UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2012~~2014

Commission File Number: ~~333~~000-~~181172~~54919

ALTONA RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

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)

Securities registered pursuant to Section 12(b) of the Act:	Securities registered pursuant to section 12(g) of the Act:
NONE	NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES [ ] NO [X]

Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act: YES [X] NO [ ]

Indicate by check mark whether the registrant (1) has 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 registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 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 (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’'s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 ~~[ ] Smaller Reporting Company [X]~~ (Do not check if a 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 Act). YES [ ] NO [X]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of December 31, ~~2012~~2014: $0.00.

As of March 430, ~~2013~~2015, 1012,~~000~~020,000 shares of the registrant’'s common stock were outstanding.

Table of Contents

TABLE OF CONTENTS

		Page
	PART I
Item 1.	Business.	3
Item 1A.	Risk Factors.	1011
Item 1B.	Unresolved Staff Comments.	1011
Item 2.	Properties.	1011
Item 3.	Legal Proceedings.	1011
Item 4.	Mine Safety Disclosures.	1011
	PART II
Item 5.	Market for Our Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.	1011
Item 6.	Selected Financial Data.	12
Item 7.	Management’'s Discussion and Analysis of Financial Condition and Results of Operation.	12
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk.	1514
Item 8.	Financial Statements and Supplementary Data.	1514
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.	2824
Item 9A.	Controls and Procedures.	2824
Item 9B.	Other Information.	3025
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance.	3025
Item 11.	Executive Compensation.	3328
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	3530
Item 13.	Certain Relationships and Related Transactions, and Director Independence.	3631
Item 14.	Principal Accountant Fees and Services.	3631
	PART IV
Item 15.	Exhibits and Financial Statement Schedules.	3832
Signatures		3933
Exhibit Index		4034

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PART I

ITEM 1. BUSINESS.

General

We are a start-up stage company formed under the laws of the State of Nevada on April 4, 2011, for the purpose of purchasing, developing and operating one oil and gas lease. We are currently not earning any revenues. Since inception, we have examined the U.S. geographical area and determined where we want to acquire ~~and~~an oil and gas lease~~; prepared this registration statement; and, upon completion of our public offering, acquire one oil and gas lease and drill one well thereon~~.

Acquisition and Drilling of Undeveloped Prospects

We have not pre-selected any prospects. We have targeted Hughes, Seminole, and Pontotoc Counties in central Oklahoma.

We may enter into agreements with major and independent oil and natural gas companies to drill and own interests in oil and natural gas properties. We also may drill and own interests without such strategic partners.

It is anticipated that all prospects will be evaluated utilizing data provided to us, including well logs, production records and others’' wells, seismic, geological and geophysical information, and such other information as may be available and useful. In addition, prospects will be evaluated by petroleum engineers, geophysicists, and other technical consultants retained by us.

Regardless of drilling location, we will evaluate all prospective acquisitions on the basis of their oil and natural gas producing potential. We will target properties that we believe have multi-pay horizons, predictable costs, and quick pipeline hookups. We seek properties that are within or offsetting proven producing oil and natural gas ~~fields and that have the potential, if successful, to generate cash distributions to our investors equal to 100% of their capital contributions within three years after the end of the offering period~~.

Prospects will be acquired pursuant to an arrangement in which we will acquire part of the working interest. For purposes of this report, a working interest includes any interest, which is subject to some portion of the costs of development, operation or maintenance. This working interest will be subject to landowners’' royalty interests and other royalty interests payable to unaffiliated third parties in varying amounts. We may acquire less than 100% of the working interest in each prospect in which we participate. We may sell or otherwise dispose of prospect interests or may retain a working interest in the prospects and participate in the drilling and development of the prospect.

In acquiring interests in leases, we may pay such consideration and make such contractual commitments and agreements as we deem fair, reasonable and appropriate. For purposes of this report, the term “"lease”" means any full or partial interest in:

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*	undeveloped oil and natural gas leases;
*	oil and natural gas mineral rights;
*	licenses;
*	concessions;
*	contracts;
*	fee rights; or
*	other rights authorizing the owner to drill for, reduce to possession and produce oil and natural gas.

We will acquire the leases and interests in the leases to be developed by us. The actual number, identity and percentage of working interests or other interests in prospects to be acquired will depend upon, among other things, the total amount of capital contributions required, the latest geological and geophysical data, potential title or spacing problems, availability and price of drilling services, tubular goods and services, approvals by federal and ~~state departments or agencies, agreements with other working interest owners in the prospects, farm-ins, and continuing review of other prospects that may be available.~~

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state departments or agencies, agreements with other working interest owners in the prospects, farm-ins, and continuing review of other prospects that may be available.

Title to Properties

We will own the leasehold interest in the lease. ~~Investors~~ We ~~must~~will ~~rely on us to~~ use our best judgment to obtain appropriate title to leases. We will take such steps as we deem necessary to assure that title to leases is acceptable for our purposes. We are free, however, to use our judgment in waiving title requirements if it is in our best interests and will not be liable for any failure of title to leases we acquire, unless such mistakes were made in a manner not in accordance with general industry standards in the geographic area and such mistakes were the result of our negligence. Further, we will not make any warranties as to the validity or merchantability of titles to any leases to be acquired by us.

Drilling and Completion Phase

We will enter into an agreement with a drilling contractor to drill one well on our lease. Assuming we are ~~success~~successful and complete a producing oil and gas well, we will retain an operator engaged to conduct and direct and have full control of all operations on the lease, post completion of the well. A completed well is one that is producing oil and gas in paying quantities. We also may act as our own operator. If we do not act as our own operator, the operator we retain will be a non-affiliate and its fees will not exceed the competitive rate in the area, during the drilling and production phases of operations.

The operator’'s duties include testing formations during drilling, and completing the wells by installing such surface and well equipment, gathering pipelines, heaters, separators, etc., as are necessary and normal in the area in which the prospect is located. We will pay the drilling and completion costs of the operator as incurred, except that we are permitted to make advance payments to the operator where necessary to secure drilling rigs, drilling equipment and for other similar purposes in connection with the drilling operations. If the operator determines that the well is not likely to produce oil and/or natural gas in commercial quantities, the operator will plug and abandon the well in accordance with applicable regulations.

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After drilling, the operator will complete each well deemed by it to be capable of production of oil or natural gas in commercial quantities. The depths and formations to be encountered in each well is unknown. We will monitor the performance and activities of the operator.

Production Phase of Operations

General. Once a well is “"completed”" such that all surface equipment necessary to control the flow of, or to shut down, a well has been installed, including the gathering pipeline, production operations will commence. We will be responsible for selling oil and natural gas production. We will attempt to sell the oil and natural gas produced from a prospect on a competitive basis at the best available terms and prices. Domestic sales of oil will be at fair market prices. We will not make any commitment of future production that does not primarily benefit us. We will sell natural gas discovered by it at spot market or negotiated prices domestically, based upon a number of factors, such as the quality of the natural gas, well pressure, estimated reserves, prevailing supply conditions and any applicable price regulations promulgated by the Federal Energy Regulatory Commission (“"FERC”").

We may sell oil and/or natural gas production to marketers, refineries, foreign governmental agencies, industrial users, interstate pipelines or local utilities. Revenues from production will be received directly from these parties or paid to us.

Oil and natural gas production in Oklahoma, areas in which we may conduct drilling activities, is a mature industry with numerous pipeline companies and potential purchasers of oil and natural gas. Because of competition among these purchasers for output from oil and natural gas producers, we generally will not enter into long term contracts for the purchase of production.

As a result of effects of weather on costs, results may be affected by seasonal factors. In addition, both sales volumes and prices tend to be affected by demand factors with a significant seasonal component.

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Expenditure of Production Revenues. Our share of production revenue from a given well will be burdened by and/or subject to royalties and overriding royalties, monthly operating charges, and other operating costs. These items of expenditure involve amounts payable solely out of, or expenses incurred solely by reason of, production operations. We intend to deduct operating expenses from the production revenue for the corresponding period.

Competition

There are a large number of oil and natural gas companies in the United States. Competition is strong among persons and companies involved in the exploration for and production of oil and natural gas. We expect to encounter strong competition at every phase of business. We will be competing with entities having financial resources and staffs substantially larger than those available to us.

The national supply of natural gas is widely diversified, with no one entity controlling over 5%. As a result of deregulation of the natural gas industry by Congress and FERC, competitive forces generally determine natural gas prices. Prices of crude oil, condensate and natural gas liquids are not currently regulated and are generally determined by competitive forces.

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There will be competition among operators for drilling equipment, goods, and drilling crews. Such competition may affect our ability to acquire leases suitable for development and to expeditiously develop such leases once they are acquired.

Geological and Geophysical Techniques

We may engage detailed geological interpretation combined with advanced seismic exploration techniques to identify the most promising leases.

Geological interpretation is based upon data recovered from existing oil and gas wells in an area and other sources. Such information is either purchased from the company that drilled the wells or becomes public knowledge through state agencies after a period of years. Through analysis of rock types, fossils and the electrical and chemical characteristics of rocks from existing wells, we can construct a picture of rock layers in the area. We will have access to the well logs and decline curves from existing operating wells. Well logs allow us to calculate an original oil or gas volume in place while decline curves from production history allow us to calculate remaining proved producing reserves. We have not purchased, leased, or entered into any agreements to purchase or lease any of the equipment necessary to conduct the geological or geophysical testing referred to herein and will only be able to do so upon raising additional capital through loans or the sale of equity securities.

