SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the three month period ended August 31, 2013

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 333-167001

Success Exploration & Resources, Inc.

(Exact name of Small Business Issuer as Specified in its Charter)

Nevada 98-0232244

(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)



220 Congress Park Drive, Suite 301, Delray Beach, Florida 33445
(Address of registrant's principal executive offices)

Tel: (561) 270-3433

(Issuer’s Telephone Number, Including Area Code)

21 Souriquouis Street, Chatham Ontario Canada N7M 2T1

(Former name or former address, if changed since last report)

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 past 90 days.

Yes [ X ] No [ ]

Indicate by check mark whether the Issuer is a shell company (as defined by Rule 12b-2 of the Exchange Act).

Yes [ X ] No [ ]

State the number of shares outstanding of each of the Issuers classes of common equity, as of the latest practicable date:

Common, $.001 par value per share: 4,521,000 outstanding as of October 15, 2013.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS.

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

ITEM 4.

CONTROLS AND PROCEDURES.

ITEM 4T.

CONTROLS AND PROCEDURES.

PART II - OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES.

ITEM 4.

MINE SAFETY DISCLOSURES.

PART I - FINANCIAL INFORMATION

Item 1.

Financial Statements.

Success Exploration & Resources, Inc.

FINANCIAL STATEMENTS

For the Three Months Ended August 31, 2013

INDEX TO FINANCIAL STATEMENTS




Balance Sheets	Page	4
Statements of Operations	Page	5
Statements of Cash Flows	Page	6
Notes to the Financial Statements	Page	7-10


SUCCESS EXPLORATION & RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
BALANCE SHEETS
	(UNAUDITED)

						August 31,	May 31,
						2013	2013
ASSETS

Current assets:
	Cash					$ -	$ 8,711
		Total current assets				-	8,711

				Total assets		$ -	$ 8,711

	LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities:

	Accounts payable					$ 2,500	$ 2,529
	Note payable - related party					56,000	56,090
	Accrued interest					280	-
				Total current liabilities		58,780	58,619

				Total liabilities		58,780	58,619


Stockholders' deficit:
	Preferred stock, 5,000,000 shares authorized; $0.001 par value, no shares issued and outstanding at August 31, 2013 and May 31, 2013					-	-
	Common stock, 70,000,000 shares authorized; $0.001 par value, 4,521,000 shares issued and outstanding at August 31, 2013 and May 31, 2013					4,521	4,521
	Additional paid-in capital					78,114	78,114
	Deficit accumulated during development stage					(141,415)	(132,543)
			Total stockholders' deficit			(58,780)	(49,908)

					Total liabilities and stockholders' deficit	$ -	$ 8,711

See accompanying notes to the financial statements.


SUCCESS EXPLORATION & RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF OPERATIONS
	(UNAUDITED)



					Inception
					(November 29,
			For the Three Months Ended		2005) to
			August 31,		August 31,
			2013	2012	2013

Revenue			$ -	$ -	$ -

Operating Expenses:
	Professional fees		-	9,000	103,870
	General and administrative		8,592	1,696	38,591
		Total Operating Expenses	8,592	10,696	142,461

NET LOSS FROM OPERATIONS			(8,592)	(10,696)	(142,461)

Other income (expense):
	Interest income		-	-	1,326
	Interest expense		(280)	-	(280)
		Total Other Income (expense)	(280)	-	1,046


NET LOSS			$ (8,872)	$ (10,696)	$ (141,415)

PER SHARE DATA:

	Basic loss per common share		$ (0.00)	$ (0.00)

	Weighted average number of
	common shares outstanding: basic		4,521,000	4,521,000

See accompanying notes to the financial statements.


