ZDPY 10-Q Quarterly Report March 31, 2012

ZONED PROPERTIES, INC.

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10-Q 1 vanguardmin10q.htm VANGUARD MINERALS CORPORATION 10Q 2012-03-31 vanguardmin10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended March 31, 2012

[ ] Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period __________ to __________

Commission File Number 000-51640

VANGUARD MINERALS CORPORATION

(formerly Knewtrino, Inc.)

(Exact name of small Business Issuer as specified in its charter)

NEVADA	Nil
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

2700 Glen Point Circle RICHMOND, VA	23233
(Address of principal executive offices)	(Zip Code)

Issuer’s telephone number, including area code:	804-767-7154

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

[X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer [ ]	Accelerated Filer [ ]
Non Accelerated Filer [ ] (Do not check if smaller reporting company)
Smaller Reporting Company [ X]

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of May 12, 2012, the Company had 1,619,444 shares issued and outstanding.

TABLE OF CONTENTS

		Page
PART I - FINANCIAL INFORMATION

Item 1:	Financial Statements		3

Item 2:	Plan of Operation		13

Item 3:	Quantitative and Qualitative Disclosures about Market Risk		19

Item 4:	Controls and Procedures		19

PART II - OTHER INFORMATION

Item 1:	Legal Proceedings		20

Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds		20

Item 3:	Defaults Upon Senior Securities		21

Item 4:	Submission of Matters to a Vote of Security Holders		21

Item 5:	Other Information		21

Item 6:	Exhibits		22

PART I - FINANCIAL INFORMATION

Item 1. FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that can be expected for the year ending December 31, 2012.

The following financial statements of Vanguard Minerals Corporation (the “Company”) are included with this Quarterly Report on Form 10-Q:

(a)

Balance sheets as of March 31, 2012 and December 31, 2011 (unaudited);

	(b)	Statements of operations for the three month periods ended March 31, 2012 and 2011 and for the period from August 25, 2003 (inception) to March 31, 2012 (unaudited);

	(c)	Statements of stockholders’ equity (deficit) for the period from August 25, 2003 (inception) to March 31, 2012 (unaudited);

(d)

Statements of cash flows for the three months ended March 31, 2012 and 2011 and for the period from August 25, 2003 (inception) to March 31, 2012 (unaudited);

(e)

Notes to the financial statements.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

FINANCIAL STATEMENTS

MARCH 31, 2012

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS (unaudited)

AS OF MARCH 31, 2012 AND 2011

	March 31, 2012			December 31, 2011
ASSETS
Current assets
Cash and cash equivalents	$	-		$	-

Other assets
Investment in securities, net of impairment of $1,020,000 in 2010		-			-

Total Assets	$	-		$	-

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Liabilities
Current liabilities
Accounts payable and accrued expenses	$	198,464		$	196,464
Due to related parties		-			-
Total Liabilities		198,464			196,464

Stockholders’ Equity (Deficit)
Common stock, par value $0.001, 500,000,000 shares authorized, 1,619,444 shares issued and outstanding		1,619			1,619
Additional paid in capital		5,631,707			5,631,707
Subscription receivable		(250,000	)		(250,000	)
Stock warrants		-			-
Deficit accumulated during the exploration stage		(5,581,790	)		(5,579,790	)
Total Stockholders’ Equity (Deficit)		(198,464	)		(196,464	)

Total Liabilities and Stockholders' Equity (Deficit)	$	-		$	-

The accompanying notes are an integral part of these financial statements.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

PERIOD FROM AUGUST 25, 2003 (INCEPTION) TO MARCH 31, 2012

	Three Months Ended March 31, 2012			Three Months Ended March 31, 2011			Period from August 25, 2003 (Inception) To March 31, 2012

REVENUES	$	-		$	-		$	163,500

OPERATING EXPENSES
General and administrative		2,000			1,545			542,747
Exploration costs		-			-			3,839,954
Wages and benefits		-			-			185,526
Product development		-			-			270,086
Rent and Utilities		-			-			83,606
Depreciation		-			-			8,578
TOTAL OPERATING EXPENSES		2,000			1,545			4,930,497

INCOME (LOSS) FROM OPERATIONS		(2,000	)		(1,545	)		(4,766,997	)

OTHER INCOME (LOSS)
Impairment of investment in securities		-			-			(1,020,000	)
Rescission of investment in securities		-			-			1,020,000
Other income (expense)					-			(814,793	)
TOTAL OTHER INCOME (EXPENSE)		-			(1,545	)		(814,793	)

INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES		(2,000	)		(1,545	)		(5,581,790	)

PROVISION FOR INCOME TAXES		-			-			-

NET INCOME (LOSS)	$	(2,000	)	$	(1,545	)	$	(5,581,790	)

EARNINGS (LOSS) PER SHARE: BASIC AND DILUTED	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		1,619,444			1,469,444

