Edgar Filing: Amarok Resources, Inc.

form10q073110.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended July 31, 2010

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

For the transition period from _____ to _____

Commission file number: 33-156594

Amarok Resources, Inc.

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

Nevada	98-0599925
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

30021 Tomas Street Suite 300

Rancho Santa Margarita, California 92688

(Address of principal executive offices)

(949) 682-7889

(Registrants telephone number, including area code)

________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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. [X] Yes [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] 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; as defined within Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller reporting company

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

[ ] Yes [X] No

The number of shares outstanding of each of the issuer's classes of common equity as of July 31, 2010:

73,404,240 shares of common stock

Amarok Resources, Inc.

(An Exploratory Stage Company)

Contents

		Page
		Number

PART I	FINANCIAL INFORMATION

Item 1	Financial Statements
	July 31, 2010

	Balance Sheets	3

	Statements of Operations	4

	Statements of Cash Flows	5

	Notes to the Financial Statements	6

Item 2	Management's Discussion and Analysis of Financial Condition
	and Results of Operations	11

Item 3	Quantitative and Qualitative Disclosures About Market Risk	14

Item 4T	Controls and Procedures	14

Part II	OTHER INFORMATION

Item 1	Legal Proceedings	15

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	15

Item 3	Defaults Upon Senior Securities	15

Item 4	Submission of Matters to a Vote of Security Holders	15

Item 5	Other Information	15

Item 6	Exhibits	15

SIGNATURES		16

Amarok Resources, Inc.

(An Exploratory Stage Company)

Condensed Balance Sheets

	July 31,			October 31,
	2010			2009
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	860,117		$	-
Prepaid consulting		32,075			-
Prepaid rent		900			-
Security deposit		1,200			-
Total Current assets		894,292			-


Total assets	$	894,292			-

Liabilities and stockholders' equity (deficit)
Current liabilities
Accounts payable	$	5,264		$	3,264
Accounts payable- Related parties		34,476			405
		39,740			3,669

Stockholders' equity (deficit)
Common stock, 175,000,000 shares authorized, $.001
par value, 73,404,240 shares issued and outstanding
at July 31, 2010 and 150,120,000 shares issued
and outstanding at October 31, 2009		73,404			150,120
Additional paid-in capital (deficit)		2,405,370			(118,519	)
Accumulated deficit		(36,770	)		(35,270	)
Deficit accumulated during the exploratory stage		(1,587,452	)		-
		854,552			(3,669	)

Total liabilities and stockholders' equity (deficit)	$	894,292		$	-

(The accompanying notes are an integral part of these unaudited condensed financial statements)

Amarok Resources, Inc.

(An Exploratory Stage Company)

Condensed Statements of Operations

(Unaudited)

													From
	For the Three Months Ended						For the Nine Months Ended						February 1, 2010
	July 31,						July 31,						through
	2010			2009			2010			2009			July 31 2010
	(unaudited)			(unaudited)			(unaudited)			(unaudited)			(unaudited)

Operating expenses
Exploratory costs	$	685,198		$	-		$	1,483,221		$	-		$	1,483,221
Contributed services		-			750			750			2,250			-
Management fees		24,000			-			56,000			-			56,000
Professional services		551			12,755			24,793			12,755			24,793
Rent		3,600			750			7,300			2,250			6,550
Other general and administrative		8,911			149			17,612			910			17,612
Total operating expenses		722,260			14,404			1,589,676			18,165			1,588,176

Other income
Interest income		428			-			724			-			724

Net loss	$	(721,832	)	$	(14,404	)	$	(1,588,952	)	$	(18,165	)	$	(1,587,452	)


Net loss per common share -
basic and diluted	$	(0.01	)	$	(0.01	)		(0.01	)	$	(0.01	)


Weighted average number of common
shares outstanding		73,399,240			2,502,000			110,284,557			2,359,685

(The accompanying notes are an integral part of these unaudited condensed financial statements)

Amarok Resources, Inc.

