UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]	QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

	OR

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 000-54919

ALTONA RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

46-2755675

(I.R.S. Employer Identification No.)

3414 Pino Circle

Las Vegas, NV 89121

(Address of principal executive offices, including zip code.)

(702) 738-8614

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

YES [X] NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO [X]

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,”“non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date:

12,020,000as of May 8, 2013.

Table of Contents

TABLE OF CONTENTS

			Page

	PART I.

Item 1.	Financial Statements.		3

	Financial Statements:
		Balance Sheets	3
		Statements of Operations	4
		Statements of Stockholders’ Deficiency	5
		Statements of Cash Flows	6
		Notes to the Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk.		12

Item 4.	Controls and Procedures.		13

	PART II.

Item 1A.	Risk Factors.		13

Item 2.	Unregistered Sales Of Equity Securities and Use of Proceeds.		13

Item 6.	Exhibits.		13

Signatures			15

Exhibit Index			16

-2-

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

Altona Resources Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)


			March 31,		December 31,
			2013		2012
			(Unaudited)

ASSETS

Current Assets
	Cash	$	1,623	$	1,715
Total Current Assets			1,623		1,715

	Deferred offering costs		25,000		25,000
Total Assets		$	26,623	$	26,715



LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

Current Liabilities
	Accounts payable and accrued liabilities	$	1,600	$	7,911
	Due to related party		49,817		41,564
Total current liabilities			51,417		49,475

Stockholders’ Deficiency
	Common stock, $0.00001 par value Authorized: 200,000,000 shares Issued and outstanding: 10,000,000 and 10,000,000 common shares, respectively		100		100
	Additional paid-in capital		1,900		1,900
	Deficit accumulated during the development stage		(26,794)		(24,760)

Total stockholders’ deficiency			(24,794)		(22,760)

Total Liabilities and Stockholders’ Deficiency		$	26,623	$	26,715

See notes to financial statements.

-3-

Table of Contents

Altona Resources Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
(Unaudited)


							Period from
			Three months		Three months		inception,
			ended		ended		April 4, 2011 to
			March 31,		March 31,		March 31,
			2013		2012		2013

Revenue
	Revenue	$	-	$	-	$	-
Total Revenue			-		-		-

Expenses
	General and administrative		2,034		1,803		26,794
Total Costs and Expenses			2,034		1,803		26,794
Net Loss		$	(2,034)	$	(1,803)	$	(26,794)

Net Loss per share
	Basic and diluted	$	(0.00)	$	(0.00)	$	(0.00)


Number of common shares used to compute loss per share
	Basic and Diluted		10,000,000		10,000,000		10,000,000

See notes to financial statements.

-4-

Table of Contents

Altona Resources Inc.
(A Development Stage Company)
Statements of Stockholders’ Deficiency
For the period April 4, 2011 (inception) to March 31, 2013
(Expressed in US Dollars)


	Common Stock, $0.00001 Par Value				Additional Paid-in		Deficit Accumulated During the Development		Total Stockholders’
	Shares		Amount		Capital		Stage		Deficiency

Balance, April 4, 2011 (Date of Inception)	-	$	-	$	-	$	-	$	-

Shares sold at $0.0001 per share on October 4, 2011	10,000,000		100		1,900		-		2,000

Net loss for the period April 4, 2011 (Inception) to December 31, 2011	-		-		-		(9,183)		(9,183)

Balance, December 31, 2011	10,000,000		100		1,900		(9,183)		(7,183)

Net loss for year ended December 31, 2012	-		-		-		(15,577)		(15,577)

Balance, December 31, 2012	10,000,000		100		1,900		(24,760)		(22,760)

Unaudited:

Net loss for the three months ended March 31, 2013	-		-		-		(2,034)		(2,034)

Balance, March 31, 2013	10,000,000		100		1,900		(26,794)		(24,794)

See notes to financial statements.

