Custom Restaurant & Hospitality 10QSB 2007 Q1 Quarterly report (small business)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended October 31, 2006

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

For the transition period from _____________ to _________________

Commission file number: 333-129664

CLARON VENTURES, INC.
(Exact name of small business issuer as specified in its charter)

Nevada	98-0470356
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)

#2-630 2ND AVE. SASKATOON, SASKATCHEWAN, S7K-2C8 CANADA
(Address of principal executive offices)

(306)-374-1753
(Registrant's telephone number)

Check whether the registrant (1) has 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 [ ]

As of December 14, 2006, 450,269,014 shares of Common Stock of the issuer were outstanding ("Common Stock").

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [x] No [ ].

Transitional Small Business Disclosure Format(Check one): Yes [ ] No[X]

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CLARON VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEET

(Unaudited)

		October 31,
		2006
ASSETS
Cash	$	7,208
Total Assets	$	7,208

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
Accounts payable & accrued liabilities	$	10,688
Total current liabilities		10,688

Commitments

STOCKHOLDERS’ EQUITY:
Preferred stock $.001 par value, 10,000,000 shares authorized, none issued		-
Common stock, $.001 par value, 750,000,000 shares authorized, 450,269,014
shares issued and outstanding		450,269
Additional paid in capital		(365,728	)
Deficit accumulated during the exploration stage		(88,021	)
Total stockholders’ equity		(3,480	)

Total Liabilities and Stockholders’ Equity	$	7,208

See accompanying notes to financial statements

CLARON VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

Three Months ended October 31, 2006 and 2005 and the period

From Inception (July 7, 2005) to October 31, 2006

(Unaudited)

								Inception
		Three Months			Three Months			through
		October 31,			October 31,			October 31,
		2006			2005			2006
Operating expenses:
Exploration Expenses	$	-		$	-		$	18,218
Other general and
administrative		10,530			31,500			69,803
Loss from operations		10,530			31,500			88,021

Interest expense		-			-			-

Net loss	$	(10,530	)	$	(31,500	)	$	(88,021	)

Net loss per share:
Basic and diluted	$	(0.00	)	$	(0.00	)

Weighted average shares
outstanding:
Basic and diluted		450,269,014			450,269,014

See accompanying notes to financial statements

CLARON VENTURES, INC.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

Three Months ended October 31, 2006 and 2005 and the period

From Inception (July 7, 2005) to October 31, 2006

(Unaudited)

								Inception
		Three Months			Three Months			through
		October 31,			October 31,			October 31,
		2006			2005			2006
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss	$	(10,530	)	$	(31,500	)	$	(88,021	)
Adjustments to reconcile net loss
to net cash
used in operating activities:
Changes in:
Shareholder Receivable		-			807			-
Prepaid Attorney Fees		-			3,000			-
Accounts payable & accrued liabilities		9,258			2,000			10,688

NET CASH USED IN OPERATING
ACTIVITIES		(1,272	)		(25,693	)		(77,333	)

CASH FLOWS FROM INVESTING
ACTIVITIES:		-			-			-

CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of common stock		-			69,046			84,541
Loan from related party		-			43
CASH FLOWS FROM FINANCING
ACTIVITIES		-			69,089			84,541

NET CHANGE IN CASH		(1,272	)		43,396			7,208
Cash, beginning of period		8,480			-			-
Cash, end of period	$	7,208		$	43,396		$	7,208

SUPPLEMENTAL CASH FLOW
INFORMATION:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

See accompanying notes to financial statements

CLARON VENTURES, INC.

(A EXPLORATION STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying unaudited interim financial statements of Claron Ventures, Inc. have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.

NOTE 2 – Subsequent Events

Effective November 10, 2006, the Company amended its articles such that the authorized capital of the Company was increased to 750,000,000 shares of common stock and 10,000,000 shares of preferred stock.

Additionally, the Company effected a twenty-six for one (26:1) forward split of its outstanding common stock, also effective November 10, 2006. The forward split is reflected retroactively on the financial statements.

On December 6, 2006, the Company entered into an Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT in exchange solely for the issuance of 5,000,000 preferred shares (the “Super Voting Preferred Stock”) of the Company, each preferred share to have the equivalent of 100 common share voting rights and 200,000, 000 shares of common stock (in exchange for all of the issued and outstanding shares of NT). It is proposed that the Company would effect a recapitalization such that the number of common shares held by its existing shareholders would not exceed 60,000,000.

