UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549



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FORM 20-F



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|  |                                                                                                    
|- | ---------------------------------------------------------------------------------------------------
|o | REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR
  (g) OF THE SECURITIES EXCHANGE ACT OF
  1934.

|                                                                      |                                                                                            
|--------------------------------------------------------------------- | -------------------------------------------------------------------------------------------
|x                                                                     | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934     
|For the fiscal year ended March 31, 2008                             
|                                                                     
|o                                                                     | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
  OF THE SECURITIES EXCHANGE ACT OF 1934
|For the Transaction Period from ______________ to ___________________
|                                                                     
|o                                                                     | SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D)
  OF THE SECURITIES ACT OF 1934       
|Date of event requiring this shell company report ________________   

Commission File Number 0-13248

LEVON RESOURCES LTD.(Exact name of Registrant as
specified in its charter)

A CORPORATION FORMED UNDER THE LAWS OF
BRITISH COLUMBIA, CANADA(Jurisdiction of
Incorporation or Organization)

455 Granville Street, Suite 400, Vancouver,
British Columbia V6C 1T1, Canada(Address of
principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of
the Act: None

Securities registered or to be registered pursuant to Section 12(g) of
the Act:

|                           
|---------------------------
|                           
|Common Shares, no par value
|(Title of Class)           
|                           
|                           

Securities for which there is a reporting obligation pursuant to
Section 15(d) of the Act: None

The number of outstanding Common Shares as of March 31, 2008 was
44,239,483.

Indicate by a check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes o  No x

If this report is an annual or transition report, indicate by check
mark if the registrant is not required to file reports pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934
Yes o
No x

Indicate by check mark whether the Company (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated Filer o      Accelerated
Filer  o
     Non-Accelerated Filer x

Indicate by check mark which basis of accounting the registrant has
used to prepare the financial statements included in this filing:U.S. GAAP o
International Financial Reporting Standards as issued by the International
Accounting Standards Board o
Other x
Indicate by check mark which financial statement item the Company has elected
to follow.

Item 17 x   Item 18 o If this as an annual report,
  indicate by check mark whether the registrant is a shell company (as defined
  in Rule 12b-2 of the Exchange Act).


Yes o No x


(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING
THE PAST FIVE YEARS)

Indicate by check mark whether the Company has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. NOT APPLICABLE

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TABLE OF CONTENTS

|                                                                                                                          |  |   
|------------------------------------------------------------------------------------------------------------------------- |  | --
|Introduction                                                                                                              |  | 2 
|Currency                                                                                                                  |  | 3 
|Forward-looking
  Statements                                                                                              |  | 3 
|Cautionary Note to U.S.
  Investors Concerning Estimate of Measured, Indicated Mineral Resources and
  Inferred Resources |  | 3 
|Glossary of Mining Terms                                                                                                  |  | 4 
|Part I                                                                                                                    |  | 6 
|Item 1. Identity of Directors, Senior
  Management and Advisors                                                           |  | 6 
|Item 2. Offer Statistics and Expected
  Timetable                                                                         |  | 6 
|Item 3. Key Information                                                                                                   |  | 6 
|Item 4. Information on the Company                                                                                        |  | 12
|Item 4A. Unresolved Staff Comments                                                                                        |  | 21
|Item 5. Operating and Financial Review and
  Prospects                                                                    |  | 21
|Changes in Accounting Policies                                                                                            |  | 24
|Item 6. Directors, Senior Management and
  Employees                                                                      |  | 27
|Item 7. Major Shareholders and Related
  Party Transactions                                                               |  | 32
|Item 8. Financial Information                                                                                             |  | 34
|Item 9. The Offer and Listing                                                                                             |  | 35
|Item 10. Additional Information                                                                                           |  | 36
|Item 11. Quantitative and Qualitative Disclosures
  about Market Risk                                                     |  | 42
|Item 12. Description of Securities Other
  than Equity Securities                                                         |  | 42
|Part II                                                                                                                   |  | 42
|Item 13. Defaults, Dividend Arrearages and
  Delinquencies                                                                |  | 42
|Item 14. Material Modifications to the
  Rights of Security Holders and Use of Proceeds                                   |  | 42
|Item 15. Controls and Procedures                                                                                          |  | 42
|Item 16. [Reserved]                                                                                                       |  | 43
|Item 16A. Audit Committee Financial Expert                                                                                |  | 43
|Item 16B. Code of Ethics                                                                                                  |  | 43
|Item 16C. Principal Accountant Fees and
  Services                                                                        |  | 43
|Item 16D. Exemptions from the Listing
  Standards for Audit Committees                                                    |  | 44
|Item 16E. Purchases of Equity Securities by
  the Issuer and Affiliated Purchasers                                        |  | 44
|Part III                                                                                                                  |  | 44
|Item 17. Financial Statements                                                                                             |  | 44
|Item 18. Financial Statements                                                                                             |  | 44
|Item 19. Exhibits                                                                                                         |  | 44

Introduction

Levon
Resources Ltd., which we refer to as the Company, was incorporated under the
Company Act of the Province of British Columbia, Canada on April 9, 1965 under
the name Alice Arm Mining Ltd. On January 13, 1975, the corporate name was
changed to New Congress Resources Ltd. The present name of Levon Resources Ltd.
was adopted on January 12, 1983. Our principal executive office is located at
Suite 400, 455 Granville Street, Vancouver, British Columbia V6C 1T1, Canada.

In
this annual report on Form 20-F, which we refer to as the Annual Report,
except as otherwise indicated or as the context otherwise requires, the
Company, we or us refers to Levon Resources Ltd.

2

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You
should rely only on the information contained in this Annual Report. We have
not authorized anyone to provide you with information that is different. The
information in this Annual Report may only be accurate on the date of this
Annual Report or on or as at any other date provided with respect to specific
information.

Currency

Unless
we otherwise indicate in this Annual Report, all references to Canadian
Dollars, CDN$ or $ are to the lawful currency of Canada and all references
to U.S. Dollars or US $ are to the lawful currency of the United
States

Forward-looking Statements

The
following discussion contains forward-looking statements within the meaning of
the United States Private Securities Legislation Reform Act of 1995 concerning
the Companys plans for its mineral properties which may affect the future
operating results and financial position. Such statements are subject to risks
and uncertainties that could cause our actual results and financial position to
differ materially from those anticipated in the forward-looking statements.
These factors include, but are not limited to, the factors set forth in the
sections entitled Risk Factors in Item 3.D., and Operating and Financial
Review and Prospects in Item 5. Statements concerning reserves and
resources may also be deemed to constitute forward-looking statements to the
extent that such statements reflect the conclusion that deposits may be
economically exploitable. Any statements that express or involve discussions
with respect to predictions, expectations, plans, projections, objectives,
assumptions or future events or performance (often, but not always, using words
or phrases such as expects, does not expect, is expected, anticipates,
does not anticipate, plans, estimates, or intends, or stating that
certain actions, events or results may, could, would, or will be taken,
occur or be achieved) are not statements of historical fact and may be
forward-looking statements.

Cautionary
Note to U.S. Investors Concerning Estimate of Measured, Indicated Mineral
Resources and Inferred Resources

This Annual
Report uses the term measured resources. We advise U.S. investors that
although the term measured resources is recognized and required by Canadian
regulations, the U.S. Securities and Exchange Commission, referred to as the
SEC, does not recognize it. U.S. investors are cautioned not to assume that
all or any part of our mineral resources in these categories will ever be
converted into mineral reserves.

This Annual
Report uses the term inferred resources. We advise U.S. investors that
although this term is recognized and required by Canadian regulations, the SEC
does not recognize it. Inferred resources have a great amount of uncertainty
as to their existence, and great uncertainty as to their economic and legal
feasibility. It cannot be assumed that all or any part of an Inferred Mineral
Resource will ever be upgraded to a higher category. Under Canadian rules,
estimates of Inferred Mineral Resources may not form the basis of feasibility
or pre-feasibility studies, except in rare cases. U.S. investors are cautioned
not to assume that part or all of an inferred resource exists, or is
economically or legally minable.

3

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Glossary of Mining Terms

|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|au                       | The elemental symbol for gold.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|anomalous                | A value, or values, in which the amplitude is statistically between
  that of a low contrast anomaly and a high contrast anomaly in a given data
  set.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|anomaly                  | Any concentration of metal noticeably above or below the average
  background concentration.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|assay                    | An analysis to determine the presence, absence or quantity of one or
  more components.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|cretaceous               | The geologic period extending from 135 million to 65 million years
  ago.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|cubic meters or m3       | A metric measurement of volume, being a cube one meter in length on
  each side.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|fault                    | A fracture in a rock where there has been displacement of the two
  sides.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|grade                    | The concentration of each ore metal in a rock sample, usually given
  as weight percent. Where extremely low concentrations are involved, the
  concentration may be given in grams per tonne (g/t or gpt) or ounces per ton
  (oz/t). The grade of an ore deposit is calculated, often using sophisticated
  statistical procedures, as an average of the grades of a very large number of
  samples collected from throughout the deposit.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|hectare or ha            | An area totaling 10,000 square meters.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|highly anomalous         | An anomaly which is 50 to 100 times average background, i.e. it is
  statistically much greater in amplitude.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|laterite                 | A residual product of rock decay that is red in color and has a high
  content in the oxides of iron and hydroxide of aluminum.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|mineral reserve          | The economically mineable part of a measured or indicated mineral
  resource demonstrated by at least a preliminary feasibility study. This study
  must include adequate information on mining, processing, metallurgical,
  economic and other relevant factors that demonstrate, at the time of the
  reporting, that economic extraction can be justified. A mineral reserve
  includes diluting materials and allowances for losses that may occur when the
  material is mined. Mineral resources are sub-divided in order of increasing
  confidence into probable and proven mineral reserves. A probable mineral
  reserve has a lower level of confidence than a proven mineral reserve. The
  term mineral reserve does not necessarily signify that extraction
  facilities are in place or operative or that all governmental approvals have
  been received. It does signify that there are reasonable expectations of such
  approvals.                             
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|mineral resource         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|                         | The estimated quantity and grade of mineralization that is of
  potential economic merit. A resource estimate does not require specific
  mining, metallurgical, environmental, price and cost data, but the nature and
  continuity or mineralization must be understood. Mineral resources are
  sub-divided in order of increasing geological confidence into inferred,
  indicated, and measured categories. An inferred mineral resource has a
  lower level of confidence than that applied to an indicated mineral resource.
  An indicated mineral resource has a higher level of confidence than an
  inferred mineral resource, but has a lower level of confidence than a
  measured mineral resource. A mineral resource is a concentration or
  occurrence of natural, solid, inorganic or fossilized organic material in or
  on the earths crust in such form and quantity and of such grade or quality
  that it has reasonable prospects for economic extraction.
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|mineralization           | Usually implies minerals of value occurring in rocks.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|net smelter or NSR       | Payment of a percentage of net mining profits after deducting
  applicable smelter charges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|ore                      | A natural aggregate of one or more minerals which may be mined and
  sold at a profit, or from which some part may be profitably separated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|outcrop                  | An exposure of rock at the earths surface.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|Possible or inferred ore | Term used to describe ore where the mineralization is believed to
  exist on the basis of some geological information, but the size, shape,
  grade, and tonnage are a matter of speculation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4

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|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|------------------------------------------------------ | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|prefeasibility study and preliminary feasibility study | Each means a comprehensive study of the viability of a mineral
  project that has advanced to a stage where mining method, in the case of
  underground mining, or the pit configuration, in the case of open pit mining,
  has been established, and which, if an effective method of mineral processing
  has been determined, includes a financial analysis based on reasonable
  assumptions of technical, engineering, operating and economic factors, and
  the evaluation of other relevant factors which are sufficient for a qualified
  person, acting reasonably, to determine if all or part of the mineral
  resource may be classified as a mineral reserve.
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|probable mineral reserve                               | The economically mineable part of an indicated, and in some
  circumstances, a measured mineral resource demonstrated by at least a
  prefeasibility study. This study must include adequate information on mining,
  processing, metallurgical, economic, and other relevant factors that
  demonstrate, at the time of reporting, that economic extraction can be
  justified.                                                                                                                                                                                                                                                                                          
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|proven mineral reserve                                 | The economically mineable part of a measured mineral resource
  demonstrated by at least a prefeasibility study. This study must include
  adequate information on mining, processing, metallurgical, economic, and
  other relevant factors that demonstrate, at the time of reporting, that
  economic extraction is justified. The term should be restricted to that part
  of the deposit where production planning is taking place and for which any
  variation in the estimate would not significantly affect potential economic
  viability.                                                                                                                      
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|quartz                                                 | Silica or SiO2, a common constituent of veins, especially
  those containing gold and silver mineralization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|ton                                                    | Imperial measurement of weight equivalent to 2,000 pounds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|tonne                                                  | Metric measurement of weight equivalent to 1,000 kilograms (or
  2,204.6 pounds).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|veins                                                  | The mineral deposits that are found filling openings in rocks created
  by faults or replacing rocks on either side of faults.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

5

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Part I

Item 1. Identity of Directors, Senior Management and Advisors

Not
applicable

Item 2. Offer Statistics and Expected Timetable

Not
applicable

Item 3. Key Information

|   |                        
|-- | -----------------------
|A. | Selected Financial Data

The
selected historical financial information presented in the table below for each
of the years ended March 31, 2008, 2007, 2006, 2005 and 2004, is derived from
the audited financial statements of the Company. The audited financial
statements and notes for each year in the three years ended March 31, 2008,
2007 and 2006 are included in this Annual Report. The selected historical
financial information for each year ended March 31, 2005 and 2004, presented in
the table below are derived from financial statements of the Company that are
not included in this Annual Report. The selected financial information
presented below should be read in conjunction with the Companys financial
statements and the notes thereto (Item 17) and the Operating and Financial
Review and Prospects (Item 5) included elsewhere in this Annual Report.