-5-

Table of Contents

Altona Resources Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
(Unaudited)


								Period from
				Three months		Three months		inception,
				ended		ended		April 4, 2011
				March 31,		March 31,		to March 31,
				2013		2012		2013

Cash Flows from Operating Activities
	Net loss		$	(2,034)	$	(1,803)	$	(26,794)
	Changes in operating assets and liabilities
		Accounts payable and accrued liabilities		(6,311)		1,800		1,600

Net cash provided by (used for) operating activities				(8,345)		(3)		(25,194)

Cash Flows from Financing Activities
	Loans from related party			8,253		-		49,817
	Proceeds from sales of common stock			-		-		2,000
	Offering cost paid			-		-		(25,000)

Net cash provided by financing activities				8,253		0		26,817

Increase in cash				(92)		(3)		1,623

Cash, beginning of period				1,715		1,772		-

Cash, end of period			$	1,623	$	1,769	$	1,623


Supplemental disclosures of cash flow information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-

See notes to financial statements.

-6-

Table of Contents

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(Expressed in US Dollars)

(Unaudited)

1. OPERATIONS

Organization

The Company was incorporated in the State of Nevada on April 4, 2011. The Company is an Exploration Stage Company as defined by Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”. The Company’s plan of operations anticipates purchasing at least one oil and gas lease. There is no assurance we will ever be able to acquire an oil and gas lease or if we do acquire an oil and gas lease, that the oil and gas lease will produce any oil or gas.

Going Concern

The accompanying financial statements have been prepared 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 business. At March 31, 2013, the Company had cash of $1,623, negative working capital of $49,794 and a stockholders’ deficiency of $24,794. Further, the Company has incurred a net loss of $26,794 for the period from April 4, 2011 (inception) to March 31, 2013. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2.	INTERIM FINANCIAL STATEMENTS

The unaudited financial statements as of March 31, 2013 and for the three months ended March 31, 2013 and 2012 and for the period from April 4, 2011 (inception) to March 31, 2013 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with instructions to Form 10-Q. In the opinion of management, the unaudited financial statements have been prepared on the same basis as the annual financial statements and reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the financial position as of March 31, 2013 and the results of operations and cash flows for periods ended March 31, 2013 and 2012 and for the period from April 4, 2011 (inception) to March 31, 2013. The financial data and other information disclosed in these notes to the interim financial statements related to these periods are unaudited. The results for the three months ended March 31, 2013 are not necessarily indicative of the results to be expected for any subsequent quarter of the entire year ending December 31, 2013. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date.

-7-

Table of Contents

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(Expressed in US Dollars)

(Unaudited)

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been condensed or omitted pursuant to the Securities and Exchange Commission’s rules and regulations. Three unaudited financial statements should be read in conjunction with our audited financial statements and notes thereto for the periods ended December 31, 2012 as included in our report on Form 10-K filed on March 22, 2013.

3.	DUE TO RELATED PARTY

At March 31, 2013 and December 31, 2012, the Company is indebted to the treasurer (and a director) of the Company for cash and other advances of $49,817 and $41,564, respectively. The amounts are unsecured, non-interest bearing and are due on demand.

4.	COMMON STOCK

On October 4, 2011, the Company sold a total of 10,000,000 shares of common stock to its president and a director (5,000,000 shares each) at a price of $0.0002 per share for cash proceeds of $2,000.

The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.

5.	INCOME TAXES

The provision for (benefit from) income taxes differs from the amount computed by applying the statutory United States federal income tax rate of 35% to income (loss) before income taxes. The sources of the difference follow:

						Period From inception
		Three Months Ended March 31,				(April 4, 2011) to
		2013		2012		March 31,2013
Expected tax at 35%	$	(712)	$	(631)	$	(9,378)
Increase in valuation allowance		712		631		9,378
Income Tax provision	$	-	$	-	$	-

-8-

Table of Contents

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

MARCH 31, 2013

(Expressed in US Dollars)

(Unaudited)

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

		March 31, 2013		December 31, 2012

Net operating loss carryforward	$	9,378	$	8,666
Less valuation allowance		(9,378)		(8,666)
Income tax provision	$	-	$	-

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At March 31, 2013, the Company has a net operating loss carryforward of $26,794, which $9,183 expires in year 2031, $15,577 expires in year 2032 and $2,034 expires in year 2033. Pursuant to ASC 740, the Company is required to compute tax asset benefits for net operating losses carried forward. Potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

6.	SUBSEQUENT EVENT

Public Offering

On May 10, 2013, the Company closed its public offering. The Company sold a total of 2,020,000 shares of its common stock to two subscribers at a price of $0.05 per share for $101,000 cash. One subscriber, father of our treasurer (and director), subscribed to 1,020,000 shares ($51,000); the other subscriber subscribed to 1,000,000 shares ($50,000).

