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

FORM 10-KSB

x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

OR ̈
 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____ to _____

Commission File:  000-51203

FINMETAL MINING LTD.(Name of Small Business Issuer in its charter)



|Nevada                                                         | 98-0425310                           
|-------------------------------------------------------------- | -------------------------------------
|(State or other jurisdiction of incorporation or organization) | (I.R.S.  Employer Identification No.)

666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada  V6C 2X8

(604) 601-2040

Securities registered under Section 12(b) of the Act:  None.

Securities registered under Section 12(g) of the Act:  Common Stock, Par Value $0.0001.

Check whether the issuer is not required to file reports pursuant to Section 13 or 15J(d) of the Exchange Act.   ̈
..

The issuer (1) 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 filed such reports), and (2) has been subject to such filing requirements for the past 90 days:  x
 YES  ̈
 NO.

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will 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-KSB:   ̈
..

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

 ̈
 Yes x
 No.

The issuer's revenues for its most recent fiscal year: $Nil.

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and ask price of such common equity, as of April 11, 2008, was approximately $2,140,680.

The number of shares outstanding of the issuer's common stock as of April 11, 2007 was 34,448,176.

Transitional Small Business Disclosure Format:   ̈
 YES  x
 NO.

__________



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|TABLE OF CONTENTS
|-----------------
|Item             
|PART I           
|ITEM 1.          
|ITEM 2.          
|ITEM 3.          
|ITEM 4.          
|PART II          
|ITEM 5.          
|ITEM 6.          
|ITEM 7.          
|ITEM 8.          
|ITEM 8A(T).      
|ITEM 8B.         
|PART III         
|ITEM 9.          
|ITEM 10.         
|ITEM 11.         
|ITEM 12.         
|ITEM 13.         
|ITEM 14.         

__________



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FORWARD-LOOKING STATEMENTS

Much of the information included in this annual report includes or is based upon estimates, projections or other "forward looking statements".  Such forward looking statements include any projections or estimates made by us and our management in connection with our business operations.  These statements relate to future events or our future financial performance.  In some cases you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of those terms or other comparable terminology.  While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.  Such estimates, projections or other forward looking statements involve various risks and uncertainties and other factors, including the risks in the section titled "Risk Factors" below, that may cause our actual results, levels of activities, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.  We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other forward looking statements.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform those statements to actual results.

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PART I

ITEM 1.             DESCRIPTION OF BUSINESS

In this document: (i) the terms "we", "us", "our", the "Company" and "FinMetal" refer to FinMetal Mining Ltd. and our subsidiaries, unless the context otherwise requires; (ii) references to "FinMetal OY" mean FinMetal Mining OY, a wholly-owned subsidiary of the Company, and its subsidiaries; and (iii) "" refers to Euros and "$" refers to United States dollars.

General

We were incorporated on September 5, 1997 under the laws of the State of Nevada.  On January 7, 2005, we completed a one new for six old reverse stock split of our shares of common stock.  On March 9, 2006, we completed a one new for 100 old reverse stock split of our shares of common stock.  On June 13, 2006, we completed an eight new for one old forward stock split of our shares of common stock.  These reverse and forward stock splits are reflected in this Annual Report.  On November 27, 2006, we acquired FinMetal OY.  Our authorized capital is 100,000,000 common shares with a par value of $0.00001 per share and our shares trade on the OTC Bulletin Board and the Pink Sheets.

Our Business

We are an exploration stage company engaged in the assessment, acquisition and exploration of mineral properties.

We did not have any operations prior to the acquisition of our wholly-owned subsidiary, FinMetal OY, a corporation organized under the laws of Finland, on November 27, 2006.  We acquired all of the outstanding shares of FinMetal OY in consideration for the issuance to the shareholder of FinMetal OY of 1,000,000 of our shares of common stock and a payment of 211,482 in cash (including 11,482 representing transfer taxes).  As more fully described herein, at the time we acquired FinMetal OY, FinMetal OY owned the option to acquire a 100% interest in four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data (collectively, the "FinMetal Oy Properties").

On January 22, 2007, we entered into a letter agreement with Ab Apofas OY ("Apofas"), pursuant to which Apofas granted to us the sole and exclusive option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects, which are located in northern Finland (collectively, the "Apofas Properties" and also known as the Oijarvi Gold Project).

On June 11, 2007, we entered into a definitive Mineral Property Option and Joint Venture Agreement with Magnus Minerals OY, a Finnish corporation, ("Magnus"), pursuant to which we and Magnus agreed to an option and a joint venture to explore the "Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily for nickel-copper-platinum group elements.  It is intended that we will be the operator of the joint venture and can earn a 51% interest in certain valid claim reservations and pending claims comprising the Enonkoski Property by fulfilling $10 million in work commitments and 3 million in option payments, as more fully described below.



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The FinMetal Oy Properties

Our Ownership Interest

As indicated above, we acquired our wholly owned subsidiary, FinMetal Oy, on November 27, 2006.  At the time we acquired FinMetal OY, FinMetal OY owned the option, pursuant to an October 6, 2006 option agreement by and between FinMetal Oy and Magnus Minerals OY ("Magnus"), to acquire a 100% interest in four mineral properties located in Finland, and better known as the Petrovaara, Poskijärvi-Kokka, Rautavaara and Tainiovaara properties, along with all existing property data.  Under the original terms of the option agreement, FinMetal Oy would earn the interest in such properties (i) by paying option payments of 1,000,000 euros in cash for each property (that is, 4,000,000 euros with respect to all four properties) over a period of four years, to be paid annually at the beginning of each year with respect to each property as follows: 100,000 euros in the first year, 100,000 euros in the second year, 300,000 euros in the third year, and 500,000 euros in the fourth year, and (ii) by making a work commitment of 1,000,000 euros on each property (for a total work commitment of 4,000,000 euros), of which 25% must be conducted each year over a period of four years.  All properties are subject to a 2% net smelter royalty in favour of Magnus.

On December 28, 2007, FinMetal Oy and Magnus entered into Amendment No. 1 to the option agreement, pursuant to which the terms of the original option agreement were amended as follows:



- the due date of the second option payment of 100,000 euros with respect to the Rautavaara property shall be extended to April 30, 2008 in consideration of a 10,000 euro extension payment (which has been paid) and by FinMetal Oy keeping the claims in good standing by paying the applicable government and landowner payments according to Finnish law;



- after the abovementioned extension payment has been paid and the second year option payment has been paid with respect to the Rautavaara property, the due date of the first year work commitment of 250,000 euros with respect to such property shall be extended such that such work commitment shall not be due until August 31, 2008; and



- the due date of the first year work commitment of 250,000 euros with respect to the Tainiovarra property shall be extended such that such work commitment shall not be due until May 31, 2008.

In addition, the parties to the amendment acknowledged therein that FinMetal Oy decided not to exercise the second year option with respect to each of the Petrovaara and Poskijärvi-Kokka properties and that full interest in and to such properties (including claims in good standing for at least one year, and all data and information both old and new gathered by FinMetal Oy) shall be transferred to Magnus within one month at FinMetal Mining Oy's expense, and thereafter FinMetal Oy shall have foregone any claim on the Petrovaara and Poskijärvi-Kokka properties.

Claims Granted by Government

The FinMetal Oy property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying Information

Identifying information with respect to the claims comprising the FinMetal Oy Properties in which we maintain an interest as of the date of this annual report is set forth in the following table:



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|Property Name | Claim Reservation Number                                                                                                                                                                                                            | Claim Reservation Area
|------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------
|Rautavaara    | 8245/1 (Rauta 1)
8245/2 (Rauta 2)
8245/3 (Rauta 3)
8245/4 (Rauta 4)
8245/5 (Rauta 5)
8245/6 (Rauta 6)
8245/7 (Rauta 7)
8245/8 (Rauta 8)
8245/9 (Rauta 9)
8245/10 (Rauta 10)
8245/11 (Rauta 11)Claims approved by Finnish Government | 17.6 square kilometres
|Tainiovaara   | 8288/1 (Tainovaara 1)Claims approved by Finnish Government                                                                                                                                                                          | 8.3 square kilometres 



Location and Access



Rautavaara



The Rautavaara property is located in central Finland, approximately 400 kilometres northeast of Helsinki.  Rautavaara is adjacent to a provincial highway and is accessible via paved and gravel roads. The city of Kuopio, 70 kilometres southwest of Rautavaara, has a regional airport and is serviced by high-speed rail.  The following maps shows the location of the Rautavaara property:









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Tainiovaara



The Tainiovaara property is located in eastern Finland, approximately 440 kilometres northeast of Helsinki.  Tainiovaara is near a provincial highway and is accessible via paved and gravel roads.  Joensuu, located approximately 80 kilometres to the south of the property, is served by air and rail.  The following map shows the general location of the Tainiovaara property:







Formations and Mineralization



Rautavaara



The Rautavaara property is located in the 150-kilometer long Kainuu Schist Belt (KSB).  Rautavaara is in a similar geological setting as Talviaara to the north and is hosted by analogous rocks: altered ultramafics (serpentinites), quartzites, skarns, sediments and black schists.  Rautavaara is a Ni-Cu-Zn deposit, situated along a 10-kilometer long northwest-southeast trending geophysical anomaly.



Tainiovaara



The Tainovaara property is situated in a fragment of Archaean greenstone belt within Late Archaean granitoid-gneiss rocks and is likely the displaced southern extension of the Kuhmo Greenstone Belt.  The deposit is situated on a northwest-southeast trending magnetic anomaly in komatiitic ultramafics rocks in a similar geological setting as known deposits of nickel being mined in the Kambalda district of Western Australia and the "Raglan-type" deposits of Northern Quebec. The mineralization at Tainiovaara is a flattened, pipe-like body that plunges from surface in a direction of N25W at 40 to 45 degrees.  The body in cross section has an elliptical shape with a short axis of about 30 to 40 meters and a long (sub vertical) axis of some 60 meters.  The length of the body intersected with previous holes is about 120 meters.



Prior Work Completed



Rautavaara



The Rautavaara property was subject to exploration by the Geological Survey of Finland (GTK) during the late 1970s and early 1980s.  Work consisted of bedrock mapping, diamond drilling and ground geophysics. Work by GTK has identified the surface extent of the mineralization at the north end of the property to measure approximately 300 meters by 250 meters, based on limited drilling and ground magnetics.  Five widely spaced holes at the north end of the property drilled in the late 1970s by GTK revealed a drill indicated potential copper, nickel zinc and cobalt.





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Tainiovaara



In the late 1970s, the Geological Survey of Finland (GTK) carried out a ground magnetic survey, trenching with point sampling, and drilled 14 holes totalling 1517 meters on the Tainovaara property.



Infrastructure



There are no existing plants, infrastructure or equipment on the Rautavaara or Tainiovaara properties.  All of the properties have good access to both power and water as Finland has a highly advanced transportation and power network and the country has numerous fresh water lakes.

The Apofas Properties

Our Ownership Interest

Under the terms of our January 22, 2007 letter agreement with Apofas, and in order to exercise our option to acquire a 100% undivided interest in and to five mineral property concession registration interest assets known as the Poronmannikko and Sarkiahonkangas gold prospects (subject to a 2% gross proceeds royalty), we are required to make the following non-refundable cash payments to Apofas totalling 1.0 million in the following manner: (i) the first payment of 150,000 is due on or before April 1, 2007 (paid); (ii) the 2nd payment of 150,000 is due on or before April 1, 2008 (subsequently extended by agreement to be paid by April 30, 2008); (iii) the 3rd payment of 300,000 is due on or before April 1, 2009; and (iv) the final payment of 400,000 is due on or before April 1, 2010.

Our letter agreement with Apofas was subject to the following conditions precedent prior to the our decision to make the first cash payment thereunder: (a) the completion by us of a thorough due diligence investigation in respect of Apofas and the Apofas Properties interests prior to April 1, 2007 (which has been completed); and (b) the execution of a definitive agreement and related documentation in order to evidence the option prior to the end of the due diligence period, which has been deferred by agreement).

Claims Granted by Government

The Apofas property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying Information

Identifying information with respect to the claims comprising the Apofas Properties is set forth in the following table:

| | Claim Numbers                    
| | ---------------------------------
| | 8335/1 and 8335/2                
| | 8336/1 and 8336/2                
| | 8337/1, 8337/2, 8337/3 and 8337/4
| | 8338/1, 8338/2 and 8338/3        



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Location and Access

The Poronmannikko and Sarkiahonkangas gold prospects are located in northern Finland







Formations and Mineralization



The Oijärvi greenstone belt is a discontinuous zone with a north-south trend approximately 80 kilometres long and 1 to 8 kilometres wide, with a 10-kilometer long branch towards the west in its central part.  Granitoids and gneisses of the Archean tonalite-trondhjemite-granodiorite series surround the greenstone belt.  The widest and best known central part of the greenstone belt consists of steeply dipping (50-90o) massive and pillow lava structured mafic and massive ultramafic volcanic rocks which are, according to their chemical compositions, Fe-tholeiites, Mg-tholeiites, Cr-rich basalts, basaltic komatiites and komatiites.  Fine-grained and locally graphite-bearing mica schists and tuffites occur as interlayers in the volcanic rock sequence.  In the middle of the volcanic sequence there occurs a narrow zone of quartz-sericite and sericite schists.  The western part of the greenstone belt consists of mica schists, greywackes and graphite schists. The supracrustal rocks are intruded by quartz-feldspar porphyry dykes and small tonalitic intrusions, which according to yet unpublished U-Pb zircon age determinations are late Archean in age.  Thus the Oijärvi greenstone belt may be considered a typical late Archean greenstone belt.



Metal association and the style of alteration point towards an epithermal origin.  If they are epithermal, it appears that the deposit was metamorphosed after mineralization.  Gold mineralization is characterized by quartz-carbonate vein arrays surrounded by altered volcanic rocks within the intensely sheared domains of the main shear zone.  The principal sulphide mineral is pyrrhotite with associated minor amounts of pyrite and arsenopyrite.  All detected gold occurs in free native form and is associated with the sulphides and the quartz-carbonate gangue.  The host rocks of the mineralization are sericitized and silicified felsic dykes and mica schists.  Gold, at least where visible, occurs as coarse grains in quartz and quartz-carbonate veins and in the sericitized surroundings.  In addition to gold, pyrite and pyrrhotite with occasional chalcopyrite and arsenopyrite occur usually as fine disseminations in altered felsic dykes and mica schists and as coarser grains in quartz veins.





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Prior Work Completed



The studies within the Oijärvi greenstone belt have been mainly aimed at unravelling the general geology and evaluating the ore potential of the area. In investigations, promising gold mineralizations have been located, although the share of targeted mineral exploration overall has been small.