SUCCESS EXPLORATION & RESOURCES, INC.
(AN EXPLORATION STAGE COMPANY)
STATEMENTS OF CASH FLOWS
UNAUDITED

						Inception
						(November 29,
				For the Three Months Ended		2005) to
				August 31,		August 31,
				2013	2012	2013

CASH FLOWS FROM OPERATING ACTIVITIES
	Net loss			$ (8,872)	$ (10,696)	$ (141,415)
	Changes in operating assets and liabilities:
		Increase (decrease) in accounts payable		(29)	2,000	2,500
		Increase in accrued interest		280	-	280

			Net cash used in operating activities	(8,621)	(8,696)	(138,635)

CASH FLOWS FROM FINANCING ACTIVITIES
	Proceeds from notes payable			-	8,696	86,090
	Payments on notes payable			(90)	-	(30,090)
	Proceeds from sale of common stock			-	-	82,635

		Net cash (used by) provided by financing activities		(90)	8,696	138,635

NET CHANGE IN CASH				(8,711)	-	-
CASH AT BEGINNING OF PERIOD				8,711	38,711	-
CASH AT END OF PERIOD				$ 8,711	$ 38,711	$ -


Supplemental cash flow disclosures
	Cash paid for interest			$ -	$ -	$ -
	Cash paid for income taxes			$ -	$ -	$ -


See accompanying notes to the financial statements.

SUCCESS EXPLORATION & RESOURCES, INC.

(AN EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2013

(unaudited)

NOTE 1 – BASIS OF PRESENTATION

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended May 31, 2013 and for the period from Inception (November 29, 2005) to May 31, 2013 and notes thereto included in the Company’s Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim period are not indicative of annual results.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of operations

The Company is currently seeking, and has accelerated its efforts, to evaluate and acquire operational businesses or business units in emerging markets on which to base the Company’s future business activities. Management is actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for the Company’s securities. The Company has not realized any revenues as of yet from its plan of operations.

On July 30, 2013, the executive officers and directors of the Company entered into a Stock Purchase Agreement. Under the terms of the agreement, an entity acquired 2,751,000 shares of the Company’s common stock, representing approximately 61% of the Company’s outstanding common stock, from the executive officers and directors of the Company. As a provision of this transaction and change of control, the executive officers and directors of the Company resigned and an individual was appointed an officer and director of the Company.

Following the change of control, the Company remains a “shell company” as that term is defined in the Exchange Act and management is accelerating efforts to acquire a business or assets on which to base the Company’s future business activities. Management is actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for the Company’s securities.

Cash and cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. As of August 31, 2013 and May 31, 2013, there are no cash equivalents.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of August 31, 2013 and May 31, 2013. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Recent pronouncements

The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.

Earnings per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

NOTE 3 – GOING CONCERN

The Company’s financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, the Company has not commenced its planned principal operations and it has not generated significant revenues. As shown on the accompanying financial statements, the Company has incurred a net loss of $141,415 for the period from inception (November 29, 2005) to August 31, 2013. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its business opportunities.

In order to obtain the necessary capital, the Company may seek equity and/or debt financing. If the financing does not provide sufficient capital, shareholders of the Company have agreed to provide sufficient funds as a loan over the next twelve-month period. However, there are no formal agreements obliging any shareholder, officer or director to provide such funds and there is no assurance that they will do so. The Company is dependent upon its ability to secure equity and/or debt financing and there are no assurances that the Company will be successful. Without sufficient financing, it is unlikely for the Company to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company is authorized to issue 5,000,000 preferred shares and 70,000,000 common shares each with a par value of $0.001 per share.

On May 18, 2007, the Company affected a 6-for-1 forward stock split of its $0.001 par value common stock.

All share and per share amounts have been retroactively restated to reflect the split discussed above.

For the three months ended August 31, 2013 and 2012, there have been no other issuances of common stock.

NOTE 5 – WARRANTS AND OPTIONS

As of August 31, 2013, there were no warrants or options outstanding to acquire any additional shares of common stock.

NOTE 6 – RELATED PARTY TRANSACTIONS

Office space and services were provided without charge by an officer and director of the Company through the change of control on July 30, 2013. Such costs were immaterial to the financial statements and, accordingly, have not been reflected therein. Subsequent to July 30, 2013, Secured Income Reserve, Inc., a related party, is providing office space to the Company for no consideration. Ilona A. Mandelbaum is the managing partner of HSC Holdings LLC, the majority shareholder of the issuer; Ms. Mandelbaum is also the majority shareholder of Secured Income Reserve, Inc. In the future, the Company expects to enter into a sublease or similar agreement with this affiliate upon financial terms and other conditions to be determined.

