10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K Amendment 1

ý	Annual report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended November 30, 2011
r	Transition report pursuant section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________________ to ________________
Commission file number 000-53157

Sungro Minerals Inc.

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

Nevada (State of Incorporation) 98-0546544 (I.R.S. Employer Identification No.)

111 Airport Rd., Unit 5

Warwick, RI  02889

Tel: (401) 648-0805

(Address and telephone number of Registrant's principal

executive offices and principal place of business)

Securities registered pursuant to Section 12(b) of the Act:	None
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, par value $0.001(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes r      No ý

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes r      No ý

Note - Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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.

Yes ý      No r

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ý      No r

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

r

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer r Non-accelerated filer r (Do not check if a smaller reporting company) Accelerated filer r Smaller reporting company ý

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

Yes q   No ý

The number of shares of Common Stock held by non-affiliates, as March 13, 2012 was 561,969,711 shares, all of one class of common stock, $0.001 par value, having an aggregate market value of $393,379 based on the closing price of the Registrant's common stock of $0.0007 on March 13, 2012 as quoted on the Electronic Over-the-Counter Bulletin Board ("OTCBB").

As of March 13, 2012 there were 594,969,711 shares of the Company's Common Stock outstanding.

Indicate the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date.

Class: common stock - $0.001 par value Outstanding at March 13, 2012: 594,969,711

DOCUMENTS INCORPORATED BY REFERENCE

None.

This Amendment No. 1 on Form 10−K/A amends the Annual Report on Form 10−K for the fiscal year ended November 30, 2011 of Sungro Minerals, Inc. (the “Company,” “we” or “us”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 16, 2012. This Amendment supplements the disclosures made providing the Interactive XBRL files not included in the original filing our Form 10−K.

No other changes have been made to the Form 10−K. This Amendment does not reflect events occurring after the filing of the Form 10−K, does not update disclosures contained in the Form 10−K, and does not modify or amend the Form 10−K except as specifically described in this explanatory note. Accordingly, this Amendment should be read in conjunction with our Form 10−K and our other filings made with the SEC subsequent to the filing of the Form 10−K, including any amendments to those filings.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned; thereunto duly authorized.

	SUNGRO MINERALS INC.
Date: April 3, 2012	By:  /s/ Frederick J. Pucillo
	Frederick J. Pucillo, President
Date: April 3, 2012	By:  /s/ Erwin Vahlsing, Jr.
	Erwin Vahlsing, Jr. Chief Financial Officer, Secretary, and  Treasurer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Registrant and in the capacities indicated on the dates indicated.

Date	Signature	Title
Date: April 3, 2012	/s/ Frederick J. Pucillo	Director, and President
	Frederick J. Pucillo
Date: April 3, 2012	/s/ Erwin Vahlsing, Jr.	Director, Chief Financial Officer, Secretary, and  Treasurer
	Erwin Vahlsing, Jr.

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Fair Value Measures and Disclosures

12 Months Ended

Nov. 30, 2011

Fair Value Measures and Disclosures

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

8.   Derivative Liabilities

In June 2008, the FASB finalized ASC 815, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under ASC 815, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has determined that it needs to account for 15 convertible debentures (see note 3h) issued for its shares of common stock, as derivative liabilities, and apply the provisions of ASC 815. The instruments have a ratchet provision that adjust either the exercise price and/or quantity of the shares as the conversion price equals to 60% of the "market price" at the time of conversion, which "market price" will be calculated as the average of the three lowest "trading prices" for the Company's common stock during the ten day trading period prior to the date the conversion note is sent to the Company.

As a result, the instruments need to be accounted for as derivative liabilities. In accordance with ASC 815, these convertible debentures have been re-characterized as derivative liabilities. ASC 815, “Accounting for Derivative Instruments and Hedging Activities” (“ASC 815”) requires that the fair value of these liabilities be re-measured at the end of every reporting period with the change in fair value reported in the statement of operations.

The fair value of the derivative liabilities was measured using the Black-Scholes option pricing model and the following assumptions:

	November 30,	November 30,	Date of
	2011	2010	issuance
$55,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	262.42%	165.87%	97.26%
Weighted Average life (months)	Fully Converted	4	9
$35,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	262.42%	165.87%	97.26%
Weighted Average life (months)	Fully Converted	4	9
$5,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	262.42%	165.87%	97.26%
Weighted Average life (months)	Fully Converted	8	12
$27,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	262.42%	105.99%	97.26%
Weighted Average life (months)	Fully Converted	7	9
$40,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%	0.30%	0.30%
Annual rate of dividends	-	-	-
Volatility	262.42%	105.99%	97.26%
Weighted Average life (months)	Fully Converted	8	9
$60,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	319.58%		314.77%
Weighted Average life (months)	Fully Converted		9

	November 30,	November 30,	Date of
	2011	2010	issuance
$75,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	319.58%		298.18%
Weighted Average life (months)	Fully Converted		9
$30,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	319.58%		291.95%
Weighted Average life (months)	Fully Converted		9
$35,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	262.42%		301.41%
Weighted Average life (months)	Fully Converted		9
$45,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	262.42%		319.58%
Weighted Average life (months)	4		9
$32,500 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	262.42%		319.58%
Weighted Average life (months)	5		9
$40,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	262.42%		319.58%
Weighted Average life (months)	5		9
$35,000 Debenture:
Discount Rate – Bond Equivalent Yield	0.30%		0.30%
Annual rate of dividends	-		-
Volatility	262.42%		262.42%
Weighted Average life (months)	9		9