Market for Oil and Gas Production

The market for oil and gas production is regulated by both the state and federal governments. The overall market is mature and with the exception of gas, all producers in a producing region will receive the same price. The major oil companies will purchase all crude oil offered for sale at posted field prices. There are price adjustments for quality difference from the Benchmark. Benchmark is Saudi Arabian light crude oil employed as the standard on which OPEC price changes have been based. Quality variances, from Benchmark crude, results in lower prices being paid for the variant oil. Oil sales are normally contracted with a purchaser or gatherer as it is known in the industry that will pick-up the oil at the well site. In some instances there may be deductions for transportation from the well head to the sales point. At this time the majority of crude oil purchasers do not charge transportation fees, unless the well is outside their service area. The service area is a geographical area in which the purchaser of crude oil will not charge a fee for picking upon the oil. The purchaser or oil gatherer as it is called within the oil industry, will usually handle all check disbursements to both the working interest and royalty owners. We will be a working interest owner. By being a working interest owner, we are responsible for the payment of our proportionate share of the operating expenses of the well. Royalty owners and over-riding royalty owners receive a percentage of gross oil production for the particular lease and are not obligated in any manner whatsoever to pay for the costs of operating the lease. Therefore, we, in most instances, will be paying the expenses for the oil and gas revenues paid to the royalty and over-riding royalty interests.

Gas sales are by contract. The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month’s sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased, however, no assurance can be given at this time that such changes will not occur.-5-

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Gas sales are by contract. The gas purchaser will pay the well operator 100% of the sales proceeds on or about the 25th of each and every month for the previous month's sales. The operator is responsible for all checks and distributions to the working interest and royalty owners. There is no standard price for gas. Prices will fluctuate with the seasons and the general market conditions. It is our intention to utilize this market whenever possible in order to maximize revenues. We do not anticipate any significant change in the manner production is purchased, however, no assurance can be given at this time that such changes will not occur.

The marketing of any oil and natural gas produced by us will be affected by a number of factors that are beyond our control and whose exact effect cannot be accurately predicted. These factors include:

*	the amount of crude oil and natural gas imports;
*	the availability, proximity and cost of adequate pipeline and other transportation facilities;
*	the success of efforts to market competitive fuels, such as coal and nuclear energy and the growth and/or success of alternative energy sources such as wind power;
*	the effect of United States and state regulation of production, refining, transportation and sales;
*	the laws of foreign jurisdictions and the laws and regulations affecting foreign markets;
*	other matters affecting the availability of a ready market, such as fluctuating supply and demand; and
*	general economic conditions in the United States and around the world.

The supply and demand balance of crude oil and natural gas in world markets has caused significant variations in the prices of these products over recent years. The North American Free Trade Agreement eliminated trade and investment barriers between the United States, Canada, and Mexico, resulting in increased foreign competition for domestic natural gas production. New pipeline projects recently approved by, or presently pending before, FERC as well as nondiscriminatory access requirements could further substantially increase the availability of natural gas imports to certain U.S. markets. Such imports could have an adverse effect on both the price and volume of natural gas sales from wells.

Members of the Organization of Petroleum Exporting Countries establish prices and production quotas for petroleum products from time to time with the intent of affecting the current global supply of crude oil and maintaining, lowering or increasing certain price levels. We are unable to predict what effect, if any, such actions will have on both the price and volume of crude oil sales from the wells.

In several initiatives, FERC has required pipeline transportation companies to develop electronic communication and to provide standardized access via the Internet to information concerning capacity and prices on a nationwide basis, so as to create a national market. Parallel developments toward an electronic marketplace for electric power, mandated by FERC, are serving to create multi-national markets for energy products generally. These systems will allow rapid consummation of natural gas transactions. Although this system may initially lower prices due to increased competition, it is anticipated to expand natural gas markets and to improve their reliability.

Regulation

Our operations will be affected from time to time in varying degrees by domestic and foreign political developments, federal and state laws.

Production. In most areas of operations within the United States the production of oil and natural gas is regulated by state agencies that set allowable rates of production and otherwise control the conduct of oil and natural gas operations. Among the ways that states control production is through regulations that establish the spacing of wells or in some instances may limit the number of days in a given month during which a well can produce.

~~-7-~~Environmental. Our drilling and production operations will also be subject to environmental protection regulations established by federal, state, and local agencies that in turn may necessitate significant capital outlays that would materially affect the financial position and our business operations. These regulations, enacted to protect

Environmental. Our drilling and production operations will also be subject to environmental protection regulations established by federal, state, and local agencies that in turn may necessitate significant capital outlays that would materially affect the financial position and our business operations. These regulations, enacted to protect against waste, conserve natural resources and prevent pollution, could necessitate spending funds on environmental protection measures, rather than on drilling operations. If any penalties or prohibitions were imposed for violating such regulations, our operations could be adversely affected.-6-

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against waste, conserve natural resources and prevent pollution, could necessitate spending funds on environmental protection measures, rather than on drilling operations. If any penalties or prohibitions were imposed for violating such regulations, our operations could be adversely affected.

Natural Gas Transportation and Pricing. FERC regulates the rates for interstate transportation of natural gas as well as the terms for access to natural gas pipeline capacity. Pursuant to the Wellhead Decontrol Act of 1989, however, FERC may not regulate the price of natural gas. Such deregulated natural gas production may be sold at market prices determined by supply and demand, Btu content, pressure, location of wells, and other factors. We anticipate that all of the natural gas produced by our wells will be considered price decontrolled natural gas and that each natural gas will be sold at fair market value.

Proposed Regulation. Various legislative proposals are being considered in Congress and in the legislatures of various states, which, if enacted, may significantly and adversely affect the petroleum and natural gas industries. Such proposals involve, among other things, the imposition of price controls on all categories of natural gas production, the imposition of land use controls, such as prohibiting drilling activities on certain federal and state lands in protected areas, as well as other measures. At the present time, it is impossible to predict what proposals, if any, will actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals will have on our operations. On December 19, 2007, President Bush signed into law the Energy Independence and Security Act (“"EISA”"), a law targeted at reducing national demand for oil and increasing the supply of alternative fuel sources. While EISA does not appear to directly impact on our operations or cost of doing business, its impact on the oil and gas industry in general is uncertain. No prediction can be made as to what additional legislation may be proposed, if any, affecting the competitive status of an oil and gas producer, restricting the prices at which a producer may sell its oil and gas or the market demand for oil and gas nor can it be predicted which proposals, including those presently under consideration, if any, might be enacted, nor when any such proposals, if enacted, might become effective.

The Kyoto Protocol to the United Nations Framework Convention on Climate Change became effective in February 2005 (the “"Protocol”"). Under the Protocol, participating nations are required to implement programs to reduce emissions of certain gases, generally referred to as greenhouse gases that are suspected of contributing to global warming. The United States is not currently a participant in the Protocol. However, the U.S. Congress is considering proposed legislation directed at reducing greenhouse gas emissions. In addition, there has been support in various regions of the country for legislation that requires reductions in greenhouse gas emissions, and some states have already adopted legislation addressing greenhouse gas emissions from various sources, primarily power plants. The natural gas and oil industry is a direct source of certain greenhouse gas emissions, namely carbon dioxide and methane, and future restrictions on such emissions could impact our operations. At this time, it is not possible to accurately estimate how potential future laws or regulations addressing greenhouse gas emissions would impact our business.

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Acquisition of Possible Future Leases

Subject to being successful in drilling, completing, and bringing into production our initial lease, we intend to, in the future, to acquire additional producing and non-producing properties. The acquisition process may be lengthy because of the amount of investigation which will be required prior to submitting a bid to a major oil company. Currently, we are not engaged in any bidding process and will not be engaged in such unless our initial business activities are successful. Verification of each property and the overall acquisition process can be divided into three phases, as follows:

Phase 1. Field identification. In some instances the seller will have a formal divestiture department that will provide a sales catalog of leases which will be available for sale. Review of the technical filings made to the states along with a review of the regional geological relationships, released well data and the production history for each lease will be utilized. In addition a review of the proprietary technical data in the sellers office will be made and calculation of a bid price for the field. We believe that the estimated cost of Phase 1 for one property will be approximately $5,000.

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Phase 2. Submission of the Bid. Each bid will be made subject to further verification of production capacity, equipment condition and status, and title. We believe that the estimated cost of Phase 2 for one property will be approximately $50,000.

Phase 3. Closing. Final price negotiation will take place. Cash transfer and issuance of title opinions. Tank gauging and execution of transfer orders. The cost of Phase 3 cannot be estimated at this time and is entirely dependent upon negotiations with the seller and the seller’'s offering price for the property.

After closing has occurred, the newly acquired property will be turned over to us for possible work-overs or operational changes which will in our estimation increase each well’'s production.