In addition, PetroHunter is to receive a five-year warrant entitling PetroHunter and its affiliates to purchase an equivalent number of securities as the Company issues pursuant to any financing completed within five years from the date of the Agreement on the same terms as such financing, except that, on each anniversary of the warrant, the price per security payable upon exercise of the warrant would increase by 10%.

If completed, this proposed transaction would be a reverse acquisition as it would result in the issuance of 200,000,000 common shares of the Company to the shareholders of NT as well as the issuance of the 5,000,000 Super Voting Preferred Stock which would give PetroHunter control of the Company.

Pursuant to the terms of the Agreement, the Company appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Agreement.

NT was formed in Nevada in October 2006 to explore and develop all of the current and future onshore Australian Northern Territory assets of PetroHunter. NT acquired an undivided 50% working interest in Exploration Permit 98 from PetroHunter and will acquire PetroHunter’s remaining Northern Territory assets (namely, an undivided 50% working interest in Exploration Permits 76, 99, and 117) pursuant to the terms of a purchase and sale agreement for $15 million.

Completion of the transaction is subject to several conditions, including the completion of satisfactory due diligence by the parties and NT having raised at least $15,000,000 in a private placement by January 10, 2007 in order to complete its acquisition of the Exploration Permits. Under the terms of the Agreement, investors in the $15,000,000 private placement would exchange their interests in NT for common shares of the Company.

The parties contemplate entering into a definitive agreement on or before December 31, 2006 containing substantially the same terms as the Agreement, but if a definitive agreement is not reached, then the Agreement shall bind the parties.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

CERTAIN STATEMENTS IN THIS QUARTERLY REPORT ON FORM 10-QSB (THIS "FORM 10-QSB"), CONSTITUTE "FORWARD LOOKING STATEMENTS" WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1934, AS AMENDED, AND THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 (COLLECTIVELY, THE "REFORM ACT"). CERTAIN, BUT NOT NECESSARILY ALL, OF SUCH FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD-LOOKING TERMINOLOGY SUCH AS "BELIEVES", "EXPECTS", "MAY", "SHOULD", OR "ANTICIPATES", OR THE NEGATIVE THEREOF OR OTHER VARIATIONS THEREON OR COMPARABLE TERMINOLOGY, OR BY DISCUSSIONS OF STRATEGY THAT INVOLVE RISKS AND UNCERTAINTIES. SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE THE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS OF CLARON VENTURES, INC. ("CLARON", "THE COMPANY", "WE", "US" OR "OUR") TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. REFERENCES IN THIS FORM 10-QSB, UNLESS ANOTHER DATE IS STATED, ARE TO OCTOBER 31, 2006. ADDITIONALLY, UNLESS OTHERWISE STATED ALL AMOUNTS LISTED HEREIN ARE IN UNITED STATES DOLLARS AND AMOUNTS PRECEDED BY "CDN" ARE IN CANADIAN DOLLARS.

BUSINESS HISTORY

We were incorporated as Claron Ventures, Inc. in Nevada on July 12, 2005. We have, as of October 31, 2006 760,000,000 shares of stock authorized, representing 750,000,000 shares of Common Stock, $0.001 par value and 10,000,000 shares of preferred stock, $0.001 par value (see notes to financial statements regarding increase in authorized capital effected subsequent to October 31, 2006). We plan to explore and mine for silver, copper and other minerals on properties in British Columbia, Canada.

We own 100% of the mineral rights on the "Lucky Todd 1" and "Lucky Todd 2" claim grounds, which represent approximately 550 acres located in southwestern British Columbia, Canada, 22 miles west of Princeton, British Columbia ("Lucky Todd Claims").

The Lucky Todd Claims consist of twelve cell claims, which were acquired by us on July 6, 2005. Cell claims are the terms used for mining claims in British Columbia, Canada, and consist of twenty (20) hectares (or approximately 49.4 acres). The rights to four of the cells were to expire on March 22, 2006, but were extended by us for an additional year and now expire on March 22, 2007. The rights to the remaining eight cells expire on July 8, 2006 but were extended by us for an additional year and now expire on July 8, 2007.

The Company completed a Phase I initial exploration program on the Lucky Todd 1 in its last fiscal year which included exploring the area for mineral deposits by taking ground samples. The results of the Lucky Todd 1 exploration program showed that a limited amount of copper was present in the ground samples. As these results were discouraging we no longer plan to conduct further exploration activities on the Lucky Todd 1 in the future and intend to allow the Lucky Todd Claims to lapse.