The
selected financial data has been prepared in accordance with Canadian generally
accepted accounting principles, which we refer to as Canadian GAAP. The
financial statements included in Item 17 in this filing are also prepared under
Canadian GAAP. Included within these financial statements in Note 14 is a
reconciliation between Canadian GAAP and United States generally accepted accounting
principles, which is referred to as U.S. GAAP, which differ, among other
things, in respect to the recording of deferred exploration expenditures,
changes in gains or losses of marketable securities, and recognition of
compensation expense upon the issuance of stock options.

In
this Annual Report all dollars are expressed in Canadian dollars unless
otherwise stated.

|                                    |  |                      |          |      |   |          |   |      |          |      |   |          |   |   |          |  
|----------------------------------- |  | -------------------- | -------- | ---- | - | -------- | - | ---- | -------- | ---- | - | -------- | - | - | -------- | -
|Canadian GAAP                       |  | Year Ended March 31, |         
|                                    |  |                      |         
|                                    |  | 2008                 |          | 2007 |   | 2006     |   | 2005 |          | 2004 |  
|                                    |  |                      |          |      |   |          |   |      |          |      |  
|Summary of Operations:              |  |                      |          |      |   |          |   |      |          |      |   |          |   |   |          |  
|Interest and miscellaneous Income   |  | $                    | 11,579   |      | $ | 14,071   |   | $    | 11,466   |      | $ | 421      |   | $ | 12,127   |  
|Income tax recovery                 |  |                      |         |      |   | 183,907  |   |      |         |      |   | 101,475  |   |   |         |  
|Expenses General and administrative |  |                      | (592,925 | )    |   | (428,530 | ) |      | (483,466 | )    |   | (163,779 | ) |   | (185,348 | )
|Write-down of mining properties     |  |                      |          |      |   |         |   |      | (3,656   | )    |   |         |   |   | (6,508   | )
|Write-down property and equipment   |  |                      |          |      |   |         |   |      |         |      |   | (6,700   | ) |   |         |  
|Write-down investments              |  |                      |         |      |   | (9,979   | ) |      |         |      |   |         |   |   |         |  
|Recovery of mineral property costs  |  |                      |         |      |   | 3,712    |   |      | 45,664   |      |   | 6,428    |   |   |         |  
|Net Income (loss) for year          |  |                      | (574,757 | )    |   | (236,819 | ) |      | (429,992 | )    |   | (62,155  | ) |   | (179,729 | )
|Income (loss) per share             |  |                      | (0.01    | )    |   | (0.01    | ) |      | (0.02    | )    |   | (0.00    | ) |   | (0.01    | )
|                                    |  |                      |          |      |   |          |   |      |          |      |   |          |   |   |          |  

6

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|                        |  |                 |            |      |   |            |  |      |            |      |   |            |  |   |            | 
|----------------------- |  | --------------- | ---------- | ---- | - | ---------- |  | ---- | ---------- | ---- | - | ---------- |  | - | ---------- | 
|                        |  | As at March 31, |           
|                        |  |                 |           
|                        |  | 2008            |            | 2007 |   | 2006       |  | 2005 |            | 2004 |  
|                        |  |                 |            |      |   |            |  |      |            |      |  
|Balance Sheet Data:     |  |                 |            |      |   |            |  |      |            |      |   |            |  |   |            | 
|Total assets            |  | $               | 1,702,235  |      | $ | 1,747,631  |  | $    | 1,526,119  |      | $ | 788,878    |  | $ | 393,092    | 
|Cash and term deposits  |  |                 | 221,330    |      |   | 628,599    |  |      | 734,523    |      |   | 23,388     |  |   | 156,543    | 
|Restricted cash         |  |                 |           |      |   |           |  |      |           |      |   | 228,347    |  |   | 107,521    | 
|Total liabilities       |  |                 | 199,424    |      |   | 163,429    |  |      | 315,488    |      |   | 297,509    |  |   | 232,973    | 
|Shareholders equity    |  |                 | 1,502,811  |      |   | 1,584,202  |  |      | 1,210,631  |      |   | 491,369    |  |   | 160,119    | 
|                        |  |                 |            |      |   |            |  |      |            |      |   |            |  |   |            | 
|Number of Shares Issued |  |                 | 44,239,483 |      |   | 40,784,483 |  |      | 27,286,911 |      |   | 25,760,058 |  |   | 20,551,058 | 
|                        |  |                 |            |      |   |            |  |      |            |      |   |            |  |   |            | 

|                                      |  |                 |          |      |   |          |   |      |          |      |   |          |   |   |          |  
|------------------------------------- |  | --------------- | -------- | ---- | - | -------- | - | ---- | -------- | ---- | - | -------- | - | - | -------- | -
|U.S. GAAP                             |  | As at March 31, |         
|                                      |  |                 |         
|                                      |  | 2008            |          | 2007 |   | 2006     |   | 2005 |          | 2004 |  
|                                      |  |                 |          |      |   |          |   |      |          |      |  
|Summary of Operations:                |  |                 |          |      |   |          |   |      |          |      |   |          |   |   |          |  
|Net Income (loss) per Canadian GAAP   |  | $               | (574,757 | )    | $ | (236,819 | ) | $    | (429,992 | )    | $ | (62,155  | ) | $ | (179,729 | )
|Adjustments                           |  |                 | (353,534 | )    |   | (647,043 | ) |      | (202,308 | )    |   | (259,869 | ) |   | (35,507  | )
|Net Income (loss) per U.S. GAAP       |  |                 | (928,291 | )    |   | (883,862 | ) |      | (632,300 | )    |   | (322,024 | ) |   | (215,236 | )
|Income (loss) per share per U.S. GAAP |  |                 | (0.02    | )    |   | (0.02    | ) |      | (0.02    | )    |   | (0.01    | ) |   | (0.01    | )
|                                      |  |                 |          |      |   |          |   |      |          |      |   |          |   |   |          |  

|                                          |  |                 |            |      |   |            |   |      |            |      |   |            |   |   |            |  
|----------------------------------------- |  | --------------- | ---------- | ---- | - | ---------- | - | ---- | ---------- | ---- | - | ---------- | - | - | ---------- | -
|                                          |  | As at March 31, |           
|                                          |  |                 |           
|                                          |  | 2008            |            | 2007 |   | 2006       |   | 2005 |            | 2004 |  
|                                          |  |                 |            |      |   |            |   |      |            |      |  
|Balance Sheet
  Data:                     |  |                 |            |      |   |            |   |      |            |      |   |            |   |   |            |  
|Total assets under Canadian GAAP          |  | $               | 1,702,235  |      | $ | 1,747,631  |   | $    | 1,526,119  |      | $ | 788,878    |   | $ | 393,092    |  
|Adjustments                               |  |                 | (1,365,721 | )    |   | (1,004,334 | ) |      | (522,845   | )    |   | (293,493   | ) |   | (35,381    | )
|Total assets under U.S. GAAP              |  |                 | 336,514    |      |   | 743,297    |   |      | 1,003,274  |      |   | 495,385    |   |   | 357,711    |  
|                                          |  |                 |            |      |   |            |   |      |            |      |   |            |   |   |            |  
|Total capital stock under
  Canadian GAAP |  |                 | 22,620,793 |      |   | 22,160,953 |   |      | 20,883,010 |      |   | 20,730,324 |   |   | 20,326,919 |  
|Adjustments                               |  |                 | (1,161,694 | )    |   | (1,193,628 | ) |      | (1,505,235 | )    |   | (1,696,550 | ) |   | (1,696,550 | )
|Total capital stock under U.S.
  GAAP     |  |                 | 21,459,099 |      |   | 20,967,325 |   |      | 19,377,775 |      |   | 19,033,774 |   |   | 18,630,369 |  
|                                          |  |                 |            |      |   |            |   |      |            |      |   |            |   |   |            |  

Exchange Rates

The
following table sets forth information as to the period end, average, the high
and the low exchange rate for Canadian Dollars and U.S. Dollars for the periods
indicated based on the noon buying rate in New York City for cable transfers in
Canadian Dollars as certified for customs purposes by the Federal Reserve Bank
of New York (Canadian dollar = US$1).

|                       |  |         |  |            |        |      |  |        |  |  |        |  | 
|---------------------- |  | ------- |  | ---------- | ------ | ---- |  | ------ |  |  | ------ |  | 
|Year Ended
  March 31, |  | Average |  | Period End |        | High |  | Low    | 
|                       |  |         |  |            |        |      |  |        | 
|2004                   |  | 1.3531  |  |            | 1.3105 |      |  | 1.4846 |  |  | 1.2692 |  | 
|2005                   |  | 1.2788  |  |            | 1.2096 |      |  | 1.3968 |  |  | 1.1774 |  | 
|2006                   |  | 1.1935  |  |            | 1.1671 |      |  | 1.2704 |  |  | 1.1322 |  | 
|2007                   |  | 1.1386  |  |            | 1.1529 |      |  | 1.1853 |  |  | 1.0990 |  | 
|2008                   |  | 1.0327  |  |            | 1.0279 |      |  | 1.1584 |  |  | 0.9170 |  | 

7

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The
following table sets forth the high and low exchange rate for the past six
months. As of September 26, 2008, the exchange rate was CN$1.0349 for each US$1.

|              |  |      |        |     |  |        | 
|------------- |  | ---- | ------ | --- |  | ------ | 
|Month         |  | High |        | Low | 
|              |  |      |        |     | 
|March
  2008  |  |      | 1.0279 |     |  | 0.9798 | 
|April
  2008  |  |      | 1.0270 |     |  | 1.0025 | 
|May
  2008    |  |      | 1.0189 |     |  | 0.9844 | 
|June
  2008   |  |      | 1.0282 |     |  | 0.9942 | 
|July
  2008   |  |      | 1.0261 |     |  | 1.0016 | 
|August
  2008 |  |      | 1.0678 |     |  | 1.0253 | 

|   |                                          
|-- | -----------------------------------------
|B. | Capitalization and Indebtedness          
|   |                                          
|   | Not
  Applicable.                        
|   |                                          
|C. | Reasons for the Offer and Use of Proceeds
|   |                                          
|   | Not
  Applicable.                        
|   |                                          
|D. | Risk Factors                             

In
addition to the other information presented in this Annual Report, the
following should be considered carefully in evaluating the Company and its
business. This Annual Report contains forward-looking statements that involve
risk and uncertainties. The Companys actual results may differ materially from
the results discussed in the forward-looking statements. Factors that might
cause such a difference include, but are not limited to, those discussed below
and elsewhere in this Annual Report.

We will be required to
raise additional capital to mine our properties.The Company is
currently in the exploration stage of its properties. If the Company determines
based on its most recent information that it is feasible to begin operations on
its properties, the Company will be required to raise additional capital in
order to develop and bring the properties into production.

