UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended ~~March~~September 3130, 2010

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
	For the transition period from _______________ to _______________

Commission File Number 000-~~52348~~52346

Bering Growth Corporation

(Exact name of Registrant as specified in its charter)

Cayman Islands	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

c/o Nautilus Global Partners

700 Gemini, Suite 100, Houston, TX 77056

(Address of principal executive offices) (Zip Code)

(281) 488-3883

(Registrant’'s telephone number, including area code)

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

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

Large accelerated filer o	Accelerated filer o

Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in rule 12b-2 of the Exchange Act). YES [X] NO [__]

At ~~May~~November 1817, 2010 there were 998,275 shares of Registrant’'s ordinary shares outstanding.

GENERAL INDEX

		Page Number
	PART I. FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS	3
ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	1210
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1311
ITEM 4.	CONTROLS AND PROCEDURES	1311
	PART II. OTHER INFORMATION
ITEM 1.	LEGAL PROCEEDINGS	1311
ITEM 1.(A)	RISK FACTORS	1311
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES & USE OF PROCEEDS	1412
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	1412
ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS	1412
ITEM 5.	OTHER INFORMATION	1412
ITEM 6.	EXHIBITS	1412
	SIGNATURES	1412

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~FINANCIAL~~Bering ~~STATEMENTS~~Growth Corporation

~~Bering~~(A ~~Growth~~Development ~~Corporation~~Stage Company)

(ACondensed ~~Development~~Balance ~~Stage Company)~~Sheets

Condensed Balance Sheets

	September 30, 2010 (Unaudited)			June 30, 2010 (Audited)
ASSETS

CURRENT ASSETS
Cash and cash equivalents	$	1,422		$	1,426

Total assets	$	1,422		$	1,426

LIABILITIES AND SHAREHOLDERS' DEFICIT

CURRENT LIABILITIES
Payable to affiliate	$	12,876		$	12,044
Accounts payable		1,302			1,132

Total current liabilities		14,178			13,176

SHAREHOLDERS' DEFICIT

Preference shares, $0.000128 par value, 781,250 shares authorized, none issued and outstanding		--			--
Ordinary shares, $.000128 par value; 39,062,500 shares authorized;
998,275 shares issued and outstanding as of September 30, 2010 and June 30, 2010.		128			128
Additional paid in capital		6,597			6,597
Deficit accumulated during development stage		(19,481	)		(18,475	)
Total shareholders' deficit		(12,756	)		(11,750	)
Total liabilities and shareholders' deficit		1,422			1,426

	March 31,			June 30,
	2010			2009
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,426		$	1,426
Total assets	$	1,426		$	1,426
LIABILITIES AND SHAREHOLDERS’ DEFICIT
CURRENT LIABILITIES
Payable to affiliate	$		12,044	$	8,815
Accounts payable			733		1,154
Total current liabilities			12,777		9,969
SHAREHOLDERS’ DEFICIT
Preference shares, $0.000128 par value, 781,250 shares authorized, none issued and outstanding			--		--
Ordinary shares, $.000128 par value; 39,062,500 shares authorized;
998,275 shares issued and outstanding as of March 31, 2010 and June 30, 2009.			128		128
Additional paid in capital			6,597		6,597
Deficit accumulated during development stage			(18,076)		(15,268)
Total shareholders’ deficit			(11,351)		(8,543)
Total liabilities and shareholders’ deficit	$		1,426	$	1,426

See accompanying notes to condensed financial statements.

~~See accompanying notes to condensed financial statements.~~3

3Bering Growth Corporation

~~Bering~~(A ~~Growth~~Development ~~Corporation~~Stage Company)

(ACondensed ~~Development~~Statements ~~Stage~~of ~~Company)~~Operations

~~Condensed Statements of Operations~~(Unaudited)

(Unaudited)

	Three Months Ended September 30, 2010			Three Months Ended September 30, 2009			Cumulative During Development Stage (September 27, 2006 to September 30, 2010)

Revenues	$	--		$	--		$	--

Expenses
Formation, general and administrative expenses		1,006			276			19,481
Total operating expenses		1,006			276			19,481

Operating loss		(1,006	)		(276	)		(19,481	)

Income tax expense (benefit)		--			--			--

Net loss	$	(1,006	)	$	(276	)	$	(19,481	)

Basic and diluted loss per share	$	(0.00	)	$	(0.00	)	$	(0.02	)
Weighted average ordinary shares outstanding – basic and diluted		998,275			998,275		$	912,185

	Nine Months Ended March 31, 2010		Nine Months Ended March 31, 2009		Cumulative During Development Stage (September 27, 2006 to March 31, 2010)
Revenues	$	--	$	--	$	--
Expenses
Formation, general and administrative expenses		2,808		2,446		18,076
Total operating expenses		2,808		2,446		18,076
Operating loss		(2,808)		(2,446)		(18,076)
Income tax expense (benefit)		--		--		--
Net loss	$	(2,808)	$	(2,446)	$	(18,076)
Basic and diluted loss per share	$	(0.00)	$	(0.00)	$	(0.02)
Weighted average ordinary shares outstanding – basic and diluted		998,275		910,575	$	909,864

See accompanying notes to condensed financial statements.

