SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

(Amendment No. 1)*

Under the Securities Exchange Act of 1934

ESPERANZA RESOURCES CORP.

______________________________________________________________________________________

(Name of Issuer)

Common Stock

______________________________________________________________________________________

(Title of Class Securities)

29664V107

___________________________________

(CUSIP Number)

December 31, 2012

______________________________________________________________________________________

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o Rule 13d-1(b)

x Rule 13d-1(c)

o Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosure provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 29664V107

1	NAMEOFREPORTINGPERSONS. Richard C. McKenzie, Jr. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [    ] (b) [    ]
3	SEC Use Only
4	Citizenship or Place of Organization Connecticut
NUMBER OF SHARES  BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		5	Sole Voting Power 0
		6	Shared Voting Power 0
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 0%
12	Type of Reporting Person (See Instructions) IN

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 CUSIP No. 29664V107

1	NAMEOFREPORTINGPERSONS. Seven Bridges Foundation, Inc. I.R.S.IDENTIFICATIONNOS.OFABOVEPERSONS(ENTITIESONLY). 06-1498953
2	Check the Appropriate Box if a Member of a Group (See Instructions) (a) [    ] (b) [    ]
3	SEC Use Only
4	Citizenship or Place of Organization Connecticut
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING  PERSON WITH		5	Sole Voting Power 0
		6	Shared Voting Power 0
		7	Sole Dispositive Power 0
		8	Shared Dispositive Power 0
9	Aggregate Amount Beneficially Owned by Each Reporting Person 0
10	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
11	Percent of Class Represented by Amount in Row (9) 0%
12	Type of Reporting Person (See Instructions) CO

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CUSIP No. 29664V107

 Item 1.

(a)	Name of Issuer
	Esperanza Resources Corp.
(b)	Address of Issuer’s Principal Executive Offices
	570 Granville Street, Vancouver, BC, Canada V6C 3P1

Item 2.

(a)	Name of Person Filing
	This Schedule is being filed by each of: Richard C. McKenzie, Jr. Seven Bridges Foundation, Inc. Richard C. McKenzie, Jr. is an individual investor.  Seven Bridges Foundation, Inc. is a private operating foundation, and Mr. McKenzie is its President.  Mr. McKenzie has no equitable ownership interest in the shares owned by the Foundation.
(b)	Address of Principal Business office or, if None, Residence
	118 John Street, Greenwich, CT 06803
(c)	Citizenship
	Connecticut
(d)	Title of Class Securities
	Common Stock
(e)	CUSIP Number
	29664V107

Page 4 of 7

Item 3.          If this statement is filed pursuant to §§ 240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:

(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78c).

(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d) [ ] Investment company registered under section 8 of the Investment Company Act (15 U.S.C. 80a-8).

(e) [ ] An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

(f) [ ] An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(ii)(F).

(g) [ ] A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

(h) [ ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813).

(i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3).

(j) [ ] Group in accordance with § 240.13d-1(b)(ii)(J).

Item 4.           Ownership

(a) Amount beneficially owned:0

(b) Percent of class: 0%

(c) Number of shares to which the person has:

(i) Sole power to vote or to direct the vote: 0

(ii) Shared power to direct the vote: 0

(iii) Sole power to dispose or to direct the disposition of:0

(iv) Shared power to dispose or to direct the disposition of: 0

Page 5 of 7

Item 5.           Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class securities, check the following x

Item 6.           Ownership of More than Five Percent on Behalf of Another Person.

Not applicable. 

Page 6 of 7

Item 7.           Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not applicable.

Item 8.           Identification and Classification of Members of the Group.

Not applicable.

Item 9.           Notice of Dissolution of Group.

Not applicable.

Item 10.         Certification:

By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

[Signature Page Follows]

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SIGNATURE

Date:  February 13, 2013

/s/ Richard C. McKenzie, Jr.

Richard C. McKenzie, Jr.

SEVEN BRIDGES FOUNDATION, INC.

By: /s/ Richard C. McKenzie, Jr.

Name: Richard C. McKenzie, Jr.

Its: President

EX-99

Exhibit 99

EXHIBIT A - JOINT FILING AGREEMENT

JOINT FILING AGREEMENT

This will confirm the agreement by and among all the undersigned that the Amendment No. 2 to Schedule 13G filed on or about this date, and any amendments thereto, with respect to beneficial ownership by the undersigned of shares of the common stock of Clifton Star Resources, Inc., is being filed on behalf of each of the undersigned in accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934.  This agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: February 13, 2013

/s/ Richard C. McKenzie, Jr.

Richard C. McKenzie, Jr.

 SEVEN BRIDGES FOUNDATION, INC.

By: /s/ Richard C. McKenzie, Jr.

Name: Richard C. McKenzie, Jr.

Its: President

  RICHARD C. McKENZIE, JR. ANNUITY TRUST

By: /s/ Stephen C. Walker

Name: Stephen C. Walker

Its: Trustee