UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~June~~ September 30th, 2013

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

For the transition period from: ________________ to _______________

Commission File No. 033-17774-NY

ALL GRADE MINING, INC.

(Exact name of registrant as specified in its charter)

Colorado	*
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

370 W. Pleasantview Ave., Suite 163, Hackensack, NJ 0760

(Address of principal executive office)

Registrant's telephone number~~, including area code~~: (201) 788-3785

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.þ YES ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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). o Yes þ NO

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

Large accelerated filer o	Accelerated filer o
Non-accelerated filer o	Smaller reporting company þ

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

Indicate the number of the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

As of Date	Outstanding	Split Adjusted
30 June 2013	153,824,857
30 September 2013	3,081,452,913	6,162,906
29 July 2013	239,990,626
6 November 2013	7,734,011	7,734,011

PLEASE TAKE NOTE – ALL GRADE MINING, INC. UNDERWENT A REVERSE SPLIT OF 500:1 WHICH WENT EFFECTIVE ON FRIDAY, 1 NOVEMBER 2013.

ALL GRADE MINING, INC. AND SUBSIDIARY

(A Development Stage Company Commencing January 3, 2006)

CONTENTS

		~~Page~~	Page
PART I-	FINANCIAL INFORMATION	3	3
ITEM 1-	FINANCIAL STATEMENTS	4	4
	Condensed Consolidated Balance sheets as of June 30, 2013 and December 31, 2012 (unaudited)	4
	Condensed Consolidated Balance sheets as of September 30, 2013 and December 31, 2012 (unaudited)		4
	Condensed Consolidated Statement of Operations for the six and three months ended June 30, 2013, and June 30, 2012 and for the period January 3, 2006 (date of commencement as a development stage company) through June 30, 2013 (unaudited)	5
	Condensed Consolidated Statement of Operations for the nine and nine months ended September 30, 2013, and September 30, 2012 and for the period January 3, 2006 (date of commencement as a development stage company) through September 30, 2013 (unaudited)		5
	Condensed Consolidated Statement of Cash Flows for the six months ended June 30, 2013, and December 31, 2012 and for the period January 3, 2006 (date of commencement as a development stage company) through June 30, 2013 (unaudited)	6
	Condensed Consolidated Statement of Cash Flows for the nine months ended September 30, 2013, and December 31, 2012 and for the period January 3, 2006 (date of commencement as a development stage company) through September 30, 2013 (unaudited)		6
	Notes to condensed consolidated financial statements (unaudited)	7	7
ITEM 2-	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17	18
ITEM 3-	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	23	25
ITEM 4-	CONTROLS AND PROCEDURES	23	25
PART II-	OTHER INFORMATION	25	27
ITEM 1-	LEGAL PROCEEDINGS	25	27
ITEM 1A-	RISK FACTORS	25	27
ITEM 2-	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	25	28
ITEM 3-	DEFAULT UPON SENIOR SECURITIES	26	28
ITEM 4-	MINE SAFETY DISCLOSURES	26	29
ITEM 5-	OTHER INFORMATION	26	29
ITEM 6-	EXHIBITS	26	29
SIGNATURES		27	30

PART I – FINANCIAL INFORMATION

This Quarterly Report includes forward-looking statements within the meaning of the Securities Exchange Act of 1934 (the “Exchange Act”). These statements are based on management’s beliefs and assumptions, and on information currently available to management. Forward-looking statements include the information concerning our possible or assumed future results of operations set forth under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements also include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “consider,” or similar expressions are used.

Forward-looking statements are not guarantees of future performance. They involve risks, uncertainties, and assumptions. Our future results and shareholder values may differ materially from those expressed in these forward-looking statements. Readers are cautioned not to put undue reliance on any forward-looking statements.

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
	June 30,			December 31,
	2013			2012
ASSETS
Current Asset
Cash	$	486		$	359
PROPERTY AND EQUIPMENT - Net		306			306
OTHER ASSETS
Depository payment towards acquisition of iron ore mine		350,000			350,000
Prepaid Expenses		-			470,000
		350,000			820,000
Total Assets	$	350,792		$	820,665
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current Liabilites
Accounts Payable	$	936,310		$	762,111
Taxes payable		8,716			8,716
Accrued interest payable		124,927			82,685
Due to stockholders		6,000			6,000
Loans payable		291,000			311,000
Convertible debentures, net of debt discount of $57,000 and $0 as of June 30, 2013 and December 31, 2012		81,000			38,000
Derivative liability		1,922,822			209,100
Total Current Liabilites		3,370,775			1,417,612
Convertible debentures, net of debt discount of $451,700 and $467,200 as of June 30, 2013 and December 31, 2012, net of current portion		423,300			362,800
Total liabilities		3,794,075			1,780,412
Stockholders' Deficit (Note 8)
Convertible Preferred Stock Class A, no par value, 100,000 shares authorized at June 30, 2013 and December 31, 2012. Issued and outstanding 20,000 shares at June 30, 2013 and December 31, 2012.		46,000			46,000
Convertible Preferred Stock Class B, no par value, 400,000 shares authorized at June 30, 2013 and December 31, 2012. None issued and outstanding at June 30, 2013 and December 31, 2012.
Preferred Stock Class C, no par value, 50,000 shares authorized at June 30, 2013 and December 31, 2012. Issued and outstanding 20,000 shares at June 30, 2013 and December 31, 2012.		9,000			9,000
Common stock, par value $.001 per share; authorized 500,000,000 shares, issued and outstanding 161,824,857 and 128,824,857 shares at June 30, 2013 and December 31, 2012		161,825			128,825
Additional Paid in Capital		11,431,554			11,242,054
Deficit Accumulated During the Development Stage		(15,091,662	)		(12,385,626	)
Total Stockholders' Deficit		(3,443,283	)		(959,747	)
Total Liabilities and Stockholders' Deficit	$	350,792		$	820,665

ITEM 1 Financial Statements

~~The~~Balance ~~accompanying notes are an integral part of these condensed consolidated financial statements.~~Sheet

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30,			December 31,
	2013			2012
ASSETS
Current Asset
Cash	$	676		$	359

PROPERTY AND EQUIPMENT - Net		306			306

OTHER ASSETS
Depository payment towards acquisition of iron ore mine		350,000			350,000
Deposit on acquistion		159,000			-
Prepaid Expenses		-			470,000
		509,000			820,000

Total Assets	$	509,982		$	820,665

LIABILITIES AND STOCKHOLDERS' (DEFICIT)

Current Liabilites
Accounts Payable	$	880,944		$	762,111
Taxes payable		8,716			8,716
Accrued interest payable		122,177			82,685
Due to stockholders		-			6,000
Loans payable		329,660			311,000
Convertible debentures, net of debt discount of $8,700 and $0 as of September 30, 2013 and December 31, 2012		129,300			38,000
Derivative liability		525,233			209,100
Total Current Liabilites		1,996,030			1,417,612

Convertible debentures, net of debt discount of $483,500 and $291,300 as of September 30, 2013 and December 31, 2012, net of current portion		510,810			362,800