In connection with the acquisition of an oil and gas lease for work-over operations, we will only do so if we can acquire 100% ownership of the working-interest and surface production equipment facilities with only minor expenses. In exchange for an assignment of the lease, we will agree to assume the obligation to plug and abandon the well in the event that we determines that reworking operations are either too expensive or will not result in production in paying quantities. The cost of plugging a well can run from $500 to $15,000, depending on the condition of the well.

Several major oil companies have recently placed numerous oil and gas properties out for competitive bidding. We currently do not have sufficient revenues or funds available to it to make a bid for such properties. We have not initiated a search for additional leases and do not intend to do so until we raise additional capital. We believe that it is not an efficient use of time to search for additional prospects when we do not have sufficient capital to acquire and develop additional leases. We intend to raise additional capital through loans or the sale of equity securities in order to have sufficient funds to make a bid for such properties. There is no assurance that we will ever raise such additional capital and if we are unable to raise such capital, we may have to cease operations.

At the present time, we have not identified any specific oil and gas leases which we intend to acquire other than we intend to acquire a lease in Hughes, Pontotoc, or Seminole counties, Oklahoma.

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Transportation and Production

Transportation and Sale of Oil and Natural Gas. We can make sales of oil, natural gas and condensate at market prices which are not subject to price controls at this time. The price that we receive from the sale of these products is affected by our ability to transport and the cost of transporting these products to market. Under applicable laws, the Federal Energy Regulatory Commission (“"FERC”") regulates:

-	the construction of natural gas pipeline facilities, and
-	the rates for transportation of these products in interstate commerce.

Our possible future sales of natural gas are affected by the availability, terms and cost of pipeline transportation. The price and terms for access to pipeline transportation remain subject to extensive federal and state regulation. Several major regulatory changes have been implemented by Congress and the FERC from 1985 to the present. These changes affect the economics of natural gas production, transportation and sales. In addition, the FERC is continually proposing and implementing new rules and regulations affecting these segments of the natural gas industry that remain subject to the FERC’'s jurisdiction. The most notable of these are natural gas transmission companies.

The FERC’'s more recent proposals may affect the availability of interruptible transportation service on interstate pipelines. These initiatives may also affect the intrastate transportation of gas in some cases. The stated purpose of many of these regulatory changes is to promote competition among the various sectors of the natural gas industry. These initiatives generally reflect more light-handed regulation of the natural gas industry. The ultimate impact of the complex rules and regulations issued by the FERC since 1985 cannot be predicted. In addition, some aspects of these regulatory developments have not become final but are still pending judicial and FERC final decisions. We cannot predict what further action the FERC will take on these matters. However, we do not believe that any action taken will affect it much differently than it will affect other natural gas producers, gatherers and marketers with which we might compete against.

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decisions. We cannot predict what further action the FERC will take on these matters. However, we do not believe that any action taken will affect it much differently than it will affect other natural gas producers, gatherers and marketers with which we might compete against.

Effective as of January 1, 1995, the FERC implemented regulations establishing an indexing system for transportation rates for oil. These regulations could increase the cost of transporting oil to the purchaser. We do not believe that these regulations will affect it any differently than other oil producers and marketers with which it competes with.

Regulation of Drilling and Production. Our proposed drilling and production operations are subject to regulation under a wide range of state and federal statutes, rules, orders and regulations. Among other matters, these statutes and regulations govern:

-	the amounts and types of substances and materials that may be released into the environment,
-	the discharge and disposition of waste materials,
-	the reclamation and abandonment of wells and facility sites, and
-	the remediation of contaminated sites,

and require:

-	permits for drilling operations,
-	drilling bonds, and
-	reports concerning operations.

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Oklahoma law contains:

-	provisions for the unitization or pooling of oil and natural gas properties,
-	the establishment of maximum rates of production from oil and natural gas wells, and
-	the regulation of the spacing, plugging and abandonment of wells.

Environmental Regulations

General. Our operations are affected by the various state, local and federal environmental laws and regulations, including the:

- Clean Air Act, - Oil Pollution Act of 1990, - Federal Water Pollution Control Act, - Resource Conservation and Recovery Act (“"RCRA”"), - Toxic Substances Control Act, and - Comprehensive Environmental Response, Compensation and Liability Act (“"CERCLA”").

these laws and regulations govern the discharge of materials into the environment or the disposal of waste materials, or otherwise relate to the protection of the environment. In particular, the following activities are subject to stringent environmental regulations:

-	drilling,
-	development and production operations,
-	activities in connection with storage and transportation of oil and other liquid hydrocarbons, and
-	use of facilities for treating, processing or otherwise handling hydrocarbons and wastes.

Violations are subject to reporting requirements, civil penalties and criminal sanctions. As with the industry generally, compliance with existing regulations increases our overall cost of business. The increased costs cannot be easily determined. Such areas affected include:

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-	unit production expenses primarily related to the control and limitation of air emissions and the disposal of produced water,
-	capital costs to drill exploration and development wells resulting from expenses primarily related to the management and disposal of drilling fluids and other oil and natural gas exploration wastes, and
-	capital costs to construct, maintain and upgrade equipment and facilities and remediate, plug and abandon inactive well sites and pits.

Environmental regulations historically have been subject to frequent change by regulatory authorities. Therefore, we are unable to predict the ongoing cost of compliance with these laws and regulations or the future impact of such regulations on its operations. However, we do not believe that changes to these regulations will have a significant negative effect

A discharge of hydrocarbons or hazardous substances into the environment could subject us to substantial expense, including both the cost to comply with applicable regulations pertaining to the clean-up of releases of hazardous substances into the environment and claims by neighboring landowners and other third parties for personal injury and property damage. We do not maintain insurance for protection against certain types of environmental liabilities.

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The Clean Air Act requires or will require most industrial operations in the United States to incur capital expenditures in order to meet air emission control standards developed by the EPA and state environmental agencies. Although no assurances can be given, we believe the Clean Air Act requirements will not have a material adverse effect on our financial condition or results of operations.

RCRA is the principal federal statute governing the treatment, storage and disposal of hazardous wastes. RCRA imposes stringent operating requirements, and liability for failure to meet such requirements, on a person who is either:

- a “"generator”" or “"transporter”" of hazardous waste, or - an “"owner”" or “"operator”" of a hazardous waste treatment, storage or disposal facility.

At present, RCRA includes a statutory exemption that allows oil and natural gas exploration and production wastes to be classified as non-hazardous waste. As a result, we will not be subject to many of RCRA’'s requirements because its operations will probably generate minimal quantities of hazardous wastes.

CERCLA, also known as “"Superfund”", imposes liability, without regard to fault or the legality of the original act, on certain classes of persons that contributed to the release of a “"hazardous substance”" into the environment. These persons include:

- the “"owner”" or “"operator”" of the site where hazardous substances have been released, and - companies that disposed or arranged for the disposal of the hazardous substances found at the site.

CERCLA also authorizes the EPA and, in some instances, third parties to act in response to threats to the public health or the environment and to seek to recover from the responsible classes of persons the costs they incur. In the course of our ordinary operations, we could generate waste that may fall within CERCLA’'s definition of a “"hazardous substance”". As a result, We may be liable under CERCLA or under analogous state laws for all or part of the costs required to clean up sites at which such wastes have been disposed.

Under such law we could be required to:

-	remove or remediate previously disposed wastes, including wastes disposed of or released by prior owners or operators,
-	clean up contaminated property, including contaminated groundwater, or
-	perform remedial plugging operations to prevent future contamination.

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We could also be subject to other damage claims by governmental authorities or third parties related to such contamination.

While the foregoing regulations appear extensive, we ~~believes~~believe that because itwe will initially be drilling and operating one oil or gas well, compliance with the foregoing regulations will not have any material adverse affect upon us. Further, we believe we will only spend minimal amounts of money to comply therewith in connection with ~~its~~our one proposed well.

~~-12-~~Company's Office

The Company’'s ~~Office~~offices are located at 3414 Pino Circle, Las Vegas, Nevada 89121 and our telephone number is (702) 738-8614. This is the home of Barry Underhill. We use approximately 100 square feet on a rent free basis.

The Company’s offices are located at 3414 Pino Circle, Las Vegas, Nevada 89121 and our telephone number is (702) 738-8614. This is the home of Barry Underhill. We use approximately 100 square feet on a rent free basis.

Employees

The Company is a development stage company and currently has no employees other than its ~~Officers~~sole officer and ~~Directors~~director.

ITEM 1A.

RISK FACTORS.

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

ITEM 1B.

UNRESOLVED STAFF COMMENTS.

None.

ITEM 2.

PROPERTIES.

None.

ITEM 3.

LEGAL PROCEEDINGS.

We are not presently a party to any litigation.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

PART II

ITEM 5.

MARKET FOR OUR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

There is no public trading market for our common stock. There are no outstanding options or warrants to purchase, or securities convertible into, our common stock.

Holders

There are 2four holders of record for our common stock. There are a total of 1012,~~000~~020,000 shares of common stock outstanding.