Prior to June 1, 2013, Mr. Long, a former officer and director of the Company, had loaned the Company an aggregate amount of $56,090. This loan bore no interest and was due upon demand. On July 30, 2013, in connection with the change of control of the Company, Mr. Long sold his debt to HSC Holdings LLC pursuant to a Debt Exchange Agreement with HSC Holdings LLC the Company's majority shareholder in which Mr. Long’s note was exchanged for a promissory note in the principal amount of $56,000 with HSC Holdings LLC. The note is due December 31, 2013, bears interest at the rate of 6% per annum due on maturity and is unsecured.

As of August 31, 2013 and May 31, 2013, the balance owed to a related party including accrued interest was $56,280 and $56,090 respectively.

NOTE 7 – SUBSEQUENT EVENTS

The Company is not aware of any subsequent matters requiring disclosure at this time, other than the matters discussed below.

Appointment of certain officers and election of directors to the Company:

On September 6, 2013, and as filed with the Secretary of State of Nevada on September 10, 2013, Matthew Sage, the sole Officer and Director of the “Company, and Ms. Ilona Mandelbaum as the Manager of the Company’s majority shareholder, HSC Holdings, LLC (the holder of 60.84% of the Company’s outstanding voting shares on any shareholder votes), approved the appointment of the following individuals to serve as executive Officers and Directors of the corporation:


Name					Position with the Company
Matthew H. Sage					President and Treasurer
Ilona A. Mandelbaum					Secretary
Raymond Talarico					Chief Financial Officer and Director

Amendments to the Company’s Articles of Incorporation:

On September 6, 2013 and effective with the Secretary of State of Nevada on September 10, 2013, Matthew Sage, the sole Officer and Director of the “Company, and Ms. Ilona Mandelbaum as the Manager of the Company’s majority shareholder, HSC Holdings, LLC (the holder of 60.84% of the Company’s outstanding voting shares on any shareholder votes), approved the filing of a Certificate of Amendment to the Company’s Articles of Incorporation, Article IV IV (the “Certificate”) to (a) to authorize 600,000,000 shares of $0.001 par value per share common stock (b) to re-authorize 5,000,000 shares of “blank check” preferred stock, $0.001 par value per share of Proffered Stock. The Articles of Incorporation, Article IV shall be amended to read the following:

“This corporation is authorized to issue two (2), classes of shares designated respectively “Common Stock” and “Preferred Stock.” The number of shares of Common Stock which the corporation is authorized to issue is Six Hundred Million (600,000,000). The number of shares of Preferred Stock which the corporation is authorized to issue is Five Million (5,000,000).

The Preferred Stock may be issued from time to time in one (1), or more series. The Board of Directors is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board of Directors is further authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting a series, to increase or decrease (but not below the number of shares of each series outstanding) the number of shares of any such series subsequent to the issuance of shares of that series.”

Item 2.

Management’s Discussion and Analysis of Financial Condition and Plan of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes thereto contained elsewhere in this Form 10-Q.

SEC Rule 405 under the Securities Exchange Act defines a “shell company” as a registrant with no or nominal operations and no or nominal assets or just assets consisting entirely of cash. A shell company is required to identify itself as such on the cover page of its periodic SEC reports. In the event of certain corporate reorganizations effecting a change in control of the SEC reporting company with an otherwise privately held company, a shell company is required to make extensive additional disclosures regarding the shell company and the privately held company whose objective may be to become an SEC reporting, public company. We have identified ourselves as a shell company because of our limited operations and assets to date. It is not our plan or intention to seek out or entertain proposals for reorganization of our company with any other company which would result in a change in control or change in our business objective of being a successful mining company. The point at which a potential shell company's operations and assets would no longer be considered nominal is not defined in the Rule and has not been clarified by any SEC pronouncements or judicial interpretations. We intend to re-evaluate our operations and assets as well as any additional legal clarification prior to the filing of every report to determine if it is appropriate to change our self determined status.