The Company intends to remain in the business of exploring and developing resource properties until such time as it is able to find an economically viable property. However, given recent increases in oil and gas activities, it will focus its efforts in replacing the Lucky Todd Claims with an oil and gas property.

To this end, the Company intends to change its name to “Outback Energy Corporation” but has not yet completed such a name change.

THE NT AGREEMENT:

In furtherance of its business goal of acquiring an oil and gas property more promising than its Lucky Todd Claims, on December 6, 2006, the Company entered into an Agreement with PetroHunter Energy Corporation (“PetroHunter”) and its subsidiary, PetroHunter Energy NT Ltd. (“NT”), for the Company’s acquisition of NT in exchange solely for the issuance of 5,000,000 preferred shares (the “Super Voting Preferred Stock”) of the Company, each preferred share to have the equivalent of 100 common share voting rights and 200,000, 000 shares of common stock (in exchange for all of the issued and outstanding shares of NT). It is proposed that the Company would effect a recapitalization such that the number of common shares held by its existing shareholders would not exceed 60,000,000.

In addition, PetroHunter will receive a five-year warrant entitling PetroHunter and its affiliates to purchase an equivalent number of securities as the Company issues pursuant to any financing completed within five years from the date of the Agreement on the same terms as such financing, except that, on each anniversary of the warrant, the price per security payable upon exercise of the warrant would increase by 10%.

Pursuant to the terms of the Agreement, the Company appointed Matthew R. Silverman and Stephen Schultz as directors concurrently with entering into the Agreement.

EXISTING MINERAL RIGHTS

The Company intends to allow its existing mineral rights to the Lucky Todd Claims to lapse.

We own 100% of the mineral rights of the "Lucky Todd 1" and "Lucky Todd 2" claim grounds, which represents approximately 550 acres located in southwestern British Columbia, Canada, 22 miles west of Princeton, British Columbia ("Lucky Todd Claims"). Access to the claims is provided by a gravel road. Our management believes that the property is currently in good condition. There is currently no equipment and/or infrastructure of any kind on the Lucky Todd Claims, nor is there any current source of power on the property or any immediate plans to provide power. The Lucky Todd Claims do not contain any known reserves.

We completed preliminary studies on the Lucky Todd Claims. In connection with those studies, tunneling was done and a soil sample was taken from the claims. As results were discouraging, particularly from Lucky Todd 1, we do not plan to perform further exploration of the Lucky Todd Claims.

The Lucky Todd Claims consist of the following claims:

CLAIM NAME	NUMBER OF CELLS	TENURE NUMBER	DATE OF GRANT	EXPIRATION DATE*

Lucky Todd	4	509396	March 22, 2005	March 22, 2007
Lucky Todd 2	8	516354	July 8, 2005	July 8, 2007

EMPLOYEES

We currently have no employees other than our sole officer and Director, Trevor Sali. We plan to use contractors in the future if the need arises during the course of our exploration and/or development activities, in the future.

EXPLORATION WORK

All exploration work to be completed by us on our Lucky Todd Claims was conducted by or under the supervision of Laurence Sookochoof. Laurence Sookochoff is a consulting geologist and principal of Sookochoff Consultants Inc., which has an office at 1305-13233 Homer Street, Vancouver, British Columbia, Canada, V6B 5T1. He is registered and is in good standing with the Association of Professional Engineers and Geoscientists of British Columbia, Canada.

As the Company is no longer pursuing exploration and development of the Lucky Todd Claims, it is likely that exploration work will be conducted by other persons or entities. At this time, the Company has no agreements to have exploration work conducted by any persons or entities.

DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

We do not depend on one or a small number of customers, as we have not successfully discovered or extracted any commercial quantities of resources from its mineral properties to date. We have no customers and have not generated any revenues to date.

PATENTS, TRADEMARKS AND LICENSES

We have no patents, trademarks or licenses. We do own the mineral rights to certain property in British Columbia, Canada, which are explained in detail above.

NEED FOR GOVERNMENT APPROVAL

As the Company no longer intends to pursue exploration of its mineral development properties, no government or regulatory approvals are required.

If the Company completes its proposed acquisition of NT described above (see “The NT Agreement”), its subsidiary, NT, will have to obtain mineral exploration licences and approvals from whatever jurisdictions it operates in.