-1311-

Table of Contents

Dividends

We have not declared any cash dividends, nor do we intend to do so. We are not subject to any legal restrictions respecting the payment of dividends, except that they may not be paid to render us insolvent. Dividend policy will be based on our cash resources and needs and it is anticipated that all available cash will be needed for our operations in the foreseeable future.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser’'s written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as id and offer quotes, a dealers spread and broker/dealer compensation; the broker/dealer compensation, the broker/dealers’' duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers’' rights and remedies in cases of fraud in penny stock transactions; and, FINRA’'s toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities Authorized for Issuance Under Equity Compensation Plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

Status of Our Public Offering

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. As of the date hereof, we have not sold any shares of our common stock to anyone.

ITEM 6. SELECTED FINANCIAL DATA.

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

~~-14-~~ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION.

This section of this annual 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. 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 not targeted any additional properties and do not intend to do so, until we complete exploration of our current three leases. We have targeted the geographical area of Hughes, Seminole and Pontotoc counties in central Oklahoma.12-

WeTable ~~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.Contents

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 natural gas. Our only other source for cash at this time is loans and/or investments by others. We must raise cash to implement our project and stay in business. 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. We will not acquire an oil and gas lease or begin drilling until we have sufficient funds to do so. We believe we will need to $60,000, 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 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.

~~-15-~~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.

IfWe wedo ~~are~~not ~~unable~~intend to ~~complete~~hire ~~drilling~~additional ~~one~~employees ~~well~~at onthis ~~the~~time. ~~property,~~All weof ~~will~~the ~~suspend~~work ~~operations~~on ~~until~~any weproperty ~~raise~~will ~~more~~be ~~money.~~conducted Ifby weunaffiliated ~~can’t~~independent orcontractors ~~don’t~~that ~~raise more money,~~ we will ~~cease operations~~hire. IfThe weindependent ~~cease~~contractors ~~operations, we don’t know what we~~ will dobe ~~and~~responsible wefor ~~don’t~~drilling ~~have~~one ~~any plans to do anything~~well.

We do not intend to hire additional employees at this time. All of the work on the property will be conduct 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, and it is anticipated we will do so as reflected in the milestones that follow, 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.

-16-

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.

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~~Year ~~Inception~~ended onDecember ~~April~~31, 42014 compared with the year ended December 31, ~~2011~~2013

~~Since~~Again ~~inception,~~we ~~Barry~~have ~~Underhill,~~never ~~one~~generated ofany ~~our officers and directors has paid all our legal and accounting expenses~~revenues. Net cash provided by Mr. Underhill from inception on April 4, 2011 to December 31, 2012 was $41,564. Monies advanced by Mr. Underhill will be repaid to him from the proceeds of our public offering up to a maximum amount of $40,000.

For the year ended December 31, 2014 we had losses of $59,889 compared to losses of $16,750 for the year ended December 31, 2013. Our losses relate to general administrative expenses. In particular for the year ended December 31, 2014, we paid $39,983 to Magnus Management N.A. Ltd., company owned and controlled by the father of our former treasurer. The funds were paid pursuant to a consulting agreement dated January 1, 2014. We also paid $3,300 to Walter Brenner for services pursuant to a consulting agreement dated January 1, 2014. During the same period we paid Hui Deng $59,153 for cash advances made by her. The foregoing transactions reduced our cash to zero compared to $102,443 at December 31, 2013. We currently owe Ms. Deng $10,068.

-13-

Table of Contents

Liquidity and Capital Resources

ToWe ~~meet~~issued ~~our~~5,000,000 ~~need~~restricted ~~for~~shares ~~cash~~of wecommon ~~are~~stock ~~attempting~~ to ~~raise~~Barry ~~money~~Underhill, ~~from~~one ~~our~~of ~~public~~former ~~offering.~~our Weofficers ~~will~~and bedirectors, ~~able~~pursuant to ~~stay~~the inexemption ~~business~~contained ~~for~~in ~~one~~Section ~~year~~4(a)(2) ifof ~~we raise at least~~ the ~~minimum~~Securities ~~amount~~Act of ~~$100~~1933,~~000~~ ~~gross~~as ~~proceeds,~~amended ~~$60~~and 5,000,000 ~~net~~restricted ~~proceeds.~~shares ~~Whatever~~of ~~money~~common westock doto ~~raise~~Hui Deng, ~~will~~one beof ~~applied~~former officers and directors, pursuant to Regulation S of the ~~items~~Securities ~~set~~Act ~~forth~~of in1933. The transaction with Ms. Deng took place outside the ~~Use~~United States and Ms. Deng is not a US person. The purchase price of ~~Proceeds~~the ~~section~~10,000,000 shares of ~~our~~common ~~prospectus~~stock was $2,000. IfThis wewas ~~find~~accounted ~~oil~~for ~~and/or~~as ~~gas,~~an weacquisition ~~will~~of ~~attempt~~shares. Hui Deng has paid or advanced funds to ~~raise~~the ~~additional~~Company ~~money~~for ~~through~~payment aof ~~subsequent~~our ~~private~~legal ~~placement,~~and ~~public~~accounting ~~offering~~expenses or($59,153 through ~~loans~~December 31, 2014). The amount owed to ~~drill~~Ms. ~~additional~~Deng ~~wells~~was non-interest bearing, unsecured and due on demand. Further, the ~~property~~agreement with Ms. ToDeng dowas ~~so,~~oral weand ~~will~~there ~~have~~is tono ~~find~~written ~~alternative~~document ~~sources~~evidencing the agreement. On January 23, ~~like~~2014, athe ~~second~~Company ~~public~~paid ~~offering~~$59,153 ato ~~private~~Ms. ~~placement~~Deng in repayment of ~~securities~~the $59,153 ordue ~~loans~~to ~~from~~related ~~our~~party ~~officers~~balance orat ~~others~~December 31, 2013.

~~Our~~As ~~officers~~of ~~and~~March ~~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~~31, ~~we have not made any arrangements to raise additional cash~~2015, ~~other than through~~ our ~~public~~total ~~offering.~~assets Ifwere we$-0- ~~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~~total ~~offering,~~liabilities itwere ~~will last a year. Other than as described in this paragraph~~$23, ~~we have no other financing plans~~399.

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. Barry Underhill covered our initial expenses of $41,564. The amount owed to Mr. Underhill is non-interest bearing, unsecured and due on demand. Further, the agreement with Mr. Underhill is oral and there is no written document evidencing the agreement.

At of December 31, 2012 our total assets were $26,715 and our total liabilities were $49,475.

-17-

ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ALTONA RESOURCES INC.

INDEX TO THE FINANCIALS

		Index
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		1915
FINANCIAL STATEMENTS
	Balance Sheets	2016
	Statements of Operations	2117
	Statements of Stockholders’ Equity	22
	Statements of Stockholders' Equity (Deficiency)	18
	Statements of Cash Flows	2319
NOTES TO FINANCIAL STATEMENTS		2420 – 23

-1814-

Index to Financials

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Altona Resources Inc.

I have audited the accompanying balance sheets of Altona Resources Inc. (the “"Company”"), a development stage company, as of December 31, ~~2012~~2014 and ~~2011~~2013 and the related statements of operations, stockholders’' equity (deficiency), and cash flows for the ~~year~~years ended December 31, ~~2012,~~2014 ~~the~~and ~~period April 4~~2013, ~~2011 (inception) to December 31, 2011~~ and the period April 4, 2011 (inception) to December 31, ~~2012~~2014. These financial statements are the responsibility of the Company’'s management. My responsibility is to express an opinion on these financial statements based on my audit.

I conducted my audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Altona Resources Inc. as of December 31, ~~2012~~2014 and ~~2011~~2013 and the results of its operations and cash flows for the ~~year~~years ended December 31, ~~2012,~~2014 ~~the~~and ~~period April 4~~2013, ~~2011 (inception) to December 31, 2011~~ and the period April 4, 2011 (inception) to December 31, ~~2012~~2014 in conformity with accounting principles generally accepted in the United States.

The accompanying financial statements referred to above have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company’'s present financial situation raises substantial doubt about its ability to continue as a going concern. Management’'s plans in regard to this matter are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ ~~Michael~~MICHAEL T. ~~Studer~~STUDER, CPA, P.C.

Michael T. Studer, CPA, P.C.

Freeport, New York

March 2231, ~~2013~~2015

F-~~19-~~1

Altona Resources Inc.
(A Development Stage Company)
Balance Sheets
(Expressed in US Dollars)
			December 31,		December 31,
			2012		2011
ASSETS
Current Assets
	Cash	$	1,715	$	1,772
Total Current Assets			1,715		1,772
	Deferred offering costs		25,000		15,000
Total Assets		$	26,715	$	16,772
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
	Accounts payable and accrued liabilities	$	7,911	$	6,800
	Due to related party		41,564		17,155
Total current liabilities			49,475		23,955
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		(24,760)		(9,183)
Total stockholders’ deficiency			(22,760)		(7,183)
Total Liabilities and Stockholders’ Deficiency		$	26,715	$	16,772

-15-

Index to Financials

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

	December 31,			December 31,
	2014			2013

ASSETS
Current Assets
Cash	$	-		$	102,443
Total Current Assets		-			102,443
Other assets		-			-
Total Assets	$	-		$	102,443




LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
Current Liabilities
Accounts payable and accrued liabilities	$	13,331		$	6,800
Due to related party		10,068			59,153
Total current liabilities		23,399			65,953
Stockholders' Equity (Deficiency)
Common stock, $0.00001 par value
Authorized: 200,000,000 shares
Issued and outstanding: 12,020,000 and 12,020,000 common shares, respectively		120			120
Additional paid-in capital		77,880			77,880

Deficit accumulated during the development stage		(101,399	)		(41,510	)
Total stockholders' equity (deficiency)		(23,399	)		36,490
Total Liabilities and Stockholders' Equity (Deficiency)	$	-		$	102,443

See notes to financial statements.