Forward-Looking Statements

This discussion contains forward-looking statements that involve risks and uncertainties. All statements regarding future events, our future financial performance and operating results, our business strategy and our financing plans are forward-looking statements. In many cases, you can identify forward-looking statements by terminology, such as “may”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These statements are only predictions. Known and unknown risks, uncertainties and other factors could cause our actual results to differ materially from those projected in any forward-looking statements. We do not intend to update these forward-looking statements.

Overview

Success Exploration & Resources, Inc., (referred to herein as the “Company”, “we”, “us” and “our”) was primarily engaged in the mining business and the purpose of the Company was to explore minerals for commercial use. The main focus was on precious metals such as gold, diamond and silver. The secondary focus was to be on prime industrial metals such as copper and zinc. The mineralization focus was based on the market breadth and width for each type of mineral. Such precious metals are used to hedge against economic fluctuations and for personal use, such as jewelry, and therefore, their market value is much greater than industrial metals which, depend on economic conditions related to the manufacturing sector.

Prior to the change of control on July 30, 2013, the Company was engaged in the exploration of potential commercial mineral deposits, but had abandoned all current claims as they were without any known reserves.

Success Exploration & Resources, Inc was incorporated on November 29, 2005 in the State of Nevada. On December 1, 2005, the Company issued to an officer and director of the Company 1,500,000 shares of its $0.001 par value common stock at a price of $0.0017 per share for cash of $2,500. On May 11, 2007, the Company issued an officer and director of the Company 1,191,000 shares of its $0.001 par value common stock at a price of $0.0017 per share for cash of $1,985. On May 15, 2007, the Company issued to various investors of the Company a total of 1,686,000 shares of its $0.001 par value common stock at a price of $0.025 per share for cash of $42,150. In January, 2012, the company authorized various subscription agreements for 144,000 shares of its $0.001 par value common stock and a price of $0.25 per share for cash of $36,000. There are no bankruptcy, receivership or similar proceedings against the Company.

In April 2010, Alex Long contributed the Red Rupert Mining Claim to the Company, which we have abandoned. The Company recorded no cost or expenses related to the acquisition of this mining claim.

On July 30, 2013, Messrs. Alexander Long and Jonathan Long, then executive officers and directors of the Company, and Stuart William Craig, a former member of our Board of Directors, entered into a Stock Purchase Agreement with HSC Holdings LLC and three other unaffiliated purchasers, including Matthew H. Sage. Under the terms of this agreement, HSC Holdings LLC acquired 2,751,000 shares of our common stock, representing approximately 61% of the Company’s outstanding common stock, from Messrs. Alexander Long and Jonathan Long for aggregate cash consideration of $211,843.88. HSC Holdings LLC used its working capital to fund the purchase of these shares.

As a provision of this transaction and change of control, Messrs. Alexander Long and Jonathan Long resigned as officers and directors of the Company and Mr. Sage was appointed an officer and director.

Our accumulated deficit as of the quarter ended on August 31, 2013 was $141,415 and as of May 31, 2013, the accumulated deficit was $132,543. During the three months ended August 31, 2013, the deficit increased by $8,872. The discussion below provides an overview of our operations, discusses our results of operations, our plan of operations and our liquidity and capital resources.

The following analysis of the results of operations and financial condition of the company for the quarter ending August 31, 2013 should be read in conjunction with the company’s financial statements, including the notes thereto contained elsewhere in this Form 10-Q, the financial statements of the Company for the years ended May 31, 2013 and 2012 and for the period from Inception (November 29, 2005) to May 31, 2013 and notes thereto included in the Company’s Form 10-K filed with the Securities and Exchange Commission on July 15, 2013 and the Company’s Form 8-K filed with the Securities and Exchange Commission on August 5, 2013. Our financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.

Discussion of Operations & Financial Condition

During the three months ended August 31, 2013, the Company recorded a net loss of $8,872 as compared to a loss of $10,696 for the three months ended August 31, 2012. This is a decrease in the loss of $1,824. The loss for the three months ended August 31, 2013 represents approximately $0.002 per common share. The Company has not yet generated any revenue from its Mineral Exploration Program. Our ability to emerge from the exploration stage and conduct mining operations is dependent, in large part, upon our raising additional capital, accelerating efforts to acquire a business or assets on which to base the Company’s future business activities by actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for the Company’s securities.

