PVEN Press Ventures Inc (CE)

Item 2. Management's Discussion and Analysis of Financial Conditions and Results of Operations.

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our unaudited interim financial statements from our inception (October 5, 2010) to January 31, 2013 and the three months ended January 31, 2013, together with the notes thereto included in this Form 10-Q. The discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors.

Overview

On June 18, 2012, Lynda Cambly (the “ Purchaser ” ) entered into a Stock Purchase Agreement (the “ Purchase ” ) with Caroline Johnston (the “ Seller ” ) pursuant to which the Seller sold 5,500,000 shares of common stock of the Company, representing approximately 66.27% of the total issued and outstanding shares of common stock of the Company. The Purchaser acquired 5,500,000 shares of common stock and attained voting control of the Company.

On June 18, 2012, Caroline Johnston resigned as President, Secretary/Treasurer and Chief Executive Officer of the Company effective immediately. Ms. Johnston appointed Lynda Cambly as President, Secretary/Treasurer and Chief Executive Officer of the Company effective immediately.

Concurrently, the Company changed the location of its principal executive offices from 1733 First Avenue NW, Calgary, Alberta, Canada T2N 0B2 to 542 Syndicate Ave South, Thunder Bay, Canada, P7E 1E7 and changed its telephone number from (403) 648-2720 to (905) 362-9389, effective June 18, 2012.

About Our Claims and Our Company

Press Ventures, Inc. was incorporated under the laws of the state of Nevada on October 5, 2010.

The Company is a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company is a mining exploration stage company engaged in the acquisition and exploration of mineral properties. The Company has acquired a claim called Tara Property covering 462.22 hectares located in the Omineca Mining Division of British Columbia, Canada. This property consists of one claim. The Tara Property consists of one mineral claim and the property covers the Bull showings. We refer to this claim as the “ Property ” or the “ Claim ” throughout this Report. We acquired the Property for the cost of $5,000. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We have not generated revenue from mining operations. The Property is in good standing until May 30, 2013.

To date, we have purchased the Claim and completed a technical report on the Claim. We have not yet commenced any exploration activities on the Claim other than completing a technical report. We plan to explore for minerals on the Property. The Property may not contain any mineral reserves and funds that we spend on exploration may be lost. Even if we complete our current exploration program and are successful in identifying a mineral deposit, we will be required to expend substantial funds to bring our claim to production. Ms. Cambly, our sole officer and director, has not personally visited the Property but is relying upon her discussions with the geologist and her recommendations based upon her expertise and experience in mining operations in Western Canada.

There is no assurance that a commercially viable mineral deposit exists on our claim. We do not have any current plans to acquire interests in additional mineral properties, although we may consider such acquisitions in the future.

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly we must raise cash from sources other than the sale of minerals found on our property. Our only other source of cash at this time is advances from our officer and director and investment by others through loans or sale of our common equity. Our success or failure will be determined by what we find under the ground.

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Plan of Operation

Exploration Stage Company

We are considered an exploration or exploratory stage company because we are involved in the examination and investigation of land that we believe may contain minerals for the purpose of discovering the presence of such minerals, if any, and its extent. There is no assurance that commercially viable minerals exist on the property underlying our British Columbia Claim, and a great deal of further exploration will be required before a final evaluation as to the economic and legal feasibility for our future exploration is determined. To date, we have not discovered an economically viable reserve on the property underlying our interests, and there is no assurance that we will discover one.

Exploration Plan

In October 2010, we engaged John Ostler; M.Sc., P. Geo., an independent professional mining geologist, to assess the Property for mineral occurrences.

Mineral property exploration is typically conducted in phases. We have not yet commenced the initial phase of exploration on the Property; however, our consulting geologist recommends the exploration work based on the results from the most recent phase of technical and area review. Once we have completed each phase of exploration and analyzed the results, we will make a decision as to whether we will proceed with each successive phase. Our President will make this decision based upon the recommendations of John Ostler. Our goal in exploration of the Property is to ascertain whether it possesses economic quantities of polymetallic veins. We cannot assure you that any economical mineral deposits exist on the Property until appropriate exploration work is completed. Even if we complete our proposed exploration program on the Property and we are successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit.

We do not intend to hire employees at this time. All of the work on the Property will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation.

A two-phase exploration program is recommended. The first phase comprises geological mapping and prospecting. If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching.

The first phase would consist of geological mapping and prospecting. Geological mapping involves plotting previous exploration data relating to a property area on a map in order to determine the best property locations to conduct subsequent exploration work. Prospecting involves analyzing rocks on the property surface with a view to discovering indications of potential mineralization. The first phase is estimated to cost $25,894 (including taxes and contingencies).