The commercial quantities
of ore cannot be accurately predicted.Whether an ore
body will be commercially viable depends on a number of factors including the
particular attributes of the deposit, such as size, grade and proximity to
infrastructure, as well as mineral prices and government regulations, including
regulations relating to prices, taxes, royalties, land tenure, land use, importing
and exporting of minerals and environmental protection. The exact effect of
these factors cannot be accurately predicted, but the combination of these
factors may result in a mineral deposit being unprofitable.

The mining industry is
highly speculative and involves substantial risks. The mining
industry, from exploration, development and production is a speculative
business, characterized by a number of significant risks including, among other
things, unprofitable efforts resulting not only from the failure to discover
mineral deposits but from finding mineral deposits, which, though present, are
insufficient in quantity and quality to return a profit from production. The
marketability of minerals acquired or discovered by the Company may be affected
by numerous factors which are beyond the control of the Company and which
cannot be accurately predicted, such as market fluctuations, the proximity and
capacity of milling facilities, mineral markets and processing equipment, and
government regulations, including regulations relating to royalties, allowable
production, importing and exporting of minerals, and environmental protection,
the combination of which factors may result in the Company not receiving an
adequate return on investment capital.

The Companys properties
are all at the exploration stage and have no proven reserves. All of the
Companys properties are in the exploration stage only and are without a known
body of ore. If the Company does not discover a body of ore in its properties,
the Company will search for other properties where they can continue similar
work.

8

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The Companys mineral
exploration efforts may be unsuccessful. Despite
exploration work on its mineral claims, no known bodies of commercial ore or
economic deposits have been established on any of the Companys properties. In
addition, the Company is at the exploration stage on all of its properties and
substantial additional work will be required in order to determine if any
economic deposits occur on the Companys properties. Even in the event
commercial quantities of minerals are discovered, the exploration properties
might not be brought into a state of commercial production. Finding mineral
deposits is dependent on a number of factors, including the technical skill of
exploration personnel involved. The commercial viability of a mineral deposit
once discovered is also dependent on a number of factors, some of which are
particular attributes of the deposit, such as size, grade and proximity to
infrastructure, as well as metal prices. Most of these factors are beyond the
control of the entity conducting such mineral exploration. The Company is an
exploration stage company with no history of pre-tax profit and no income from
its operations.

Competition for mineral
land. There is a limited supply of desirable mineral lands available for
acquisition, claim staking or leasing in the areas where the Company
contemplates expanding its operations and conducting exploration activities.
Many participants are engaged in the mining business, including large,
established mining companies. Accordingly, there can be no assurance that the
Company will be able to compete successfully for new mining properties.

Uncertainty of exploration
and development programs. The Companys profitability is significantly
affected by the costs and results of its exploration and development programs.
As mines have limited lives based on proven and probable mineral reserves, the
Company actively seeks to expand its mineral reserves, primarily through
exploration, development and strategic acquisitions. Exploration for minerals
is highly speculative in nature, involves many risks and is frequently
unsuccessful. Among the many uncertainties inherent in any gold and silver
exploration and development program are the location of economic ore bodies,
the development of appropriate metallurgical processes, the receipt of
necessary governmental permits and the construction of mining and processing
facilities. Assuming the discovery of an economic deposit, depending on the
type of mining operation involved, several years may elapse from the initial
phases of drilling until commercial operations are commenced and, during such
time, the economic feasibility of production may change. Accordingly, the
Companys exploration and development programs may not result in any new
economically viable mining operations or yield new mineral reserves to expand
current mineral reserves.

Licenses and permits. The operations
of the Company require licenses and permits from various governmental
authorities. The Company believes that it holds all necessary licenses and
permits under applicable laws and regulations and believes that it is presently
complying in all material respects with the terms of such licenses and permits.
However, such licenses and permits are subject to change in various
circumstances. There can be no guarantee that the Company will be able to
obtain or maintain all necessary licenses and permits as are required to
explore and develop its properties, commence construction or operation of
mining facilities and properties under exploration or development or to
maintain continued operations that economically justify the cost.

Litigation.Although the
Company is not currently subject to litigation, it may become involved in disputes
with other parties in the future, which may result in litigation. Any
litigation could be costly and time consuming and could divert our management
from our business operations. In addition, if the Company is unable to resolve
any litigation favorably, it may have a material adverse impact on the
Companys financial performance, cash flow and results of operations.

Acquisitions. The Company
undertakes evaluations of opportunities to acquire additional mining
properties. Any resultant acquisitions may be significant in size, may change
the scale of the Companys business, and may expose the Company to new
geographic, political, operating, financial and geological risks. The Companys
success in its acquisition activities depends on its ability to identify
suitable acquisition candidates, acquire them on acceptable terms, and
integrate their operations successfully. Any acquisitions would be accompanied
by risks, such as a significant decline in the price of gold or silver, the ore
body proving to be below expectations, the difficulty of assimilating the
operations and personnel of any acquired companies, the potential disruption of
the Companys ongoing business, the inability of management to maximize the
financial and strategic position of the Company through the successful
integration of acquired assets and businesses, the maintenance of uniform
standards, controls, procedures and policies, the impairment of relationships
with customers and contractors as a result of any integration of new management
personnel and the potential unknown liabilities associated with acquired mining
properties. In addition, the Company may need additional capital to finance an
acquisition. Historically, the Company has raised funds through equity
financing and the exercise of options and warrants. However, the market prices
for natural resources are highly speculative and volatile. Accordingly,
instability in prices may affect interest in resource properties and the
development of and production from such properties that may adversely affect
the Companys ability to raise capital to acquire and explore resource
properties. There can be no assurance that the Company would be successful in
overcoming these risks or any other problems encountered in connection with
such acquisitions.

9

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Conflict of interest.Certain directors
and officers of the Company are officers and/or directors of, or are associated
with, other natural resource companies that acquire interests in mineral
properties. Such associations may give rise to conflicts of interest from time
to time. The directors are required by law, however, to act honestly and in
good faith with a view to the best interests of the Company and its
shareholders and to disclose any personal interest which they may have in any
material transaction which is proposed to be entered into with the Company and
to abstain from voting as a director for the approval of any such transaction.

Uncertainty of continuing
as a going concern.The continuation of the Company depends upon its
ability to attain profitable operations and generate cash flow from operations
and/or to raise equity capital through the sale of its securities. As a result,
there is uncertainty about the Companys ability to continue as a going
concern. The Companys financial statements do not include the adjustments that
would be necessary if the Company were unable to continue as a going concern.

Limited and volatile
trading volume.Although the Companys common shares are listed on
the TSX Venture Exchange, referred to as the TSX-V, the United States Over
the Counter Bulletin Board, referred to as the OTCBB, and the Frankfurt Stock
Exchange, referred to as the FSE, the volume of trading has been limited and
volatile in the past and is likely to continue to be so in the future, reducing
the liquidity of an investment in the Companys common shares and making it
difficult for investors to readily sell their shares in the open market.
Without a liquid market for the Companys common shares, investors may be
unable to sell their shares at favorable times and prices and may be required
to hold their shares in declining markets or to sell them at unfavorable
prices.

Volatility of share price.In recent years, securities markets in Canada have experienced a high
level of price volatility. The market price of many resource companies,
particularly those, like the Company, that are considered speculative
exploration companies, have experienced wide fluctuations in price, resulting
in substantial losses to investors who have sold their shares at a low price
point. These fluctuations are based only in part on the level of progress of
exploration, and can reflect general economic and market trends, world events
or investor sentiment, and may sometimes bear no apparent relation to any
objective factors or criteria. During the 2008 fiscal year, the Companys
common share price fluctuated on the TSX Venture Exchange between a low of
$0.11 and a high of $0.33. Subsequent to the 2008 fiscal year, the Companys
common share price has fluctuated between a low of $0.08and a high of
$0.15. Significant fluctuations in the Companys common share price is likely
to continue, and could potentially increase in the future.

Difficulty for U.S.
investors to effect services of process against the Company.The Company is
incorporated under the laws of the Province of British Columbia, Canada.
Consequently, it will be difficult for United States investors to affect
service of process in the United States upon the directors or officers of the
Company, or to realize in the United States upon judgments of United States
courts predicated upon civil liabilities under the United States Securities
Exchange Act of 1934, as amended. The majority of the Companys directors and
officers are residents of Canada. A judgment of a U.S. court predicated solely
upon such civil liabilities would probably be enforceable in Canada by a
Canadian court if the U.S. court in which the judgment was obtained had
jurisdiction, as determined by the Canadian court, in the matter. There is substantial
doubt whether an original action could be brought successfully in Canada
against any of such persons or the Company predicated solely upon such civil
liabilities.

We have incurred net
losses since our inception and expect losses to continue.We have not been
profitable since our inception. For the fiscal year ended March 31, 2008, we had a
net loss of $574,757 and an accumulated deficit on March 31, 2008 of
$21,470,523. As the Company is currently at the exploration stage and has no
reserves of precious metals, management expects the Company to continue to
suffer net losses for the foreseeable future.

10

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There are no assurances
that we will discover minerals on a commercially viable basis.The Companys
ability to generate revenues and profits is expected to occur through
exploration, development and production of its existing properties as well as
through acquisitions of interests in new properties. Substantial expenditures
will be incurred in an attempt to establish the economic feasibility of mining
operations by identifying mineral deposits and establishing ore reserves
through drilling and other techniques, developing metallurgical processes to
extract metals from ore, designing facilities and planning mining operations.
The economic feasibility of a project depends on numerous factors, including
the cost of mining and production facilities required to extract the desired
minerals, the total mineral deposits that can be mined using a given facility,
the proximity of the mineral deposits to a user of the minerals, and the market
price of the minerals at the time of sale. There is no assurance that existing
or future exploration programs or acquisitions will result in the
identification of deposits that can be mined profitably.

The Companys exploration
activities are subject to various federal, provincial, state and local laws and
regulations.Laws and regulations govern the exploration,
development, mining, production, importing and exporting of minerals; taxes; labor
standards; occupational health; waste disposal; protection of the environment;
mine safety;toxic substances; and other matters. In many cases, licenses and
permits are required to conduct mining operations.Amendments to current laws
and regulations governing operations and activities of mining companies or more stringent
implementation thereof could have a substantial adverse impact on the Company.
Applicable laws and regulations will require the Company to
make certain capital and operating expenditures to initiate new operations.Under
certain circumstances, the Company may be required to stop its exploration
activities once it is started until a particular problem is remedied or to
undertake other remedial actions.

Market price is highly
speculative.The market price of metals is highly speculative
and volatile. Instability in metal prices may affect the interest in mining
properties and the exploration, development and production of such properties.
If gold prices substantially decline, this may adversely affect the Companys
ability to raise capital to explore for existing and new mineral properties.

The Company operates in a
highly competitive industry. The Company competes with other
developmental resource companies, which have similar operations, and many
competitors have operations, financial resources, and industry experience
greater than those of the Company. The Company may encounter increasing
competition from other mining companies in our efforts to acquire mineral
properties and hire experienced resource industry professionals. Increased
competition in our business could adversely affect our ability to attract
necessary capital funding or acquire suitable producing properties or prospects
for mineral exploration in the future.

Penny stock rules may make
it more difficult to trade the Companys common shares.The Securities and
Exchange Commission has adopted regulations which generally define a penny
stock to be any equity security that has a market price of less than US$5.00
per share or an exercise price of less than US$5.00 per share, subject to
certain exceptions. Our securities may be covered by the penny stock rules,
which impose additional sales practice requirements on broker-dealers who sell
to persons other than established customers and accredited investors such as
institutions with assets in excess of US$5,000,000 or an individual with net
worth in excess of US$1,000,000 or annual income exceeding US$200,000 or
US$300,000 jointly with his or her spouse. For transactions covered by this
rule, the broker-dealers must make a special suitability determination for the
purchase and receive the purchasers written agreement of the transaction prior
to the sale. Consequently, the rule may affect the ability of broker-dealers to
sell our securities and also affect the ability of our investors to sell their
shares in the secondary market.

