UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~January~~July 31, 2013

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

For the transition period from __________ to __________

COMMISSION FILE NUMBER: 333-152002

ARX GOLD CORPORATION

(Name of Registrant as specified in its charter)

NEVADA		30-0459858
(State or other jurisdiction of incorporation of organization)		(I.R.S. Employer Identification No.)

Level 13- 40 Creek St
Brisbane QLD Australia 4000

(Address of principal executive office)

(888) 408-9402

(Registrant’s telephone number)

Indicate by check mark whether the ~~registrant~~ 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 ~~þNo~~ þ No o

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~~ shorter period that the registrant was required to submit and post such files). Yes þ £ No o S

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

Large accelerated filer

Accelerated filer

Non-accelerated filer

(Do not check if smaller reporting company)

Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes o No þ

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. 4,~~413~~522,~~240~~740,003 shares of common stock are issued and outstanding as of ~~March~~September 1710, 2013.

ARX GOLD CORPORATION

FORM 10-Q

~~January~~July 31, 2013

TABLE OF CONTENTS

		Page No.
PART I. - FINANCIAL INFORMATION	~~PART I. - FINANCIAL INFORMATION~~
Item 1.	Financial Statements.	4
	Consolidated Balance Sheets as of January 31, 2013 (Unaudited) and April 30, 2012	4
	Consolidated Balance Sheets as of July 31, 2013 (Unaudited) and April 30, 2013	4
	Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended January 31, 2013 and 2012 (Unaudited)	5
	Statements of Operations and Comprehensive Income (Loss) for the Three Months Ended July 31, 2013 and 2012 and from May 28, 2010 (inception) to July 31, 2013 (Unaudited)	5
	Consolidated Statements of Changes in Stockholder’s Equity (Deficit) - For the Period from May 28, 2010 (Inception) to January 31, 2013 (Unaudited)	6
	Consolidated Statements of Changes in Stockholder’s Equity (Deficit) - For the Period from May 28, 2010 (Inception) to July 31, 2013 (Unaudited)	6
	Consolidated Statements of Cash Flows for the Nine Months Ended January 31, 2013 and 2012 (Unaudited)	7
	Consolidated Statements of Cash Flows for the Three Months Ended July 31, 2013 and 2012 (Unaudited)	7
	Notes to Unaudited Financial Statements.	8-18
	Notes to Unaudited Financial Statements and from May 28, 2010 (inception) to July 31, 2013	8-18
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations.	19
Item 3	Quantitative and Qualitative Disclosures About Market Risk.	2324
Item 4	Controls and Procedures.	2425
PART II - OTHER INFORMATION	~~PART II - OTHER INFORMATION~~
Item 1.	Legal Proceedings.	25
Item 1A.	Risk Factors.	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	25
Item 3.	Defaults Upon Senior Securities.	2526
Item 4.	Mine Safety Disclosures.	2526
Item 5.	Other Information.	2526
Item 6.	Exhibits.	26

FORWARD LOOKING STATEMENTS

This report contains forward-looking statements regarding our business, financial condition, results of operations and prospects. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates” and similar expressions or variations of such words are intended to identify forward-looking statements, but are not deemed to represent an all-inclusive means of identifying forward-looking statements as denoted in this report. Additionally, statements concerning future matters are forward-looking statements.

Although forward-looking statements in this report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by us. Consequently, forward-looking statements are inherently subject to risks and uncertainties and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by the forward-looking statements. Factors that could cause or contribute to such differences in results and outcomes include, without limitation, those specifically addressed under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our report on Form 810-K/A as filed with the Securities and Exchange Commission on ~~January~~September 224, 2013, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Form 10-Q and in other reports that we file with the SEC. You are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this report.

We file reports with the SEC. The SEC maintains a website (www.sec.gov) that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC, including us. You can also read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. You can obtain additional information about the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

We undertake no obligation to revise or update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, except as required by law. Readers are urged to carefully review and consider the various disclosures made throughout the entirety of this quarterly report, which are designed to advise interested parties of the risks and factors that may affect our business, financial condition, results of operations and prospects.

PART 1 - FINANCIAL INFORMATION

Item 1.

Financial Statements.

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED ~~BALANCE~~ BALANCE SHEETS

	January 31,			April 30,
	July 31,			April 30,
	2013			~~2012~~2013
	(Unaudited)
ASSETS
Current Assets:
Cash	$	260,~~049~~360		$	–6,402
GST tax receivable		27,253
Due from related party		352			400
Due from related party		2,050			850
Total Current Assets		60,712			6,802
Total Current Assets		31,352			850
Total Assets	$	60,712		$	6,802
Total Assets	$	31,352		$	850
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current Liabilities:
Loans payable	$	~~431~~441,~~905~~752		$	–515,962
Accounts payable		~~180~~89,~~902~~705			–105,975
Accrued expenses		20,000			64
Accounts payable - related party officer		60,000			60,000
Total Current Liabilities		632,807			64
Accrued expenses		152,438			87,810
Total Liabilities		632,807			64
Due to related party		25			29
Total Current Liabilities		743,920			769,776
Total Liabilities		743,920			769,776
COMMITMENTS AND CONTINGENCIES (Note 8)
Stockholders' Equity (Deficit):
Stockholders' Deficit
Common stock $0.001 par value; 5,000,000,000 shares authorized; 4,413,240,003 and 4,148,000,000 issued and outstanding at January 31, 2013 and April 30, 2012, respectively		4,413,240			4,148,000
Preferred Stock, $0.001 par value, 5,000,000 shares authorized, none issued and outstanding at July 31, 2013 and April 30, 2013		–			–
Additional paid-in capital		(3,957,092	)		(4,084,239	)
Common stock $0.001 par value; 5,000,000,000 shares authorized; 4,522,740,003 and 4,413,240,003 issued and outstanding at July 31, 2013 and April 30, 2013, respectively		4,522,740			4,413,240
Deficit accumulated during development stage		(1,050,105	)		(63,077	)
Additional paid-in capital		(3,378,880	)		(3,957,092	)
Accumulated other comprehensive income (loss)		(7,498	)		102
Deficit accumulated during development stage		(1,820,982	)		(1,211,548	)
Total Stockholders' Equity (Deficit)		(601,455	)		786
Accumulated other comprehensive income (loss)		(6,086	)		(7,574	)
Total Liabilities and Stockholders' Equity (Deficit)	$	31,352		$	850
Total Stockholders' Deficit		(683,208	)		(762,974	)
Total Liabilities and Stockholders' Deficit	$	60,712		$	6,802

See accompanying notes to the unaudited consolidated financial statements.

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED ~~STATEMENTS~~ STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

	For the Three Months Ended January 31,						For the Nine Months Ended January 31,						For the Period from May 28, 2010 (Inception) to January 31,
	For the Three Months Ended July 31,						For the Period from May 28, 2010 (Inception) to July 31,
	2013			2012			2013			~~2012~~			~~2013~~
	(Unaudited)			(Unaudited)			(Unaudited)			~~(Unaudited)~~			~~(Unaudited)~~
REVENUES	$	–		$	–		$	–		$	–		$	–
OPERATING EXPENSES:
Compensation		–26,948			~~30,780~~–			–136,572			~~30,780~~			~~62,826~~
Professional fees		~~466~~69,~~522~~601			–106,063			~~710~~837,~~534~~720			–			~~710,534~~
Development costs - related party		74150,~~104~~467			–			~~268~~476,~~950~~334			–			~~268,950~~
General and administrative		~~4,501~~156			232,431			78,~~544~~094			86			~~7,795~~
Total Operating Expenses		~~545~~247,~~127~~172			30108,~~803~~494			~~987~~1,~~028~~458,720			~~30,866~~			~~1,050,105~~
LOSS FROM OPERATIONS		(~~545~~247,~~127~~172	)		(30108,~~803~~494	)		(~~987~~1,~~028~~458,720	)		~~(30,866~~	)		~~(1,050,105~~	)
NET LOSS	$	(545,127	)	$	(30,803	)	$	(987,028	)	$	(30,866	)	$	(1,050,105	)
OTHER EXPENSE
COMPREHENSIVE LOSS
Loss from settlement of debt		(362,262	)		–			(362,262	)
NET LOSS	$	(~~545~~609,~~127~~434	)	$	(30108,~~803~~494	)	$	(~~987~~1,~~028~~820,982	)	$	~~(30,866~~	)	$	~~(1,050,105~~	)
OTHER COMPREHENSIVE INCOME (LOSS)
COMPREHENSIVE LOSS:
Unrealized foreign currency translation Income (loss)		243			(6	)		(7,600	)		(16	)		(7,498	)
NET LOSS	$	(609,434	)	$	(108,494	)	$	(1,820,982	)
COMPREHENSIVE INCOME (LOSS)	$	(544,884	)	$	(30,809	)	$	(994,628	)	$	(30,882	)	$	(1,057,603	)
OTHER COMPREHENSIVE INCOME (LOSS)
Net Loss per Common Share (Basic and Diluted)	$	–		$	–		$	–		$	–
Unrealized foreign currency translation Income (loss)		1,488			(10	)		(6,086	)
Weighted Average Shares Outstanding:- Basic and Diluted		4,413,240,003			4,148,000,000			4,392,097,684			4,148,000,000
COMPREHENSIVE INCOME (LOSS)	$	(607,946	)	$	(108,504	)	$	(1,827,068	)
Net Loss per Common Share (Basic and Diluted)	$	–		$	–
Weighted Average Shares Outstanding:- Basic and Diluted		4,474,946,524			4,349,813,046

See accompanying notes to the unaudited consolidated financial statements.

ARX GOLD CORPORATION AND SUBSIDIARIES

CONSOLIDATED ~~STATEMENTS~~ STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

(A DEVELOPMENT STAGE COMPANY)

For the Period from May 28, 2010 (Inception) to ~~January~~July 31, 2013

Common Stock

Additional Paid-in

Deficit Accumulated During Development

Accumulated Other Income

Total Stockholders' Equity

Preferred Stock

Common Stock

Additional Paid-in

Deficit Accumulated During Development

Accumulated Other Comprehensive Income

Total Stockholders’ Equity

~~Shares~~

~~Amount~~

Amount

~~Capital~~

~~Stage~~

Amount

~~(Loss)~~

Capital

~~(Deficit)~~

Stage

(Loss)

(Deficit)

Balance, May 28, 2010 (Inception)

–

Common stock issued to founders

~~4,148,000,000~~–

~~4,148,000~~–

(4,148,000,000

)

–4,148,000

–(4,148,000

)

–

Cash contributed by founders

–

~~420~~–

–

–420

~~420~~–

–

420

Net loss for period

–

~~(96~~–

)

–

(96

)

–

(96

)

Comprehensive income

–

~~113~~–

113

Balance, April 30, 2011

~~4,148,000,000~~–

~~4,148,000~~–

(4,~~147~~148,~~580~~000,000

)

~~(96~~4,148,000

)

~~113~~(4,147,580

)

~~437~~(96

)

113

437

Cash contributed by founders

–

~~515~~–

–

–515

~~515~~–

–

515

Stock-based compensation

–

~~62,826~~–

–

–62,826

~~62,826~~–

–

62,826

Net loss for year

–

~~(62,981~~–

)

–

(62,981

)

–

(62,981

)

Comprehensive loss

–

~~(11~~–

)

~~(11~~–

)

(11

)

(11

)

Balance, April 30, 2012

~~4,148,000,000~~–

~~4,148,000~~–

(4,~~084~~148,~~239~~000,000

)

~~(63~~4,~~077~~148,000

)

~~102~~(4,084,239

)

~~786~~(63,077

)

102

786

Recapitalization of Company

~~265,240,003~~–

~~265,240~~–

~~(285~~265,~~490~~240,003

)

–265,240

–(285,490

)

~~(20,250~~–

)

–

(20,250

)

Contributed capital

–

412,637

–

412,637

Services paid for with common stock of stockholder

–

367,933

–

367,933

Net loss for the nine months ended January 31, 2013

–

(987,028

)

–

(987,028

)

Contributed capital

–

44,704

–

44,704

Comprehensive loss

–

(7,600

)

(7,600

)

Net loss for year

–

(1,148,471

)

–

(1,148,471

)

Balance, January 31, 2013 (Unaudited)

4,413,240,003

4,413,240

(3,957,092

)

(1,050,105

)

(7,498

)

(601,455

)

Comprehensive loss

–

(7,676

)

(7,676

)

Balance, April 30, 2013

–

4,413,240,003

4,413,240

(3,957,092

)

(1,211,548

)

(7,574

)

(762,974

)

Common stock issued for settlement of debt

–

53,000,000

53,000

382,200

–

435,200

Common stock issued for services

–

8,000,000

8,000

32,000

–

40,000

Common stock issued for cash

–

48,500,000

48,500

164,012

–

212,512

Net loss for three months ended July 31, 2013

–

(609,434

)

–

(609,434

)

Comprehensive income

–

1,488

Balance, July 31, 2013 (Unaudited)

–

4,522,740,003

4,522,740

(3,378,880

)

(1,820,982

)

(6,086

)

(683,208

)

See accompanying notes to the unaudited consolidated financial statements.

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED ~~STATEMENTS~~ STATEMENTS OF CASH FLOWS

	For the Nine Months Ended January 31,			For the Nine Months Ended January 31,			For the Period from May 28, 2010 (Inception) to January 31,
	For the Three Months Ended July 31,			For the Three Months Ended July 31,			For the Period from May 28, 2010 (Inception) to July 31,
	2013			2012			2013
	(Unaudited)			(Unaudited)			(Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~987~~609,~~028~~434	)	$	(30108,~~866~~494	)	$	(1,~~050~~820,~~105~~982	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation		–40,000			~~30,780~~–			62102,826
Contributed services		412,637						412,637
Non-cash contributed capital		–			44,704			412,637
Loss on settlement of debt		362,262			–			362,262
Changes in assets and liabilities:
GST tax receivable		(26,895	)		–			(26,895	)
Due from related party		–			–			(376	)
Due from related party		(1,186	)		81			(2,001	)
Accounts payable		(15,853	)		63,784			89,866
Accounts payable		180,590			2			180,590
Accounts payable - related party officer		–			–			60,000
Accrued expenses		~~(64~~67,947	)		–4			–135,744
NET CASH USED IN OPERATING ACTIVITIES		(~~421~~155,~~946~~078	)		(32	)		(~~422~~658,~~948~~023	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans		~~431,905~~748			–5,100			~~431~~516,~~905~~698
Proceeds from related party advances		~~527~~–			–520			~~527~~556
Repayment of related party advances		~~(527~~–	)		–			(527	)
Proceeds from sale of common stock		212,512			–			212,512
Shareholder contribution		–			–			935
								.
NET CASH PROVIDED BY FINANCING ACTIVITIES		~~431~~213,~~905~~260			–5,620			~~432~~730,~~840~~174
Effect of Exchange Rate Changes on Cash		(74,~~910~~224	)		–7			(711,~~843~~791	)
Net Increase (Decrease) in Cash		2,049			(3	)		2,049
Net Increase in Cash		53,958			5,625			60,360
Cash, Beginning of Period		–6,402			11–			–
Cash, End of Period	$	260,~~049~~360		$	85,625		$	260,~~049~~360
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	$	–		$	–		$	–
Cash paid for income taxes	$	–		$	–		$	–
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Increase in accounts payable in connection with recapitalization	$	~~250~~–		$	–250		$	250
Increase in accrued expenses in connection with recapitalization	$	~~20,000~~–		$	–20,000		$	20,000
Common stock issued for settlement of debt	$	72,938		$	–		$	72,938

See accompanying notes to the unaudited consolidated financial statements.

