UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2015

FOR THE QUARTERLY PERIOD ENDED AUGUST 31, 2015

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

Commission File Number: 000-54482

CN RESOURCES INC.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

255 Duncan Mill Road, Suite 203

Toronto, Ontario

Canada M3B 3H9

(Address of principal executive offices, including zip code)

(416) 510-2991

(Registrant’s telephone number, including area code)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. YES ☒ x NO ☐ o

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

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

Large Accelerated Filer ☐o Accelerated Filer ☐o Non-accelerated Filer ☐o Smaller Reporting Company ☒x

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

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: 56,100,000 as of ~~October~~January 1519, ~~2015.~~2016

TABLE OF CONTENTS

		Page
PART I
Item 1.	Financial Statements	3
	Balance Sheets (unaudited)	3
	Consolidated Balance Sheets (unaudited)	3
	Statements of Operations and Comprehensive Loss (unaudited)	4
	Consolidated Statements of Operations and Comprehensive Loss (unaudited)	4
	Statements of Cash Flows (unaudited)	5
	Consolidated Statements of Cash Flows (unaudited)	5
	Notes to the Financial Statements (unaudited)	6
	Notes to the Consolidated Financial Statements (unaudited)	6
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	87
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	98
Item 4.	Controls and Procedures	98
PART II
Item 1.	Legal Proceedings	108
Item 1A.	Risk Factors	108
Item 2.	Changes in Securities and Use of Proceeds	108
Item 6.	Exhibits	108
Signatures		119

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

CN RESOURCES INC.

Consolidated Balance Sheets

(Unaudited)

	August 31, 2015			May 31, 2015
		November 30, 2015			May 31, 2015
Assets
Current assets
Cash and cash equivalents	$	34,~~923~~895,~~575~~940		$	226,786
Accounts receivable		4132,~~638~~676			30,229
Other receivable		6,368			7,301
Note receivable		-			5,343,704
Note receivable		988,106			5,343,704
Other receivable		1,658			7,301
Total current assets	$	4,~~959~~930,~~687~~274		$	5,608,020
Total assets	$	4,~~959~~930,~~687~~274		$	5,608,020
Liabilities and Stockholders' Equity
Liabilities
Current Liabilities
Accounts payable	$	21,~~075~~843		$	16,536
Due to director		~~611~~12,151			367,472
Total current liabilities		2133,~~686~~994			384,008
Asset retirement obligation		6,~~463~~736			6,190
Total liabilities		2840,~~149~~730			390,198
Stockholders' equity
Common stock,100,000,000 of shares authorized with $0.00001 par value, 56,100,000 issued and outstanding		561			561
Common stock, 100,000,000 of shares authorized
Preferred stock,100,000,000 shares authorized with $0.00001 par value, none issued		-			-
with $0.00001 par value, 56,100,000 issued and
outstanding		561			561
Preferred stock, 100,000,000 shares authorized
with $0.00001 par value, none issued		-			-
Additional paid-in capital		6,514,639			6,514,639
Accumulated Other Comprehensive Loss		(~~836~~865,~~365~~172	)		(559,076	)
Accumulated deficit		(747,297	)		(738,302	)
Accumulated deficits		(760,484	)		(738,302	)
Total stockholders' equity		4,~~931~~889,~~538~~544			5,217,822
Total liabilities and stockholders' equity	$	4,~~959~~930,~~687~~274		$	5,608,020

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

CN RESOURCES INC.