-2016-

Altona Resources Inc.
(A Development Stage Company)
Statements of Operations
(Expressed in US Dollars)
					Period from		Period from
					inception		inception,
			Year ended		April 4, 2011 to		April 4, 2011 to
			December 31,		December 31,		December 31,
			2012		2011		2012
Revenue
	Revenue	$	-	$	-	$	-
Total Revenue			-		-		-
Expenses
	General and administrative		15,577		9,183		24,760
Total Costs and Expenses			15,577		9,183		24,760
Net Loss		$	(15,577)	$	(9,183)	$	(24,760)
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

Index to Financials

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


									Period from
									inception,
	Year ended				Year ended				April 4, 2011 to
	December 31,				December 31,				December 31,
	2014				2013				2014

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

Expenses
General and administrative			59,889				16,750				101,399
Total Costs and Expenses			59,889				16,750				101,399
Net Loss		$	(59,889	)		$	(16,750	)		$	(101,399	)

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			12,020,000				11,228,603				10,446,209

See notes to financial statements.

-2117-

Altona Resources Inc.
(A Development Stage Company)
Statements of Stockholders’ Deficiency
For the period April 4, 2011 (inception) to December 31, 2012
(Expressed in US Dollars)
							Deficit
							Accumulated
	Common Stock,				Additional		During the		Total
	$0.00001 Par Value				Paid-in		Development		Stockholders’
	Shares		Amount		Capital		Stage		Deficiency
Balance, April 4, 2011 (Date of Inception)	-	$	-	$	-	$	-	$	-
Shares sold at $0.0002 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)

Index to Financials

Altona Resources Inc.
(A Development Stage Company)
Statements of Stockholders' Equity (Deficiency)
For the period April 4, 2011 (inception) to December 31, 2014
(Expressed in US Dollars)


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

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

Shares sold at $0.0002 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	)


Shares sold at $0.05 per share on May 10, 2013 (less offering costs of $25,000)		2,020,000		20		75,980		-			76,000


Net loss for year ended December 31, 2013		-		-		-		(16,750	)		(16,750	)
Balance, December 31, 2013		12,020,000	$	120	$	77,880	$	(41,510	)	$	36,490


Net loss for year ended December 31, 2014		-		-		-		(59,889	)		(59,889	)
Balance, December 31, 2014		12,020,000		120		77,880		(101,399	)		(23,399	)

See notes to financial statements.

-2218-

Altona Resources Inc.
(A Development Stage Company)
Statements of Cash Flows
(Expressed in US Dollars)
						Period from		Period from
						inception		inception,
				Year ended		April 4, 2011 to		April 4, 2011 to
				December 31,		December 31,		December 31,
				2012		2011		2012
Cash Flows from Operating Activities
	Net loss		$	(15,577)	$	(9,183)	$	(24,760)
	Changes in operating assets and liabilities
		Accounts payable and accrued liabilities		1,111		6,800		7,911
Net cash provided by (used for) operating activities				(14,466)		(2,383)		(16,849)
Cash Flows from Financing Activities
	Loans from related party			24,409		17,155		41,564
	Proceeds from sales of common stock			-		2,000		2,000
	Offering costs paid			(10,000)		(15,000)		(25,000)
Net cash provided by financing activities				14,409		4,155		18,564
Increase in cash				(57)		1,772		1,715
Cash, beginning of period				1,772		-		-
Cash, end of period			$	1,715	$	1,772	$	1,715
Supplemental disclosures of cash flow information:
	Interest paid		$	-	$	-	$	-
	Income taxes paid		$	-	$	-	$	-

Index to Financials

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


									Period from
									inception,
	Year ended				Year ended				April 4, 2011 to
	December 31,				December 31,				December 31,
	2014				2013				2014


Cash Flows from Operating Activities
Net loss		$	(59,889	)		$	(16,750	)		$	(101,399	)
Changes in operating assets and liabilities
Accounts payable and accrued liabilities			6,531				(1,111	)			13,331
Net cash provided by (used for) operating activities			(53,358	)			(17,861	)			(88,068	)

Cash Flows from Financing Activities
Loans from related party			(49,085	)			17,589				10,068
Proceeds from sales of common stock			-				101,000				103,000
Offering costs paid			-				-				(25,000	)
Net cash provided by financing activities			(49,085	)			118,589				88,068
Increase in cash			(102,443	)			100,728				-

Cash, beginning of period			102,443				1,715				-

Cash, end of period		$	-			$	102,443			$	-


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

See notes to financial statements.

-2319-

Index to Financials

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2014

(Expressed in US Dollars)

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 December 31, ~~2012~~2014, the Company had cash of $~~1,715,~~0 and negative working capital of $4723,~~760 and a stockholders’ deficiency of $22,760~~399. Further, the Company has incurred a net loss of $24101,~~760~~399 for the period from April 4, 2011 (inception) to December 31, ~~2012~~2014. 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.

The Company is conducting a public offering of up to 4,000,000 shares of common stock at a price of $0.05 per share or $200,000 (minimum of 2,000,000 shares or $100,000). In the event that 2,000,000 shares are not sold by May 10, 2013 (270 days from the August 13, 2012 effective date of the registration statement), any money received from subscribers to the offering ($0 to date) will need to be returned to the respective subscribers. There is no assurance that the offering will be completed.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a)	Basis of presentation

The Company has been presented as a “"development stage company”" in accordance with Accounting Standards Codification (“"ASC”") 915, “"Development Stage Entities”". Since inception, the Company’'s activities have been limited to organizational efforts, obtaining initial financing, and making filings with the Securities and Exchange Commission.

b) ~~Cash~~ Use of Estimates and Assumptions

Cash consists of cash on deposit with a high quality major financial institution.

c) Use of Estimates and Assumptions

The preparation of financial statements in conformity with United States generally accepted accounting principles 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 reporting period. Actual results could differ from those estimates.

~~-24-~~c) Financial Instruments

The carrying values of the Company's financial instruments, consisting of accounts payable and accrued liabilities and due to related party, approximate their fair value because of the short maturity of these instruments.

-20-

Index to Financials

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2014

(Expressed in US Dollars)

d) ~~Financial~~ ~~Instruments~~Income Taxes

The ~~carrying~~Company ~~values~~uses of the ~~Company’s~~asset ~~financial~~and ~~instruments,~~liability ~~consisting~~method of ~~cash,~~accounting ~~accounts~~for ~~payable~~income ~~and~~taxes ~~accrued~~in ~~liabilities,~~accordance ~~and~~with ~~due~~ASC ~~to related party~~740, ~~approximate~~"Income ~~their~~Taxes". ~~fair~~This ~~value~~standard ~~because~~requires of the ~~short~~use ~~maturity~~ of ~~these~~an ~~instruments.~~asset ~~The Company’s operations are outside the United States~~ and ~~some~~liability ofapproach ~~its~~for ~~future~~financial ~~assets~~accounting and ~~liabilities~~reporting ~~may~~on ~~have~~income ~~exposure to market risks from changes in foreign currency rates~~taxes. ~~The~~If ~~Company’s~~it ~~financial~~is ~~risk~~more islikely ~~the~~than ~~risk~~not that ~~arises~~some ~~from~~portion ~~fluctuations~~or inall ~~foreign exchange rates and the degree~~ of ~~volatility~~a ofdeferred ~~these~~tax ~~rates.~~asset ~~Currently,~~will ~~the Company does~~ not ~~use~~be ~~derivative~~realized, ~~instruments~~a tovaluation ~~reduce~~allowance ~~its~~is ~~exposure to foreign currency risk~~recognized.

e) ~~Income~~ ~~Taxes~~Basic and Diluted Net Loss per Share

The Company ~~uses~~reports ~~the~~net ~~asset~~loss ~~and~~per ~~liability~~share ~~method of accounting for income taxes~~ in accordance with ASC ~~740~~260, ~~“Income~~"Earnings ~~Taxes”~~per Share". ~~This~~Basic ~~standard~~net ~~requires~~loss ~~the~~per ~~use~~share ofis ancomputed ~~asset~~using ~~and~~the ~~liability~~weighted ~~approach~~average ~~for~~number ~~financial~~of ~~accounting~~shares ~~and~~of ~~reporting~~common onstock ~~income~~outstanding ~~taxes~~during the period. IfDiluted itnet isloss ~~more~~per ~~likely~~share ~~than~~is ~~not~~computed ~~that~~using ~~some~~the ~~portion~~weighted oraverage ~~all~~number of ashares ~~deferred~~of ~~tax~~common ~~asset~~stock ~~will~~and potentially dilutive securities outstanding during the periods (none for the periods presented). The Company has no stock option plan and has not beissued ~~realized,~~any awarrants ~~valuation~~or ~~allowance~~other ispotentially ~~recognized~~dilutive securities.