COSTS AND EFFECTS OF COMPLIANCE WITH ENVIRONMENTAL LAWS

All of our exploration, development and production activities which we may undertake in the future on any properties will be subject to regulation by governmental agencies under various environmental laws. These laws address emissions to the air, discharges to water, management of wastes, management of hazardous substances, protection of natural resources, antiquities and endangered species, and reclamation of lands disturbed by mining operations.

Additionally, depending on the results of our exploration activities, if completed, and what mining activities we may undertake, certain regulations may also require us to obtain permits for our activities. These permits normally may be subject to public review processes resulting in public approval of the activity. While these laws and regulations may govern how we conduct many aspects of our business, we do not believe that they will have a material adverse effect on our results of operations or financial condition. We plan to evaluate our operations in light of the cost and impact of environmental regulations on those operations. We also plan to evaluate new laws and regulations as they develop to determine the impact on, and changes necessary to, our planned operations. Additionally, it is possible that future changes in these laws or regulations could have a significant impact on some portion of our business, causing us to reevaluate those activities at that time.

PLAN OF OPERATION FOR THE NEXT TWELVE MONTHS

The Company intends to seek new business opportunities or, in the event that its proposed acquisition of NT closes, to concentrate on exploration and development of the NT properties.

In the event that the acquisition of NT closes, the Company will be required to file a Report on Form 8-K, within four (4) days of the closing, which discloses a plan of operations as well as discloses other information concerning NT and its properties.

RESULTS OF OPERATIONS

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED OCTOBER 31, 2006

We generated no revenues for the three month period ended October 31, 2006.

We had total operating expenses of $10,530 for the three months ended October 31, 2006 as compared to $31,500 for the corresponding period ending October 31, 2005. The decrease resulted from the fact that our operating expenses included only general and administrative expenses in this period as opposed to other expenses we have incurred in the past, such as exploration expenses on the Lucky Todd Claims and legal / other expenses relating to regulatory filings which have now been completed.

We had a net loss of $10,530 for the three months ended October 31, 2006. We had a net loss of $31,500 for the three months ended October 31, 2005. This year’s loss was lower due to completion of the Company’s SB2 registration statement in a prior period, which reduced expenses in the current year, and due to no expenditures to date in this fiscal year on exploration of the Company’s mineral properties.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2006, we had $7,208 of current assets, consisting solely of $7,208 of cash. Because of its intent not to pursue further exploration of its Lucky Todd Claims, the Company’s investment in these mineral properties has been written down.

We had $10,688 of current liabilities, representing accounts payable and accrued liabilities as of October 31, 2006.

We had an accumulated deficit of $87,281 and net working capital deficit of $3,480 as of October 31, 2006.

We had net cash used in operating activities of $1,272 for the three months ended October 31, 2006. This compares to net cash used in operating activities of $25,693 for the corresponding period in 2005. The decrease in net cash used in operating activities was due to a decrease in general and administrative expenses.

We have no current commitments from our officer and Director, Trevor Sali, or any of our shareholders to supplement our operations or provide us with financing in the future. If we are unable to raise additional capital from conventional sources and/or additional sales of stock in the future, we may be forced to curtail or cease our operations. Even if we are able to continue our operations, the failure to obtain financing could have a substantial adverse effect on our business and financial results.

We may not be able to close any planned acquisition of NT without additional working capital. The Company is seeking to secure such working capital.

In the future, we may be required to seek additional capital by selling debt or equity securities, selling assets, or otherwise be required to bring cash flows in balance when we approach a condition of cash insufficiency. The sale of additional equity or debt securities, if accomplished, may result in dilution to our then shareholders. We provide no assurance that financing will be available in amounts or on terms acceptable to us, or at all.

RISK FACTORS

You should carefully consider the following risk factors and other information in this quarterly report before deciding to become a holder of our Common Stock. If any of the following risks actually occur, our business and financial results could be negatively affected to a significant extent.

The Company's business is subject to the following Risk Factors (references to "our," "we," "Claron", “the Company” and words of similar meaning in these Risk Factors refer to the Company):

WE MAY NOT BE ABLE TO CONTINUE OUR BUSINESS PLAN AND EXPLORATION ACTIVITIES WITHOUT ADDITIONAL FINANCING.

We depend to a great degree on the ability to attract external financing in order to conduct future exploratory activities. If we are unable to raise the additional funds required for general and administrative activities, we may be forced to conduct business. If you invest in us and we are unable to raise the required funds, your investment could become worthless.