-9-

Table of Contents

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

This section of this quarterly report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Plan of Operation

We are a start-up, exploration stage corporation and have not yet generated or realized any revenues from our business operations. An exploration stage corporation is one engaged in the search for oil and gas reserves which are not in either the development or production stage.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin selling oil and gas. Accordingly, we must raise cash from sources other than the sale of oil and gas. Our only other source for cash at this time is investments by others in our public offering. We must raise cash to implement our project and stay in business. The minimum amount of the offering will allow us to operate for at least one year. Our success or failure will be determined by what we find under the ground. The more money we raise, the more oil and gas leases we can acquire and the more drilling we can conduct. Since we do not know what we will find under the ground, we cannot tell you if we will be successful even if we raise the maximum amount of our public offering. We will not acquire an oil and gas lease or begin drilling until we raise money from our public offering. We believe we will need to raise the minimum gross amount in our public offering of $100,000, $60,000 net, in order to acquire one lease and drill one well to a depth of between 1,500 to 2,000 feet. If we find oil and gas, and have additional proceeds available, we may drill additional wells on the property. We will begin selling the oil and gas and proceed to raise additional capital to acquire additional leases and drill more wells. If we do not find oil and gas, we intend to find a new property and raise additional funds to drill thereon. We have targeted the geographical area of Hughes, Seminole and Pontotoc counties in central Oklahoma.

We will be conducting research in the form of drilling on the property. Our exploration program is explained in as much detail as possible in the business section of our Form S-1 registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months other than casing, pipe, a pump jack, and tanks. Casing and pipe will be purchased with the proceeds of our public offering. A pump jack and tanks will be purchased only if we strike oil. A pump jack and tanks are unnecessary if we find gas.

We do not intend to interest other companies in the property if we find oil and/or gas. We intend to develop the property our self.

-10-

Table of Contents

If we are unable to complete drilling one well on the property, we will suspend operations until we raise more money. If we can’t or don’t raise more money, we will cease operations. If we cease operations, we don’t know what we will do and we don’t have any plans to do anything.

We do not intend to hire additional employees at this time. All of the work on the property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for drilling one well.

In the event we complete our exploration program prior to the end of one year, if we find oil and/or gas, we will spend the balance of the year creating a program for development of the property. If we do not find oil and/or gas on the property, we intend to locate a new property, raise additional money, and explore the new property.

Milestones

The following are our milestones:

1.	0-90 days after completion of our public offering, acquire one oil and gas lease and retain our drilling contractor. - Cost $5,000. Time of retention 0-90 days.

2.	90-270 days after completion of our public offering. - Drilling. Drilling will cost $20.00 per foot. This cost includes placing casing and pipe in the ground. We will drill one, two or three wells on the property, depending how much we raise in our public offering and the success we have with the first well. We anticipate drilling to a depth of between 1,500 to 2,000 feet. - Cost $30,000 - $100,000. Time to conduct drilling - 90 days.

3.	270-365 days after completion of the offering. Either begin production and raise additional capital to drill other wells on the property or if oil and/or gas is not found, target a new property and raise additional capital to explore the new property.

The cost of the subcontractors is included in cost of drilling. All funds for the foregoing activities will be obtained from our public offering.

The foregoing figures are tailored for drilling wells in Hughes, Pontotoc, and Seminole counties in Oklahoma. Mr. Underhill obtained his information consulting with drilling contractors, operators, and pumpers located in Hughes, Pontotoc and Seminole counties in Oklahoma.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of the property, and possible cost overruns due to price and cost increases in services.

To become profitable and competitive, we must find oil and/or gas in paying quantities. We are seeking equity financing to provide for the capital required to drill one or two wells.

-11-

Table of Contents

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing shareholders.

Results of Operations

From Inception on April 4, 2011

Since inception, Hui Deng, one of our officers and directors has paid all our legal and accounting expenses. Net cash provided by Ms. Deng from inception on April 4, 2011 to March 31, 2013 was $49,817. Monies advanced by Ms. Deng will be repaid to her from the proceeds of our public offering up to a maximum amount of $40,000.