ARX GOLD CORPORATION AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~JANUARY~~JULY 31, 2013

~~Note 1 - Organization and nature of operations~~(Unaudited)

~~ARX Gold Corporation, formerly Daulton~~Note ~~Capital~~1 ~~Corp.,~~– ~~(“ARX Gold”) was incorporated under the laws of the State of Nevada July 8~~Organization, ~~2008.~~nature ~~On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a company incorporated under the law~~ of ~~the British~~operations ~~Virgin~~AND Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012, the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARX Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $7,500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million debt to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.RECAPITALIZATIONS

~~The~~ARX ~~Share~~Gold ~~Exchange~~Corporation, formerly Daulton Capital Corp., (“ARX Gold”) was ~~accounted~~incorporated ~~for~~under asthe laws of the State of Nevada on July 8, 2008. On May 22, 2012, ARX Gold, Grimsby Investments Limited (“Grimsby”), a ~~reverse-merger~~company ~~and~~incorporated ~~recapitalization~~under ~~since~~the law of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby ~~obtained~~(“Grimsby ~~voting~~Shareholders”) entered ~~and~~into ~~management~~a ~~control~~Share Exchange. Upon closing of ~~ARX~~the ~~Gold.~~transaction ~~Grimsby was~~contemplated under the ~~acquirer~~Share ~~for~~Exchange, ~~financial~~as ~~reporting~~amended, ~~purposes~~on ~~and~~May 22, ~~ARX~~2012 ~~Gold~~(the ~~was~~“Closing Date”), the ~~acquired~~Grimsby ~~company.~~Shareholders ~~Consequently,~~(4 entities) transferred all of the ~~assets~~issued and ~~liabilities~~outstanding ~~and~~capital ~~the~~stock ~~operations~~of ~~reflected~~Grimsby to ARX Gold in ~~the~~exchange ~~historical~~for ~~financial~~an ~~statements~~aggregate ~~prior~~of to4.148 ~~the~~billon ~~Exchange~~shares ~~Agreement~~of ~~are~~the ~~those~~common stock of ~~Grimsby~~ARX Gold and ~~was~~a ~~recorded~~commitment atto ~~the~~pay ~~historical~~royalties ~~cost~~of ~~basis~~$7,500,000 to two original founding stockholders of Grimsby, ~~and~~as ~~the~~amended ~~consolidated~~retroactively ~~financial~~in ~~statements~~August 2012 ~~after~~for ~~completion~~an oforiginal ~~the~~$150 ~~Share~~million ~~Exchange included~~debt to the ~~assets~~four ~~and~~original ~~liabilities~~founding stockholders of ~~both~~Grimsby. Such exchange caused Grimsby to ~~and~~become a wholly-owned subsidiary of ARX Gold. ARX Gold and ~~the~~Grimsby ~~Company’s~~with ~~consolidated~~its ~~operations~~subsidiaries ~~from~~are ~~the~~collectively ~~closing~~referred ~~date~~to ofas “the ~~Share Exchange~~Company”.

OnThe ~~May~~Share ~~25,~~Exchange ~~2012,~~was ~~Daulton~~accounted ~~Capital~~for ~~Corp~~as a reverse-merger and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby ~~changed~~was ~~its~~the ~~name~~acquirer tofor ~~Celframe~~financial reporting purposes and ARX ~~Resources~~Gold ~~Corp~~was the acquired company. Consequently, the assets and onliabilities and ~~October~~the ~~16,~~operations ~~2012~~reflected in the historical financial statements prior to the Exchange are those of Grimsby and was recorded at the historical cost basis of Grimsby, ~~Celframe~~and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX ~~Resources~~Gold ~~Corp~~and the Company’s consolidated operations from the closing date of the Share Exchange. ~~changes~~All ~~its~~share ~~name~~and toper ~~ARX~~share information in the accompanying consolidated financial statements and footnotes have ~~Gold~~been ~~Corporation~~retroactively restated to reflect the recapitalizations.

On ~~March~~May 2625, 2012, ~~agents~~Daulton ofCapital ~~Grimsby established~~Corp. ~~ARX~~changed ~~Springs~~its ~~Pte,~~name ~~Ltd.,~~to (“Celframe ARX ~~Pte”),~~Resources aCorp. ~~company~~and ~~incorporated~~on inOctober ~~Singapore~~16, in2012, ~~anticipation~~Celframe ofARX aResources ~~future restructuring of the Company~~Corp. Atchanges ~~the time of~~ its ~~incorporation,~~name to ARX Gold ~~Pte had no operations, assets or stockholders~~Corporation.

On ~~April~~March 1226, 2012, ~~the~~agents ~~one~~of ~~founding~~Grimsby ~~stockholder~~established of ARX Springs ~~Pty.~~Pte, Ltd., (“ARX ~~Springs~~Pte”), ~~formed~~a oncompany ~~November~~incorporated ~~11,~~in ~~2011~~Singapore, ~~and~~in ~~the~~anticipation ~~two~~of ~~founding~~a ~~stockholders~~future restructuring of ~~ARX~~the ~~Pacific Resources Pty Ltd~~Company. ~~(“ARX~~At ~~Pacific”),~~the ~~formed~~time onof ~~May~~its 28incorporation, ~~2010,~~ARX ~~transferred~~Pte ~~100%~~had ofno ~~their~~operations, ~~respective~~assets ~~ownerships~~or ~~in such companies to ARX Pte~~stockholders.

On ~~May~~April 1512, 2012, inthe ~~connection~~one ~~with~~founding ~~a reorganization~~stockholder of ~~Grimsby,~~ARX ~~100%~~Springs ofPty. ~~the~~Ltd. ~~founders’~~(“ARX ~~shares~~Springs”) ofwhich ~~ARX~~was ~~Pte~~formed ~~were~~on ~~issued~~November to11, ~~Grimsby~~2011, and ~~Grimsby~~the ~~issued~~two ~~its~~founding ~~founders~~stockholders ~~shares~~of ARX toPacific ~~four entities~~Resources Pty Ltd. On(“ARX ~~May~~Pacific”) ~~22,~~which ~~2012,~~was ~~immediately~~formed ~~after~~on ~~the~~May ~~Share~~28, ~~Exchange~~2010, ~~the~~transferred ~~Company’s~~100% ~~organizational~~of ~~structure~~their ofrespective ownerships ~~the~~in ~~Company~~such ~~is as~~companies ~~follows:~~to ARX Pte.

~~Pursuant~~On toMay ~~certain~~15, ~~mining~~2012, ~~rights~~in ~~agreements (see~~connection ~~Note~~with 3)a reorganization of Grimsby, ~~ARX~~100% ~~Pacific~~of ~~and~~the founders’ shares of ARX ~~Springs,~~Pte ~~together~~were ~~referred~~issued to asGrimsby ~~the~~and ~~“ARX~~Grimsby ~~Companies”)~~issued ~~have~~its ~~the~~founders ~~rights~~shares to ~~mine and~~four ~~extract~~entities. ~~gold~~On ~~and~~May ~~other~~22, ~~materials~~2012, ~~from~~immediately ~~certain~~after ~~properties~~the inShare ~~Australia~~Exchange, asthe ~~described~~Company’s inorganizational ~~Note~~structure 3.of the Company is as follows:

8Pursuant to certain mining rights agreements (see Note 3), ARX Pacific and ARX Springs, together referred to as the “ARX Companies”) have the rights to mine and extract gold and other materials from certain properties in Australia as described in Note 3.

~~ARX GOLD CORPORATION AND SUBSIDIARIES~~8

(AARX ~~DEVELOPMENT~~GOLD ~~STAGE~~CORPORATION ~~COMPANY)~~AND SUBSIDIARIES

~~NOTES~~(A TODEVELOPMENT ~~UNAUDITED~~STAGE ~~CONSOLIDATED FINANCIAL STATEMENTS~~COMPANY)

~~JANUARY~~NOTES ~~31,~~TO ~~2013~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~JULY 231, ~~- Summary of significant accounting policies~~2013

~~Basis of presentation~~(Unaudited)

~~Management acknowledges its responsibility~~NOTE ~~for~~2 ~~the~~– ~~preparation~~BASIS ofOF ~~the accompanying interim consolidated financial statements which reflect all adjustments~~PRESENTATION, ~~consisting~~GOING ~~of normal~~CONCERN ~~recurring~~AND ~~adjustments,~~Summary ~~considered necessary in its opinion for a fair statement~~ of its consolidated financial position and the consolidated results of its operations for the interim period presented. These consolidated financial statements should be read in conjunction with the summary of significant accounting ~~policies and notes to consolidated financial statements included~~ in the Company’s filing of Form 8-K/A as filed with the Securities and Exchange Commission. The accompanying unaudited consolidated financial statements for ARX Gold Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.policies

AsBasis ~~a result~~ of the Company's focus on gold exploration, the Company is considered a development stage company as defined in ASC 915 “Development Stage Entities”. Activities during the development stage include implementation of the Company’s business plan, reorganization activities and fund raising. The Company plans on raising capital to implement its business plan and to begin development activities.presentation

~~Going~~Management ~~concern~~acknowledges its responsibility for the preparation of the accompanying interim consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the interim period presented. These consolidated financial statements should be read in conjunction with the summary of significant accounting policies and notes to consolidated financial statements included in the Company’s filing of Form 10-K as filed with the Securities and Exchange Commission. The accompanying unaudited consolidated financial statements for ARX Gold Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America (the “U.S.”) for interim financial information and with the instructions to Form 10-Q and Article 8-03 of Regulation S-X. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

As ~~reflected~~a inresult ~~the~~of ~~accompanying consolidated financial statements,~~ the Company's ~~had~~focus aon ~~net~~gold exploration ~~loss~~ and ~~net~~because ~~cash~~the ~~used~~Company inhas ~~operations~~no ~~of $987~~revenues,~~028~~ ~~and $421,946, respectively, for~~ the ~~nine~~ ~~months~~Company ~~ended~~is ~~January~~considered ~~31, 2013 and~~ a ~~working capital deficit, a stockholders’ deficit, and a deficit accumulated during~~ development stage ofcompany as ~~$601,455,~~defined ~~$601,455~~in ~~and~~ASC ~~$1,050,105,~~915 ~~respectively,~~“Development atStage ~~January 31, 2013 and has no revenues~~Entities”. ~~The~~Activities ~~ability~~during of the ~~Company~~ todevelopment ~~continue~~stage asinclude aimplementation of ~~going concern is dependent on~~ the Company’s ~~ability~~business ~~to raise additional capital~~plan, ~~implement~~reorganization ~~its~~activities ~~business plan,~~ and ~~generate~~fund ~~revenues~~raising. The ~~consolidated financial statements do not include any adjustments that might be necessary if the~~ Company ~~is unable to continue as a going concern. The Company~~ plans on raising capital ~~though~~to ~~the sale~~implement ofits ~~equity~~business orplan ~~debt~~and ~~instruments~~ to ~~commence~~begin ~~operations~~development activities.

~~Principles~~Details of ~~consolidation~~the Company’s subsidiaries are as follows:

The consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the consolidated financial statements of the Company and its wholly-owned subsidiaries as of January 31, 2013. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

Name	Domicile and date of incorporation	Registered capital	Effective ownership	Principal activities
Grimsby Investments, Ltd.	British Virgin Islands March 8, 2012	U.S dollars $100	100%	Holding company

ARX Springs Pte.	Republic of Singapore March 26, 2012	Singapore dollars (“S$”) 100,000	100%	Holding company

ARX Springs Pty. Ltd.	Australia November 11, 2011	Australian dollars (“AUS$”) 30,000	100%	Pursuant to various agreements, ARX Springs has the right to explore, mine and extract gold and other minerals from certain properties.

ARX Pacific Resources Pty. Ltd.	Australia May 28, 2010	AUS$ 1,000	100%	Pursuant to various agreements, ARX Pacific has the right to explore, mine and extract gold and other minerals from certain properties.

9Going concern

~~ARX~~As ~~GOLD~~reflected ~~CORPORATION~~in ~~AND~~the ~~SUBSIDIARIES~~accompanying consolidated financial statements, the Company had a net loss and net cash used in operations of $609,434 and $155,078, respectively, for the three months ended July 31, 2013 and a working capital deficit, a stockholders’ deficit, and a deficit accumulated during development stage of $683,208, $683,208 and $1,820,982, respectively, at July 31, 2013 and is in the development stage with no revenues. These matters raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to raise additional capital, implement its business plan, and generate revenues. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. The Company plans on raising capital though the sale of equity or debt instruments to commence operations.

~~(A DEVELOPMENT STAGE COMPANY)~~9

~~NOTES~~ARX TOGOLD ~~UNAUDITED~~CORPORATION ~~CONSOLIDATED~~AND ~~FINANCIAL STATEMENTS~~SUBSIDIARIES

~~JANUARY~~(A ~~31,~~DEVELOPMENT ~~2013~~STAGE COMPANY)

~~NOTE~~NOTES 2TO -UNAUDITED ~~Summary of~~CONSOLIDATED ~~significant accounting policies (continued)~~FINANCIAL STATEMENTS

~~Details~~JULY of31, ~~the Company’s subsidiaries are as follows:~~2013

Name	Domicile and date of incorporation	Registered capital	Effective ownership	Principal activities
Grimsby Investments Limited	British Virgin Islands March 8, 2012	$100	100%	Holding company
ARX Springs Pte.	Republic of Singapore March 26, 2012	Singapore dollars (“S$”) 100,000	100%	Holding company
ARX Springs Pty. Ltd.	Australia November 11, 2011	Australian dollars (“AUS$”) 30,000	100%	Pursuant to various agreements, ARX Springs has the right to explore, mine and extract gold and other minerals from certain properties.
ARX Pacific Resources Pty. Ltd.	Australia May 28, 2010	AUS$ 1,000	100%	Pursuant to various agreements, ARX Pacific has the right to explore, mine and extract gold and other minerals from certain properties.

(Unaudited)

~~Use~~NOTE 2 - BASIS OF PRESENTATION, GOING CONCERN AND Summary of ~~estimates~~significant accounting policies (continued)

~~The~~Principles ~~preparation~~ of the consolidated financial statements in conformity with generally accepted accounting principles in the United States of America 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 periods. Actual results could differ from these estimates.consolidation

~~Fair~~The ~~value~~consolidated financial statements are prepared in accordance with generally accepted accounting principles in the United States of America ("US GAAP") and present the consolidated financial ~~instruments~~statements of the Company and its wholly-owned subsidiaries as of July 31, 2013. In the preparation of consolidated financial statements of the Company, intercompany transactions and balances are eliminated in consolidation.

