UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

X .

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

For the quarterly period ended Dec. 31, 2011

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 000-28587

PAVILION ENERGY RESOURCES, INC.

(Exact name of small business issuer as specified in its charter)

Delaware

80-004053

(State or other jurisdiction of

Incorporation or organization)

(IRS Employer

Identification No.)

138 East 12300 South, Ste. C143, Draper, UT 84020

(Address of principal executive offices)

(Issuer's telephone number) (801) 830-5464

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X . No .

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

Indicate by check mark 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.

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


Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

As of Dec. 31, 2011, there were 267,861,979 shares of common stock, par value $.0001 per share.

This report has not been reviewed by the independent auditor in accordance with the Act; however, the Company intends to submit an amended report reviewed by the independent auditor in due course.

TABLE OF CONTENTS


	PAGE
PART I – FINANCIAL INFORMATION	3

Item 1. Financial Statements (Unaudited)	3

Consolidated Balance Sheet as of Sept. 30 2011	3

Consolidated Statement of Operations Three Months Ended Sept. 30, 2011	4

Consolidated Statement of Cash Flows Three Months Ended Sept. 30, 2011	5

Notes to Financial Statements	6

Note 9 Subsequent Events	7

Item 2. Management’s Discussion and Analysis	8

Results of Operations	8

Liquidity and Capital Reserves	8

Item 3. Controls and Procedures	9

PART II – OTHER INFORMATION	9

Item 1. Legal Proceedings	9

Item 1A. Risk Factors	9

Item 2. Changes in Securities and Use of Proceeds	10

Item 3. Quantitative and Qualitative Disclosures About Market Risk.	10

Item 4. Defaults Upon Senior Securities.	10

Item 5. Other Information.	10

Item 6. Exhibits	10

Signatures	11

PART I FINANCIAL INFORMATION

Item 1. Financial Statements


Balance Sheet	Dec. 31, 2011		June-2011
	(unaudited)		(unaudited)
Current Assets
Cash	$	-	$	-
Accounts/ Notes Receivable
Deposits
Total Current Assets		-		-

Property & Equipment		-		-
Accumulated Depreciation		-		-
Net Property & Equipment		-		-

Other Assets
Goodwill/Project lease proposals		-		-

Total Assets	$	-	$	-

Liabilities and Stockholder's Deficit
Notes payable and accrued interest- related parties	$	181,795	$	438,085
Accrued Expenses		20,000		20,000

Common stock, $.01 par value;
500,000,000 shares authorized,
193,148,091 shares issued and outstanding		19,315		19,315
Additional paid-in capital		19,007,561		19,007,561
Accumulated deficit		(19,497,461)		(19,484,961)
Total Stockholder's equity (deficit)		(268,790)		(458,085)

Total Liabilities and Stockholder's Deficit	$	-	$	-

See accompanying notes to financial statements.


Statement of Operations
	Dec. 31, 2011		Dec. 31, 2010		June 30, 2011
	(unaudited)		(unaudited)		(unaudited)
Revenues	$	0	$	0	$	0

Cost of goods sold		0		0		0
Gross Profit (Loss)		0		0		0

Operating Expenses:
Gen. Admin/Professional & Consulting Fees		3,000		63,000		20,000

Depreciation & amortization		0		0		0
Interest expense		2,000		2,000		62,085
Total Operating Expenses:		5,000		65,000		82,085

Operating Profit (Loss)		(5,000)		(65,000)		(82,085)

Net Profit (loss)	$	(5,000)	$	(68,000)	$	(82,085)

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


Cash Flow From Operations
	Dec. 31, 2011		Dec. 31, 2010		June 30, 2011
	(unaudited)		(unaudited)		(unaudited)
Net Loss	$	(5,000)	$	(65,000)	$	(82,085)

General Administrative/Professional & Consulting Fees		3,000		63,000		20,000
Depreciation & amortization		0		0		0
Interest expense		2,000		2,000		62,085

Cash beginning of period		0		2,000		0
Cash end of period	$	0	$	2,000	$	0

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

PAVILION ENERGY RESOURCES INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEC. 31, 2011

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim financial statements of PAVILION ENERGY RESOURCES INC. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes contained in PVRE’s separate 10-K to be filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements, which would substantially duplicate the disclosure contained in the 2004 audited financial statements, as reported in the 10-K, have been omitted.