The accompanying notes are an integral part of these financial statements.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited)

AS OF MARCH 31, 2012

	Common Stock						Additional Paid in			Stock Subscriptions			Stock			Deficit Accumulated During the Development			Total Stockholders’ Equity
	Shares			Amount			Capital			Receivable			Warrants			Stage			(Deficit)
Balance, December 31, 2007, as originally reported		76,216,333		$	76,216		$	2,388,596		$	0		$	234,360		$	(2,698,368	)	$	804

Correction of an accounting error		2,000,000			2,000			(2,000	)		-			-			(59,004	)		(59,004	)
Balance, December 31, 2007, as Restated		78,216,333			78,216			2,386,596			0			234,360			(2,757,372	)		(58,200	)

Issuance of common stock @ $0.03 per share		2,333,333			2,333			67,667			-			-			-			70,000

Issuance of common stock @ $0.46 per share		492,336			49			224,351			-			-			-			224,400

Common stock issued to acquire mineral interests		4,000,000			4,000			2,316,000			-			-			-			2,320,000

Net loss for the year ended December 31, 2008		-			-			-			-			-			(2,690,830	)		(2,690,830	)
Balance, December 31, 2008		85,042,002			84,598			4,994,614			0			234,360			(5,448,202	)		(134,630	)

Net loss for the year ended December 31, 2009		-			-			-			-			-			(59,000	)		(59,000	)
Balance, December 31, 2009		85,042,002			84,598			4,994,614			0			234,360			(5,507,202	)		(193,630	)

Cancellation of shares set aside for share subscription		(492,336	)		(49	)		(224,351	)		224,400			-			-			-

Effect of 300:1 reverse stock split		(84,267,834	)		(84,267	)		84,267			-			-			-			-

Issuance of common stock for common stock of PEI Worldwide Holdings, Inc.		1,000,000			1,000			1,499,000			-			-			-			1,500,000

Issuance of fractional common shares		612			-			-			-			-			-			-

Issuance of common stock for common stock of Genesis Ventures Fund India, I, LP		125,000			125			374,875			-			-			-			375,000

Issuance of common stock pursuant to share subscription		187,000			187			224,213			(224,400	)		-			-			-

Rescission of shares issued		(125,000	)		(125	)		(374,875	)		-			-			-			(375,000	)

Net loss for the year ended December 31, 2010		-			-			-			-			-			(1,064,101	)		(1,064,101	)
Balance, December 31, 2010		1,469,444			1,469			6,577,743			0			234,360			(6,571,303	)		242,269

Rescission of shares issued for common stock of PEI Worldwide Holdings, Inc.		(1,000,000	)		(1,000	)		(1,499,000	)											(1,500,000	)

Issuance of common stock as compensation		150,000			150			8,850												9,000

Sale of common stock @ $.25 per share		1,000,000			1,000			249,000			(250,000	)								-

Debt transferred to contributed capital								60,754												60,754

Reversal of expired warrants								234,360						(234,360	)					-

Net income for the year ended December 31, 2011																	991,513			991,513
Balance December 31, 2011		1,619,444		$	1,619		$	5,631,707		$	(250,000	)	$	0		$	(5,579,790	)	$	(196,464	)
Net loss for the period ended March 31, 2012																	(2,000	)		(2,000	)
Balance, March 31, 2012		1,619,444		$	1,619		$	5,631,707		$	(250,000	)	$	0		$	(5,581,790	)	$	(198,464	)

The accompanying notes are an integral part of these financial statements.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS (unaudited)

FOR THE THREE MONTHS ENDED MARCH 31, 2012 AND 2011

PERIOD FROM AUGUST 25, 2003 (INCEPTION) TO MARCH 31, 2012

	Three Months Ended March 31, 2012			Three Months Ended March 31, 2011			Period from August 25, 2003 (Inception) to March 31, 2012
CASH FLOWS USED IN OPERATING ACTIVITIES
Net income (loss) for the period	$	(2,000	)	$	(1,545	)	$	(5,581,790	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		-			-			8,578
Common stock issued for mineral property costs		-			-			2,352,500
Loss on disposal of property and equipment		-			-			17,524
Shares issued as compensation		-			-			9,000
Fair value discount on private placement		-			-			653,112
Impairment of Instant Wirefree technology		-			-			46,200
Impairment of investment in shares		-			-			1,020,000
Rescission of investment in securities		-			-			(1,020,000	)
Changes in operating assets and liabilities:
Decrease in prepaid expenses		-			-			-
Increase in accounts payable and accrued expenses		2,000			1,500			211,067
Cash flows used in operating activities		-			(45	)		(2,283,809	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			-			(27,128	)
Proceeds from disposal of property and equipment		-			-			1,026
Instant Wirefree technology		-			-			(27,500	)
Cash flows used in investing activities		-			-			(53,602	)