gf) ~~Foreign~~ ~~Currency~~Recent ~~Translation~~Accounting Pronouncements

In June 2014, The ~~Company’s~~Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-10, "Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation" ("ASU 2014-10"). ASU 2014-10 removes the financial reporting distinction between development stage entities and ~~functional~~other ~~currency~~reporting isentities and eliminates the ~~U.S.~~requirements ~~dollar.~~for ~~Non-U.S.~~development ~~dollar~~stage ~~transactions~~entities ~~are~~to ~~translated~~(1) atpresent inception-to-date information in the ~~exchange~~statements ~~rate~~of ~~prevailing~~income, atcash flows, and shareholder equity, (2) label the ~~time~~financial statements as those of a development stage entity, (3) disclose a description of the ~~transaction.~~development ~~Non-U.S.~~stage ~~dollar~~activities ~~monetary~~in ~~assets~~which the entity is engaged, and ~~liabilities~~(4) ~~are~~disclose ~~translated~~in atthe ~~period-end~~first ~~exchange~~year ~~rates~~in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The Company is required to adopt this new standard on a retrospective basis for the year ending December 31, 2015, and ~~exchange~~interim ~~gains~~periods therein; however, early application is permitted. Other than simplifying the presentation of the financial statements and ~~losses~~disclosures ~~are~~needed ~~reflected~~to inbe ~~operations~~made by the Company, the Company believes that the adoption of ASU 2014-10 will not materially affect its future financial statements.

~~h) Basic~~Certain other accounting pronouncements have been issued by the FASB and ~~Diluted~~other ~~Net~~standard ~~Loss~~setting ~~per~~organizations ~~Share~~which are not yet effective and therefore have not yet been adopted by the Company. The impact on the Company's financial position and results of operations from adoption of these standards is not expected to be material.

The Company reports net loss per share in accordance with ASC 260, “Earnings per Share”. Basic net loss per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed using the weighted average number of shares of common stock and potentially dilutive securities outstanding during the periods (none for the periods presented). The Company has no stock option plan and has not issued any warrants or other potentially dilutive securities.

i) Deferred Offering Costs

Deferred offering costs consist of legal fees paid to a law firm to prepare a registration statement on Form S-1 in connection with the Company’s public offering of securities (see note 6). If the offering is successfully completed, the costs will be charged to additional paid in capital. If the offering is not successfully completed, the costs will be charged to operations.

3. DUE TO RELATED PARTY

At December 31, ~~2012~~2014 and ~~2011~~December 31, 2013, the Company iswas indebted to the former treasurer (and a director) of the Company (to February 5, 2015) for cash and other advances of $4110,~~564~~068 and $1759,~~155~~153, respectively. The ~~amounts~~liability ~~are~~is unsecured, non-interest bearing and ~~are~~ due on demand.

-2521-

Index to Financials

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2014

(Expressed in US Dollars)

4. COMMON STOCK

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

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

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:

								Cumulative during the
		Year ended December 31, 2014				Year ended December 31, 2013			Cumulative during the Development stage (April 4, 2011 to December 31, 2014
					Period from Inception			Development stage
Expected tax at 35%		$	(20,961	)		$	(5,863	)	$	(35,490	)
		Year ended			April 4, 2011 to			(April 4, 2011 to
Increase in valuation allowance			20,961				5,863			34,490
		December 31, 2012			December 31, 2011			December 31, 2012)
Income Tax provision		$	-			$	-		$	-
Expected tax at 35%	$	(5,452)		$	(3,214)		$	(8,666)
Increase in valuation allowance		5,452			3,214			8,666
Income Tax provision	$	-		$	-		$	-

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

		December 31, 2012			December 31, 2011
		December 31, 2014				December 31, 2013
Net operating loss carryforward	$	~~8,666~~$	35,490	$	~~3,214~~	$	14,529
Less valuation allowance		~~(8,666)~~	(35,490	)	~~(3,214)~~		(14,529	)
Income tax provision	$	-$	-	$	-	$	-

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. At December 31, ~~2012~~2014, the Company has a net operating loss carryforward of $24101,~~760~~399, which $9,183 expires in year 2031, ~~and~~ $15,577 expires in year 2032 and $16,750 expires in year 2033 and $59,889 expires in year 2034. 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.

-2622-

Index to Financials

ALTONA RESOURCES INC.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, ~~2012~~2014

(Expressed in US Dollars)

6. ~~COMMITMENTS~~ GENERAL AND ~~CONTINGENCIES~~ADMINISTRATIVE EXPENSES

~~Public~~On ~~Offering~~January 23, 2014, the Company paid a total of $39,983 to Magnus Management N.A. Ltd. ("Magnus") for consulting services rendered pursuant to an Agreement for Services dated January 1, 2014 with Magnus. Magnus is controlled by the father of the Company's former treasurer.

On ~~September~~January 1923, ~~2011~~2014, the Company ~~executed~~paid an$3,300 ~~engagement letter agreement with its law firm~~ to ~~prepare~~Walter ~~and~~Brenner ~~file a Form S-1 registration statement with the SEC in connection with the Company’s public offering~~ (~~see Note 1~~"Brenner"). ~~The agreement provided~~ for ~~total~~consulting ~~payments~~services ofpursuant ~~$25,000~~ to ~~the~~an ~~law~~Agreement ~~firm,~~for ~~$15,000~~Services ~~upon~~dated ~~execution~~January ~~of the agreement ($15,000 was paid September 19, 2011) and the balance when the Form S-~~1 ~~registration statement is declared effective by the SEC ($10~~,~~000~~ ~~was~~2014 ~~September 5, 2012 by an entity affiliated~~ with ~~the treasure of the Company)~~Brenner. ~~On August 13, 2012, the Form S-1 was declared effective by the SEC.~~

In the event that 2,000,000 shares ($100,000) are not sold by May 10, 2013 (270 days from the August 13, 2012 effective date of the registration statement), any money received from subscribers to the offering will need to be returned to the respective subscribers7. SUBSEQUENT EVENTS

ToOn ~~date~~February 2, no2015, ~~sales~~Barry Underhill (then president of the Company) and Hui Deng (then treasurer of the Company) each transferred 5,000,000 shares of Company common stock ~~have~~owned ~~been~~by ~~made~~them in(10,000,000 ~~connection~~shares ~~with~~total) to Good Source International Holding Group Limited, a corporation organized under the ~~public~~laws ~~offering~~of the Territory of the British Virgin Islands ("Good Source"). After the transactions, Good Source owns approximately 83% of the 12,020,000 issued and outstanding shares of Company common stock.

~~-27-~~On February 5, 2015, Barry Underhill and Hui Deng resigned their positions as officers and directors of the Company and Ms. Ying Nie was appointed chief executive officer and director of the Company.

-23-

Table of Contents

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

There have been no disagreements on accounting and financial disclosures from the inception of our company through the date of this Form 10-K. Our financial statements for the period from inception to December 31, ~~2012,~~2014 included in this report have been audited by Michael T. Studer CPA PC, as set forth in this annual report.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “"disclosure controls and procedures,”" as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “"Exchange Act”"), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “"Evaluation”"), under the supervision and with the participation of our Chief Executive Officer (“"CEO”") and Chief Financial Officer (“"CFO”"), of the effectiveness of the design and operation of our disclosure controls and procedures (“"Disclosure Controls”") as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Limitations on the Effectiveness of Controls

Our management, including our CEO and CFO, does not expect that our Disclosure Controls and 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 controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management or board override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

-28-

CEO and CFO Certifications

Appearing immediately following the Signatures section of this report there are Certifications of the CEO and the CFO. The Certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this report, which you are currently reading is the information concerning the Evaluation referred to in the Section 302 Certifications and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

~~Management’s Report on Internal Control over Financial Reporting~~-24-

~~Our~~Table management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.Contents

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’Management's ~~assets~~Report ~~that~~on ~~could~~Internal ~~have~~Control aover ~~material~~Financial ~~effect on the financial statements.~~Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). The Company's internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America.

Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal controls over financial reporting may not prevent or detect misstatements. All internal control systems, no matter how well designed, have inherent limitations, including the possibility of human error and the circumvention of overriding controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of December 31, ~~2012~~2014. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework. Based on our assessment, as of December 31, ~~2012~~2014, the Company’'s internal control over financial reporting was effective.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during the quarter ended December 31, ~~2012~~2014 that have affected, or are reasonably likely to affect, our internal control over financial reporting.

-29-

ITEM 9B. OTHER INFORMATION.

None.