New Accounting Pronouncements

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-based Compensation-Transition and Disclosure" (SFAS 148). The statement provides alternative methods of transition for a change to a fair value based method of accounting for stock-based employee compensation and amends the disclosure requirements of SFAS 123. Management has concluded that the adoption of SFAS 148 would not have had a material impact on the Company's fiscal 2011 financial position or results of operations. The Company measures compensation expense for its non-employee stock-based compensation under the Financial Accounting Standards Board (FASB) Emerging Issues Task Force (EITF) Issue No. 96-18,

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity". SFAS 150 provides guidance with respect to the classification and measurement of certain financial instruments with characteristics of both liabilities and equity. This statement requires that an issuer classify a financial instrument that is within its scope as a liability rather than, under previous guidance, as equity. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003. The adoption of SFAS No. 150 did not have a material effect on the Company's consolidated financial statements.

NOTE 2 – FINANCING ARRANGEMENTS

On July 5, 2010, the Company issued three separate convertible notes payable (the “New Notes”) totaling $376,000 to non-affiliated entities for working capital purposes. The New Notes required an interest rate of ten percent (10%) per annum, payable in cash in arrears on a quarterly basis, matured on July 5, 2011 and contained a conversion feature providing the Company solely with the option to convert the New Notes into common shares of the Company based on 80% of the Company’s average stock price for the five days prior to the conversion with a floor price of $0.01. The New Notes are presently in default.

During the year ended June 30, 2011, the Company issued a total of 50,000,000 shares of common stock to settle previously-issued convertible notes payable (the “Old Notes”) for which Holders of the notes exercised conversion upon maturity.

The Company accounts for convertible notes payable with a non-detachable conversion feature, at the commitment date, in accordance with EITF Issue No. 98-5, “Accounting for Securities with a Beneficial Conversion Feature or Contingently Adjustable Conversion Ratio” and EITF Issue No. 00-27, “Application of Issue No. 98-5 to Certain Convertible Instruments”.

Fair Values of Financial Instruments

The carrying amounts of cash, convertible notes payable and accrued expenses reported in the consolidated balance sheet are estimated by management to approximate fair value.

Reclassifications

Certain reclassifications of prior year amounts were made to conform to the current year presentation.

PAVILION ENERGY RESOURCES INC,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DEC. 31, 2011

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles which assume that the Company will continue on a going concern basis, including, the realization of assets and liquidation of liabilities in the ordinary course of business. There are significant uncertainties with regard to the Company's ability to generate sufficient cash flows from operations or other sources to meet and fund its commitments with regard to existing liabilities and recurring expenses.

In fiscal 2009 management decided to temporarily set aside the pursuit of its fossil fuel energy projects in favor of accelerated wind power projects. The Company intends to finance future operations from the proceeds of additional funding through private and public securities offerings. These factors raise substantial doubt about the Company's ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of these uncertainties.

NOTE 4 - NOTES RECEIVABLE

The Company does not have any current accounts receivable.

NOTE 5 - PROPERTY AND EQUIPMENT

The Company owns no real estate or other Property.

NOTE 6 - INCOME TAXES

As of Dec. 31, 2011, the Company estimates that it has net operating loss carry forwards of approximately $14,000,000 which expire in various years through 2024; however, the utilization of the benefits of such carry forwards may be limited, since the company is uncertain as to when it may achieve profitability.

NOTE 7 - CONVERTIBLE PREFERRED STOCK

There are no convertible shares issued.