According to Mr. Ostler, the subdued topography of the northern part of the property area would make soil geochemical and geophysical surveys most useful during a subsequent phase of work. Also during a second phase of exploration, mineral showings that were discovered during the first phase of mapping and prospecting should be trenched and sampled.

If reasonable encouragement is generated by the results of the first-phase program, it should be followed by a second-phase program of soil survey and possibly hand-trenching. The cost of the second phase of exploration is estimated to cost $109,608.

If we are unable to complete any phase of exploration because we don’t have enough money, we will cease activities until we raise more money. If we can ’ t or don’t raise more money, we will cease activities. If we cease activities, we have no plans for any other business activity.

On May 10, 2012, the Company signed an option agreement with Signal Exploration Inc. ( “ Signal ” ), a Canadian company listed on the TSX Venture Exchange, whereby Signal would earn 51% interest in the Property by paying Cdn. $7,000 and incurring Cdn $20,000 in exploration expenditures by December 31, 2012. Signal would earn a further 24% interest in the Property by incurring an additional Cdn. $300,000 before December 31, 2016. After Signal has acquired 75% interest in the Property, the Company must incur Cdn $1 million exploration expenditures to retain its 25% interest; otherwise, the Company would forfeit its remaining 25% interest in the Property. Subsequently, the parties mutually agreed to terminate the option agreement.

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Results of Operations

We did not earn any revenues for the three months ended January 31, 2013 and from inception on October 5, 2010 to January 31, 2013. We do not anticipate earning revenues until such time as we have entered into commercial production of our mineral properties. We are presently in the exploration stage of our business and we can provide no assurance that we will discover commercially exploitable levels of mineral resources on our properties, or if such resources are discovered, that we will enter into commercial production of our mineral properties.

We incurred operating expenses in the amount of $2,500 for the three months ended January 31, 2013, which comprises mainly of professional fees. For the three months ended January 31, 2012, we incurred a total operating expense in the amount of $6,364, which was comprised mainly of professional fees and mineral exploration expenditures. Since our Company has completed the filings with the SEC, the decrease in operating expenses during the three months ended January 31, 2013 is mainly the result of a decrease in legal fees.

We incurred total operating expenses in the amount of $72,240 from inception on October 5, 2010 through January 31, 2013. These operating expenses are comprised of general administrative expenses totaling $58,945 (mainly for professional fees), mineral property impairment of $5,000 and mineral exploration totaling $8,295.

The shareholders may read and copy any material filed by us with the SEC at the SEC ’ s Public Reference Room at 100 F Street N.W., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which we have filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov.

Liquidity and Capital Resources

As at January 31, 2013, we had a cash balance of $0.

We do not anticipate generating any revenue for the foreseeable future. When additional funds become required, the additional funding will come from equity financing from the sale of our common stock, the sale of part of our interest in our mineral claims, or additional advances from directors and officers. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our company.

We do not have any financing arranged, and we cannot provide investors with any assurance that we will be able to raise sufficient funds from the  sources noted above to fund Phase One or Phase Two. In the absence of such financing, our business will fail.Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We base this expectation, in part, on the fact that very few mineral claims in the exploration stage ultimately develop into producing, profitable mines. Our future financial results are also uncertain due to a number of factors, some of which are outside our control. These factors include, but are not limited to:

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Our ability to raise additional funding;

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The results of our proposed exploration programs on the mineral property, and;

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Our ability to find joint venture partners for the development of our property interests.

Due to our lack of operating history and present inability to generate revenues, our auditors have stated their opinion that there currently exists a substantial doubt about our ability to continue as a going concern. Even if we complete our current exploration program, and it is successful in identifying a mineral deposit, we will have to spend substantial funds on further drilling and engineering studies before we will know if we have a commercially viable mineral deposit or reserve.

Going Concern Consideration

The report of our independent registered public accounting firm for the period ended October 31, 2012 raises substantial doubt about our ability to continue as a going concern based on the absence of an established source of revenue, recurring losses from operations, and our need for additional financing in order to fund our operations in fiscal 2013.

Our operations and financial results are subject to various risks and uncertainties that could adversely affect our business, financial condition and results of operations.

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Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Forward Looking Statements

The information in this quarterly report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ” ). These forward-looking statements involve risks and uncertainties, including statements regarding the Company ’ s capital needs, business strategy and expectations. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “ may, ” “ will, ” “ should, ” “ expect, ” “ plan, ” “ intend, ” “ anticipate, ” “ believe, ” “ estimate, ” “ predict, ” “ potential ” or “ continue, ” the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined from time to time, in other reports we file with the Securities and Exchange Commission (the “ SEC ” ). These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. The information constitutes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.