Low altitude aeromagnetic data from the area was made public in 1994 and the analytical results of a regional till sampling were completed concomitantly.  On the basis of the aeromagnetic data it appears that a greenstone belt with associated conductors and magnetic anomalies exists in the area.  As the till geochemistry also bore indications of Au, Zn, Pb, Cu and Ni, the GTK commenced in 1995 preliminary investigations within the area.  Geological Survey of Finland did grassroots exploration in the areas in 1994 to 1999, including low-altitude airborne (30-40 meter flight altitude) magnetic, electromagnetic and radiometric survey, ground magnetic, gravimetric, slingram, self potential, IP and VLF-R survey, regional till stratigraphy and geochemical survey.  Also, bedrock mapping, local till stratigraphy and geochemical survey, and diamond drilling has been done in the Poromännikkö area.  There is no outcrop and no drilling has been done in the Särkiahonkangas area, and only one ground geophysical survey line crosses that area.  Gold grades have been detected in till nearly throughout the northern claim areas.  Also anomalous gold grades, auriferous quartz-carbonate veins, and extensive alteration have been detected in bedrock (in outcrop and in diamond-drill core) in the area, near the sheared contact zones between quartzitic and volcanic rock units.



Infrastructure



There are no existing plants, infrastructure or equipment on any of these properties, but they do have access to transportation, power and water.



The Enonkoski Property



Our Ownership Interest

On June 11, 2007, we entered into a definitive Mineral Property Option and Joint Venture Agreement with Magnus Minerals OY, a Finnish corporation, ("Magnus"), pursuant to which we and Magnus agreed to an option and a joint venture to explore the "Enonkoski area" in Finland (collectively, the "Enonkoski Property") primarily for nickel-copper-platinum group elements.  It is intended that we will be the operator of the joint venture and can earn a 51% interest in certain valid claim reservations and pending claims comprising the Enonkoski Property by fulfilling $10 million in work commitments and 3 million in option payments, as more fully described below.

In order to exercise our option, we will be required to spend $10 million in work commitments with minimum expenditures as follows: (a) $1.8 million by November 30, 2008; (b) $2.2 million by November 30, 2009; (c) $2.8 million by November 30, 2010; and (d) $3.2 million by November 30, 2011.  In addition, we will be required to make a total of 3 million in option payments to Magnus over four years as follows: (a) 30,000 by May 22, 2007 (which payment has now been made); (b) 270,000 upon execution of the Option Agreement (which payment has been made); (c) 600,000 by November 30, 2008, (d) 900,000 by November 30, 2009; and (e) 1,200,000 by November 30, 2010.

We must spend 50% or more of our work commitments ($5 million) and option payments (1.5 million) before any earn-in is realized.  Once the 50% has been reached, we will have a 25.5% interest in the Enonkoski Property and our interest will increase proportional to our work commitments and option payments to the maximum of 51%, at which point both our and Magnus' interests are to be converted to working interests.





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Claims Granted by Government

The Enonkoski property interests, like all mining claim reservations and claims in Finland, are granted by the Finnish government, through the Ministry of Employment and Economy (formerly known as the Ministry of Trade and Economy).

Identifying Information



Identifying information with respect to the mineral claims comprising the Enonkoski Property is set forth in the following table:

|Reservation name | Claim Name (pending applications) | Concession code | Expiry yy.mm.dd | Registered Owner   
|---------------- | --------------------------------- | --------------- | --------------- | -------------------
|Hälvälä 4        |                                   | 2007/04         | 08.01.09        | Oy SES Finland Ltd.
|Hälvälä 5 - 8    |                                   | 2007/12         | 08.01 16        | Magnus Minerals Oy 
|Kangaslampi 1-3  |                                   | 2006/203        | 07.09.18        | Magnus Minerals Oy 
|                 | Hälvälä                           | 8212/1          |                 | FinMetal Oy        
|                 | Hälvälä N                         | 8323/3          |                 | Magnus Minerals Oy 
|                 | Hälvälä E                         | 8323/2          |                 | Magnus Minerals Oy 
|                 | Hälvälä S                         | 8323/4          |                 | Magnus Minerals Oy 
|                 | Hälvälä W                         | 8323/1          |                 | Magnus Minerals Oy 
|                 | Kalvosenjärvi                     | 8324/3          |                 | Magnus Minerals Oy 
|                 | Kelkkalampi                       | 8324/1          |                 | Magnus Minerals Oy 
|                 | Laukunlampi                       | 8324/2          |                 | Magnus Minerals Oy 
|                 | Muhola                            | 8324/4          |                 | Magnus Minerals Oy 
|                 | Sulkavanniemi                     | 8334/1          |                 | Magnus Minerals Oy 



Location and Access



The Enonkoski property is located in eastern Finland, approximately 400 kilometres northeast of Helsinki.  The following map shows the location of the Enonkoski property interests.



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Formations and Mineralization

The Enonkoski Belt is a 60 kilometer long northwest trending sequence of mid-Proterozoic supracrustal rocks within the southeastern portion of the "Central Ore Belt", which host most of the known base metal deposits of Finland.  Nickel deposits and prospects within the Belt are associated with mafic/ultramafic bodies intruding sequences of siliceous black schists.  Hälvälä, a former high-grade producer, is one of the claims that form part of the Enonkoski properties. Based on prior work and studies performed in the area, we believe that a number of the claims, including the Sulkavanniemi and Kolvosenjärvi claims, have good potential.



Prior Work Completed



One of the claims that is part of the Enonkoski properties, Hälväla, began operation in 1971.  It was mined only to a depth of 265 meters and is reported to contain shallow remnant resources of nickel.  This deposit is open below 265 meters and along strike. The remaining claims include four drilled prospects with reported potential for large tonnage open pit reserves.



Infrastructure



As indicated above, the Hälväla claim contains an open mine to 265 meters.  There are no other existing plants, infrastructure or equipment on any of these properties, but they do have access to transportation, power and water.





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Planned Exploration Program



There are no known reserves on any of the properties underlying our mineral property interests, and our work is exploratory in nature.



As noted above, we are not pursuing our option with respect to the Petrovaara or Poskijärvi-Kokka properties.  As such, our planned exploration program covers the Rautavaara and Tainiovaara properties; the  Poronmannikko and Sarkiahonkangas properties, and the Enonkoski properties, as follows:



- With respect to the Rautavaara and Tainiovaara properties, our current exploration plans consist of extensive research of the historical government and private databases concerning prior work performed on these properties.  Our 2008 work program consists of historical drill hole surveys, geo-chemical analysis, 6000 kilometres of airborne electro-magnetics and a four to six hole drill program, all of which have been completed or are in progress.



- Our current exploration plans with respect to the Poronmannikko and Sarkiahonkangas gold prospects consist of extensive research of the historical government and private databases concerning these properties.  As such, there are no current detailed plans to conduct exploration on these properties.



- With respect to the Enonkoski properties, the Hälväla Nickel Mine is the main focus of our 2008 exploration program.  Our initial exploration program has been designed to check the validity of the reported resource estimate and the deep high grade drill intersection followed by a down-hole electromagnetic survey to seek extensions.  The work planned in this area will consist of detailed geology using existing drill core and down-hole and surface geophysics with the primary objective of locating high grade ore bodies amenable to underground mining, with a secondary target of shallow low grade ore.  By the end of fiscal 2008, we plan to fly an airborne electromagnetic survey (approximately 6,000 line-km) and conduct a drill program of approximately 5,000 meters.  We began our airborne geophysical survey in the summer of 2007.  The survey, designed to locate conductive minerals associated with nickel, utilizes an AeroTEM II system - a high-resolution helicopter-borne electromagnetic (EM) system developed by Canadian company Aeroquest.  The survey is being used to locate drilling targets. Airborne EM is particularly effective over glacial terrains, such as Finland, where sediments may hide ore bodies. The conductive sulphide minerals that FinMetal is seeking are typically close the surface, due to glacial erosion.  Aeroquest will provide FinMetal with advanced data processing and interpretation in industry standard formats and high quality coloured maps. Geophysicist Steve Balch, our Vice President of Exploration, who has expert knowledge of the AeroTEM system, is supervising quality control and assurance during data acquisition.



Geological Justification



Since 1885,

Our nickel prospects have all encountered nickel mineralization in historical drilling undertaken by the Finnish geological survey (GTK) and/or Outokumpu Oy.  In many cases, the reported nickel grades may be sufficient for economic exploitation if sufficient tonnes can be discovered.  None of the prospects have been investigated using modern geophysical and geological exploration techniques and most of the previous work was concentrated in shallow zones of little more than 100 meters from surface.



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FinMetal's proposed exploration program is based upon the expectation that exploration at deeper levels, to depths of up to 1000 meters, may lead to the discovery of extensions to the known nickel mineralization in several of the prospects.  FinMetal intends to use modern geophysics to better define drill targets.  Techniques used will likely include detailed magnetometry, airborne and down-hole electromagnetometry and high-quality interpretation with a large amount of emphasis on structural geology.



Individuals Conducting Proposed Exploration Work



At the present time, we expect the following individuals to conduct exploration work described above:



- Stephen Balch.  Stephen Balch, who serves as our Vice President of Exploration, is expert on geophysical exploration for nickel-copper sulphide, with over 20 years of experience in the field.  His experience and qualifications are set forth in detail in Item 9 of this Annual Report.



- Brian Marten.  Brian Martin, BA, MSc, PhD, CGeol, P.Geo, EurGeol, is the Senior Consulting Geologist to FinMetal Mining.  Dr. Marten's career in mining has spanned 38 years and has been strongly field-oriented, with an emphasis on base metals, especially nickel.  From October 1989 to December 1998, he served as Principal Geologist, Group Exploration Resources, for Rio Tinto Mining & Exploration Limited, Newbury UK.  He has reviewed projects and identified opportunities in numerous regions of the world including Sub-Sahara Africa, where he initiated a nickel project in the Kibaran Belt.  In India, he identified the Orissa iron ore opportunity and followed up with regional mapping of the belt and technical advice through 2000.  In Russia, Dr. Marten evaluated one base metal and one gold deposit and negotiated a co-operative project with the Siberian Research Institute of Geology, Geophysics and Mineral Resources, Novosibirsk (SNIGGIMS).  As a consultant for Rio Tinto, he was involved in various nickel projects in Botswana, China and Brazil. He has four years of scale mapping experience with the geological Survey of Zambia, and later with the Geological Surveys of Manitoba and Newfoundland and Labrador.  Dr. Marten's professional affiliations include the following: Professional Geologist, Institute of Geologists of Ireland; Chartered Geologist & Fellow, The Geological Society; Fellow, Geological Association of Canada; Fellow, Society of Economic Geologists; Member, Irish Association of Economic Geologists.

Sample Collection

We rely on the expertise of our Finish sub-contractors when it comes to sample collection, sample preparation, accuracy procedures, analytical procedures and Quality Assurance/Quality Control protocols.

One of our main subcontractors in Finland is **Suomen Malmi Oy (Smoy).  They are a leading company in geological contracting in the Nordic countries.**  Smoy was established in 1935 and specializes in geological sampling of the soil and bedrock and in geological surveys with modern geophysical equipment.  Their main business is in prospecting for mineral deposits, in the mining industry and in engineering geology.  Core drillings and geophysical surveying are the main services of Smoy.



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Smoy is a member in Technology Industries of Finland (Confederation of Finnish Industry and Employers), Metallgruppen (Confederation of Swedish Enterprise), Association of Finnish Extractive Resources Industry, Finnish Tunnelling Association, Finnish Geotechnical Society, Swedish Society for Advanced Drilling (FAB) and Helsinki Chamber of Commerce.  Smoy's main product is **drilling services**consisting of surface and underground core drillings, percussion drillings, installations of ground water monitoring wells and versatile technical in-hole surveys as well as of other services related to drilling.  Smoy has about 30 drilling units and we drill about 100 kilometres of core drilling holes per year.  The drilling rigs range from light 50 metre units on rubber tracks to heavy-duty 2000 metre units controlled by microprocessors.

Smoy is a division of Swedish Drillcon AB, who are

Competition

There is aggressive competition within the minerals industry to discover and acquire claims considered to have mineralization potential.  Many of our competitors are larger than we are, have longer operating histories, more experienced management and greater financial resources and market strengths.  In addition, we compete with others in efforts to obtain financing to explore mineral properties.  There is no assurance that we can compete effectively with these companies.  If we are unable to compete effectively with these companies, our business would be materially adversely affected.

Government Regulation and Environmental Protection Requirements

Our properties are affected in varying degrees by government regulations relating, among other things, to the acquisition of land, pollution control and environmental protection, land reclamation, safety and production.  Changes in any of these regulations or in the application of existing regulations are beyond our control and may adversely affect our operations.  Failure to comply with the conditions set out in any permit or failure to comply with applicable statutes and regulations may result in orders to cease or curtail operations or to install additional equipment.  We may be required to compensate those suffering loss or damage by reason of our activities.  The effect of these regulations cannot be accurately predicted.

Employees

We currently have no employees other than our executive and non-executive officers as disclosed herein.

Subsidiaries

We own all of the outstanding shares of FinMetal OY.

Risk Factors

Our common shares must be considered a speculative investment.  Readers should carefully consider the risks described below before deciding whether to invest in shares of our common stock.  If we do not successfully address the risks described below, there could be a material adverse effect on our business, financial condition or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment.  We cannot assure any investor that we will successfully address these risks.

None of our officers or directors is employed full time by the Company. The management and growth of our company depends on the continued involvement of our management team, none of whom are employed full time.  Should any of our management resign we might not be able to replace them.  We do not have employment agreements in place with any of our officers nor do we carry key-person insurance.  All of our officers have other business interest, which results in them devoting only a portion of their time to the business of the company.  A conflict of interest between our officers' other business interests and us could be detrimental to us.

We have a limited history of operations making it difficult to evaluate our current value and chance of success. We only recently acquired our acquire exploration properties.  We have a limited history of operations and there is no guarantee that we will acquire any further exploration interests.  Our limited history makes it difficult to evaluate the current value of our shares and our chances of success in the future leading to volatility in the value of your investment.



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We have incurred net losses since inception and anticipate that losses will continue. We have not generated any revenues to date.  We have no history of earnings and there is no assurance that our business will be profitable.  As at December 31, 2007, we have experienced a cumulative net loss of $12,179,512, and we expect to continue incurring operating losses and accumulating deficits in future periods.  We cannot guarantee that we will be successful in generating revenues in the future. A failure to generate revenues will likely cause us to go out of business.