Total liabilities		2,506,840			1,780,412

Stockholders' Deficit (Note 8)
Convertible Preferred Stock Class A, no par value, 100,000 shares authorized at September 30, 2013 and December 31, 2012. Issued and outstanding 20,000 shares at September 30, 2013 and December 31, 2012.		46,000			46,000
Convertible Preferred Stock Class B, no par value, 400,000 shares authorized at September 30, 2013 and December 31, 2012. None issued and outstanding at September 30, 2013 and December 31, 2012.
Preferred Stock Class C, no par value, 50,000 shares authorized at September 30, 2013 and December 31, 2012. Issued and outstanding 20,000 shares at September 30, 2013 and December 31, 2012.		9,000			9,000
Common stock, par value $.001 per share; authorized 5,000,000,000 shares, issued and outstanding 3,081,452,913 and 128,824,857 shares at September 30, 2013 and December 31, 2012		3,081,453			128,825
Additional Paid in Capital		9,162,711			11,242,054
Deficit Accumulated During the Development Stage		(14,296,022	)		(12,385,626	)
Total Stockholders' Deficit		(1,996,858	)		(959,747	)
Total Liabilities and Stockholders' Deficit	$	509,982		$	820,665

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)
	Six Months Ended						Three Months Ended						January 3, 2006 (date of commencement as a development stage company) though June 30, 2013
	June 30,			June 30,			June 30,			June 30,
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales	$	-		$	-		$	-		$	-		$	7,500
Cost of Sales		-			-			-			-			3,135
Gross Profit (Loss)		-			-			-			-			4,365
Operating Expenses
Officers’ compensation		8,669			25,000			3,752			-			162,669
Mine related expenses		32,600			382,500			32,600			377,500			360,100
Consulting fees		652,500			877,942			225,000			817,942			2,971,921
General and administrative		294,285			58,609			233,259			43,313			877,687
Total Operating Expenses		988,054			1,344,051			494,611			1,238,755			4,372,377
Operating loss		(988,054	)		(1,344,051	)		(494,611	)		(1,238,755	)		(4,368,012	)
Interest income		11			-			2			-			14
Other income					-						-			17,509
Change in fair value of derivative liability		(1,379,184	)		1,473,200			(1,464,759	)		446,100			(344,551	)
Interest expense		(338,809	)		(209,009	)		(194,760	)		(184,636	)		(1,256,209	)
Loss on debt conversion		-			(4,730,000	)		-			(4,730,000	)		(5,089,313	)
Loss on negotiated debt settlement		-			-			-			-			(26,100	)
Loss on deposit to acquire property		-			-			-			-			(4,025,000	)
Total other income and (expenses)		(1,717,982	)		(3,465,809	)		(1,659,517	)		(4,468,536	)		(10,723,650	)
Net loss	$	(2,706,036	)	$	(4,809,860	)	$	(2,154,128	)		(5,707,291	)	$	(15,091,662	)
Loss Per Common Share:
Basic and Diluted	$	(0.02	)	$	(0.06	)		(0.02	)		(0.06	)
Weighted average number of common shares outstanding:
Basic and Diluted		130,874,581			87,274,528			132,901,780			89,490,297

Statement of Operations

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

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(Unaudited)

	Nine Months Ended						Three Months Ended						January 3, 2006 (date of commencement as a development stage company) though September 30, 2013
	September 30,			September 30,			September 30,			September 30,
	2013			2012			2013			2012
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)
Net Sales	$	-		$	-		$	-		$	-		$	7,500
Cost of Sales		-			-			-			-			3,135
Gross Profit (Loss)		-			-			-			-			4,365

Operating Expenses
Officers’ compensation		11,598			34,000			2,930			9,000			165,599
Mine related expenses		37,600			437,500			5,000			55,000			365,100
Consulting fees		840,250			1,731,421			187,750			853,478			3,159,671
General and administrative		638,572			103,777			344,286			45,168			1,221,973

Total Operating Expenses		1,528,020			2,306,698			539,966			962,646			4,912,343

Operating loss		(1,528,020	)		(2,306,698	)		(539,966	)		(962,646	)		(4,907,978	)

Interest income		11			-			-			-			14
Other income		0			-						-			17,509
Change in fair value of derivative liability		10,372			1,694,315			1,389,556			221,115			1,045,005
Interest expense		(392,759	)		(266,121	)		(53,950	)		(57,112	)		(1,310,159	)
Loss on debt conversion		-			(4,730,000	)		-			-			(5,089,313	)
Loss on negotiated debt settlement		-			-			-			-			(26,100	)
Loss on deposit to acquire property		-			-			-			-			(4,025,000	)

Total other income and (expenses)		(382,376	)		(3,301,806	)		1,335,606			164,003			(9,388,044	)

Net loss	$	(1,910,396	)	$	(5,608,504	)	$	795,640			(798,643	)	$	(14,296,022	)

Loss Per Common Share:
Basic and Diluted	$	(0.01	)	$	(0.06	)		0.00			(0.01	)

Weighted average number of common shares outstanding:
Basic and Diluted		368,588,111			96,059,330			836,263,644			109,764,960

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
							January 3, 2006 (date of commencement as a development stage company) though June 30, 2013
	Six Months Ended
	June 30,			June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(2,706,036	)	$	(4,809,860	)	$	(15,091,662	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation expense		-			44			9,260
Impairment of equipment		-			-			3,907
Issuance of stock for services		-			282,500			1,948,500
Amortization of debt discount		103,500			43,400			228,400
Change in fair value of derivative liability		1,379,184			(1,473,200	)		344,551
Non-cash Interest Expense		189,538			-			884,071
Issuance of stock for mine costs		-			377,500			-
Loss on debt conversion		189,500			4,730,000			5,278,813
Loss on deposit to acquire property		-			-			4,025,000
Changes in Assets and Liabilities
(Increase) Decrease in prepaid expenses		470,000			(27,800	)		-
Increase in Accounts Payable		207,199			398,084			1,028,285
Increase in Accrued interest payable		42,242			25,425			147,827
Increase in Payroll taxes payable		-			-			8,716
NET CASH USED IN OPERATING ACTIVITES		(124,873	)		(453,907	)		(1,184,332	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property and equipment		-			-			(13,473	)
Depository payment towards acquisition of iron ore mine		-			(100,000	)		(350,000	)
NET CASH USED IN INVESTING ACTIVITIES		-			(100,000	)		(363,473	)
CASH FLOWS FROM FINANCING ACTIVITIES
Cash Proceeds (repayment) from advances		-			(802	)		6,000
Cash Proceeds (repayment) from loans		(20,000	)		21,000			303,900
Cash Proceeds, net of repayments, from issuance of convertible debentures		145,000			532,683			1,148,000
Issuance of common stock for cash		-			-			90,391
NET CASH PROVIDED BY FINANCING ACTIVITIES		125,000			552,881			1,548,291
(DECREASE) INCREASE IN CASH		127			(1,026	)		486
CASH - BEGINNING OF PERIOD		359			1,040			-
CASH - END OF PERIOD	$	486		$	14		$	486
Supplemental Disclosure:
Cash Paid for Interest	$	-		$	-		$	-
Cash Paid for Income Taxes	$	-		$	-		$	-
Non-cash investing and financing activities:
Debt discount related to convertible debentures	$	145,000		$	382,100		$	831,600
Issuance of common stock for the settlement of debt	$	33,000		$	226,383		$	288,757

Statement of Cash Flows

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

ALL GRADE MINING, INC.
(A Development Stage Company Commencing January 3, 2006)
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
	Nine Months Ended						January 3, 2006 (date of commencement as a development stage company) though September 30, 2013
	September 30,			September 30,
	2013			2012


CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$	(1,910,396	)	$	(5,608,504	)	$	(14,296,022	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities:
Depreciation expense		-			44			9,260
Impairment of equipment		-			-			3,907
Issuance of stock for services		74,250			992,300			2,022,750
Amortization of debt discount		142,053			54,400			266,953
Change in fair value of derivative liability		(10,372	)		(1,694,315	)		(1,045,005	)
Non-cash Interest Expense (Income)		189,538			159,298			884,071
Issuance of stock for mine costs		-			377,500			-
Loss on debt conversion		465,843			4,730,000			5,555,156
Loss on deposit to acquire property		-			-			4,025,000

