total of US$11,047 has been spent on exploration work on 8 of the claims. We were scheduled to conduct a work program costing a minimum of US$1,250 on an additional 3 of the 14 optioned claims by July 15, 2009, but this has been moved to February 1, 2011. The work will consist of grid emplacement, concentrated geological mapping and sampling and geophysical surveys.

2.	The Company will have to conduct exploration work to better define the size of possible ore bodies in the Rongcheng Longmao operation, but at this time, it is impossible to determine the full cost of such a program.

3.	The Company plans to increase the operating capacity of the mine and processing plant at Penglai Huwei, but at this time, it is not possible to determine the full cost of such a plan.

There are no significant capital equipment purchases expected during the next 12 months over and above planned requirements as currently comprised within the Company's business plan. The Company will add up to 3 part time or as needed employees, trained in geological exploration to manage a short term work program on the claims, subject, however, to the Company's cash resources and operational requirements at the relevant time. We continue to seek a Joint Venture partner to assist is to explore and develop our claims.

The Company will have to initiate an additional equity offering within the next 12 months. In this case, the use of proceeds would center on the acceleration of work on the claims and meeting our general operating costs.

RESULTS OF OPERATIONS

Results Of Operations For The Period From Inception Through March 31, 2007

We have not earned any revenues from the time of our incorporation on September 1, 2005 to March 31, 2007. We do not anticipate earning revenues unless we enter into commercial production on the optioned claims, which is doubtful. We have not commenced the exploration stage of our business and can provide no assurance that we will discover economic mineralization on any of the claims, or if such minerals are discovered, that we will enter into commercial production.

We incurred operating expenses in the amount of US$63,333 for the period from our inception on September 1, 2005 to March 31, 2007. These operating expenses were comprised of mineral property acquisition costs of US$60,000, legal and accounting fees of US$41, bank and interest charges of nil, shareholder information nil, organizational costs of US$2,916 and office and sundry fees of nil.

Results Of Operations For The Period From April 1, 2007 Through March 31, 2008.

We incurred operating expenses in the amount of US$60,504 for the period from March 31, 2007 to March 31, 2008. These operating expenses were comprised of mineral property acquisition costs of US$2,000, legal and accounting fees of US$21,635, bank and interest charges of US$40, shareholder information US$157, organizational costs of US$36,584 and office and sundry fees of US$88.

We have not attained profitable operations and are dependent upon obtaining financing to pursue exploration activities. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Results Of Operations For The Period From April 1, 2008 Through March 31, 2009.

We incurred operating expenses in the amount of US$102,170 this total is comprised of Mineral Property Interest of US$76,047. These Mineral Property Interest consisted of US$50,000 in shares at US$0.10 per share issued to the Optionor of the claims, cash payment of US$15,000 paid to the Optionor and US$11,047 for exploratory work on the claims. Additionally, our operating expenses included Consulting Fees of US$12,000, paid to a Director, in restricted shares at an agreed upon price of US$0.25 per share, US$10,682 in professional fees, bank fees and interest charges of US$3, shareholder information US$102, transfer agent fees of US$2,773 and office and sundry fees of US$563.

Results Of Operations For The Period From April 1, 2009. Through March 31, 2010 .

We incurred operating expenses in the amount of US$446,708 this total is comprised operating expenses including consulting fees of US$200,500, paid in restricted shares, US$24,202 in professional

fees, bank fees and interest charges of US$224, shareholder information US$212,264, transfer agent fees and regulatory fees of US$8,631 and office and sundry fees of US$887.

Results Of Operations For The Period From April 1, 2009. Through March 31, 2010.

We incurred operating expenses in the amount of US$446,708 this total is comprised of operating expenses including consulting fees of US$200,500, paid in restricted shares, US$24,202 in professional fees, bank fees and interest charges of US$224, shareholder information US$212,264, transfer agent fees and regulatory fees of US$8,631 and office and sundry fees of US$887.

Results Of Operations For The Period From April 1, 2010 Through June 30, 2010

We have incurred operating expenses in the amount of US$692,819, this total is comprised of operating expenses including consulting fees of US$315,833, US$32,595 in professional fees, bank fee and interest charges of US$48, shareholder information US$321,033, transfer and regulatory fees of US$2,996, travel of US$20,000 and office expenses of US$313.