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Officers and Directors

Our directors serve until their successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serves until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

The ~~names~~name, ~~addresses~~address, ~~ages~~age and ~~positions~~position of our present ~~officers~~sole officer and ~~directors~~director ~~are~~is set forth below:

Name and Address	Age	Position(s)
Barry Underhill	44	President, Principal Executive Officer, Principal
3414 Pino Circle		Accounting Officer, Secretary, Principal Financial
Las Vegas, Nevada 89121		Officer, and a Member of the Board of Directors
Hui Deng	31	Treasurer and a Member of the Board of
19-3-9		Directors
Ling Yun Er Jie, Sha He Kou Qu
DaLian, Liao Ning, China

-25-

~~The~~Table ~~people named above have held their offices/positions since inception~~ of ~~our company and are expected to hold their offices/positions until the next annual meeting of our stockholders.~~Contents

Background of Officers and Directors

Name and Address	Age	Position(s)

Ying Nie 3414 Pino Circle Las Vegas, Nevada 89121	33	President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a Member of the Board of Directors

~~Barry~~The ~~Underhill~~individual -named ~~President,~~above ~~Principal~~has ~~Executive~~held ~~Officer,~~her ~~Secretary,~~offices/positions ~~Principal~~since ~~Financial~~February ~~Officer~~5, ~~Principal~~2015 ~~Accounting~~and ~~Officer~~is ~~and~~expected ato ~~member~~hold ofher offices/positions until the ~~Board~~next annual meeting of ~~Directors~~our stockholders.

~~Since~~Background ~~April 4, 2011, Barry Underhill has been our president, principal executive officer, principal financial officer, principal accounting officer and a member~~ of ~~our~~Sole ~~board~~Officer ~~of directors~~ and since August 3, 2012 has been our secretary. Since December 2005, Mr. Underhill has been a director of Abington Resources Ltd. (formerly, Abington Ventures Inc.), which is focused on the acquisition, exploration and development of oil and gas and mineral properties, particularly precious metals. Abington Resources Ltd. is publicly traded on the TSX Venture Exchange under the symbol “ABL”. Since April 2012, Mr. Underhill has been their chief executive officer and president. Since October 2009, he has been a director for Hellix Ventures Inc. Hellix Ventures Inc. is a natural resource company with a focus on identification, acquisition, exploration and development of gold and silver properties in North America. Helix Ventures Inc. is a reporting issuer in British Columbia and Alberta, Canada and its shares are listed for trading on the TSX Venture Exchange under the symbol “HEL”. Mr. Underhill was formerly a licensed insurance salesperson and licensed stockbroker in Canada.Director

Ying Nie -~~30-~~ President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer Secretary, Treasurer and a member of the Board of Directors

~~Hui~~Since ~~Deng~~February -5, ~~Treasurer~~2015, Ying Nie has been our president, principal executive officer, principal financial officer, principal accounting officer and a member of our board of directors. From June 2012 to December 2014, Ms. Nie was Tax Manager of Boardroom Business Solutions Pte Ltd. Her duties included preparation and review of income tax return for individuals and businesses; attending tax queries from client and tax authority; preparation and review of GST (VAT) returns; providing tax advisory support to other business units within the ~~Board~~group; providing GST consultancy to a mixed portfolio of ~~Directors~~corporate client; and, coaching and providing guidance to junior tax staff. From October 2011 to June 2012, Ms. Nie was an Account Associates with Boardroom Business Solutions Pte Ltd. Her duties included preparation of the management account for clients from heath, finance and marine industry; submission of quarterly GST (VAT) returns for clients; liaison between auditors and tax agents; preparation of payroll reports and calculations of CPF contributions; and, preparation of submission of employee tax returns. From August 2005 to July 2008, Ms. Nie was an accountant with GSY Pharmaceutical Ltd. Her duties included receipt of and processing of all invoices, expense forms and requests for payment; dealing with daily transactions for the petty cash and ensure that reconciliations are completed on a weekly basis; ensuring all filings were done in a timely and accurate manner; handling of all accounts receivables and payables; and, maintaining and preparing reports as required by senior management. From January 2009 to February 2011, Ms. Nie attended Kaplan Financial Education Centre, Singapore where she succeeded in passing all 14 CPA papers in two years. From September 2001 to July 2005, Ms. Nie attended Shanxi University of Finance and Economics, China where she graduated with a Bachelor of Science degree in financial management. Ms. Nie was appointed to our board of directors because of her business experience.

~~Since~~During ~~April 4, 2011, Hui Deng has been our treasurer and a member of~~ the ~~board~~past often ~~directors. Ms. Deng was our secretary from April 4~~years, ~~2011 to August 3, 2012~~Ms. ~~She~~ ~~resigned~~Nie ashas ~~our~~not ~~secretary~~been ~~on August 3, 2012 as a result her inability to perform her duties as our secretary from China. From June 2010 to August 2011, Hui Deng was~~ the ~~secretary,~~subject ~~treasurer and a member~~ of the ~~board~~following of directors for MultiPlayer Online Dragon Inc., a publicly trading company under the symbol “MYDR”. Since September 2004, Ms. Deng has been self employed marketing consultant focusing on Internet advertising and marketing in China.events:

During the past ten years, Mr. Underhill and Ms. Deng have not been the subject of the following events:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

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Table of Contents

ii)

Engaging in any type of business practice; or

iii)

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

-31-

Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

Any Federal or State securities or commodities law or regulation; or

ii)

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

iii)

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Conflicts of Interest

We believe ~~Mr. Underhill or~~ Ms. ~~Deng~~Nie will not be subject to conflicts of interest, since we will not acquire any additional properties which ~~Mr. Underhill and~~ Ms. ~~Deng~~Nie own any interest, directly or indirectly. No policy has been implemented or will be implemented to address conflicts of interest.

Audit Committee Financial Expert

We do not have an audit committee financial expert. We do not have an audit committee financial expert because we believe the cost related to retaining a financial expert at this time is prohibitive. Further, because we are only beginning our commercial operations, at the present time, we believe the services of a financial expert are not warranted.

Audit Committee and Charter

We have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. None of our directors are deemed independent. All directors also hold positions as our officers. Our audit committee is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 with this Form 10-K.

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Table of Contents

employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee. A copy of the audit committee charter is filed as Exhibit 99.2 with our Form 10-K filed with the Securities and Exchange Commission on March 22, 2013.

Code of Ethics

We have adopted a corporate code of ethics. We believe our code of ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code. A copy of the code of ethics is filed as Exhibit 14.1 with ~~this~~our Form 10-K filed with the Securities and Exchange Commission on March 22, 2013.

Disclosure Committee and Charter

We have a disclosure committee and disclosure committee charter. Our disclosure committee is comprised of all of our officers and directors. The purpose of the committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us and the accuracy, completeness and timeliness of our financial reports. A copy of the disclosure committee charter is filed as Exhibit 99.3 with ~~this~~our Form 10-K filed with the Securities and Exchange Commission on March 22, 2013.

Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who beneficially own more than 10% of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than 10% shareholders are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file. ~~Currently~~No weofficers, ~~are~~directors, ~~not~~or ~~subject~~owners toof ~~the~~10% ~~requirements~~or more of ~~Section~~the ~~16(a)~~outstanding shares of ~~the~~common ~~Exchange~~stock ~~Act~~have ~~and~~filed ~~accordingly~~Form no3, ~~filings~~4, ~~referred~~or to5 ~~above~~with ~~have~~the ~~been~~SEC ~~made~~and byare ~~any~~currently ofdelinquent ~~the~~with ~~persons~~respect ~~named above~~thereto.

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth information with respect to compensation paid by us to our officers for the last two fiscal years.

Summary Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
							Change in
							Pension Value
						Non-Equity	& Nonqualified
							& Nonqualified
						Incentive	Deferred	All
						Non-Equity	Deferred
				Stock	Option	Incentive Plan	Compensation	All Other
Name and Principal		Salary	Bonus	Awards	Awards	Compensation	Earnings	Compensation	Totals
Position	Year	($)	($)	($)	($)	(S)	($)	($)	($)
Barry Underhill	2012	0	0	0	0	0	0	0	0
Ying Nie	2014	0	0	0	0	0	0	0	0
President, Secretary,	2011	0	0	0	0	0	0	0	0
President, CEO & CFO	2013	0	0	0	0	0	0	0	0
CEO & CFO
Barry Underhill	2014	0	0	0	0	0	0	0	0
Hui Deng	2012	0	0	0	0	0	0	0	0
Former President, CEO & CFO	2013	0	0	0	0	0	0	0	0
Treasurer	2011	0	0	0	0	0	0	0	0
(resigned 2/05/15)
Hui Deng	2014	0	0	0	0	0	0	0	0
Former Treasurer (resigned 2/05/15)	2013	0	0	0	0	0	0	0	0

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AsTable of ~~the date hereof, we have not entered into an employment contract with our officers and do not intend to enter into any employment contracts until such time as it profitable to do so.~~Contents

As of ~~March~~the 4,date ~~2013~~hereof, we have not ~~paid~~entered into an employment contract with our sole officer and do not intend to enter into any ~~compensation~~employment contracts until such time as it profitable to ~~our~~do ~~officers~~so.

As of March 31, 2015, we have not paid any compensation to our officers.

The following table sets forth information with respect to compensation paid by us to our directors during the last completed fiscal year. Our fiscal year end is December 31.

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Change in Pension
					Pension
					Value & Nonqualified
	Fees				Value and
	Fees Earned			Non-Equity	Deferred
	Earned			Non-Equity	Nonqualified
	Or	Stock	Option	Incentive Plan	Compensation	All Other
	or			Incentive	Deferred	All
	Paid in Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
	Paid in	Stock	Option	Plan	Compensation	Other
	Cash	Awards	Awards	Compensation	Earnings	Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)
Barry Underhill	0	0	0	0	0	0	0
Ying Nie	0	0	0	0	0	0	0
Hui Deng	0	0	0	0	0	0	0
Barry Underhill (resigned 2/015/2015)	0	0	0	0	0	0	0
Hui Deng (resigned 2/015/2015)	0	0	0	0	0	0	0

All compensation received by our ~~officers~~sole officer and ~~directors~~director has been disclosed.