~~See accompanying notes to condensed financial statements.~~4

4Bering Growth Corporation

~~Bering~~(A ~~Growth~~Development ~~Corporation~~Stage Company)

(ACondensed ~~Development~~Statements ~~Stage~~of ~~Company)~~Cash Flows

~~Condensed Statements of Operations~~(Unaudited)

(Unaudited)

	Three Months Ended September 30, 2010			Three Months Ended September 30, 2009			Cumulative During Development Stage (September 27, 2006 to September 30, 2010)
Cash flows from operating activities
Net loss	$	(1,006	)	$	(276	)	$	(19,481	)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued to Founder for payment of formation costs		--			--			110
Changes in operating assets and liabilities
Payable to affiliate		832			854			12,876
Accounts payable		170			(578	)		1,302
Net cash used in operating activities		(4	)		--			(5,193	)

Cash flows from investing activities		--			--			--
Net cash provided by investing activities		--			--			--

Cash flows from financing activities
Proceeds from issuance of ordinary shares		--			--			6,615
Net cash provided by financing activities		--			--			6,615

Net increase (decrease) in cash		(4	)		--			1,422

Cash at beginning of the period		1,426			1,426			--
Cash at end of the period	$	1,422		$	1,426		$	1,422

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

	Three Months Ended March 31, 2010		Three Months Ended March 31, 2009
Revenues	$	--	$	--
Expenses
Formation, general and administrative expenses		434		1,757
Total operating expenses		434		1,757
Operating loss		(434)		(1,757)
Income tax expense (benefit)		--		--
Net loss	$	(434)	$	(1,757)
Basic and diluted loss per share	$	(0.00)	$	(0.00)
Weighted average ordinary shares outstanding – basic and diluted		998,275		875,983

See accompanying notes to condensed financial statements.

~~See accompanying notes to condensed financial statements.~~5

5Bering Growth Corporation

~~Bering~~(A ~~Growth~~Development ~~Corporation~~Stage Company)

(ANOTES ~~Development~~TO ~~Stage~~CONDENSED ~~Company)~~FINANCIAL STATEMENTS

~~Condensed~~September ~~Statements~~30, ~~of Cash Flows~~ 2010

~~(Unaudited)~~NOTE 1 - Organization, Business and Operations

	Nine Months Ended March 31, 2010		Nine Months Ended March 31, 2009		Cumulative During Development Stage (September 27, 2006 to March 31, 2010)
Cash flows from operating activities
Net loss	$	(2,808)	$	(2,446)	$	(18,076)
Adjustments to reconcile net loss to cash used in operating activities:
Shares issued to Founder for payment of formation costs		--		--		110
Changes in operating assets and liabilities
Payable to affiliate		3,229		930		12,044
Accounts payable		(421)		(58)		733
Net cash used in operating activities		--		(1,574)		(5,189)
Cash flows from investing activities
Net cash provided by investing activities		--		--		--
Cash flows from financing activities
Proceeds from issuance of ordinary shares		--		6,615		6,615
Net cash provided by financing activities		--		6,615		6,615
Net increase in cash		--		5,041		1,426
Cash at beginning of the period		1,426		--		--
Cash at end of the period	$	1,426	$	5,041	$	1,426
Supplemental disclosures of cash flow information:
Interest paid	$	-	$	-	$	-
Income taxes paid	$	-	$	-	$	-

On September 27, 2006, Bering Growth Corporation (the "Company") was formed in the Cayman Islands with the objective to acquire, or merge with, an operating business. The Company's formation and administrative costs of $2,592 were financed through the issuance of 859,375 shares of ordinary shares at par value of $0.000128 per share for consideration of $110 together with a payable to the Founders of $2,482.

~~See~~At ~~accompanying~~September ~~notes~~30, 2010, the Company had not yet commenced operations. All activity from September 27, 2006 ("Date of Inception") through September 30, 2010 relates to ~~condensed~~the ~~financial~~Company's ~~statements~~formation. The Company selected June 30 as its fiscal year-end.

6The Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as "a development stage company" as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued "penny stock," as defined in Rule 3a51-1 under the Securities Exchange Act of 1934. Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity.

~~Bering~~The ~~Growth~~Company ~~Corporation~~was organized to acquire a target company or business seeking the perceived advantages of being a publicly-held company and, to a lesser extent, that desires to employ the Company's funds in its business. The Company's principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. The Company will not restrict its potential candidate target companies to any specific business, industry or geographical location. The analysis of new business opportunities will be undertaken by or under the supervision of the officers and directors of the Company.

(ANOTE ~~Development~~2 ~~Stage~~- ~~Company)~~Summary of Significant Accounting Policies

~~NOTES~~Interim TOfinancial ~~CONDENSED FINANCIAL STATEMENTS~~information

~~March~~The 31financial statements included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our Form 10-K, for the year ended June 30, 2010, filed with the Securities and Exchange Commission on October 13, 2010.

~~(Unaudited)~~Basis of Presentation

~~NOTE~~These 1financial -statements ~~Organization~~are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, ~~Business~~whereby revenues are recognized in the period earned and ~~Operations~~expenses when incurred. The Company also follows the accounting guidelines for accounting for and reporting in Development Stage Enterprise in preparing its financial statements.