We have limited financial resources and will have to raise additional funds to continue and expand our business. There can be no certainty that market conditions will enable us to raise the funds required.  Failure to do so will result in the failure of our business. As at December 31, 2007, we had cash and cash equivalents of $1,957,856 and in working capital of $1,368,636.  Our anticipated expenditures for the next 12 months are approximately $4.4 million.

We presently do not have sufficient capital to satisfy the expected expenditures, have no revenues and will rely principally on the issuance of common shares to raise funds to finance the expenditures that are expected to be incurred during the next 12 months.  There is no assurance that market conditions will enable us to raise funds when required, and any additional equity financing will likely be dilutive to existing shareholders.  Should we fail to raise additional funds, we will be unable to carry out our plan of operations.

Based upon our financial position our auditor has expressed doubt about our ability to continue as a going concern. We will be unable to continue as a going concern if we are unable to earn sufficient revenues from operations or to raise additional capital through debt or equity financings to meet our future capital obligations.  As of December 31, 2007 we have working capital of $1,368,636, which is not sufficient to cover our planned expenditures over the next twelve months.  If we do not raise the capital required to carry out our plan of operations beyond that date, we may be unable to continue as a going concern and you may lose your entire investment.

The mineral exploration industry is very competitive and we may not be able to effectively compete with other companies in bidding for and securing property interests resulting in a high risk of failure for our company. We are in competition with other companies with greater financial resources and expertise in bidding for the acquisition of mineral property interests from various state authorities and permit holders, in purchasing or leasing equipment necessary to explore for minerals and in obtaining the services of personnel in the exploration for minerals.  Our inability to compete raises the risk that we will be unable to secure material property interests and carry out our plan of operations.

There is no assurance that we will discover any minerals.  Failure to discover minerals will make it difficult for us to remain as a going concern. We have no known reserves on any of our properties and there is no assurance that commercial quantities of any minerals will be discovered.  In addition, even if minerals are discovered, the costs of extraction to market may render any deposit found uneconomic.  If we do not find minerals reserves or if we cannot develop reserves, either because we do not have sufficient capital to do so or the costs of extraction are uneconomical, we will have to cease operations and investors who have purchased shares may lose their investment.

Geological conditions are variable and unpredictable and heighten exploration risk. Mineral exploration and development involves a high degree of risk and few properties that are explored are ultimately developed into producing properties.  Even if production is commenced, the production will inevitably decline and may be affected or terminated by changes in geological conditions that cannot be foreseen or remedied. A change in geological conditions may render a discovery uneconomic.

The marketing and sale of mineral products is subject to government regulation that may impair our ability to sell minerals or limit the prices available. Even if we make discoveries in commercial quantities, development of a discovery may take a number of years and financial conditions at that time cannot be predicted.  The availability of products sold, or to be sold, may be restricted or rendered unavailable due to factors beyond our control, such as change in laws in the jurisdictions in which we may be operating, changes in the source of supply in foreign countries and prohibition on use due to testing and licensing requirements.



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The price for commodities is volatile and determined by factors beyond our control.  Prices for minerals may fluctuate widely from time to time depending on international demand, production and other factors that cannot be foreseen. A decline in price may render a discovery uneconomic.

Failure to meet the prescribed terms and conditions of any required permit for the exploration of our properties may result in the loss or abandonment of the permit. The terms and conditions of any required permit or license granting us, directly or indirectly, the right to explore for and develop minerals may prescribe a work program and the date or dates before which such work program must be satisfied.  Varying circumstances, including our financial resources, availability of required equipment, and other matters, may result in the failure to satisfy the terms and conditions of a permit or license and result in the complete loss of the interest in the permit or license.

We are subject to numerous local laws and regulations that are subject to change, including tax and land title claims.  Any material change could have an adverse effect on our business and our ability to operate. There is no assurance that governmental regulation will not vary, including regulations relating to prices, royalties, allowable production, environmental matters, import and export of minerals and protection of water resources and agricultural lands.  We will be subject to numerous governmental regulations that relate directly and indirectly to our operations including but not limited to title, production, marketing and sale of minerals, taxation, and environmental matters.  There is no assurance that the laws relating to the ownership of mineral property interests and the operation of our business in the jurisdiction in which we operate will not change in a manner that may materially and adversely affect our business.

We presently do not carry liability or title insurance and do not plan to secure any in the future.  The lack of insurance makes us vulnerable to excessive potential claims and loss of title. We do not maintain insurance against public liability, environmental risks or title.  The possibility exists that title to future prospective properties may be lost due to an omission in the claim of title and any claims against us may result in liabilities we will not be able to afford resulting in the failure of the business and the complete loss of your investment.

Our business will be subject to laws that control the discharge of materials into the environment and we may be liable for environmental damages. The laws relating to the protection of the environment have become more stringent and may expose us to liability for the conduct of, or conditions caused by others or for our actions that were in compliance with all applicable laws at the time such acts were performed.  The application of these requirements or the adoption of new requirements could have a material adverse effect on our business.

We conduct our business in Euros, the value of which fluctuates against the U.S. currency. An appreciation in the Euro against the US dollar may have adverse effects on our business.  We hold cash reserves in US dollars but are incurring a significant proportion of our expenses in Euros.  An increase in value of the Euro versus the US dollar would have a detrimental effect on our results of operations as expenses incurred would, in turn, increase in US dollars.  While certain fluctuation can be expected to continue there can be no assurance that the exchange rate will stabilize at current rates.

Our common shares are quoted through the facilities of the OTC Bulletin Board and the Pink Sheets.  The price of our common shares is very volatile and thinly traded making the sale of shares very difficult. There can be no assurance that a stable market for our common shares will ever develop or, if it should develop, be sustained.  It should be assumed that the market for our common shares will continue to be highly illiquid, sporadic and volatile and shareholders may not be able to sell their shares in the public market.  These securities should not be purchased by anyone who cannot afford the loss of the entire investment.



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We may issue more shares of common stock, which would dilute the value of the common stock held by our current shareholders. Our Articles of Incorporation authorize the issuance of 100,000,000 shares of common stock.  We will likely issue additional shares to acquire further capital in order to carry out our intended operations or expand current operations, or to provide additional financing in the future.  The issuance of any such shares may result in a reduction of the book value or market price of our outstanding common shares.  If we do issue any additional shares, such issuance will cause a reduction in the proportionate ownership and voting power of all other shareholders and may result in a change of control.

We have no history of earnings and there is no assurance that if we do that dividends will be declared.  We have no history of earnings and there is no assurance that our business will be profitable and, even if profitable, there is no assurance that our board of directors will declare dividends on our common shares.

Broker-dealers may be discouraged from effecting transactions in our shares of common stock because they are considered penny stock and are subject to the penny stock rules.  The Securities and Exchange Commission (the "SEC") has adopted rules that regulate broker-dealer practices in connection with transactions in "penny stocks." Penny stocks generally are equity securities with a price of less than $5.00 per share.  The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker-dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker-dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements often have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules.  Our common stock is currently subject to the penny stock rules, and accordingly, investors may find it difficult to sell their shares, if at all.

ITEM 2.             DESCRIPTION OF PROPERTY

Our mineral properties are described under Item 1 - Description of Business.

We maintain a principal executive office at 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada  V6C 2X8.

ITEM 3.             LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and, to our knowledge, no such proceedings are contemplated or threatened.

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

There were no matters submitted to a vote of our shareholders in the last fiscal quarter of 2007.

PART II

ITEM 5.             MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our shares trade on the OTC Bulletin Board and the Pink Sheets under the symbol "FNMM".  The following provides a summary of our trading history for the periods indicated on the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.



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|Calendar Quarter | High Bid       | Low Bid
|---------------- | -------------- | -------
|2007             |                |        
|                 | First Quarter  | $1.75  
|                 | Second Quarter | $1.75  
|                 | Third Quarter  | $0.70  
|                 | Fourth Quarter | $0.40  
|2006             |                |        
|                 | First Quarter  | $ 40.00
|                 | Second Quarter | $ 40.00
|                 | Third Quarter  | $  0.75
|                 | Fourth Quarter | $  1.37

Holders

At April 11, 2008, we had 64 registered holders of our common stock.

Dividends

There are no restrictions in our Articles of Incorporation or Bylaws that restrict us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

(a)       we would not be able to pay our debts as they become due in the usual course of business; or

(b)       our total assets would be less than the sum of our total liabilities, plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

We have not declared any dividends.  We do not plan to declare any dividends in the foreseeable future.



Securities Authorized for Issuance under Equity Compensation Plans



The following table sets forth information relating to our equity compensation plans as of December 31, 2007:



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|Plan category                                                 | Number of securities to be issued upon exercise of outstanding options, warrants and right | Weighted-average exercise price of outstanding options, warrants and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
|------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | --------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------
|                                                              | (a)                                                                                        | (b)                                                                         | I                                                                                                                                          
|                                                              |                                                                                            |                                                                             |                                                                                                                                            
|Equity compensation plans approved by security holders        | Nil                                                                                        | $Nil                                                                        | Nil                                                                                                                                        
|                                                              |                                                                                            |                                                                             |                                                                                                                                            
|Equity compensation plans not approved by security holders(2) | 3,350,000                                                                                  | $1.24                                                                       | 6,650,000                                                                                                                                  
|                                                              |                                                                                            |                                                                             |                                                                                                                                            
|Totals:                                                       | 3,350,000                                                                                  | $1.24                                                                       | 6,650,000                                                                                                                                  



In April 2007, our Board of Directors adopted our 2007 Stock Incentive Plan.  The following summary of the plan is not complete and is qualified in its entirety by reference to the plan, a copy of which is incorporated by reference as an exhibit hereto.

Under the terms of the plan, an aggregate of 10,000,000 shares of our common stock may be granted to our directors, officers, employees and consultants in the form of options, stock appreciation rights, restricted stock, units or other similar rights. The maximum number of shares that maybe granted to any eligible participant in any calendar year cannot exceed 5,000,000 shares. The plan is administered by a committee consisting of two or more independent directors that have exclusive power and authority over the plan, including in respect of, among other things: (i) interpreting the plan, (ii) determining eligible participants, and (iii) determining the extent of awards made under the plan, and the terms and conditions thereof and the agreements relating to the awards made. The determinations of the plan administrator shall be conclusive and binding.

Purchases of Equity Securities

No repurchases of our common shares were made by or on behalf of us or any "affiliated purchaser", as defined in Exchange Act Rule 10b-18(a)(3) during the fourth quarter of our fiscal year ended December 31, 2007.

ITEM 6.             MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

The following discussion of our financial condition, changes in financial condition, plan of operations and results of operations should be read in conjunction with our audited financial statements as at and for the two years ended December 31, 2007 and the section entitled "Description of Business" included in this annual report.  The discussion contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under "Description of Business - Risk Factors" and elsewhere in this annual report.



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Plan of Operations

Our plan of operations within the next twelve months is pursue our planned exploration program as described in Item 1 of this annual report.  In particular, we plan to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary:

1.     In accordance with the terms of the agreements pursuant to which we acquired our mineral property interests, we plan to incur the following costs with respect to our mineral property interests over the next twelve months:

- second option payment of 100,000 euros (US$158,270 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Rautavaara property to be paid by April 30, 2008;
- first year work commitment expenditures of 250,000 euros (US$395,675 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Rautavaara property to be incurred by August 31, 2008;
- first year work commitment expenditures of 250,000 euros (US$395,675 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Tainiovarra property to be incurred by May 31, 2008.
- second option payment 150,000 euros (US$237,405 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Apofas properties to be paid by April 30, 2008);
- first year work commitment expenditures of $1.8 million with respect to the Enonkoski properties to be incurred by November 30, 2008; and
- a third option payment of 600,000 euros (US$949,620 based on the noon buying rate on April 14, 2008 of Euro 1.00 : US$1.5827) with respect to the Enonkoski properties to be paid by November 30, 2008,

2.     We anticipate spending approximately $40,000 in ongoing general and administrative expenses per month for the next twelve months, for a total anticipated expenditure of $480,000 over the next twelve months.  The general and administrative expenses for the year will consist primarily of professional fees for the audit and legal work relating to our regulatory filings throughout the year, as well as transfer agent fees and general office expenses.

Thus, we estimate that our expenditures over the next twelve months will be approximately $4.4 million dollars.  As at December 31, 2007, we had cash and cash equivalents of $1,957,856 and a working capital of $1,368,636.  As such, our ability to make our planned exploration expenditures and to pay for our general administrative expenses will be subject to us obtaining additional financing.

During the 12 month period following the date of this report we anticipate that we will not generate any revenue.  Accordingly, we will be required to obtain additional financing in order to continue our plan of operations during and beyond the next twelve months.  We believe that debt financing will not be an alternative for funding additional phases of exploration as we do not have tangible assets to secure any debt financing.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock.  However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our complete exploration program.  In the absence of such financing, we will not be able to pursue our exploration program, we will be forced to abandon our mineral property interests and our business will fail.



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Results of Operations



We have not had any revenues from operations for the past two fiscal years.  We had a net loss of $9,511,457 for the year ended December 31, 2007 as compared to a net loss of $2,506,896 for the year ended December 31, 2006.  The increase in our net loss was primarily the result of $5,960,016 in stock-based compensation in 2007 (2006 - $96,720) and increased mineral property acquisition and exploration expenditures, which were $2,583,124 in 2007 (2006 - $2,079,398).

Liquidity and Capital Resources

At December 31, 2007, we had cash and cash equivalents of $1,957,856 (2006 - $1,648,814) and a working capital of $1,368,636 (2006 - $1,576,715).  Although we believe that our existing cash balance is sufficient for our near-term day-to-day general administrative expenses, we will require additional financing in order to pursue our planned exploration as outlined under "Plan of Operations" above.

Cash Used in Operating Activities

Operating activities in the year ended December 31, 2007 and 2006 used cash of $2,485,972 and $1,080,580 respectively, which reflect our recurring operating losses.

Cash Used in Investing Activities

In the year ended December 31, 2007, we used $37,536 in investing activities, as compared to $17,547 used in investing activities in the prior year.

Cash from Financing Activities

As we have had no revenues since inception, we have financed our operations primarily by using existing capital reserves, obtaining debt financing and through private placements of our stock.  Financing activities in the year ended December 31, 2007 provided cash of $2,832,550, all of which was from the sale of our common stock.  Financing activities in the year ended December 31, 2006 provided cash of $2,695,000, all of which was from the sale of our common stock.

Off-Balance Sheet Arrangements

There are no off balance sheet arrangements that have or are reasonably likely to have a current or future effect on our Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, which individually or in the aggregate is material to our investors.