		November 30,		November 30,	Date of
		2011		2010	issuance
$25,000 Debenture:
Discount Rate – Bond Equivalent Yield		0.30%			0.30%
Annual rate of dividends		-			-
Volatility		262.42%			319.58%
Weighted Average life (months)		Fully Converted			6
$174,530 Debenture:
Discount Rate – Bond Equivalent Yield		0.30%			0.30%
Annual rate of dividends		-			-
Volatility		262.42%			262.42%
Weighted Average life (months)		6			6
$147,076 Debenture:
Discount Rate – Bond Equivalent Yield		0.30%			0.30%
Annual rate of dividends		-			-
Volatility		262.42%			301.15%
Weighted Average life (months)		Fully Converted			6
$100,000 Debenture:
Discount Rate – Bond Equivalent Yield		0.30%			0.30%
Annual rate of dividends		-			-
Volatility		262.42%			319.58%
Weighted Average life (months)		0			4
Fair Value	$	434,063	$	139,233

The discount rate was based on rates established by the Federal Reserve. The Company based expected volatility on the historical volatility for its common stock. The expected life of the debentures was based on their full term. The expected dividend yield was based upon the fact that the Company has not historically paid dividends, and does not expect to pay dividends in the future.

During the year ended November 30, 2011 the Company recorded $540,419 as debt discount on $799,106 in convertible debt that it had entered into during the year ended November 30, 2011, due to the beneficial conversion feature of the debt being convertible into shares of the Company’s common stock at a conversion price below that of market on the date of entry into the convertible

debt agreement. This debt will be amortized over the life of the debt, or until such time that the debt is converted with any unamortized debt discount being expensed at such time of early conversion. The convertible debt is presented net of the debt discount.

In addition to the debt discount, the Company recorded a derivative liability associated with the convertible debts, as the conversion price of most debentures is variable with a conversion threshold of 60% of the market value of the Company’s common stock on the date of conversion except for the debentures for $247,076 which have a conversion threshold of 70% of the market value of the Company’s common stock on the date of conversion, and debentures totaling $199,530 which have a conversion threshold of 50% of the market value of the Company’s common stock on the date ofconversion. The initial measurement of this derivative liability is based on the value of the shares that could be issued upon entry into the convertible debt agreement. Such valuation is determined using a fair value valuation model of the potential shares that could be issued. The difference between the initial value of the derivative liability and the debt discount is charged as an expense on the change in fair value of derivative liabilities upon entry into the debt agreement. The derivative liability is adjusted at each reporting period date based on the conversion rate available at each reporting date, or until such time as the convertible debt is converted. The initial derivative liability for all convertible debt issued during the year ended November 30, 2011 was $1,054,766, offset by the debt discount of $540,419, with the remaining $514,347 offset charged to change in fair value of derivative liabilities. The value of the derivative is presented as the derivative liability in the accompanying balance sheet of the Company, less any adjustments to the value of the derivative.

At November 30, 2011, the Company reevaluated the derivative liability based on the fair value assumptions for the convertible debt that it had entered into during the year then ended. As of November 30, 2011, the derivative liability recorded during the year then ended, decreased by $245,589 due to the conversion threshold being lower at this reporting date than on the date that the convertible debt had been entered into.

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Property, Plant, and Equipment

12 Months Ended

Nov. 30, 2011

Property, Plant, and Equipment

Property, Plant and Equipment [Table Text Block]

3.   Mineral Property

On August 27, 2009, the Company entered into a Mineral Agreement (the "Agreement") with unrelated parties to acquire a 100% interest in 331 unpatented lode mining claims known as the Conglomerate Mesa.  The claims are located in Inyo Mountain County, California. 

By written, mutual agreement between the parties, the final closing of the Agreement was extended to March 22, 2010.  Under the agreement, Sungro was required to make all filings related to the Conglomerate Mesa Properties, to maintain the Conglomerate Mesa Claims in good standing by preparing and filing and paying claim fees to the Bureau of Land Management, and keeping the claim area free and clear of all liens and encumbrances.

In order to complete the acquisition of the Conglomerate Mesa Claims, Sungro has made payments of cash and stock to Mr. Steve Van Ert and Mr. Noel Cousins in accordance with the table below:

	Cash	Stock1	Stock Price	Total Value
Steven Van Ert	$170,000	2,210,000 shares	$1.00	$2,380,000
Noel Cousins	$ 30,000	390,000 shares	$1.00	$420,000
Total	$200,000	2,600,000 shares	$1.00	$2,800,000

1 - Shares issued into escrow and to be released in accordance with the schedule below:

Escrow Release Date	Steven Van Ert	Noel Cousins	Total
February 2010	255,000	45,000	300,000
January 1, 2011	425,000	75,000	500,000
January 1, 2012	425,000	75,000	500,000
January 1, 2013	425,000	75,000	500,000
January 1, 2014	425,000	75,000	500,000
January 1, 2015	255,000	45,000	300,000
Total	2,210,000	390,000	2,600,000

In addition, the Company must make the following royalty payments:

Date	Minimum Royalty	Royalty % of Net Smelter Returns
Second Anniversary	$200,000	4%
Third Anniversary on	$250,000	4%

Subsequent to the end of the fiscal year, the Company received notice that it was delinquent in its annual payments under the Mineral Agreement and that holders of the 331 unpatented lode mining claims were exercising their right to cancel the agreement.   As a result, the Company has written of the value of the claims and the additional claims it still holds title to (217 claims abutting the original 331 claims).