On September 27, 2006, Bering Growth Corporation (the "Company") was formed in the Cayman Islands with the objective to acquire, or merge with, an operating business. The Company’s formation and administrative costs of $8,376 were financed through the issuance of 859,375 shares of ordinary shares at par value of $0.000128 per share together with a payable to the Founders of $8,266. 6

AtNOTE ~~March~~2 ~~31,~~- ~~2010,~~Summary ~~the~~of ~~Company~~Significant ~~had~~Accounting ~~not~~Policies ~~yet commenced operations. All activity from September 27, 2006~~ (~~“Date of Inception”~~Continued) ~~through March 31, 2010 relates to the Company’s formation. The Company selected June 30 as its fiscal year-end.~~

~~The~~Statement Company, based on its proposed business activities, is a "blank check" company. The Securities and Exchange Commission defines such a company as “a development stage company” as it either has no specific business plan or purpose, or has indicated that its business plan is to engage in a merger or acquisition with an unidentified company or companies, or other entity or person; and has issued ‘penny stock,’ as defined in Rule 3a51-1 under the Securities Exchange Act of ~~1934.~~Cash Many states have enacted statutes, rules and regulations limiting the sale of securities of "blank check" companies in their respective jurisdictions. Management does not intend to undertake any efforts to cause a market to develop in its securities, either debt or equity, until the Company concludes a business combination with an operating entity. Flows

~~The~~For ~~Company~~purposes ~~was~~of ~~organized to acquire a target company or business seeking~~ the ~~perceived~~statement ~~advantages~~ of ~~being~~cash ~~a publicly-held company and~~flows, towe aconsider ~~lesser~~all ~~extent,~~highly ~~that~~liquid ~~desires~~investments ~~to employ the Company’s funds in its business~~(i. ~~The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings~~e., ~~The~~investments ~~Company~~which, ~~will~~when ~~not restrict its potential candidate target companies to any specific business~~purchased, ~~industry~~have ororiginal ~~geographical~~maturities ~~location. The analysis~~ of ~~new~~three ~~business~~months ~~opportunities will be undertaken by~~ or ~~under~~less) ~~the~~to ~~supervision~~be ofcash ~~the officers and directors of the Company~~equivalents.

~~NOTE~~Use ~~2 - Summary~~ of ~~Significant Accounting Policies~~Estimates

~~Interim~~The preparation of financial ~~information~~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 and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

~~The~~Loss ~~financial~~Per ~~statements~~Ordinary included herein, which have not been audited pursuant to the rules and regulations of the Securities and Exchange Commission, reflect all adjustments which, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows for the interim periods on a basis consistent with the annual audited statements. All such adjustments are of a normal recurring nature. The results of operations for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for a full year. Certain information, accounting policies and footnote disclosures normally included in consolidated financial statements prepared in conformity with accounting principles generally accepted in the United States of America have been omitted pursuant to such rules and regulations, although we believe that the disclosures are adequate to make the information presented not misleading. These financial statements should be read in conjunction with our audited financial statements included in our Form 10-K, for the year ended June 30, 2009, filed with the Securities and Exchange Commission on October 8, 2009.Share

7Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.

~~NOTE~~At 2September -30 ~~Summary~~and ofJune ~~Significant~~30, ~~Accounting~~2010, ~~Policies~~there ~~(Continued)~~were no potentially dilutive ordinary shares outstanding.

~~Basis~~On March 1, 2008, the Company consolidated the authorized ordinary share capital of ~~Presentation~~the Company from 50,000,000 ordinary shares of $0.0001 par value each to 39,062,500 ordinary shares of $0.000128 par value each. This resulted in every shareholder as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share previously held. This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the consolidation took place as of the date of inception, September 27, 2006. On March 1, 2008, the Company also consolidated the authorized preference share capital of the Company from 1,000,000 preference shares of $0.0001 par value each to 781,250 preference shares of $0.000128 par value.

~~These~~Income financial statements are presented on the accrual basis of accounting in accordance with generally accepted accounting principles in the United State of America, whereby revenues are recognized in the period earned and expenses when incurred. The Company also follows the accounting guidelines for accounting for and reporting in Development Stage Enterprise in preparing its financial statements.Taxes

~~Statement~~Bering Growth Corporation was registered as an Exempted Company in the Cayman Islands, and therefore, is not subject to Cayman Island income taxes for 20 years from the Date of ~~Cash~~Inception. While ~~Flows~~the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States.

~~For~~The ~~purposes~~Company ofaccounts for income taxes using the ~~statement~~liability method whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and tax bases of ~~cash~~assets ~~flows,~~and weliabilities ~~consider~~and ~~all~~are ~~highly~~measured ~~liquid~~using ~~investments~~the ~~(i.e.,~~enacted ~~investments~~tax ~~which,~~rates and laws that will be in effect when ~~purchased,~~the ~~have~~differences ~~original~~are ~~maturities~~expected to reverse. In assessing the realization of ~~three~~deferred ~~months~~tax assets, management considers whether it is likely that some portion or ~~less)~~all toof the deferred tax assets will be ~~cash~~realized. The ~~equivalents~~ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.

~~Use~~Fair Value of ~~Estimates~~Financial Instruments

~~The~~Our ~~preparation of~~ financial ~~statements~~instruments inconsist ~~conformity with accounting principles generally accepted in the United States~~ of ~~America~~accounts ~~requires~~payable ~~management to make estimates~~ and ~~assumptions~~payables ~~that~~to ~~affect~~an ~~the~~affiliate. ~~reported~~We ~~amounts~~believe ~~of assets and liabilities and disclosure of contingent assets and liabilities at~~ the ~~date~~fair ofvalue ~~the financial statements and reported amounts~~ of ~~revenue~~our ~~and~~payables ~~expenses~~reflects ~~during~~their ~~the~~carrying ~~reporting period~~amounts. ~~Actual results could differ from those estimates.~~

~~Loss~~In ~~Per~~2007, ~~Ordinary~~the ~~Share~~FASB issued new guidance relating to the measurement and disclosure of financial assets and liabilities. This guidance established a framework for measuring fair value in GAAP and clarified the definition of fair value within that framework. This guidance does not require assets and liabilities that were previously recorded