ITEM 7.             FINANCIAL STATEMENTS

Our audited financial statements as of December 31, 2007 and December 31, 2006 and the related notes to such financial statements are filed as part of this annual report and are incorporated by reference in this Item 7.

ITEM 8.             CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.



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ITEM 8A(T).     CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our Chief Executive Officer, Daniel Hunter, and our Principal Financial Officer, Kenneth Phillippe, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934) as of the end of the period covered by this report, and in their opinion our disclosure controls and procedures were effective.

Management's Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2007 using the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on an evaluation under the COSO framework, our management identified no material weaknesses in our internal control over financial reporting as of December 31, 2007. (A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented or detected on a timely basis.)  Management has concluded that we maintained effective internal control over financial reporting as of December 31, 2007 based on criteria established in Internal Control--Integrated Framework issued by COSO.

This annual report does not include an attestation report by our independent registered public accounting firm, regarding internal control over financial reporting.  Management's report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management's report in this annual report.

No Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the last quarter of our fiscal year ended December 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 8B.         OTHER INFORMATION

None.



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PART III

ITEM 9.             DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Our directors and executive officers and their respective ages as of the date of this annual report are as follows:

|Name               | Age | Office Held                                                                                
|------------------ | --- | -------------------------------------------------------------------------------------------
|Daniel Hunter      | 49  | Chief Executive Officer, Principal Executive Officer and Chairman of the Board of Directors
|Peter Löfberg      | 60  | President and a director                                                                   
|Robert Van Tassell | 72  | Director                                                                                   
|Kenneth Phillippe  | 56  | Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer             

The following describes the business experience of each of our directors and executive officers:

Daniel Hunter - Chief Executive Officer, Principal Executive Officer and Chairman of the Board of Directors.  Mr. Hunter has been a Director of the Company since September 18, 2006, and he has served as Chairman of the Board, Chief Executive Officer and Principal Executive Officer since October 25, 2006.  Mr. Hunter has been actively involved in both financing and building private and public companies for more than 25 years. He spent the first 20 years of his professional career as a securities broker specializing in structured financings for junior and intermediate sized mining companies. At the time of his decision to retire from the securities industry in 1998, Mr. Hunter was a securities broker with Canaccord Capital, Canada's largest independent brokerage firm. Since March of 2005, he has served as a Director, past CEO and past COO of Colombia Goldfields Ltd, a public company actively exploring for gold and consolidating a known gold deposit in the Republic of Colombia, South America.  Mr. Hunter has served as a director of Constitution Mining Corp., a reporting company, since October 30, 2007, and as Chief Operating Officer of that company since November 14, 2007.

Peter Löfberg - President and a director.  Mr. Löfberg is the founding chairman and CEO of FinMetal Mining Oy, a private Finnish based exploration and development mining company which owns options to acquire four advanced gold and nickel projects in Finland. On November 28, 2006, FinMetal Mining Ltd. announced the closing of its purchase of FinMetal Mining Oy and the appointment of Mr. Löfberg as its new President and a member of its Board of Directors. A senior executive with an extensive background in chemicals, engineering and corporate management, he served until recently as a managing director at Ligno Tech OY(Finland), a member of Borregaard group where he helped supervise the chemical division for global markets, importing raw material form Russia, and exporting to 50 countries. Borregaard LignoTech is the world's leading supplier of lignin based products with 12 plants and a global sales network in Europe, America, Asia and Africa.  Prior to his experience at Borregaard, Mr. Löfberg served as a management consultant at Ab Apofas Oy and from 1988-1990 as a regional manager for the engineering company Insinööritoimisto Kupari Oy. In the mid 1980s and the 1970s, Mr. Löfberg held management positions with such engineering and manufacturing firms as Air-Ix Oy, Artekno Oy and Hämeen Peruna Oy.  Mr. Löfberg record of professional and civic volunteerism is nearly as extensive as his professional resume. From 2003, he has held the position of Chairman for the energy company of the City of Tampere. He has also served as a member of the Tampere City environmental committee, and as a member of the Tampere city council. From 1986-1988 he was Chairman of the Board for The Central Union of University Engineers and Architects (KAL) and prior to that was a member of the Association of Finnish Forest Industry.



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Robert Van Tassell - Director.  Mr. Van Tassell has served on our Board of Directors since December 2006.  Mr Van Tassell has been involved in the Canadian mining industry for over fifty years.  Before retiring from full-time ventures in 1998, he spent the prior sixteen years (1982-1998) as Vice President of Exploration for the precious metals venture Goldcorp Inc., formerly known as Dickenson Mines.  Exploration teams led by Mr. Van Tassell are credited with such significant discoveries as the Husky Mine, the Minto copper deposit currently being mined by Sherwood Copper, and more recently, Goldcorp's High Grade Zone.  From 1984 through 1993, Mr. Van Tassell served as a board member of the Prospectors and Developers Association of Canada (PDAC), including as Chairman of the PDAC's Program and Environmental Committees.  Mr. Van Tassell also served as a director of the Yukon Chamber of mines for eleven years, two of them as President.  He served four terms on the board of the Northern Resource Conferences, two of them as Chairman, and has taught introductory and advanced prospecting courses for the Chamber of Mines. He is a life member of the CIM, and the Geological Association of Canada.

Kenneth Phillippe - Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer.  Mr. Phillippe has served as our Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer since October 2006.  Mr. Phillippe is a Chartered Accountant with over 25 years experience working with public companies in the capacities of director, officer, financial advisor, or consultant. Mr. Phillippe obtained a Bachelor of Commerce degree from the University of British Columbia in 1976. He articled with Thorne Riddell (now KPMG) and obtained his professional accounting designation in 1981. In 1982 Mr. Phillippe established his own accounting practice.  Between February 2000 and August 2005 he served in various positions including director, officer and chair of the audit committee of MDX Medical Inc., a Vancouver based medical device company. Between January to December 2006 Mr. Phillippe served as chief financial officer of Columbia Goldfields Ltd., a junior gold mining company that is a reporting company under the Exchange Act. Since March 2006 Mr. Phillippe has served as CFO of Exchequer Resource Corp. (TSX-V).  Since October 2006, Mr. Phillippe has served as Chief Financial Officer and Secretary of Bold Ventures Inc., which was listed on the TSX-V on October 29, 2007.  Mr. Phillippe has served as Secretary, Treasurer, Chief Financial Officer and Principal Accounting Officer of Constitution Mining Corp., a reporting company, since December 13, 2007.

Term of Office

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until they resign or are removed from the board in accordance with our bylaws.  Our officers are appointed by our Board of Directors and hold office until they resign or are removed from office by our Board of Directors.

Significant Employees

Nico Civelli - Vice President Finance - Europe.  Mr. Civelli has served as our Vice President Finance - Europe (a non-executive officer position) since December 2006.  He is an independent financial advisor from Zurich holding both Finnish and the Swiss citizenships. He brings multilingual, cross-cultural expertise to Finmetal's efforts. His company, Niconsult Ltd., is involved mainly in corporate finance and money management for select clients in Zurich and throughout Europe. He studied at the Universities of Zurich and St Gallen, and finished his Master's degree in applied finance at the University of Southern Queensland in Australia. Before and during his studies he worked for several independent money managers and a private Zurich bank.

Stephen Balch - Vice President of Exploration.  Mr. Balch has served as our Vice President of Exploration (a non-executive officer position) since January 2007.  Mr. Balch is expert on geophysical exploration for nickel-copper sulphide, with over 20 years of experience in the field.  He has worked extensively for such international mining firms as Inco Limited, with a focus on one of the largest nickel discoveries in the world - Sudbury Basin.  From 1995 to 2001, Mr. Balch worked for Inco Limited as Senior Geophysicist at Inco's Voisey's Bay project in Newfoundland and before that at the Sudbury Basin as an area geophysicist. As an independent consultant, Mr. Balch has consulted to major mining companies such as Falconbridge Limited and Anglo American, and to a number of mid-tier and junior mining companies such as FNX Mining Company Limited, Wallbridge Mining Company Limited, Donner Minerals and Mustang Minerals Corp.



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Significant Employees

We have no significant employees other than our executive and non-executive officers.

Family Relationships

None of our directors or officers are related to one another.

Involvement in Certain Legal Proceedings

None of our directors, executive officers and control persons have been involved in any of the following events during the past five years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);
3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
4. being found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment or decision has not been reversed, suspended, or vacated.

Compliance with Section 16(A) of the Securities Exchange Act of 1934

Section 16(a) of the United States Securities and Exchange Act of 1934, as amended (the "Exchange Act") requires officers, directors and persons who own more than ten percent of a registered class of a company's equity securities to file initial reports of beneficial ownership and to report changes in ownership of those securities with the SEC.  They are also required to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on our review of these reports or written representations from certain reporting persons, we believe that during the fiscal year ended December 31, 2007 and during the current fiscal year, all filing requirements applicable to our officers, directors, greater-than-ten-percent beneficial owners and other persons subject to Section 16(a) of the Exchange Act were met; except that Mr. Van Tassell has not filed a Form 3 indicating that he has become a director of our company.

Audit Committee and Charter

We have an Audit Committee that operates pursuant to an Audit Committee Charter adopted by our Board of Directors.  Our Audit Committee is comprised of all of our directors. A copy of our Audit Committee Charter is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005.  Our Audit Committee is responsible for: (i) the selection and oversight of our independent accountant; (ii) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (iii) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (iv) engaging outside advisors; and (v) funding for the outside auditory and any outside advisors engagement by the Audit Committee.  We have determined that we do not have an audit committee financial expert on our Audit Committee.  As we expand our business, we intend to appoint an audit committee financial expert.



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- 25 -

Code of Ethics

We have adopted a corporate Code of Ethics that applies to our Chief Executive Officer and our Chief Financial Officer. A copy of the Code of Ethics is filed as an exhibit to our annual report on Form 10-KSB for the year ended December 31, 2005.  We believe that our Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct; provide full, fair, accurate, timely and understandable disclosure in public reports; comply with applicable laws; ensure prompt internal reporting of code violations; and provide accountability for adherence to the code.

Upon written request directed to our corporate executive office, we will deliver to any person free of charge a copy of such code of ethics.











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ITEM 10.           EXECUTIVE COMPENSATION



Compensation of Executive Officers



The table below summarizes all compensation awarded to, earned by or paid to our executive officers for all services rendered in all capacities to us during our last two fiscal years:



|Summary Compensation Table
|--------------------------



|Name and Principal Position                   | Year | Salary
($) | Bonus
($) | Stock
Awards
($) | Option
Awards
($) | Non-Equity Incentive Plan Compen-sation
($) | Nonqualified Deferred Compen-sation Earnings
($) | All Other Compen-sation
($) | Total ($)
|--------------------------------------------- | ---- | ---------- | --------- | ---------------- | ----------------- | ------------------------------------------- | ------------------------------------------------ | --------------------------- | ---------
|Daniel HunterCEO & PEO                        | 2007 | Nil        | Nil       | Nil              | $312,500 (1)      | Nil                                         | Nil                                              | $127,200 (2)                | $439,700 
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | $23,850 (2)                                      | $23,850                    
|Peter LofbergPresident                        | 2007 | Nil        | Nil       | $145,000 (3)     | Nil               | Nil                                         | Nil                                              | $92,053 (2)                 | $237,053 
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | $6,580 (2)                                       | $6,580 (2)                 
|Kenneth PhillippeSecretary, Treasurer and CFO | 2007 | Nil        | Nil       | Nil              | $62,500 (4)       | Nil                                         | Nil                                              | 38,160 (2)                  | $100,660 
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | $6,360 (2)                                       | $6,360                     
|Steven BalchVice President of Exploration     | 2007 | Nil        | Nil       | Nil              | Nil               | Nil                                         | Nil                                              | $115,550 (2)                | $115,550 
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | Nil                                              | Nil                        
|Cameron FinkFormer CEO                        | 2007 | Nil        | Nil       | Nil              | Nil               | Nil                                         | Nil                                              | Nil                         | Nil      
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | $12,000(2), (5)                                  | $12,000                    
|Robert HornFormer COO                         | 2007 | Nil        | Nil       | Nil              | Nil               | Nil                                         | Nil                                              | $60,000 (2), (6)            | $60,000  
|2006                                          | Nil  | Nil        | Nil       | Nil              | Nil               | Nil                                         | $5,000 (2),                                      | $5,000                     

(1) Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2) Consulting fees for services provided.

(3) Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(4) Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(5) Mr. Fink served as our Chief Executive Officer in fiscal 2006 until September 2006.

(6) Mr. Horn served as our Chief Operating Officer in fiscal 2007 and resigned on March 27, 2008.



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The following table sets forth information relating to outstanding equity awards held by our executive officers as at December 31, 2007:

|Outstanding Equity Awards at Year End Table
|-------------------------------------------



|                  | Option Awards                                                            | Stock Awards                                                             
|----------------- | ------------------------------------------------------------------------ | -------------------------------------------------------------------------
|Name              | Number of Securities Under-
lying
Unexercised Options 
(#) 
Exerciseable | Number of Securities Under-lying Unexer-cised Options (#) Unexer-ciseable
|Daniel Hunter     | 125,000                                                                  | 125,000                                                                  
|Peter Lofberg     | N/A                                                                      | N/A                                                                      
|Kenneth Phillippe | 25,000                                                                   | 25,000                                                                   

(1)  As indicated in the Summary Compensation Table above, Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2)  As indicated in the Summary Compensation Table above, Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(3)  As indicated in the Summary Compensation Table above, Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

Director Compensation

The following table sets forth information relating to compensation paid to our directors in the fiscal year ended December 31, 2007:



|Director Compensation Table
|---------------------------



|Name                         | Fees Earned or Paid
in Cash 
($) | Stock Awards 
($) | Option Awards
($) | Non-Equity Incentive Plan Compen-sation Earnings
($) | Non-qualified Deferred Compen-sation Earnings
($) | All Other Compen-sation
($) | Total
($) 
|---------------------------- | -------------------------------- | ----------------- | ----------------- | ---------------------------------------------------- | ------------------------------------------------- | --------------------------- | ----------
|Daniel Hunter                | Nil                              | Nil               | $312,500 (1)      | Nil                                                  | Nil                                               | $127,200 (4)                | $439,700  
|Peter Lofberg                | Nil                              | $145,000 (2)      | Nil               | Nil                                                  | Nil                                               | $92,053 (4)                 | $237,053  
|Robert Van Tassell           | Nil                              | $145,000 (3)      | Nil               | Nil                                                  | Nil                                               | $11,086 (4)                 | $156,086  
|Robert Horn(Former director) | Nil                              |                   | $2,500,000 (5)    |                                                      |                                                   | $60,000 (4)                 | $2,560,000

(1)  As indicated in the Summary Compensation Table above, Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(2)  As indicated in the Summary Compensation Table above, Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.