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BALANCE SHEETS (USD $)	Nov. 30, 2011		Nov. 30, 2010
CURRENT ASSETS:
Cash	$ 399		$ 1,367
Prepaid expenses	3,917		1,000
TOTAL CURRENT ASSETS	4,316		2,367
MINERAL RIGHTS			2,802,000
TOTAL ASSETS	4,316		2,804,367
CURRENT LIABILITIES:
Accounts payable	64,030		40,793
Accrued expenses	308,032		43,970
Accrued payroll	274,416		150,750
Convertible debentures	127,392	[1]	94,822	[1]
Notes payable	233,014	[2]	395,382	[2]
Due to former CEO	20,337	[2]	20,473	[2]
Due to officers	100		58,254
Derivative liability	434,063		139,233
TOTAL CURRENT LIABILITIES	1,461,384		943,677
STOCKHOLDERS' EQUITY (DEFICIT)
Preferred A Stock	3	[3]		[3]
Preferred B Stock	22	[4]		[4]
Common Stock	196,097	[5]	77,009	[5]
Common stock to be issued, Value		[6]	2,506	[6]
Additional paid-in capital	11,788,909		10,068,421
Deficit accumulated during the exploration stage	(13,442,099)		(8,287,246)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	(1,457,068)		1,860,690
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 4,316		$ 2,804,367

[1] Net of debt discount of $213,413 and $67,178

[2] Net of debt discount of $0 and $6,125

[3] Pfd A - Par value $0.001; Authorized 1,000,000 shares; 3,000 and 0 shares issued and outstanding {verbose}

[4] Pfd B - Par value $0.001; Authorized 1,000,000 shares; 22,000 and 0 shares issued and outstanding

[5] Common - Par value $0.001; Authorized 2,500,000,000 shares; 196,097,458 and 77,009,167 shares issued and outstanding

[6] To be issued - Par value $0.001; 0 and 2,506,667 shares

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Organization, Consolidation and Presentation of Financial Statements

12 Months Ended

Nov. 30, 2011

Organization, Consolidation and Presentation of Financial Statements

Nature of Operations [Text Block]

1.   Nature of Operations and Going Concern

Sungro Minerals Inc. (the "Company") was incorporated in the State of Nevada on August 10, 2007. The Company is engaged in the exploration, development, and acquisition of mineral properties. The accompanying financial statements have been prepared on the basis of accounting principles applicable to a going concern; accordingly, they do not give effect to adjustment that would be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and retire its liabilities in other than the normal course of business and at amounts different from those in the accompanying financial statements. As shown in the accompanying financial statements, the Company incurred a net loss of $5,154,853 for the year ended November 30, 2011, and has an accumulated deficit of $13,442,099. Management plans to raise cash from public or private debt or equity financing, on an as needed basis and in the longer term, to generate revenues from the acquisition, exploration and development of mineral interests, if found. The Company's ability to continue as a going concern is dependent upon achieving profitable operations and/or upon obtaining additional financing. The outcome of these matters cannot be predicted at this time.

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Accounting Policies

12 Months Ended

Nov. 30, 2011

Accounting Policies

Basis of Presentation and Significant Accounting Policies [Text Block]

2.   Significant Accounting Policies

a)   Exploration Stage Company

The Company is considered to be in the exploration stage. The Company is devoting substantially all of its present efforts to exploring and identifying mineral properties suitable for development.

b)   Accounting Principles

The accounting and reporting policies of the Company conform to United States generally accepted accounting principles applicable to exploration stage enterprises.

c)   Mineral Property Exploration

The Company is in the exploration stage and has not yet realized any revenue from its planned operations.  Mineral property acquisition costs are capitalized. Additionally, mine development costs incurred either to develop new ore deposits and constructing new facilities are capitalized until operations commence.  All such capitalized costs are amortized using a straight-line basis, based on the minimum original license term at acquisition, but do not exceed the useful life of the capitalized costs.  Upon commercial development of an ore body, the applicable capitalized costs would then be amortized using the units-of-production method.  Exploration costs, costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations.  Costs of abandoned projects are charged to operations upon abandonment.  The Company evaluates, at least quarterly, the carrying value of capitalized mining costs and related property, plant and equipment costs, if any, to determine if these costs are in excess of their net realizable value and if a permanent impairment needs to be recorded.  The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected cash flows and/or estimated salvage value in accordance with guidance issued by the FASB, "Accounting for Impairment or Disposal of Long-Lived Assets."

d)   Foreign Currency Translation

The Company's functional and reporting currency is the U.S. Dollar. All transactions initiated in foreign currencies are translated into U.S. dollars in accordance with ASC Topic 830 "Foreign Currency Matters" as follows:

i)      monetary assets and liabilities at the rate of exchange in effect at the balance sheet date;

ii)     non-monetary assets at historical rates; and

iii)    revenue and expense items at the average rate of exchange prevailing during the period.

Gains and losses from foreign currency transactions are included in the statement of operations.