(An Exploratory Company)

Condensed Statements of Cash Flows

(Unaudited)

							From
	For the Nine Months Ended						February 1, 2010
	July 31,						through
	2010			2009			July 31, 2010
	(unaudited)			(unaudited)			(unaudited)
Cash flows from operating activities:
Net loss	$	(1,588,952	)	$	(18,165	)	$	(1,587,452	)
Adjustments to reconcile net loss to net
cash used in operating activities:
Contributed services and rent		1,750			4,500			250
Imputed interest on directors advances		-			-			-
Stock based compensation		463,348			-			463,348
Changes in operating assets and liabilities
Increase in prepaid rent		(900	)		-			(900	)
Decrease in prepaid consulting		-			-			-
Increase in security deposit		(1,200	)		-			(1,200	)
Increase in accounts payable		2,000			-			2,000
Increase in accounts payable- related party		34,071			-			34,071
Net cash used in operating activities		(1,089,883	)		(13,665	)		(1,089,883	)

Cash flows from financing activities:
Investments in Mining Property	$	-		$	-		$	-
Net cash provided by Investing activities		-			-			-

Cash flows from financing activities:
Proceeds from issuance of common stock		2,000,000			25,100			2,000,000
Offering costs		(50,000	)		-			(50,000	)
Net cash provided by financing activities		1,950,000			25,100			1,950,000

Increase (decrease) in cash		860,117			11,435			860,117
Cash balance - beginning of period		-			100			-

Cash balance - end of period	$	860,117		$	11,535		$	860,117


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

Non-cash investing and financing activities:

During the six months ended April 30, 2010, the Company issued 30,000 shares of its common stock in consideration for geology services provided valued at $76,200. At July 31, 2010, $50,800 of the original balance had been amortized.

During the six months ended April 30, 2010, the Company issued 100,000 shares of its common stock for receipt of the assignment of the Trio Gold Corp. Exploration Agreement dated January 28, 2010 valued at $168,000.

During the six months ended April 30, 2010, the Company issued 144,240 shares of its common stock equaling 0.2% of the outstanding shares to Trio Gold Corp. pursuant to the terms of the assigned Exploration Agreement dated January 28, 2010 valued at $242,323.

During the six months ended April 30, 2010, a related party returned 80,000,000 shares of common stock for cancellation.

During the nine months ended July 31, 2010, the Company issued 10,000 shares of its common stock in consideration for geology services provided valued at $8,900. At July 31, 2010 $2,225 of the original balance had been amortized

(The accompanying notes are an integral part of these unaudited condensed financial statements)

Amarok Resources, Inc.

(An Exploratory stage company)

Notes to The Financial Statements

1. Organization and Basis of Presentation

We prepared the accompanying financial statements in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and included the accounts of Amarok Resources, Inc.

Amarok Resources, Inc. (the “Company,” “we” or “our”) interim financial statements are unaudited. They contain all necessary adjustments (consisting only of normal recurring adjustments) for a fair statement of the referenced interim period results. These interim period results do not indicate expected full-year results or results for future quarters/periods, due to several factors, including volatility of interest rates, geological risks, transportation restrictions, timing of acquisitions, product demand, market competition, and our ability to obtain additional capital. These consolidated interim financial statements should be read in conjunction with the audited consolidated financial statements and related notes included in Amarok Resources, Inc. Form 10-K and Form 10-K/A for the year ended October 31, 2009.

Amarok Resources, Inc. (the “Company”) was incorporated in the state of Nevada on October 23, 2008 under the name Ukragro Corporation. The Company’s principal activity is the exploration and development of mineral properties for future commercial development and/or production.

On January 29, 2010, the Company filed an amendment to its articles of incorporation changing its name to Amarok Resources, Inc. In the same amendment, the Company changed its authorized capital to 175,000,000 shares of common stock at a restated par value of $.001. Effective February 23, 2010, the Company authorized a 60:1 stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they occurred at the Company’s inception.

Effective February 1, 2010, the Company entered the exploratory stage as defined under the provisions of Accounting Codification Standard (“ASC”) 915-10.