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(3)  Mr. Van Tassell was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(4)  Consulting fees for services provided.

(5)  Mr. Horn was granted a vesting stock option to purchase up to an aggregate of 2,000,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 500,000 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.  Mr. Horn resigned as a director on March 27, 2008.

Stock Incentive Plan



As described above in Item 5 of this annual report, in April 2007, our Board of Directors adopted our 2007 Stock Incentive Plan.  The following summary of the plan, as amended, is not complete and is qualified in its entirety by reference to the plan, a copy of which is incorporated by reference as an exhibit hereto.



Under the terms of the plan, an aggregate of 10,000,000 shares of our common stock may be granted to our directors, officers, employees and consultants in the form of options, stock appreciation rights, restricted stock, units or other similar rights.  The maximum number of shares that maybe granted to any eligible participant in any calendar year cannot exceed 5,000,000 shares. The plan is administered by a committee consisting of two or more independent directors that have exclusive power and authority over the plan, including in respect of, among other things: (i) interpreting the plan, (ii) determining eligible participants, and (iii) determining the extent of awards made under the plan, and the terms and conditions thereof and the agreements relating to the awards made. The determinations of the plan administrator shall be conclusive and binding.

Employment Agreements

We do not have employment agreements with or our executive officers or with any of our directors.

ITEM 11.           SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth the beneficial shareholdings of persons or entities holding five per cent or more of our common stock, each director, each of our officers and all of our directors and officers as a group.  To our knowledge, each person has sole voting and investment power with respect to the shares of common stock shown.



| | Name and Address of Beneficial Owner(1)                       |           | Amount and 
Nature of BeneficialOwner(2) |      | Percent of Class(3)
| | ------------------------------------------------------------- | --------- | ---------------------------------------- | ---- | -------------------
| | Directors and Officers:                                       |           |                                          |      |                    
| | Daniel Hunter                                                 |           | 125,000 (4)                              |      | less than 1%       
| | Kenneth Phillippe                                             |           | 25,000 (5)                               |      | less than 1%       
| | Peter Löfberg                                                 |           | 1,050,000 (6)                            |      | 3.2%               
| | Robert Van Tassell                                            |           | 50,000 (7)                               |      | less than 1%       
| | All directors and executive officers as a group 
(4 persons): | 1,250,000 |                                          | 3.0%
| | 5% Shareholders:                                              |           |                                          |      |                    
| | None                                                          |           | Nil                                      |      | Nil                



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(1)   The address of our officers and directors is our company's address, which is 666 Burrard Street, Suite 500, Vancouver, British Columbia, Canada  V6C 2X8.

(2)   Under Rule 13d-3 of the Exchange Act a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares: (i) voting power, which includes the power to vote or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares.  Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares).  In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided.  In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

(3)   Based on 34,448,176shares of our common stock issued and outstanding as of April 11, 2008.

(4)   Representing shares underlying options to purchase.  Mr. Hunter was granted a vesting stock option to purchase up to an aggregate of 250,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 62,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(5)   Representing shares underlying options to purchase.  Mr. Phillippe was granted a vesting stock option to purchase up to an aggregate of 50,000 shares of common stock, at an exercise price of $1.25 per share, vesting as to one quarter (that being 12,500 shares) on each of April 17, 2007, October 17, 2007, April 17, 2008 and October 17, 2008, which options expire on April 17, 2017.

(6)   Includes 50,000 shares vesting on April 18, 2008.  Mr. Lofberg was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

(7)   Includes 50,000 shares vesting on April 18, 2008.  Mr. Van Tassell was granted a restricted stock award under our Stock Incentive Plan at a deemed price of $1.45 per share vesting as follows:  (i) one half (50,000 shares) vesting on April 17, 2008 and (ii) the remaining one half (that being the remaining 50,000 shares) vesting on April 17, 2009.

Changes in Control of the Registrant

To our knowledge, there are no arrangements that may result in a change of control of the Company.

ITEM 12.           CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Related Parties

In January 2007, we entered into a Letter Agreement with Apofas pursuant to which Apofas granted to us the sole and exclusive Option to acquire, subject to a 2% gross proceeds royalty, a 100% undivided interest in and to five mineral property concession registration interest assets known as the Apofas Properties.  Our current President, Peter Löfberg, is a control person of Apofas.

In June 11, 2007, we entered into an Option Agreement with Magnus Minerals OY, pursuant to which the we entered into a joint venture to explore the "Enonkoski area" in Finland primarily for nickel-copper-platinum group elements.  Our current President, Peter Löfberg, is a shareholder of Magnus.

In addition, during the year ended December 31, 2007 we:



- paid $NIL (2006: $32,000) for consulting and management fees to former directors and officers;
- paid $332,477 (2006: $42,683) for consulting and management fees and management salaries to current officers and directors;
- paid $NIL (2006: $47,520) for consulting fees to Apofas, a company controlled by our President;
- credited $NIL (2006: $24,000) to other income as forgiveness of debts by a former officer and director;
- paid $111,571 for consulting fees included in mineral property acquisition and exploration expenditures, to Balch Exploration, a company controlled by our Vice-President of Exploration;
- paid $84,124 for consulting fees included in mineral exploration expenditures, to Apofas, a company controlled by our President.

These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.



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- 30 -

Transactions with Promoter

Over the past five years, our only promoter has been Cameron Fink, a former director and officer of our company.

ITEM 13.           EXHIBITS



|Exhibit Number | Description                                                                                                                                                                   
|-------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(1)         | Articles of Incorporation.                                                                                                                                                    
|3.2            | Certificate of Amendment to Articles of Incorporation, evidencing name change to "FinMetal Mining Ltd."                                                                       
|3.3(1)         | By-Laws.                                                                                                                                                                      
|10.2(2)        | Stock Purchase Agreement between the Company and Peter Löfberg, dated November 2, 2006, relating to the acquisition of FinMetal OY.                                           
|10.3(3)        | Letter Agreement dated January 22, 2007 between the Company and AB Apofas OY.                                                                                                 
|10.4(4)        | Amendment No. 1 to Option Agreement between Company and Magnus Minerals Oy, dated December 28, 2007                                                                           
|10.5(5)        | Mineral Property Option and Joint Venture Agreement between the Company and Magnus Minerals Oy, dated June 11,2007                                                            
|10.6           | 2007 Stock Incentive Plan                                                                                                                                                     
|14.1(6)        | Code of Ethics.                                                                                                                                                               
|31.1           | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|31.2           | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.             
|32.1           | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|99.1(6)        | Audit Committee Charter.                                                                                                                                                      

(1)           Filed with our Quarterly Report on Form 10-QSB as filed with the SEC on March 14 and May 18, 2005.
(2)           Filed with our Current Report on Form 8-K filed as filed with the SEC on November 30, 2006.
(3)           Filed with our Current Report on Form 8-K filed as filed with the SEC on January 26, 2007.

(4)           Filed with our Current Report on Form 8-K filed as filed with the SEC on January 4, 2008.

(5)           Filed with our Current Report on Form 8-K filed as filed with the SEC on June 13, 2008.
(6)           Filed with our Annual Report on Form 10-KSB as filed with the SEC for the year ended December 31, 2005.

ITEM 14.           PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditors in the fiscal periods indicated for the following fees and services:





|                    | Fiscal year ended December 31, 2007 | Fiscal year ended December 31, 2006
|------------------- | ----------------------------------- | -----------------------------------
|Audit Fees:         | $34,860                             |                                    
|Audit Related Fees: | Nil                                 |                                    
|Tax Fees:           | Nil                                 |                                    
|All Other Fees:     | Nil                                 |                                    
|Total:              | $34,860                             |                                    



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Audit Fees

Audit fees are the aggregate fees billed for professional services rendered by our independent auditors for the audit of our annual financial statements, the review of the financial statements included in each of our quarterly reports on Form 10-QSB and services provided in connection with statutory and regulatory filings or engagements.

Audit Related Fees

Audit related fees are the aggregate fees billed by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not described in the preceding category.

Tax Fees

Tax fees are billed by our independent auditors for tax compliance, tax advice and tax planning.

All Other Fees

All other fees include fees billed by our independent auditors for products or services other than as described in the immediately preceding three categories.

Policy on Pre-Approval of Services Performed by Independent Auditors



Our policy is to pre-approve all audit and permissible non-audit services performed by the independent accountants.  These services may include audit services, audit related services, tax services and other services. Pre-approval is generally provided for particular services or categories of services, including planned services, project based services and routine consultants.  In addition, we may also pre-approve particular services on a case-by-case basis.  We approved all services that our independent accountants provide to us in the past two fiscal years.

__________



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I Vellmer Inc.

721 - 602 West Hastings Street
                                                                                Vancouver,  B.C., V6B 1P2
                                                                                                               Tel:             604-687-3773
Fax:             604-687-3778
E-mail:         vellmer@i-vellmer.ca
* denotes a firm of incorporated  professionals







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Stockholders ofFinmetal Mining Ltd.(An Exploration Stage Company)



We have audited the accompanying consolidated balance sheets of Finmetal Mining Ltd. (an exploration stage company) as at December 31, 2007 and 2006 and the consolidated statements of operations, stockholders'equity and cash flows for the years ended December 31, 2007 and 2006 and the period cumulative from inception on September 5, 1997 to December 31, 2007.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these financial statements present fairly, in all material respects, the financial position of Finmetal Mining Ltd. as at December 31, 2007 and 2006 and the results of its operations and its cash flows for the years ended December 31, 2007 and 2006 and the period cumulative from inception on September 5, 1997 to December 31, 2007 in conformity with accounting principles generally accepted in the United States of America.



The accompanying financial statements have been prepared assuming the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company's business is in the exploration stage and has not generated any revenue to date.  The Company will likely require new financing, either through issuing shares or debt, to continue in its business of acquiring, exploring and developing mineral properties.  These factors together raise substantial doubt about its ability to continue as a going concern. Management's plans in regards to these matters are also discussed in Note 1. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.





Vancouver, Canada                                                                                                "I Vellmer Inc."April 4, 2008                                                                                                        Chartered Accountants





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______________________________________________________________________



|                                                          |                                                                                           | December 31, | December 31,
|--------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ------------ | ------------
|As at                                                     | 2007                                                                                      | 2006        
|                                                          |                                                                                           | $            | $           
|ASSETS                                                   
|                                                          |                                                                                           |              |             
|Current                                                   |                                                                                           |             
|                                                          |                                                                                           |              |             
|                                                          | Cash and cash equivalents                                                                 | 1,957,856    | 1,648,814   
|                                                          | Exploration program advances                                                              | 87,600       | -           
|                                                          | Taxes recoverable                                                                         | 19,226       | 14,245      
|                                                          | Prepaid expenses and deposit                                                              | 5,723        | 63,910      
|                                                          |                                                                                           |              |             
|                                                          |                                                                                           | 2,070,415    | 1,726,969   
|                                                          |                                                                                           |              |             
|Property and equipment, net of accumulated amortization   |                                                                                           |             
|                                                          | of $864 (Note 4(ii))                                                                      | 35,214       | 6,683       
|                                                          |                                                                                           |              |             
|Website development cost, net of accumulated amortization |                                                                                           |             
|                                                          | of $833                                                                                   | 5,833        | 9,167       
|                                                          |                                                                                           |              |             
|                                                          | 2,111,453                                                                                 | 1,742,819   
|                                                          |                                                                                           |              |             
|LIABILITIES                                              
|Current                                                   |                                                                                           |             
|                                                          |                                                                                           |              |             
|                                                          | Accounts payable and accrued liabilities                                                  | 647,414      | 56,691      
|                                                          | Amounts due to related parties (Note 3)                                                   | 54,365       | 93,563      
|                                                          |                                                                                           |              |             
|                                                          | 701,779                                                                                   | 150,254     
|                                                          |                                                                                           |              |             
|STOCKHOLDERS'EQUITY                                      
|                                                         
|Common stock (Note 5)                                     |                                                                                           |             
|                                                          | Authorized: 100,000,000 shares, $0.00001 par value                                        |              |             
|                                                          | Issued and outstanding: 34,448,176 shares 
       (December 31, 2006:  32,637,176 shares) | 345          | 326         
|                                                          |                                                                                           |              |             
|Additional paid-in capital                                | 14,314,637                                                                                | 6,581,574   
|                                                          |                                                                                           |              |             
|Deferred stock based compensation (Note 5)                | (725,796)                                                                                 | (2,321,280) 
|                                                          |                                                                                           |              |             
|(Deficit) accumulated during the exploration stage        | (12,179,512)                                                                              | (2,668,055) 
|                                                          |                                                                                           |              |             
|                                                          | 1,409,674                                                                                 | 1,592,565   
|                                                          |                                                                                           |              |             
|                                                          | 2,111,453                                                                                 | 1,742,819   