The Company is subject to
foreign currency fluctuations. The Company operates in more than one
country and the Companys functional currency is the Canadian Dollar. The
Companys offices are located in Canada, and certain of its mining exploration
properties are located in United States, and the Companys financial results
are reported in Canadian Dollars. The Companys currency fluctuation exposure
is primarily to the US Dollar and the Canadian Dollar. The Company has reported
a foreign exchange gain of $6,589 in fiscal 2008. The Company does not use derivative
financial instruments for speculative trading purposes, nor does the Company
hedge its foreign currency exposure to manage the Companys foreign currency
fluctuation risk. Fluctuations in and among the various currencies in which the
Company operates could have a material effect on the Companys operations and
its financial results.

11

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Item 4. Information on the Company

Cautionary Note to U.S. Investors

We
describe our properties utilizing mining terminology such as measured
resources, indicated resources and inferred resources that are recognized
and required by Canadian regulations but are not recognized by the SEC. U.S.
investors are cautioned not to assume that any part of the mineral deposits in
these categories will ever be converted into reserves.

|   |                                       
|-- | --------------------------------------
|A. | History and Development of the Company

Levon
was incorporated by Memorandum of Association under the laws of the Province of
British Columbia, Canada on April 9, 1965 under the name Alice Arm Mining Ltd.
On January 13, 1975 we changed the name from Alice Arm Mining Ltd. to New
Congress Resources, and on January 12, 1983 adopted the name Levon Resources Ltd.
Our principal executive office is located at Suite 400, 455 Granville Street,
Vancouver, British Columbia, Canada, V6C 1T1 and our phone number is (604)
682-3701.

We
are a natural resource company, primarily engaged in the acquisition, exploration
and development of natural resource properties. Our principal business
activities have been the exploration of mineral properties located in British
Columbia, Canada where we have certain interest in three mineral properties
including the Congress, Goldbridge (also known as the BRX claims) and Wayside
claims. We also hold certain interest in three mineral properties located in
Nevada, U.S., the Eagle Claims, the Norma Sass and the Ruf Claims.

Since
March 31, 2004 we made aggregate principle capital expenditures of $1,365,721
on our resource properties of which $1,111,349 was spent on the Congress,
$245,280 on the Goldbridge (BRX) and $9,088 on the Wayside claims.

With
funds made available through private placement financings in fiscal 2005 and
fiscal 2007, an exploration program on the Congress Property has been on-going.

During
fiscal year 2008, the Company did not carried out exploration work on the Eagle
or Norma Sass/Ruf Claims because of the minority interest we hold in the
claims.

The
Companys common shares are listed on the TSX Venture Exchange under the symbol
LVN. This fiscal year the Companys common shares commenced trading on the
Frankfurt Stock Exchange under the symbol L09. The listing on the Frankfurt
Stock Exchange provides the Company with increased exposure to worldwide
capital markets and enables Europeans to trade the Companys common shares in
Euros.

|   |                  
|-- | -----------------
|B. | Business Overview

Operations and Principal
Activities

Levon
is a Canadian-based exploration stage company focusing on gold exploration.
Our most recent activities have been conducted on the Congress Property located
in the Lillooet Mining Division of British Columbia, Canada, where we hold
interest in two other mineral properties, more particularly the Goldbridge
(also known as the BRX) claims and the Wayside claims. We also hold certain
interests in three mineral properties located in the Bullion Mining District,
Lander County, Nevada, USA, known as the Ruf and Norma Sass claims and the
Eagle claims.

We
are an exploration stage company, as all of our properties are currently in
the exploratory stage of development. We have not yet determined whether its
mineral properties contain ore reserves that are economically recoverable.
There is no assurance that a commercially viable mineral deposit exists on any
of our properties. In order to determine if a commercially viable mineral
deposit exists further geological work will need to be done and a final
evaluation based upon the results obtained to conclude economic and legal
feasibility.

12

---



Congress
Claims, British Columbia, Canada

Located
on the north side of Carpenter Lake British Columbias historic gold producing
Bridge River region, the Congress Property is a long standing mining property
that supported past high grade gold vein production from three, portal entry
underground workings. The property covers 2,433 hectares (6,012 acres) and consists of 45 claims including 8
crown grants, 13 mineral leases and 24 mineral claims.

Since
May 2007, Levon has undertaken three phases of surface exploration to locate
new gold bearing structures on its Congress property situated in the Bridge
River Gold Camp. The three phases include prospecting, MMI soil grids,
trenching by hand and with an excavator. Prospecting has been successful with
the relocation of three previously known showings that have received little
exploration work in the past and has also led to several other new discoveries.
Most of the relocated zones and new discoveries are found along the south side
of the Gun Creek Canyon, on the north central portion of the Congress Property,
and are contained in an area 100m wide by 600m long. The zones found in this
area have a general east west trend as opposed to the Congress, Lou and the
Howard Zones, that have a north-south trend. Detailed geological mapping will
be conducted to determine where diamond drill holes should be placed to test
the gold bearing structures found in this area of Gun Creek.

In
November 2007, the Company announced the approval of a 16-hole (5,000 metres)
diamond drill program by the BC Ministry of Mines. The drill program has been
designed to offset high grade surface gold showings discovered in September
2007, test the size potential of newly recognized porphyry gold controls on
high grade stockwork vein zones, discovered in Gun Creek Canyon in a northern
part of the property and test the northern strike projection of the high grade
Lou Gold Zone toward Gun Creek.

In
January 2008, the Company announced that three holes have been drilled, logged,
split and sampled. The balance of the drilling program was suspended. Assay
results of the three drilled holes did not confirm porphyry gold controls.

Goldbridge
Property (BRX claims) British Columbia, Canada

The
Company held a 100% interest in the Goldbridge Property, also known as the BRX
claims, until fiscal 2002 when Mill Bay Ventures Inc., (a company related by
common directors) earned a 50% interest in the property by incurring $100,000
in exploration expenditures on the property and issuing to Levon 100,000 common
shares. During fiscal 2006, the option was satisfied and Levons interest in
the property was reduced to 50%.

During
2007 and 2008, Mill Bay incurred $67,198 and $25,016, respectively of deferred
expenditures on the BRX claims, which were not proportionately funded by Levon.
Mill Bay waived the requirement of proportionate funding by Levon on these
specific expenditures; notwithstanding this waiver, the terms of the Joint
Venture Agreement were ratified by Mill Bay and Levon to remain in effect.

Subsequent
to the end of the year, the Company reopened a portal on the Goldbridge BRX
Property to gather tungsten samples.

We
have no plans to carry out an exploration program on the Goldbridge Property in
the 2008 fiscal year.

Norma
Sass and Ruf Property, Nevada, USA

We
acquired an undivided one-third interest in a total of 54 mineral claims known
as the Norma Sass and Ruf Property (Norma Sass  37 claims and Ruf  17 claims)
located in Lander County, Nevada in the 2003 fiscal year from Coral Gold Resources Ltd. (Coral), a public
company related by common directors, in consideration of
cash payments totalling $350,292 and 300,000 common shares of the Company. The
property is subject to a 3% net smelter royalty with Coral to a maximum of
$1,250,000.

13

---



During
fiscal year 2005, Coral and Levon (collectively, the Companies) entered into
an Agreement with Agnico-Eagle Mines Ltd. (Agnico) wherein the Companies
granted AGE an option to purchase 100% interest in the property subject to a
2.5% royalty to the Companies in consideration of minimum advance royalty
payments (in US dollars) and minimum work commitments. During fiscal year
2006, Agnico completed the first 13,000 feet of drilling. The program
included six vertical drill holes varying in depth from 1,665 to 1,975 feet.
All six holes encountered alterations, silification and sulfidation in Lower
Plate rocks, and two holes intersected gold. While the results were considered
positive, in February 2007, Agnico notified the Company that it would not be
continuing its option on the Companys Norma Sass property because of other
corporate priorities.

The
Company is continuing to seek other partners for further exploration at the
Norma Sass and Ruf Property.

Significant Acquisitions and
Significant Dispositions

We
have no significant acquisitions or dispositions of property, other than as
otherwise disclosed in this Annual Report.

Competition

The
mining industry in which we are engaged is highly competitive. Competitors
include well capitalized mining companies, independent mining companies and
other companies having financial and other resources far greater than those of
Levons. The companies compete with other mining companies in connection with
the acquisition of gold and other precious metal properties. In general,
properties with a higher grade of recoverable mineral and/or which are more
readily minable afford the owners a competitive advantage in that the cost of
production of the final mineral product is lower. Thus, a degree of competition
exists between those engaged in the mining industries to acquire the most
valuable properties. As a result, Levon may eventually be unable to acquire
attractive gold mining properties.

Dependence on Customers and
Suppliers

The
Company is not dependent upon a single or few customers or suppliers for
revenues or its operations.

Seasonality

Currently
our exploration has been focused on the Congress property in British Columbia. The property lies on the boundary between
West Coast Marine and Interior climatic zones and is in the rain shadow created
by the Coast Mountains. Moderate to heavy snowfall occurs in winter months,
with accumulations exceeding 2 meters which can be extreme and can cause interruptions or
delays in our operations. As a result, the preferable time for activities in
these regions is the spring and summer when costs are more reasonable and
access to the property is easier. In the summer months, however, if the weather
has been unusually hot and dry, access to the Companys property may be limited
as a result of access restrictions being imposed to monitor the risks of forest
fires.

Government and Environmental
Regulation

The
current and anticipated future operations of the Company, including development
activities and commencement of production on its properties, require permits
from various federal, territorial and local governmental authorities and such
operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. Companies engaged in the development
and operation of mines and related facilities generally experience increased
costs and delays in production and other schedules as a result of the need to
comply with applicable laws, regulations and permits. Such operations and
exploration activities are also subject to substantial regulation under these
laws by governmental agencies and may require that the Company obtain permits
from various governmental agencies. The Company believes it is in substantial
compliance with all material laws and regulations which currently apply to its
activities. There can be no assurance, however, that all permits which the
Company may require for construction of mining facilities and conduct of mining
operations will be obtainable on reasonable terms or that such laws and
regulations, or that new legislation or modifications to existing legislation,
would not have an adverse effect on any exploration or mining project which the
Company might undertake.

14

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Failure
to comply with applicable laws, regulations and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment or remedial actions. Parties engaged in exploration and mining
operations may be required to compensate those suffering loss or damage by
reason of the mining activities and may have civil or criminal fines or
penalties imposed for violation of applicable laws or regulations.

The
enactment of new laws or amendments to current laws, regulations and permits
governing operations and activities of mining companies, or more stringent
implementation thereof, could have a material adverse impact on the Company and
cause increases in capital expenditures or production costs or reduction in levels
of production at producing properties or require abandonment or delays in the
development of new mining properties.

|   |                                   
|-- | ----------------------------------
|C. | Organizational Structure          
|   |                                   
|   | The
  Company has no subsidiaries.
|   |                                   
|D. | Property, Plants and Equipment    

Presently,
the Company is an exploration stage company, as all of the Companys
properties are currently in the exploratory stage of development. In order to
determine if a commercially viable mineral deposit exists in any of the
Companys properties, further geological work will need to be done and a final
evaluation based upon the results obtained to conclude economic and legal
feasibility.

In
previous years, we have focused our exploration activities on the Congress
Property located in British Columbia, Canada.

Congress Property, British Columbia, Canada

(MAP)

Ownership.The Company owns a 50% leasehold interest in 45 claims in the Lillooet
Mining Division, British Columbia. The mineral claims were purchased from a
company with common directors.

The
Congress claims are subject to a Joint Venture Agreement dated February 25,
1983 between the Company and Veronex Resources Ltd. (Veronex). In 1983
Veronex earned a 50% net interest in the claims (net of a 5% net smelter
royalty) held by the Company, by expending $1,000,000 on the property. Under
the terms of the Joint Venture Agreement each party is equally responsible for
expenses of the joint ventures. In the event that a party is unable to pay its
portion of expenses, such partys interest in the joint venture will be
diluted. Exploration under the Joint Venture ceased in 1989. During the past
four fiscal years with funding made available through equity financing,
exploration activities have recommenced with Levon incurring 100% of expenditures.

15

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The
Company is currently reviewing ownership of the Veronex 50% interest and
working on updating this agreement..