Basic loss per ordinary share is based on the weighted effect of ordinary shares issued and outstanding, and is calculated by dividing net loss by the weighted average shares outstanding during the period. Diluted loss per ordinary share is calculated by dividing net loss by the weighted average number of ordinary shares used in the basic loss per share calculation plus the number of ordinary shares that would be issued assuming exercise or conversion of all potentially dilutive ordinary shares outstanding. The Company does not present diluted earnings per share for years in which it incurred net losses as the effect is antidilutive.7

AtNOTE ~~March~~2 ~~31,~~- ~~2010~~Summary ~~and~~of ~~December~~Significant ~~31,~~Accounting ~~2009,~~Policies ~~there were no potentially dilutive ordinary shares outstanding.~~(Continued)

OnFair ~~March~~Value ~~1, 2008, the Company consolidated the authorized ordinary share capital~~ of ~~the~~Financial ~~Company~~Instruments from 50,000,000 ordinary shares of $0.0001 par value each to 39,062,500 ordinary shares of $0.000128 par value each. This resulted in every shareholder as of March 1, 2008 receiving 0.78125 ordinary shares for every ordinary share previously held. This was treated as a stock split for U.S. GAAP purposes, and all share and per share data is presented as if the consolidation took place as of the date of inception, September 27, 2006. On March 1, 2008, the Company also consolidated the authorized preference share capital of the Company from 1,000,000 preference shares of $0.0001 par value each to 781,250 preference shares of $0.000128 par value. (continued)

~~Income~~at ~~Taxes~~cost to be recorded at fair value or for assets and liabilities that are already required to be disclosed at fair value, This guidance introduced, or reiterated, a number of key concepts which form the foundation of the fair value measurement approach to be used for financial reporting purposes. The fair value of the Company's financial instruments reflects the amounts that the Company estimates to receive in connection with the sale of an asset or paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price). This guidance also established a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:

~~Bering~~Level ~~Growth~~1 ~~Corporation~~- ~~was~~quoted ~~registered~~prices ~~as an Exempted Company~~ in ~~the~~active ~~Cayman~~markets ~~Islands, and therefore, is not subject to Cayman Island income taxes~~ for 20identical ~~years~~assets ~~from~~and ~~the Date of Inception~~liabilities. While the Company has no intention of conducting any business activities in the United States, the Company would be subject to United States income taxes based on such activities that would occur in the United States.

~~The~~Level ~~Company~~2 ~~accounts~~- ~~for~~observable ~~income~~inputs ~~taxes~~other ~~using~~than ~~the~~quoted ~~liability~~prices ~~method~~in ~~whereby~~active ~~deferred~~markets ~~tax~~for ~~asset~~identical ~~and liability account balances are determined based on differences between financial reporting and tax bases of~~ assets and liabilities ~~and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse~~. In assessing the realization of deferred tax assets, management considers whether it is likely that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during periods in which those temporary differences become deductible.

8Level 3 - unobservable inputs.

~~NOTE~~The 2adoption -of ~~Summary~~this guidance did not have an effect on the Company's financial condition or results of ~~Significant~~operations, ~~Accounting~~but ~~Policies~~this guidance introduced new disclosures about how we value certain assets and liabilities. Much of the disclosure is focused on the inputs used to measure fair value, particularly in instances where the measurement uses significant unobservable (~~Continued~~Level 3) inputs. As of September 30, 2010 and June 30, 2010, the Company did not have financial assets or liabilities that would require measurement on a recurring basis based on this guidance.

~~Fair~~Recently ~~Value~~Issued ofAccounting ~~Financial Instruments~~Pronouncements

~~Our~~In ~~financial~~October ~~instruments~~2009, ~~consist~~the ofFASB ~~accounts~~issued ~~payable~~amendments to the accounting and ~~payables~~disclosure tofor anrevenue ~~affiliate~~recognition. WeThese ~~believe~~amendments, effective for fiscal years beginning on or after June 15, 2010 (early adoption is permitted), modify the ~~fair~~criteria ~~value~~for recognizing revenue in multiple element arrangements and the scope of ~~our~~what ~~payables~~constitutes ~~reflects~~a ~~their~~non-software ~~carrying~~deliverable. ~~amounts~~The Company is currently assessing the impact (if any) on its financial position and results of operations.

InOther ~~2007,~~accounting ~~the~~standards ~~FASB~~that ~~issued~~have ~~new~~been ~~guidance~~issued ~~relating~~or toproposed ~~the~~by ~~measurement and disclosure of financial assets and liabilities. This guidance established a framework for measuring fair value in GAAP and clarified~~ the ~~definition~~FASB ~~of fair value within that framework. This guidance does not require assets and liabilities that were previously recorded at cost to be recorded at fair value~~ or ~~for~~other ~~assets~~standards-setting ~~and~~bodies ~~liabilities that~~ are ~~already~~not ~~required~~expected to behave ~~disclosed at fair value, This guidance introduced, or reiterated,~~ a ~~number~~material ofimpact ~~key~~on ~~concepts which form~~ the ~~foundation of the fair value measurement approach to be used for financial reporting purposes. The fair value of the~~ Company’'s financial ~~instruments~~position, ~~reflects~~results ~~the amounts that the Company estimates to receive in connection with the sale~~ of anoperations ~~asset~~and orcash ~~paid in connection with the transfer of a liability in an orderly transaction between market participants at the measurement date (exit price)~~flows. ~~This guidance also established a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into the following three levels:~~

~~Level~~NOTE ~~1—quoted~~3 ~~prices~~- inLiquidity ~~active markets for identical assets~~ and ~~liabilities.~~Capital Resources

~~Level~~The ~~2—observable~~Company ~~inputs~~has ~~other~~no ~~than~~revenues ~~quoted~~for ~~prices~~the inperiod ~~active~~from ~~markets~~inception (September 27, 2006) through September 30, 2010, and does not intend to realize revenues until the consummation of a merger with an operating entity. The Company's principal business objective for ~~identical~~the ~~assets~~next 12 months and ~~liabilities~~beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. There can be no assurance that the Company will ever consummate the business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities primarily through issuances of its ordinary shares and a payable to affiliate.