Changes in Assets and Liabilities
(Increase) Decrease in prepaid expenses		470,000			(300	)		-
Increase in Accounts Payable		243,991			458,931			1,065,077
Increase in Accrued interest payable		57,660			45,322			163,245
Increase in Payroll taxes payable		-			-			8,716
NET CASH USED IN OPERATING ACTIVITES		(277,433	)		(485,324	)		(1,336,892	)

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of property and equipment		-			-			(13,473	)
Depository payment towards acquisition of iron ore mine		-			(100,000	)		(350,000	)
Depository payment towards acquisition		(159,000	)					(159,000	)
NET CASH USED IN INVESTING ACTIVITIES		(159,000	)		(100,000	)		(522,473	)

CASH FLOWS FROM FINANCING ACTIVITIES
Cash Proceeds (repayment) from advances		-			(1,302	)		6,000
Cash Proceeds from loans		55,000			86,000			378,900
Cash Proceeds, net of repayments, from issuance of convertible debentures		381,750			499,600			1,384,750
Issuance of common stock for cash		-			-			90,391
NET CASH PROVIDED BY FINANCING ACTIVITIES		436,750			584,298			1,860,041

(DECREASE) INCREASE IN CASH		317			(1,026	)		676

CASH - BEGINNING OF PERIOD		359			1,040			-
CASH - END OF PERIOD	$	676		$	14		$	676

Supplemental Disclosure:

Cash Paid for Interest	$	-		$	-		$	-
Cash Paid for Income Taxes	$	-		$	-		$	-

Non-cash investing and financing activities:
Debt discount related to convertible debentures	$	381,750		$	443,600		$	1,068,350
Issuance of common stock for the settlement of debt	$	2,751,565		$	226,383		$	3,007,322

ALL GRADE MINING, INC. AND SUBSIDIARY

(A Development Stage Company Commencing January 3, 2006)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1) NATURE OF BUSINESS AND BASIS OF PRESENTATION

All Grade Mining, Inc. and Subsidiary (a development stage company) (“the Company”) is a corporation organized under the laws of the State of Colorado. The Company is currently engaged in the acquisition and exploration of mining properties and maintains its corporate offices in Hackensack, New Jersey.

The Company has generated nominal revenues to date; accordingly, the Company is considered a development stage enterprise as defined in the Accounting Standards Codification 915 “Development Stage Entities.” The Company is subject to a number of risks similar to those of other companies in an early stage of development.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information. Accordingly, these interim financial statements do not include all of the information and footnotes required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to make the financial statements not misleading have been included. The accompanying condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2012 included in the Company’s Annual Report on Form 10-K as filed with the SEC on July 8, 2013.

The results for the ~~six~~nine month periods ended ~~June~~September 30, 2013, are not necessarily indicative of the results to be expected for any subsequent quarter or the entire fiscal year. The balance sheet at December 31, 2012 has been derived from the audited financial statements at that date.

2) GOING CONCERN

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred operating losses and negative operating cash flow since inception and future losses are anticipated. In addition the company is not in compliance with its acquisition agreement regarding its purchase of the mine. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s plan of operations, even if successful, may not result in cash flow sufficient to finance and expand its business.

Realization of assets is dependent upon continued operations of the Company, which in turn is dependent upon management’s plans to meet its financing requirements and the success of its future operations. The ability of the Company to continue as a going concern is dependent on improving the Company’s profitability and cash flow and securing additional financing.

Management is presently seeking to raise permanent equity capital in the capital markets to eliminate negative working capital and raise the necessary funds to satisfy its commitment for the mining rights. Failure to raise equity capital or secure some other form of long-term debt arrangement will cause the Company to further increase its negative working capital deficit and loss of the ability to acquire the iron ore mine.

The Company believes in the viability of its strategy to generate revenues and profitability and in its ability to raise additional funds, and believes that the actions presently being taken by the Company provide the opportunity for it to continue as a going concern. However, the Company can give no assurance that such financing will be available on terms advantageous to it, or at all. Should the Company not be successful in obtaining the necessary financing to fund its operations, the Company would need to curtail certain or all of its operational activities. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

3) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. The most significant estimates, among other things, are used in accounting for allowances are for deferred income taxes, expected realizable values for long-lived assets (primarily property and equipment), derivative liability and contingencies, as well as the recording and presentation of its common stock issuances. Estimates and assumptions are periodically reviewed and the effects of any material revisions are reflected in the condensed consolidated financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.

Principle of Consolidation

The condensed consolidated financial statements of All Grade Mining, Inc. and Subsidiary include accounts of the Company and its wholly-owned foreign subsidiary, All Grade Mining Chile, SA. Intercompany transactions and balances are eliminated in consolidation. All Grade Mining Chile, S.A. was formed in November 2011, has yet to commence operations, and has minimal assets.

Derivative Financial Instruments

In connection with the issuance of certain convertible debentures, the terms of the convertible debentures included an embedded conversion feature which provided for a conversion of the convertible debentures into shares of common stock at a rate which was determined to be variable. The Company determined that the conversion feature was an embedded derivative instrument pursuant to ASC 815 “Derivatives and Hedging”.

The accounting treatment of derivative financial instruments requires that the Company record the conversion options at their fair values as of the inception date of the convertible debenture agreements and at fair value as of each subsequent balance sheet date. As a result of entering into the convertible promissory note, the Company was required to classify all other conversion options as derivative liabilities and record them at their fair values at each balance sheet date. Any change in fair value was recorded as a change in fair value of derivative liability for each reporting period at each balance sheet date. The Company reassesses the classification at each balance sheet date. If the classification changes as a result of events during the period, the contract is reclassified as of the date of the event that caused the reclassification.

The fair value of conversion options at a fixed number of shares are recorded using the intrinsic value method and conversion options at variable rates are deemed to be a “down-round protection” and therefore, do not meet the scope exception for treatment as a derivative under ASC 815. Since, “down-round protection” is not an input into the calculation of the fair value of the conversion option and cannot be considered “indexed to the Company’s own stock” which is a requirement for the scope exception as outlined under ASC 815.

Reclassification

Certain accounts in the prior year’s financial statements have been reclassified for comparative purposes to conform to the presentation in the current year’s financial statements. These reclassifications have no effect on previously reported earnings.

Recent Accounting Pronouncements

The FASB, the Emerging Issues Task Force and the SEC have issued certain accounting standards updates and regulations as of September 30, 2012 that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during the periods reported upon, and it does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

Recent Accounting Pronouncements

The FASB, the Emerging Issues Task Force and the SEC have issued certain accounting standards updates and regulations as of September 30, 2013 that will become effective in subsequent periods; however, management of the Company does not believe that any of those updates would have significantly affected the Company’s financial accounting measures or disclosures had they been in effect during the periods reported upon, and it does not believe that any of those pronouncements will have a significant impact on the Company’s consolidated financial statements at the time they become effective.

4) FAIR VALUE

ASC 820 “Fair Value Measurements and Disclosures” defines fair value, establishes a framework for measuring fair value and requires enhanced disclosures about fair value measurements. As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance clarifies that the exchange price is the price in an orderly transaction between market participants to sell an asset or transfer a liability at the measurement date and emphasizes that fair value is a market-based measurement and not an entity-specific measurement.