Basis of Presentation and going concern

The accompanying unaudited condensed financial statements contain all adjustments (consisting only of normal recurring adjustments) which, in the opinion of management, are necessary to present fairly the financial position of the Company as of July 31, 2010, and the results of its operations for the three and nine months ended July 31, 2010 and 2009, and for the period from February 1, 2010 to July 31, 2010, and its cash flows for the nine months ended July 31, 2010 and for the period from February 1, 2010 to July 31, 2010. Certain information and footnote disclosures normally included in financial statements have been condensed or omitted pursuant to rules and regulations of the U.S. Securities and Exchange Commission (the “Commission”). The Company believes that the disclosures in the financial statements are adequate to make the information presented not misleading. However, the financial statements included herein should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended October 31, 2009 filed with the Commission on February 18, 2010 and the amendment thereto filed on February 19, 2010.

The Company has incurred net losses since inception, and as of July 31, 2010, had a combined accumulated deficit of $1,588,952. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might result from the outcome of this uncertainty. 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 be necessary should the Company be unable to continue as a going concern.

Management recognizes that the Company must generate additional resources to enable it to continue operations. Management intends to raise additional financing through debt financing and equity financing or through other means that it deems necessary, with a view to moving forward and sustaining a prolonged growth in its strategy phases. However, no assurance can be given that the Company will be successful in raising additional capital. Further, even if the company raises additional capital, there can be no assurance that the Company will achieve profitability or positive cash flow. If management is unable to raise additional capital and expected significant revenues do not result in positive cash flow, the Company will not be able to meet its obligations and may have to cease operations

Amarok Resources, Inc.

(An Exploratory stage company)

Notes to The Financial Statements

2. Summary of Significant Accounting Policies

Cash and Cash Equivalents

The Company considers all highly liquid debt instruments and other short-term investments with a maturity of three months or less, when purchased, to be cash equivalents.

Mining Costs

Costs incurred to in the exploration of mineral resources including acquisition costs are expensed as incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 from those estimates.

Fair Value of Financial Instruments

Pursuant to ASC No. 820, “Fair Value Measurements and Disclosures”, the Company is required to estimate the fair value of all financial instruments included on its balance sheet as of July 31, 2010. The Company’s financial instruments consist of payables and due to related party. The Company considers the carrying value of such amounts in the financial statements to approximate their fair value due to the short-term nature of these financial instruments.

Loss Per Share of Common Stock

The Company follows ASC No. 260, formerly SFAS No. 128, “Earnings Per Share” (ASC No. 260) that requires the reporting of both basic and diluted earnings (loss) per share. Basic earnings (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. The calculation of diluted earnings (loss) per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock. In accordance with ASC No. 260, any anti-dilutive effects on net earnings (loss) per share are excluded. For the periods ended July 31, 2010 and 2009, there were no common stock equivalents.

Recent Accounting Pronouncements

In April 2010, the FASB issued ASU 2010-17, Revenue Recognition – Milestone Method (Topic 605). ASU 2010-17 provides guidance on applying the milestone method of revenue recognition in arrangements with research and development activities. The Company does not expect this ASU to have a material impact on its revenue recognition when adopted for our fiscal year beginning January 1, 2011.

In March 2010, the FASB (Financial Accounting Standards Board) issued Accounting Standards Update 2010-11 (ASU 2010-11), “Derivatives and Hedging (Topic 815): Scope Exception Related to Embedded Credit Derivatives.” The amendments in this Update are effective for each reporting entity at the beginning of its first fiscal quarter beginning after June 15, 2010. Early adoption is permitted at the beginning of each entity’s first fiscal quarter beginning after issuance of this Update. The Company does not expect the provisions of ASU 2010-11 to have a material effect on the financial position, results of operations or cash flows of the Company.

In February 2010, the FASB Accounting Standards Update 2010-10 (ASU 2010-10), “Consolidation (Topic 810): Amendments for Certain Investment Funds.” The amendments in this Update are effective as of the beginning of a reporting entity’s first annual period that begins after November 15, 2009 and for interim periods within that first reporting period. Early application is not permitted. The Company’s adoption of provisions of ASU 2010-10 did not have a material effect on the financial position, results of operations or cash flows.