As of November 30, 2011, the Company only operates in the United States.

e)    Basic and Diluted Loss Per Share

Basic and diluted loss per share is based on the weighted average number of shares outstanding. Potential common shares includable in the computation of fully diluted per share results are not presented in the financial statements as their effect would be anti-dilutive.

f)   Fair Value Measurements

Valuation Hierarchy

ASC 820 establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following tables provides the assets and liabilities carried at fair value measured on a recurring and non-recurring basis as of November 30, 2011 and November 30, 2010:

				Fair Value Measurements at November 30, 2011
				Quoted prices		Significant
		Total Carrying		in active		other		Significant
		Value at		markets		observable		unobservable
		November 30, 2011		(Level 1)		inputs (Level 2)		inputs (Level 3)
Derivative liabilities	$	434,063	$	-	$	-	$	434,063

				Fair Value Measurements at November 30, 2010
				Quoted prices		Significant
		Total Carrying		in active		other		Significant
		Value at		markets		observable		unobservable
		November 30, 2010		(Level 1)		inputs (Level 2)		inputs (Level 3)
Derivative liabilities	$	139,233	$	-	$	-	$	139,233

The derivative liabilities are measured at fair value using quoted market prices and estimated volatility factors based on historical quoted market prices for the Company’s common stock, and are classified within Level 3 of the valuation hierarchy.

The following is a reconciliation of the beginning and ending balances for assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3):

	November 30, 2011		November 30, 2010
Beginning balance	$	139,233	$	-
Derivative liabilities recorded		1,054,766		184,739
Derivative liabilities converted		(587,363)		-
Unrealized gain attributable to the change in liabilities still held		(172,573)		(45,506)
Ending balance	$	434,063	$	139,233

The fair value of the derivative liability at November 30, 2011 and November 30, 2010, totaling $434,063 and $139,233, respectively, was calculated using the Black-Scholes Option Pricing model under the assumptions detailed in Note 8. Gains and losses (realized and unrealized) included in earnings (to change in fair value of derivative liability) for the years ended November 30, 2011 and 2010, are reported in other expenses as follows:

	November 30, 2011		November 30, 2010
Loss on derivative liabilities recorded during the period	$	1,054,766	$	184,739
Debt discount attributable to derivative liabilities recorded		(540,419)		(130,021)
Derivative liabilities converted during the period		(587,363)		-
Unrealized gain attributable to the change in liabilities still held		(172,573)		(45,506)
Net unrealized (gain) loss included in earnings	$	(245,589)	$	9,212

The Company did not have any Level 1 or Level 2 assets or liabilities as of November 30, 2011 and 2010, and had Level 3 liabilities consisting of notes payable.  The carrying amount of the notes payable at November 30, 2011 and 2010, approximate their respective fair value based on the Company’s incremental borrowing rate.

Cash and cash equivalents include money market securities that are considered to be highly liquid and easily tradable as of November 30, 2011 and 2010, respectively. These securities are valued using inputs observable in active markets for identical securities and are therefore classified as Level 1 within our fair value hierarchy.

In addition, FASB ASC 825-10-25 Fair Value Option was effective at the time of adoption. ASC 825-10-25 expands opportunities to use fair value measurements in financial reporting and permits entities to choose to measure many financial instruments and certain other items at fair value. The Company did not elect the fair value options for any of its qualifying financial instruments.

g)   Income Taxes

Income taxes are accounted for in accordance with the provisions of FASB ASC 740, Accounting for Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.

h)    Cash and Cash Equivalents

For purposes of the statement of cash flows, cash includes demand deposits, saving accounts and money market accounts. The Company considers all highly liquid instruments with maturities of three months or less when purchased to be cash equivalents.

i)    Revenue Recognition

The Companies follow the guidance of the FASB ASC 605-10-S99 “Revenue Recognition Overall – SEC Materials”. The Companies record revenue when persuasive evidence of an arrangement exists, product delivery has occurred, the sales price to the customer is fixed or determinable, and collectability is reasonably assured.

As at November 30, 2011, the Company had no revenues to report.

j)   Estimates

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

k)   Accounts receivable and concentration of credit risk

The Company currently has no accounts receivable, no customers, and therefore, does not currently foresee a concentrated credit risk associated with trade receivables.  If and when the Company commences operations that generate revenue, the Company will evaluate the receivable in light of the collectability in the normal course of business. 

l)   Reclassifications

Certain prior year financial statement balances have been reclassified to conform to the current year presentation. These reclassifications had no effect on the recorded net loss.

m)    Recently Adopted Accounting Pronouncements

Management does not believe that any recently issued but not yet effective accounting pronouncements if currently adopted would have a material effect on the accompanying financial statements.