Selected financial information:


	For the Three Months Ended
	August 31, 2013	August 31, 2012
Revenues	$ -	$ -
Net Loss	8,872	10,696
Loss per share- basic	0.00	0.00
Cash dividends declared per share	-	-


	As of
	August 31, 2013	May 31, 2013
Total Assets	$ -	$ 8,711
Total Liabilities	58,780	58,619

As of August 31, 2013, the Company had total liabilities of $58,780 consisting of $2,500 in accounts payable, $56,000 in note payable to related party and $280 relating to the accrued interest on the note payable to related party. Liabilities increased $161 from May 31, 2013 due to accrued interest on the note payable to related party of $280 offset by decreases in accounts payable of $29 and note payable to related party of $90.

The Company has no assets as of August 31, 2013. As of May 31, 2013, assets consisted of cash in the amount of $8,711. During the three months ended August 31, 2013, accounts payable of $2,529 were paid, note payable – related party was paid down by $90 and the remaining cash balance was disbursed and recorded as compensation.

Revenues

No revenue was generated by the Company's operations during the three months ended August 31, 2013 or since inception (November 29, 2005).

Net Loss

The Company's expenses are reflected in the Statements of Operations under the category of Expenses. To meet the criteria of United States generally accepted accounting principles (“GAAP”), all exploration and general and administrative costs related to projects are charged to operations in the year incurred.

The significant components of expense that have contributed to the operating loss for the three months ended August 31, 2013 of $8,592 consist of general and administrative expenses.

Plan of Operations

Our plan of operations for the next twelve months is for management of the Company to accelerate efforts to acquire a business or assets on which to base the Company’s future business activities. Management is actively seeking to acquire assets or shares of an entity actively engaged in business which generates revenues, in exchange for the Company’s securities. Management anticipates that it may be able to participate in only one potential business venture because the Company has nominal assets and limited financial resources. This lack of diversification should be considered a substantial risk to the Company’s stockholders because it will not permit the Company to offset potential losses from one venture against gains from another.

Management may seek a business opportunity with entities which have recently commenced operations, or which wish to utilize the public marketplace in order to raise additional capital in order to expand into new products or markets, to develop a new product or service, or for other corporate purposes. Management may acquire assets and establish wholly-owned subsidiaries in various businesses or acquire existing businesses as subsidiaries. Management anticipates that the selection of a business opportunity in which to participate will be complex and extremely risky. Due to general economic conditions, rapid technological advances being made in some industries and shortages of available capital, management believes that there are numerous firms seeking the perceived benefits of a publicly registered corporation. These perceived benefits may include facilitating or improving the terms on which additional equity financing may be sought, providing liquidity for incentive stock options or similar benefits to key employees, providing liquidity (subject to restrictions of applicable statutes), for all stockholders and other factors.

Potentially, available business opportunities may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

The analysis of new business opportunities will be undertaken by, or under the supervision of, Mr. Sage, the Company’s President. Mr. Sage will be the key person in the search, review and negotiation with potential acquisition or merger candidates. The Company intends to concentrate on identifying preliminary prospective business opportunities which may be brought to management’s attention through present associations of Mr. Sage. In analyzing prospective business opportunities, management will consider such matters as:

•the available technical, financial and managerial resources;

•working capital and other financial requirements;

•history of operations, if any;

•prospects for the future;

•nature of present and expected competition;

•the quality and experience of management services which may be available and the depth of that

management;

•the potential for further research, development, or exploration;

•specific risk factors not now foreseeable but which then may be anticipated to impact the Company’s

proposed activities;

•the potential for growth or expansion;

•the potential for profit;

•the perceived public recognition of acceptance of products, services, or trades; name identification; and

•other relevant factors.