OUR AUDITORS HAVE EXPRESSED SUBSTANTIAL DOUBT AS TO WHETHER OUR COMPANY CAN CONTINUE AS A GOING CONCERN.

We have not generated any revenues since inception and have incurred substantial losses. These factors among others indicate that we may be unable to continue as a going concern, particularly in the event that we cannot generate sufficient cash flow to conduct our operations and/or obtain additional sources

of capital and financing.

WE LACK AN OPERATING HISTORY WHICH YOU CAN USE TO EVALUATE US, MAKING ANY INVESTMENT IN OUR COMPANY RISKY.

We lack an operating history which investors can use to evaluate our previous earnings, as we were only incorporated in July 2005. Therefore, an investment in us is risky because we have no business history and it is hard to predict what the outcome of our business operations will be in the future.

OUR SOLE OFFICER AND DIRECTOR LACKS TECHNICAL AND/OR EXPLORATION EXPERIENCE IN AND WITH COMPANIES WITH MINING ACTIVITIES AND WITH PUBLICLY TRADED COMPANIES.

While we rely heavily on Mr. Sali, our Chief Executive Officer and Director, he lacks technical training and experience exploring for, starting and/or operating a mine or producing mineral or oil and gas properties.

As a result of Mr. Sali's lack of experience in exploration and/or development of mines, he may not be fully aware of many of the specific requirements related to working within our industry. Additionally, as a result of Mr. Sali's lack of experience, his decisions may not take into account standard engineering or managerial approaches mineral companies commonly use. Furthermore, Mr. Sali has no experience serving as an officer or Director of a publicly traded company, or experience with the reporting requirements which public companies are subject to. Consequently, our operations, earnings and ultimate financial success could suffer irreparable harm due to his ultimate lack of experience in our industry and with publicly traded companies in general. The Company is attempting to strengthen its management and has, subsequent to the October 31, 2006, appointed two additional directors but there can be no assurance given that the Company will succeed in retaining their services or that it will secure the services of other experienced management.

OUR SOLE OFFICER AND DIRECTOR HAS OTHER EMPLOYMENT IN ADDITION TO SERVING AS THE COMPANY'S SOLE OFFICER AND DIRECTOR, AND SUCH EMPLOYMENT MAY RESULT IN HIS BEING ABLE TO SPEND ONLY A LIMITED AMOUNT OF TIME ON COMPANY MATTERS.

Trevor Sali, our sole officer and Director currently works full time for Sasktel, in Saskatoon, Saskatchewan, Canada, as a data and networking technician. Mr. Sali spends approximately thirty (30) to thirty-five (35) hours of his time per week working for Sasktel. As a result, Mr. Sali is only able to spend approximately twenty (20) hours per week on our business, at most. As a result, he may not have enough time to devote to our operations and management and consequently, we could be forced to curtail or abandon our business operations.

THERE IS UNCERTAINTY AS TO OUR ABILITY TO ENFORCE CIVIL LIABILITIES BOTH IN AND OUTSIDE OF THE UNITED STATES DUE TO THE FACT THAT OUR SOLE OFFICER AND DIRECTOR AND ASSETS ARE NOT LOCATED IN THE UNITED STATES.

Our office, our mining property, and the majority of our assets are located in Canada. Our current, limited operations are conducted in Canada. Our sole officer and Director is located in Canada. As a result, it may be difficult for shareholders to effect service of process within the United States on our officer and Director. In addition, investors may have difficulty enforcing judgments based upon the civil liability provisions of the securities laws of the Unites States or any state thereof, both in and outside of the United States.

OUR OPERATIONS, IF ANY, WILL BE SUBJECT TO CURRENCY FLUCTUATIONS.

While we do not currently have any operations, we believe that our products, if any, will be sold in world markets in United States dollars. As a result, currency fluctuations may affect the cash flow we realize from our future operations and exploration activities, which we plan to conduct in Canada, if any. Foreign exchange fluctuations may materially adversely affect our financial performance and results of operations.

NEVADA LAW AND OUR ARTICLES OF INCORPORATION AUTHORIZE US TO ISSUE SHARES OF STOCK, WHICH SHARES MAY CAUSE SUBSTANTIAL DILUTION TO OUR EXISTING SHAREHOLDERS AND/OR HAVE RIGHTS AND PREFERENCES GREATER THAN OUR COMMON STOCK.