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STATEMENTS OF OPERATIONS (USD $)	12 Months Ended		52 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
OPERATING EXPENSES:
Bank charges and interest	$ 400	$ 1,087	$ 1,965
General and administrative	1,683,939	7,371,647	9,365,910
Foreign exchange (gain) loss	(261)	3,076	4,127
Mineral claim maintenance and geological costs	376,284	262,715	706,934
TOTAL OPERATING EXPENSES	2,060,362	7,638,525	10,078,936
OPERATING LOSS	(2,060,362)	(7,638,525)	(10,078,936)
INTEREST EXPENSE	(101,905)	(40,520)	(144,006)
CHANGE IN FAIR VALUE OF DERIVATIVE LIABILITY	245,589	(9,212)	236,377
AMORTIZATION OF DEBT DISCOUNT	(400,625)	(208,477)	(617,984)
LOSS OF MINERAL RIGHTS	(2,837,550)		(2,837,550)
NET LOSS	$ (5,154,853)	$ (7,896,734)	$ (13,442,099)
BASIC AND DILUTED - LOSS PER SHARE	$ (0.04)	$ (0.13)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted	115,945,846	60,948,714

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Equity

12 Months Ended

Nov. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

4.   Capital Stock

a)   Authorized

Authorized capital stock consists of:

2,500,000,000 common shares with a par value of $0.001 per share; and

1,000,000 preferred shares with a par value of $0.001 per share

b)   Share Issuances

During the period ended November 30, 2007, the Company issued 25,000,000 common shares for gross proceeds of $5,000 to the Company’s president and sole director. 

During the period ended November 30, 2007, the Company issued 23,750,000 common shares for gross proceeds of $95,000.

On July 6, 2009, subject to regulatory approval, the Company approved a five-for-one forward stock split of the Company’s authorized and outstanding shares of common stock. All outstanding share amounts have been retroactively adjusted to reflect the stock split.

On July 28, 2009, the Company received $100,000 under a Subscription Agreement for 133,333 shares of Common Stock at a price of $0.75 per share.  On February 5, 2010, the shares were issued. 

In January 2010, the Company issued 2,600,000 common shares in connection with the closing of the Mineral Agreement for the Conglomerate Mesa project.  The shares were valued at a price of $1.00 per share at the time of issuance.

In February 2010, the Company issued 50,000 common shares for gross proceeds of $25,000 under a Subscription Agreement with a non-affiliated, accredited investor.

In February 2010, the Company issued 500,000 common shares to the Company’s president and a director at a price of $0.50 per share as compensation.

In February 2010, the Company issued 500,000 common shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $0.50 per share the price on the closing date of the consulting agreement. 

In February 2010, the Company issued 2,000,000 common shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $1.00 per share the same price as the shares were issued in connection with the Conglomerate Mesa closing. 

In June 2010, the Company issued 5,500,000 common shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $0.39 per share the closing market price on the date of issuance. 

In June 2010, the Company issued 1,000,000 common shares in connection with the conversion of a $100,000 convertible debenture issued in December 2009.  The conversion was priced at $0.10 per share. 

In August 2010, the Company issued 1,000,000 common shares to a member of the Company’s board of directors at a price of $0.14 per share as compensation.  The price was the closing market price on the date of grant.

In September 2010, the Company issued 9,000,000 common shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $0.175 per share the closing market price on the date of issuance. 

In September 2010, the Company issued 1,500,000 common shares to its CEO, in connection with the signing of a five year Employment Agreement.  The shares were issued at a price of $0.131 per share the average closing market price from the Agreements effective date until its ratification by the Board. 

In September 2010, the Company issued 1,500,000 common shares to its CFO, in connection with the signing of a five year Employment Agreement.  The shares were issued at a price of $0.131 per share the average closing market price from the Agreements effective date until its ratification by the Board. 

In September 2010, the Company issued 1,000,000 common shares to an employee, in connection with the signing of a five year Employment Agreement.  The shares were issued at a price of $0.131 per share the average closing market price from the Agreements effective date until its ratification by the Board. 

In October 2010, the Company issued 1,976,284 common shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $0.0548 per share the closing market price on the date of issuance. 

In December 2010, the Company cancelled 3,500,000 common shares previously issued in November 2010 as compensation for consulting services.  The consultant failed to fulfill their obligations under the Consulting Agreement.  The shares were cancelled at a price of $0.075 per share; the price on the date the shares were surrendered to the Company and reissued to another consultant. 

In December 2010, the Company issued 4,696,518 common shares in connection with the conversion of $62,389 of convertible debentures and accrued interest.  The conversions had an average price of $0.0133 per share. 

In December 2010, the Company issued 2,500,000 common shares for gross proceeds of $50,000 under a Subscription Agreement with a non-affiliated, accredited investor.

 In December 2010, the Company issued 1,500,000 common shares to Internet Marketing Solutions, Inc. as compensation for consulting services rendered.  The shares were issued at a price of $0.047 per share the closing market price on the date of issuance. 

In January 2011, the Company issued 437,956 common shares in connection with the conversion of $12,000 of convertible debentures.  The conversions had an average price of $0.0274 per share. 

In January 2011, the Company issued 1,000,000 common shares to the Company’s president and a director at a price of $0.05 per share as compensation.

In January 2011, the Company issued 1,500,000 common shares to the Company’s Chief Financial Officer and a director at a price of $0.05 per share as compensation.

In January 2011, the Company issued 500,000 common shares to the Company’s Investor Relations Manager at a price of $0.05 per share as compensation.

In February 2011, the Company issued 953,126 common shares in connection with the conversion of $24,400 of convertible debentures and accrued interest.  The conversions had an average price of $0.0256 per share. 

In February 2011, the Company issued 1,000,000 common shares to Internet Marketing Solutions, Inc. as compensation for consulting services rendered.  The shares were issued at a price of $0.057 per share the closing market price on the date of issuance. 