~~The~~Use ~~Company adopted the guidance~~ of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:estimates

*The ~~Level~~preparation ~~1-Inputs~~of ~~are~~the ~~unadjusted~~consolidated ~~quoted~~financial statements ~~prices~~in conformity with generally accepted accounting principles in ~~active~~the ~~markets~~United ~~for~~States ~~identical~~of America requires management to make estimates and assumptions that affect the reported amounts of assets orand liabilities ~~available~~and disclosure of contingent assets and liabilities at the ~~measurement~~ date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Actual results could differ from these estimates. Significant estimates in the three months ended July 31, 2013 and 2012 include the valuation of deferred tax assets, accruals for taxes due, and the value of stock-based compensation and contributed services.

*Fair ~~Level~~value ~~2-Inputs~~of ~~are~~financial unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.instruments

*The ~~Level~~Company ~~3-Inputs~~adopted ~~are~~the ~~unobservable~~guidance ~~inputs~~of ~~which~~Accounting ~~reflect~~Standards ~~the~~Codification (“ASC”) ~~reporting~~820 ~~entity’s~~for ~~own~~fair ~~assumptions~~value onmeasurements ~~what~~which ~~assumptions~~clarifies the ~~market~~definition ~~participants~~of ~~would~~fair ~~use~~value, inprescribes ~~pricing~~methods ~~the~~for ~~asset~~measuring fair orvalue, ~~liability~~and ~~based~~establishes ona fair value hierarchy to classify the ~~best~~inputs ~~available~~used ~~information.~~in measuring fair value as follows:

~~The~~* ~~carrying~~Level amounts reported in the balance sheets for cash, due from related parties, and other current assets, accounts payable, and accrued expenses and due to related parties approximate their fair market value based on the short1-~~term~~Inputs ~~maturity~~are ofunadjusted ~~these~~quoted ~~instruments.~~prices ~~The~~in ~~Company~~active ~~did~~markets ~~not~~for ~~have~~identical ~~any non-financial~~ assets or liabilities ~~that~~available ~~are measured~~ at ~~fair~~the ~~value~~measurement ~~on a recurring basis as of January 31, 2013 and April 30, 2012~~date.

10* Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.

~~ARX~~* ~~GOLD~~Level ~~CORPORATION~~3-Inputs ~~AND~~are ~~SUBSIDIARIES~~unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

(AThe ~~DEVELOPMENT~~carrying ~~STAGE~~amounts ~~COMPANY)~~reported in the balance sheets for cash, due from related party, loans payable, accounts payable, accounts payable – related party officer, accrued expenses and due to related party approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of July 31, 2013 and April 30, 2013.

~~NOTES~~ASC TO825-10 ~~UNAUDITED~~“Financial ~~CONSOLIDATED~~Instruments”, allows ~~FINANCIAL~~entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The ~~STATEMENTS~~fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.

~~JANUARY~~Cash ~~31,~~and cash ~~2013~~equivalents

~~NOTE~~For 2purposes -of ~~Summary~~the consolidated statements of ~~significant~~cash ~~accounting~~flows, ~~policies~~the ~~(continued)~~Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.

~~Fair value of financial instruments (continued)~~10

~~ASC~~ARX ~~825-10~~GOLD ~~“Financial~~CORPORATION ~~Instruments”, allows~~AND entities to voluntarily choose to measure certain financial assets and liabilities at fair value (fair value option). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable, unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding instruments.SUBSIDIARIES

~~Cash~~(A ~~and cash~~DEVELOPMENT ~~equivalents~~STAGE COMPANY)

~~For~~NOTES ~~purposes~~TO ofUNAUDITED ~~the~~CONSOLIDATED ~~consolidated statements~~FINANCIAL ~~of cash flows, the Company considers all highly liquid instruments purchased with a maturity of three months or less and money market accounts to be cash equivalents.~~STATEMENTS

~~Mining~~JULY ~~property~~31, ~~acquisition and exploration costs~~2013

The Company follows ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. The Company has chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the nine months ended January 31, 2013 and 2012, the Company did not incur any exploration costs.(Unaudited)

~~Environmental~~NOTE 2 ~~Matters~~- BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

~~Our~~Mineral ~~operations~~property ~~are~~acquisition ~~subject to evolving government environmental laws~~ and ~~regulations related to the discharge of materials into the environment. Our process is not expected~~exploration to produce harmful levels of emissions or waste by-products. However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report.costs

~~Asset~~The ~~retirement~~Company ~~obligations~~follows ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred as “development costs” in the accompanying statements of operations. The Company has chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once the Company has identified proven and probable reserves in its investigation of its properties and upon development of a plan for operating a mine, it would capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, the Company has not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed. During the three months ended July 31, 2013 and 2012, the Company did not incur any exploration costs.

~~The Company follows the provisions of ASC 410, Asset Retirement and~~ Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligation at January 31, 2013.Matters

~~Impairment~~Our operations are subject to evolving government environmental laws and regulations related to the discharge of ~~long~~materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-~~lived~~products. ~~assets~~However, these laws and regulations would require us to remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, governmental authorities may enforce the laws and regulations with a variety of civil and criminal enforcement measures, including monetary penalties and remediation requirements. We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report.

InAsset ~~accordance~~retirement with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges for the nine months ended January 31, 2013 and 2012.obligations

11The Company follows the provisions of ASC 410, Asset Retirement and Environmental Obligations, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets. The Company did not have any asset retirement obligation at July 31, 2013 and April 30, 2013.

~~ARX~~Impairment ~~GOLD~~of ~~CORPORATION~~long-lived ~~AND SUBSIDIARIES~~assets

(AIn ~~DEVELOPMENT~~accordance ~~STAGE~~with ~~COMPANY)~~ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. The Company did not record any impairment charges for the three months ended July 31, 2013 and 2012.

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~Advertising

~~JANUARY~~Advertising is expensed as incurred and is included in selling expenses on the accompanying consolidated statements of income. The Company did not incur advertising expenses during the three months ended July 31, 2013 and 2012.

~~NOTE 2 - Summary of significant accounting policies (continued)~~11

~~Advertising~~ARX GOLD CORPORATION AND SUBSIDIARIES

~~Advertising~~(A isDEVELOPMENT ~~expensed~~STAGE as incurred and is included in selling expenses on the accompanying consolidated statements of operations. The Company did not incur advertising expenses during the nine months ended January 31, 2013 and 2012, respectively.COMPANY)

~~Income~~NOTES ~~taxes~~TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

~~The~~JULY ~~Company is governed by the income tax laws of the United States~~31, Australia, the Republic of Singapore, and the British Virgin Islands. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.2013

The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of January 31, 2013 and April 30, 2012, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.(Unaudited)

~~Foreign~~NOTE 2 ~~currency~~– ~~translation~~BASIS OF PRESENTATION, GOING CONCERN AND Summary of significant accounting policies (continued)

~~The~~Income accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of the ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The foreign currency translation adjustment included in comprehensive loss for the nine months ended January 31, 2013 and 2012 amounted to $7,600 and $16, respectively.taxes

~~Assets~~The Company is governed by the income tax laws of Australia, the Republic of Singapore, and ~~liabilities~~the ~~denominated~~British inVirgin ~~foreign~~Islands. The Company accounts for income tax using the liability ~~currencies~~method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are ~~translated~~determined based ~~into~~on the ~~functional~~difference ~~currency~~between at the ~~exchange~~financial reporting and tax bases of assets and liabilities using enacted tax rates ~~prevailing~~that atwill be in effect in the ~~balance~~year ~~sheet~~in ~~date~~which ~~with~~the ~~any~~differences ~~transaction~~are expected to reverse. The Company records a valuation allowance to offset ~~gains~~deferred ~~and~~tax ~~losses~~assets if based on the weight of available evidence, it is more-likely-than-not that ~~arise~~some ~~from~~portion, ~~exchange~~or ~~rate~~all, ~~fluctuations~~of the deferred tax assets will not be realized. The effect on ~~transactions~~deferred ~~denominated~~taxes inof a ~~currency~~change ~~other~~in ~~than~~tax ~~the~~rates ~~functional currency~~is ~~included~~recognized as income or loss in the ~~results~~period ofthat ~~operations~~includes asthe ~~incurred~~enactment date.

12The Company applies the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our consolidated financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of July 31, 2013 and April 30, 2013, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

~~ARX~~Foreign ~~GOLD~~currency ~~CORPORATION AND SUBSIDIARIES~~translation

The accompanying consolidated financial statements are presented in U.S. dollars (A“USD”). ~~DEVELOPMENT~~The ~~STAGE~~reporting ~~COMPANY~~currency of the Company is the USD. The functional currency of Grimsby Investments Ltd is the U.S. dollar, ARX Companies is the Australian dollar and the functional currency of ARX Pte is the Singapore dollar. Results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the spot exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The foreign currency translation adjustment included in comprehensive income (loss) for the three months ended July 31, 2013 and 2012 amounted to $1,491 and $(10), respectively.

~~NOTES~~Assets TOand ~~UNAUDITED~~liabilities denominated ~~CONSOLIDATED~~in ~~FINANCIAL~~foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet ~~STATEMENTS~~date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency included in the results of operations as incurred.

~~JANUARY~~As of July 31, 2013 and April 30, 2013 and for the three months ended July 31, 2013 and 2012, the exchange rates used to translate amounts in Australian dollars and Singapore dollars into USD for the purposes of preparing the consolidated financial statements were as follows:

NOTE 2 - Summary of significant accounting policies (continued)

	AUS $		SGD $
	July 31, 2013	April 30, 2013	July 31, 2013	April 30, 2013
Exchange rate on balance sheet dates
USD : AUS$: S$ exchange rate	0.9100	1.0324	0.7878	0.8096

Foreign currency translation (continued)

	AUS $		SGD $
	Three months ended		Three months ended
	July 31, 2013	July 31, 2012	July 31, 2013	July 31, 2012
Average exchange rate for the period
USD : AUS$: S$ exchange rate	0.9516	1.0086	0.8054	0.7913

As of January 31, 2013 and April 30, 2012 and for the nine months ended January 31, 2013 and 2012, the exchange rates used to translate amounts in Australian dollars and Singapore dollars into USD for the purposes of preparing the consolidated financial statements were as follows:12

	AUS $			SGD $
	January 31, 2013	January 31, 2012	April 30, 2012	January 31, 2013	January 31, 2012	April 30, 2012
Exchange rate on balance sheet dates
USD : AUS$: SGD$ exchange rate	1.0446	1.0582	1.0471	0.8096	-	0.8086
Average exchange rate for the period
USD : AUS$: SGD$ exchange rate	1.0309	1.0402	1.0436	0.8054	-	0.7931

ARX GOLD CORPORATION AND SUBSIDIARIES

~~Stock-based~~(A ~~compensation~~DEVELOPMENT STAGE COMPANY)

~~Stock-based~~NOTES ~~compensation~~TO isUNAUDITED ~~accounted~~CONSOLIDATED ~~for based on the requirements~~FINANCIAL of the Share-Based Payment Topic of ASC 718 which requires recognition in the consolidated financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award (presumptively, the vesting period). The ASC also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.STATEMENTS

~~Pursuant~~JULY ~~to ASC Topic 505-50~~31, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the vesting period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.2013

~~Net loss per share of common stock~~(Unaudited)

~~Basic~~NOTE ~~net~~2 ~~loss per common share is~~- ~~computed~~BASIS byOF dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stockPRESENTATION, ~~common~~GOING ~~stock~~CONCERN ~~equivalents~~AND ~~and~~Summary ~~potentially dilutive securities outstanding during each period. As~~ of ~~January~~significant ~~31, 2013~~accounting ~~and~~policies ~~2012 and April 30, 2012, the Company did not have any potentially dilutive common shares.~~(continued)

~~Accumulated~~Stock-based ~~other comprehensive income~~ compensation

~~Comprehensive~~Stock-based ~~income~~compensation is ~~comprised~~accounted for based on the requirements of ~~net~~the ~~income~~Share-Based ~~and~~Payment ~~all~~Topic ~~changes to~~of ~~stockholders'~~ASC ~~equity,~~718 ~~except~~which ~~those~~requires ~~due~~recognition toin ~~investments~~the byconsolidated ~~stockholders,~~financial statements ~~changes~~of inthe ~~paid-in~~cost ~~capital~~of employee and ~~distributions~~director toservices ~~stockholders.~~received in exchange for an award of equity instruments over the period ~~For~~the employee or director is required to perform the ~~Company,~~services ~~comprehensive~~in ~~loss~~exchange for the ~~nine~~award ~~months~~(presumptively, ~~ended~~the ~~January~~vesting ~~31,~~period). ~~2013~~The ASC ~~and~~also ~~2012~~requires ~~included~~measurement ~~net~~of ~~loss~~the cost of employee and ~~unrealized~~director ~~gains (losses)~~services ~~from~~received ~~foreign~~in ~~currency~~exchange ~~translation~~for ~~adjustments~~an award based on the grant-date fair value of the award.

~~Related~~Pursuant ~~party~~to ~~transactions~~ASC Topic 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the service period of the award. Until the measurement date is reached, the total amount of compensation expense remains uncertain. The Company initially records compensation expense based on the fair value of the award at the reporting date.

ANet ~~related~~loss ~~party~~per isshare ~~generally defined as (i) any person that holds 10% or more~~ of ~~the Company's securities including such person's immediate families, (ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under~~ common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.stock

13Basic net loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. As of July 31, 2013 and April 30, 2013, the Company did not have any potentially dilutive common shares.

~~ARX~~Accumulated ~~GOLD~~other ~~CORPORATION~~comprehensive ~~AND SUBSIDIARIES~~income

(AComprehensive ~~DEVELOPMENT~~income ~~STAGE~~is ~~COMPANY~~comprised of net income and all changes to stockholders' equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive loss for the three months ended July 31, 2013 and 2012 included net loss and unrealized gains (losses) from foreign currency translation adjustments.

~~NOTES~~Related TOparty ~~UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS~~transactions

~~JANUARY~~A 31related party is generally defined as (i) any person that holds 10% or more of the Company's securities including such person's immediate families, ~~2013~~(ii) the Company's management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.

~~NOTE~~Recent ~~2 - Summary of significant~~ accounting ~~policies (continued)~~pronouncements

~~Recent~~Accounting ~~accounting~~standards ~~pronouncements~~that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.

Accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption.13

~~NOTE~~ARX 3GOLD –CORPORATION ~~MINING~~AND ~~RIGHTS~~SUBSIDIARIES

~~ARX~~(A ~~Springs~~DEVELOPMENT ~~Project~~STAGE COMPANY)

OnNOTES ~~March~~TO 6,UNAUDITED ~~2012~~CONSOLIDATED ~~and as amended on March 31, 2012, the Company’s~~FINANCIAL subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (the “Stage Tribute Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business.STATEMENTS

~~The~~JULY ~~two ARX Companies will jointly operate at the ARX Springs site~~31, and Phase 1 of the mining processing at ARX Springs under the respective Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100ha.2013

~~During the term of the Stage Tribute Agreements, Riverstone solely or jointly with one or both of the ARX Companies~~ (~~and either of the ARX Companies solely or jointly with Riverstone~~Unaudited) may apply for extensions and additional mining licenses from the Queensland Mines and Resources Department. During all terms of the mining license and any additional mining licenses the holders of all ARX Springs mining license and additional mining licenses shall be obliged to comply with the regulations applicable and to meet the obligations imposed by the Mineral Resource Act of 1989 (Queensland). If the mining license or additional mining licenses, at any time are cancelled, the ARX Companies may lose the right to mine and process at the ARX Springs Project. Riverstone may terminate the Stage Tribute Agreements on prior notice to the ARX Companies if ARX Companies are in breach of the agreements but termination cannot be affected without the ARX Companies being first permitted to remedy any alleged breach and any disputes between Riverstone and the ARX Companies will be subject to mediation and if mediation is unsuccessful will be submitted to arbitration. Riverstone may terminate the Stage Tribute Agreements by giving three month’s notice by March 5, 2037, with provision to extend dates if required, or after the resources have been fully mined and processed, whichever occurs first. The initial ten hectare surface area of the ARX Springs Project must be mined and processed by March 5, 2025.

14NOTE 3 – MINING RIGHTS

ARX ~~GOLD~~Springs ~~CORPORATION AND SUBSIDIARIES~~Project

On March 6, 2012 and as amended on March 31, 2012, the Company’s subsidiaries, ARX Springs and ARX Pacific entered into Stage Tribute Agreements (Athe ~~DEVELOPMENT~~“Stage ~~STAGE~~Tribute ~~COMPANY~~Agreements”) with Riverstone Resources Pty Ltd. (“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (See Note 4) (the “Riverstone Master Agreement”). The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business. Under the Riverstone Master Agreement terms and exercising the exclusive right of the ARX companies to explore, mine and extract gold on the project, BRI Microfine Pty Ltd has paid $60,000 to Riverstone from the development expenses it has received from the Company, for fees costs and expenses with the Queensland Department of Mines and for the development of the ArxSprings project.

~~NOTES~~The TOtwo ~~UNAUDITED~~ARX Companies ~~CONSOLIDATED~~will ~~FINANCIAL~~jointly operate at the ARX Springs site, and Phase 1 of the mining processing at ARX Springs under the respective ~~STATEMENTS~~Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100ha.

~~JANUARY~~During 31the term of the Stage Tribute Agreements, ~~2013~~Riverstone solely or jointly with one or both of the ARX Companies (and either of the ARX Companies solely or jointly with Riverstone) may apply for extensions and additional mining licenses from the Queensland Mines and Resources Department. During all terms of the mining license and any additional mining licenses, the holders of all ARX Springs mining license and additional mining licenses shall be obliged to comply with the regulations applicable and to meet the obligations imposed by the Mineral Resource Act of 1989 (Queensland). If the mining license or additional mining licenses, at any time are cancelled, the ARX Companies may lose the right to mine and process at the ARX Springs Project. Riverstone may terminate the Stage Tribute Agreements on prior notice to the ARX Companies if ARX Companies are in breach of the agreements but termination cannot be affected without the ARX Companies being first permitted to remedy any alleged breach and any disputes between Riverstone and the ARX Companies will be subject to mediation and if mediation is unsuccessful will be submitted to arbitration. Riverstone may terminate the Stage Tribute Agreements by giving three months’ notice by March 5, 2037, with provision to extend dates if required, or after the resources have been fully mined and processed, whichever occurs first. The initial ten hectare surface area of the ARX Springs Project must be mined and processed by March 5, 2025.

~~NOTE~~The 3ARX –Companies ~~MINING~~are ~~RIGHTS~~obliged to ~~(continued)~~take out business liability and employee insurances which shall be effected when mining processing commences.

~~The~~As of July 31, 2013, mining processing has not commenced. Prior to undertaking any ground disturbing work on the ARX Springs Project, the ARX Companies ~~are~~must, ~~obliged~~in tothe ~~take~~ordinary ~~out~~course of the mining business obtain the approval of the Queensland Department of Mines ~~liability~~on ~~and~~a ~~employee~~proposed ~~insurances~~work ~~which~~plan. ~~shall~~The beagreements ~~effected~~with ~~when~~Riverstone require consultation with Riverstone on the form of any proposed work plan to ensure it is not likely to interfere with the activities of Riverstone. The ARX companies solely or jointly with Riverstone may proceed to obtain all necessary regulatory approvals for any proposed work plan according to standard industry mining ~~processing~~practice in ~~commences~~the State of Queensland as governed by the Mineral Resource Act 1989. As of July 31, 2013, the ARX Companies and Riverstone are developing work plans in anticipation of a future submission to the Queensland Department of Mines.

Prior to undertaking any ground disturbing work on the ARX Springs Project, the ARX Companies must, in the ordinary course of the mining business obtain the approval of the Queensland Department of Mines on a proposed work plan. The agreements with Riverstone require consultation with Riverstone on the form of any proposed work plan to ensure it is not likely to interfere with the activities of Riverstone. The ARX companies solely or jointly with Riverstone may proceed to obtain all necessary regulatory approvals for any proposed work plan according to standard industry mining practice in the State of Queensland as governed by the Mineral Resource Act 1989.14

~~The~~ ARX ~~Companies~~GOLD ~~will~~CORPORATION beAND responsible for all rehabilitation works on the properties, as required by the Queensland Mines and Resources Department, and any other governmental or other authorities in relation to exploration or mining activities carried out by the ARX Companies. Prior to the commencement of work the Queensland Mines and Resources Department will assess a value of a rehabilitation bond and the value of the rehabilitation bond will have to be paid by the ARX companies. There is no reason known to Riverstone or ARX Companies why the bond will not be assessed according to current Queensland Mines and Resources Department guidelines but the actual amount of the rehabilitation bond is not yet known.SUBSIDIARIES

During the term of the Stage Tribute Agreements, Riverstone shall take all action necessary to keep the ARX Project in good standing. Riverstone will be obliged to protect the land areas and the Mining License and Riverstone shall make any required payments to the Department of Mines and Resources or such other department of the government of Queensland Australia responsible for the administration of the Mineral Resource Act of 1989 (~~Queensland)~~A inDEVELOPMENT ~~order~~STAGE to maintain its rights to explore and, if warranted, to develop its property. If Riverstone fails to meet these obligations, the Company may lose the right to explore for gold and other extracted products on the properties. In general terms the Arx Companies are entitled under their agreements to act on their own behalf to protect the land and site and the mining leases and to pay royalties to Queensland Mines Department if they decide to do so by potential threats or risks to the project or rights.COMPANY)

~~NOTE~~NOTES 4TO -UNAUDITED ~~RELATED PARTY~~CONSOLIDATED ~~TRANSACTIONS~~FINANCIAL STATEMENTS

~~Technology Sub-license~~JULY ~~Agreement~~31, 2013

~~On November 24, 2011, the Company’s subsidiary, ARX Springs, entered into a Technology Sub-license Agreements~~ (~~the “Technology Agreement”~~Unaudited) with BRI Microfine Pty Ltd. (“BRI”), a company incorporated in Australia and owned by the Company’s CEO and by a principal stockholder/founder of the Company. Pursuant to the Technology Agreement, BRI granted to ARX Springs an exclusive non-assignable, non-transferrable sub license to use the BRI’s technology with the ARX Spring Project for the term of the project. BRI’s technology is a chemical leaching process which has been shown to concentrate gold, particularly in a microfine (finer than 5 microns) state, from concentrates, ores, tailings, solutions and other friable or pulverized materials. As consideration of the Sub-license agreement, the Company shall pay a royalty to BRI calculated as a percentage of the gross value of extracted product on a sliding scale based on tonnes processed ranging from 15% down to 10%. BRI in its discretion may at any time allow a rebate to AR Springs of any royalty payable.

~~BRI,~~NOTE at3 ~~the~~– ~~cost~~MINING ofRIGHTS the Company, and in accordance with the requirements of the Company, will construct at the ARX Springs Project site alluvial material processing production plants. Additionally, BRI will arrange for the application of software systems for operations and metallurgical reporting and information systems to be installed in all alluvial material processing production plants for the ARX Spring project. The Company shall pay BRI invoices for the provision of software systems and metallurgical reporting and information systems and construction of alluvial material processing production plants.(continued)

15The ARX Companies will be responsible for all rehabilitation works on the properties, as required by the Queensland Mines and Resources Department, and any other governmental or other authorities in relation to exploration or mining activities carried out by the ARX Companies. Prior to the commencement of work the Queensland Mines and Resources Department will assess a value of a rehabilitation bond and the value of the rehabilitation bond will have to be paid by the ARX companies. There is no reason known to Riverstone or ARX Companies why the bond will not be assessed according to current Queensland Mines and Resources Department guidelines but the actual amount of the rehabilitation bond is not yet known.

During the term of the Stage Tribute Agreements, Riverstone shall take all action necessary to keep the ARX ~~GOLD~~Project ~~CORPORATION~~in ~~AND~~good ~~SUBSIDIARIES~~standing. Riverstone will be obliged to protect the land areas and the Mining License and Riverstone shall make any required payments to the Department of Mines and Resources or such other department of the government of Queensland Australia responsible for the administration of the Mineral Resource Act of 1989 (Queensland) in order to maintain its rights to explore and, if warranted, to develop its property. If Riverstone fails to meet these obligations, the Company may lose the right to explore for gold and other extracted products on the properties. In general terms the Arx Companies are entitled under their agreements to act on their own behalf to protect the land and site and the mining leases and to pay royalties to Queensland Mines Department if they decide to do so by potential threats or risks to the project or rights.

(ANOTE 4 ~~DEVELOPMENT~~- ~~STAGE~~RELATED ~~COMPANY)~~PARTY TRANSACTIONS

~~NOTES TO UNAUDITED CONSOLIDATED FINANCIAL~~Technology ~~STATEMENTS~~Sub-license Agreement

~~JANUARY~~On November 24, 2011, the Company’s subsidiary, ARX Springs, entered into a Technology Sub-license Agreements (the “Technology Agreement”) with BRI Microfine Pty Ltd. (“BRI”), a company incorporated in Australia and owned by the Company’s CEO and by a principal stockholder/founder of the Company. Pursuant to the Technology Agreement, BRI granted to ARX Springs an exclusive non-assignable, non-transferrable sub license to use the BRI’s technology with the ARX Spring Project for the term of the project. BRI’s technology is a chemical leaching process which has been shown to concentrate gold, particularly in a microfine (finer than 5 microns) state, from concentrates, ores, tailings, solutions and other friable or pulverized materials. As consideration of the Sub-license agreement, the Company shall pay a royalty to BRI calculated as a percentage of the gross value of extracted product on a sliding scale based on tonnes processed ranging from 15% down to 10%. BRI in its discretion may at any time allow a rebate to ARX Springs of any royalty payable. Through July 31, 2013, BRI has received payments from the Company for development expenses for the ArxSprings project and for management and preparatory expenses toward the establishment of resource stockpile, infrastructure planning and funding for construction of material processing plants and the necessary action to keep the ArxSprings project in good standing, according to the Stage Treatment Agreements, Riverstone Master Agreement and the Queensland Mines and Resources Department (See “Development costs – related party” below).

~~NOTE~~BRI, 4at -the cost ~~RELATED~~of the Company, and in accordance with the requirements of the Company, will construct at the ARX Springs Project site alluvial ~~PARTY~~material ~~TRANSACTIONS~~processing ~~(continued)~~production plants. Additionally, BRI will arrange for the application of software systems for operations and metallurgical reporting and information systems to be installed in all alluvial material processing production plants for the ARX Spring project. The Company shall pay BRI invoices for the provision of software systems and metallurgical reporting and information systems and construction of alluvial material processing production plants.

Due from related party

The Company received from and provided advances to BRI. These advances are unsecured and payable on demand. At ~~January~~July 31, 2013 and April 30, ~~2012~~2013, amounts due from BRI amounted to $~~2,050~~352 and $~~850~~400, respectively.

~~Due~~Accounts topayable – related party

~~During~~At ~~the~~July ~~three~~31, ~~months~~2013 ~~ended~~and ~~July~~April 3130, ~~2012~~2013, ~~the~~accounts payable ~~Company~~– ~~received working~~related ~~capital~~party ~~advances~~consisted of $~~527~~60,000 ~~from~~due to a ~~former~~legal ~~officer~~firm ~~and~~owned ~~shareholder.~~by ~~These~~an ~~advances~~officer ~~were~~of ~~repaid during~~ the ~~nine~~Company ~~months~~for ~~ended January~~legal ~~31,~~services ~~2013~~performed. ~~The advances were unsecured and payable on demand.~~

~~Royalty commitment~~15

InARX ~~August~~GOLD ~~2012,~~CORPORATION inAND connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.SUBSIDIARIES

~~Development~~(A ~~costs~~DEVELOPMENT –STAGE ~~related party~~COMPANY)

~~During~~NOTES ~~the~~TO ~~nine~~UNAUDITED ~~months~~CONSOLIDATED ~~ended January 31, 2013, the Company paid~~FINANCIAL ~~development fees of $268,950 to BRI for development services performed on the ARX Springs Project.~~STATEMENTS

~~NOTE~~JULY 531, ~~- LOANS PAYABLE~~2013

~~During the nine months ended January 31, 2013, a shareholder advanced the Company $431,905 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand.~~(Unaudited)

~~note 6~~NOTE –4 ~~STOCKHOLDERS’~~- ~~EQUITY~~RELATED PARTY TRANSACTIONS (continued)

~~Cash~~Due ~~contributed~~to byrelated ~~founders~~party

~~For~~The Company received working capital advances from the ~~year~~Company’s ~~ended~~chief ~~April~~executive ~~30,~~officer. ~~2012~~The advances were unsecured and ~~for~~payable ~~the period~~on ~~from~~demand. ~~May~~At 28July 31, ~~2010~~2013 ~~(inception)~~and to April 30, ~~2011~~2013, the ~~original~~amount ~~stockholders~~due ofto ~~ARX~~the ~~Pacific~~Company’s ~~contributed~~chief ~~capital~~executive toofficer ~~ARX~~amounted ~~Pacific of~~to $~~515~~25 and $~~420~~29, respectively.