Consolidated Statements of ~~Operations and Comprehensive Loss~~Expenses

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	August 31			August 31
	November 30,			November 30,			November 30,			November 30,
	2015			2014			2015			2014
Revenue
Oil production (net of royality)	$	24,054		$	90,657
Revenue (net of royalty)	$	19,898		$	49,200		$	43,952		$	139,857
Operating expenses
Accretion expenses		273			~~230~~156			546			386
Bank service charge		5449			592			103			97
Production cost		3,641			7,534
Management fee		6,000			6,000			12,000			12,000
Depreciation and depletion		-			35,069
Production and operating expenses		7,687			5,345			11,328			12,879
General and administrative expenses		9,000			9,000
Professional fees		10,510			15,700			17,510			20,060
Management fee		6,000			6,000
Depreciation and depletion expense		-			8,511			-			43,580
Professional fees		7,000			4,360
General and administrative expenses		9,000			13,377			18,000			22,377
Regulatory filing		82,~~050~~158			210,~~597~~650			10,208			13,247
Total operating expenses		3435,~~018~~677			6459,~~795~~831			69,695			124,626
Interest income		969			-
Operating income (loss)		(15,779	)		(10,631	)		(25,743	)		15,231
Net income (loss) for the period	$	(8,995	)	$	25,862
Interest income		2,592			-			3,561			-
Loss per common share - basic and diluted	$	(0.00	)	$	0.00
Net income (loss)	$	(13,187	)	$	(10,631	)	$	(22,182	)	$	15,231
Comprehensive income:
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	0.00
Net income (loss)	$	(8,995	)	$	25,862
Comprehensive income:
Foreign currency translation adjustment		(277,289	)		-
Net income (loss)	$	(13,187	)	$	(10,631	)	$	(22,182	)	$	15,231
Total comprehensive income (loss)		(286,284	)		25,862
Foreign currency translation adjustment		(28,807	)		-			(306,096	)		-
Weighted average common shares outstanding - basic and diluted		56,100,000			56,100,000
Total comprehensive income (loss)		(41,994	)		(10,631	)		(328,278	)		15,231
Weighted average common shares
outstanding - basic and diluted		56,100,000			56,100,000			56,100,000			56,100,000

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

CN RESOURCES INC.

Consolidated Statements of Cash Flows

(Unaudited)

	For the three Months			For the three Months
		For the Six Months			For the Six Months
	ended			ended
		Ended			Ended
	August 31, 2015			August 31, 2014
		November 30,			November 30,
		2015			2014
Cash Flows From Operating Activities
Net Income (loss) for the period	$	(8,995	)	$	25,862
Net income (loss) for the period	$	(22,182	)	$	15,231
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation, depletion and accretion		-			35,299
Depreciation and depletion		-			43,966
Accretion		546
Changes in operating assets and liabilities
Accounts receivable		(112,~~409~~447	)		~~(31~~7,~~841~~815	)
Other receivable		~~933~~5,307			(~~905~~359	)
Accounts payable		45,~~812~~643			~~198~~1,532
Net cash used in operating activities		(14,659	)		28,613
Net cash (used in) provided in operating activities		(13,133	)		68,185
Cash Flows from Investing Activities
Notes receivable		3,979,349			-
Note receivable		4,718,126			(1,412,000	)
Cash invested in oil and gas property		-			(13,847	)
Oil and gas property expenditure		-			(39,746	)
Net cash provided by (used in) investing activities		3,979,349			(13,847	)
Net cash (used in) provided in investing activities		4,718,126			(1,451,746	)
Cash Flows from Financing Activities
Proceeds from Director advances		920,~~388~~928			1741,~~400~~933
Payments to director for advances		-			-
Payments to Director for advances		-			(24,564	)
Net cash provided by (used in) financing activities		9,388			17,400
Net cash (used in) provided by financing activities		20,928			17,369
Effective of foreign currency rates		(277,289	)		-
Foreign currency adjustment		(56,767	)		-
Net increase (decrease) in cash and cash equivalents		34,~~974~~669,~~078~~154			32(1,~~166~~366,192	)
Cash and cash equivalents, beginning of the period		226,786		$	6,052,324
Cash and cash equivalents, end of the period	$	34,~~923~~895,~~575~~940		$	64,~~084~~686,~~490~~132
Supplemental cash flow information
cash paid for interest	$	-		$	-
cash paid for income tax	$	-		$	-
Non cash transaction	$	376,249		$	-

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

CN RESOURCES INC.