In March 2011, the Company issued 1,000,000 common shares to Internet Marketing Solutions, Inc. as compensation for consulting services rendered.  The shares were issued at a price of $0.06 per share the closing market price on the date of issuance. 

In March 2011, the Company issued 6,667 common shares to a non-affiliated, accredited investor in connection with a Subscription Agreement previously recorded as “Stock to be issued”.  The shares were issued at a price of $0.75 per share the closing market price on the date of the original subscription. 

In March 2011, the Company issued 2,196,629 common shares in connection with the conversion of $78,080 of convertible debentures and accrued interest.  The conversions had an average price of $0.0356 per share. 

In April 2011, the Company issued 1,879,699 common shares in connection with the conversion of $50,000 of convertible debentures and accrued interest.  The conversions had an average price of $0.0266 per share. 

In May 2011, the Company issued 1,302,827 common shares in connection with the conversion of $30,000 of convertible debentures and accrued interest.  The conversions had an average price of $0.023 per share. 

In May 2011, the Company issued 243,902 common shares as compensation for consulting services rendered in the amount of $10,000.  The shares were issued at a price of $0.041 per share the closing market price on the date of issuance. 

In June 2011, the Company issued 11,272,916 common shares in connection with the conversion of $135,784 of convertible debentures and accrued interest.  The conversions had an average price of $0.01205 per share. 

In July 2011, the Company issued 6,620,324 common shares in connection with the conversion of $47,000 of convertible debentures and accrued interest.  The conversions had an average price of $0.0071 per share. 

In August 2011, the Company issued 25,484,016 common shares in connection with the conversion of $77,875 of convertible debentures and accrued interest.  The conversions had an average price of $0.00306 per share. 

In September 2011, the Company issued 16,582,478 common shares in connection with the conversion of $53,397 of convertible debentures and accrued interest.  The conversions had an average price of $0.00322 per share. 

In September 2011, the Company received $10,000 under a Subscription Agreement for 1,000,000 shares of Common Stock at a price of $0.01 per share from a non-affiliated, accredited investor.  

In November 2011, the Company issued 37,410,783 common shares in connection with the conversion of $78,869 of convertible debentures and accrued interest.  The conversions had an average price of $0.00211 per share. 

In December 2010, the Company issued 3,000 Preferred A Series shares to a vendor in exchange for $200,000 of services rendered.  On a fully converted basis, the common share value is $0.067 per share which is the average market price at the time of invoicing. 

In November 2011, the Company issued 22,000 Preferred B Series shares to a consultant in exchange for $770,000 of services rendered.  On a fully converted basis, the common share value is $0.007 per share which is the average market price at the time of invoicing. 

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Document and Entity Information (USD $)	12 Months Ended
	Nov. 30, 2011
Document and Entity Information
Entity Registrant Name	Sungro Minerals Inc.
Document Type	10-K
Document Period End Date	Nov. 30, 2011
Amendment Flag	false
Entity Central Index Key	0001427644
Current Fiscal Year End Date	--11-30
Entity Common Stock, Shares Outstanding	594,969,711
Entity Public Float	$ 561,969,711
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	FY

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Income Taxes

12 Months Ended

Nov. 30, 2011

Income Taxes

Income Tax Disclosure [Text Block]

7.   Income Taxes

A reconciliation of income taxes at statutory rates with the reported income taxes is as follows:

Period ended November 30,		2011		2010
Income tax benefit at Federal statutory rate of 35%	$	1,804,000	$	2,764,000
State Income tax benefit, net of Federal effect		258,000		395,000
Permanent differences (primarily stock-based compensation)		(471,000)		(2,884,000)
Change in valuation allowance		(1,591,000)		(275,000)
	$	-	$	-

The significant components of the Company's deferred income tax assets are as follows:

As at November 30		2011		2010
Net Operating losses	$	883,000	$	427,000
Loss on mineral rights		1,135,000		-
Valuation allowance		(2,018,000)		(427,000)
	$	-	$	-

At November 30, 2011 the Company has available net operating losses of approximately $2,208,000 which may be carried forward to apply against future taxable income. These losses will expire in 2031. Deferred tax assets related to these losses have not been recorded due to uncertainty regarding their utilization.

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	12 Months Ended		52 Months Ended
	Nov. 30, 2011	Nov. 30, 2010	Nov. 30, 2011
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (5,154,853)	$ (7,896,734)	$ (13,442,099)
Amortization of debt discount	400,625	208,477	617,984
Stock issued for compensation	1,177,300	6,992,300	8,169,600
Change in fair value of derivative	(245,589)	9,212	(236,377)
Loss of mineral rights	2,837,550		2,837,550
Increase Decrease in Prepaid expenses	(2,917)		(3,917)
Accounts payable and accrued expenses	554,122	173,390	789,634
Net cash used in operating activities	(433,762)	(513,355)	(1,267,625)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments on acquistion of Mineral Rights Agreement		(178,000)	(202,000)
Acquistion of additional claims	(35,550)		(35,550)
NET CASH USED IN INVESTING ACTIVITIES	(35,550)	(178,000)	(237,550)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from expenses paid by stockholder			14,996
Proceeds from notes payable	177,309	291,507	578,816
Payments of notes payable	(66,280)		(66,280)
Proceeds from private placement	10,000	25,000	290,000
Proceeds from private placement subscribed but unissued		55,000
Proceeds from convertible debentures	352,500	262,000	614,500
Proceeds from /(Payments) to officer and prior CEO	(5,185)	58,777	73,542
NET CASH PROVIDED BY FINANCING ACTIVITIES	468,344	692,284	1,505,574
NET INCREASE (DECREASE) IN CASH	(968)	929	399
CASH - BEGINNING OF PERIOD	1,367	438
CASH - END OF PERIOD	399	1,367	399
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for taxes	1,670	1,744
Cash paid for interest	15,810	13,034
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Acquisition of Mineral Agreement for stock issued		2,600,000
Stock issued in connection with conversion of debentures	$ 649,795	$ 100,000