Property
Description and Location. The Congress Property is located on the north side
of Carpenter Lake, 90 kilometers west of the town of Lillooet, British
Columbia, Canada and 4 kilometers northeast of Goldbridge in the Lillooet
Mining Division, NTS 092J15W. Goldbridge, the closest town, has a population of
approximately 41 with main industries including ranching, guiding, tourism and
mining. Facilities include a first aid station, motel and hotel, grocery store,
post office, service station, and a restaurant. More complete services are
available in Lillooet, less than two hours by road, east of Goldbridge.

The property
is easily accessible by automobile on the Goldbridge to Lillooet road, B. C.
Highway 40, which crosses the southern part of the property. The Slim Creek
forest access road, which turns off the highway on the property and crosses the
property in a northwesterly direction, and numerous access trails and roads
built on the property during previous exploration programs provide good access
to the rest of the property.

The
property consists of eight crown granted mineral claims, one reverted crown
granted mineral claim, three mineral leases and 11 mineral claims totaling 109
cells covering approximately 2432 hectares. The crown granted mineral claims
are treated like fee simple property similar to patented mineral claims in
other jurisdictions. Surface, water and timber rights are attached to mineral
rights and the property is held by paying annual taxes on these claims. The
reverted crown granted mineral claim is treated the same as a mineral claim
cell. These claims are kept in good standing by paying $200 per cell or
carrying out and documenting $200 in work per cell in the claim block per year.
The mineral leases are kept in good standing by paying rental fees totaling $2,110
per year. All claims and
leases are contiguous and in good standing.

Environmental
Liabilities.The Company is not
aware of any environmental liabilities.

Permitting.We hold a Free Miners Certificate (FMC)
#115631, which expires April 8, 2009. FMCs are renewable annually.Claim
holdings can be renewed either by filing assessment reports or paying the fees,
as described above under Property Description and Location. Certain exploration
work requires a permit and in some cases posting a reclamation bond. Levon
currently has $32,629in bonds with the
provincial government.

The
Company believes that it holds all necessary licenses and permits under
applicable laws and regulations and believes that it is presently complying in
all material respects with the terms of such licenses and permits. There can be
no guarantee that the Company will be able to obtain or maintain all necessary
licenses and permits as are required to explore and develop its properties,
commence construction or operation of mining facilities and properties under
exploration or development or to maintain continued operations that
economically justify the cost.

History
and Exploration.

The
mineral claims are subject to a Joint Venture Agreement dated February 25, 1983
between Levon and Veronex Resources Ltd. (Veronex). Exploration under the
Joint Venture ceased in early 1989 when Veronex ceased to contribute to the
joint ventures expenses. During the past four fiscal years, with funding made
available through equity financing, exploration activities have recommenced
with Levon incurring 100% of expenditures.

The
Congress Zone was discovered in 1913 and has been explored and mined
intermittently since then. Significant periods of activity occurred in 1933,
when a 1,000 ton bulk sample was mined for metallurgical tests, and 1945-1950,
when the vein was developed on 5 underground levels and some mineralized
material stopped.

The Howard
Zone was discovered in 1959 and explored by Bralorne-Pioneer Mines Ltd. who put
in approximately half of the Lower Howard workings between 1960 and 1964. Levon
carried out surface and underground drilling and drifting between 1976 and 1988
when the rest of the Lower Howard and the Upper Howard workings were excavated.

16

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The Lou
Zone was discovered following up on soil geochemical anomalies and VLF-em
geophysical anomalies in 1984. Extensive surface drilling was carried out from
1984 to 1988 and a 300 metre trackless decline was driven in the footwall of
the zone in 1989. Significant work was suspended until 2004 because of low gold
prices. A mechanized trenching program on the northern extensions of the Lou
and Congress zones was carried out in the fall of 2004. A diamond drill program
was carried out on the Howard Zone in December 2004 and January 2005.

During
2008, the Company announced that the first three holes of a 16-hole
(5000 m) drill program, proposed in October, 2007 were drilled, logged, split
and sampled. Samples are in the labs for gold assays and 31 element ICP
analysis. The drilling campaign was designed to test the strike and dip
projections of high grade gold showings discovered in 2007 by rock chip
sampling and hand trenching on the north slopes of Gun Creek canyon in a north
part of the property. The drill proposal is available for review at www.levon.com.

Drill
holes in the current campaign were laid out to test for bulk tonnage type gold
deposits within the Gun Creek intrusive complex mapped in Gun Creek canyon.

The
first three holes cut altered rocks of the intrusive complex and its host
rocks. The intrusives, particularly in their contact zones with host rocks, are
occasionally veined and contain sparse, coarse to very fine grained stibnite,
an antimony sulfide mineral. Surface rock chips generally show a good
correlation of Au with stibnite, but vein controlled pyrite also accounts for
some of the high grade gold samples at surface. On this basis and since most of
the intrusive rocks drilled are altered with abundant disseminated pyrite and
at least some sparse pyrite-rich veining, the entire holes have been sampled
for assay. No wide stockwork or vein zones (>10m) were cut by the early
holes, but assays results are required to determine presence and geometry of
gold in the holes.

Drilling
of the 2008 Program was suspended at 3 holes to allow further investigation.

Geological
Setting. The
property covers Mississippian to Middle Jurassic rocks of the Bridge River
Complex, mainly submarine basalt and andesite, with minor chert, argillite and
mafic intrusives. These rocks are cut by northwest trending regional scale
structures, some with contained Tertiary feldspar porphyry dacite dykes,
sub-parallel to the Ferguson and Cadwallader Structures, which bound the
historic Bralorne/Pioneer mines. The structures on the property are roughly the
same distance from the Upper Cretaceous-Tertiary granitic Bendor Intrusions as
the Bralorne/Pioneer mines. The Bendor Intrusions are the same age as the
mineralization in the Bralorne/Pioneer mines and are a postulated source for
the gold mineralization at these mines and on the Congress Property.

Deposit Types and
Mineral. The deposits on
the Companys property are members of a well recognized group of deposits
referred to as mesothermal, orogenic or greenstone hosted quartz-carbonate gold
vein deposits. These deposits include the Mother Lode and Grass Valley
districts in California and most of the greenstone hosted gold deposits in the
Canadian shield, including the Timmins-Val dOr, Red Lake and Hemlo camps.
These deposits are quartzcarbonate veins in moderately to steeply dipping
brittle-ductile shear zones and, locally, in shallow dipping extensional
fractures.

Mineralization
in the Howard Zones consists of quartz-carbonate veins or stringer zones one to
1.5 meters wide, with altered, mineralized selvages (pyrite, siderite) up to 10
meters total width hosted in basalt and gabbro. The zones strike north to a few
degrees west of north and dip steeply to the west. The Howard Zones contain the
largest and highest grade resource on the property, with over 100,000 ounces of
gold contained in all resource categories totaling more than 300,000 tonnes
greater than 10 grams per tonne gold. These resources are refractory and would
require oxidation of sulphides to recover the gold.

Mineralized
areas in the Lou Zone are stockwork quartz carbonate stringers and silicified
zones on the flank of a feldspar porphyry dyke hosted in mafic volcanics. The
zone strikes north and dips steeply west. The better mineralized zones are 1.5
to 4.0 meters wide and grade 5 to 11 grams gold/tonne and contain abundant
stibnite. The Lou Zone has been oxidized for 2 to 5 meters below surface near
the decline portal where an open pit resource has been outlined.

17

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The better
mineralized areas in the Congress Zone, including the 2004 trenches, are
massive stibnite veins, 1.25 to 1.5 meters wide, grading 6 to 8 grams gold per
tonne hosted in argillite, chert and very sheared mafic volcanic rocks and again,
striking north and dipping steeply west.

Proposed
Exploration.At the Congress
property, prospecting samples have discovered several high grade bedrock gold
showings that warrant diamond drill follow up to establish possible strike and
dip extensions of gold mineralized rocks. In October 2007, the Company
announced the commencement of the design and permitting for a 16-hole
5,000-meter diamond drill program on its Congress Gold property in the Bralorne
gold camp of southern British Columbia. The new program focuses on:

| |    |                                                                                                                                                                                                                                       
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1) | Testing
  the north extension of the Lou zone 500 meters toward the Ozone and Boo Coo
  zones, where recent trenching encountered Gold grades of up to 14.57 grams
  per metric tonne (0.425 ounces per ton) over a width of 6 meters.
| |    |                                                                                                                                                                                                                                       
| | 2) | Testing
  new high-grade showings 500 meters west of the Boo Coo zone, where sampling
  returned grades up to 23,273 ppb Gold (0.679 ounces per ton) in a
  carbonate-altered, mineralized intrusive center.                          

Goldbridge Claims (also known as the BRX
claims), British Columbia, Canada

(MAP)

Levon
owns a 50% interest in 74 mineral claims in the Gold Bridge area, Lillooet
Mining Division, British Columbia. The BRX property lies south of Gold Bridge,
centered at approximately latitude 50°50 N, longitude 122° 50 W and
encompasses 77 tenures of which 73 cover reverted crown grants and four
modified grids claims.These claims form one contiguous parcel
and cover a nominal 1 065 ha. The claims are accessible via Highway 99 North
from Vancouver through Squamish and Whistler to Pemberton. From May to
November, access can be obtained by turning left through Pemberton, then right
along the Pemberton Meadows Road for 23 km to the Hurley River Road, which
passes the Outdoor School and is followed for 50 km to Highway 40, approximately
0.25 km west of Goldbridge. In winter continue on Highway 99 past Pemberton to
Lillooet, then 110 km west along the Carpenter Lake Road (Highway 40) to
Goldbridge.

We
obtained a permit number MX-4503 dated June 27, 2003 and amended March 24, 2004
for which underground development is approved for exploration on vein for a
total of 60 m. A permit issued in 1994 for trenching and drilling on the
property is still extant and for which a reclamation bond of $3,500 remains
with the provincial government.

Between
1984, when we acquired the property, and 1986, we carried out a re-evaluation
involving line cutting, soil sampling, geological mapping, VLF-EM surveys and
back-hoe trenching followed by underground sampling and mapping at the California2
level and Why
Notadits and in 1987, drilled 518 m over six short holes on the
Rand zone. In addition two holes of 307 m aggregate were drilled on a quartz
vein in the Hurley river bed, about 350 m south of the Arizonaportal. In late 1994
trenching and drilling on targets located in 1985 found that the gold was
generally low grade.

18

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There
is no underground or surface plant or equipment located on the claims, nor any
known body of ore.

During
the year ended March 31, 2002, the Company wrote-down the expenditures related
to the claims resulting in a charge of $118,179 to operations. The claims
remain in good standing until December 2008.

Proposed
Exploration.The Company has no plans to carry out exploration activities
on the BRX in the next fiscal year.

As
at the date of this report, the Goldbridge Claims (BRX) is without known
Mineral Reserves, and any activities carried out on the property are
exploration in nature.

Wayside Property, British Columbia, Canada

(MAP)

In
1997 Levon acquired a 100% interest 27 mineral claims known as the Wayside
claims for for $5,000. The claims are located in the Lillooet Mining Division,
British Columbia, Canada. Access to the claims from Vancouver is via Highway 99
to Lillooet, a distance of approximately 254 kilometers and then an additional
70 90 kilometers on gravel access road to the community of Gold Bridge. Access
on the property is possible on a number of cat trails built by the Company and
previous operators, A four-wheel drive vehicle is usually necessary to access
all roads on the property.

There
has been no exploration activity on the claims nor are there future plans to
conduct exploration at this time. The claims are considered of merit and we
will continue to maintain them in good standing. We wrote the claims down in
fiscal 2002 to $9,089 by a charge to operations of $42,119.

As
at the date of this report, the Wayside Property is without known Mineral
Reserves, and any activities carried out on the property are exploration in
nature.

19

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Norma Sass and Ruf Claims, Nevada, USA

(MAP)

In
fiscal year 2003 Levon acquired a 33.33% interest in 54 mineral claims known as
the Norma Sass and Ruf Claims from Coral Gold Resources Ltd. (Coral) a public
company related by common directors. The property consists of 37 mining claims
(the Norma Sass claims) and 17 claims (the Ruf claims) and is located in the
state of Nevada. Access to the property from Elko, Nevada, is via Highways 80 and
306, a distance of approximately 102 kilometers to the community of Crescent
Valley and then 19 kilometers south on highway 306 to the Ruf and approximately
25 kilometers south on highway 306 to Norma Sass. A four-wheel drive vehicle is
usually necessary to access all roads on the property.