ASC 820 establishes the following hierarchy used in fair value measurements and expands the required disclosures of assets and liabilities measured at fair value:

Level 1	Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2	Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
Level 3	Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

Level 1 Inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Level 2 Inputs use other inputs that are observable, either directly or indirectly. These inputs include quoted prices for similar assets and liabilities in active markets as well as other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 Inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset or liability.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair measurements requires judgment and considers factors specific to each asset or liability.

Liabilities measured at fair value on a recurring basis at ~~June~~September 30, 2013 and December 31, 2012 are as follows:

	Quoted Prices in Active Markets for Identical Liabilities		Significant Other Observable Inputs		Significant Observable Inputs		Balance at September 30,
	(Level 1)		(Level 2)		(Level 3)		~~June 30, 2013~~	2013
Embedded conversion feature – June 30, 2013	$	-	$	-	$	1,922,822	$	1,922,822
Embedded conversion feature – September 30, 2013	$	--	$	-	$	525,233	$	525,233

	Quoted Prices in Active Markets for Identical Liabilities		Significant Other Observable Inputs		Significant Observable Inputs		Balance at September 30,
	(Level 1)		(Level 2)		(Level 3)		~~June 30, 2013~~	2012
Embedded conversion feature – December 31, 2012	$	-	$	-	$	209,100	$	209,100
Embedded conversion feature – September 30, 2012	$	--	$	-	$	209,100	$	209,100

Financial assets are considered Level 3 when their fair values are determined using pricing models, discounted cash flow methodologies or similar techniques and at least one significant model assumption or input is unobservable. The Company’s Level 3 liabilities consist of derivative liabilities associated with the convertible debt that contains an indeterminable conversion share price and the tainted conversion to other outstanding convertible debt as the Company cannot determine if it will have sufficient authorized common stock to settle such arrangements.

The following table provides a summary of the changes in fair value, including net transfers in and/or out, of all financial assets measured at fair value on a recurring basis using significant unobservable inputs during the nine month period ended September 30, 2013.

	Embedded Conversion Feature

Balance - December 31, 2012	$	209,100

Included in other income/expense		-
Change in fair value of derivative liability		(10,372	)
Conversion		(19,032	)
Included in liabilities		345,537
Included in stockholders' equity		-
Transfers in and/or out of Level 3		-

Balance - September 30, 2013	$	525,233

	Embedded Conversion Feature
Balance - December 31, 2012	$	209,100
Included in other income/expense		-
Change in fair value of derivative liability		1,379,184
Conversion		-
Included in liabilities		334,538
Included in stockholders' equity		-
Transfers in and/or out of Level 3		-
Balance - June 30, 2013	$	1,922,822

5) DEPOSITORY PAYMENT TOWARDS ACQUISITION OF IRON ORE MINE

On September 21, 2011, the Company entered into an agreement to acquire title to an iron ore mine in the Republic of Chile at an acquisition cost of $3,250,000 as of ~~June~~September 30, 2013 and paid an initial deposit of $250,000 to the seller. The agreement provides for the participation of the Republic of Chile in 15% of the mining profits.

On April 26, 2012, the Company amended the payment terms of the agreement and paid an additional deposit of $100,000 upon execution of the amended agreement. Under the terms of the amended agreement, the Company is required to remit the remaining balance of $2,900,000 over a three year period as follows:

	Amount
May 31, 2012	$	400,000
August 31, 2012		500,000
February 28, 2013		500,000
August 31, 2013		500,000
February 28, 2014		500,000
August 31, 2014		500,000

Total	$	2,900,000

As of ~~June~~September 30, 2013, the Company is not in compliance with the terms of this agreement due to non-payment of the amounts due on May 31, 2012, August 31, 2012 and February 28, 2013. However, the seller has not issued the Company a formal notice of default.

6) RELATED PARTY TRANSACTIONS

During 2007, Martin Honig, a former Director and current stockholder of the Company loaned the Company $8,000 on a non-interest bearing basis in order to provide the Company with working capital. In July 2008 this same individual loaned the Company an additional $5,000 to be used for working capital. The Company repaid $7,000 to Mr. Honig. In March 2012, Mr. Honig loaned the Company an additional $6,000. In May 2012, Mr. Honig elected to convert his $6,000, 10.0% Loan into common stock of the Company. In the conversion transaction, Mr Honig received 6,000,000 shares of common stock in exchange for the loan and no accrued interest, resulting in a balance of $ 6,000 due him as of June 30, 2013. In July 2013, Mr. Honig elected to convert his $6,000, 10.0% Loan into common stock of the Company. In the conversion transaction, Mr Honig received 14,845,000 shares of common stock in exchange for the loan, Accounts payable of $13,700 and $1,935 accrued interest, resulting in a balance of $ -0- due him as of September 30, 2013.

Marshal Shichtman, the Company’s securities counsel and a stockholder of 13,000,000 common shares has billed the Company $6090,000 for legal services performed thru ~~June~~September 30, 2013. Marshal Shichtman received 8,000,000 shares of common stock for payment valued at $8,000 applied against account payable and received $17,000 for the period ended September 30, 2013. $~~229~~242,000 is currently outstanding and reported in accounts payable in the accompanying financial statements. The Company incurred legal fees for services provided by Marshal Shichtman in the amounts of $6090,000 and $6090,000 for the ~~six~~nine month periods ended ~~June~~September 30, 2013 and 2012, respectively.

7) CONVERTIBLE DEBENTURES

On January 24, 2013, the Company borrowed $100,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 8.0% per annum and have a term of one year, maturing on January 24, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

13On April 22, 2013 the Company borrowed $15,000 from an unrelated party pursuant to convertible debenture agreement. The debentures bear interest at 6% per annum and have a term of one and a quarter years, maturing on August 31, 2014. The debentures are convertible into common stock at $0.25 per share.

On April 22, 2012 the Company borrowed $15,000 from a unrelated party pursuant to convertible debenture agreement. The debentures bear interest at 6% per annum and have a term of one and a quarter years, maturing on August 31, 2014. The debentures are convertible into common stock at $0.25 per share.

On May 24, 2013, the Company borrowed $30,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on May 24, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

~~As of June 30, 2013 and December 31, 2012 convertible debentures consist of the following:~~13

	June 30, 2013		December 31, 2012
Convertible Debentures	$	1,013,000	$	868,000
Less current portion		81,000		38,000
Less debt discount		508,700		467,200
Long term Convertible Debentures, net of current portion and debt discount	$	423,300	$	362,800

On July 19, 2013, the Company borrowed $40,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on July 19, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

On July 31, 2013, the Company borrowed $53,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 8% per annum and have a term of nine months, maturing on April 24, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the two lowest daily trades in the previous 20 days with a 49% discount.

On August 8, 2013 the Company borrowed $19,000 from a unrelated party pursuant to convertible debenture agreement. The debentures bear interest at 6% per annum and have a term of one year, maturing on August 8, 2014. The debentures are convertible into common stock at $0.25 per share.

On August 13, 2013, the Company borrowed $30,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on September 19, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

On August 16, 2013, the Company borrowed $10,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on September 19, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

On August 21, 2013, the Company borrowed $35,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on September 19, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

On September 4, 2013 the Company borrowed $4,750 from a unrelated party pursuant to convertible debenture agreement. The debentures bear interest at 6% per annum and have a term of one year, maturing on August 8, 2014. The debentures are convertible into common stock at $0.25 per share.