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

We have no plans to pay any salaries to anyone until mineralized material is discovered and we begin selling the same.

As of March 431, ~~2013~~2015, we have not paid any compensation to ~~our~~ directors.

Long-Term Incentive Plan Awards

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

Compensation of Directors

Our directors do not receive any compensation for serving as a member of the board of directors.

-34-

Indemnification

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney’'s fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

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Table of Contents

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in this offering. The stockholders listed below have direct ownership of their shares.

			Percentage of
Name and Address	Amount of
		Number of Shares	Ownership
Beneficial Ownership	Beneficial Ownership	Percentage
	Number of	After Offering	After the Offering
Ying Nie 3414 Pino Circle Las Vegas, Nevada 89121	0	0.00%
Name and Address	Shares Before	Assuming all of the	Assuming all of the
All Officers and Directors as a Group (1 individual)	0	0.00%
Beneficial Ownership [1]	The Offering	Shares are Sold	Shares are Sold
Good Source International Holding Group Limited Unit 8, 3/F, Qwomar Trading Complex, Blackburne Road, Port Purcell, Road Town, Totala, British Virgin Islands, VG1110	10,000,000	83.19%
Barry Underhill	5,000,000	5,000,000	35.71%
3414 Pino Circle
Las Vegas, Nevada 89121
Hui Deng	5,000,000	5,000,000	35.71%
19-3-9
Ling Yun Er Jie, Sha He Kou Qu
DaLian, Liao Ning, China
All Officers and Directors	10,000,000	10,000,000	71.42%
as a Group (2 people)

[1] The people named above are “promoters” as defined in the Securities Exchange Act of 1934. Mr. Underhill and Ms. Deng are our only promoters.

-35-

Future sales by existing stockholders

On April 4, 2011, Barry Underhill and Hui Deng, our former officers and directors, were each issued 5,000,000 shares of common stock. On February 2, 2015, Mr. Underhill and Ms. Deng transferred all of their right, title and interest in their combined 10,000,000 shares of our common stock to Good Source International Holding Group Limited. The 10,000,000 shares are restricted securities, as defined in Rule 144 of the Rules and Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the restricted shares can be publicly sold commencing six months after their acquisition provided we are not a “"shell company”" as defined in Rule 405 of the Securities Act of 1933. A shell company is defined as a company that has no or nominal operations and has no or nominal assets or its only asset is cash. The SEC has determined in Release No. 33-8869 that it was never its intention to capture a “"startup company”" or in other words a company with a limited operation history in the definition of a shell company. We believe we are not a shell company since we are in the startup phase of operations. However, the Financial Industry Regulatory Authority (FINRA), which ~~owns~~regulates ~~and operates~~ the OTC Bulletin Board, makes an independent examination and decision regarding shell company status. FINRA has been notorious in determining that startup companies are shell companies and has refused to allow its member firms (SEC registered broker/dealers) to disseminate quotations for companies that do not acknowledge they are shell companies, even though as a matter of law, they may not in fact be shell companies. If we want our shares to be traded on the OTC Bulletin Board, we may have to represent to FINRA that we are a shell company in order to allow quotations to be disseminated by FINRA members.

~~The~~Good 16Source International has a total of 10,000,000 shares ~~that~~of ~~may~~our bestock. If ~~purchased~~they ~~from~~sell ~~our~~their ~~public~~stock ~~offering~~into ~~are~~the ~~resalable~~market, ~~and~~the sales ofmay ~~all~~cause ofthe ~~our~~market ~~other~~price ~~shares~~of ~~after~~the ~~applicable~~stock ~~restrictions~~to ~~expire,~~drop. They ~~could~~will ~~have~~only abe ~~depressive~~able ~~effect~~to onsell ~~the~~their ~~market~~shares ~~price,~~into ifa ~~any~~market, ofshould ~~our~~it ~~common~~develop, ~~stock~~if ~~and~~we ~~the~~are ~~shares~~not wea ~~are~~shell ~~offering~~company.

Barry Underhill and Hui Deng each have a total of 5,000,000 shares of our stock. They will likely sell a portion of their stock if the market price goes above $0.05. If they do sell their stock into the market, the sales may cause the market price of the stock to drop. They will only be able to sell his shares into a market, should it develop, if we are not a shell company.-30-

Table of Contents

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

InOn ~~April~~February ~~2011~~2, we2015, ~~issued~~Barry Underhill, our then president, principal executive officer, secretary, principal financial officer, principal accounting officer, and a member of our board of directors transferred all of his right, title and interest in and to 5,000,000 restricted shares of ~~restricted~~our common stock owned by him to ~~Barry~~Good ~~Underhill~~Source ~~and~~International Holding Group Limited, a corporation organized under the laws of the Territory of the British Virgin Islands ("Good Source"). The transaction with Good Source was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Regulation S promulgated under the Act. The 5,000,000 ~~restricted~~ shares of restricted common stock transferred by Mr. Underhill to ~~Hui~~Good ~~Deng,~~Source constituted all of our ~~officers~~shares ~~and~~owned ~~directors,~~by inMr. ~~consideration~~Underhill at the time of ~~$1,000~~the ~~each~~transfer.

~~Barry~~On ~~Underhill~~February ~~has~~2, ~~advanced~~2015, usHui ~~$41~~Deng,~~564~~ our then treasurer and a member of our board of directors transferred all of her right, title and interest in ~~order~~and to ~~cover~~5,000,000 restricted shares of our common stock owned by her to Good Source International Holding Group Limited, a corporation organized under the ~~costs~~laws of the Territory of the British Virgin Islands ("Good Source"). The transaction with Good Source was exempt from the registration requirements of the Securities Act of 1933, as amended (the "Act"), pursuant to Regulation S promulgated under the Act. The 5,000,000 shares of restricted common stock transferred by Ms. Deng to Good Source constituted all of our ~~public~~shares ~~offering~~owned by Ms. Deng at the time of the transfer.

We use approximately 10 square feet of space at Mr. Underhill’s office for our operations on a rent free basis.

Mr. Underhill and Ms. Deng are our only promoters. They will not receive anything of value from us, directly or indirectly, in their capacity as promoters other than as disclosed in our public offering.

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ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and ~~review~~reviews of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2012	$	6,800	Michael T. Studer CPA PC
2014	$	11,600	Michael T. Studer CPA PC
2011	$	6,800	Michael T. Studer CPA PC
2013	$	11,600	Michael T. Studer CPA PC

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:

2012	$	Michael T. Studer CPA PC
2014	$	Michael T. Studer CPA PC
2011	$	Michael T. Studer CPA PC
2013	$	Michael T. Studer CPA PC

(3) Tax Fees

The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning was:

2012	$	Michael T. Studer CPA PC
2014	$	Michael T. Studer CPA PC
2011	$	Michael T. Studer CPA PC
2013	$	Michael T. Studer CPA PC

(4) All Other Fees

The aggregate fees billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3) was:

2012	$	0	Michael T. Studer CPA PC
2011	$	0	Michael T. Studer CPA PC

-31-

~~(5) Our~~Table ~~audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i)~~ of ~~Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.~~Contents

(6) The percentage of hours expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time, permanent employees was 50%.

2014	$	0	Michael T. Studer CPA PC
2013	$	0	Michael T. Studer CPA PC

(5) Our audit committee's pre-37approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6)	The percentage of hours expended on the principal accountant's engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant's full time, permanent employees was less than 50%.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

		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
14.1	Code of Ethics.	10-K	3/22/13	14.1
14.1	Code of Ethics.				X
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
99.2	Audit Committee Charter.	10-K	3/22/13	99.2	X
99.3	Disclosure Committee Charter.	10-K	3/22/13	99.3	X
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

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Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on this ~~22nd~~31st day of March, ~~2013~~2015.

ALTONA RESOURCES INC. (the “"Registrant”") BY: ~~BARRY~~YING ~~UNDERHILL~~NIE ~~Barry~~Ying ~~Underhill~~Nie President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary, Treasurer and asole member of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.

Signature	Title	Date
BARRY UNDERHILL	President, Principal Executive Officer, Principal	March 22, 2013
YING NIE	President, Principal Executive Officer, Principal	March 31, 2015
Barry Underhill	Accounting Officer, Principal Financial Officer, Secretary, Treasurer and a member of the Board of Directors
Ying Nie	Accounting Officer, Principal Financial Officer, Secretary, Treasurer and sole member of the Board of Directors
HUI DENG	Treasurer and a member of the Board of	March 22, 2013
Hui Deng	Directors

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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
14.1	Code of Ethics.	10-K	3/22/13	14.1
14.1	Code of Ethics.				X
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
99.2	Audit Committee Charter.	10-K	3/22/13	99.2	X
99.3	Disclosure Committee Charter.	10-K	3/22/13	99.3	X
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

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