~~Stock-based~~Royalty ~~compensation~~commitment

OnIn ~~November~~August 112012, ~~2011,~~in connection with an amendment to the ~~Company~~Share ~~issued~~Exchange 30dated May 22,~~000~~ ~~shares~~2012, ofthe ~~ARX Spring’s~~Company ~~common~~entered ~~stock~~into toa ~~ARX~~royalty ~~Springs~~agreement (the “Royalty Agreement”) with two original ~~founders~~founding ~~for~~stockholders ~~services~~of ~~rendered.~~Grimsby As(one ~~there~~of ~~was~~which nois ~~determinable~~an ~~fair~~officer ~~value~~and director of ~~founder’s~~ ~~shares,~~ the Company ~~valued~~and ~~these~~the ~~common~~other ~~shares~~who atis a ~~nominal~~principal stockholder ~~value~~ of ~~AUS$1.00~~the ~~per~~Company ~~common share.~~and Inconsultant ~~connection~~to ~~with~~the ~~issuance~~Company), ofwho ~~these~~received ~~common~~ shares, ~~for~~in the ~~nine~~Share ~~months~~Exchange. ~~ended~~Pursuant ~~January~~to 31the Royalty Agreement, the ~~2012~~Company agreed, at the ~~Company~~discretion ~~recorded~~of ~~stock-based compensation~~the Company’s board of directors, to pay these parties up to $307,~~780~~500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.

OnDevelopment ~~May~~costs ~~15,~~– ~~2012~~related and accounted for on March 8, 2012, pursuant to recapitalization accounting, the Company issued 100 shares of Grimsby common stock to Grimsby’s original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of $1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $100. This 100 share issuance quantity has also been retroactively reflected back to inception of the Company.party

16During the three months ended July 31, 2013 and 2012, the Company paid development fees of $150,467 and $0 to BRI for development services performed on the ARX Springs Project (See “Technology Sublicense Agreement” above).

~~ARX~~NOTE ~~GOLD~~5 ~~CORPORATION~~- ~~AND~~LOANS ~~SUBSIDIARIES~~PAYABLE

(AThrough ~~DEVELOPMENT~~July ~~STAGE~~31, ~~COMPANY~~2013, a shareholder, who is not a related party, advanced the Company $491,752 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted into 50,000,000 shares of the Company’s common stock (See Note 6). At July 31, 2013, amount due to this shareholder amounted to $441,752.

~~NOTES~~In TOApril ~~UNAUDITED~~2013, ~~CONSOLIDATED~~a ~~FINANCIAL~~third party advanced the ~~STATEMENTS~~Company $22,938 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $22,938 of this note was converted into 3,000,000 shares of the Company’s common stock (See Note 6).

~~JANUARY~~note 6 ~~31,~~– ~~2013~~STOCKHOLDERS’ EQUITY (DEFICIT)

~~NOTE~~Cash 6contributed ~~– STOCKHOLDERS’ EQUITY (continued)~~by founders

~~Stock-based~~For ~~compensation~~the three months ended July 31, 2013 and for the period from May 28, 2010 (~~continued~~inception) to July 31, 2013, the original stockholders of ARX Pacific contributed capital to ARX Pacific of $0 and $935, respectively.

On March 26, 2012, the Company issued 40,280 shares of ARX Pte common stock to ARX Pte original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of S$1.00 per common share. In connection with issuance of these common shares, the Company recorded stockStock-based compensation ~~of $31,946.~~

On ~~May~~November 2211, ~~2012~~2011, inthe ~~connection~~Company ~~with~~issued 30,000 ~~the~~shares ~~share~~of ~~exchange~~ARX ~~agreement,~~Spring’s common stock to ARX Springs original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company ~~issued~~valued ~~4,148,000,000~~these common shares at a nominal value of ~~its~~AUS$1.00 per common ~~stock~~share. toIn connection with issuance of these common shares, the ~~Grimsby~~Company ~~shareholders~~recorded ~~(See~~stock-based ~~Note~~compensation 1)of $30,780.

~~Other~~On ~~contributed~~May ~~capital~~15, 2012 and accounted for on March 8, 2012, pursuant to recapitalization accounting, the Company issued 100 shares of Grimsby common stock to Grimsby’s original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a nominal value of $1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $100. This 100 share issuance quantity has also been retroactively reflected back to inception of the Company.

In connection with consulting services performed for the Company by a third party in the amount of $44,704, BRI agreed to pay for these services on behalf of the Company, Accordingly, for the nine months ended January 31, 2013, the Company recorded professional fees of $44,704 and contributed capital of $44,704.16

InARX ~~connection~~GOLD ~~with~~CORPORATION ~~consulting~~AND and other services performed for the Company by various third parties, a shareholder of the Company agreed to pay for these services on behalf of the Company by issuing their shares of the Company to the various third parties, The Company valued these services by multiplying the numbers of shares transferred to the third parties by the fair value of the Company’s common share based on the quoted trading price of the common stock on the grant date which is the measurement date. Accordingly, for the nine months ended January 31, 2013, the Company recorded professional fees of $367,933 and contributed capital of $367,933.SUBSIDIARIES

~~NOTE~~(A 7DEVELOPMENT -STAGE ~~CONCENTRATIONS~~COMPANY)

~~Reliance~~NOTES onTO ~~contractual~~UNAUDITED ~~agreement~~CONSOLIDATED FINANCIAL STATEMENTS

~~The~~JULY ~~Company’s~~31, ~~business is dependent on agreements with an unrelated party (see Note 3) and a related party (see Note 4).~~2013

~~Concentrations of credit risk~~(Unaudited)

~~Financial instruments which potentially subject the Company~~note to6 ~~concentrations~~– ~~of credit risk consist principally of cash. At January 31, 2013 and April 30, 2012, all of the Company~~STOCKHOLDERS’~~s cash~~ isEQUITY ~~maintained~~(DEFICIT) ~~with banks in Australia and Singapore. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.~~(continued)

~~Concentration~~On inMarch 26, 2012, the Company issued 40,280 shares of ARX Pte common stock to ARX Pte original founders for services rendered. As there was no determinable fair value of founder’s shares, the Company valued these common shares at a ~~geographic~~nominal ~~area~~value of AUD$1.00 per common share. In connection with issuance of these common shares, the Company recorded stock-based compensation of $31,946.

~~The~~On ~~Company~~May ~~will~~22, ~~operate~~2012, in connection with the share ~~mining~~exchange ~~industry~~agreement and recapitalization, the ~~operations will~~Company beissued ~~concentrated~~4,148,000,000 inshares ~~Australia~~of its common stock to the Grimsby shareholders (See Note 31).

~~NOTE~~On July 1, 2013, the Company entered to two consulting agreements for an aggregate of 8,000,000 –shares ~~COMMITMENTS~~(5,000,000 ~~AND~~and ~~CONTINGENCIES~~3,000,000 shares, respectively) for business development services for a one month term. The common shares were valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and the Company recorded stock-based consulting expense of $40,000.

OnCommon ~~June~~stock ~~18,~~issued 2012, the Company entered into a Placement Agent Agreement with Khandwala Securities Limited (“KSL”) (the “Placement Agent”), whereby KSL was to act as exclusive Placement Agent, perform due diligence, and conduct other business development activities for asettlement ~~period~~ of ~~six months.~~ In accordance with the Placement Agent Agreement, the Company shall pay KSL 5% of funds raised up to $50 million. Additionally, the Company agreed to pay Placement Agent $250,000 with $100,000 due upon signing of the Placement Agreement, $100,000 on completion of due diligence and submission of an information memorandum and $50,000 upon the Company’s sign–off of a placement memorandum and information statement. To date, KSL had not submitted any information statement or placement memorandum. Accordingly, the Company believes that only $100,000 may be due pursuant to the Placement Agent Agreement. The $100,000 was earned and accrued by the Company as of October 31, 2012. Under the terms of its agreement with KSL, the Company paid $41,000 in December 2012 and paid $25,000 on February 26, 2013.debt

17On May 9, 2013, the Company issued 50,000,000 shares to a shareholder, who is not a related party, in connection with the settlement of $50,000 in debt. The Company valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, the Company reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000.

~~ARX~~On ~~GOLD~~July ~~CORPORATION~~26, ~~AND~~2013, ~~SUBSIDIARIES~~the Company issued 3,000,000 common shares to a third party debt holder in connection with the settlement of AUD$25,000 in debt (approximately $22,938). The Company valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, the Company reduced loan payable by $22,938 and recorded a gain on the settlement of debt of $12,738.

(ACommon ~~DEVELOPMENT~~stock ~~STAGE~~sold ~~COMPANY)~~for cash

~~NOTES~~On TOMay ~~UNAUDITED~~5, ~~CONSOLIDATED~~2013 ~~FINANCIAL~~and June 27, 2013, the Company ~~STATEMENTS~~sold an aggregate of 18,000,000 of its common stock to an investor at an average price of AUD $0.0039 per common share for proceeds of AUD$70.000 (approximately $69,917).

~~JANUARY~~On 31May 11 and May 22, 2013, the Company sold an aggregate of 500,000 of its common stock to two individuals (250,000 common shares each) at a price of AUD $0.008 per common share for proceeds of AUD$4.000 (approximately $3,955).

~~NOTE~~On 8July –23, ~~COMMITMENTS~~2013, ~~AND~~the ~~CONTINGENCIES~~Company sold 10,000,000 of its common stock to an investor at a price of AUD $0.005 per common share for proceeds of AUD$50.000 (~~continued~~approximately $46,110).

~~Pursuant~~On toJuly ~~an agreement dated June 18~~26, ~~2012 between Grimsby and Salam International Ltd (“Salam”)~~2013, ~~(collectively referred to as “~~the “Parties”) entered into a conditional Gold Forward Sales Contract (the “Gold Contract”) which is subject to a condition of completion of due diligence by the buyer (Salam). Under the Gold Contract, the buyer proposed buying gold bullion for US $105 million. The Gold Contract required first gold delivery by the Company tosold ~~commence 270 days after the effective date. In January 2013~~20, ~~the Parties had agreed to extend both the time of completion of due diligence until February 28~~000, ~~2013 and the effective date specified in the agreement~~000 toshares ~~February 28, 2013 with the consequence that subject to due diligence, the time for first delivery~~ of ~~gold~~its bycommon ~~the~~stock ~~Company is extended~~ to ~~270~~an ~~days~~investor ~~after~~at ~~March 1, 2013. On March 6, 2013, the Parties agreed to~~ a ~~further~~price ~~variation agreement with the effect that the contract for the purchase~~ of ~~$105~~AUD ~~million of gold bullion is proceeding, the purchaser completed its due diligence satisfactorily, the buyer has represented that the contract deposit of~~ $~~5 million is to be paid on or after March 15~~0.005 ~~2013,~~per ~~the~~common ~~time~~share for ~~the~~proceeds ~~delivery~~ of gold by the Company is extended to 270 days after March 15, 2013, and the term of the letter of credit for the total delivery has been extended to 48 months after February 28, 2013. There is no obligation on the Company nor is there any potential penalty on the Company for any failure to deliver gold until payment by the buyer to the Company of the AUD$~~5 million cash deposit~~100.000 ~~As of~~(approximately ~~the date of this report, the~~ $~~5 million deposit had not been received~~92,530).

InOther ~~August~~contributed 2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a royalty agreement (the “Royalty Agreement”) with two original founding stockholders of Grimsby (one of which is an officer and director of the Company), who received shares in the Share Exchange. Pursuant to the Royalty Agreement, the Company agreed, at the discretion of the Company’s board of directors, to pay these parties up to $7,500,000 in royalties from gross profits derived from the sales of all minerals and other products recovered from the ARX Spring Project.capital

ByIn ~~agreement~~connection ~~dated~~with ~~October~~consulting ~~31, 2012 and by addendum agreement~~services ~~dated~~performed ~~November~~for ~~21, 2012 between~~ the Company, ~~Ascot Mining Ltd and Veritas Gold CR SA the parties agreed to terms of purchase~~ by ~~the~~ ~~Company~~a ~~from~~third ~~Ascot~~party ofin ~~50% of~~ the ~~issued~~amount ~~shares~~ of ~~Veritas. The terms of the purchase by the Company require delivery of 200 million common shares to Ascot and a~~ $244,~~500~~704,~~000~~ ~~loan~~BRI ~~(the~~agreed ~~“Completion Advance”) from the Company~~ to ~~Veritas~~pay ~~as working capital and expansion capital~~ for ~~Chassoul~~these ~~Mine,~~services ~~Costa~~on ~~Rica.~~behalf ~~The~~of ~~Company has~~ the ~~right in its absolute discretion to arrange that the Completion Advance may be delivered by Musketeer Holdings Corp (a shareholder in the company) in substitution for the~~ Company, ~~subject~~Accordingly, ~~to the primary obligation remaining with the Company. The parties had agreed to extend the earlier completion date to an extended completion date~~ for the ~~purchase~~year toended onApril ~~or before February 20~~30, 2013~~. Since February 20~~, ~~2013,~~ the ~~parties~~Company ~~have~~recorded ~~been~~professional ~~in discussions~~fees ~~about~~of ~~further extending the completion date however those discussions~~$44,704 ~~while ongoing, are not finalized. The Company cannot provide any assurances that the negotiations will be successful~~ and ~~the~~contributed ~~negotiation~~capital ~~will~~of ~~be finalized~~$44,704. ~~No party to the agreement is subject to any penalty by reason the purchase has not yet completed.~~

18In connection with consulting and other services performed for the Company by various third parties, a shareholder of the Company agreed to pay for these services on behalf of the Company by issuing their shares of the Company to the various third parties, The Company valued these services by multiplying the numbers of shares transferred to the third parties by the fair value of the Company’s common share based on the quoted trading price of the common stock on the grant date which is the measurement date. Accordingly, for the year ended April 30, 2013, the Company recorded professional fees of $367,933 and contributed capital of $367,933.

~~Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~17

~~The~~ARX ~~following~~GOLD ~~plan~~CORPORATION ofAND operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section 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. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.SUBSIDIARIES

~~Plan~~(A ofDEVELOPMENT ~~Operations~~STAGE COMPANY)

WeNOTES ~~have~~TO ~~commenced~~UNAUDITED ~~limited~~CONSOLIDATED ~~operations and~~FINANCIAL ~~we will require outside capital to implement our business model.~~STATEMENTS

WeJULY ~~were incorporated under the laws of the State of Nevada July 8~~31, 2008 as formerly Daulton Capital Corp. On May 25, 2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation (“ARX Gold”).2013

~~On May 22, 2012, ARX Gold, Grimsby Investments Limited~~ (~~“Grimsby”~~Unaudited), a company incorporated under the law of the British Virgin Islands on March 8, 2012, and the stockholders of Grimsby (“Grimsby Shareholders”) entered into a Share Exchange. Upon closing of the transaction contemplated under the Share Exchange, as amended, on May 22, 2012, the Grimsby Shareholders (4 entities) transferred all of the issued and outstanding capital stock of Grimsby to ARC Gold in exchange for an aggregate of 4.148 billon shares of the common stock of ARX Gold and a commitment to pay royalties of $7,500,000 to two original founding stockholders of Grimsby, as amended retroactively in August 2012 for an original $150 million to the four original founding stockholders of Grimsby. Such exchange caused Grimsby to become a wholly-owned subsidiary of ARX Gold. ARX Gold and Grimsby with its subsidiaries are collectively referred to as “the Company”.