In
fiscal year 2005 Coral and Levon (the Companies) granted Agnico-Eagle Mines
Ltd. (Agnico) an option to purchase 100% interest in the property, subject to a 2.5% royalty net smelter returns from
production to the Companies in consideration of minimum advance royalty
payments (in US dollars) and minimum work commitments..

During fiscal year 2006,
Agnico completed the first 13,000 feet of drilling. While the results were considered
positive, in February 2007, Agnico notified the Company that it would not be
continuing its option on the Companys Norma Sass property because of other
corporate priorities. The Company is continuing to seek partnership for further exploration
at the property.

There
is no underground or surface plant or equipment located on the Norma Sass or
the Ruf claims, nor any known body of commercial ore.

As
at the date of this report, the Norma Sass and Ruf Claims are without known
Mineral Reserves, and any activities carried out on the claims are exploration
in nature.

Eagle Claims, Nevada, USA

(MAP)

We
hold a 50% interest, subject to a 3% net smelter royalty to a maximum of
US$1,250,000 in the Eagle Claims. The property consists of 46 lode claims (approximately
646 acres), known as the Eagle 15 to 50 and Eagle 53 to 61 and are located in
Corral Canyon, in Lander County, Nevada. Access to the property is through
Elko, Nevada, a regional mining supply center, via Highways 80 and 306, a
distance of approximately 90 kilometers and then an additional 13 kilometers on
a gravel access road from the community of Crescent Valley. A four-wheel drive
vehicle is usually necessary to access all roads on the property. There is no
underground or surface plant or equipment on the property, nor any known body
of commercial ore.

20

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We
have not conducted exploration on the Eagle property since 1997 when a surface
geophysical exploration program was conducted. In 2002, when we decided not to
conduct further work on the property, the property was written down to a
nominal value of $1 by a charge to operations of $232,170. Although we have no
plans to further explore the property we keep them in good standing by paying
our 50% of the cost (approximately $3,500 annually) in holding fees and taxes
with the intent of selling the property, if and, when the opportunity presents
itself.

As
at the date of this report, the Eagle Claims are without known Mineral
Reserves, and any activities carried out on the property are exploration in
nature.

Item 4A. Unresolved Staff Comments

Not
Applicable.

Item 5. Operating and Financial Review and Prospects

The
following discussion and analysis of the results of operations and financial
position of Levon Resources Ltd. (the Company or Levon) for the year ended
March 31, 2008 should be read in conjunction with the March 31, 2008 audited
financial statements and the related notes thereto.

This
Management Discussion and Analysis (MD&A) is dated July 25, 2008 and
discloses specified information up to that date. Levon is classified as a
venture issuer for the purposes of National Instrument 51-102. The Companys
financial statements are prepared in accordance with generally accepted
accounting principles in Canada. Unless otherwise cited, references to dollar
amounts are Canadian dollars.

We recommend that readers consult the Cautionary Statement
on the last page of this report.

Additional
information relating to the Company is available on SEDAR at www.sedar.com.

Overview

Levon
is an exploration stage public company listed on the TSX Venture Exchange under
the symbol LVN and on the Frankfurt Stock Exchange under the symbol L09. The
Company is a reporting issuer in British Columbia, Alberta and Ontario and its
international ISIN number is CA 5279011020. The Companys principal business
activities are the exploration and development of natural resource properties.

At this time, the Company has no operating revenues, and does not
anticipate any operating revenues until the Company is able to find, acquire,
place in production and operate a mine. Historically, the Company has raised
funds through equity financing and the exercise of options and warrants to fund
its operations.

Overall Performance

Development during the year ended
March 31, 2008

Exploration

The
Company was primarily engaged in the exploration of its Congress Property
located on the north side of Carpenter Lake British Columbias historic gold
producing Bridge River region. The Congress Property is a long standing mining
property that supported past high grade gold vein production from three, portal
entry underground workings. The property covers 2,433 hectares (6,012 acres)
and consists of 45 claims
including 8 crown grants, 13 mineral leases and 24 mineral claims.

21

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Since
May 2007, Levon has undertaken three phases of surface exploration to locate
new gold bearing structures on its Congress property situated in the Bridge
River Gold Camp. The three phases include prospecting, MMI soil grids,
trenching by hand and with an excavator. Prospecting has been successful with
the relocation of three previously known showings that have received little
exploration work in the past and has also led to several other new discoveries.
Most of the relocated zones and new discoveries are found along the south side
of the Gun Creek canyon, on the north central portion of the Congress Property,
and are contained in an area 100m wide by 600m long. The zones found in this
area have a general east west trend as opposed to the Congress, Lou and the
Howard Zones, that have a north-south trend. Detailed geological mapping will
be conducted to determine where diamond drill holes should be placed to test
the gold bearing structures found in this area of Gun Creek.

In
November 2007, the Company announced the approval of a 16-hole (5,000 metres)
diamond drill program by the BC Ministry of Mines. The drill program has been
designed to offset high grade surface gold showings discovered in September
2007, test the size potential of newly recognized porphyry gold controls on
high grade stockwork vein zones, discovered in Gun Creek canyon in a northern
part of the property and test the northern strike projection of the high grade
Lou Gold Zone toward Gun Creek.

In
January 2008, the Company announced that the initial three holes have been
drilled, logged, split and sampled.

Subsequent
to the end of the year, the Company reopened the portal to the Goldbridge BRX
Property to gather tungsten samples.

In
addition to the Companys current assets, market conditions have provided
numerous opportunities which management has been reviewing. The potential for
the upcoming year looks favourable and the Company will announce developments
as they occur.

Corporate

During
the year ended March 31, 2008 the Company had 470,000 stock options exercised for total proceeds of
$59,000 and 2,985,000 warrants exercised for total proceeds of $358,500.

Risks

Exploration
and development involve a high degree of risk and few properties are ultimately
developed into producing mines. There is no assurance that the Companys future
exploration and development activities will result in any discoveries of
commercial bodies of ore. Whether an ore body will be commercially viable
depends on a number of factors including the particular attributes of the
deposit such as size, grade and proximity to infrastructure, as well as mineral
prices and government regulations, including regulations relating to prices,
taxes, royalties, land tenure, land use, importing and exporting of minerals
and environmental protection. The exact effect of these factors cannot be
accurately predicted, but the combination of these factors may result in a
mineral deposit being unprofitable.

The
Companys projections are estimates only based on managements assessment of
facts at the time of the projections. Management believes these projections to
be reasonable but actual results may differ.

Competition

The mining
industry in which the Company is engaged is in general, highly competitive.
Competitors include well-capitalized mining companies, independent mining
companies and other companies having financial and other resources far greater
than those of the Company. The Company competes with other mining companies in
connection with the acquisition of mineral properties. In general, properties
with a higher grade of recoverable mineral that is more readily mineable,
afford the owners a competitive advantage in that the cost of production of the
final mineral product is lower. Thus, a degree of competition exists between
those engaged in the mining industry to acquire the most valuable properties.
As a result, the Company may eventually be unable to acquire attractive mining
properties.

22

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Selected Annual Information

The
following financial data is derived from the Companys audited financial
statements for the three most recently completed financial years:

|                        |  |                  |           |                  |   |                  |   |   |           |  
|----------------------- |  | ---------------- | --------- | ---------------- | - | ---------------- | - | - | --------- | -
|                        |  | March
  31, 2008 |           | March
  31, 2007 |   | March
  31, 2006 |  
|                        |  |                  |           |                  |   |                  |  
|Revenue                 |  | $                |          |                  | $ |                 |   | $ |          |  
|Loss before other items |  |                  | (592,925  | )                |   | (428,530         | ) |   | (483,466  | )
|Loss for the year       |  |                  | (574,757  | )                |   | (236,819         | ) |   | (429,992  | )
|Loss per share          |  |                  | (0.01     | )                |   | (0.01            | ) |   | (0.02     | )
|Total Assets            |  |                  | 1,702,235 |                  |   | 1,747,631        |   |   | 1,526,119 |  
|Total Liabilities       |  |                  | 199,424   |                  |   | 163,429          |   |   | 315,448   |  
|Working Capital         |  |                  | 101,701   |                  |   | 533,596          |   |   | 612,730   |  

The
Companys loss for the year has increased in 2008 primarily because of an
income tax recovery amount recorded in 2007 as well as increased expenditures
for shareholder relations and associated business travel. Total assets have
stayed relatively level due to the continued investment in resource properties.

Results
of Operations

Twelve months ended March 31, 2008
compared with the twelve ended March 31, 2007.

General and administrative expenses


General
and administrative expenses totaled $592,925 for the year ended March 31, 2008,
compared with $428,530 for the year ended March 31, 2008, an increase of
$164,395. Professional fees, salaries and benefits, shareholder relations and
travel and automotive all increased in the twelve months ended March 31, 2008
by $23,367, $28,187, $139,778 and $74,889 respectively. Consulting and
management fees, compliance listings and transfer agent fees, corporate and
administrative services, general exploration, office occupancy and
miscellaneous and stock based compensation all decreased in the twelve month
period ended March 31, 2008 by $26,305, $2,603, $26,000, $5,649, $1,673 and
$39,596 respectively.


Impacting
corporate and administrative services, salaries and benefits and office
occupancy and miscellaneous costs was that the company had in prior years
outsourced its accounting and corporate secretary requirements but as of
January 1, 2007, these services are provided under the cost sharing agreement
that the Company has with a related private company. The result has been no
costs recorded under corporate administrative services in the current year but
higher amounts reported for salaries and benefits. In addition to this there
has been an increase in personnel to handle increased administrative and
accounting requirements. Shareholder relations and promotion expenses are
significantly higher due to tradeshow participation in North America and Europe
and an increase in costs associated with investor relations services
agreements. The Company has been pursuing a stronger presence in Europe. Travel
and automotive costs are higher due to an increase in exploration activities on
the Congress property and more international travel for trade shows.

Loss for the period

Loss
for the year ended March 31, 2008 was $574,757 compared with a loss of $236,819
for the year ended March 31, 2007, an increase of $337,938. As discussed above
the future income tax benefit had a significant impact on this variance as well
as shareholder relations and travel. There was a foreign exchange gain of
$6,589 in the year ended March 31, 2008 compared to nil in the comparative
period. This is due to the increase in value of the Canadian dollar compared to
the US dollar and the effect it had on some debt that is payable in US dollars.
Interest income of $11,579 in the current year is $2,492 less than in the year
ended March 31, 2007 and is due to the company holding less cash in the current
period.

23

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Twelve months ended March 31, 2007
compared with the twelve ended March 31, 2006.

General and administrative expenses

General
and administrative expenses totaled $428,530 for the year ended March 31, 2007
with a comparative expense of $483,466 for the year ended March 31, 2006, a
decrease of $54,936. There were cost increases of $11,305 in consulting and management
fees, $8,290 in compliance listings and transfer agent fees, $14,577 in general
exploration, $30,388 in shareholder relations and promotion and $22,461 in
travel and automotive. Compliance listings and transfer agent fees were higher
due to private placements occurring in the current year but not in the 2006
fiscal year. Cost decreases in the current year were experienced in office
occupancy and miscellaneous costs of $34,775, professional fees of $2,533,
salaries and benefits of $9,034 and stock-based compensation of $95,315.

Loss for the
period

Loss
for the year ended March 31, 2007 was $236,819 compared to the loss of $429,992
for the year ended March 31, 2006, a decrease of $193,173. An income tax
recovery of $183,907 recorded at fiscal 2007 year end is the reason that the
loss decreased so significantly. Interest income increased from $11,466 in the
2006 fiscal year to $14,071 in the 2007 fiscal year due to more cash being held
in an interest bearing bank account. There was also a recovery of $45,664 on
mineral property costs in the 2006 fiscal year compared to $3,712 in the
current year. The Company also had to record a write-down of $9,979 against
investments in the current year due to the fair market value of some securities
falling below the book cost.