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Commitment and Contingencies

12 Months Ended

Nov. 30, 2011

Commitment and Contingencies

Legal Matters and Contingencies [Text Block]

11.  Commitments and Contingencies

In August, 2009, trading in the Company’s stock was temporarily suspended in British Columbia, Canada by the British Columbia Securities Commission (BCSC).  The temporary suspension was the result of what the BCSC termed “suspicious trading activity” due to a significant increase in the share price of the Company’s stock price.  Various shareholders, and the former CEO and President, Malkeet Bains have been interviewed.  To date, no charges of wrongdoing have been made against the Company; however, the BCSC has requested various documents and information as part of the investigation.  The Cease Trade Order is still in effect regarding trading in British Columbia, Canada, and the residents thereof.  The Company cannot be certain of the outcome of the proceedings; however, we do not believe they will impact the Company itself.  Accordingly, the Company has not reserved for any additional legal fees, which the Company believes will be nominal and expensed as incurred. 

Under a consulting agreement between Sungro and Internet Marketing Solutions, Inc. (IMS) provides that IMS will receive a Consulting Fee of ten percent (10%) of the gross value of the project received by Sungro including cash, stock and stock purchase warrants.

As of the date of this filing, Internet Marketing Solutions, Inc. is considered a beneficial owner in the Company due to its ownership of 50,000 shares of Preferred B stock.

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Related Party Disclosures

12 Months Ended

Nov. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

10.  Related party transactions

From time to time, our former CEO, Mal Bains lent money to the Company.  At November 30, 2011 and 2010 the balance owed was $20,337 and $20,473 respectively.  The balance does not bear interest and is due on demand.

During 2011, our CEO and CFO have from time to time lent money to the Company.  At November 30, 2011 they had balance owed was $100.  The balance does not bear interest and is due on demand.

During 2009, a stockholder provided a personal guarantee on a note taken by the Company.  During the year ended November 30, 2009, the same stockholder contributed money to the Company which was recorded as additional paid-in capital. 

During the twelve months ended November 30, 2010, the Company received advances from its CFO, totaling $58,055 to cover various payments due under contracts and to cover administrative costs.  These advances are non-interest bearing and payable upon demand.

During the twelve months ended November 30, 2010, the Company received advances from its CEO, totaling $200 net of repayments during the period.  The funds were used to cover miscellaneous administrative costs.  These advances are non-interest bearing and payable upon demand.

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Risks and Uncertainties

12 Months Ended

Nov. 30, 2011

Risks and Uncertainties

Concentration Risk Disclosure [Text Block]

6.   Concentration Risk

The Company's financial instruments consist of cash, accounts payable and accrued liabilities. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments. Because of the short maturity and capacity of prompt liquidation of such assets and liabilities, the fair values of these financial instruments approximate their carrying values.

Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash. The Company places its cash with high credit quality financial institutions in the United States.  Bank deposits in the United States did not exceed federally insured limits as of November 30, 2011 and as of November 30, 2010. 

The Company may operate outside the United States of America and thus may have significant exposure to foreign currency risk in the future due to the fluctuations between the currency in which the Company operates and the U.S. dollar.

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Compensation Related Costs, General

12 Months Ended

Nov. 30, 2011

Compensation Related Costs, General

Compensation Related Costs, General [Text Block]

12.  Employment Contracts

In September 2010, the Company entered into five year Employment Contracts with its three employees. 

Below is a summary of the basic terms of the Agreements:

• Base Salary for the CEO and CFO         $120,000 per year
• Base Salary for Investor relations           $100,000 per year
• The officers received stock grants in connection with the contracts of:

     -  CEO                             1,500,000 common shares

     -  CFO                             1,000,000 common shares

     -  Investor Relations         1,000,000 common shares

• 4% annual increases in Base Salary
• Bonus provision if and when the Company reaches profitability

Other normal benefits provided such as health insurance as negotiated by the Company

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Subsequent Events

12 Months Ended

Nov. 30, 2011

Subsequent Events

Schedule of Subsequent Events [Table Text Block]

13.  Subsequent Events

In December 2011, The Company issued 73,254,759 common shares in connection with the conversion of $46,020 of convertible debentures and interest.  The shares were issued at an average price of $0.00063 per share.

In January 2012, the Company issued 149,811,355 common shares in connection with the conversion of $36,023 of convertible debentures and interest.  The shares were issued at an average price of $0.00024 per share.

In February 2012, the Company issued 148,806,139 common shares in connection with the conversion of $30,650 of convertible debentures and interest.  The shares were issued at an average price of $0.00021 per share.

In February 2012, the Company issued 28,000 preferred B shares to a consultant as compensation for consulting services rendered.  The shares were issued at a price of $0.0005 per common share equivalent the closing market price on the date of issuance. 