On September 10, 2013, the Company borrowed $45,000 from an unrelated party pursuant to convertible debenture agreements. The debentures bear interest at 10% per annum and have a term of one year, maturing on September 19, 2014. The loan agreement provides for the right of the holder to convert the loan principal and interest into shares of common stock at a stated conversion price of the average of the three lowest daily trades in the previous 20 days with a 50% discount.

As of September 30, 2013 and December 31, 2012 convertible debentures consist of the following:

	September 30, 2013		December 31, 2012

Convertible Debentures	$	940,110	$	868,000
Less current portion		129,300		38,000
Less debt discount		300,000		467,200
Long term Convertible Debentures, net of current portion and debt discount	$	510,810	$	362,800

The Company accounted for the issuance of the convertible debenture in accordance with ASC 815” Derivatives and Hedging.” The debenture is convertible into an indeterminate number of shares for which the Company cannot determine if it has sufficient authorized shares to settle the transaction with. Accordingly, the embedded conversion option is a derivative liability and is marked to market through earnings at the end of each reporting period.

8) LOANS PAYABLE:

Loans payable consist of the following at ~~June~~September 30, 2013 and December 31, 2012:

	September 30, 2013		December 31, 2012

Loan payable to Louis Savaglio	$	1,000	$	1,000
Loan payable to unrelated parties		150,000		150,000
Loan payable to unrelated parties		178,660		160,000
Total	$	329,660	$	311,000

	June 30, 2013		December 31, 2012
Loan payable to Louis Savaglio	$	1,000	$	1,000
Loan payable to unrelated parties		150,000		150,000
Loan payable to unrelated parties		140,000		160,000
Total	$	291,000	$	311,000

(a) In 2006, the Company borrowed the sum of $16,000 from Louis Savaglio, an independent third party. The loan is payable on demand and bears interest at the rate of 6.75% per annum. On November 30, 2009, the Company had repaid $5,000 with the issuance of 99,100 shares of common stock. On July 14, 2011 Mr. Savaglio assigned $10,000 of his debt together with accrued interest of $3,156 to four entities unrelated to the Company. Each new entity has a note for $3,289 carrying interest at 6%. Subsequently those four entities converted their loans into 13,462,000 shares of the Company’s common stock. The balance due to Mr. Savaglio as of June 30, 2013 and December 31, 2012 was $1,000.

(b) On September 15, 2011, the Company borrowed $150,000 from an unrelated third party. The loan was due on October 15, 2011 together with interest at a rate of 25% per annum. As of June 30, 2013, the accumulated interest on this loan was $47,015. The Company is not in compliance with the repayment terms of the loan as it was not repaid on its maturity date and is currently in technical default.

(c) On November 15, 2011, the Company borrowed $50,000 from an unrelated third party. The loan was due and payable upon the Company filing its Regulation D Offering with the SEC which occurred on August 1, 2011. The note accrues interest at a rate of 4.0% per annum. As of June 30, 2013, the accumulated interest on this loan was $4,405; the Company is not in compliance with the repayment terms of the loan and is currently in technical default.

(d) On June 30, 2012, July 24, 2012, September 25, 2012 and November 8, 2012. The Company borrowed $25,000, $50,000 and $15,000 from an unrelated third party. These notes accrue interest at a rate of 0% per annum.

9) COMMON STOCK

There were 500,000,000 shares of common stock authorized, with 161,824,857 shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively. The par value for the common stock is $.001 per share.

There were common stock transactions for the six months ended June 30, 2013.

In June 2013, The Company issued 33,000,000 shares of common stock on settlement of accounts payable of $33,000. The fair market value of the shares at the date of issuance aggregated $222,500, the excess of the fair value over the amount of the payable amounted to $189,500 and has been charged to operations during the six and three months ended June 30, 2013 and is included in General and administrative expenses on the accompanying consolidated statement of operations.

(a)

In 2006, the Company borrowed the sum of $16,000 from Louis Savaglio, an independent third party. The loan is payable on demand and bears interest at the rate of 6.75% per annum. On November 30, 2009, the Company had repaid $5,000 with the issuance of 99,100 shares of common stock. On July 14, 2011 Mr. Savaglio assigned $10,000 of his debt together with accrued interest of $3,156 to four entities unrelated to the Company. Each new entity has a note for $3,289 carrying interest at 6%. Subsequently those four entities converted their loans into 13,462,000 shares of the Company’s common stock. The balance due to Mr. Savaglio as of September 30, 2013 and December 31, 2012 was $1,000.

(b)

On September 15, 2011, the Company borrowed $150,000 from an unrelated third party. The loan was due on October 15, 2011 together with interest at a rate of 25% per annum. As of September 30, 2013, the accumulated interest on this loan was $56,365. The Company is not in compliance with the repayment terms of the loan as it was not repaid on its maturity date and is currently in technical default.

(c)

On November 15, 2011 and June 30, 2012, the Company borrowed $50,000 and 25,000 from an unrelated third party. On August 14, 2013, the Company had repaid $4,500 with the issuance of 6,923,076 shares of common stock. The loan was due and payable upon the Company filing its Regulation D Offering with the SEC which occurred on August 1, 2011. The note accrues interest at a rate of 4.0% per annum. As of September 30, 2013, the accumulated interest on this loan was $5,155; the Company is not in compliance with the repayment terms of the loan and is currently in technical default.

(d)	On September 25, 2012, September 30, 2012, and August 1, 2013. The Company borrowed $15,000, $50,000 and $25,000 In September, 2013, the Company had repaid $6,840 with the issuance of 155,000,000 shares of common stock. These notes accrue interest at a rate of 0% per annum.

(e)	On July 25, 2013, the Company borrowed $25,000 from an unrelated third party. The loan was due July 26, 2014 with interest at a rate of 12% per annum. As of September 30, 2013, the accumulated interest on this loan was $750.

9) COMMON STOCK

There were 5,000,000,000 shares of common stock authorized, with 3,081,452,913 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively. The par value for the common stock is $.001 per share.

There were common stock transactions for the nine months ended September 30, 2013.

In June 2013, The Company issued 33,000,000 shares of common stock on settlement of accounts payable of $33,000. The fair market value of the shares at the date of issuance aggregated $222,500, the excess of the fair value over the amount of the payable amounted to $189,500 and has been charged to operations and is included in General and administrative expenses on the accompanying consolidated statement of operations.

For the third quarter ended 2013, the Company issued 297,368,076 shares of common stock on settlement of accounts payable of $90,700, officers loan of $ 6,000.00 , note payable of $4,500 and accrued interest of $1,935.00. The fair market value of the shares at the date of issuance aggregated $355,906, the excess of the fair value over the amount of the payable and others amounted to $257,271 and has been charged to operations and is included in General and administrative expenses on the accompanying consolidated statement of operations.

Then, for the third quarter ended 2013, The Company issued 201,064,316 shares of common stock for the payment of consulting fees of $74,250. The fair market value of the shares at the date of issuance aggregated $92,977, the excess of the fair value over the amount of the expense amounted to $18,727 and has been charged to operations and is included in General and administrative expenses on the accompanying consolidated statement of operations.

Finally, for the third quarter ended 2013, the Company issued 2,421,195,644 shares of common stock on settlement of convertible loans of $341,480, accrued interest of $ 16,233 and miscellaneous expense of $1,457.

10) COMMITMENTS AND CONTINGENCIES

a) Depository payment towards acquisition of iron ore mine

See disclosures in Note 5 regarding obligations in connection with the acquisition of an iron ore mine.

b) Litigation

Certain conditions may exist as of the date the consolidated financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company’s consolidated financial statements. If the assessment indicates that a potentially material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, and an estimate of the range of possible losses, if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of June 30, 2013, the Company has not accrued any amounts for loss contingencies.17

16Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed. There can be no assurance that such matters will not materially and adversely affect the Company’s business, financial position, and results of operations or cash flows. As of September 30, 2013, the Company has not accrued any amounts for loss contingencies.