CASH FLOWS FROM FINANCING ACTIVITIES
Advances from related parties		-			-			48,151
Proceeds from issuance of common stock		-			-			2,076,000
Proceeds from promissory notes		-			-			213,260
Cash flows provided by financing activities		-			-			2,337,411

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		-			(45	)		-
Cash and cash equivalents, beginning of the period		-			358			-
Cash and cash equivalents, end of the period	$	0		$	313		$	0

SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	0		$	0		$	0
Income taxes paid	$	0		$	0		$	0
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Debt transferred to contributed capital	$	-		$	0		$	60,754
Shares issued for subscription receivable	$	-		$	0		$	250,000
Shares issued on acquisition of Instant Wirefree Inc.	$	-		$	0		$	18,700
Shares issued to settle debt	$	-		$	0		$	213,600
Shares issued to acquire share investments	$	-		$	1,875,000		$	1,875,000

The accompanying notes are an integral part of these financial statements

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 1 – NATURE OF OPERATIONS

The Company was incorporated in the State of Nevada, United States of America on August 25, 2003.

The Company entered into a mineral license option agreement to explore and mine two properties in Mongolia. On April 19, 2006, the Company terminated the option agreements it previously held.

On May 2, 2006, the Company changed its name to Knewtrino, Inc. On August 10, 2007, the Company changed its name to Vanguard Minerals Corporation.

In November 2007, the Company entered into an agreement with Coastal Uranium Holdings Ltd. to acquire its right and option to an undivided 50% right, title and interest in certain mineral claims in the Athabasca region of Canada for $58,300 (Cdn) plus 2,000,000 shares of the common stock of Vanguard. In addition, Vanguard agreed to take on the financial responsibility of Coastal Uranium Holdings Ltd. to fund development of the mineral property.

In April 2008, Vanguard entered into a second agreement with Coastal Uranium Holdings Ltd. to acquire its 50% interest in mining claim S-110476 in the Athabasca region of Canada for $ 250,000 (Cdn) plus 4,000,000 shares of the common stock of Vanguard. In addition, Vanguard agreed to take on the financial responsibility of Coastal Uranium Holdings Ltd. to fund development of the mineral property.

The accompanying unaudited interim financial statements have been prepared by Vanguard Minerals Corporation (the “Company”) pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these financial statements have been included. These interim financial statements should be read in conjunction with the audited financial statements of the Company for the fiscal year ended December 31, 2011.

The results of operations for the three months ended March 31, 2012 are not indicative of the results that may be expected for the full year .

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Exploration Stage Company

The Company has not generated any significant revenues to date from its mineral exploration efforts, and in accordance with ASC 915-10 is considered to be an Exploration Stage Company.

Accounting Basis

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America. The Company has adopted a December 31 fiscal year end.

Cash and Cash Equivalents

The Company considers all highly liquid investments with maturities of three months or less to be cash equivalents.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Concentrations of Credit Risk

The Company maintains its cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. The Company continually monitors its banking relationships and consequently has not experienced any losses in such accounts. The Company believes it is not exposed to any significant credit risk on cash and cash equivalents.

Fair Value of Financial Instruments

Vanguard’s financial instruments consist of accounts payable and accrued expenses. The carrying amount of these financial instruments approximates fair value due to either length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles of the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the year. The more significant areas requiring the use of estimates include asset impairment, stock-based compensation, and future income tax amounts. Management bases its estimates on historical experience and on other assumptions considered to be reasonable under the circumstances. However, actual results may differ from the estimates.

Mineral Properties

Costs of exploration, carrying and retaining unproven mineral lease properties are expensed as occurred. Mineral property acquisition costs are capitalized including licenses and lease payments. Although the Company has taken steps to verify title to mineral properties in which it has an interest, these procedures do not guarantee the Company’s title. Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Impairment losses are recorded on mineral properties used in operations when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the assets’ carrying amount.

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net income or loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity.

Revenue Recognition

The Company is in the exploration stage and has yet to realize significant revenues from operations. Once the Company has commenced operations, it will recognize revenues when delivery of goods or completion of services has occurred provided there is persuasive evidence of an agreement, acceptance has been approved by its customers, the fee is fixed or determinable based on the completion of stated terms and conditions, and collection of any related receivable is probable.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized. It is the Company’s policy to classify interest and penalties on income taxes as interest expense or penalties expense. As of March 31, 2012, there have been no interest or penalties incurred on income taxes.

Dividends

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Stock-Based Compensation

The Company accounts for employee stock-based compensation in accordance with the guidance of FASB ASC Topic 718, Compensation – Stock Compensation which requires all share-based payments to employees, including grants of employee stock options, to be recognized in the financial statements based on their fair values. The fair value of the equity instrument is charged directly to compensation expense and credited to additional paid-in capital over the period during which services are rendered. There was no stocked based compensation during the period ended March 31, 2012.