In implementing a structure for a particular business acquisition, management may become a party to a merger, consolidation, reorganization, joint venture, or licensing agreement with another corporation or entity. The Company may also acquire stock or assets of an existing business. It is possible that the Company will acquire a business or assets from an affiliate of our company. Management anticipates that any securities issued in any such transaction would be issued in reliance upon exemption from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of a transaction, the Company may agree to register all or a part of such securities immediately after the transaction is consummated or at specified times thereafter. If such registration occurs, of which there can be no assurance, it will be undertaken by the surviving entity after the Company has successfully consummated a merger or acquisition and the Company is no longer considered a "shell" company. Until such time as this occurs, management will not attempt to register any additional securities. The issuance of substantial additional securities and their potential sale into any trading market which may develop in our securities may have a depressive effect on the value of our securities in the future, if such a market develops, of which there is no assurance.

Management cannot predict with certainty what revenues the Company can expect during the next twelve months, and management believes that the Company probably will not have enough revenue to pay our operating expenses for the next twelve months. Management anticipates that the Company will raise additional capital to expand its operations. Management cannot guarantee that the Company will be able to raise that capital, in which event; the Company’s operations may be required to be curtailed.

Liquidity and Capital Resources

Overview – Quarter ended August 31, 2013

We had no cash as of August 31, 2013, compared to cash of $8,711 as of May 31, 2013. We had a working capital deficiency of $58,780 as of August 31, 2013, compared to a working capital deficiency of $49,908 as of May 31, 2013.

Cash and Working Capital

The Company’s assets are recorded at cost less any allowance for uncollectible accounts, depreciation, amortization, and impairment. There were no assets at August 31, 2013. The Company’s cash inflow has been generated mainly from shareholder loans, short-term loans and issuance of common stock with no recorded revenues since inception.

Management continually reviews its overall capital and funding needs to ensure that the capital base can support the estimated needs of the business. These reviews take into account current business needs as well as the Company’s future capital requirements. Based upon these reviews, to take advantage of strong market conditions and to fully implement our expansion strategy, management believes that the Company will continue to increase our net capital through the proceeds from sales of our securities. The Company currently maintains minimal cash balances and is funded by management and shareholder loans to satisfy monthly cash requirements in the interim by external funding.

Cash Used in Operating Activities

Cash used in operating activities was $8,621 for the three months ended August 31, 2013 compared to $8,696 for the three months ended August 31, 2012. We funded the cash used in operating activities primarily through shareholder loans.

Investing Activities

We undertook no investing activities during the three months ended August 31, 2013.

Financing Activities

Cash used in financing activities was $90 for the three months ended August 31, 2013 compared to cash provided by financing activities $8,696 for the three months ended August 31, 2012. This cash was provided primarily through shareholder loans.

We anticipate continuing to rely on equity sales of our common shares and stockholder loans in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. In May 2007, the Company authorized subscription agreements for 1,686,000 common shares pursuant to the issuer’s Registration Statement filed on Form S-1 which became effective August 22, 2011. The total proceeds of $42,150 were deposited in May 2007 and the shares were issued May 15, 2007. In January 2012, the company authorized subscription agreements for 144,000 common shares. The total proceeds of $36,000 were deposited in January 2012 and the shares were issued January 31, 2012.

We will continue to incur professional fees and those fees may increase because of our reporting status and the required filings for requisite quarterly and annual reports with the Securities and Exchange Commission. We expect that we will have additional filings whereby our auditors may be required to examine further financial reports. We are aware that audit fees have generally increased as a function of the increased reporting requirements mandated by Sarbanes-Oxley Act. We are optimistic that our business activities will increase, which will require auditing procedures over a greater transaction base.

We expect our other administrative expenses to increase in the next quarter as our legal fees may increase as we further our strategic goals and additional advice and/or opinions may be required.

Going Concern

Our financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. Our ability to continue as a going concern is dependent upon our ability to generate profitable operations in the future and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they become due. The outcome of these matters cannot be predicted with any certainty at this time and raise substantial doubt that we will be able to continue as a going concern. Our financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary should we be unable to continue as a going concern.

Other Information - Certain Relationships and Related Transactions

We intend that any transactions between us and our officers, directors, principal stockholders, affiliates or advisors will be on terms no less favorable to us than those reasonably obtainable from third parties. To date, several related party transactions have taken place.