11) SUBSEQUENT EVENTS

InThe ~~accordance~~Company ~~with~~has ~~ASC~~entered ~~Topic~~into ~~855-~~an agreement to purchase 20% of Santa Ema Mining, LLC on or about 10 October 2013, ~~The~~in ~~Company~~exchange ~~has~~for ~~analyzed~~payments ~~its~~of ~~operations~~$35,000 ~~subsequent~~per month to ~~the~~end ~~date~~December ~~these~~2013. ~~financial~~Santa ~~statements~~Ema ~~were~~Mining, ~~issued~~L.L.C. Santa Ema Mining, ~~and~~L.L.C. ~~has~~is ~~determined~~expected ~~that~~to itacquire ~~does~~and ~~not~~operate ~~have~~metal ~~material~~mines. ~~subsequent~~To ~~events~~date tothe ~~disclose~~company has paid $159,000 in ~~these~~consideration ~~financial~~of ~~statements~~this agreement.

~~ITEM~~The ~~2 MANAGEMENT’S~~Company ~~DISCUSSION~~underwent ~~AND~~a ~~ANALYSIS~~reverse OFsplit ~~FINANCIAL~~of ~~CONDITION~~1:500 ~~AND~~of ~~RESULTS~~its OFcommon ~~OPERATIONS~~shares outstanding shares, effective as of November 1, 2013. As of November 6, 2013, the Company has 10,000,000 authorized shares and 7,734,011 issued and outstanding.

During the period from October 1, 2013 to November 6, 2013, the Company issued 785,527,611 common shares, unadjusted, 1,571,055 split adjusted, to five investors from conversions from convertible instruments.

On or about October 2013, the Company purchased the interest in La Plateada, L.L.C for convertible debentures from the Company, in the amount of $1,500,000 bearing a 5% interest and convertible at 60% average of the three preceding lowest bids. La Plateada, L.L.C. is a holding company that contains an option to purchase the La Plateada mining project.

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

Forward Looking Statements

This report contains forward looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and Section 27A of the Securities Act of 1933 (the “Securities Act”). Statements contained in this report which are not statements of historical facts may be considered forward-looking information with respect to plans, projections, or future performance of the Company as defined under the Private Securities litigation Reform Act of 1995. These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those projected. The words “anticipate”, “believe”, “estimate”, “expect”, “objective”, and “think” or similar expressions used herein are intended to identify forward-looking statements. The forward-looking statements are based on the Company’s current views and assumptions and involve risks and uncertainties that include, among other things, national and international economic and market conditions; our ability to raise capital and complete the acquisition of certain assets; our ability to operate mining assets; our ability to sustain, manage, or forecast growth; existing government regulations and the changes in, or the failure to comply with, government regulations; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Except as may be required by applicable law, we do not undertake or intend to update or revise our forward-looking statements, and we assume no obligation to update any forward-looking statements contained in this report as a result of new information or future events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed or implied in such forward-looking statements. You should carefully review and consider the various disclosures we make in this report and our other reports filed with the SEC that attempt to advise interested parties of the risks, uncertainties and other factors that may affect our business. The following discussion and analysis should be read in conjunction with the financial statements and related footnotes included elsewhere in this quarterly report which provide additional information concerning the Company’s financial activities and condition.

Description of Business

Prior to October 2011, the Company operated as Hybred International, Inc. and developed and produced a therapeutic horseshoe designed to reduce injuries associated with the concussive effect of horses' hooves on hard surfaces such as concrete, asphalt, and rock-hard racetracks.

Effective October 2011, the Company's Board of Directors and shareholders affirmatively voted to modify the Company's core line of business to focus upon mining operations, acquire an iron ore mine in Chile, and change the name of the Company to All Grade Mining, Inc.

The Company currently has one employee.

Liquidity and Capital Resources

We had $~~486~~676 cash as of ~~June~~September 30, 2013 compared to $359 at December 31, 2012. This net increase of $~~127~~317 consisted of:

Proceeds from financing activities	$	~~125~~400,~~000~~410
Cash used in investing activities		-(159,000	)
Cash used in operating activities		(~~124~~241,~~873~~093	)
Net decrease	$	~~127~~317

We have incurred significant losses and negative cash flows from operations since our inception in April 2010. We have an accumulated deficit of $1514,~~091~~296,~~662~~022 and a working capital deficiency of $31,~~370~~995,~~469~~354 as of ~~June~~September 30, 2013. These conditions raise substantial doubt about our ability to continue as a going concern. We have historically financed our activities through the private placement of equity securities. Through ~~June~~September 30, 2013, we have dedicated our financial resources to the planned mining activities and general and administrative expenses as described later in the section titled Results of Operations.

18In September 2011, we entered into an agreement (as amended) to acquire title to an iron ore mine in the Republic of Chili for $3,250,000 and, as of September 30, 2013, have paid $350,000. Under the terms of the amended agreement, we are required to remit the remaining balance of $2,900,000 in periodic payments now through August 2014 as follows:

In September 2011, we entered into an agreement (as amended) to acquire title to an iron ore mine in the Republic of Chili for $3,250,000 and, as of June 30, 2013, have paid $350,000. Under the terms of the amended agreement, we are required to remit the remaining balance of $2,900,000 in periodic payments now through August 2014 as follows:

May 31, 2012	$	400,000
August 31, 2012		500,000
February 28, 2013		500,000
August 31, 2013		500,000
February 28, 2014		500,000
August 31, 2014		500,000

Total	$	2,900,000

As of ~~June~~September 30, 2013, we are not in compliance with the terms of this agreement due to non-payment of the amounts due on May 31, 2012, August 31, 2012 and February 28, 2013. However, the seller has not issued us a formal notice of default.

We plan to fund the acquisition of the mine as described above and our planned mining activities beyond June 30, 2013 primarily through the sale of debt and/or equity securities. We cannot be certain that such funding will be available on acceptable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. If we are unable to raise funds when required or on acceptable terms, we may have to: a) Significantly delay, scale back, or discontinue the planned mining activities; b) Seek collaborators at an earlier stage than would otherwise be desirable and/or on terms that are less favorable than might otherwise be available; or c) Relinquish or otherwise dispose of rights and/or assets that we would otherwise seek to develop or commercialize ourselves.20

We plan to fund the acquisition of the mine as described above and our planned mining activities beyond September 30, 2013 primarily through the sale of debt and/or equity securities. We cannot be certain that such funding will be available on acceptable terms or available at all. To the extent that we raise additional funds by issuing equity securities, our stockholders may experience significant dilution. If we are unable to raise funds when required or on acceptable terms, we may have to: a) Significantly delay, scale back, or discontinue the planned mining activities; b) Seek collaborators at an earlier stage than would otherwise be desirable and/or on terms that are less favorable than might otherwise be available; or c) Relinquish or otherwise dispose of rights and/or assets that we would otherwise seek to develop or commercialize ourselves.

We can give no assurance that such financing will be available on reasonable terms or available at all or that it can generate revenue. Should we not be successful in obtaining the necessary financing or generate revenue to fund our operations, we would need to curtail or cease operational activities. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary should we be unable to continue as a going concern.

Results of Operations - For the three months ended ~~June~~September 30, 2013 compared to the three months ended ~~June~~September 330, ~~2013~~2012;

Revenues

We have not generated revenues for the three months ended ~~June~~September 30, 2013 and 2012.