NOTE 8 - STOCK OPTIONS

There were no options or warrants issued in the three months ended Dec. 31 2011.

NOTE 9—SUBSEQUENT EVENTS

On October 18, 2011, Helen Hayes ( the “Seller”) who is the record or beneficial owner of a total of one hundred forty one million and six hundred forty five thousand four hundred fifteen (141,645,415) shares of common stock (the “Common Shares”) of Pavilion Energy Resources, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Taanen, L.P. (the “Purchaser”) for the sale and purchase of the Common Shares.

As a result of the execution of the Stock Purchase Agreement, the Seller sold, 52.88% of the issued and outstanding shares of common stock of the Company to the Purchaser in exchange for $50,000.

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

OVERVIEW

Pavilion Energy Resources, Inc. (PVRE), the Company is a developer of proprietary internet websites and software. The Company seeks to continue growth through research and development or acquisition of additional products or sites. The Company intends to develop/acquire an innovative website created to facilitate trading/bartering amongst its registered users. People/Businesses would post their products and/or services they have to offer, they input what they are interested in trading for, and the Company’s custom system would generate trade matches to connect users based on what they have and what they want. Users will be able to easily accept or deny trade matches, communicate on a message board, send trade offers,and release contact information when they feel ready to trade. Once the trade is completed, user feedback would be left to inform future traders of integrity, trust, and abilities.

On August 17, 2011, Placer Gold Corporation, Ketzal Sterling, Shae Sterling, Peter Sterling, Zero Carbon Wind Energy Corp, Nina Lskavyaan, Oxford Capital Fund, and Strategic Nine Corp Trust (collectively referred to as the “Sellers”) that are the record or beneficial owners of a total of one hundred forty one million and six hundred forty five thousand four hundred fifteen (141,645,415) shares of common stock (the “Common Shares”) of Pavilion Energy Resources, Inc., a Delaware corporation (the “Company”), entered into a stock purchase agreement (the “Stock Purchase Agreement”) with Helen Hayes (the “Purchaser”) for the sale and purchase of the Common Shares.

As a result of the execution of the Stock Purchase Agreement, the Seller sold, 52.88% of the issued and outstanding shares of common stock of the Company to the Purchaser in exchange for $50,000.

The Company continues to suffer a working capital deficit, which is being covered by shareholder loans.

We believe that operating losses and negative operating cash flows are likely to continue for at least the next three years.

The Company is not actively pursuing oil gas projects at this time primarily due to the increasing negative government attitude towards fossil fuels making funding such projects difficult.

RESULTS OF OPERATIONS

FOR THE THREE MONTH PERIOD ENDED DEC. 31, 2011

The Company incurred a net loss of $5,000 for the three month period ended Dec. 31, 2011 as compared to a net loss of $65,000 for the three month period ended Dec. 31, 2010.

LIQUIDITY AND CAPITAL RESOURCES

Our principal sources of operating capital have been shareholder loan agreements. At Dec. 31, 2011, we had negative working capital of approximately $181,795. Our current liabilities include approximately $181,795 in convertible notes.

We employed one full-time independent contractors.

Item 3. Controls and Procedures

As the end of the period covered by this report, the Company conducted an evaluation, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended (the “Exchange Act”)). Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclose controls and procedures as of the end of the fiscal quarter covered by this Quarterly Report on Form 10-Q are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Management of the Company has also evaluated, with the participation of the Chief Executive Officer and Chief Financial Officer of the Company, any change in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter covered by this Quarterly Report on Form 10-Q. There was no change in the Company’s internal control over financial reporting during the Company’s most recently completed fiscal quarter that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. However, due to the limited number of Company employees engaged in the authorization, recording, processing and reporting of transactions, there is inherently a lack of segregation of duties. The Company periodically assesses the cost verses benefit of adding the resources that would remedy or mitigate this situation and currently, does not consider the benefits to outweigh the costs of adding additional staff in light of the limited number of transactions related to the Company’s operations.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

There were no legal proceedings pending during the period.