Capital Resources and Liquidity

As of June 30, 2010 we had cash and cash equivalents of US$4,867. This cash was as a result of a loan of US$20,000 from a director of the Company and US$46,675 loan from related parties being, Joyous Fame International Group Limited and its subsidiaries, therefore we have very limited capital resources and will rely upon the issuance of common stock to fund expenses including legal and auditing fees, exploration expenses, required payments for our claims and office expenses. Cash and cash equivalents from inception to date have been insufficient to cover expenses involved in starting our business. We will require additional funds to continue to implement our business plan during the next twelve months

We currently do not have enough cash to satisfy our minimum cash requirements for the next twelve months. The Company's financial statements have been presented on the basis that it is a going concern, which contemplates the realization of the mineral properties and other assets and the satisfaction of liabilities in the normal course of business. The Company has incurred losses from inception to June 30, 2010. The Company has not realized economic production from its mineral properties as of June 30, 2010. These factors raise substantial doubt about the Company's ability to continue as a going concern.

Management continues to actively seek additional sources of capital to fund current and future operations. There is no assurance that the Company will be successful in continuing to raise additional capital, establishing probable or proven reserves, or determining if the mineral properties can be mined economically. These financial statements do not include any adjustments that might result from the outcome of these uncertainties. If we are unable to raise a sufficient amount of capital to continue to implement our business plan, we may be forced to pursue a definitive agreement for the acquisition of our Company through a reverse merger.

RECENT ACCOUNTING PRONOUNCEMENTS

Critical Accounting Policies

Our financial statements and related public financial information are based on the application of accounting principles generally accepted in the United States (“GAAP”). GAAP requires the use of estimates; assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenues and expense amounts reported. These estimates can also affect supplemental information contained in our external disclosures including information regarding contingencies, risk and financial condition. We believe our use of estimates and underlying accounting assumptions adhere to GAAP and are consistently and conservatively applied. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results may differ materially from these estimates under different assumptions or conditions. We continue to monitor significant estimates made during the preparation of our financial statements.

Off Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s Chief Executive Officer (“CEO”) and Chief Accounting Officer (“CAO”) (the Company’s principal financial and accounting officer), of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s CEO and CAO concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CAO, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Controls over Financial Reporting

Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of consolidated financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. There has been no change in the Company’s internal control over financial reporting during the quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company’s management, including the Company’s CEO and CAO, does not expect that the Company’s disclosure controls and procedures or the Company’s internal controls will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, 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 the controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of June 30, 2010.

This quarterly report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this quarterly report.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

Item 1A. Risk Factors.

Not required because we are a smaller reporting Company.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports of Form 8-K.

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

31.2 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

(b) Reports of Form 8-K

On June 29, 2010, the Company filed a Current Report on Form 8-K (Entry into a Material Definitive Agreement) reporting that it had hat it has closed on the acquisition of an additional 23% interest in Legarleon Precious Metals, Ltd. (“LPM” or “Legarleon”), bringing the Company’s interest in LPM to a majority interest total of 51%. The Company previously announced the acquisition of a 28% interest in LPM on May 11, 2010. E92R will pay 901,000 restricted shares for the additional 23% stake, bringing the total cost for the full 51% stake in LPM to 1,999,000 restricted shares.

On August 9, 2010 filed a Current Report on Form 8-K (Changes in Company's Certifying Accountant) reporting that it had received formal notice from its auditor, Paula Morelli, CPA P.C. (“Morelli CPA”). that the firm would no longer be representing the Company as its accountant. As of that date, the Company was informed that Morelli CPA was voluntarily resigning as the Company's accounting firm. The resignation of the Company's Certifying Accountant was not the result of any disagreements. Additionally, the Company reported that it had engaged Parker Randall CF (H.K.) CPA Limited, Chartered Accountants as its new independent accountants.

SIGNATURE S

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

/s/ Daniel S. Mckinney

Daniel S. Mckinney

President, Chief Executive Officer, Secretary, Director

Element92 Resources Corp.

Date: August 13, 2010

/s/ Mervyn R. Cragg

Mervyn R. Cragg

Chief Financial Officer

Element92 Resources Corp.

Date: August 13, 2010

TABLE OF CONTENTS

Part I-- Financial Information Item 1. Financial Statements Item 2. Management S Discussion and Analysis Of Financial Condition Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Control and Procedures Part Ii-- Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 3. Defaults Upon Senior Securities Item 4. Submission Of Matters To A Vote Of Security Holders Item 5. Other Information Item 6. Exhibits and Reports on Form 8-k Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 4. Controls and Procedures Part II - Other Information Item 6. Exhibits and Reports Of Form 8-k

ELRE 10-Q Quarter ended June 30, 2010