In February 2012, the Company issued 12,500 preferred B shares to each of its three directors (a total of 37,500 preferred B shares) as compensation for services rendered.  The shares were issued at a price of $0.0005 per common share equivalent the closing market price on the date of issuance. 

In March 2012, the Company issued 27,000,000 common shares in connection with the conversion of $10,000 of convertible debentures and interest.  The shares were issued at an average price of $0.00037 per share.

In March 2012, the Company, in order to remain in compliance (non-default) with required share reserve buffers under the various convertible debentures increased the authorized shares of common stock of the Company from 750,000,000 to 2,500,000,000 shares.

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Other Liabilities

12 Months Ended

Nov. 30, 2011

Other Liabilities {1}

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

5.   Warrants

From time to time, the Company has issued warrants in connection with the issuance of certain financial instruments.

During the year ended November 30, 2009, the Company issued 100,000 warrants at an exercise price of $0.050 per share.

During the year ended November 30, 2010, the Company issued 150,000 warrants at an exercise price of $0.049 per share, and 1,000,000 warrants at an exercise price of $0.050 per share.

At November 30, 2011, the warrants issued in 2010 had expired unexercised. 

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STATEMENTS OF STOCKHOLDERS' EQUITY (USD $)		Preferred A Stock	Preferred B Stock	Common Stock	Common Stock to be issued	Additional Paid In Capital	Deficit	Total
Stockholders Equity at Aug. 09, 2007
Subscription Agreement - value				$ 48,750		$ 51,250		$ 100,000
Subscription Agreement - shares issued	[1]			48,750,000
Net loss for the period							(26,395)	(26,395)
Stockholders Equity at Nov. 30, 2007				48,750		51,250	(26,395)	73,605
Shares issued at Nov. 30, 2007				48,750,000
Net loss for the period							(71,962)	(71,962)
Stockholders Equity at Nov. 30, 2008				48,750		51,250	(98,357)	1,643
Shares issued at Nov. 30, 2008				48,750,000
Capital provided by stockholder						14,996		14,996
Issuance of warrants						53,290		53,290
Common stock to be issued - value					133	99,867		100,000
Net loss for the period							(292,155)	(292,155)
Stockholders Equity at Nov. 30, 2009				48,750	133	219,403	(390,512)	(122,226)
Shares issued at Nov. 30, 2009				48,750,000
Conversion of debentures - value				1,000		99,000		100,000
Conversion of debentures - shares				1,000,000
Private placement - value				50		24,950		25,000
Private placement - shares				50,000
Compensation - value				24,476		6,967,824		6,992,300
Compensation - shares				24,476,284
Acquisition of Mineral Agreement - value				2,600		2,597,400		2,600,000
Acquisition of Mineral Agreement - shares				2,600,000
Beneficial conversion						100,000		100,000
Issuance of warrants						7,350		7,350
Common stock to be issued - value					2,506	52,494		55,000
Issuance of stock to be issued - value				133	(133)
Issuance of stock to be issued - shares				133,333
Net loss for the period							(7,896,734)	(7,896,734)
Stockholders Equity at Nov. 30, 2010				77,009	2,506	10,068,421	(8,287,246)	1,860,690
Shares issued at Nov. 30, 2010				77,009,617
Conversion of debentures - value				108,837		540,958		649,795
Conversion of debentures - shares				108,837,272
Private placement - value				1,000		9,000		10,000
Private placement - shares				1,000,000
Compensation - value		3	22	6,744		1,170,531		1,177,300
Compensation - shares		3,000	22,000	6,743,902
Issuance of stock to be issued - value				2,507	(2,506)	(1)
Issuance of stock to be issued - shares				2,506,667
Net loss for the period							(5,154,853)	(5,154,853)
Stockholders Equity at Nov. 30, 2011		$ 3	$ 22	$ 196,097		$ 11,788,909	$ (13,442,099)	$ (1,457,068)
Shares issued at Nov. 30, 2011		3,000	22,000	196,097,458

[1] Adjusted for 5:1 forward stock split

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Debt

12 Months Ended

Nov. 30, 2011

Debt

Short-term Debt [Text Block]

9.   Notes Payable

Between December 2010 and November 2011, the Company borrowed $177,309 from a non-affiliated accredited investor.  The Notes carry interest at a rate of 15% per year and are due on demand. 

During the year, by mutual agreement between the Company and the investor, the following sums (which included the balance forward of $231,507 the investor had loaned in the previous year) were converted or re-written to a number of one year notes: as described below:

December 1, 2011 for loans and accrued interest loaned on or before August 31, 2010 - $147,076

December 1, 2011 for loans and accrued interest loaned on or before November 18, 2010 - $169,030.

March 31, 2011 for loans and accrued interest loaned on or before March 31, 2011 - $105,500

June 30, 2011 for loans and accrued interest loaned on or before June 30, 2011 - $60,000

The Company raised $352,500 from the sale of nine month convertible debentures to an unaffiliated, accredited investor.  The debenture is convertible at sixty percent (60%) of the lowest three closing bid prices during the ten (10) trading days immediately prior to the date of conversion. 

The Company repaid $66,280 in demand notes to a non-affiliated investor.

The Company repaid $4,985 in demand notes to its CFO who also assigned $52,969 in demand notes to an unaffiliated accredited investor.