In February 2010, the FASB issued ASU No. 2010-09 “Subsequent Events (ASC Topic 855) “Amendments to Certain Recognition and Disclosure Requirements” (“ASU No. 2010-09”). ASU No. 2010-09 requires an entity that is an SEC filer to evaluate subsequent events through the date that the financial statements are issued and removes the requirement for an SEC filer to disclose a date, in both issued and revised financial statements, through which the filer had evaluated subsequent events. The adoption did not have an impact on the Company’s financial position and results of operations.

In January 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2010-06, “Improving Disclosures about Fair Value Measurements.” ASU No. 2010-06 amends FASB Accounting Standards Codification (“ASC”) 820 and clarifies and provides additional disclosure requirements related to recurring and non-recurring fair value measurements and employers’ disclosures about postretirement benefit plan assets. This ASU is effective for interim and annual reporting periods beginning after December 15, 2009. The adoption of ASU 2010-06 did not have a material impact on the Company’s financial statements.

Amarok Resources, Inc.

(An Exploratory stage company)

Notes to The Financial Statements

3. Mining Claims

Rodeo Creek Project, Nevada

On February 22, 2010, the Company entered into an agreement with Carlin Gold Resources, Inc, (“Carlin”) in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio Gold Corp (“Trio”). The assigned exploration agreement was dated January 28, 2010. In consideration for the assignment of the interest in the exploration agreement, the Company paid Carlin $1 and issued 100,000 shares of its common stock, valued at $168,000 based upon the trading price of the shares on date of issuance. The value of these shares has been charged to operations and included in exploration costs.

Trio has leased and has an option to purchase a 100% interest in 29 unpatented lode-mining claims located in Nevada within the Carlin Gold Trend (the “Claims”). The Claims are subject to a 1.5% Net Smelter Return.

Under the Agreement, the Company earns a 75% undivided interest in the Property during an earn-in period commencing in January 2010 and completing in December 2012 (the “earn-in period”). Upon completion of the earn-in period, a Joint Venture is to be formed with the same 75% / 25% interest the parties held during the earn-in period. The Joint Venture shall remain in effect for twenty-five years or as long as the claims are being actively mined or developed, whichever is longer. After the termination of the Joint Venture, the Claims shall revert back to Trio.

During the earn-in-period, the Company is obligated to provide $5,500,000 in funding to cover operational costs according to the following schedule: $1,500,000 during the 2010 budget year, $2,000,000 during the 2011 budget year and $2,000,000 during the 2012 budget year. Each budget year shall commence on January 1 of that year and end on December 31 of that same year. Once the Company has provided $5,500,000 in funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing 75% of the funds and Trio providing 25% of the funds. The agreement allows the Company the ability to earn a 75% undivided interest in the property through incurring a total of $5,500,000 in exploration and development costs, but does legally obligate the Company to pay the $5,500,000; therefore, no liability has been recorded.

The Company is required to pay a minimum annual royalty during the earn-in period to Trio according to the following schedule: $75,000 cash payment upon signing of the agreement, $100,000 cash payment on April 1, 2011 and $150,000 cash payment on April 1, 2012. The Company paid $75,000 to Trio on February 8, 2010, which was charged to operations and included in exploration costs.

In addition, within three months of the assignment, the Company is required to issue Trio shares of its common stock equaling 0.20% of its total issued and outstanding as of February 22, 2010. Upon expenditure of a minimum of $2,000,000 on the claims, Trio shall receive an additional 0.10% of the Company’s issued and outstanding common shares. Upon expending a minimum of $4,000,000 million on the claims, Trio shall receive an additional 0.10% of the Company’s issued and outstanding common shares. Upon expenditure of $5,500,000 million on the claims, Trio shall receive a final 0.10% of the Company’s issued and outstanding common shares. All shares issued shall be restricted common shares and will be stamped with the applicable hold period. The Company issued 144,240 shares of its common stock to Trio representing .20% of the shares then outstanding valued at $242,323, based upon the trading price of the shares on date of issuance. The value of these shares have been charged to operations and included in exploration costs.