The Company follows ASC Topic 505-50, formerly EITF 96-18, “ Accounting for Equity Instruments that are Issued to Other than Employees for Acquiring, or in Conjunction with Selling Goods and Services ,” for stock options and warrants issued to consultants and other non-employees. In accordance with ASC Topic 505-50, these stock options and warrants issued as compensation for services provided to the Company are accounted for based upon the fair value of the services provided or the estimated fair market value of the option or warrant, whichever can be more clearly determined. There has been no stock-based compensation issued to non-employees.

Recent Accounting Pronouncements

Vanguard Minerals does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flows.

NOTE 3 – RELATED PARTY TRANSACTIONS

The Company signed settlement agreements with two former officers of the Company. Under the agreements, the officers have waived all rights to payments of liabilities owed to them by Vanguard Minerals. Liabilities on the books of the Company totalling $60,754 relating to these officers have been transferred to contribute capital.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 4 – CAPITAL STOCK

On April 6, 2008, the Company issued 4,000,000 shares of common stock in connection with the acquisition of a third mineral claim.

During the year ended December 31, 2008, the Company issued 2,333,333 shares of common stock for $70,000 in connection with a private placement.

During the year ended December 31, 2008, the Company allocated 492,336 shares of common stock for $224,400 in connection with a share subscription. During the period ended December 31, 2010, the company issued 187,000 shares of common stock in connection with this share subscription.

Effective April 16, 2010, the board of directors of the Company adopted a resolution to effect a 300 to 1 reverse share spit. As a result the authorized share capital of the company has been decreased to 1,666,666 shares of common stock with par value of $0.001 per share. On May 10, 2010, the board of directors adopted a resolution to increase the authorized share capital of the company to 500,000,000 shares of common stock with a par value of $ 0.001 per share.

On April 23, 2010, the Company issued 1,000,000 shares of common stock at a deemed price of $ 1.50 per share. In consideration, the Company received 1,000,000 shares of PEI Worldwide Holdings, Inc., a Nevada Corporation. On September 21, 2010, Vanguard signed an agreement with PEI that it would attempt to liquidate or sell its shares in PEI to a third party buyer and that if it was unable to do so in a 90 day period, which was subsequently extended, the transaction would be rescinded and Vanguard would return the shares to PEI. The transaction was rescinded in 2011.

On June 16, 2010, the Company issued 125,000 shares of common stock at a deemed price of $ 3.00 per share. In consideration, the Company received a 15% interest in Genesis Venture Fund India I, LP, a Delaware Limited partnership. The sole director of the Company is the managing director of Genesis and owns a 20% interest. In August 2010, this agreement was rescinded and the shares were subsequently cancelled.

In June 2011, Vanguard sold 1,000,000 shares of common stock in a private placement for $250,000. The funds are being held in escrow pending the satisfaction of certain conditions that were placed on the release of the funds.

In June 2011, 150,000 shares of common stock were issued to the CEO of the Company. The shares were valued at $9,000 and may be repurchased by the Company for $9,000 under certain conditions.

VANGUARD MINERALS CORPORATION

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2012

NOTE 5 – INCOME TAXES

Due to the prior years’ operating losses and the inability to recognize an income tax benefit there from, there is no provision for current or deferred income taxes for the year ended March 31, 2012. The cumulative net operating loss carryforward is $5,581,790 at March 31, 2012, and will expire in years through 2031.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal income tax purposes.

The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount is as follows as of March 31, 2012 and December 31, 2011:

	2012			2011
Deferred tax asset attributable to:
Net operating loss carryover	$	1,897,810		$	1,897,130
Less: valuation allowance		(1,897,810	)		(1,897,130	)
Net deferred tax asset	$	-		$	-

Due to the change in ownership provisions of the Tax Reform Act of 1986, net operating loss carry forwards for federal income tax reporting purposes are subject to annual limitations. Should a change in ownership occur net operating loss carry forwards may be limited as to use in future years.

NOTE 6 – COMMITMENTS AND CONTINGENCIES

The Company neither owns nor leases any real or personal property. An officer has provided office services without charge. There is no obligation for the officer to continue this arrangement. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

NOTE 7 – GOING CONCERN

The Company’s financial statements are prepared using the accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not begun to generate significant revenues, and has incurred a significant operating loss as of March 31, 2012.

The Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. Without sufficient financing, or the achievement of profitable operations, it would be unlikely for the Company to continue as a going concern.

NOTE 8 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to March 31, 2012 to the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements other than those events described above.

Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q 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. These forward-looking statements involve risks and uncertainties, including statements regarding our markets, capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding the ability to continue mining exploration on a timely basis, that we will attract customers, that there will be no material adverse competitive or regulatory change in conditions in our business, that our President will remain employed as such, that our forecasts accurately anticipate market demand, and that there will be no material adverse change in our operations or business or in governmental regulations affecting our business, availability of funds, common share prices, operating costs, capital costs, and other factors. Forward-looking statements are made, without limitation, in relation to marketing plans, operating plans, availability of funds, and ongoing capital and operating costs. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

OVERVIEW

We are an exploration stage mining company that has briefly conducted other businesses, including wireless and mobile software and management consulting. We are actively in the process of interviewing geological firms for our mineral properties and raising funds to develop those properties. We have previously entered into two agreements with Coastal Uranium Holdings Ltd. to acquire its rights and options to acquire an undivided 50% right, title and interest in certain mineral claims in the Athabasca region. We were able to complete a financing for $250,000 for sales of our common stock in June, 2011 and are actively working on the exploration of our Uranium Properties, although legal and regulatory hurdles and vetting of proper consultants and supporting teams, given the shortness of the exploration season, may mean that our next drilling and trenching program may not begin until September 2012, by which time we expect to have secured additional funding to explore beyond our currently intended drill program and geophysical surveys and corresponding ore body identification and 3D modelling.

CORPORATE HISTORY AND DEVELOPMENT

Overview

Vanguard Minerals Corporation, formerly Knewtrino, Inc., (the “Company”) was originally incorporated as Mongolian Explorations Ltd. on August 25, 2003, under the laws of the State of Nevada. We were originally founded to conduct mineral explorations in Mongolia. Although we did exploratory feasibility work on mineral lease development, we abandoned our mineral exploration efforts in April, 2006 due to the deteriorating political and security situation in Mongolia and specifically due to intense protests over North American mining concessions in that country which jeopardize the safety of our consultants as well as undermining our confidence that we will ever be able to see a return on our continued investments to develop the properties.

Since that time, we had appointed an interim chief executive officer, Jenifer Osterwalder, who saw us through our transition out of the mineral exploration business and now are under the leadership of a new chief executive officer, Vladimir Fedyunin, and we were in the process of developing a business around cell phone enabled wireless applications. Toward that end, we acquired the intellectual property of wireless technology start-up Instant Wirefree, Inc., a Nevada corporation. Unfortunately, we were not able to make the transition to the ultra-competitive field of cell phone wireless applications. In June, 2007, we made the decision to abandon this line of business and to no longer pursue commercialization of any product in the wireless space. Instead, we have returned to our original, core focus of mining, where the company has its roots, however, we wished to find a more politically stable and less dangerous environment to mine in than Mongolia.

In September, 2007, we changed our name to Vanguard Minerals Corporation to reflect our renewed commitment to our traditional core business of mineral exploration. In November 2007, the Company entered into an agreement with Coastal Uranium Holdings Ltd. to acquire its right and option to acquire an undivided 50% right, title and interest in certain mineral claims in the Athabasca region. The option was acquired through payment of $57,585 in cash as well as 2,000,000 common shares of the Company. On April 6, 2008, we entered into another agreement with Coastal Uranium Holdings Ltd., whereby we acquired a 50% undivided right, title and interest to the mineral claim numbered S-110476 in the Athabasca region of Canada in exchange for $250,000 CAD ($248,508 USD) and 4,000,000 common shares of Vanguard Minerals corporation. In addition, we have agreed to take on the financial responsibility of Coastal to fund development of the mineral property that is the subject of claim S-110476.

In February, 2010, James Price was appointed President, Chief Executive Officer and Sole Director of the Company. Vladimir Fedyunin, the former President and CEO, remained as Principal Financial and Accounting Officer. Mr. Fedyunin left the company later in 2010.

On April 16, 2010, we effected a 300 for 1 reverse stock split in our common shares for shareholders of record as of that date.

On April 20, 2010, the Company initiated a new line of business doing business as Vanguard Management. The Company ceased this management consulting business in June, 2011. We did receive some stock in exchange for management consulting services. All this stock has been liquidated or returned. We did enter into a related party transaction with Genesis Venture Fund India I, LP, that involved a swap of stock and management consulting services. That transaction has been rescinded.

On September 21, 2010, the company entered into an agreement whereby the above referenced transaction with PEI would be rescinded and the PEI shares returned to the purchasers and the 1,000,000 common shares of Vanguard common stock returned to treasury unless a buyer for the shares could be found. This rescission was to take place within 90 days. In December, 2010, the timeframe for this rescission was extended until June 21, 2011.

On June 7, 2011, the registrant completed a rescission whereby the 1,000,000 shares previously issued in exchange for the PEI shares were cancelled and the 1,000,000 shares of PEI were returned to the purchasers.

On June 13, 2011, we entered into an agreement with Sean Rice to serve as our President, Chief Executive Officer and Principal Financial and Accounting Officer in exchange for a grant of 150,000 of our common stock vesting over a period of four years. Mr. Rice will also earn a salary of $120,000 per year, but such salary will not accrue or be payable until the Company has received aggregate financing proceeds from the sale of its common stock of $2,000,000 within a 12 month period. The agreement does not provide for any severance or accrual of unpaid salary and is an at-will employment agreement.