~~The~~NOTE ~~Share~~7 ~~Exchange was accounted for as a reverse~~-~~merger~~ and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby was the acquirer for financial reporting purposes and ARX Gold was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange Agreement will be those of Grimsby and was recorded at the historical cost basis of Grimsby, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange.CONCENTRATIONS

OnReliance ~~March~~on ~~26,~~contractual 2012, agents of Grimsby established ARX Springs Pte, Ltd., (“ARX Pte”), a company incorporated in Singapore, in anticipation of a future restructuring of the Company. At the time of its incorporation, ARX Pte had no operations, assets or stockholders.agreements

OnThe ~~April~~Company’s ~~12,~~business ~~2012,~~is ~~the one founding stockholder~~dependent ofon ~~ARX~~agreements ~~Springs~~with ~~Pty.~~an ~~Ltd~~unrelated aparty (~~“ARX~~see ~~Springs”~~Note 3), ~~formed on November 11, 2011,~~ and ~~the~~a ~~two~~related ~~founding~~party ~~stockholders of ARX Pacific Resources Pty Ltd.~~ (~~“ARX~~see ~~Pacific”),~~Note ~~formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte~~4).

OnConcentrations ~~May 15, 2012, in connection with a reorganization~~ of ~~Grimsby,~~credit ~~100% of the founders’ shares of ARX Pte were issued to Grimsby and Grimsby issued its founders shares to four entities.~~risk

19Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. At July 31, 2013 and April 30, 2013, all of the Company’s cash is maintained with banks in the U.S., Australia and Singapore. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

OnConcentration ~~May~~of ~~22, 2012, immediately after the Share Exchange, our organizational structure is as follows:~~funding

~~Pursuant~~Through toApril ~~certain~~30, ~~mining~~2013, ~~rights~~the ~~agreements,~~majority of ~~ARX~~the ~~Pacific~~cash funding was in the form of short-term loans and ~~ARX~~was ~~Springs,~~received ~~together~~from ~~referred~~one tosource, asa shareholder of the ~~“ARX~~Company. ~~Companies”)~~Management believes ~~have~~this is no longer a source of funding prospectively. During the ~~rights~~three tomonths ~~mine~~ended ~~and~~July ~~extract~~31, ~~gold and~~2013, ~~other~~funding ~~materials~~was provided from ~~certain~~the ~~properties~~sale inof ~~Australia~~common stock to various investors.

~~ARX~~Concentration in ~~Springs~~a ~~Project~~geographic area

OnThe ~~March 6, 2012 and as amended on March~~Company ~~31,~~will ~~2012,~~operate ~~our~~in ~~subsidiaries,~~the ~~ARX~~mining ~~Springs~~industry and ~~ARX Pacific entered into Stage Tribute Agreements (~~the ~~“Stage~~operations ~~Tribute~~will ~~Agreements”) with~~be ~~Riverstone~~concentrated ~~Resources~~in ~~Pty~~Australia ~~Ltd.~~ (~~“Riverstone”). The Stage Tribute Agreements were made pursuant to the terms of an agreement dated February 27, 2012 between Riverstone and BRI Microfine Pty Ltd., a related party (~~See Note 43) ~~(the “Riverstone Master Agreement”)~~. The Stage Tribute Agreements grant the exclusive right to the ARX Companies to explore, mine and extract gold and other extracted products on the ARX Springs Project properties located in the Wide Bay Burnett Region in central Queensland, Australia. The ARX Springs Project overall covers approximately 16 km² of surface area and the mining project is part of a larger area for which Riverstone owns and operates an extractive industries business.

~~The~~NOTE ~~two~~8 ~~ARX Companies~~– ~~will~~COMMITMENTS ~~jointly~~AND operate at the ARX Springs site, and Phase 1 of the mining processing at ARX Springs under the respective Stage Tribute Agreements will mine a surface area of 600 ha. Under the terms of the Riverstone Master Agreement between BRI, a related party and Riverstone, phase 2 of the mining process at the ARX Springs Project may commence at any time and does not require work on phase 1 to be completed. ARX Companies must pay to Riverstone production royalty of 19% of the value of production extracted and processed from the first 100 ha surface area of the ARX Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100 ha.CONTINGENCIES

On June 18, 2012, the Company entered into a Placement Agent Agreement with Khandwala Securities Limited ~~Operating~~(“KSL”) ~~History~~(the “Placement Agent”), whereby KSL was to act as exclusive Placement Agent, perform due diligence, and conduct other business development activities for a period of six months. In accordance with the Placement Agent Agreement, the Company shall pay KSL 5% of funds raised up to $50 million. Additionally, the Company agreed to pay the Placement Agent $250,000 with $100,000 due upon signing of the Placement Agreement, $100,000 on completion of due diligence and submission of an information memorandum and $50,000 upon the Company’s sign–off of a placement memorandum and information statement. To date, KSL had not submitted any information statement or placement memorandum. Accordingly, the Company believes that only $100,000 may be due pursuant to the Placement Agent Agreement. The $100,000 was earned and accrued by the Company as of October 31, 2012. Under the terms of its agreement with KSL, through July 31, 2013, the Company paid an aggregate of $86,000 under the terms of KSL agreement.

WeIn ~~have~~August ~~generated~~2012, in connection with an amendment to the Share Exchange dated May 22, 2012, the Company entered into a ~~limited~~royalty ~~financial~~agreement ~~history~~(the “Royalty Agreement”) with ~~and~~two ~~have~~original ~~not~~founding ~~previously~~stockholders ~~demonstrated~~of ~~that~~Grimsby we(one ~~will~~of bewhich ~~able~~is toan ~~expand~~officer ~~our~~and ~~business.~~director ~~Our~~of ~~business~~the Company and the other who is ~~subject~~a principal stockholder of the Company and a consultant to ~~risks~~the ~~inherent~~Company), who received shares in the Share Exchange. Pursuant to the Royalty ~~growing~~Agreement, anthe ~~enterprise~~Company agreed, ~~including~~at ~~limited~~the ~~capital~~discretion ~~resources~~of ~~and~~the ~~possible~~Company’s ~~rejection~~board of ~~our~~directors, ~~business~~to ~~model~~pay ~~and/or~~these parties up to $7,500,000 in royalties from gross profits derived from the sales ~~methods~~of all minerals and other products recovered from the ARX Spring Project.

~~Critical Accounting Policies and Estimates~~18

~~While~~Item ~~our significant accounting policies are more fully described in Note~~ 2. toManagement’s ~~our~~Discussion ~~financial~~and ~~statements~~Analysis ~~for~~of ~~the~~Financial ~~nine~~Condition ~~months ended January 31, 2013, we believe that the following accounting policies are the most critical to aid you in fully understanding~~ and ~~evaluating~~Results ~~this~~of ~~management discussion and analysis~~Operations.

20The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section 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. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.

~~Our~~Plan ~~consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States~~ of America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the accounting for and recovery of long-lived assets including mining rights, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.Operations

~~Mining~~We ~~property~~have ~~acquisition~~commenced limited operations and we ~~exploration~~will ~~costs~~require outside capital to implement our business model. We were incorporated under the laws of the State of Nevada July 8, 2008 as formerly Daulton Capital Corp. On May 25, 2012, Daulton Capital Corp. changed its name to Celframe ARX Resources Corp. and on October 16, 2012, Celframe ARX Resources Corp. changes its name to ARX Gold Corporation (“ARX Gold”).

WeOn ~~follow~~May ~~ASC~~22, ~~930~~2012, ~~“Extraction~~ARX ~~Activities~~Gold, Grimsby Investments –Limited ~~Mining~~(“Grimsby”), ina ~~accounting~~company ~~for~~incorporated ~~mining~~under ~~costs.~~the ~~Costs~~law of ~~lease,~~the ~~acquisition~~British Virgin Islands on March 8, ~~exploration~~2012, ~~carrying~~ and ~~retaining~~the ~~unproven~~stockholders ~~mineral~~of ~~lease~~Grimsby ~~properties~~(“Grimsby ~~are~~Shareholders”) ~~expensed~~entered asinto ~~incurred.~~a WeShare ~~have~~Exchange. ~~chosen~~Upon toclosing ~~expense~~of ~~all~~the ~~mineral~~transaction ~~acquisition~~contemplated ~~and~~under the ~~exploration~~Share ~~costs~~Exchange, as ~~incurred given~~amended, ~~that~~on itMay is22, ~~still~~2012, in the ~~development~~Grimsby ~~stage.~~Shareholders ~~Once~~(4 weentities) ~~have~~transferred ~~identified~~all ~~proven~~of ~~and~~the ~~probable~~issued ~~reserves~~and inoutstanding capital ~~our~~stock ~~investigation~~ of ~~our properties~~Grimsby ~~and~~to ~~upon~~ARC ~~development~~Gold ofin aexchange ~~plan~~ for ~~operating~~an aaggregate ~~mine,~~of we4.148 ~~will~~billon ~~capitalize~~shares ~~future~~of ~~costs~~the ~~until~~common ~~production~~stock isof ~~established. When~~ARX Gold and a commitment ~~property~~to ~~reaches~~pay ~~the~~royalties ~~production~~of ~~stage~~$7,500,000 ~~the~~to ~~related~~two ~~capitalized~~original ~~costs~~founding ~~will~~stockholders beof ~~depleted~~Grimsby, ~~using~~as ~~the~~amended ~~units-of-production~~retroactively ~~method~~in August ~~over~~2012 ~~the~~for ~~estimated~~an ~~life~~original of$150 ~~the~~million ~~probable-proven~~to ~~reserves.~~the ~~When~~four weoriginal ~~have~~founding ~~capitalized~~stockholders ~~mineral~~of ~~properties,~~Grimsby. Such ~~these~~exchange ~~properties~~caused ~~will~~Grimsby beto become ~~periodically~~a ~~assessed~~wholly-owned ~~for~~subsidiary ~~impairment~~ of ~~value~~ARX ~~and any diminution in value~~Gold. ToARX ~~date,~~Gold weand ~~have~~Grimsby ~~not~~with ~~established~~its ~~the~~subsidiaries ~~commercial~~are ~~feasibility of~~collectively ~~any~~referred ~~exploration~~to ~~prospects;~~as ~~therefore, all costs are being expensed~~“the Company”.

~~Environmental~~The ~~Matters~~Share Exchange was accounted for as a reverse-merger and recapitalization since the stockholders of Grimsby obtained voting and management control of ARX Gold. Grimsby was the acquirer for financial reporting purposes and ARX Gold was the acquired company. Consequently, the assets and liabilities and the operations reflected in the historical financial statements prior to the Exchange Agreement will be those of Grimsby and was recorded at the historical cost basis of Grimsby, and the consolidated financial statements after completion of the Share Exchange included the assets and liabilities of both Grimsby and ARX Gold and the Company’s consolidated operations from the closing date of the Share Exchange.

~~Our~~On ~~operations~~March ~~are~~26, ~~subject~~2012, toagents ~~evolving government environmental laws and regulations related to the discharge~~ of ~~materials~~Grimsby ~~into the environment. Our process is not expected~~established toARX ~~produce~~Springs ~~harmful~~Pte, ~~levels of emissions or waste by-products~~Ltd. ~~However~~, ~~these~~(“ARX ~~laws~~Pte”), ~~and~~a ~~regulations~~company ~~would~~incorporated ~~require~~in usSingapore, ~~to remove~~in oranticipation ~~mitigate~~of ~~the~~a ~~environmental~~future ~~effects~~ restructuring of the ~~disposal or release of substances at our site should they occur~~Company. ~~Compliance with~~ ~~such~~At ~~laws and regulations can be costly. Additionally, governmental authorities may enforce~~ the ~~laws~~time ~~and regulations with a variety~~ of ~~civil~~its ~~and criminal enforcement measures~~incorporation, ~~including~~ARX ~~monetary~~Pte ~~penalties~~had ~~and~~no ~~remediation~~operations, ~~requirements. We are~~assets ~~not~~or ~~aware of any area of non-compliance with governmental environmental laws and regulations as of the date of this report~~stockholders.

~~Asset~~On ~~retirement~~April ~~obligations~~12, 2012, the one founding stockholder of ARX Springs Pty. Ltd a (“ARX Springs”), formed on November 11, 2011, and the two founding stockholders of ARX Pacific Resources Pty Ltd. (“ARX Pacific”), formed on May 28, 2010, transferred 100% of their respective ownerships in such companies to ARX Pte.

WeOn ~~follow~~May ~~the provisions of ASC 410~~15, ~~Asset Retirement and Environmental Obligations~~2012, ~~which~~in ~~establishes~~connection ~~standards~~with ~~for~~a ~~the initial measurement and subsequent accounting for obligations~~reorganization ~~associated~~of ~~with the sale~~Grimsby, ~~abandonment~~100% ~~or other disposal~~ of ~~long-lived~~the ~~tangible~~founders’ ~~assets~~shares ~~arising~~of ~~from~~ARX ~~the~~Pte ~~acquisition,~~were ~~construction or~~issued ~~development~~to Grimsby and ~~for~~Grimsby ~~normal~~issued ~~operations~~its offounders ~~such~~shares ~~assets~~to four entities.

~~Impairment~~On ofMay ~~long-lived~~22, ~~assets~~2012, immediately after the Share Exchange, our organizational structure is as follows:

InPursuant ~~accordance~~to ~~with~~certain ~~ASC~~mining ~~Topic~~rights ~~360~~agreements, ~~we review~~ ~~long-lived~~ARX ~~assets~~Pacific ~~for~~and ~~impairment~~ARX ~~whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable~~Springs, ortogether atreferred ~~least~~to ~~annually.~~as ~~We recognize an impairment loss when~~ the ~~sum~~“ARX ofCompanies” ~~expected~~have ~~undiscounted future cash flows is less than~~ the ~~carrying~~rights ~~amount~~to ofmine ~~the~~and ~~asset.~~extract ~~The~~gold ~~amount of impairment is measured as the difference between the asset’s~~and ~~estimated~~other ~~fair~~materials ~~value~~from ~~and~~certain ~~its~~properties ~~book~~in ~~value~~Australia.