Mine Related Expenses

Mine related expenses were $325,~~600~~000 and $~~377~~55,~~500~~000 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This decrease of $~~344~~50,~~900~~000 was primarily due to The Company getting current on their financial reporting.

Consulting Fees

Consulting fees were $~~225~~187,~~000~~500 and $~~817~~853,~~942~~478 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This decrease of $~~592~~665,~~942~~728 was primarily due to cash and stock issued to 3 consulting firms related to business advisory, strategic and communications services in 2012 which ~~are~~were being amortized over the life of the agreement.

General and Administrative Expenses

General and administrative expenses were $~~233~~344,~~259~~286 and $4345,~~313~~168 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This increase of $~~189~~299,~~946~~118 was primarily due to the conversion expense of accounts payable.

Change in Fair Value of Derivative Liability

The change in the fair value of the derivative liability was a ~~deficit~~benefit of ($1,~~464~~389,~~759)~~556 and $~~446~~221,~~100~~115 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This change of $1,~~910~~168,~~859~~441 was primarily due to the drop in market prices of the stock and the lowering of the value due to possible conversion holders as a result of how derivative liabilities are valued.

Interest Expense

Interest expense was $~~194~~53,~~760~~950 and $~~184~~57,~~636~~116 for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This ~~change~~decrease of $103,~~124~~162 was primarily due to ~~interest expense recorded upon issuance of convertible debt in which~~ the ~~debt discount related to the~~ conversion ~~feature recorded as a derivative exceed the face value~~ of ~~the note of which such increase is charged to interest expense and interest on increased borrowings incurred after the second quarter of 2012~~debt.

Net Income (Loss)

Net income (loss) was $2795,~~154,128~~640 and $5(798,~~707,291~~643) for the three months ended ~~June~~September 30, 2013 and 2012, respectively. This ~~decrease~~increase in net income of $31,~~553~~594,~~163~~283 was attributable to the changes in the expense captions as described above and changes in fair value of derivative liability.

Results of Operations - For the ~~six~~nine months ended ~~June~~September 30, 2013 compared to the ~~three~~nine months ended ~~June~~September 30, 2012

Revenues

We have not generated revenues for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012.

Mine Related Expenses

Mine related expenses were $3237,600 and $~~382~~437,500 for the ~~six~~nine months ended ~~June~~September 30, and 2012, respectively. This decrease of $~~349~~399,900 was primarily due to ~~The~~the Company getting current on their financial reporting.

Consulting Fees

Consulting fees were $~~652~~840,~~500~~250 and $~~877~~1,~~942~~731,421 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. This decrease of $~~225~~891,~~442~~171 was primarily due to cash and stock issued to 3 consulting firms related to business advisory, strategic and communications services in 2012 which are being amortized over the life of the agreement.

General and Administrative Expenses

General and administrative expenses were $~~294~~638,~~285~~572 and $58103,~~609~~777 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. This increase of $~~235~~534,~~676~~795 was primarily due to the excess of fair value of the common stock issued above the actual accounts payable ~~and~~for professional services.

Change in Fair Value of Derivative Liability

The change in the fair value of the derivative liability was a ~~deficit~~benefit of ($110,~~379,184)~~372 and of $1,~~473~~694,~~200~~315 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. This decrease of ($2(1,~~852~~683,~~384~~943) was primarily due to the drop in market prices of the stock and the lowering of the value due to possible conversion holders as a result of how derivative liabilities are valued.

Interest Expense

Interest expense was an expense of $~~338~~392,~~809~~759 and $~~209~~266,~~009~~121 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. This change of $~~129~~126,~~800~~638 was primarily due to interest expense recorded upon issuance of convertible debt in which the debt discount related to the conversion feature recorded as a derivative exceed the face value of the note of which such increase is charged to interest expense and interest on increased borrowings incurred after the second quarter of 2011.

InFor ~~June~~the ~~12,~~third quarter ended 2013, the ~~company~~Company issued 33297,~~000~~368,~~000~~076 shares of common stock ~~valued~~on atsettlement of accounts payable of $~~222~~90,~~500~~700, ~~for~~officers ~~settlement~~loan of ~~accounts~~$ 6,000.00 , note payable of $334,~~000~~500 and aaccrued ~~loss~~interest onof ~~conversion~~$1,935.00. The fair market value of ~~accounts~~the ~~payable~~shares at the date of issuance aggregated $~~189~~355,~~500~~906, the excess of the fair value over the amount of the payable and others amounted to $257,271 and has been charged to operations and is included in General and administrative expenses on the accompanying consolidated statement of operations.

Net Loss

Net loss was $21,~~706~~910,~~036~~396 and $45,~~809~~608,~~860~~504 for the ~~six~~nine months ended ~~June~~September 30, 2013 and 2012, respectively. This ~~decrease~~increase of $23,~~103~~129,~~824~~819 was attributable to the changes in the expense captions as described above.

Going Concern

In Q2, the Company began negotiations and preliminary steps, through Foreign Commerce Consultative, Inc., the Company’s independent contractors in Chile, to sign a five year purchase option for La Plateada for $5,000,000, and 15% royalty to the current ownership in years two through five. The La Plateada site is expected to produce copper oxides. This contemplated negotiation is not finalized and is subject to material revisions and possible cancelation.24

The Company has ~~entered~~been ~~into~~redirecting ~~the~~its ~~structuring~~focus ~~phase~~from Iron to copper, because of its less cash intensive process. The Company has been analyzing multiple projects and has been able to reach an agreement with the management of the La ~~Crucita~~Plateada ~~project~~mine. Whereas the ownership interest in the mines has decided to do an Equity based deal with All Grade Mining in exchange for 5 years of the mineral rights with a 5 million dollar buy out of property, cut into three year payments, years 6, 7, and 8.

All Grade mining has also been in negotiations with Santa Emma Mining and their mining efforts. All Grade is currently finalizing agreements to fund developmentals of the Santa Emma projects.

During All Grade’s funding difficulties with the Salitrosa Mine, the property’s management has informed All Grade that there has been interest from other parties to purchase the property and that the new parties are interested in All Grade’s Intellectual Property and developmentals. All Grade is now in negotiation to sell Its developmental IE and recoup most its upfront costs from the initial investment.

Item 3 Quantitative and Qualitative Disclosures About Market Risks

Smaller reporting companies are not required to provide the information required by this Item.

Item 4 Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our CFO resigned as of August 3, 2012, and as a result there is not an executive officer with financial accounting expertise to assist in the evaluation of disclosure and other financial controls. We have hired Accounting Management Solutions, an accounting and consulting firm, to assist in the generation of the financial reports for Q3 2012.

Our Chief Executive Officer who also functions as our Chief Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Securities Exchange Act of 1934), as of ~~June~~September 30, 2013. Based on such review and evaluation, our chief executive officer has concluded that, as of ~~June~~September 30, 2013, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports that we file or submit to the Securities and Exchange Commission pursuant to the reporting obligations of the Exchange Act, including this Quarterly Report on Form 10-Q, is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosures.

2325

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. The design of any system of controls also is based in part on certain assumptions regarding the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Given these and other inherent limitations of control systems, there is only reasonable assurance that our controls will succeed in achieving their stated goals under all potential future conditions.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) and Rule 15d-15(f) of the Exchange Act. Internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States (“US GAAP”), including those policies and procedures that:

●	pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company,
●	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures are being made only in accordance with authorizations of management and directors of the company, and
●	provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies and procedures may deteriorate.