~~Level~~NOTE ~~3—unobservable~~4 ~~inputs.~~- Payable to Affiliate and Accounts Payable

The ~~adoption~~Company ofhad ~~this~~a ~~guidance~~payable ~~did~~to ~~not~~affiliate ~~have~~of an$12,876 ~~effect~~and on$12,044 ~~the~~to ~~Company’s~~a ~~financial~~Founder ~~condition~~of orthe ~~results~~Company as of ~~operations,~~September ~~but~~30 ~~this~~and ~~guidance~~June ~~introduced~~30, ~~new~~2010, ~~disclosures~~respectively. The ~~about~~payable ~~how~~is wenon-interest ~~value~~bearing ~~certain~~and ~~assets~~payable ~~and~~on ~~liabilities~~demand. The ~~Much~~Company ofalso ~~the~~had ~~disclosure~~accounts ispayable ~~focused~~related onto the ~~inputs~~formation ~~used~~of tothe ~~measure~~Company ~~fair~~and ~~value,~~general ~~particularly~~and inadministrative ~~instances~~expenses ~~where~~of ~~the~~$1,302 ~~measurement~~and ~~uses~~$1,132 ~~significant~~as ~~unobservable (Level 3) inputs. As~~ of ~~March~~September ~~31,~~30 ~~2010~~ and June 30, ~~2009~~2010, ~~the Company did not have financial assets or liabilities that would require measurement on a recurring basis based on this guidance~~respectively.

~~Recently Issued Accounting Pronouncements~~8

InNOTE ~~December 2007,~~5 the FASB issued SFAS No. 141(revised 2007), Business Combinations, (ASC 805, Business Combinations) “ASC 805”, which replaces SFAS No. 141. ASC 805 establishes principles and requirements for recognition and measurement of assets, liabilities and any noncontrolling interest acquired due to a business combination. ASC 805 expands the definitions of a business and a business combination, resulting in an increased number of transactions or other events that will qualify as business combinations. Under ASC 805 the entity that acquires the business (the “acquirer”) will record 100 percent of all assets and liabilities of the acquired business, including goodwill, generally at their fair values. As such, an acquirer will not be permitted to recognize the allowance for loan losses of the acquiree. ASC 805 requires the acquirer to recognize goodwill as of the acquisition date, measured as a residual. In most business combinations, goodwill will be recognized to the extent that the consideration transferred plus the fair value of any noncontrolling interests in the acquiree at the acquisition date exceeds the fair values of the identifiable net assets acquired. Under ASC 805, acquisition-~~related~~ ~~transaction~~Ordinary and restructuring costs will be expensed as incurred rather than treated as part of the cost of the acquisition and included in the amount recorded for assets acquired. ASC 805 is effective for fiscal years beginning after December 15, 2008. The adoption of ASC 805 on July 1, 2009, had no effect on the Company’s financial statements. Shares

9On September 27, 2006, the Company was formed with 859,375 shares of its restricted ordinary shares issued at par value of $0.000128 per share, for consideration of $110 to its founding shareholders. The stock, along with a payable issued to a Founder of $2,482, were the basis of the funding of the Company's formation costs. On December 21, 2008, the Company sold 138,900 shares of its restricted ordinary shares for $6,615. The restricted ordinary shares were sold to approximately 450 offshore private investors pursuant to a Private Placement Offering in lots of 300 shares each at approximately $0.05 per share. No underwriting discounts or commissions were paid with respect to such sales.

NOTE 26 - ~~Summary~~Preference ~~of Significant Accounting Policies (continued)~~Shares

~~Recently~~The ~~Issued~~Company ~~Accounting~~is ~~Pronouncements~~authorized ~~(continued)~~to issue 781,250 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2010, there were no preference shares issued or outstanding.

InNOTE ~~May~~7 ~~2009,~~- ~~the~~Commitments ~~FASB issued SFAS No. 165, Subsequent Events (ASC 855, Subsequent Events) “ASC 855”. ACS 855 establishes general standards of accounting for~~ and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, ASC 855 provides (a) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (b) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (c) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. ASC 855 is effective for interim or annual financial periods ending after June 15, 2009, and shall be applied prospectively. The Company adopted ASC 855 in the second quarter of 2009. The adoption did not materially impact the Company. We considered all subsequent events through May 18, 2010, the date the financial statements were available to be issued. Contingencies