Notes to the Consolidated Financial Statements

(Unaudited)

~~August~~November 3130, 2015

1. BUSINESS OPERATIONS

CN Resources Inc. is an independent energy company engaged in the exploration, development, production, and sale of crude oil. Our operations are conducted through a 100% wholly owned Ontario Corporation (also named CN Resources Inc.) which owns a producing joint venture oil well in the Redwater area in Alberta, Canada.

2. BASIS OF PRESENTATION

~~Going~~The ~~Concern~~accompanying unaudited interim consolidated financial statements of the Company 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.

~~The~~Notes to the financial statements ~~have~~which ~~been~~would ~~prepared~~substantially ~~on a going concern basis~~duplicate ~~which assumes~~ the ~~Company~~disclosures ~~will~~contained ~~be able to realize its assets and discharge its liabilities~~ in the ~~normal~~audited ~~course~~financial ofstatements ~~business~~ for ~~the~~ ~~foreseeable future. The Company has incurred a loss of $8,995 for~~ the ~~Quarter~~most ~~ended~~recent ~~August~~fiscal 31period, ~~2015 and has an accumulated deficit of $747,297 since inception; further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue~~ as areported ~~going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations~~ in the ~~future~~Form ~~and/or to obtain the necessary financing to meet its obligations and~~10-K, ~~repay~~have ~~its~~been ~~liabilities arising from normal business operations when they come due~~omitted. ~~Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from director and or private placements of common stock.~~

~~The~~Going accompanying unaudited interim financial statements of the Company 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, and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. 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 period presented have been reflected herein. The results of operations for the interim period are not necessarily indicative of the results to be expected for the full year.Concern

~~Notes~~The ~~to the~~ financial statements ~~which~~have ~~would~~been ~~substantially~~prepared ~~duplicate~~on a going concern basis which assumes the ~~disclosures~~Company ~~contained~~will be able to realize its assets and discharge its liabilities in the ~~audited~~normal ~~financial~~course ~~statements~~of business for the ~~most~~foreseeable ~~recent~~future. ~~fiscal~~The ~~period~~Company has incurred a loss of $22,182 for the six months ended November 30, 2015 and has an accumulated deficit of $760,484 since inception; further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as ~~reported~~a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the ~~Form~~future ~~10-K,~~and/or to obtain the necessary financing to meet its obligations and ~~have~~repay ~~been~~its ~~omitted~~liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from director and or private placements of common stock.

3. NOTES RECEIVABLE

On November 13, 2014, the Company provided a loan in the amount of $1,412,000 (CAD $1,600,000) to an arm’s length party with an interest of 7% per annum. On January 12, 2015 and January 21, 2015, the Company provided a further $4,329,730 (CAD $5,100,000) to the same third party with an interest of 7% per annum. These loans are unsecured and due on demand. ~~Interest~~As payment is due quarterly in arrears. Management intends to earn an interest on the Canadian dollar funds on hand and will call the notes as soon as it deem desirable to do so. The Company called the Notes, and as of ~~August~~November 3130, 2015, ~~total~~we ~~$3,726,450~~have ~~(CAD$4,900,000) has been~~ received, ~~and~~complete apayment ~~further $376,249 (CAD $495,000) was used to offset the loan payable to the President, effectively $4,102,898 (CAD$5,395,000) was received~~ for the ~~Notes.~~Note ~~As at~~receivable, ~~August~~and ~~31,~~no ~~2015, total~~ amount ~~of the notes received~~ is ~~$4,355,598 (CAD 5,395,000), note receivable remaining~~ outstanding ~~is $988,106 (CAD$1,305,000)~~.