NOTE 1

NOTE 9



See accompanying Notes to the Consolidated Financial Statements





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- 35 -



______________________________________________________________________



|                                                                        |                                                               |              |              | Cumulative from             
|----------------------------------------------------------------------- | ------------------------------------------------------------- | ------------ | ------------ | ----------------------------
|                                                                        |                                                               |              |              | Inception(September 5, 1997)
|                                                                        |                                                               | Year ended   | Year ended   | Through                     
|                                                                        |                                                               | December 31, | December 31, | December 31,                
|                                                                        |                                                               | 2007         | 2006         | 2007                        
|                                                                        |                                                               | $            | $            | $                           
|                                                                        |                                                               |              |              |                             
|OPERATING EXPENSES                                                      |                                                               |              |             
|                                                                        |                                                               |              |              |                             
|                                                                        |                                                               |              |              |                             
|                                                                        | Amortization-property and equipment                           | 9,004        | 864          | 9,868                       
|                                                                        | Amortization-website development costs                        | 3,334        | 833          | 4,167                       
|                                                                        | Bank charges                                                  | 2,246        | 1,091        | 5,243                       
|                                                                        | Consulting and management fees (Note 5)                       | 322,946      | 137,673      | 552,722                     
|                                                                        | Foreign exchange                                              | (1,235)      | 13,454       | 18,758                      
|                                                                        | Investor communication and promotion                          | 262,776      | 43,144       | 305,920                     
|                                                                        | Office and administrative                                     | 43,032       | 2,599        | 75,182                      
|                                                                        | Professional fees                                             | 161,509      | 35,470       | 225,119                     
|                                                                        | Rent                                                          | 15,438       | 3,917        | 23,610                      
|                                                                        | Stock based compensation                                      | 5,960,016    | 96,720       | 6,056,736                   
|                                                                        | Telephone                                                     | 30,598       | 4,528        | 35,126                      
|                                                                        | Transfer agent and filing fees                                | 10,778       | 9,179        | 32,258                      
|                                                                        | Travel and accommodation                                      | 172,533      | 99,026       | 271,559                     
|                                                                        | Website maintenance                                           | 18,000       | 3,000        | 21,000                      
|                                                                        | Mineral property acquisition and exploration 
   expenditures | 2,583,124    | 2,079,398    | 4,662,522                   
|                                                                        |                                                               |              |              |                             
|NET OPERATING LOSS                                                      | (9,594,099)                                                   | (2,530,896)  | (12,299,790)
|                                                                        |                                                               |              |              |                             
|OTHER INCOME AND (EXPENSES)                                             |                                                               |              |             
|                                                                        | Forgiveness of debt                                           | -            | 24,000       | 24,000                      
|                                                                        | Gain on sale of oil and gas property                          | -            | -            | 10,745                      
|                                                                        | Interest income                                               | 82,642       | -            | 93,051                      
|                                                                        | Recovery of expenses                                          | -            | -            | 4,982                       
|                                                                        | Write-down of incorporation costs                             | -            | -            | (12,500)                    
|                                                                        |                                                               |              |              |                             
|NET LOSS FOR THE PERIOD                                                 | (9,511,457)                                                   | (2,506,896)  | (12,179,512)
|                                                                        |                                                               |              |              |                             
|                                                                        |                                                               |             
|                                                                        |                                                               |              |             
|LOSS PER SHARE-BASIC AND DILUTED                                        | (0.27)                                                        | (0.14)       |             
|                                                                        |                                                               |              |              |                             
|WEIGHTED AVERAGE NUMBER OF 
COMMON SHARES OUTSTANDING-BASIC AND DILUTED | 35,255,636                                                    | 18,526,370   |             





See accompanying Notes to the Consolidated Financial Statements



---

- 36 -



______________________________________________________________________





From Inception (September 5, 1997) to December 31, 2007:

|                                                                                                                    | CommonShares | StockAmount | AdditionalPaid-inCapital | Deferred Stock Based Compensation | DeficitAccumulated           DuringTheExplorationStage | TotalStockholders'Equity(Deficiency)
|------------------------------------------------------------------------------------------------------------------- | ------------ | ----------- | ------------------------ | --------------------------------- | ------------------------------------------------------ | ------------------------------------
|                                                                                                                    |              | $           | $                        | $                                 | $                                                      | $                                   
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Balance, September 5, 1997                                                                                          | -            | -           | -                        | -                                 | -                                                      | -                                   
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Issuance of common shares for cash at $0.0125 per share on September 28, 1997                                       | 80,000       | 1           | 999                      | -                                 | -                                                      | 1,000                               
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Net loss for the period                                                                                             | -            | -           | -                        | -                                 | (2,522)                                                | (2,522)                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 1997                                                                                         | 80,000       | 1           | 999                      | -                                 | (2,522)                                                | (1,522)                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Issuance of common shares on acquisition of oil and gas property in New Zealand at $1.25 per share on June 25, 1998 | 8,000        | -           | 10,000                   | -                                 | -                                                      | 10,000                              
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Issuance of common shares for cash at $0.0125 per share on July 8, 1998                                             | 80,000       | 1           | 999                      | -                                 | -                                                      | 1,000                               
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Net loss for the year                                                                                               | -            | -           | -                        | -                                 | (1,246)                                                | (1,246)                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 1998                                                                                         | 168,000      | 2           | 11,998                   | -                                 | (3,768)                                                | 8,232                               
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Issuance of common shares for cash at $1.25 per share on November 20, 1998                                          | 80,000       | 1           | 99,999                   | -                                 | -                                                      | 100,000                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Repurchase of common shares for cash at $0.0125 per share on November 28, 1998                                      | (80,000)     | (1)         | (999)                    | -                                 | -                                                      | (1,000)                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Net loss for the year                                                                                               | -            | -           | -                        | -                                 | (9,569)                                                | (9,569)                             
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 1999                                                                                         | 168,000      | 2           | 110,998                  | -                                 | (13,337)                                               | 97,663                              
|                                                                                                                    |              |             |                          |                                   |                                                        |                                     
|Net loss for the year                                                                                               | -            | -           | -                        | -                                 | (34,290)                                               | (34,290)                            
|Balance, September 30, 2000                                                                                         | 168,000      | 2           | 110,998                  | -                                 | (47,627)                                               | 63,373                              





See accompanying Notes to the Consolidated Financial Statements



---

- 37 -



______________________________________________________________________



From Inception (September 5, 1997) to December 31, 2007:

|                                                                                                        | CommonShares | StockAmount | AdditionalPaid-inCapital | Deferred Stock Based Compensation | DeficitAccumulated           DuringTheExplorationStage | TotalStockholders'Equity(Deficiency)
|------------------------------------------------------------------------------------------------------- | ------------ | ----------- | ------------------------ | --------------------------------- | ------------------------------------------------------ | ------------------------------------
|                                                                                                        |              | $           | $                        | $                                 | $                                                      | $                                   
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 2000(carried forward)                                                            | 168,000      | 2           | 110,998                  | -                                 | (47,627)                                               | 63,373                              
|Net loss for the year                                                                                   | -            | -           | -                        | -                                 | (14,296)                                               | (14,296)                            
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 2001                                                                             | 168,000      | 2           | 110,998                  | -                                 | (61,923)                                               | 49,077                              
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Net income for the year                                                                                 | -            | -           | -                        | -                                 | 10,954                                                 | 10,954                              
|Balance, September 30, 2002                                                                             | 168,000      | 2           | 110,998                  | -                                 | (50,969)                                               | 60,031                              
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Net income for the year                                                                                 | -            | -           | -                        | -                                 | 2,387                                                  | 2,387                               
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 2003                                                                             | 168,000      | 2           | 110,998                  | -                                 | (48,582)                                               | 62,418                              
|Issuance of common shares for cash at $0.075 per share and services at $0.30 per share on April 2, 2004 | 169,512      | 2           | 62,698                   | -                                 | -                                                      | 62,700                              
|Donated capital                                                                                         | -            | -           | 5,000                    | -                                 | -                                                      | 5,000                               
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Net loss for the year                                                                                   | -            | -           | -                        | -                                 | (64,175)                                               | (64,175)                            
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Balance, September 30, 2004                                                                             | 337,512      | 4           | 178,696                  | -                                 | (112,757)                                              | 65,943                              
|Donated capital                                                                                         | -            | -           | 3,000                    | -                                 | -                                                      | 3,000                               
|Net loss for the year                                                                                   | -            | -           | -                        | -                                 | (7,750)                                                | (7,750)                             
|                                                                                                        |              |             |                          |                                   |                                                        |                                     
|Balance, December 31, 2004                                                                              | 337,512      | 4           | 181,696                  | -                                 | (120,507)                                              | 61,193                              



See accompanying Notes to the Consolidated Financial Statements





---

- 38 -



______________________________________________________________________



From Inception (September 5, 1997) to December 31, 2007:

|                                                                                                                               | CommonShares | StockAmount | AdditionalPaid-inCapital | Deferred Stock Based Compensation | DeficitAccumulated           DuringTheExplorationStage | TotalStockholders'Equity(Deficiency)
|------------------------------------------------------------------------------------------------------------------------------ | ------------ | ----------- | ------------------------ | --------------------------------- | ------------------------------------------------------ | ------------------------------------
|                                                                                                                               |              | $           | $                        | $                                 | $                                                      | $                                   
|                                                                                                                               |              |             |                          |                                   |                                                        |                                     
|Balance, December 31, 2004(carried forward)                                                                                    | 337,512      | 4           | 181,696                  | -                                 | (120,507)                                              | 61,193                              
|                                                                                                                               |              |             |                          |                                   |                                                        |                                     
|Repurchase of common stock for cash at $ 0.0125 per share on March 3, 2005                                                     | (80,000)     | (1)         | (999)                    | -                                 | -                                                      | (1,000)                             
|Donated Capital                                                                                                                | -            | -           | 8,200                    | -                                 | -                                                      | 8,200                               
|Net loss for year                                                                                                              | -            | -           | -                        | -                                 | (40,652)                                               | (40,652)                            
|Balance, December 31, 2005                                                                                                     | 257,512      | 3           | 188,897                  | -                                 | (161,159)                                              | 27,741                              
|Issue of common stock forcash at $0.00625 per shareon April 7, 2006                                                            | 24,000,000   | 240         | 149,760                  | -                                 | -                                                      | 150,000                             
|Cancellation of shares on September 6, 2006                                                                                    | (169,336)    | (2)         | 2                        | -                                 | -                                                      | -                                   
|Issue of common stock on purchase of Finmetal Mining Oy at a deemed value of $1.28 per share on November 27, 2006 (see Note 6) | 1,000,000    | 10          | 1,279,990                | -                                 | -                                                      | 1,280,000                           
|Stock grant issued as stock based compensation at a deemed value of $1.24 per share on November 30, 2006 (Note 5)              | 1,950,000    | 19          | 2,417,981                | (2,321,280)                       | -                                                      | 96,720                              
|Issue of 5,090,000,common shares for cash at $ 0.50 per share and 509,000 common shares as a finder's fee on December 7, 2006  | 5,599,000    | 56          | 2,544,944                | -                                 | -                                                      | 2,545,000                           
|Net loss for the year                                                                                                          | -            | -           | -                        | -                                 | (2,506,896)                                            | (2,506,896)                         
|Balance, December 31, 2006                                                                                                     | 32,637,176   | 326         | 6,581,574                | (2,321,280)                       | (2,668,055)                                            | 1,592,565                           

See accompanying Notes to the Consolidated Financial Statements



---

- 39 -





______________________________________________________________________





From Inception (September 5, 1997) to December 31, 2007:



|                                                                                                                             | CommonShares | StockAmount | AdditionalPaid-inCapital | Deferred Stock Based Compensation | DeficitAccumulated           DuringTheExplorationStage | TotalStockholders'Equity(Deficiency)
|---------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------- | ------------------------ | --------------------------------- | ------------------------------------------------------ | ------------------------------------
|                                                                                                                             |              | $           | $                        | $                                 | $                                                      | $                                   
|Balance, December 31, 2006(carried forward)                                                                                  | 32,637,176   | 326         | 6,581,574                | (2,321,280)                       | (2,668,055)                                            | 1,592,565                           
|Issue of 2,436,000,common shares for cash at $ 1.25 per unit on April 17, 2007, net of finder's fees of $312,896             | 2,436,000    | 25          | 2,732,104                | -                                 | -                                                      | 2,732,129                           
|Issue of 167,160 warrants as a  finder's fee on April 17, 2007 pursuant to an unit offering                                  | -            | -           | 100,421                  | -                                 | -                                                      | 100,421                             
|Stock grant issued as stock based compensation at a deemed value of $1.45 per share on April 17, 2007(Note 5)                | 925,000      | 9           | 1,341,241                | (1,341,250)                       | -                                                      | -                                   
|Issue of 400,000 common shares as a finder's fee for mineral interests at a deemed value of $1.34 on May 4, 2007 (Note4 (i)) | 400,000      | 4           | 535,996                  | -                                 | -                                                      | 536,000                             
|Stock based compensation on granting of stock options and stock (Note 5)                                                     | -            | -           | 3,023,282                | 2,936,734                         | -                                                      | 5,960,016                           
|Cancellation of  stock awards (Note5)                                                                                        | (1,950,000)  | (19)        | 19                       | -                                 | -                                                      | -                                   
|Net loss for the period                                                                                                      | -            | -           |                          | -                                 | (9,511,457)                                            | (9,511,457)                         
|Balance, December 31, 2007                                                                                                   | 34,448,176   | 345         | 14,314,637               | (725,796)                         | (12,179,512)                                           | 1,409,674                           



See accompanying Notes to the Consolidated Financial Statements



---

- 40 -



______________________________________________________________________FINMETAL MINING LTD.
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS______________________________________________________________________



|                                                    |                                             |             |              |              | Cumulative from             
|--------------------------------------------------- | ------------------------------------------- | ----------- | ------------ | ------------ | ----------------------------
|                                                    |                                             |             | Year         | Year         | Inception(September 5, 1997)
|                                                    |                                             |             | ended        | ended        | Through                     
|                                                    |                                             |             | December 31, | December 31, | December 31,                
|                                                    |                                             |             | 2007         | 2006         | 2007                        
|                                                    |                                             |             | $            | $            | $                           
|                                                    |                                             |             |             
|OPERATING ACTIVITIES:                               |                                             |             |             
|Net loss from operations                            | (9,511,457)                                 | (2,506,896) | (12,179,512)
|Items not requiring cash outlay:                    |                                             |             |             
|                                                    | - Consulting fees                           | -           | 24,000       | 40,200      
|                                                    | - Forgiveness of debt                       | -           | (24,000)     | (24,000)    
|                                                    | - Gain on sale of oil and gas property      | -           | -            | (10,745)    
|                                                    | - Stock-based compensation                  | 5,960,016   | 96,720       | 6,106,736   
|                                                    | - Amortization of equipment                 | 9,004       | 864          | 9,868       
|                                                    | - Amortization of website development cost  | 3,334       | 833          | 4,167       
|                                                    | - Mineral property acquisition              | 536,000     | 1,280,000    | 1,816,000   
|Cash provided by (used in) changes in operating     |                                             |             |             
|                                                    | Assets and liabilities:                     |             |              |             
|                                                    | -  Taxes recoverable                        | (4,981)     | (14,245)     | (19,226)    
|                                                    | -  Exploration program advances             | (87,600)    | -            | (87,600)    
|                                                    | -  Prepaid expenses and deposit             | 58,187      | (63,910)     | (5,723)     
|                                                    | -  Accounts payable and accrued liabilities | 590,723     | 49,491       | 647,414     
|                                                    | -  Advances from related parties            | (39,198)    | 76,563       | 54,365      
|                                                    |                                             |             |              |              |                             
|Net cash used in operating activities               | (2,485,972)                                 | (1,080,580) | (3,648,056) 
|                                                    |                                             |             |              |              |                             
|FINANCING ACTIVITIES:                               |                                             |             |             
|Cost of repurchase of common stock                  | -                                           | -           | (1,000)     
|Proceeds from issuance of common stock, net         | 2,832,550                                   | 2,695,000   | 5,641,250   
|                                                    |                                             |             |              |              |                             
|Net cash provided by (used in) financing activities | 2,832,550                                   | 2,695,000   | 5,640,250   
|                                                    |                                             |             |              |              |                             
|INVESTING ACTIVITIES:                               |                                             |             |             
|Proceeds from sale of oil and gas property          | -                                           | -           | 46,200      
|Oil and gas property acquisitions                   | -                                           | -           | (2,846)     
|Oil and gas exploration                             | -                                           | -           | (22,609)    
|Purchase of equipment                               | (37,536)                                    | (7,547)     | (45,083)    
|Website development costs                           | -                                           | (10,000)    | (10,000)    
|                                                    |                                             |             |             
|Net cash provided by (used in) investing activities | (37,536)                                    | (17,547)    | 34,338      
|                                                    |                                             |             |             
|INCREASE IN CASH AND CASH EQUIVALENTS               | 309,042                                     | 1,596,873   | 1,957,856   
|                                                    |                                             |             |              |              |                             
|CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR      | 1,648,814                                   | 51,941      | -           
|                                                    |                                             |             |              |              |                             
|CASH AND CASH EQUIVALENTS AT END OF YEAR            | 1,957,856                                   | 1,648,814   | 1,957,856   