Trio is a company incorporated in the Province of Alberta Canada. Trio’s current President is Harry Ruskowsky, the father of the Company’s sole officer and director.

Roger Janssen is the sole officer, director and shareholder of Carlin and a business associate of the Company’s sole officer and director.

Cueva Blanca Gold Property

On April 16, 2010, the Company entered into an agreement with St. Elias Mines Ltd. (“St. Elias”) in which Amarok is given an option to earn a 60% interest, subject to a 1.5% net smelter return (“NSR”) royalty, in the Cueva Blanca gold property (1,200 hectares) in Northern Peru, which is wholly owned by St. Elias. Under the terms of the letter agreement, it is possible for the Company to acquire a 60% interest in the Property (subject to a 1.5% NSR) in consideration of:

(a) making cash payments of $200,000 to St. Elias over a two-year period;

(b) issuing 100,000 common shares in the capital of Amarok to St. Elias; and

In addition, the Company shall have the right to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable to from 1.5% to 0.75%.

The Company’s first payment of $10,000 was paid on June 24, 2010. As of July 31, 2010, the Company has paid an additional $27,603 in land stake fees to the local government. These payments are applied towards the $200,000 due to St. Elias.

Amarok Resources, Inc.

(An Exploratory stage company)

Notes to The Financial Statements

4. Fair Value Accounting

Fair Value Measurements

The Company follows the provisions of ASC No. 820-10 (ASC 820-10), “Fair Value Measurements.” ASC 820-10 relates to financial assets and financial liabilities. ASC 820-10 defines fair value, establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (GAAP), and expands disclosures about fair value measurements. The provisions of this standard apply to other accounting pronouncements that require or permit fair value measurements and are to be applied prospectively with limited exceptions.

ASC 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This standard is now the single source in GAAP for the definition of fair value, except for the fair value of leased property as defined in SFAS 13. ASC 820-10 establishes a fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity’s own assumptions, about market participant assumptions, that are developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under ASC 820-10 are described below:

Level 1

Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2

Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3

Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data.)

The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of July 31, 2010:

			Carrying
	Level	Fair Value	Amount
Liabilities
Accounts payable	2	$5,264	$5,264
Due to related parties	2	$34,476	$34,476

Recorded values of professional fees payable, other accounts payable, and due to related party approximate fair values due to the short maturities of such instruments.

5. Related Party Transactions

As discussed in Note 3, on February 22, 2010 the Company entered into an agreement with Carlin Gold Resources, Inc, (“Carlin”) in which Carlin assigned the Company all of its rights, title, and interest in an exploration agreement between it and Trio Gold Corp (“Trio”). Trio is a company incorporated in the Province of Alberta Canada. Trio’s current President is Harry Ruskowsky, the father of the Company’s sole officer and director. Further, Roger Janssen is the sole officer, director and shareholder of Carlin and a business associate of the Company’s sole officer and director.

As discussed in Note 6, on March 11, 2010 the Company’s sole officer and director returned 80,000,000 shares of common stock for cancellation.

For the nine months ended July 31, 2010 and 2009, the Company recognized contributed office space from a related party totaling $1,000 and $1,500, respectively, with an offset to additional paid-in capital, representing the estimated fair value of the contributed office space.

For the nine months ended July 31, 2010 and 2009, the Company recognized contributed services from a related party totaling $750 and $1,500, respectively, with an offset to additional paid-in capital, representing the estimated fair value of the contributed services.

In January 2010, an agreement went into effect whereby the Company is paying a company affiliated with the Company’s sole officer and director for consulting services of $8,000 a month on a month-to-month basis. A total of $56,000 was charged to operations for the nine-month period ended July 31, 2010. Accounts payable to this related party totaled $31,000 at July 31, 2010.

6. Stockholders Equity (Deficit)

Effective February 23, 2010, the Company completed a 60:1 stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they occurred at the Company’s inception.

In February 2010, the Company issued 3,000,000 shares of its common stock for $2,000,000 and incurred offering costs of $50,000.