InThe ~~June~~Company ~~2009,~~may ~~FASB~~become ~~issued~~subject ~~SFAS~~to ~~No.168,~~various ~~FASB~~claims ~~Accounting Standards Codification TM~~ and ~~the~~litigation. The ~~Hierarchy~~Company ofvigorously ~~Generally~~defends ~~Accepted~~its ~~Accounting~~legal ~~Principles—a~~position ~~replacement~~when ofthese ~~FASB~~matters ~~Statement No~~arise. ~~162~~ The ~~(ASC~~Company ~~105,~~is ~~Generally~~neither ~~Accepted~~a ~~Accounting~~party ~~Principles) “ASC 105”~~to, ~~which~~nor ~~states that~~ the ~~FASB~~subject ~~Accounting Standards CodificationTM (Codification) will become the source~~ of, ~~authoritative~~any ~~U.S.~~material ~~generally~~pending ~~accepted~~legal ~~accounting~~proceeding ~~principles~~nor ~~(GAAP) recognized by the FASB~~ to ~~be applied by nongovernmental entities. On~~ the ~~effective~~knowledge ~~date~~ of ~~this Statement,~~ the Codification will supersede all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification will become non-authoritative. ASC 105 is effective for financial statements issued for interim and annual periods ending after September 15Company, ~~2009.~~are ~~The~~any ~~codification~~such islegal ~~effective~~proceedings ~~for~~threatened ~~these~~against ~~third quarter financial statements and~~ the ~~principal impact is limited to disclosures as all future references to authoritative literature will be reference in accordance with the codification~~Company.

InNOTE ~~August~~8 ~~2009, the FASB issued Accounting Standards Update (“ASU”) No. 2009-05, Fair Value Measurements and Disclosures (Topic 820)~~ – ~~Measuring~~Subsequent Liabilities at Fair Value. This ASU provides amendments for fair value measurements of liabilities. It provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, a reporting entity is required to measure fair value using one or more techniques. ASU 2009-05 also clarifies that when estimating a fair value of a liability, a reporting entity is not required to include a separate input or adjustment to other inputs relating to the existence of a restriction that prevents the transfer of the liability. ASU 2009-05 is effective for the first reporting period (including interim periods) beginning after issuance or fourth quarter 2009. The implementation of the fair value guidance for nonfinancial assets and nonfinancial liabilities, effective October 1, 2009, did not have a material impact on our financial position and results of operations.Events

InThe ~~October~~Company ~~2009,~~considered ~~the~~all ~~FASB~~subsequent ~~issued~~events ~~amendments~~through toNovember ~~the accounting and disclosure for revenue recognition. These amendments~~17, ~~effective for fiscal years beginning on or after June 15,~~ 2010 ~~(early adoption is permitted)~~, ~~modify~~ the ~~criteria~~date ~~for recognizing revenue in multiple element arrangements and~~ the ~~scope of what constitutes a non-software deliverable. The Company is currently assessing the impact (if any) on its~~ financial ~~position~~statements ~~and~~were ~~results~~available ofto ~~operations.~~be issued.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations and cash flows. 9

~~NOTE~~ITEM 32. -MANAGEMENT'S ~~Liquidity~~DISCUSSION ~~and~~AND ~~Capital~~ANALYSIS ~~Resources~~OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~The~~Disclosure ~~Company~~Regarding ~~has~~Forward noLooking revenues for the period from inception (September 27, 2006) through March 31, 2010, and does not intend to realize revenues until the consummation of a merger with an operating entity. The Company’s principal business objective for the next 12 months and beyond will be to achieve long-term growth potential through a business combination rather than short-term earnings. There can be no assurance that the Company will ever consummate the business combination; achieve or sustain profitability or positive cash flows from its operations, reduce expenses or sell ordinary shares. To date, the Company has funded its formation activities Statements

Statements, other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

~~primarily~~When ~~through~~used ~~issuances~~in ofthis ~~its~~Form ~~ordinary~~10-Q, ~~shares~~the words, "expect," "anticipate," "intend," "plan," "believe," "seek," "estimate" and asimilar ~~payable~~expressions are intended to ~~affiliate~~identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

~~NOTE 4 - Payable to Affiliate and Accounts Payable~~General

~~The~~Bering Growth Corporation ("we," "us," or the "Company") ~~had~~is a ~~payable~~development tostage ~~affiliate~~company formed solely for the purpose of ~~$12,044~~identifying and ~~$8,815~~entering tointo a ~~Founder~~business ofcombination ~~the~~with ~~Company~~a asprivately ofheld ~~March~~business 31or company, ~~2010~~domiciled and ~~June~~operating ~~30,~~in ~~2009,~~an ~~respectively. The~~emerging ~~payable~~market that is ~~non-interest~~seeking ~~bearing~~the ~~and~~advantages ~~payable~~of being a publicly held corporation whose stock is eventually traded on ~~demand. The~~a ~~Company~~major ~~also~~United ~~had~~States ~~accounts~~stock ~~payable~~exchange. We ~~related~~intend to ~~the~~focus ~~formation~~on oftargets ~~the~~located ~~Company~~primarily in Asia, South America and ~~general~~Eastern Europe, as we believe that businesses with operating history and ~~administrative~~growth ~~expenses~~potential ofin ~~$733~~these locations would benefit significantly from access to the United States capital markets and ~~$1,154~~may asoffer the potential of ~~March~~capital ~~31,~~appreciation ~~2010~~stemming ~~and~~from ~~June~~the ~~30,~~economic ~~2009,~~growth ~~respectively~~in such emerging markets.