2119

~~Foreign~~ARX ~~currency~~Springs ~~translation~~Project

~~The~~On ~~accompanying~~March ~~unaudited consolidated~~6, ~~financial~~2012 ~~statements~~and ~~are~~as ~~presented~~amended inon ~~U.S.~~March 31, ~~dollars~~2012, ~~(“USD”).~~our ~~The~~subsidiaries, ~~reporting~~ARX ~~currency~~Springs ofand ~~the~~ARX ~~Company~~Pacific isentered ~~the USD.~~into ~~The~~Stage ~~functional~~Tribute ~~currency~~Agreements of (the ~~ARX~~“Stage ~~Companies~~Tribute isAgreements”) with ~~the~~Riverstone ~~Australian~~Resources ~~dollar~~Pty ~~and~~Ltd. ~~the~~(“Riverstone”). ~~functional~~The ~~currency~~Stage ofTribute ~~ARX~~Agreements ~~Pte~~were ismade ~~the~~pursuant ~~Singapore dollar.~~to ~~Results~~the terms of an ~~operations~~agreement ~~and~~dated ~~cash~~February ~~flows~~27, ~~are~~2012 ~~translated~~between atRiverstone ~~average~~and ~~exchange~~BRI ~~rates~~Microfine ~~during~~Pty ~~the period~~Ltd., ~~assets~~a ~~and~~related ~~liabilities are~~party ~~translated~~(See atNote 4) (the ~~spot~~“Riverstone Master ~~exchange~~Agreement”). ~~rate~~The atStage ~~the~~Tribute ~~end~~Agreements ofgrant the ~~period,~~exclusive ~~and~~right ~~equity~~to isthe ~~translated~~ARX atCompanies ~~historical~~to ~~exchange~~explore, ~~rates.~~mine Asand aextract ~~result,~~gold ~~amounts~~and ~~relating~~other toextracted ~~assets~~products ~~and~~on ~~liabilities~~the ~~reported~~ARX onSprings ~~the~~Project ~~statements~~properties oflocated ~~cash~~in ~~flows~~the ~~may~~Wide ~~not~~Bay ~~necessarily~~Burnett ~~agree~~Region ~~with~~in ~~the~~central Queensland, ~~changes~~Australia. inThe ~~the~~ARX ~~corresponding~~Springs ~~balances~~Project onoverall ~~the~~covers ~~balance~~approximately ~~sheets. Translation~~16 ~~adjustments~~km² ~~resulting~~of ~~from~~surface area and the ~~process~~mining ofproject ~~translating the~~is ~~local~~part ~~currency~~of ~~financial~~a larger ~~statements~~area ~~into~~for ~~U.S.~~which ~~dollars~~Riverstone ~~are~~owns ~~included~~and inoperates ~~determining~~an ~~comprehensive~~extractive ~~income~~industries business.

~~Assets~~The ~~and~~two ~~liabilities~~ARX Companies will jointly operate ~~denominated~~at inthe ~~foreign~~ARX ~~currencies~~Springs ~~are~~site, ~~translated~~and ~~into~~Phase 1 of the ~~functional~~mining ~~currency~~processing at ARX Springs under the ~~exchange~~respective ~~rates~~Stage ~~prevailing~~Tribute atAgreements will mine a surface area of 600 ha. Under the ~~balance~~terms ~~sheet date~~of ~~with~~the ~~any~~Riverstone ~~transaction~~Master ~~gains~~Agreement between BRI, a related party and ~~losses~~Riverstone, phase ~~that~~2 ~~arise~~of ~~from~~the ~~exchange~~mining ~~rate~~process ~~fluctuations~~at the ARX Springs Project may commence at any time and does not require work on ~~transactions~~phase ~~denominated~~1 into abe ~~currency~~completed. ~~other~~ARX ~~than~~Companies must pay to Riverstone production royalty of 19% of the ~~functional~~value ~~currency~~of ~~are~~production ~~included~~extracted inand processed from the ~~results~~first 100 ha surface area of ~~operations~~the asARX ~~incurred~~Springs Project treated and 15% of the value of production extracted and processed from the surface area of the project which exceeds 100 ha.

~~Stock-based~~Limited ~~compensation~~Operating History

We ~~account~~have ~~for~~generated ~~stock-based~~a ~~instruments issued~~limited tofinancial ~~employees~~history and inhave ~~accordance~~not ~~with~~previously ~~ASC~~demonstrated ~~Topic~~that ~~718.~~we ~~ASC~~will ~~Topic~~be ~~718~~able ~~requires companies~~ to ~~recognize~~expand inour ~~the~~business. ~~statement~~Our ofbusiness ~~operations the~~is ~~grant-date~~subject ~~fair~~to ~~value~~risks ofinherent ~~stock~~in growing ~~options~~an ~~and~~enterprise, ~~other~~including ~~equity~~limited ~~based~~capital ~~compensation~~resources ~~issued~~and topossible ~~employees.~~rejection Weof ~~account~~our ~~for~~business ~~non-employee share-based~~model ~~awards~~and/or insales ~~accordance with ASC Topic 505-50~~methods.

~~Recent~~Critical ~~accounting~~Accounting ~~pronouncements~~Policies and Estimates

~~Accounting~~While ~~standards~~our ~~that~~significant ~~have~~accounting ~~been issued~~policies orare ~~proposed~~more byfully ~~FASB~~described ~~that~~in doNote ~~not~~2 ~~require~~to ~~adoption~~our ~~until~~financial astatements ~~future~~for ~~date~~the ~~are~~three ~~not~~months ~~expected~~ended toJuly ~~have~~31, a2013, ~~material~~we ~~impact~~believe onthat the ~~financial~~following ~~statements~~accounting ~~upon~~policies ~~adoption~~are the most critical to aid you in fully understanding and evaluating this management discussion and analysis.

~~Results~~Our consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Operations~~America. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to the accounting for and recovery of long-lived assets including mining rights, income taxes, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of the consolidated financial statements.

~~For~~Mining ~~the~~property ~~Three~~acquisition and ~~Nine Months Ended~~exploration ~~January 31, 2013 and 2012~~costs

~~Revenues~~We follow ASC 930 “Extraction Activities – Mining” in accounting for mining costs. Costs of lease, acquisition, exploration, carrying and retaining unproven mineral lease properties are expensed as incurred. We have chosen to expense all mineral acquisition and exploration costs as incurred given that it is still in the development stage. Once we have identified proven and probable reserves in our investigation of our properties and upon development of a plan for operating a mine, we will capitalize future costs until production is established. When a property reaches the production stage, the related capitalized costs will be depleted, using the units-of-production method over the estimated life of the probable-proven reserves. When we have capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value. To date, we have not established the commercial feasibility of any exploration prospects; therefore, all costs are being expensed.

~~Since inception, we had $0 in revenue.~~20

~~Operating~~Environmental ~~Expenses~~Matters

~~For~~Our operations are subject to evolving government environmental laws and regulations related to the ~~three~~discharge of materials into the environment. Our process is not expected to produce harmful levels of emissions or waste by-products. However, these laws and ~~nine~~regulations ~~months~~would ~~ended~~require ~~January~~us to 31remove or mitigate the environmental effects of the disposal or release of substances at our site should they occur. Compliance with such laws and regulations can be costly. Additionally, ~~2013~~governmental authorities may enforce the laws and ~~2012~~regulations with a variety of civil and criminal enforcement measures, ~~operating~~including ~~expenses~~monetary ~~consisted~~penalties and remediation requirements. We are not aware of any area of non-compliance with governmental environmental laws and regulations as of the ~~following:~~date of this report.

	Three Months Ended January 31,				Nine Months Ended January 31,
	2013		2012		2013		2012
Compensation	$	–	$	30,780	$	–	$	30,780
Professional fees		466,522		–		710,534		–
Development costs – related party		74,104		–		268,950		–
Other selling, general and administrative		4,501		23		7,544		86
	$	545,127	$	30,803	$	987,028	$	30,866

Asset retirement obligations

*We Onfollow ~~November~~the ~~11,~~provisions ~~2011,~~of weASC ~~issued 30~~410,~~000~~ ~~shares~~Asset Retirement ofand ~~ARX~~Environmental ~~Spring’s~~Obligations, ~~common~~which ~~stock~~establishes tostandards ~~ARX Springs original founders~~ for ~~services~~the ~~rendered.~~initial Asmeasurement ~~there~~and ~~was~~subsequent noaccounting for ~~determinable~~obligations ~~fair~~associated ~~value~~with ofthe ~~founder’s shares~~sale, ~~the~~abandonment ~~Company~~or ~~valued~~other ~~these~~disposal ~~common shares at a nominal value~~ of ~~AUS$1.00~~long-lived ~~per~~tangible ~~common~~assets ~~share.~~arising Infrom ~~connection with issuance of these common shares, for~~ the ~~nine months ended January 31~~acquisition, construction ~~2012,~~or wedevelopment ~~recorded~~and ~~stock-based~~for ~~compensation~~normal operations of ~~$30,780~~such assets.

22Impairment of long-lived assets

*In ~~For~~accordance ~~the~~with ~~three~~ASC ~~and~~Topic ~~nine months ended January 31~~360, ~~2013, professional fees were $710,534 and $466,522, respectively. During the nine months ended January 31, 2013,~~ we ~~incurred~~review long-lived ~~business~~assets ~~development~~for ~~and~~impairment ~~consulting~~whenever ~~fees~~events ofor ~~$44,704~~changes ~~related~~in tocircumstances ~~the~~indicate ~~preparation~~that ~~of an exploration report on~~ the ~~ARX~~carrying ~~Springs~~amount ~~Project~~of ~~and we incurred $100,000 ($0 and $100,000 during~~ the ~~three~~assets ~~and~~may not ~~nine~~be ~~month~~fully ~~ended January 31~~recoverable, ~~2013),~~or ~~respectively,~~at inleast ~~connection with due diligence and capital raising activities, investor relations fees of $57,450, transfer agent and filing fees of $12,704, and accounting and legal fees of $126,938~~annually. Additionally, we incurred consulting and other professional fees of $367,933 related to a shareholder’s transfer of their common shares held in our Company to pay for services performed for the Company. We ~~did~~recognize ~~not~~an ~~incur~~impairment ~~professional~~loss ~~fees~~when ~~during~~ the ~~nine~~sum ~~months~~of ~~ended~~expected ~~January~~undiscounted ~~31,~~future ~~2012.~~cash flows Weis ~~expect~~less ~~professional~~than fees to increase as we incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, and other rules implemented by the ~~Securities~~carrying ~~and~~amount ~~Exchange Commission. * During the three and nine months ended January 31, 2013, we paid development fees~~ of ~~$98,589 and $268,950 to BRI Microfine, a related party, for development services performed on~~ the ~~ARX Springs Project~~asset. WeThe ~~expect~~amount toof ~~continue~~impairment ~~incurred~~is ~~such~~measured ~~expenses~~as ~~in future periods. * For~~ the ~~three~~difference ~~and~~between ~~nine months ended January 31, 2013, general and administrative expenses, which included bank service charges and other office related expenses, increased by $4,478 and $7,458 as compared to~~ the ~~three~~asset’s estimated ~~and~~fair ~~nine~~value ~~months ended January 31, 2012, respectively. We expect general~~ and ~~administrative~~its ~~expenses~~book ~~to increase as we increase our operations~~value.

~~Net~~Foreign ~~Loss~~currency translation

AsThe aaccompanying ~~result~~consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the ~~factors~~Company ~~described~~is ~~above,~~the USD. The functional ~~our~~currency ~~net~~of ~~loss~~the ~~for~~ARX Companies is the ~~nine~~Australian ~~months~~dollar ~~ended~~and ~~January~~the ~~31,~~functional ~~2013~~currency of ARX Pte is the Singapore dollar. Results of operations and ~~2012~~cash ~~was~~flows ~~$987~~are translated at average exchange rates during the period,~~028~~ assets and ~~$30,866,~~liabilities orare atranslated at ~~net~~the ~~loss~~spot ~~per~~exchange ~~common~~rate ~~share~~at the end of ~~$0.00~~ the period, and $0equity is translated at historical exchange rates.00 ~~(basic~~As ~~and~~a ~~diluted)~~result, ~~respectively.~~amounts relating ~~Our~~to ~~net~~assets ~~loss~~and ~~for~~liabilities reported on the ~~three~~statements ~~months~~of ~~ended~~cash ~~January~~flows ~~31,~~may ~~2013~~not ~~and~~necessarily ~~2012~~agree ~~was~~with ~~$545,127~~the ~~and~~changes in the corresponding ~~$30,803,~~balances oron athe ~~net~~balance ~~loss~~sheets. Translation ~~per~~adjustments ~~common~~resulting ~~share~~from the process of ~~$0.00~~translating ~~and~~the $0local currency financial statements into U.00S. ~~(basic~~dollars ~~and~~are ~~diluted),~~included ~~respectively~~in determining comprehensive income.

~~Liquidity~~Assets and ~~Capital~~liabilities ~~Resources~~denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

~~Liquidity~~Stock-based is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. To date, we have funded our operations through the sale of our common stock. Our primary uses of cash have been for compensation, and professional fees. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

·We Anaccount ~~substantial~~for ~~increase~~stock-based instruments issued to employees in ~~working~~accordance ~~capital~~with ~~requirements~~ASC Topic 718. ASC Topic 718 requires companies to ~~finance~~recognize ~~our~~in ~~mining~~the statement of operations, the grant-date fair value of stock options and other equity based compensation issued to employees. We account for non-employee share-based awards in accordance with ASC Topic 505-50.

·Recent ~~Addition~~accounting ~~of administrative and professional personnel as the business grows,~~pronouncements

·Accounting ~~The~~standards ~~cost~~that ofhave ~~being~~been issued or proposed by FASB that do not require adoption until a ~~public~~future ~~company,~~date ~~and~~are not expected to have a material impact on the financial statements upon adoption.

~~· Capital expenditures on excavation, mining and other equipment~~21

·Results ~~Payment~~ of ~~royalties upon commencement of production.~~Operations

AtFor ~~January~~the ~~31,~~Three ~~2013,~~Months weEnded ~~had~~July ~~a cash balance~~31, of2013 ~~$2,049.~~and ~~Since inception we have funded our operations as follows:~~2012

~~● During the nine months ended January 31, 2013, we borrowed funds from a shareholder amounting to $431,905 to fund our operating expenses, pay our obligations, and for working capital purposes.~~Revenues

23Since inception, we had $0 in revenue.

WeOperating currently have no material commitments for capital expenditures, however, in order to commence operations, we must raise funds through equity or debt financing. We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital and funds received from a shareholder and related parties, we presently have no other alternative source of working capital. We will use these funds to fund our operating expenses, pay our obligations, grow our company, and to begin or exploration and mining operation on the ARX Springs Project. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations and we will need to raise significant additional capital. We do not anticipate we will be profitable in fiscal 2013. Therefore our future operations may be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to further curtail our marketing and development plans and possibly cease our operations.Expenses

WeFor ~~anticipate~~the ~~that~~three ~~depending~~months onended ~~market conditions~~July 31, 2013 and ~~our plan of operations~~2012, ~~we may incur~~ operating ~~losses~~expenses inconsisted ~~the~~of ~~foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for~~ the ~~year ended April 30, 2012.~~following:

Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

	Three Months Ended July 31,
	2013		2012
Compensation	$	26,948	$	–
Professional fees		69,601		106,063
Development costs – related party		150,467		–
Other selling, general and administrative		156		2,431
	$	247,172	$	108,494

~~Operating~~* ~~activities~~During the three months ended July 31, 2013, compensation expense amounted to $26,948 and included $5,948 in director’s fees and $21,000 in compensation expense for services rendered by our CEO. Beginning in February 2013, we agreed to pay our CEO $7,000 per month for services rendered.