Summary of Quarterly Results

|                         |  |              |          |              |  |              |   |               |          |               |  |               |   |              |          |               |  |         |   |  |          |   |  |         |  
|------------------------ |  | ------------ | -------- | ------------ |  | ------------ | - | ------------- | -------- | ------------- |  | ------------- | - | ------------ | -------- | ------------- |  | ------- | - |  | -------- | - |  | ------- | -
|Period ended             |  | Mar 312008Q4 |          | Dec.312007Q3 |  | Sep.302007Q2 |   | June 302007Q1 |          | Mar. 312007Q4 |  | Dec. 312006Q3 |   | Sep.302006Q2 |          | June 302006Q1 | 
|                         |  |              |          |              |  |              |   |               |          |               |  |               |   |              |          |               | 
|Loss before  other items |  |              | (147,611 | )            |  | (162,840     | ) |               | (198,831 | )             |  | (83,643       | ) |              | (173,540 | )             |  | (72,753 | ) |  | (103,816 | ) |  | (78,421 | )
|Net Income (Loss)        |  |              | (146,623 | )            |  | (159,621     | ) |               | (187,489 | )             |  | (81,024       | ) |              | 4,057    |               |  | (69,405 | ) |  | (99,043  | ) |  | (72,428 | )
|Basic Loss per Share     |  |              | (0.00    | )            |  | (0.00        | ) |               | (0.00    | )             |  | (0.00         | ) |              | (0.00    | )             |  | (0.00   | ) |  | (0.01    | ) |  | (0.00   | )

Critical Accounting Estimates

The
preparation of financial statements in conformity with Canadian generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates and would
impact future results of operations and cash flows.

Financial Instruments

The
Companys financial instruments consist of cash, security deposits, accounts
receivable, investments, accounts payable and accrued liabilities, and due to
related parties. The carrying values of these financial instruments approximate
their fair values because of the short maturity of these financial instruments.

Changes in Accounting Policies

Effective
April 1, 2007, the Company adopted the CICA Handbook Section 1530,
Comprehensive Income, which establishes standards for presentation and
disclosure of a statement of comprehensive income (loss). Comprehensive income
(loss) is comprised of the sum of the net loss and other comprehensive income or
loss which includes unrealized gains or losses from changes in the fair market
value of available-for-sale investments.

24

---



Effective
April 1, 2007, the Company adopted the Canadian Institute of Chartered
Accountants (CICA) Handbook Section 3855, Financial Instruments 
Recognition and Measurement, which establishes standards for recognizing and
measuring financial assets, financial liabilities and non-financial
derivatives.

In
2007, the CICA issued new standards for Capital Disclosures (CICA 1535), Financial
Instruments (CICA 3862 and 3863), Inventories (CICA 3031), and Goodwill and
Intangible Assets (CICA 3064). These new standards become effective for the
Company on April 1, 2008. The Company is in the process of assessing the impact
on its financial statements.

In
February 2007, the CICA issued Section 1535, Capital Disclosures, which
requires the disclosure of both qualitative and quantitative information that
provides users of financial statements with information to evaluate the
entitys objective, polices and procedures for managing capital.

In
February 2007, the CICA issued two new standards, Section 3862 Financial
Instrument Disclosures and Section 3863 Financial Instruments Disclosure and
Presentation. Section 3862 provides users with information to evaluation the
significance of the financial instruments of the entitys financial position
and performances, nature and extent of risks arising from financial
instruments, and how the entity manages those risks. Section 3863 deals with
the classification of financial instruments, related interest, dividends,
losses and gains, and the circumstances in which financial assets and financial
liabilities are offset.

In
2006, the Canadian Accounting Standards Board (AcSB) published a new
strategic plan that will significantly affect financial reporting requirements
for Canadian companies. The AcSB strategic plan outlines the convergence of
Canadian GAAP with IRFS over an expected five year transitional period. In
February 2008 the AcSB announced that 2011 is the changeover date for
publicly-listed companies to use IFRS, replacing Canadas own GAAP. The Company
continues to monitor and asses the impact of the convergence Canadian GAAP and
IFRS.

Outstanding Share Data

As at March 31, 2008 there were 44,239,483
common shares outstanding.

Stock options outstanding as at March 31, 2008 and
July 25,
2008:

|                   |  |                                            |      |                                                                           |  |                                                 |  |                                                                            |      |  |  |           | 
|------------------ |  | ------------------------------------------ | ---- | ------------------------------------------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------------------------------- | ---- |  |  | --------- | 
|Expiry Date        |  | Exercise
  Price
  Per Share
  (Mar 31/08) |      | Number
  of 
  Shares 
  Remaining 
  Subject to 
  Options
  (Mar 31/08) |  | Exercise
  
  Price Per 
  Share
  (July 25/08) |  | Number
  of 
  Shares 
  Remaining 
  Subject to 
  Options
  (July 25/08) |     
|                   |  |                                            |      |                                                                           |  |                                                 |  |                                                                            |     
|April 05, 2010     |  | $                                          | 0.10 |                                                                           |  | 1,490,000                                       |  | $                                                                          | 0.10 |  |  | 1,240,000 | 
|April 25, 2011     |  | $                                          | 0.21 |                                                                           |  | 925,000                                         |  | $                                                                          | 0.21 |  |  | 675,000   | 
|October 2, 2011    |  | $                                          | 0.10 |                                                                           |  | 275,000                                         |  | $                                                                          | 0.10 |  |  | 250,000   | 
|January 26, 2012   |  | $                                          | 0.18 |                                                                           |  | 100,000                                         |  | $                                                                          | 0.18 |  |  | 75,000    | 
|June 14, 2012      |  | $                                          | 0.35 |                                                                           |  | 200,000                                         |  | $                                                                          | 0.35 |  |  | 100,000   | 
|September 14, 2012 |  | $                                          | 0.35 |                                                                           |  | 175,000                                         |  | $                                                                          | 0.35 |  |  | 175,000   | 
|September 14, 2012 |  | $                                          | 0.50 |                                                                           |  | 50,000                                          |  | $                                                                          | 0.50 |  |  | 50,000    | 
|                   |  |                                            |      |                                                                           |  | 3,215,000                                       |  |                                                                            |      |  |  | 2,565,000 | 

Share
purchase warrants outstanding as at March 31, 2008 and July 25, 2008:

25

---



| |  |  |  | 
| |  |  |  | 

|               |  |                                             |      |                                                   |  |                                                 |  |                                                    |      |  |  |           | 
|-------------- |  | ------------------------------------------- | ---- | ------------------------------------------------- |  | ----------------------------------------------- |  | -------------------------------------------------- | ---- |  |  | --------- | 
|Expiry Date    |  | Exercise
  Price 
  Per Share
  (Mar 31/08) |      | Number
  of 
  Underlying 
  Shares
  (Mar 31/08) |  | Exercise
  
  Price Per 
  Share
  (July 25/08) |  | Number
  of 
  Underlying 
  Shares
  (July 25/08) |     
|               |  |                                             |      |                                                   |  |                                                 |  |                                                    |     
|April 12, 2008 |  | $                                           | 0.15 |                                                   |  | 6,895,000                                       |  |                                                    |     |  |  |          | 
|Nov. 17, 2008  |  | $                                           | 0.15 |                                                   |  | 2,250,000                                       |  | $                                                  | 0.15 |  |  | 2,250,000 | 
|               |  |                                             |      |                                                   |  | 9,145,000                                       |  |                                                    |      |  |  | 2,250,000 | 

Commitment

During
the year, the Company entered into two vehicle lease agreements. The leases
expire between 2011 and 2012 and the future obligations are as follows:

|     |  |        |        | 
|---- |  | ------ | ------ | 
|     |  | Amount |       
|     |  |        |       
|2009 |  | $      | 19,469 | 
|2010 |  | $      | 19,469 | 
|2011 |  | $      | 11,163 | 
|2012 |  | $      | 867    | 

|   |                                
|-- | -------------------------------
|B. | Liquidity and Capital Resources

At
this time the Company has no operating revenues. Historically, the Company has
funded its operations through equity financing and the exercise of stock
options and warrants.

As
at March 31, 2008 the Company had working capital of $101,701. In the fiscal year ended March 31, 2007 the Company
had raised total proceeds of $1,425,650 through a combination of flow-through
and non-flow-through private placements. There have been no private placements
in the current year. However, during the fiscal 2008 year to date there has
been $358,500 raised through the exercising of warrants and $59,000 through the
exercising of stock options. The Company has met its flow-through expenditure
obligations as of December 31, 2007.

The
Company is in the exploration stage. The investment in and expenditures on the
mineral property comprise substantially all of the Companys assets. The
recoverability of amounts shown for its mineral property interest and related
deferred costs and the Companys ability to continue as a going concern is dependent upon
the continued support from its directors, the discovery of economically
recoverable reserves, and the ability of the Company to obtain the financing
necessary to complete development and achieve profitable operations in the future.
The outcome of these matters cannot be predicted at this time.

Mineral
exploration and development is capital extensive, and in order to maintain its
interest the Company will be required to raise new equity capital in the
future. There is no assurance that the Company will be successful in raising
additional new equity capital.

|   |                                                     
|-- | ----------------------------------------------------
|C. | Research and Development, Patents and Licenses, etc.
|   |                                                     
|   | Not
  Applicable.                                   
|   |                                                     
|D. | Trend Information                                   
|   |                                                     
|   | Not
  Applicable.                                   
|   |                                                     
|E. | Off-balance sheet arrangements                      
|   |                                                     
|   | There
  are no off-balance sheet arrangements.      
|   |                                                     
|F. | Tabular disclosure of contractual obligations       
|   |                                                     
|   | None                                                
|   |                                                     
|G. | Safe Harbor                                         

26

---



Certain
statements in this Annual Report, including those appearing under this Item 5,
constitute forward-looking statements within the meaning of the United States
Private Securities Litigation Reform Act of 1995, Section 21E of the United
States Securities Exchange Act of 1934, as amended, and Section 27A of the
United States Securities Act of 1933, as amended. Additionally, forward-looking
statements may be made orally or in press releases, conferences, reports, on
our website or otherwise, in the future, by us or on our behalf. Such
statements are generally identifiable by the terminology used such as plans,
expects, estimates, budgets, intends, anticipates, believes,
projects, indicates, targets, objective, could, may, or other
similar words.

The
forward-looking statements are subject to known and unknown risks and
uncertainties and other factors that may cause actual results, levels of
activity and achievements to differ materially from those expressed or implied
by such statements. Such factors include, among others: market prices for
metals; the results of exploration and development drilling and related
activities; economic conditions in the countries and provinces in which we
carry on business, especially economic slowdown; actions by governmental
authorities including increases in taxes, changes in environmental and other
regulations, and renegotiations of contracts; political uncertainty, including
actions by insurgent groups or other conflict; the negotiation and closing of
material contracts; and the other factors discussed in Item 3 Key Information 
Risk Factors, and in other documents that we file with the SEC. The impact of
any one factor on a particular forward-looking statement is not determinable
with certainty as such factors are interdependent upon other factors; our
course of action would depend upon our assessment of the future considering all
information then available. In that regard, any statements as to future
production levels; capital expenditures; the allocation of capital expenditures
to exploration and development activities; sources of funding of our capital
program; drilling; expenditures and allowances relating to environmental
matters; dates by which certain areas will be developed or will come on-stream;
expected finding and development costs; future production rates; ultimate
recoverability of reserves; dates by which transactions are expected to close;
cash flows; uses of cash flows; collectability of receivables; availability of
trade credit; expected operating costs; expenditures and allowances relating to
environmental matters; debt levels; and changes in any of the foregoing are
forward-looking statements, and there can be no assurances that the
expectations conveyed by such forward-looking statements will, in fact, be
realized.

Although
we believe that the expectations conveyed by the forward-looking statements are
reasonable based on information available to us on the date such
forward-looking statements were made, no assurances can be given as to future
results, levels of activity, achievements or financial condition.

Readers
should not place undue reliance on any forward-looking statement and should
recognize that the statements are predictions of future results, which may not
occur as anticipated. Actual results could differ materially from those
anticipated in the forward-looking statements and from historical results, due
to the risks and uncertainties described above, as well as others not now
anticipated. The foregoing statements are not exclusive and further information
concerning us, including factors that could materially affect our financial
results, may emerge from time to time. We do not intend to update forward-looking
statements to reflect actual results or changes in factors or assumptions
affecting such forward-looking statements.

Item 6. Directors, Senior Management and
Employees

|   |                                
|-- | -------------------------------
|A. | Directors and Senior Management

The
following is a list of our directors and senior management as at September 25,
2008. The directors were re-elected by the Shareholders on September 12, 2008
and are elected for a term of one year, which term expires at the election of
the directors at the next annual meeting of shareholders.