James Price no longer has any role in our company and is no longer a shareholder.

Our company is exclusively focused on the development of our Athabasca, Canada mineral properties.

Our principal executive offices are located at 2700 Glen Point Circle, Richmond, VA 23233. Our phone number is (804) 767-7154.

Results of Operations

Until April 19, 2006, we have been involved primarily in organizational activities related to our original business of mining in Mongolia, including the acquisition of the option to acquire the Altan as well as the Ovorkhangai property mineral licenses, obtaining a geological report on our mineral licenses and initiating the first phase of exploration. After April 19, 2006, when we abandoned these efforts due to the political situation in Mongolia, we acquired wireless technology from Instant Wirefree, Inc., a Nevada corporation. We attempted to commercialize technology for the wireless space but abandoned that effort in June, 2007. We are currently in the process of returning to our core business of mining. Toward that end, we changed our name in September 2007 and we acquired interests in mineral claims in the Athabasca region of Canada in November 2007 and April 2008. We have incurred an accumulated net loss of $5,581,790 for the period from inception to March 31, 2012. We have had $163,500 in revenues from operations since our inception.

In April, 2010, the Company briefly entered and then exited the management consulting business. It is now entirely focused on the development of its mineral interests.

We were able to complete a financing for $250,000 for sales of our common stock in June, 2011 and are actively working on the exploration of our Uranium Properties, although legal and regulatory hurdles and vetting of proper consultants and supporting teams, given the shortness of the exploration season, may mean that our next drilling and trenching program may not begin until September 2012, by which time we expect to have secured additional funding to explore beyond our currently intended drill program and geophysical surveys and corresponding ore body identification and 3D modelling. As of the fiscal year ended December 31, 2011 we had $0 of cash on hand and $250,000 in proceeds from our June financing that were being held in escrow for us. Subsequent to the close of our fiscal year ending December 31, 2011, these escrow conditions have been released and these funds are now available to us, however, we have agreed not to draw on them until we file our unfiled tax returns, which we are in the process of doing. However, given our accounts payable, debts and existing commitment to our properties, our current cash situation is challenging and the proceeds will not allow us to significantly develop our properties.

Financial Condition and Liquidity

Overview

Our financial statements contained herein have been prepared on a going concern basis, which assumes that we will be able to realize our assets and discharge our obligations in the normal course of business. We incurred an accumulated net loss of $5,581,790 for the period from inception to March 31, 2012.

Our financial statements included in this report have been prepared without any adjustments that would be necessary if we become unable to continue as a going concern and are therefore required to realize upon our assets and discharge our liabilities in other than the normal course of business.

Cash and Working Capital

The Company's cash balance as of March 31, 2012 was $0, as compared to the cash balance of $0 as of December 31, 2011. We intend to draw down on our $250,000 in financing proceeds as soon as we file our unfiled tax returns.

Periods Ending March 31, 2012 and March 31, 2011

Operating expenses for the three-month periods ended March 31, 2012 and March 31, 2011 totalled $2,000 and $1,545 respectively; and from inception to the period ended March 31, 2012 operating expenses totalled $4,930,497. The company experienced a net loss of ($2,000), ($1,545) and a net loss of $(4,766,997) for the three-month periods ended March 31, 2012, March 31, 2011 and from inception to period ended March 31, 2012, respectively, against $163,500 in total revenues to date from operations. The major expense during this three-month period was for general administrative costs. We did not acquire any new mineral properties in the first three months of 2012.

The net loss per share (fully diluted -- weighted average) was $0.00 for the three-month period ended March 31, 2012.

Liquidity and Capital Resources

For the three month period ended March 31, 2012, net cash used in operating activities, consisting mostly of net losses offset by an increase in accounts payable and accrued expenses, was $2,000. For the three month period ended March 31, 2012, net cash used in operating activities, was $0. For the period from inception to March 31, 2012, net cash used in operating activities, consisting mostly of loss from operations was $2,283,809.

For the period from inception to March 31, 2012, net cash resulting from financing activities was in the amount of $2,337,411.

Our capital resources have been limited. We currently do not, and have not yet determined when we will, generate revenue for our mining and mineral exploration activities, and to date have relied on the sale of equity and related party loans for cash required for our exploration activities and the efforts of our chief executive officer for consulting agreements. The company has no external sources of liquidity in the form of credit lines from banks. No investment banking agreements are in place and there is no guarantee that the company will be able to raise capital in the future should that become necessary.

Future Financings

We anticipate that if we pursue any additional financing, the financing would be an equity financing achieved through the sale of our common stock. We do not have any arrangement in place for any debt or equity financing. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company. If we do not secure additional financing in the future we may consider bringing in a joint venture partner to provide the required funding. We have not, however, undertaken any efforts to locate a joint venture partner.