Pursuant to our Articles of Incorporation, we have, as of the date of this Report on Form 10QSB, 750,000,000 shares of Common Stock (100,000,000 shares of Common Stock as of October 31, 2006) and 10,000,000 shares of preferred stock ("Preferred Stock") authorized. As of the filing of this report, we have <> shares of Common Stock issued and outstanding and 450,269,014 shares of Preferred Stock issued and outstanding. As a result, our Board of Directors has the ability to issue a large number of additional shares of Common Stock without shareholder approval, which if issued could cause substantial dilution to our then shareholders.

Additionally, shares of Preferred Stock may be issued by our Board of Directors without shareholder approval with voting powers, and such preferences and relative, participating, optional or other special rights and powers as determined by our Board of Directors, which may be greater than our Common Stock. As a result, shares of Preferred Stock may be issued by our Board of Directors which cause the holders to have super majority voting power over our shares, provide the holders of the Preferred Stock the right to convert the shares of Preferred Stock they hold into shares of our Common Stock, which may cause substantial dilution to our then Common Stock shareholders and/or have other rights and preferences greater than those of our Common Stock shareholders. Investors should keep in mind that the Board of Directors has the authority to issue additional shares of Common Stock and Preferred Stock, which could cause substantial dilution to our existing shareholders. Additionally, the dilutive effect of any Preferred Stock, which we may issue may be exacerbated given the fact that such Preferred Stock may have super majority voting rights and/or other rights or preferences which could provide the preferred shareholders with voting control over us subsequent to this offering and/or provide those holders the power to prevent or cause a change in control. As a result, the issuance of shares of Common Stock and/or Preferred Stock, may cause the value of our securities to decrease and/or become worthless.

THE PUBLIC MARKET FOR OUR SECURITIES IS ILLIQUID AND OUR STOCK PRICE MAY BE VOLATILE

Our securities are authorized to trade on the OTC Bulletin Board; however, we can make no assurances that there will be a public market for our Common Stock in the future. If there is a market for our Common Stock in the future, we anticipate that such market would be illiquid and would be subject to wide fluctuations in response to several factors, including, but not limited to:

	(1)	actual or anticipated variations in our results of operations;

	(2)	our ability or inability to generate new revenues;

	(3)	increased competition;

	(4)	conditions and trends in the silver and/or copper industries; and

	(5)	the market for minerals and metals which we may choose to mine or explore for.

Furthermore, our stock price may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price and liquidity of our Common Stock.

INVESTORS MAY FACE SIGNIFICANT RESTRICTIONS ON THE RESALE OF OUR COMMON STOCK DUE TO FEDERAL REGULATIONS OF PENNY STOCKS.

As our Common Stock is trading, on the OTC Bulletin Board, it will be subject to the requirements of Rule 15(g)9, promulgated under the Securities Exchange Act as long as the price of our Common Stock is below $4.00 per share.

Under such rule, broker-dealers who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special sales practice requirements, including a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser's consent prior to the transaction. The Securities and Exchange Commission, also requires additional disclosure in connection with any trades involving a stock defined as a penny stock. Generally, the Commission defines a penny stock as any equity security not traded on an exchange or quoted on NASDAQ that has a market price of less than $5.00 per share. The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny stock market and the risks associated with it. Such requirements could severely limit the market liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

ITEM 3. CONTROLS AND PROCEDURES

(a)	Evaluation of disclosure controls and procedures. Our Chief Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our "disclosure controls and procedures" (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-QSB (the "Evaluation Date"), has concluded that as of the Evaluation Date, our disclosure controls and procedures are effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

(b)	Changes in internal control over financial reporting. There were no significant changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is not aware of any pending legal proceeding to which it is a party which is material to its business operations.

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

There were no changes in the Company's securities during the quarter ended October 31, 2006.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

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

There were no matters submitted to a vote of security holders during the quarter ended October 31, 2006.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit No.	Description
31.1*	Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certificate of the Chief Executive Officer and Principal Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

* Filed with.

b)	REPORTS ON FORM 8-K

The Company filed no reports on Form 8-K during the quarterly period covered by this report.

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.

CLARON VENTURES, INC.

DATED: December 14, 2006

By: /s/ Trevor Sali

	_______________________________
	Trevor Sali
	Chief Executive Officer & Principal Accounting Officer

Custom Restaurant & Hospitality (CRHY) Inactive 10QSB2007 Q1 Quarterly report (small business)