Liquidity and Capital Resources

To meet our need for cash we are attempting to raise money from our public offering. We will be able to stay in business for one year if we raise at least the minimum amount of $100,000 gross proceeds, $60,000 net proceeds. Whatever money we do raise, will be applied to the items set forth in the Use of Proceeds section of our prospectus. If we find oil and/or gas, we will attempt to raise additional money through a subsequent private placement, public offering or through loans to drill additional wells on the property. To do so, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

Our officers and directors are willing to commit to loan us money for our operations until our public offering has been completed or until the offering period has expired. At the present time, we have not made any arrangements to raise additional cash, other than through our public offering. If we need additional cash and can’t raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely. If we raise the minimum amount of money from our public offering, it will last a year. Other than as described in this paragraph, we have no other financing plans.

We issued 5,000,000 restricted shares of common stock to Barry Underhill, one of our officers and directors, pursuant to the exemption contained in Section 4(a)(2) of the Securities Act of 1933, as amended and 5,000,000 restricted shares of common stock to Hui Deng, one of officers and directors, pursuant to Regulation S of the Securities Act of 1933. The transaction with Ms. Deng took place outside the United States and Ms. Deng is not a US person. The purchase price of the 10,000,000 shares of common stock was $2,000. This was accounted for as an acquisition of shares. Ms. Deng covered our initial expenses of $49,817. The amount owed to Ms. Deng is non-interest bearing, unsecured and due on demand. Further, the agreement with Ms. Deng is oral and there is no written document evidencing the agreement.

At March 31, 2013 our total assets were $26,623 and our total liabilities were $51,412.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

-12-

Table of Contents

ITEM 4.

CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended March 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION.

ITEM 1A.

RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OFEQUITY SECURITIES AND USE OF PROCEEDS.

On August 13, 2012, our Form S-1 registration statement (SEC file no. 333-181172) was declared effective by the SEC. Pursuant to the S-1, we are offering 2,000,000 shares of common stock minimum, 4,000,000 shares of common stock maximum at an offering price of $0.05 per share in a direct public offering, without any involvement of underwriters or broker-dealers. On May 8, 2013, we sold 2,020,000 shares of our common stock at a price of $0.05 for gross proceeds of $101,000. As of the date of this report, we have not spent any of the proceeds of our offering.

ITEM 6.

EXHIBITS.

The following documents are included herein:

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith

3.1	Articles of Incorporation.	S-1	6/04/12	3.1

3.2	Bylaws.	S-1	6/04/12	3.2

4.1	Specimen Stock Certificate.	S-1	6/04/12	4.1

5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S.	S-1/A-2	8/07/12	5.1

-13-

Table of Contents

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.1	Subscription Agreement.	S-1	6/04/12	99.1

101.INS	XBRL Instance Document.				X

101.SCH	XBRL Taxonomy Extension – Schema.				X

101.CAL	XBRL Taxonomy Extension – Calculations.				X

101.DEF	XBRL Taxonomy Extension – Definitions.				X

101.LAB	XBRL Taxonomy Extension – Labels.				X

101.PRE	XBRL Taxonomy Extension – Presentation.				X

-14-

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 13th day of May, 2013.

	ALTONA RESOURCES INC.
	(the “Registrant”)

	BY:	BARRY UNDERHILL
		Barry Underhill
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors

-15-

Table of Contents

EXHIBIT INDEX

		Incorporated by reference			Filed
Exhibit	Document Description	Form	Date	Number	herewith

3.1	Articles of Incorporation.	S-1	6/04/12	3.1

3.2	Bylaws.	S-1	6/04/12	3.2

4.1	Specimen Stock Certificate.	S-1	6/04/12	4.1

5.1	Opinion of The Law Office of Conrad C. Lysiak, P.S.	S-1/A-2	8/07/12	5.1

31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X

32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X

99.1	Subscription Agreement.	S-1	6/04/12	99.1

101.INS	XBRL Instance Document.				X

101.SCH	XBRL Taxonomy Extension – Schema.				X

101.CAL	XBRL Taxonomy Extension – Calculations.				X

101.DEF	XBRL Taxonomy Extension – Definitions.				X

101.LAB	XBRL Taxonomy Extension – Labels.				X

101.PRE	XBRL Taxonomy Extension – Presentation.				X

-16-

Altona Resources Inc. 10-Q