64. DUE TO DIRECTOR

~~Subsequent~~The todirector ~~August~~loans ~~31,~~the ~~2015,~~Company wemoney ~~further~~from ~~received $699,660 (CAD~~time ~~$920,000).~~to ~~Therefore,~~time ason ofan ~~the~~interest-free ~~date~~due-on-demand ofbasis ~~filing~~and, ~~the~~as ~~note~~of ~~receivable~~November ~~outstanding is $292~~30,~~793~~ ~~(CAD$385~~2015,~~000)~~ ~~which management anticipates~~ the ~~full~~total amount ~~will~~advanced bewas ~~paid shortly~~$12,151.

4.The ~~DUE~~Company TOis ~~DIRECTOR~~currently using the office space from its President and CEO and on rent free basis, the President is also provided telephone and administrative services for the Company on free basis, however, there is no agreement or guarantee that the President will provide the free services for any specific period of time.

The director loans the company money from time to time on an interest-free due-on-demand basis and, as of August 31, 2015, the total amount advanced was $377,059. The Company has successfully asked the President to use the amount owing to him to offset against the outstanding note receivable, effectively shifted the risk of collection to the President. As a result, the President has agreed to be paid by the Note receivable for $376,249 (CAD $495,000) resulting to an unpaid balance is $611 as of August 31, 2015.6

~~The~~ITEM ~~Company~~2. isMANAGEMENT’S ~~currently~~DISCUSSION ~~using~~AND ~~the~~ANALYSIS ~~office space~~OF ~~from~~FINANCIAL ~~its~~CONDITION ~~President~~AND ~~and~~RESULTS ~~CEO~~OF and on rent free basis, the President is also provided telephone and administrative services for the Company on free basis, however, there is no agreement or guarantee that the President will provide the free services for any specific period of timeOPERATION.

7This section of this annual report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~ITEM~~The following discussion and analysis 2presents management's perspective of our business, financial condition, and overall performance. ~~MANAGEMENT’S~~ ~~DISCUSSION~~This ~~AND~~information ~~ANALYSIS~~is OFintended ~~FINANCIAL~~to provide ~~CONDITION~~investors ~~AND~~with ~~RESULTS~~an OFunderstanding ~~OPERATION~~of our past performance, current financial condition, and outlook for the future, and should be read in conjunction with our Audited Annual Financial Statements Form 10-K.

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

~~The following~~CN ~~discussion~~Resources ~~and~~Inc. ~~analysis~~is ~~presents~~an ~~management's~~independent ~~perspective~~energy company ofengaged ~~our~~in ~~business~~the exploration, ~~financial~~development, ~~condition~~production, and ~~overall~~sale ~~performance. This~~of ~~information~~crude isoil. ~~intended~~Our tooperations ~~provide~~are ~~investors~~conducted ~~with~~through ana ~~understanding~~100% wholly ofowned ~~our~~Ontario ~~past~~Corporation ~~performance,~~(also ~~current~~named ~~financial~~CN ~~condition, and~~Resources ~~outlook~~Inc.) ~~for~~which ~~the~~owns ~~future,~~a ~~and~~producing ~~should~~joint beventure ~~read~~oil well in ~~conjunction~~the ~~with~~Redwater ~~our~~area in ~~Audited~~Alberta, ~~Annual Financial Statements Form 10-K~~Canada.

~~OVERVIEW~~The Company’s immediate core strategy OFis ~~THE~~to ~~COMPANY~~create and enhance shareholder value by acquiring proved developed and producing light oil assets, optimize the producing assets to increase production and fully develop the assets potential for reserves. Management believes that this is the best approach to create shareholder value based on risk and rewards analysis.