* For the ~~nine~~three months ended ~~January~~July 31, 2013 and 2012, ~~net~~professional ~~cash~~fees ~~flows~~were ~~used~~$69,601 and $106,063, respectively. During the three months ended July 31, 2013, we incurred consulting fees of $21,000 related to development services performed by a significant shareholder of the Company. Beginning in ~~operating~~February ~~activities~~2013, ~~amounted~~we agreed to pay our consultant $~~421~~7,~~946~~000 per month for services rendered. Additionally, on July 1, 2013, we entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and $3,000,000 shares, respectively) for business development services for a one month term. WeThe ~~expect cash~~common ~~used~~shares inwere ~~operations~~valued at fair value using the quoted trading price on the date of grant of $0.005 per common share and we recorded stock-based consulting expense of $40,000. During the three months ended July 31, 2012, we incurred business development and consulting fees of $44,704 related to ~~increase~~the preparation of an exploration report on the ARX Springs Project. Additionally, we incurred $40,000 in ~~future~~connection ~~periods~~with due diligence and capital raising activities, and accounting and legal fees of $21,359. We expect professional fees to increase as we ~~implement~~incur significant costs associated with our ~~business~~public ~~plan~~company reporting requirements, costs associated with newly applicable corporate governance requirements, and other rules implemented by the Securities and Exchange Commission.

~~Financing~~* ~~activities~~During the three months ended July 31, 2013, we incurred and paid development fees of $150,467 to BRI Microfine, a related party, for development services performed on the ARX Springs Project. We expect to continue incur such expenses in the near future.

* For the ~~nine~~three months ended ~~January~~July 31, 2013, other selling, general and ~~2012~~administrative expenses, ~~net~~which ~~cash~~included ~~flows~~bank ~~provided~~service bycharges ~~financing~~and ~~activities~~other ~~was~~office ~~$431~~related expenses,~~905~~ ~~and~~decreased by $02,274 ~~respectively.~~as ~~During~~compared to the ~~nine~~ three months ended ~~January~~July 31, ~~2013~~2012, wedue ~~received~~to ~~net~~our ~~proceeds~~stricter ~~from~~control ~~advances~~in ~~from~~operating ~~a shareholder of $431,905~~spending.

~~Contractual~~Other ~~Obligations~~Expense

WeDuring ~~have~~the ~~certain~~three ~~fixed~~months ~~contractual~~ended ~~obligations and~~July ~~commitments that include future estimated payments. Changes in our business needs~~31, ~~cancellation provisions, changing interest~~ ~~rates~~2013, ~~and~~we ~~other~~recorded ~~factors~~a ~~may~~loss ~~result in actual payments differing~~ from ~~the~~settlement ~~estimates. We cannot provide certainty regarding the timing and amounts~~ of ~~payments.~~debt ~~We have presented below a summary~~ of ~~the most significant assumptions used in our determination of amounts presented in the tables~~$362,262 inrelated ~~order~~ to ~~assist in~~ the ~~review of this information within the context of our financial position, results of operations, and cash flows.~~following:

~~The~~· ~~following~~In ~~tables~~May ~~summarize~~2013, ~~our~~we ~~contractual obligations~~issued as50,000,000 ofshares ~~January~~to 31a shareholder in connection with the settlement of $50,000 ~~2013~~in ~~and~~debt. We valued the ~~effect~~50,000,000 ~~these~~common ~~obligations~~shares ~~are~~at ~~expected~~fair tovalue ~~have~~using the quoted trading price on ~~our~~the ~~liquidity~~date of grant of $0.0085 per share or approximately $425,000. Accordingly, we reduced loan payable by $50,000 and ~~cash~~recorded ~~flows~~a inloss ~~future periods~~on the settlement of debt of approximately $375,000.

	Payments due by period
Contractual obligations	Total		Less than 1 year		1-3 Years		3-5 Years		5+ Years
Royalties payable – related parties	$	7,500,000	$	–	$	–	$	–	$	7,500,000
Loans payable		431,905		431,905		–		–		–
Total contractual obligations	$	7,931,905	$	431,905	$	–	$	–	$	7,500,000

In July 2013, we issued 3,000,000 common shares to a debt holder in connection with the settlement of AUD$25,000 (approximately $22,938) in debt. We valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, we reduced loan payable by $22,938 and recorded a gain on the settlement of debt of $12,738.

2422

~~Off-Balance~~Net ~~Sheet Arrangements~~Loss

WeAs ~~have~~a noresult ~~off-balance~~of the factors described above, ~~sheet~~our ~~arrangements~~net loss for the three months ended July 31, 2013 and 2012 was $609,434 and $108,494, or a net loss per common share of $0.00 and $0.00 (basic and diluted), respectively.

~~Item~~Liquidity ~~3. Quantitative~~ and ~~Qualitative~~Capital ~~Disclosures About Market Risk.~~Resources

~~Not~~Liquidity ~~required~~is the ability of a company to generate funds to support its current and future operations, satisfy its obligations, and otherwise operate on an ongoing basis. To date, we have funded our operations through the sale of our common stock. Our primary uses of cash have been for ~~smaller~~compensation, ~~reporting~~and ~~companies~~professional fees. All funds received have been expended in the furtherance of growing the business and establishing brand portfolios. The following trends are reasonably likely to result in a material decrease in our liquidity over the near to long term:

~~Item~~· 4.An ~~Controls~~substantial ~~and~~increase ~~Procedures.~~in working capital requirements to finance our mining operations,

~~Evaluation~~· Addition of ~~disclosure~~administrative ~~controls~~ and ~~procedures~~professional personnel as the business grows,

~~Under~~· ~~the~~The ~~supervision~~cost ~~and with the participation~~ of ~~our~~being ~~management,~~a ~~including~~public ~~our principal executive officer and principal financial officer~~company, ~~we conducted an evaluation of our disclosure controls~~ and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of January 31. 2012. Based on this evaluation, our principal executive officer and principal financial officers have concluded that our disclosure controls and procedures are not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange Commission’s rules.

~~Changes~~· inCapital ~~Internal~~expenditures ~~Controls~~on excavation, mining and other equipment

~~There~~· ~~were~~Payment noof ~~changes~~royalties ~~(including~~upon ~~corrective actions~~commencement ~~with~~of regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended January 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reportingproduction.

~~PART~~At IIJuly -31, ~~OTHER~~2013, ~~INFORMATION~~we had a cash balance of $60,360 and for the three months ended July 31, 2013, we used $155,078 in cash for operations. Since inception we have funded our operations primarily from the following sources:

Item 1.	Legal Proceedings. We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.
Item 1A.	Risk Factors. Not required to be provided by smaller reporting companies.
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds. None.
Item 3.	Defaults Upon Senior Securities. None.
Item 4.	Mine Safety Disclosures. None.
Item 5.	Other Information. None.

(1)

Through July 31, 2013, a shareholder advanced the Company $491,752 for working capital purposes. The advances are non-interest bearing, are unsecured and are payable on demand. In May 2013, $50,000 of this note was converted in 50,000,000 shares of the Company’s common stock.

25(2) In April 2013, a third party advanced the Company $22,938 for working capital purposes. The advances are non-interest bearing, are unsecured and were payable on demand. In May 2013, $22,938 of this note was converted into 3,000,000 shares of the Company’s common stock.

Item 6.	Exhibits.
Exhibit No.	Description
31.1*	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) certificate of Principal Financial Officer

We currently have no material commitments for capital expenditures, however, in order to commence operations, we must raise funds through equity or debt financing. We will need to raise additional funds, particularly if we are unable to generate positive cash flow as a result of our operations. We estimate that based on current plans and assumptions, that our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months. Other than working capital and funds received from a shareholder and related parties, we presently have no other alternative source of working capital. We will use these funds to fund our operating expenses, pay our obligations, grow our company, and to begin or exploration and mining operation on the ARX Springs Project. We may not have sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations and obligations and we will need to raise significant additional capital. We do not anticipate we will be profitable in the remaining of fiscal 2014. Therefore our future operations may be dependent on our ability to secure additional financing. Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and a downturn in the U.S. equity and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Furthermore, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. The inability to obtain additional capital may restrict our ability to grow and may reduce our ability to continue to conduct business operations. If we are unable to obtain additional financing, we will be required to further curtail our marketing and development plans and possibly cease our operations.

32.1**	Section 1350 certification of Chief Executive Officer and Chief Financial Officer
101.INS†	XBRL Instance Document
101.SCH †	XBRL Taxonomy Schema
101.CAL †	XBRL Taxonomy Calculation Linkbase
101.DEF †	XBRL Taxonomy Definition Linkbase
101.LAB †	XBRL Taxonomy Label Linkbase
101.PRE †	XBRL Taxonomy Presentation Linkbase

We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern in their audit opinion for the year ended April 30, 2013.

*Our ~~Filed~~liquidity ~~herewith~~may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

** In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are furnished and not filed.23

†Operating Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.activities

~~SIGNATURES~~For the three months ended July 31, 2013 and 2012, net cash flows used in operating activities amounted to $155,078 and $2, respectively. We expect cash used in operations to increase in future periods as we implement our business plan. Net cash flow used in operating activities for the three months ended July 31, 2013 primarily reflected net loss of $609,434 adjusted for non-cash item of stock-based compensation of $40,000 and loss on settlement of debt of $362,262 and changes in operating assets and liabilities primarily consisting of a decrease in account payable of $15,853, and an increase in accrued expenses of $67,947. Net cash flow used in operating activities for the three months ended July 31, 2012 mainly reflected net loss of $108,494 adjusted for non-cash item of contributed services of $44,704 and change in operating assets and liabilities primarily consisting of an increase in accounts payable of $63,784.

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

	ARX GOLD CORPORATION
Date: March 25, 2013	By:	/s/ Brian Smith
		Brian Smith, Chief Executive Officer (Principal Executive Officer)
Date: March 25, 2013	By:	/s/ Brian Smith
		Brian Smith, Chief Financial Officer and Principal Accounting Officer

For the three months ended July 31, 2013 and 2012, net cash flows provided by financing activities was $213,260 and $5,620, respectively. During the three months ended July 31, 2013, we received proceeds from loans from a shareholder of $748 and proceeds from sale of common stock of $212,512. During the three months ended July 31, 2012, we received proceeds from loans from a shareholder of $5,100 and proceeds from related party advances of $520.

26Contractual Obligations

We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our financial position, results of operations, and cash flows. The following tables summarize our contractual obligations as of July 31, 2013 and the effect these obligations are expected to have on our liquidity and cash flows in future periods.

	Payments due by period
Contractual obligations		Total		Less than 1 year		1-3 Years		3-5 Years		5+ Years
Royalties commitment – related parties	$	7,500,000	$	–	$	–	$	–	$	7,500,000
Loans payable		441,752		441,752		–		–		–
Total contractual obligations	$	7,941,752	$	441,752	$	–	$	–	$	7,500,000

Off-Balance Sheet Arrangements

As of the date of this report, we did not have any off-balance sheet arrangements that have, or is reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

Not required for smaller reporting companies.

Item 4.

Controls and Procedures.

Evaluation of disclosure controls and procedures

Our management, with the participation of the Company’s Principal Executive Officer has evaluated the effectiveness of the Company’s disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of July 31. 2013.

Based on such evaluation, the Company’s Principal Executive Officer have concluded that as of July 31, 2013, the Company’s disclosure controls and procedures were not effective, at the reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act and in ensuring that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including the Principal Executive Officer, as appropriate to allow timely discussions regarding required disclosure; due to the material weaknesses described below.

In light of the material weaknesses described below, we performed additional analysis and other post-closing procedures to ensure that our consolidated financial statements were prepared in accordance with generally accepted accounting principles. Accordingly, we believe that the consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations, changes in stockholders’ equity and cash flows for the periods presented.

Changes in Internal Controls

There were no changes (including corrective actions with regard to significant deficiencies or material weaknesses) in our internal controls over financial reporting that occurred during the quarter ended July 31, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

We are not a party to, and none of our property is the subject of, any pending legal proceedings. To our knowledge, no governmental authority is contemplating any such proceedings.

Item 1A.

Risk Factors.

Not required to be provided by smaller reporting companies.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

On May 5, 2013 and June 27, 2013, we sold an aggregate of 18,000,000 of its common stock to an investor for proceeds of AUD$70.000 (approximately $70,123). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On May 9, 2013, we issued 50,000,000 shares to a shareholder in connection with the settlement of $50,000 in debt. We valued the 50,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0085 per share or $425,000. Accordingly, we reduced loan payable by $50,000 and recorded a loss on the settlement of debt of $375,000. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On May 11 and May 22, 2013, we sold an aggregate of 500,000 of our common stock to two individuals (250,000 common shares each) for proceeds of AUD$4.000 (approximately $3,968). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 1, 2013, we entered to two consulting agreements for an aggregate of 8,000,000 shares (5,000,000 and 3,000,000 shares, respectively) for business development services for a one month term. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 23, 2013, we sold 10,000,000 of its common stock to an investor for proceeds of AUD$50.000 (approximately $46,110). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 26, 2013, we issued 3,000,000 common shares to a debt holder in connection with the settlement of $22.938 in debt. We valued the 3,000,000 common shares at fair value using the quoted trading price on the date of grant of $0.0034 per share or $10,200. Accordingly, we reduced loan payable by $22.938 and recorded a gain on the settlement of debt of $12,738. The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

On July 26, 2013, we sold 20,000,000 of its common stock to an investor for proceeds of AUD$100.000 (approximately $91,739). The issuance of these securities was deemed to be exempt from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(2) thereof, as a transaction by an issuer not involving a public offering.

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

None.

Item 5.

Other Information.

None.

Item 6.

Exhibits.

Exhibit No.	Description
31.1*	Rule 13a-14(a)/15d-14(a) certification of Chief Executive Officer
31.2*	Rule 13a-14(a)/15d-14(a) certificate of Principal Financial Officer
32.1**	Section 1350 certification of Chief Executive Officer and Chief Financial Officer
101.INS†	XBRL Instance Document
101.SCH †	XBRL Taxonomy Schema
101.CAL †	XBRL Taxonomy Calculation Linkbase
101.DEF †	XBRL Taxonomy Definition Linkbase
101.LAB †	XBRL Taxonomy Label Linkbase
101.PRE †	XBRL Taxonomy Presentation Linkbase

__________________

Filed herewith.

In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are furnished and not filed.

†

Furnished herewith. XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

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

	ARX GOLD CORPORATION

Date: September 10, 2013	By:	/s/ Brian Smith
		Brian Smith, Chief Executive Officer (Principal Executive Officer)


Date: September 10, 2013	By:	/s/ Brian Smith
		Brian Smith, Chief Financial Officer and Principal Accounting Officer

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