See accompanying Notes to the Consolidated Financial Statements



---

- 41 -





______________________________________________________________________





|                                                            |                                                                                                                                                                               |         |              |              | Cumulative from             
|----------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------- | ------------ | ------------ | ----------------------------
|                                                            |                                                                                                                                                                               |         | Year         | Year         | Inception(September 5, 1997)
|                                                            |                                                                                                                                                                               |         | ended        | ended        | Through                     
|                                                            |                                                                                                                                                                               |         | December 31, | December 31, | December 31,                
|                                                            |                                                                                                                                                                               |         | 2007         | 2006         | 2007                        
|                                                            | $                                                                                                                                                                             | $       | $           
|SUPPLEMENTAL CASH FLOWS INFORMATION                         |                                                                                                                                                                               |         |             
|Interest expense                                            | -                                                                                                                                                                             | -       | 1,906       
|Taxes                                                       | -                                                                                                                                                                             | -       | -           
|Foreign exchange (gain) loss                                | (1,235)                                                                                                                                                                       | 13,454  | 18,758      
|                                                            |                                                                                                                                                                               |         |             
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING |                                                                                                                                                                               |         |             
|                                                            | Purchase of oil and gas property for consideration of 8,000 of the Company's common shares at $1.25                                                                           | -       | -            | 10,000      
|                                                            |                                                                                                                                                                               |         |             
|                                                            | Issuance of 169,512 common shares for services at $0.30 per share on April 2, 2004                                                                                            | -       | -            | 50,000      
|                                                            |                                                                                                                                                                               |         |             
|                                                            | Donated consulting services                                                                                                                                                   | -       | -            | 16,200      
|                                                            |                                                                                                                                                                               |         |             
|                                                            | On September 6, 2006, 169,336 shares were cancelled and returned to the un-issued share capital of the Company by a former director                                           | -       | (2)          | (2)         
|                                                            |                                                                                                                                                                               |         |              |             
|                                                            | On November 27, 2006 the Company issued 1,000,000 shares at a deemed price of $1.28 per share pursuant to the equity acquisition of 100% of the issued common shares of FM OY | -       | 1,280,000    | 1,280,000   
|                                                            |                                                                                                                                                                               |         |              |             
|                                                            | On November 30, 2006 the Company granted 1,950,000 restricted shares at a deemed price of $1.24 per share to officers of the company                                          | -       | 2,418,000    | 2,418,000   
|                                                            |                                                                                                                                                                               |         |              |             
|                                                            | On December 7, 2006, the Company issued 509,000 units at a deemed value of $0.50 per unit as a finder's fee related to the private placement                                  | -       | 254,500      | 254,500     
|                                                            |                                                                                                                                                                               |         |              |             
|                                                            | On April 17, 2007 the Company issued 167,160 warrants exercisable on or before April 17, 2008 at an exercise price of $1.75.                                                  | 100,421 | -            | 100,421     
|                                                            |                                                                                                                                                                               |         |              |             
|                                                            | On May 4, 2007 the Company issued 400,000common shares at a deemed price of $1.34 per share as a finders'fee pursuant to the acquisition of mineral property interests        | 536,000 | -            | 536,000     
|                                                            |                                                                                                                                                                               |         |              |             

See accompanying Notes to the Consolidated Financial Statements



---

- 42 -





______________________________________________________________________

NOTE 1

The Company was incorporated under the laws of the State of Nevada, U.S.A. as Gondwana Energy, Ltd. ("Gondwana") on September 5, 1997.  The Company changed its name from Gondwana to FinMetal Mining Ltd. on January 23, 2007.  On November 27, 2006, the Company completed the acquisition of 100% of the shares of Finmetal Mining OY ("FM OY"), a company incorporated under the laws of Finland.  During the fiscal year ended December 31, 2006 the Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties.  The Company is currently in the exploration stage.

The Company has incurred a net loss of $(12,179,512) for the period from inception on September 5, 1997 to December 31, 2007 and has no source of revenue.  The continuity of the Company's future operations is dependent upon its ability to obtain financing and upon future acquisition, exploration and development of profitable operations from its mineral properties. These conditions raise substantial doubt about the Company's ability to continue as a going concern.  The Company intends to continue relying upon the issuance of equity securities to finance its operations and exploration and development activities, however there can be no assurance it will be successful in raising the funds necessary to maintain operations, or that a self-supporting level of operations will ever be achieved.  The likely outcome of these future events is indeterminable.The financial statements do not include any adjustment to reflect the possible future effect on the recoverability and classification of the assets or the amounts and classification of liabilities that may result should the Company cease to continue as a going concern.

NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation and consolidation

The accounts of the Company and its wholly owned subsidiary, Finmetal Mining OY ("FM OY"), a company incorporated under the laws of Finland, has been consolidated effective the date of its acquisition on November 27, 2006.

These financial statements have been prepared in accordance with United States generally accepted accounting principles ("US GAAP").  All significant inter-company transactions have been eliminated on consolidation.

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents. As at December 31, 2007, the Company has cash and cash equivalents in the amount of $1,947,912 (2006 - $1,529,869) which are over the federally insured limit.  As at December 31, 2007 and 2006, the Company has $Nil of cash equivalents.



---

- 43 -



______________________________________________________________________





NOTE 2 -SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont'd...)

Website and Software Development Costs

The Company recognizes the costs incurred in the development of the Company's website in accordance with EITF 00-2"Accounting for Website Development Costs"and, with the provisions of AICPA Statement of Position No. 98-1,"Accounting for the Costs of Computer Software Developed or Obtained for Internal Use".  Accordingly, direct costs incurred during the application stage of development are capitalized and amortized over the estimated useful life of three years.  Fees incurred for website hosting are expensed over the period of the benefit.  Costs of operating a website are expensed as incurred.  Amortization expense is a total of $ 3,334 (2006: $833) for the year ended December 31, 2007 and cumulatively $4,167 (2006: $833).

Property and Equipment



Furniture and office and computer equipment is carried at cost and is amortized over its estimated useful life at rates of 20 to 30% declining balance per year.  The property and equipment is written down to its net realizable value if it is determined that its carrying value exceeds estimated future benefits to the Company.



Mineral Claim Payments and Exploration Expenditures



Mineral property exploration costs are charged to operations as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02 "Whether Mineral Rights are Tangible or Intangible Assets".  The Company assesses the carrying costs for impairment under SFAS No. 144.   The Emerging Issues Task Force issued EITF 04-3"Mining Assets: Impairment and Business Combinations", which requires mining companies to consider cash flows related to the economic value of mining assets (including mineral properties and rights) beyond those assets'proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with SFAS 144.  The Company is in its early stages of exploration and unable to allocate proven and probable reserves to its mineral property.  In the absence of proven and probable reserves, acquisition costs to date are considered to be impaired and accordingly have been written off to operations.  When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property will be capitalized.  Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.  If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.



---

- 44 -





______________________________________________________________________



NOTE 2



Environmental Costs



Environmental expenditures that related to current operations are charged to operations or capitalized as appropriate.  Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are charged to operations.  Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated.  Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company

Comprehensive Income

In accordance with SFAS 130,

Stock-Based Compensation

During the year, the Company adopted SFAS No. 123(revised),



Foreign Currency Translation



The Company



Monetary assets and liabilities are translated at the year-end exchange rate.



Non-monetary assets are translated at the rate of exchange in effect at their acquisition, unless such assets are carried at market or nominal value, in which case they are translated at the year-end exchange rate.



Revenue and expense items are translated at the average exchange rate for the year.



Foreign exchange gains and losses in the year are included in operations.



---

- 45 -





______________________________________________________________________



NOTE 2

Basic Net Income (Loss) per Share

Basic net income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period.  Diluted net income (loss) per share on the potential exercise of the equity-based financial instruments is not presented where anti-dilutive.  The company



Income taxes



The Company accounts for income taxes under an asset and liability approach that requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company



Due to the uncertainty regarding the Company

Assets retirement obligations

The Company has adopted SFAS No 143, Accounting for Assets Retirement Obligations, which requires that the fair value of a liability for an asset retirement obligation be recognized in the period in which it is incurred. SFAS No. 143 requires the Company to record a liability for the present value of the estimated site restoration costs with corresponding increase to the carrying amount of the related long-lived assets. The liability will be accreted and the asset will be depreciated over the life of the related assets. Adjustments for changes resulting from the passage of time and changes to either the timing or amount of the original present value estimate underlying the obligation will be made. As at December 31, 2007 and 2006, the Company does not have any asset retirement obligations.

Long-lived assets impairment

Long-term assets of the Company are reviewed for impairment whenever events or circumstances indicate that the carrying amount of assets may not be recoverable, pursuant to guidance established in SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.

Management considers assets to be impaired if the carrying value exceeds the future projected cash flows from related operations (undiscounted and without interest charges). If impairment is deemed to exist, the assets will be written down to fair value. Fair value is generally determined using a discounted cash flow analysis.



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______________________________________________________________________

NOTE 2

Accounting for Derivative Instruments and Hedging Activities

The Financial Accounting Standards Board (

Historically, the Company has not entered into derivative contracts either to hedge existing risks or for speculative purposes. The adoption of this statement does not have an impact on the Company

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the period. Actual results may differ from those estimates.

Financial Instruments

The Company

The Company is not exposed to significant interest, credit or currency risk arising from these financial instruments due to their short term nature.

Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157,





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______________________________________________________________________

NOTE 2



Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159,

In December 2007, the FASB issued SFAS No. 141(R),

In December 2007, the FASB issued SFAS No. 160,

In March 2008, the FASB issued SFAS No. 161,



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______________________________________________________________________



NOTE 3



The amounts due to related parties of $54,365 (2006: $93,563). are due to officers and directors of the Company or companies related to them, on account ofexpenses paid on behalf of the Company and services rendered.  They are non-interest bearing, unsecured and due on demand.



NOTE 4 -PROPERTY AND EQUIPMENT



(i)  Mineral Property:

The Apofas Properties



Pursuant to an agreement dated January 22, 2007 the Company has the option to acquire a 100% interest in five mineral concessions, known as the Poronmannikko and Sarkiahonkangas projects, located in Finland. Under the terms of the agreement, the company has the right to acquire a 100% interest in two projects by making cash payments totalling 1,000,000. The initial payment of 150,000 is due on or before April 1, 2007 (paid), the 2nd payment of 150,000 is due on or before April 1, 2008 (extended by agreement to April 30, 2008), the 3rd payment of 300,000 is due on or before April 1, 2009 and the final payment of 400,000 is due on or before April 1, 2010.  Concurrent with ratification of the agreement on May 4, 2007, the Company issued 400,000 common shares as a finder's fee. The mineral concessions are subject to a 2% gross proceeds royalty.  The agreement was signed with a company, which is controlled by the Company's president.

The Magnus Properties



Pursuant to an agreement dated October 6, 2006 the Company has the option to acquire a 100% interest in 4 different mineral properties (Petrovaara, Poskijarvi-Kokka, Rautavaara and Tainiovaara) by paying option payments for a total of 1,000,000 in cash for each property over a period of 4 years.  The option payments are to be paid annually at the beginning of each year as follows:  1st year 100,000 (paid), 2nd year 100,000, 3rd year 300,000 and 4th year 500,000 per property for a total of 4,000,000 if all 4 properties are acquired fully; and by making a work commitment of 1,000,000 on each property of which 25% must be conducted annually.  All properties are subject to a 2% NSR.  The 1st year payments for all 4 properties totalling $523,400 (400,000) was paid during the fiscal year ended December 31, 2006.  The optionor is currently in the process of completing registration of its mineral claims with the Finnish Ministry of Industry and Trade.  The due date of the second option payment of 100,000 with respect to the Rautavaara Property is extended pursuant to an amendment agreement to April 30, 2008 in consideration of a 10,000 extension payment (paid) and payment of applicable government and landowner payments according to Finnish law (paid).  The due date for the first year work commitment of 250,000 with respect to the Rautavaara Property is extended to August 31, 2008 and the first year work commitment of 250,000 with respect to the Tainiovarra Property is extended to May 31, 2008.  Additionally the Company decided not to exercise the second year option with respect to each of the Petrovaara and Poskijarvi-Kokka Properties.

On June 11, 2007, the Company entered into an Option Agreement with Magnus Minerals OY, pursuant to which the Company entered into a joint venture to explore the "Enonkoski area"in Finland primarily for nickel-copper-platinum group elements.



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NOTE 4



(i)  Mineral Property  (cont

The Magnus Properties (cont

Under the terms of the Option Agreement, the Company has the right to acquire ownership from Magnus of up to a 51% interest in certain claim reservations, and pending claims comprising the Property as more particularly set forth in the Option Agreement.

It is intended that the Company will be the operator of the joint venture and can earn a 51% interest in the Property by fulfilling U.S. $10 million in work commitments and 3 million in option payments.



In order to exercise the option, the Company will be required to spend U.S. $10 million in work commitments with minimum expenditures as follows:(a) U.S. $1.8 million by November 30, 2008; (b) U.S. $2.2 million by November 30, 2009; (c) U.S. $2.8 million by November 30, 2010; and (d) U.S. $3.2 million by November 30, 2011.  In addition, the Company is required to make a total of 3 million in option payments to Magnus over four years as follows: (a) 30,000 by May 22, 2007 (which payment has been made); (b) 270,000 upon execution of the Option Agreement (which payment has been made); (c) 600,000 by November 30, 2008, (d) 900,000 by November 30, 2009; and (e) 1,200,000 by November 30, 2010.