CNDuring the Quarter ended November 30, ~~Resources~~2105, ~~Inc.~~Crude oil price is still depressed at an ~~independent~~historical ~~energy~~low ~~company~~level ~~engaged~~with inWTI ~~the~~of ~~exploration,~~$34 ~~development,~~per ~~production~~barrel, ~~and~~the ~~sale~~Board of ~~crude~~Directors ~~oil.~~has ~~Our~~decided ~~operations~~to ~~are~~take ~~conducted through~~ a ~~100%~~cautious ~~wholly~~approach ~~owned~~to ~~Ontario~~further ~~Corporation~~investments ~~(also~~in ~~named~~this CNsector ~~Resources~~until ~~Inc.) which owns~~ a ~~producing joint~~clear ~~venture~~visibility ~~oil~~can ~~well~~be inobtained ~~the~~before ~~Redwater~~venturing ~~area~~into any incapital ~~Alberta, Canada~~commitment.

~~The Company’s~~Results ~~immediate~~of core strategy is to create and enhance shareholder value by acquiring proved developed and producing light oil assets, optimize the producing assets to increase production and fully develop the assets potential for reserves. Management believes that this is the best approach to create shareholder value based on risk and rewards analysis.Operations

~~During~~The ~~the~~following ~~Quarter~~is a ~~ended~~discussion of ~~August~~our results 31of operations, ~~2105,~~financial ~~Crude~~condition and ~~oil~~capital resources. ~~price~~You isshould read ~~still~~this discussion ~~depressed~~in conjunction ~~at an historical low level~~ with our ~~WTI~~Financial ofStatements and ~~$44 per barrel,~~ the Notes ~~Board~~thereto ofcontained ~~Directors has decided to take a cautious approach to further investments~~ elsewhere in this Form ~~sector~~10-Q. Comparative ~~until~~results of aoperations for ~~clear~~the periods ~~visibility~~indicated ~~can~~are bediscussed ~~obtained before venturing into any capital commitment~~below.

~~Results~~The following table sets forth certain of ~~Operations~~our oil operating information for the three months ended November 30, 2015 and 2014.

The following is a discussion of our results of operations, financial condition and capital resources. You should read this discussion in conjunction with our Financial Statements and the Notes thereto contained elsewhere in this Form 10-Q. Comparative results of operations for the periods indicated are discussed below.

		November 30, 2015		November 30, 2014
Production revenue (net of royalty)	$	19,898	$	49,200
Production cost	$	7,687	$	5,345

The following table sets forth certain of our oil operating information for the ~~three~~ six months ended ~~August~~ 31November 30, 2015 and 2014.

	August 31, 2015		August 31, 2014
		November 30, 2015		November 30, 2014
Production revenue (net of royalty)	$	2443,~~054~~952	$	90139,~~657~~857
Production cost	$	311,~~641~~328	$	712,~~534~~879

~~Liquidity and~~Cash ~~Capital~~Flow ~~Resources~~Analysis

AtFor ~~August~~the ~~31,~~six ~~2015~~months ended November 30, 2015, we ~~have~~used $13,133 cash onin ~~hand~~operating ofactivities ~~$3,923,575~~ (~~August~~November 3120, 2014 - $668,~~084,490~~185), ~~Note~~cash ~~receivable~~generate offrom ~~$988,106~~investing ~~(2014~~activities –is ~~nil) and oil revenue~~$4,718,126 ~~receivable~~(November ~~of $41~~30,~~638~~ (2014 - $93(1,~~173~~451,746).) Weand ~~have~~Cash ~~accounts~~flow ~~payable~~from offinancing activities is $2120,~~075~~928 (November 30, 2014 –- $1617,~~536~~369) ~~and we have no other material debts to anyone~~.

~~Planned Capital Expenditures~~7

~~The Company~~Liquidity isand ~~evaluating~~Capital ~~its various options in its development strategies, have not committed to any specific capital expenditure at this time.~~Resources

~~Off~~At November 30, 2015, ~~Balance~~we ~~Sheet~~have cash on hand of $4,895,940 (November 30, 2014 - $4,686,132), oil revenue receivable of $32,676 (2014 - $53,517). ~~Arrangements~~We have accounts payable of $21,843 (2014 – $5,370) and we have no other material debts to anyone.