Item 1A. Risk Factors.

The key risk facing the company is funding shortfalls. PVRE has a History of Losses, Which May Continue and May Negatively Impact our Ability to achieve our Business Objectives. We cannot assure investors that we can achieve or sustain profitability on a quarterly or annual basis in the future. Our operations are subject to the risks and competition inherent in the ongoing operations of an emerging renewable energy business enterprise. There can be no assurance that future operations will be profitable.

Revenues and profits, if any, will depend upon various factors, including whether we will be able to create revenue. PVRE may not achieve our business objectives and the failure to achieve such goals would have an adverse impact on PVRE.

If We Are Unable to Obtain Additional Funding Our Business Operations Will be Harmed and If We Do Obtain Additional Financing Our Then Existing Shareholders May Suffer Substantial Dilution.

Many Of Our Competitors Are Larger and Have Greater Financial and Other Resources Than We Do and Those Advantages Could Make It Difficult For Us to Compete With Them. The energy industry is extremely competitive and includes several companies that have achieved substantially greater market shares than we have, and have longer operating histories, have larger customer bases, and have substantially greater financial, development and marketing resources than we do. If overall demand for our products should decrease it could have a materially adverse affect on our operating results.

Risks Relating to Our Common Stock:

Our Common Stock is Subject to the "Penny Stock" Rules of the SEC and the Trading Market in Our Securities is Limited, Which Makes Transactions in Our Stock Cumbersome and May Reduce the Value of an Investment in Our Stock.

The Securities and Exchange Commission has adopted Rule 15g-9 which establishes the definition of a "penny stock," for the purposes relevant to us, as any equity security that has a market price of less than $5.00 per share or with an exercise price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require: that a broker or dealer approve a person's account for transactions in penny stocks; and the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

In order to approve a person's account for transactions in penny stocks, the broker or dealer must: obtain financial information and investment experience objectives of the person; and make a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks. The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the Commission relating to the penny stock market, which, in highlight form of our stock declines. All of the shares, including all of the shares assumable upon conversion of the notes and presets forth the basis on which the broker or dealer made the suitability determination; and that the broker or dealer received a signed, written agreement from the investor prior to the transaction. Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and cause a decline in the market value of our stock.

Item 2. Changes in Securities and Use of Proceeds.

In the three month period ended Dec. 31, 2011 , the company did not issue any stock.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

This 10Q report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, statements regarding our current business plans, strategies and objectives that involve risks and uncertainties that could cause actual results to differ materially from anticipated results. The forward-looking statements are based on our current expectations and what we believe are reasonable assumptions. However, our actual performance, results and achievements could differ materially from those expressed in, or implied by, these forward-looking statements. Factors, within and beyond our control, that could cause or contribute to such differences include, among others, the following: risks associated with energy resource exploration, competition, management of growth, new products, services and technologies, potential fluctuations in operating results, international expansion, commercial agreements, acquisitions and strategic transactions, government regulation and taxation.

Item 4. Defaults Upon Senior Securities.

There has been no material default in the payment of principal, interest, a sinking or purchase fund installment, or any other material default not cured within 30 days, with respect to any indebtedness of the Company or any of its significant subsidiaries exceeding 5 percent of the total assets of the registrant and its consolidated subsidiaries.

Item 5. Other Information.

None.

Item 6. Exhibits


Exhibit Number		Title of Exhibit

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934

32.1		Certification Pursuant to 18 U.S.C. Section 1350, as pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURE

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


	PAVILION ENERGY RESOURCES INC. (Registrant)

	By:	/s/ Tamio Stehrenberger
		Tamio Stehrenberger
		Chief Executive Officer



	By:	/s/ Tamio Stehrenberger
		Tamio Stehrenberger
		Chief Financial Officer

Dated: February 7, 2012

Pavilion Energy Resources, Inc. 10-Q