Magnus Minerals Oy is a company in which the Company



Mineral property acquisition and exploration expenditures

|                         |                         |           |              |              | Cumulative from             
|------------------------ | ----------------------- | --------- | ------------ | ------------ | ----------------------------
|                         |                         |           | Year         | Year         | Inception(September 5, 1997)
|                         |                         |           | ended        | ended        | Through                     
|                         |                         |           | December 31, | December 31, | December 31,                
|                         |                         |           | 2007         | 2006         | 2007                        
|                         | $                       | $         | $           
|Mineral properties       |                         |           |             
|Apofas properties        | 738,275                 |           | 738,275     
|Enonkoski joint venture  | 404,274                 | -         | 404,274     
|Magnus properties        | 173,128                 | 2,079,398 | 2,252,526   
|                         | 1,315,677               | 2,079,398 | 3,395,075   
|Exploration expenditures |                         |           |             
|                         | Apofas Properties       | 54,558    | -            | 54,558      
|                         | Enonkoski joint venture | 1,177,889 | -            | 1,177,889   
|                         | Magnus properties       | 35,000    | -            | 35,000      
|                         |                         | 1,267,447 |              | 1,267,447   
|                         |                         |           |              |             
|                         |                         | 2,583,124 | 2,079,398    | 4,662,522   



There are certain inherent risks relating to the title to the mineral properties and mining and exploration rights that the Company has an interest in through its above noted option agreements, as registration of some of the mineral claims with the Finish government has not yet been completed.  The Company, therefore, cannot give any assurance that it will have valid title on its mineral property interests.



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NOTE 4



(ii)  Property and Equipment:

|As at December 31, 2007:                 | Cost$  | AccumulatedAmortization$ | Net bookValue$
|---------------------------------------- | ------ | ------------------------ | --------------
|Furniture, computer and office equipment | 38,291 | 6,041                    | 32,250        
|Computer software                        | 5,928  | 2,964                    | 2,964         
|                                         | 44,219 | 9,005                    | 35,214        





|As at December 31, 2006:                 | Cost$ | AccumulatedAmortization$ | Net bookValue$
|---------------------------------------- | ----- | ------------------------ | --------------
|Furniture, computer and office equipment | 7,547 | 864                      | 6,683         





NOTE 5



Common Stock

Effective January 7, 2005 the company completed a 1 share for 6 shares reverse split of its outstanding common stock.  Effective March 9, 2006, the Company completed a one share for one hundred shares reverse stock split. Effective June 13, 2006, the Company completed an eight for one share stock split. The Company's share transactions disclosed in these financial statements have been restated retroactively to reflect the above reverse stock split and stock splits.

On March 3, 2005, the Company repurchased 80,000 of its common shares for total consideration of $1,000.



On April 7, 2006, the Company completed a financing pursuant to its SB-2 registration statement declared effective by the Securities and Exchange Commission on March 23, 2006 and issued 24,000,000 common shares at a price of $0.00625 per share for total proceeds of $150,000.



On September 6, 2006, 169,336 shares were cancelled and returned to the un-issued share capital of the Company by a former director.



On November 27, 2006 the Company issued 1,000,000 shares at a deemed price of $1.28 per share pursuant to the equity acquisition of 100% of the issued common shares of FM OY.



On November 30, 2006 the Company granted 1,950,000 restricted shares at a deemed price of $1.24 per share to officers of the company.  Fifty percent of these shares vest on January 1, 2008 and the balance on January 1, 2009.On December 27, 2007 all 1,950,000 restricted shares were cancelled and returned



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______________________________________________________________________



NOTE 5



Common Stock (cont



to treasury.   Related stock based compensation in the amount of $2,321,780 was charged to operations during the year ended December 31, 2007. (2006: $96,720). The balance in the amount of $NIL (2006: $2,321,280) was deferred and  amortized and charged to operations over the vesting period. The deemed price was equal to the market price of the Company



On December 7, 2006, the Company completed a private placement and issued 5,090,000 units at a price of $0.50 per share for total proceeds of $2,545,000.  Each unit consisted of one common share and one non-transferable warrant, entitling the holder to acquire one additional common share at a price of $ 1.00, exercisable on or before December 8, 2007.  The Company also issued 509,000 units as a finders fee related to the private placement.  The private placement and agent



On April 17, 2007, the Company completed a private placement and issued 2,436,000 units at a price of $1.25 per share for total proceeds of $3,045,000.  Each unit consists of one share of common stock, par value $0.00001, and one-half warrant with each full warrant enabling the purchase of one share of common stock, exercisable for twelve months at the exercise price of $1.75, exercisable on or before April 17, 2008.  The Company also issued a cash finder



On April 17, 2007 the Company granted 750,000 restricted shares at a deemed price of $1.45 per share to officers, directors and consultants of the Company.  Fifty percent of these shares vest on April 17, 2008 and the balance on April 17, 2009. Related stock based compensation in the amount of $382,135 was charged to operations during the year ended December 31, 2007,the balance in the amount of $705,365 is deferred and shall be amortized and charged to operations over the vesting period. The deemed price is equal to the market price of the Company



On April 17, 2007 the Company granted 175,000 restricted shares at a deemed price of $0.18 per share to consultants of the Company.  Fifty percent of these shares vest on April 17, 2008 and the balance on April 17, 2009. Related stock based compensation in the amount of $11,069 was charged to operations during the year ended December 31, 2007, the balance in the amount of $20,431 is deferred and shall be amortized and charged to operations over the vesting period. The deemed price is equal to the market price of the Company



Stock Options



On April 17, 2007 the Company granted 3,350,000 incentive stock options to officers, directors and consultants of the Company to purchase common stock of the Company at a price of $1.25 per common share on or before April 17, 2017 and vesting as to one-quarter of the common shares under the stock option on April 17, 2007 and one-quarter every six months thereafter in accordance with the terms and conditions of the Company



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______________________________________________________________________



NOTE 5



Stock Options (cont



During fiscal 2007, the Company adopted the 2007 Stock Incentive Plan, (the "Plan") which provides for the grant of incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, performance shares and performance units, and stock awards to officers, directors or employees of, as well as advisers and consultants to, the Company.



All stock options and rights are to vest over a period determined by the Board of Directors and expire not more than ten years from the date granted.  Pursuant to the Plan, the maximum aggregate number of shares that may be issued for awards is 10,000,000 and the maximum aggregate number of shares that may be issued for incentive stock options is 10,000,000.



The weighted average fair value of the 3,300,000 options granted to officers and directors in 2007 was estimated at $1.24 per share using the Black-Scholes option-pricing model, using the following assumptions: risk-free interest rate of 4.11%, dividend yield of 0%, volatility of 120.85% and expected life of approximately 5 years. Related stock based compensation in the amount of $3,241,028 was charged to operations during the year ended December 31, 2007.



The weighted average fair value of the 50,000 options granted to a consultant in 2007 was estimated at $0.14 per share using the Black-Scholes option-pricing model, using the following assumptions: risk-free interest rate of 4.11%, dividend yield of 0%, volatility of 146.97% and expected life of approximately 5 years. Related stock based compensation in the amount of $4,504 was charged to operations during the year ended December 31, 2007.



Although the assumptions used to record stock compensation expense reflect management



Warrants



As at December 31, 2006, the Company had 5,599,000 warrants outstanding, exercisable at $1.00 per share on or before December 7, 2007, all of which expired.



On April 17, 2007, the Company completed a private placement and issued 2,436,000 units at a price of $1.25 per share for total proceeds of $3,045,000.  Each unit consists of one share of common stock, par value $0.00001, and one-half warrant with each full warrant enabling the purchase of one share of common stock, exercisable for twelve months at the exercise price of $1.75, exercisable on or before April 17, 2008. 1,218,000 full warrants remained outstanding as at December 31, 2007 (2006: Nil).  The Company also issued a cash finder



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______________________________________________________________________





NOTE 6



Effective November 27, 2006 the Company acquired 100% of the outstanding common shares of FM OY for total cash consideration in the amount of 211,482  ($278,859), the issuance of 1,000,000 of the Company



The acquisition has been accounted for by the purchase method and the operations of FM OY have been included in the consolidated financial statements from the date of acquisition.



The Company changed its operational focus from development of oil and gas properties, to acquisition of, exploration for and development of mineral properties.  The primary reason for the acquisition of FM OY was to obtain ownership of options to identified mineral properties in Finland.  The 1,000,000 shares determined as consideration for the acquisition of FM OY was established at the exchange amount, being the amount of consideration established between non-related parties at the time of the initial negotiation.



The purchase price was allocated to the assets and liabilities of FM OY as follows:



|Cash                      |  | $ 2,861    | 
|------------------------- |  | ---------- | 
|Mineral property interest |  | 1,555,998  | 
|                          |  | $1,558,859 | 



The following represents the combined operations of the Company and FM Oy on a proforma basis:



|                                 |                                       |              |              | Cumulative from             
|-------------------------------- | ------------------------------------- | ------------ | ------------ | ----------------------------
|                                 |                                       |              |              | inception(September 5, 1997)
|                                 |                                       | Year ended   | Year ended   | through                     
|                                 |                                       | December 31, | December 31, | December 31,                
|                                 |                                       | 2006         | 2005         | 2006                        
|                                 |                                       | $            | $            | $                           
|                                 |                                       |              |              |                             
|Net loss for the period          | (2,506,896)                           | (40,652)     | (2,668,055) 
|                                 |                                       |              |              |                             
|Pro forma adjustments            |                                       |              |             
|                                 |                                       |              |              |                             
|                                 | Subsidiary expenses prior to business |              |              |                             
|                                 | Combination                           | (414)        | -            | (414)                       
|                                 |                                       |              |              |                             
|                                 |                                       |              |              |                             
|COMBINED NET LOSS FOR THE PERIOD | (2,507,310)                           | (40,652)     | (2,668,469) 



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______________________________________________________________________







NOTE 7



Related party transactions not disclosed elsewhere in these financial statements are as follows:





During the year ended December 31, 2006 the Company:



- acquired 100% of the outstanding common shares of FM OY from its President (Note 6)
- acquired mineral interests (Note 4 (i)) from a company in which the Company's President has common shareholdings



During the year ended December 31, 2007 the Company:



- paid $NIL (2006: $32,000) for consulting and management fees to former directors and officers of the Company.
- paid $332,477 (2006: $42,683) for consulting and management fees and management salaries to current officers and directors of the Company
- paid $NIL (2006: $47,520) for consulting fees to a company controlled by the Company's President
- credited $NIL (2006: $ 24,000) to other income as forgiveness of debts by a former officer and director
- paid $111,571 for consulting fees included in mineral property acquisition and exploration expenditures, to a company controlled by the Vice-President of Exploration
- paid $84,124 for consulting fees included in mineral exploration expenditures, to a company controlled by the President.
- signed a mineral property option agreement to acquire a 100% interest in five mineral concessions Note 4(i). The agreement was signed with a company which is controlled by the Company's president.
- the Company signed a mineral property option agreement (Note 4 (i)) with a company in which the Company's President has common shareholdings





These transactions were in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the related parties.





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NOTE 8 -INCOME TAXES



The potential benefit of net operating loss carry forwards has not been recognized in the financial statements since the Company cannot be assured that it is more likely than not that such benefit will be utilized in future years.  The components of the net deferred tax asset, the statutory tax rate, the effective rate and the elected amount of the valuation allowance are as follows:



|                                                      |             |           |              |              | Cumulative   
|----------------------------------------------------- | ----------- | --------- | ------------ | ------------ | -------------
|                                                      |             |           |              |              | from         
|                                                      |             |           |              |              | Inception    
|                                                      |             |           | Year         | Year         | (September 5,
|                                                      |             |           | Ended        | Ended        | 1997) to     
|                                                      |             |           | December 31, | December 31, | December 31, 
|                                                      |             |           | 2007         | 2006         | 2007         
|                                                      |             |           |              |              |              
|                                                      |             |           |              |              |              
|                                                      |             |           |              |              |              
|Statutory and effective tax rate                      |             |           |             
|Domestic                                              | 34%         | 34%       |             
|Foreign                                               | 26%         | 26%       |             
|                                                      | $           | $         | $           
|Income taxes recovered at the                         |             |           |             
|statutory and effective tax rate                      |             |           |             
|Domestic                                              | 3,057,530   | 651,052   | 3,732,756   
|Foreign                                               | 135,020     | 153,930   | 288,950     
|                                                      |             |           |             
|Less permanent timing differences:                    |             |           |             
|Stock based compensation                              | (2,026,405) | (32,885)  | (2,066,790) 
|Donated services                                      | -           | -         | (2,430)     
|                                                      |             |           |             
|Benefit of tax losses not 
    recognized in the year | (1,166,145) | (772,097) | (1,952,486) 
|                                                      |             |           |             
|Income tax recovery (expense)recognized in year       | -           | -         | -           



The approximate tax effects of each type of temporary difference that gives rise to deferred tax assets are as follows:



|                                                        | December 31, | December 31,
|------------------------------------------------------- | ------------ | ------------
|                                                        | 2007         | 2006        
|                                                        | $            | $           
|Net operating loss carry forwards(expiring 2017 - 2027) | 1,952,486    | 786,341     
|                                                        |              |             
|Less:  valuation allowance                              | (1,952,483)  | (786,341)   
|                                                        |              |             
|Net deferred tax assets                                 | -            | -           



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NOTE 9



- See Notes 4 and 10
- The Company is committed commencing March 1, 2007, for monthly geological consulting services in the amount of GBP

- The Company is committed for one year, commencing November 1, 2007, for monthly consulting services in the amount of $5,000 to a party who shall provide business development strategies and corporate marketing.
- The Company committed for a one year period commencing January 1, 2008, to a consulting firm for monthly services in the amount of $1,500, for website maintenance.
- The Company is further committed, commencing May 1, 2007, for monthly consulting services in the amount of $ 17,000 to its Vice President of Exploration.





NOTE 10



Prior to the operations of acquisition and exploration of mineral properties, the Company





NOTE 11 - RECLASSIFICATIONS

Certain prior year amounts have been reclassified to conform to the current year presentation.

__________





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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|FINMETAL MINING LTD.
|--------------------
|Per:                
|Per:                

In accordance with the Securities Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|Per: | "Daniel Hunter"Daniel HunterChief Executive Officer, Principal Executive Officer and Chairman of the Board of Directors
Date:  April 15, 2008
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------
|Per: | "Kenneth Phillippe"Kenneth PhillippeSecretary, Treasurer, Chief Financial Officer and Principal Accounting Officer
Date:  April 15, 2008     
|Per: | "Peter Löfberg"Peter LöfbergPresident and a director
Date:  April 15, 2008                                                                   
|Per: | "Robert Van Tassell"Robert Van TassellDirector
Date:  April 15, 2008                                                                         

__________