On February 22, 2010, the Company issued 100,000 shares of its common stock for receipt of the assignment of the Trio Gold Corp. Exploration Agreement dated January 28, 2010, valued at $168,000, based upon the trading value of the shares on date of issuance.

On February 22, 2010, the Company issued 144,240 shares of its common stock equaling 0.2% of the outstanding shares to Trio Gold Corp. pursuant to the terms of the assigned Exploration Agreement dated January 28, 2010, valued at $242,323, based upon the trading value of the shares on date of issuance.

On March 11, 2010, the Company’s sole officer and director returned 80,000,000 shares of common stock for cancellation.

On April 1, 2010, the Company issued 30,000 shares of its common stock in consideration for geology services valued at $76,200. The services are being amortized over the six-month term of the agreement. Amortization as of July 31, 2010 is $50,800 and has been charged to operations and included in exploration costs.

In April 2010 the company issued 1,000,000 shares of its common stock for $1,000,000.

For the nine months ended July 31, 2010, the Company recognized additional paid-in capital for contributed office space totaling $1,000 and contributed services totaling $750.

On June 4, 2010, the Company entered into a consulting agreement with an outside consultant to perform work for the Company for the period of six months ending December 2010. Compensation provided to the consultant will be $4,000 a month, as well as 10,000 shares of the Company’s common stock provided as a signing bonus. Amortization as of July 31, 2010 is $2,225 and has been charged to operations and included in exploration costs.

7. Income Taxes

The Company accounts for income taxes under ASC No. 740 (ASC 740), “Accounting for Income Taxes”. This statement mandates the liability method of accounting for deferred income taxes and permits the recognition of deferred tax assets subject to an ongoing assessment of realizability.

As of July 31, 2010, the Company had estimated federal net operating loss carry forwards totaling approximately $1,589,000 that can be used to offset future federal income tax. The federal net operating loss carryforwards expire at various dates through 2028. Deferred tax assets resulting from the net operating losses are reduced by a valuation allowance, when, in the opinion of management, utilization is not reasonably assured. At July 31, 2010, the Company’s gross deferred tax asset totaled $540,0000. This amount was reduced 100% by a valuation allowance, making the net deferred tax asset $0.

8. Subsequent Events

No subsequent events are noted at this time.

Amarok Resources, Inc.

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations

This statement may include projections of future results and “forward looking statements” as that term is defined in 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”). All statements that are included in this Quarterly Report, other than statements of historical fact, are forward looking statements. Although management believes that the expectations reflected in these forward looking statements are reasonable, it can give no assurance that such expectations will prove to have been correct.

The following discussion and analysis provides information which management of Amarok Resources, Inc. (the "Company") believes to be relevant to an assessment and understanding of the Company's results of operations and financial condition. This discussion should be read together with the Company's financial statements and the notes to financial statements, which are included in this report.

Because of the nature of a new company with limited operational history the reported results will not necessarily reflect the future.

Summary of Operations

On January 29, 2010, the Company filed an amendment to its articles of incorporation changing its name to Amarok Resources, Inc. In the same amendment, the Company changed its authorized capital to 175,000,000 shares of common stock at a restated par value of $.001. Effective February 23, 2010, the Company completed a 60:1 stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they occurred at the Company’s inception.

Effective February 1, 2010, the Company entered the exploratory stage as defined under the provisions of Accounting Codification Standard (“ASC”) 915-10. The Company is currently seeking an operating business in which to acquire.

Rodeo Creek Project, Nevada

During the earn-in-period, the Company is to provide $5,500,000 in funding to cover operational costs according to the following schedule: $1,500,000 during the 2010 budget year, $2,000,000 during the 2011 budget year and $2,000,000 during the 2012 budget year. Each budget year shall commence on January 1 of that year and end on December 31 of that same year. Once the Company has provided $5,500,000 in funding for the project, the Company and Trio shall fund the operational costs jointly, with the Company providing 75% of the funds and Trio providing 25% of the funds.

Amarok Resources, Inc.