~~NOTE~~Plan 5of ~~- Ordinary Shares~~Operation

OnWe ~~September~~have ~~27,~~not ~~2006,~~engaged ~~the~~in ~~Company~~any ~~was~~business ~~formed~~activities ~~with~~that ~~859,375~~generate ~~shares~~revenue. Our ofactivities ~~its~~to ~~restricted~~date ~~ordinary~~have ~~shares~~been ~~issued~~primarily atfocused ~~par~~upon ~~value~~our offormation $0and raising capital.~~000128~~ We ~~per~~have ~~share,~~conducted ~~for~~private ~~consideration~~offerings of ~~$110~~our toordinary ~~its founding shareholders. The stock~~shares, ~~along~~the ~~with~~proceeds ~~a payable issued to a Founder~~ of ~~$2,482,~~which ~~were~~we ~~the~~intend ~~basis~~to ofuse ~~the~~for ~~funding~~payment of ~~the~~costs ~~Company’s~~associated with formation, ~~costs. On~~accounting ~~December~~and 21auditing fees, ~~2008~~legal fees, ~~the~~and ~~Company~~costs ~~sold~~associated ~~138,900~~with ~~shares~~identifying ofacquisition ~~its~~targets ~~restricted~~and ~~ordinary~~completing ~~shares~~necessary ~~for~~due ~~$6,615~~diligence. In ~~The~~addition, ~~restricted~~we ~~ordinary~~expect ~~shares~~to ~~were~~incur ~~sold~~costs related to ~~approximately~~filing ~~450~~periodic ~~offshore~~reports ~~private~~with ~~investors~~the ~~pursuant~~Securities toand aExchange ~~Private~~Commission. We ~~Placement~~believe ~~Offering~~we inwill ~~lots~~be ofable ~~300~~to ~~shares~~meet ~~each~~these costs for at ~~approximately~~least ~~$0.05~~the ~~per~~next ~~share. No~~12 ~~underwriting~~months ~~discounts~~by orobtaining ~~commissions~~loans ~~were~~from ~~paid~~our ~~with~~shareholders, ~~respect~~management toor ~~such~~other ~~sales~~investors.

~~NOTE~~We 6may -consider ~~Preference~~a ~~Shares~~business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.

The Company is authorized to issue 781,250 shares of preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2010, there were no preference shares issued or outstanding.10

~~NOTE~~Comparison 7of -the ~~Commitments~~three months ended September 30, 2010 and ~~Contingencies~~2009

~~The~~Because ~~Company~~we ~~may~~currently ~~become~~do ~~subject~~not tohave ~~various~~any ~~claims~~business ~~and~~operations, ~~litigation. The~~we ~~Company~~have ~~vigorously~~not ~~defends~~had ~~its~~any ~~legal~~revenues ~~position~~during ~~when~~the ~~these~~three ~~matters~~months ~~arise. The~~ended ~~Company~~September is30, ~~neither~~2010 aand ~~party~~2009. ~~to,~~Total ~~nor~~expenses for the ~~subject~~three ofmonths ended September 30, ~~any~~2010 ~~material~~were ~~pending~~$1,006 ~~legal~~compared ~~proceeding~~with ~~nor~~$276 tofor the ~~knowledge~~three ofmonths ~~the~~ended ~~Company~~September 30, ~~are~~2009. ~~any~~The ~~such~~increase ~~legal~~was ~~proceedings~~primarily ~~threatened~~caused ~~against~~by the ~~Company~~timing of audit and filing fees.

~~NOTE~~Liquidity 8and –Capital ~~Subsequent Events~~Resources

As of September 30, 2010, we had cash and cash equivalents of $1,422 and current liabilities of $12,876 to a related party and $1,302 to unrelated parties. The Company ~~considered~~is ~~all~~actively ~~subsequent~~pursuing ~~events~~merger ~~through~~opportunities ~~May~~as ~~18,~~described ~~2010~~in the "General" Section of Management's Discussion and Analysis, and believes that it will be able to fund necessary expenses through the ~~date~~continued funding from its founding shareholders in the ~~financial~~form ~~statements~~of ~~were~~payables, ~~available~~but tomay beseek ~~issued~~additional financing in connection with a potential business combination or if it otherwise requires additional funds.

11Off-Balance Sheet Arrangements

~~ITEM~~We 2do not have any significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

~~MANAGEMENT’S~~ITEM ~~DISCUSSION~~3. QUANTITATIVE AND ~~ANALYSIS~~QUALITATIVE OFDISCLOSURES ~~FINANCIAL~~ABOUT ~~CONDITION~~MARKET ~~AND RESULTS OF OPERATIONS~~RISK

~~Disclosure~~Not ~~Regarding Forward Looking Statements~~applicable.

~~Statements,~~ITEM other than historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act")4. ~~Although~~ CONTROLS weAND believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, including, but not limited to; the effect of existing and future laws, governmental regulations and the political and economic climate of the United States; the effect of derivative activities; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.PROCEDURES

~~When~~Evaluation ~~used~~of Disclosure Controls and Procedures. Our Chief Executive and Financial Officer has reviewed and evaluated the effectiveness of our disclosure controls and procedures (as defined in ~~this~~Exchange ~~Form~~Act 10Rules 240.13a-Q,15(e) or 15d-15(e)) as of the ~~words,~~end ~~"expect,"~~of ~~"anticipate,"~~the ~~"intend,"~~period ~~"plan,"~~covered ~~"believe,"~~by ~~"seek~~this report. Based on that evaluation," ~~"estimate"~~the Chief Executive and ~~similar~~Financial ~~expressions~~Officer ~~are~~has ~~intended~~concluded tothat ~~identify~~our ~~forward-looking~~current ~~statements,~~disclosure ~~although~~controls ~~not~~and ~~all~~procedures ~~forward-looking~~provide ~~statements~~him ~~contain~~with ~~these~~reasonable ~~identifying~~assurance ~~words.~~that ~~Because~~they ~~these~~are ~~forward-looking~~effective ~~statements~~to ~~involve~~provide ~~risks~~him ~~and~~with ~~uncertainties,~~timely ~~actual~~material ~~results~~information ~~could~~relating ~~differ~~to ~~materially~~us ~~from~~required ~~those~~to ~~expressed~~be ordisclosed ~~implied~~in bythe ~~these~~reports ~~forward-looking~~we ~~statements~~file ~~for~~or asubmit ~~number~~under ofthe ~~important~~Exchange ~~reasons~~Act.