As of August 31, 2013 the total amount owing to a related party is $56,280, which includes accrued interest of $280, pursuant to a note payable to the related party.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

Success Exploration & Resources, Inc. intends to invest its cash balances, in excess of its current needs, in an interest bearing account. The Company does not invest for the purposes of trading in securities. Additionally, the company does not have any significant market risk exposure at August 31, 2013.

Item 4.

Controls and Procedures.

Management has evaluated, with the participation of our Principal Executive Officer and Principal Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) as of the end of the period covered by this report. Based upon this evaluation, our Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were not effective to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms. There have been no significant changes in our internal controls over financial reporting that occurred during the fiscal quarter covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 4T.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 13a-15(e). The Company’s disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company’s desired disclosure control objectives. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company’s certifying officer has concluded that the Company’s disclosure controls and procedures are ineffective in reaching that level of assurance.

As of the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were ineffective.

PART II - OTHER INFORMATION

Item 1.

Legal Proceedings.

There are no material pending legal proceedings to which the Company is a party or to which any of its property is subject.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds.

None

Item 3.

Defaults Upon Senior Securities.

None.

Item 4.

Mine Safety Disclosures.

None.

Item 5.

Other Information.

Entry into a Material Definitive Agreement.

From time to time, Mr. Alexander Long, the former Chief Executive Officer of Success Exploration & Resources, Inc., advanced our company funds for general working capital. These advances were non-interest bearing and due on demand. At July 30, 2013, the Company owed him $56,000. On July 30, 2013, in connection with the change of control of the Company described below, Mr. Long sold his debt to HSC Holdings LLC.

On July 30, 2013, the Company entered into a Debt Exchange Agreement with HSC Holdings LLC pursuant to which Company exchanged the note it had acquired from Mr. Long for a promissory note in the principal amount of $56,000 due December 31, 2013. This note, which bears interest at the rate of 6% per annum due on maturity, is unsecured.

The Debt Exchange Agreement and form of promissory note are filed as Exhibits 10.1 and 10.2, respectively, to Form 8-K filed with the Securities and Exchange Commission on August 5, 2013.

Changes in Control of Registrant.

On July 30, 2013 Messrs. Alexander Long and Jonathan Long, then executive officers and directors of the Company, and Stuart William Craig, a former member of Company’s Board of Directors, entered into a Stock Purchase Agreement with HSC Holdings LLC and three other unaffiliated purchasers, including Matthew H. Sage. Under the terms of this agreement, HSC Holdings LLC acquired 2,220,880 shares of the Company’s common stock, representing 49% of Company’s outstanding common stock, from Messrs. Alexander Long and Jonathan Long.

On August 28, 2013, HSC Holdings LLC acquired an additional 530,120 common shares of the Company’s common stock from Messrs. Alexander Long, Jonathan Long and Stuart William Craig, increasing HSC Holdings LLC common stock balance to 2,751,000, representing 60.84% of the Company’s outstanding common stock. HSC Holdings LLC used its working capital to fund the purchase of these shares.

Properties.

Secured Income Reserve, Inc., a related party, is presently providing office space to us for no consideration. In the future, we expect to enter into a sublease or similar agreement with this affiliate upon financial term and other conditions to be determined.

Security Ownership of Certain Beneficial Owners and Management.

At August 31, 2013, the Company had 4,521,000 shares of common stock issued and outstanding which is its only class of voting securities. The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of August 31, 2013 by:

•each person known by the Company to be the beneficial owner of more than 5% of the Company’s

common stock;

•each of the Company’s directors;

•each of the Company’s named executive officers; and

• the Company’s named executive officers, directors and director nominees as a group.

Unless otherwise indicated, the business address of each person listed is in care of 220 Congress Park Drive, Suite 301, Delray Beach, FL 33445. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of the Company’s common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of the Company’s common stock owned by them, except to the extent that power may be shared with a spouse.