Trio is a company incorporated in the Province of Alberta Canada. Trio’s current President is Harry Ruskowsky, the father of the Company’s sole officer and director.

Roger Janssen is the sole officer, director and shareholder of Carlin and a business associate of the Company’s sole officer and director.

Cueva Blanca Gold Property

(a) making cash payments of $200,000 to St. Elias over a two-year period;

(b) issuing 100,000 common shares in the capital of Amarok to St. Elias; and

In addition, the Company shall have the right to purchase one-half of the 1.5% NSR from St. Elias for the sum of $1,500,000, thereby reducing the NSR payable to from 1.5% to 0.75%.

The Company’s first payment of $10,000, was paid on June 24, 2010. As of July 31, 2010, the Company has paid $27,603 in land stake fees to the local government. These payments are applied towards the initial $200,000 due to St. Elias.

Amarok Resources, Inc.

Financial Summary

Financial results for the three and nine month periods ending July 31, 2010 and 2009 reflect significant differences due to the mining agreements previously discussed and the Company's increased operational activities entered into as a result of these agreements. The Company's cash position increased dramatically due to net proceeds of $1,950,000 realized from the issuance of common stock; being used for exploration and development of mining claims and general operating activities. The following discussion further shows the increased operational activity occurred during the three-month period ending July 31, 2010.

Results of Operations for the Three-Months Ended July 31, 2010

The Company reports a net loss of $721,832 for the three-months ended July 31, 2010. The net loss for the period is comprised of $685,198 in exploration costs, $24,000 for management fees, $551 for professional services, $3,600 for rent, and $8,911 for other general and administrative expenses; during the period $428 was realized from interest income.

For the three-month period ending July 31, 2009, the net loss was for the period was $14,404; and, was comprised of $750 each for contributed services and rent, professional fees of $12,755, plus other general and administrative expenses of $149 for a total of $14,404.

Results of Operations for the Nine-Months Ended July 31, 2010

Net loss for the nine-month period ended July 31, 2010 was $1,588,952. The net loss for the period is comprised of $1,483,221 in exploration costs, $56,000 for managements fees; $24,793 for professional services; and $17,612 for other general and administrative expenses; plus $724 realized from interest income; and additional $750 for contributed services and $750 for contributed rent.

The Company reports a net loss of $18,165 for the nine-month period ending July 31, 2009. The net loss is comprised of $2,250 for contributed services, $2,250 for rent, $12,755 for legal and professional fees, and $910 for other general and administrative expenses.

Liquidity and Capital Resources

During the nine-month period ending July 31, 2010 the Company’s cash position increased by $860,117.

Net cash used in operating activities totaled $1,089,883, which included a $75,000 royalty paid in connection with the acquisition of the Trio Gold mining claims. An additional $900,000 was paid for testing, drilling and other related exploration costs.

Cash provided by financing activities was $2,000,000 from proceeds realized from the issuance of common stock, less $50,000 for offering costs.

We are in exploratory stage operations and have not yet generated any revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns.

We will continue to seek additional financing in order to obtain the capital required to continue implementation of our business plan.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available to us on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to our existing shareholders.

Off-Balance Sheet Arrangements

None Applicable

Amarok Resources, Inc.

Item 3 - Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

Item 4T - Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer (who is also our principal financial officer), of the effectiveness of the design and operation of our disclosure controls and procedures, or “disclosure controls,” pursuant to Exchange Act Rule 13a-15(e). Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this quarterly report, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

Based on that evaluation, our principal executive officer has concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are not effective in ensuring that information required to be disclosed in our Exchange Act reports is recorded, processed, and summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms to allow timely decisions regarding required disclosure.

Because of the limited personnel and lack of segregation of duties, management determined that a material weakness existed in the processes, procedures and controls related to the preparation of our quarterly financial statements. This material weakness could result in the reporting of financial information and disclosures in future consolidated annual and interim financial statements that are not in accordance with generally accepted accounting principles.