~~General~~Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Bering~~PART ~~Growth~~II ~~Corporation~~- ~~(“we,”~~OTHER “us,” or the “Company”) is a development stage company formed solely for the purpose of identifying and entering into a business combination with a privately held business or company, domiciled and operating in an emerging market that is seeking the advantages of being a publicly held corporation whose stock is eventually traded on a major United States stock exchange. We intend to focus on targets located primarily in Asia, South America and Eastern Europe, as we believe that businesses with operating history and growth potential in these locations would benefit significantly from access to the United States capital markets and may offer the potential of capital appreciation stemming from the economic growth in such emerging markets.INFORMATION

~~Plan~~ITEM of1. ~~Operation~~LEGAL PROCEEDINGS.

~~We have not engaged in any business activities that generate revenue~~None. Our activities to date have been primarily focused upon our formation and raising capital. We have conducted private offerings of our ordinary shares, the proceeds of which we intend to use for payment of costs associated with formation, accounting and auditing fees, legal fees, and costs associated with identifying acquisition targets and completing necessary due diligence. In addition, we expect to incur costs related to filing periodic reports with the Securities and Exchange Commission. We believe we will be able to meet these costs for at least the next 12 months by obtaining loans from our shareholders, management or other investors.

WeITEM may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital1A. InRISK the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offeringFACTORS.

12There have been no material changes to the risk factors previously disclosed under Item 1A of the Company's Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 13, 2010.

~~Comparison of the nine months ended March 31, 2010 and 2009~~ 11

~~Because~~ITEM ~~we currently do not have any business operations, we have not had any revenues during the nine months ended March 31, 2010 and 2009~~2. ~~Total~~UNREGISTERED ~~expenses~~SALES ~~for~~OF ~~the~~EQUITY ~~nine~~SECURITIES ~~months~~AND ~~ended~~USE ~~March~~OF ~~31, 2010 were $2,808 compared with $2,446 for the nine months ended March 31, 2009.~~ PROCEEDS

~~Comparison of the three months ended March 31, 2010 and 2009~~None.

~~Because~~ITEM ~~we currently do not have any business operations, we have not had any revenues during the three months ended March 31, 2010 and 2009~~3. ~~Total~~DEFAULTS ~~expenses~~UPON ~~for~~SENIOR ~~the three months ended March 31, 2010 were $2,098 compared with $1,757 for the nine months ended March 31, 2009~~SECURITIES.

~~Liquidity and Capital Resources~~None.

AsITEM ~~of March 31, 2010, we had cash and cash equivalents of $1,426 and current liabilities of $12,044 to a related party and $733 to unrelated parties~~4. ~~The~~ ~~Company~~SUBMISSION isOF ~~actively~~MATTERS ~~pursuing~~TO ~~merger~~A ~~opportunities~~VOTE asOF ~~described~~SECURITY in the “General” Section of Management’s Discussion and Analysis, and believes that it will be able to fund necessary expenses through the continued funding from its founding shareholders in the form of payables, but may seek additional financing in connection with a potential business combination or if it otherwise requires additional fundsHOLDERS.

~~Off-Balance Sheet Arrangements~~ None.

We ITEM do5. ~~not~~OTHER have any significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future material effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resourcesINFORMATION.

~~ITEM 3~~None.

~~QUANTITATIVE~~ITEM ~~AND~~6. ~~QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~EXHIBITS.

~~Not applicable.~~Exhibit

~~ITEM 4.~~Number Description

~~CONTROLS~~31 ~~AND~~Certification ~~PROCEDURES~~of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

~~Evaluation~~32 Certification of ~~Disclosure~~Principal ~~Controls and Procedures. Our Chief~~ Executive ~~and Financial~~ Officer ~~has reviewed~~ and ~~evaluated~~Principal ~~the~~Financial ~~effectiveness~~Officer ofpursuant ~~our~~to ~~disclosure~~18 ~~controls and procedures (as defined in Exchange Act Rules 240~~U.~~13a-15(e) or 15d-15(e)) as of the end of the period covered by this report~~S. ~~Based~~C. onSection ~~that evaluation~~1350, ~~the~~as ~~Chief~~adopted ~~Executive~~pursuant ~~and Financial Officer has concluded that our current disclosure controls and procedures provide him with reasonable assurance that they are effective~~ to ~~provide~~Section ~~him~~906 ~~with~~of ~~timely material information relating to us required to be disclosed in~~ the ~~reports~~Sarbanes-Oxley weAct ~~file~~of ~~or submit under the Exchange Act~~2002.

Changes in Internal Control over Financial Reporting. There has been no change in our internal control over financial reporting during the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.SIGNATURES

~~PART~~Pursuant IIto -the ~~OTHER~~requirements ~~INFORMATION~~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.

ITEM 1. LEGAL PROCEEDINGS.

Date: November 17, 2010	BERING GROWTH CORPORATION


	By: /s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director

None.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors previously disclosed under Item 1A of the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on October 8, 2009.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Exhibit Number

Description

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities and Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURES

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

Date: May 18, 2010	BERING GROWTH CORPORATION
	By:	/s/ Joseph Rozelle
	Name: Joseph Rozelle
	Title: President, Chief Financial Officer and Director

Filing Compare · Bering Growth CORP