Under the supervision and with the participation of our management, we have assessed the effectiveness of our internal control over financial reporting as of June, 2013. In making this assessment, our management used the criteria described in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Due to the inherent issue of segregation of duties in a small company, we have relied heavily on entity or management review controls to lessen the issue of segregation of duties. Based on this assessment and those criteria, our management concluded that the Company did not maintain effective internal control over financial reporting as of June 30, 2013. 26

AUnder ~~material~~the ~~weakness~~supervision isand awith ~~deficiency,~~the orparticipation ~~combination~~ of ~~deficiencies~~our management, inwe have assessed the effectiveness of our internal control over financial reporting as of September, ~~such~~2013. In ~~that~~making ~~there~~this isassessment, aour ~~reasonable~~management ~~possibility~~used ~~that~~the acriteria ~~material~~described ~~misstatement~~in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the ~~company’s~~Treadway ~~annual~~Commission. Due orto ~~interim~~the ~~financial~~inherent ~~statements~~issue ~~will~~of ~~not~~segregation beof ~~prevented~~duties orin ~~detected~~a small company, we have relied heavily on aentity ~~timely~~or ~~basis~~management review controls to lessen the issue of segregation of duties. ~~Our~~Based on this assessment and those criteria, our management ~~identified~~concluded that the ~~following~~Company ~~material~~did ~~weaknesses~~not maintain effective internal control over financial reporting as of ~~June~~September 30, 2013:.

24A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Our management identified the following material weaknesses as of September 30, 2013:

On April 20, 2012, our Independent Registered Public Accounting firm advised that we had incorrectly computed the derivative liabilities in the financial statements included in Form 10-Qs filed for ~~June~~September 30, 2011 and September 30, 2011 and, therefore, needed to be restated. In addition upon further review the Form 10-Qs as originally filed, inadvertently omitted the required disclosures relating to development stage entities and the earning per share disclosures.

(b) Changes in Internal Controls Over Financial Reporting

There were no changes in our internal control over financial reporting during the three month period ending ~~June~~September 30, 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

The Company ishas ~~not~~been asued ~~party~~by ~~to,~~its orformer CFO Gerald Rosenberg for breach of contract in the ~~subject~~Superior Court of New Jersey sitting in the County of Bergen Mr. Rosenberg seeks $366,666 ~~any~~from ~~material~~an ~~pending~~alleged ~~legal~~breach ~~proceedings~~of contract that he was not [fully] compensated for his services as CFO for the Company.

Item 1A Risk Factors

The Company is a Smaller Reporting Company. A Smaller Reporting Company is not required to provide the risk factor disclosure required by this form.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

NoThe ~~conversions~~Company ~~were~~sold ~~made~~eight ~~during~~convertible debentures for $236,750 to three accredited and sophisticated investors. The average conversion feature was 40% discount to market price [see derivative liability] and could result in 406,631,656 upon full conversion, if any, based upon unadjusted historical Q3 share prices using Black and Sholes model. Due to recent material downward momentum in the ~~first~~share ~~quarter~~price, ofthe ~~2013~~Company feels more accurate depictions may be derived from pre-split share pricing.

During the first quarter of 2013, $100,000 of convertible notes were sold, on 24 January 2013 with a conversion feature of a discount to market and a floor of $0.0175. The use of proceeds were used for operating expenses, retirement of other debt, and getting the Company current in its reporting obligations.

Date	Class of Investor	Principal Amount		Share conversion		Share conversion, split adjusted		Exemption

7/19/2013	Sophisticated Investor 1	$	40,000		7,058,824		14,118		4(a)2
7/31/2013	Sophisticated Investor 2	$	53,000		36,551,724		73,103.45		4(a)2
8/8/2013	Sophisticated Investor 3	$	19,000		76,000		152		4(a)2
8/13/2013	Sophisticated Investor 1	$	30,000		62,068,966		124,137.93		4(a)2
8/16/2013	Sophisticated Investor 1	$	10,000		24,000,000		48,000		4(a)2
8/21/2013	Sophisticated Investor 1	$	35,000		84,000,000		168,000.00		4(a)2
9/4/2013	Sophisticated Investor 3	$	4,750		19,000		38		4(a)2
9/10/2013	Sophisticated Investor 1	$	45,000		192,857,143		385,714.29		4(a)2

		$	236,750		406,631,656		813,263

Date	Amount, shares	Notable Features
June 12, 2013	12,000,000	Satisfaction of debt
June 20, 2013	13,000,000	Satisfaction of debt
Subsequent Issuances
July 1, 2013	8,000,000	Satisfaction of debt

Share conversion is based upon Black and Scholes using historical prices. Actual conversion may materially vary.

25Due to recent downward momentum in the price of the shares, post split, the Company feels it must issue a cautionary note that split adjusted conversions may materially vary. The Company cautions readers that pre-split numbers may be more illuminating due to the significant downward momentum in the share price.

Item 3 Default upon Senior Securities

On 31 May 2012 the Company defaulted on the terms of the lease of the Saltirosa copper mine, the Company’s primary mine. The Company has continued to make payments, as funds become available, to satisfy the obligation; however the Company remains in default. The Grantor of the mineral rights agreement has not shut down the mine, denied the Company access to the mine and property, and has not notified the Company of any default.

Item 4 Mine Safety Disclosures

The mining projects of the Company are located outside the jurisdiction of the United States. As such, the Company, nor any subsidiary or operator of any mining project, has NOT received any imminent danger order, a written notice of a pattern of violations of mandatory health or safety standards of such nature as could have significantly and substantially contributed to the cause and effect of any mine health or safety hazard, a written notice from the Mine Safety and Health Administration of the potential to have such a pattern. Notwithstanding the aforementioned, the Company has not received any health and safety violation from the Chilean Mining Superintendency.

Item 5 Other Information

On 24November ~~July~~1st, 2013, All Grade Mining, Inc. ~~upwardly~~500:1 ~~modified~~reverse ~~its~~stock ~~authorized~~split ~~shares~~went ~~to 1,000,000,000 from 499,450,000~~effective.

Item 6 Exhibits

(a) Exhibits and Reports on Form 8-K

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes Oxley Act

Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes Oxley Act

Exhibit 31.1	Certification Pursuant to Section 302 of the Sarbanes Oxley Act
101 INS	XBRL Instance Document**
Exhibit 32.1	Certification Pursuant to Section 906 of the Sarbanes Oxley Act
101 SCH	XBRL Schema Document**
101 INS	XBRL Instance Document*
101 CAL	XBRL Calculation Linkbase Document**
101 SCH	XBRL Schema Document*
101 DEF	XBRL Definition Linkbase Document**
101 CAL	XBRL Calculation Linkbase Document*
101 LAB	XBRL Labels Linkbase Document**
101 DEF	XBRL Definition Linkbase Document*
101 PRE	XBRL Presentation Linkbase Document**
101 LAB	XBRL Labels Linkbase Document*
**	The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.
101 PRE	XBRL Presentation Linkbase Document*

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

Date	Item	Incorporation by Reference

1 November 2013, 8K filed	All Grade Mining, Inc. underwent a 500:1 reverse stock split, which applied equally to issued and outstanding and authorized shares. The Articles of Incorporation were modified accordingly.	Yes

~~(b) Reports on Form 8-K during Quarter~~29

SIGNATURES

None.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 9134, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

~~August~~14 ~~6th,~~November 2013

All Grade Mining, Inc.

/s/ Gary Kouletas

Gary Kouletas, ~~CEO~~Principal Executive Officer, Chief Financial Officer, Director

2730

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