Off Balance Sheet Arrangements

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

Significant Contingencies

Our financial statements have been prepared assuming we will continue as a going concern. Our independent auditors have made reference to the substantial doubt about our ability to continue as a going concern in their report of independent registered public accounting firm on our audited financial statements for the year ended December 31, 2011. Our continuation is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and pay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that the Company will be able to continue as a going concern.

Plan of Operation

We have developed a new plan of operation for 2012. In addition to continuing to seek financing to develop our mineral properties in the Athabasca region of Canada, we intend to acquire other mineral properties if we can.

We intend to conduct significant mineral exploration activities on our properties in 2012, as long as we are able to find suitable exploration providers before the winter season shuts down exploration work. We continue to seek geological advice and work on developing possible partnerships for the development of these properties. We intend to conduct over the next 12 months helicopter-supported property-scale boulder sampling and prospecting, close-spaced ground geophysics and drilling on our mining properties. With these two projects, consisting of 3 mineral claims, in close proximity to each other, we believe such operations can be conducted in a cost-efficient manner. We are now ready to commence ground geophysics and drilling. Management has continued negotiations started in 2008 with geophysical and drill contractors in preparation for this exploration. Management is also reviewing other opportunities to acquire additional property in the region, both unexplored properties and properties with varying amounts of previous exploration. We intend to develop our management consulting business and to expand it with additional consulting clients throughout the year.

Vanguard Minerals Corporation’s short-term prospects are challenging considering our lack of financial resources to fully develop our mineral properties and considering that we have not yet derived significant revenues from our new line of business. However, should we be able to develop revenue from our new line of business or secure financing to develop our mineral properties, our prospects might improve considerably. If we do secure additional financing to continue to exploit our mineral properties, revenue from the sale of mineral products from our properties may still remain several years away.

Cash requirements

Our current cash requirements are very low. Our chief executive officer, Sean C. Rice, continues to serve without a salary. Mr. Rice currently hosts our operations in his location in Richmond, VA without charge. Nevertheless, without continued infusions of cash from management or securing additional financing or revenues from our new line of business, we will not have enough cash to complete exploration activity on our property, which could run into tens of millions of dollars.

Research and development

We would like to spend several hundred thousand dollars over the next 12 months on exploration and extraction related to our mineral properties. We would spend significantly more money that this developing those mineral properties at the moment that our full scale extraction operation were to commence. However, currently we do not have enough cash to make more than $150,000-$200,000 of such expenditures.

Plant and equipment

We currently have a location in Richmond, VA provided by our chief executive officer, Sean Rice, at no cost. We anticipate expanding our office within the next 6-12 months, especially if our exploration work yields promising results.

Employees

We have one employee currently, President and Chief Executive Officer Sean Rice. We have several consultants engaged in our mineral exploration activities, although none are currently active as we are negotiating new contracts and interviewing them due to our recent funding. We intend to hire additional exploration and geological consultants over the next 120-180 days.

The Company’s executive offices are currently located in Richmond, VA. The company’s telephone number is (804)767-7154.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

Foreign Currency and Credit Risk. The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements. The Company’s reporting currency is the US Dollar. We do undertake drilling, mining exploration and other expenses related to our Canadian mining properties that must be paid in Canadian dollars and are subject to cost variations based in currency rate fluctuations.

Fair Value of Financial Instruments. The carrying value of the Company's financial instruments, including prepaid expenses, related party receivables, accounts payable and accrued liabilities at June 30, 2011 and December 31, 2010 approximates their fair values due to the short-term nature of these financial instruments.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the Exchange Act). As a result of this evaluation, we identified material weaknesses in our internal control over financial reporting as of December 31, 2010. Accordingly, we concluded that our disclosure controls and procedures were not effective as of December 31, 2010.

As required by SEC Rule 15d-15(b), our Chief Executive Officer carried out an evaluation under the supervision and with the participation of our management, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-14 as of the end of the period covered by this report. Based on the foregoing evaluation, our Chief Executive Officer has concluded that our disclosure controls and procedures are not effective in timely alerting them to material information required to be included in our periodic SEC filings and to ensure that information required to be disclosed in our periodic SEC filings is accumulated and communicated to our management, including our Chief Executive Officer, to allow timely decisions regarding required disclosure as a result of the deficiency in our internal control over financial reporting discussed below.

The material weakness identified in our amended annual report on Form 10-K for the year ended December 31, 2011 was related to a lack of an accounting staff resulting in a lack of segregation of duties and accounting technical expertise necessary for an effective system of internal control.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. LEGAL PROCEEDINGS

We are not party to any legal proceedings.

Item 1A. RISK FACTORS.

None.