~~We have~~Planned noCapital ~~off-balance sheet arrangements.~~Expenditures

~~ITEM~~The Company is evaluating its various ~~3. QUANTITATIVE~~options ~~AND~~in ~~QUALITATIVE~~its ~~DISCLOSURES~~development ~~ABOUT~~strategies, ~~MARKET~~have ~~RISK~~not committed to any specific capital expenditure at this time due to the unsettling global market conditions for crude oil.

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

8We have no off-balance sheet arrangements.

ITEM 4 3. ~~CONTROLS~~ QUANTITATIVE AND ~~PROCEDURES~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

~~Under the~~We ~~supervision~~are ~~and~~a ~~with the participation of our management, including the Principal Executive Officer and Principal Financial~~smaller ~~Officer,~~reporting wecompany ~~have evaluated the effectiveness of our disclosure controls and procedures~~ as ~~required~~defined by ~~Exchange Act~~ Rule ~~13a~~12b-~~15(b) as~~2 of the ~~end~~Exchange ofAct ~~the period covered by this report. Based on that evaluation, the Principal Executive Officer~~ and ~~Principal Financial Officer have concluded that these disclosure controls and procedures~~ are not ~~effective~~required ~~due~~ to ~~limited~~provide ~~segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address~~ the ~~weakness~~information inunder ~~control as~~this ~~soon as the Company considers that the financial situation allows the Company to spend the limited resources to mitigate the weakness in control~~item.

~~There were~~ITEM no4. ~~material~~CONTROLS ~~changes~~AND in our internal control over financial reporting during the quarter ended August 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reportingPROCEDURES.

~~PART~~Under the supervision IIand with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. ~~OTHER~~Based ~~INFORMATION~~on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are not effective due to limited segregation of duties, lack of independent directors, and no written internal control procedure manual. The Company plans to address the weakness in control as soon as the Company considers that the financial situation allows the Company to spend the limited resources to mitigate the weakness in control.

~~ITEM~~There were no material ~~1. LEGAL~~changes ~~PROCEEDINGS~~in our internal control over financial reporting during the quarter ended November 30, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~We are~~PART ~~not~~II. ~~aware~~OTHER ~~of any pending or threatened litigation against us or our officers and director in their capacity as such.~~INFORMATION

ITEM 1A 1. ~~RISK~~ ~~FACTORS~~LEGAL PROCEEDINGS

We are anot ~~smaller~~aware ~~reporting~~of ~~company~~any aspending ~~defined~~or bythreatened litigation ~~Rule~~against ~~12b-2~~us ofor ~~the~~our ~~Securities~~officers ~~Exchange Act of 1934~~ and ~~are~~director ~~not~~in ~~required~~their tocapacity ~~provide the~~as ~~information under this item~~such.

ITEM 2 1A. ~~CHANGES~~ INRISK ~~SECURITIES AND USE OF PROCEEDS.~~FACTORS

~~There is~~We noare ~~change~~a insmaller ~~securities~~reporting incompany ~~the~~as defined ~~three~~by Rule 12b-~~month~~2 ~~period~~of ~~ended~~the ~~August~~Securities ~~31,~~Exchange ~~2015~~Act of 1934 and are not required to provide the information under this item.

ITEM 6 2. ~~EXHIBITS~~ CHANGES IN SECURITIES AND USE OF PROCEEDS.

Exhibit		Description
31.01		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

There is no change in securities in the three-month period ended November 30, 2015.

9ITEM 6. EXHIBITS

SIGNATURE

Exhibit		Description
31.01		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.01		Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~8

	CN Resources Inc.
Date: October 15, 2015	By:	/s/ Oliver Xing
		Oliver Xing
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and sole member of the Board of Directors

SIGNATURE

10Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CN Resources Inc.

Date: January 19, 2016	By:	/s/ Oliver Xing
		Oliver Xing
		President, Principal Executive Officer, Principal Accounting Officer, Principal Financial Officer, Secretary/Treasurer and sole member of the Board of Directors

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