Changes in Internal Controls

The weaknesses noted above, including those related to limited personnel, were addressed during the quarter ended July 31, 2010. The Company has taken the following steps to remedy these weaknesses:

	1.	Hired an experienced outside accountant in February 2010 to assist in our financial reporting process.
	2.	The consultant is in the process of implementing procedures to improve segregation of duties in the cash receipts, disbursements, reconciliation and reporting process.,

		3.	Consultant is also to implement procedures to improve the transaction processing, reconciliation and reporting process.

Other than described above, there has been no change in our internal control over financial reporting in connection with the evaluation required by Rule 13a-15(e) under the Exchange Act that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Amarok Resources, Inc.

Part II OTHER INFORMATION

Item 1 Legal Proceedings

None, for the period ending July 31, 2010.

At this time, the Company is unaware of any legal proceedings to which it is a potential party.

Item 2 Unregistered Sales of Equity Securities and Use of Proceeds

On February 22, 2010, the Company issued 100,000 shares of its common stock for receipt of the assignment of the Trio Gold Corp. Exploration Agreement dated January 28, 2010, valued at $168,000.

On April 1, 2010, the Company issued 30,000 shares of its common stock in consideration for geology services valued at $76,200.

All sales were issued as exempted transactions under Section 4(2) of the Securities Act of 1933 and are subject to Rule 144 of the Securities Act of 1933. The recipient(s) of our securities took them for investment purposes without a view to distribution. Furthermore, they had access to information concerning our Company and our business prospects; there was no general solicitation or advertising for the purchase of our securities; and the securities are restricted pursuant to Rule 144.

Item 3 Defaults upon Senior Securities

None, for the period ending July 31, 2010

Item 4 Submission of Matters to a Vote of Security Holders

None, for the period ending July 31, 2010

Item 5 Other Information

Effective February 23, 2010, the Company authorized a 60:1 stock split. The accompanying financial statements have been restated to reflect the change in capital and stock split as if they occurred at the Company’s inception.

Item 6 Exhibits and Reports

Current Report on Form 8-K

Filed with the Securities and Exchange Commission on March 4, 2010

Section 1 Item 1.01 Entry into a Material Definitive Agreement

Section 3 Item 3.02 Unregistered Sales of Equity Securities

Section 5 Item 5.06 Change in Shell Company Status

Section 8 Item 8.01 Other Events Press Releases

Section 9 Item 9.01 Exhibits

Amarok Resources, Inc.

Exhibits

Amarok Resources, Inc. includes by reference the following exhibits:

3.1	Articles of Incorporation, exhibit 3.1 filed with the registrant’s Registration Statement on Form S -1, as amended; filed with the Securities and Exchange Commission on January 6, 2009.
3.2	Bylaws, filed as exhibit 3.2 with the registrant’s Registration Statement on Form S-1, as amended; filed with the Securities and Exchange Commission on January 6, 2009.
3.3	Amended Articles of Incorporation, filed as exhibit 3.3 with the Registrant’s Current Report on Form 8-K filed March 4, 2010.
10.1	Assignment of Exploration Agreement between the Company and Carlin Gold Resources, Inc., a Nevada Corporation – signed February 22, 2010; filed as exhibit 10.1 with the Registrant’s Current Report on Form 8-K filed March 4, 2010.
10.2	Exploration Agreement made and entered into as of January 28, 2010, between Carlin Gold Resources, Inc., a Nevada Corporation, and Trio Gold Corp, a company incorporated in the Province of Alberta Canada; filed as exhibit 10.2 with the Registrant’s Form 8-K filed March 4, 2010.

Amarok Resources, Inc. includes herewith the following exhibits:

10.3	Agreement made and entered into as of April 16, 2010, between the Company and St. Elias Mines Ltd. April 16, 2010.
31.1	Certification of Principal Executive Officer (Rule 13a-14(a)/15(d)-14(a))
32.1	Certification of Principal Executive Officer (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.

		Amarok Resources, Inc.

	Date: September 17, 2010	By: /s/ Ron Ruskowsky
		Ron Ruskowsky
		President, Treasurer and Director
		Principal Executive Officer
		Principal Financial Officer