Item 2. UNREGISTERED SALES OF SECURITIES AND USE OF PROCEEDS

On April 23, 2010, the Company completed a sale transaction whereby it sold 1,000,000 of its common shares at a price per share of $1.50. The per share purchase price was paid in the form of shares of PEI Worldwide Holdings, Inc., a Nevada corporation ("PEI"). The per share purchase price was derived from the closing price of shares of PEI on April 20, 2010 as listed on the Pink Sheets, which was $1.50 per share. Therefore, the total purchase price for the 1,000,000 common shares was $1,500,000. 860,000 of the shares were purchased by James Price and the other 140,000 of the shares were purchased by various purchasers. 1,000,000 shares of PEI represents approximately 2.5% of the issued and outstanding stock of PEI.

This was a related-party transaction. Mr. Price is our sole director and he approved this transaction. There was no disinterested director who approved this transaction. There can be no assurance that the price reported for PEI shares on the Pink Sheets is an accurate reflection of the true value of PEI shares.

This transaction had the effect of causing a change of control in the registrant. Prior to this transaction, the registrant had 268,499 shares of common stock issued and outstanding out of 1,666,666 authorized. After this transaction and giving effect to the transaction described in the paragraph below regarding the issuance of 187,000 common shares, Mr. Price owns approximately 59.1% of our issued and outstanding stock and remains our sole director.

On April 23, 2010, the registrant completed an issuance of 187,000 shares of common stock. This stock had been subscribed for in April, 2008 for payment of $224,400 in cash received by the corporation. The corporation issued 187,000 of its common shares to various subscribers of the stock at a per share purchase price of $1.20 per share.

On June 16, 2010, the Vanguard Minerals Corporation, the registrant, entered into a Strategic Business Development Agreement ("Agreement") with Genesis Venture Fund India I, LP, a Delaware limited partnership ("Genesis"). The Agreement provides that Vanguard will furnish business development services and strategic management consulting services to Genesis over a period of 24 months. The Agreement provides payment of up to $250,000 in cash by Genesis to Vanguard for the consulting services based on the milestones contained in the Agreement. In addition, under the Agreement, Vanguard will issue 125,000 shares of its common stock to Genesis in exchange for 15% of the limited partnership interests of Genesis.

Vanguard President, CEO and Sole Director, James Price , who is the controlling shareholder of Vanguard is also the Managing Director of Genesis and owns 20% of the limited partnership interests in Genesis. Mr. Price exercises control of both entities and there can be no assurance that the terms of the transaction are fair to the shareholders of Vanguard or the limited partnership interest holders of Genesis or that the terms are reflective of the terms of a similar transaction between unrelated parties. There are significant contingencies required for Vanguard to meet the milestone requirements under the Agreement and receive up to the $250,000 cash milestone payments and there can be no assurance that such payments will ever occur. Please see the Agreement, which is attached hereto as an exhibit which were filed on the Registrant's Form 8K on June 17, 2010 for the complete terms and conditions.

The transaction with Genesis was rescinded on September 21, 2010.

The transaction with PEI was rescined in June, 2011. In June, 2011, we sold 1,000,000 of our common shares at $0.25 per share for an aggregate purchase price of $250,000 to various shareholders in a private placement.

In June, 2011, we issued 150,000 common shares to our President and CEO, Sean Rice, as part of his employment with the Company.

In June, 2011, we issued 1,000,000 shares for $250,000 in a private placement.

Item 3. DEFAULT UPON SENIOR SECURITIES

None.

Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

Item 5. OTHER INFORMATION

Item 6. EXHIBITS

Exhibits

Document Description

31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.

31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.

32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.

32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed as an Exhibit to this Quarterly Report on Form 10-Q.

101 INS	XBRL Instance Document*

101 SCH	XBRL Schema Document*

101 CAL	XBRL Calculation Linkbase Document*

101 DEF	XBRL Definition Linkbase Document*

101 LAB	XBRL Labels Linkbase Document*

101 PRE	XBRL Presentation Linkbase Document*

* The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

President and CEO

	Vanguard Minerals Corporation




DATE: May 15, 2012	/s/ Sean Rice
	Sean Rice

By:	/s/ Sean Rice
	Sean Rice
	Principal Financial and Accounting Officer

TABLE OF CONTENTS

Part I - Financial Information Item 1. Financial Statements Note 1 Nature Of Operations Note 2 Summary Of Significant Accounting Policies Note 2 Summary Of Significant Accounting Policies (continued)Note 3 Related Party Transactions Note 4 Capital Stock Note 5 Income Taxes Note 6 Commitments and Contingencies Note 7 Going Concern Note 8 Subsequent Events Item 2. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II - Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Securities and Use Of Proceeds Item 3. Default Upon Senior Securities Item 4. Submission Of Matters To A Vote Of Security Holders Item 5. Other Information Item 6. Exhibits

ZDPY 10-Q Quarter ended March 31, 2012