	Amount and Nature of Beneficial Ownership ¹
Name	# of Shares	% of Class
Matthew H. Sage	0	0.0%
All named executive officers and directors as a group (one person)	0	0.0%
HSC Holdings LLC ⁽¹⁾	2,751,000	60.84%

⁽¹⁾

HSC Holdings LLC is a Florida limited liability company and its address is 3213 S. Olive Avenue, West Palm Beach, FL 33405. Ms. Ilona Mandelbaum has voting and dispositive control over shares of the Company’s common stock owned of record by HSC Holdings LLC.

Directors and Executive Officers.

The following table provides information on the Company’s executive officer and director following the change of control as of August 31, 2013.



Name	Age		Position with the Company
Matthew H. Sage		57	President, Secretary and sole Director

Matthew H. Sage. Mr. Sage has been an executive officer and director of the Company since July 30, 2013. He has been President of Sarben Holdings Inc. since founding the company in September 2009. Mr. Sage has worked on product launches as well as mergers and acquisitions over the past four years. His professional experience includes marketing and management within a number of business sectors. Earlier in his career Mr. Sage held FINRA Series 7, variable annuity, and life and health insurance licenses while employed as a securities broker with Prudential Bache and Shearson/ American Express from 1985 to 1990. He also served as the director of communications for the World Council of Peoples for the United Nations in New York from 1994 to 2000 before retiring in 2001. In 2006 Mr. Sage became the managing partner of Paint 1 USA, serving in such position until the company was sold in 2009. Mr. Sage holds a B.S. in Marketing and Business Management from New York Institute of Technology.

Departure of Directors or Certain Officers, Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 30, 2013 Mr. Matthew H. Sage was appointed a director of the Company. Biographical information for Mr. Sage appears earlier in this report. Thereafter, on July 30, 2013 Messrs. Alexander Long and Jonathan Long resigned as officers and directors of the Company and Mr. Sage was appointed President and Secretary. Mr. Sage was not a party to any transaction with the Company prior to his appointment as a director. The Company expects to finalize the compensation arrangements with Mr. Sage during the fourth quarter of 2013.

Item 6.

Exhibits.

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rules 13a-14 and 15d-14 of the Exchange Act)

32.1

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

32.2

Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350)

SIGNATURES

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

SUCCESS EXPLORATION & RESOURCES, INC.

(Registrant)

Dated: October 21, 2013

By: /s/ Matthew H. Sage

Matthew H. Sage, President, Treasurer and Director

(Principal Executive Officer)

Dated: October 21, 2013

By: /s/ Raymond Talarico

Raymond Talarico, Chief Financial Officer and Director

(Principal Financial Officer)

Exhibit 31.1

CERTIFICATION

I, Matthew H. Sage, certify that:

I have reviewed this quarterly report on Form 10-Q of Success Exploration & Resources, Inc.;

Based on my knowledge, this report does not contain any untrue statements of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The small business issuer’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the small business issuer and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the small business issuer, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Evaluated the effectiveness of the small business issuer’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(c)

Disclosed in this report any change in the small business issuer’s internal control over financial reporting that occurred during the small business issuer’s most recent fiscal quarter that has materially affected, or is reasonable likely to materially affect, the small business issuer’s internal control over financial reporting; and

The small business issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the small business issuer’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonable likely to adversely affect the small business issuer’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: October 21, 2013

By: /s/ Matthew H. Sage

Matthew H. Sage, President, Treasurer and Director

(Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Raymond Talarico, certify that:

I have reviewed this quarterly report on Form 10-Q of Success Exploration & Resources, Inc.;

(a)

(b)

(c)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the small business issuer’s internal control over financial reporting.

Dated: October 21, 2013

By: /s/ Raymond Talarico

Raymond Talarico, Chief Financial Officer and Director

(Principal Financial Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Success Exploration & Resources, Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2013 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 21, 2013

By: /s/ Matthew H. Sage

Matthew H. Sage, President, Treasurer and Director

(Principal Executive Officer)

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Success Exploration & Resources, Inc. (the “Company”) on Form 10-Q for the period ended August 31, 2013, as filed with the Securities and Exchange Commission (the “Report”), the undersigned certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of the undersigned’s knowledge, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 21, 2013

By: /s/ Raymond Talarico

Raymond Talarico, Chief Financial Officer and Director

(Principal Financial Officer)

Success Exploration & Resources Inc 10-Q