27

---



|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|--------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------
|Name and Present Position with the Company                                  |  | Principal Occupation                                                                                                                                                                                                                                           |  | Director/Officer Since
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|William
  GlasierDirector                                                   |  | Mining executive;
  President of Mill Bay Ventures Inc., Director of Bralorne Gold Mines Ltd.                                                                                                                                                                  |  | May 22, 1990          
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Florian
  Riedl-RiedensteinDirector                                         |  | Independent Financial
  Consultant; Director of Bralorne Gold Mines Ltd.                                                                                                                                                                                       |  | April 4, 1996         
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Louis
  WolfinDirector,
  Chairman of the Board and Chief Executive Officer |  | Mining Executive; CEO and
  Director of Coral Gold Resources Ltd and Cresval Capital Corp.; Director of
  Avino Silver & Gold Mines Ltd. and Bralorne Gold Mine Ltd.                                                                                           |  | September 26, 1978    
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Gary
  RobertsonDirector                                                    |  | Certified Financial
  Planner; director of Bralorne Gold Mines Ltd., Coral Gold Resources Ltd, Mill
  Bay Ventures Inc., Avino Silver & Gold Mines Ltd. and Sage Gold Inc.                                                                                     |  | August 3, 2005        
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Ron
  TremblayDirector and
  President                                      |  | President of Stones Throw
  Capital Corp.                                                                                                                                                                                                                     |  | September 7, 2006     
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|David
  Wolfin (1)Director and V.P Finance                                  |  | President and Director of
  Avino Silver & Gold Mines Ltd., and Gray Rock Resources Ltd., Director of
  Berkley Resources Ltd. and Bralorne Gold Mines; President of Coral Gold
  Resources Ltd., Director of Mill Bay Ventures Ltd, and Cresval Capital Corp. |  | November 23, 2006     
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Victor
  ChevillonDirector                                                  |  | Certified Professional
  Geologist, President of Chevillon Exploration Consulting; Director of Coral
  Gold Resources Ltd. and Avino Silver & Gold Mines Ltd.                                                                                                  |  | September 6, 2007     
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Lisa
  SharpChief Financial
  Officer                                       |  | Chief Financial Officer of
  Avino Silver & Gold Mines Ltd., Berkley Resources Inc., Bralorne Gold
  Mines Ltd., Coral Gold Resources Ltd., Gray Rock Resources Ltd., Mill Bay
  Ventures Inc., and Sonic Technology Solutions Inc.                            |  | June 9, 2008          
|                                                                            |  |                                                                                                                                                                                                                                                                |  |                       
|Dorothy
  Chin Corporate
  Secretary                                        |  | Corporate Secretary of
  Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Coral Gold
  Resources Ltd., Gray Rock Resources Ltd. and Mill Bay Ventures Inc.                                                                                            |  | September 25, 2008    

(1) David Wolfin is the son
of Louis Wolfin

|   |             
|-- | ------------
|B. | Compensation

The
directors of the Company have not been compensated by the Company in their
capacities as directors during the most recently completed financial year.
During the fiscal year ended March 31, 2008 the Company paid $112,018 for
office, occupancy and miscellaneous costs and salaries, and administrative
services paid on behalf of the Company by Oniva International Services Corp., a
private company owned by the Company and five other reporting issuers having
common directors; $128,067 for drilling services from ABC Drilling Services
Inc., a private drilling company with common management; $35,610 for
exploration service expenses from Bralorne Gold Mines Ltd., a public company
with common directors and management; $30,000 for management fees to Stones
Throw Capital Corp., a private company controlled by Ron Tremblay, Director and
President of the Company; and $10,048 for geological management fees to
Chevillon Exploration Consulting, a private company controlled by Victor
Chevillon, Director of the Company.

28

---



During the
fiscal year ended March 31, 2008, incentive stock options were granted to directors and other insiders of
the Company and are outstanding to
purchase an aggregate of 125,000 common shares at a price of $0.35 per share exercisable
on or before September 13, 2012.

The
following table sets forth particulars concerning the compensation paid or
accrued for services rendered to the Company in all capacities during each of
the last three financial years of the Company to its Chief Executive Officer,
Chief Financial Officer and to the other executive officers of the Company who
received a combined salary and bonus in excess of $150,000 (the Named
Executive Officers) during the fiscal year ended March 31, 2008.

SUMMARY
COMPENSATION TABLE(1)

|                                                                                   |  |      |      |           |                     |       |                                               |       |   |  |                            |   |  |         |         |  |     |   | 
|---------------------------------------------------------------------------------- |  | ---- | ---- | --------- | ------------------- | ----- | --------------------------------------------- | ----- | - |  | -------------------------- | - |  | ------- | ------- |  | --- | - | 
|                                                                                   |  |      |      |           | Annual Compensation |       | Long Term Compensation Shares under Option(3) |       |   |  |                           
|Name and Principal Position                                                        |  | Year |      | Salary(2) |                     | Bonus |                                               | Other |   |  | All Other Compensation ($) |  
|                                                                                   |  |      |      |           |                     |       |                                               |       |   |  |                            |   | 
|Louis
  WolfinChief Executive
  Officer and Director                               |  |      | 2008 |           |                     |      |                                               |       |  |  |                            |  |  |         | 500,000 |  |     |  | 
|                                                                                   |  | 2007 |      |           |                    |       |                                               |      |   |  |                           |   |  | 500,000 |         |  |    |  
|                                                                                   |  | 2006 |      |           |                    |       |                                               |      |   |  |                           |   |  | 500,000 |         |  |    |  
|                                                                                   |  |      |      |           |                     |       |                                               |       |   |  |                            |   |  |         |         |  |     |   | 
|Kevin
  Bales(4)Former Corporate Secretary, Chief Financial
  Officer and Director |  |      | 2008 |           |                     | 3,750 |                                               |       |  |  |                            |  |  |         | 65,000  |  |     |  | 
|                                                                                   |  | 2007 |      |           | N/A                 |       |                                               | N/A   |   |  | N/A                        |   |  | N/A     |         |  | N/A |  
|                                                                                   |  | 2006 |      |           | N/A                 |       |                                               | N/A   |   |  | N/A                        |   |  | N/A     |         |  | N/A |  
|                                                                                   |  |      |      |           |                     |       |                                               |       |   |  |                            |   |  |         |         |  |     |   | 
|Gary
  Robertson(5)Former Chief Financial Officer                                  |  |      | 2008 |           |                     |      |                                               |       |  |  |                            |  |  |         | 250,000 |  |     |  | 
|                                                                                   |  | 2007 |      |           |                    |       |                                               |      |   |  |                           |   |  | 250,000 |         |  |    |  
|                                                                                   |  | 2006 |      |           | N/A                 |       |                                               | N/A   |   |  | N/A                        |   |  | N/A     |         |  | N/A |  
|                                                                                   |  |      |      |           |                     |       |                                               |       |   |  |                            |   |  |         |         |  |     |   | 

|    |                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Certain columns are omitted
  because there has been no compensation awarded to, earned by or paid to any
  of the named executives required to be reported in this table.
|(2) | No employee earned in
  excess of $150,000.                                                                                                                               
|(3) | Represents total common
  shares under options as of the end of the fiscal year.                                                                                          
|(4) | Mr. Bales ceased to be an
  officer of the Company on May 30, 2008. The Company current Chief Financial
  Officer, Lisa Sharp, was appointed on June 9, 2008.             
|(5) | Mr. Robertson ceased to be
  an officer of the Company on November 2, 2007.                                                                                               

No
stock options were granted during the most recent fiscal year to the Named
Executive Officers.

Long Term Incentive Plan (LTIP) Awards

The
Company does not have a LTIP, pursuant to which cash or non-cash compensation
intended to serve as an incentive for performance (whereby performance is
measured by reference to financial performance or the price of the Companys
securities), was paid or distributed during the most recently completed
financial year ended March 31, 2008.

Options and Stock Appreciation Rights (SARs)

The
Company currently maintains a formal stock option plan, under which stock
options have been granted and may be granted, up to 10% of the Companys issued
and outstanding common shares at the time of grant of stock options under the
Stock Option Plan. At the end of March 31, 2008, stock options to purchase a
total of up to 3,215,000 shares have been granted and remain outstanding under
the Plan, leaving options for 1,308,948 shares available for issuance.

Termination of Employment, Changes in
Responsibilities and Employment Contracts

We
have no employment contracts with our executive officers and there are no
compensatory plan or arrangement with respect to our executive officers in the
event of the resignation, retirement or any other termination of the executive
officers employment with us or in the event of a change of control of the
Company or in the event of a change in the executive officers responsibilities
following a change in control, where in respect of the executive officers the
value of such compensation exceeds $100,000.

29

---



|   |                
|-- | ---------------
|C. | Board Practices

Term of Office

Under
Levons Articles the office of director expires at each annual meeting of
shareholders. A director holds office as such until the next annual meeting of
shareholders when he/she may stand for re-election. The Board of Directors as a
group determines in advance of each annual meeting of shareholders who will be
put forward for re-election. See item 6.A for the period during which each
director has served in that capacity.

Under
the Business Corporations Act (British Columbia) annual meetings of
shareholders are required to be held in every calendar year and not longer than
15 months after the last annual meeting of shareholders.

Service Contacts

No
directors have service contracts providing for benefits upon termination of
employment.

Mandate of the Board
of Directors, its Committees and Management

The
role of our board is to oversee the conduct of Levons business, including the
supervision of management, and determining strategy. Management is responsible
for the day-to-day operations, including proposing its strategic direction and
presenting budgets and business plans to the board of directors for
consideration and approval. The strategic plan takes into account, among other
things, the opportunities and risks of Levons business. Management provides
the board with periodic assessments as to those risks and the implementation of
systems to manage those risks. The board reviews the personnel needs from time
to time, having particular regard to succession issues relating to senior
management. Management is responsible for the training and development of
personnel. The board assesses how effectively we communicate with our
shareholders, but has not adopted a formal communications policy. Through the audit
committee, and in conjunction with our auditors, the board assesses the
adequacy of our internal control and management information systems. The board
looks to management to keep it informed of all significant developments
relating to or effecting operations. Major financings, acquisitions,
dispositions and investments are subject to board approval. A formal mandate
for the board of directors and the chief executive officer has not been
considered necessary since the relative allocation of responsibility is well
understood by both management and the board. The board meets as required. The
board and committees may take action at these meetings or at a meeting by
conference call or by written consent.

The
Board has created three committees, all of which have the mandates set out
below.

Committees

Corporate Governance Committee

The
corporate governance committee assists the board in establishing the Companys
corporate governance policies and practices generally, identifying individuals
qualified to become members of the board, reviewing the composition and
functioning of the board and its committees and making recommendations to the
board of directors as appropriate. When considering nominees to the board the
committees mandate requires that it consider the current composition of the
board and give consideration to candidates having experience in the industry,
life experience and background. The committee is also responsible for the
Companys corporate governance guidelines. The committee may retain legal or
other advisors.

The
corporate governance committee currently consists of two directors (William
Glasier and Ron Tremblay). Mr. Glasier is an unrelated director. It is intended
that this committee will eventually be comprised solely of unrelated and
independent directors.

30

---



Audit Committee

The
audit committee assists the board in its oversight of our financial statements
and other related public disclosures, our compliance with legal and regulatory
requirements relating to financial reporting, the external auditors,
qualifications and independence and the performance of the internal audit
function and the external auditors. The committee has direct communications
channels with the auditors. The committee reviews the financial statements and
related managements discussion and analysis of financial and operating
results. The committee can retain legal, accounting or other advisors.

The
audit committee currently consists of three directors: Gary Robertson, Florian
Riedl-Riedenstein, and William Glasier all of whom are unrelated and all of
whom are financially literate, and have accounting or related financial
expertise. Financially literate means the ability to read and understand a
balance sheet, an income statement and cash flow statement. Accounting or
related financial expertise means the ability to analyze and interpret a full
set of financial statements, including the notes attached thereto, in
accordance with Canadian GAAP. We intend to maintain this committee comprised
solely of unrelated directors.

The
board has adopted a charter for the audit committee which is reviewed annually
and sets out the role and oversight responsibilities of the audit committee
with respect to:

| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | its relationship
  with and expectation of the external auditors, including the establishment of
  the independence of the external auditor and the approval of any non-audit
  mandates of the external auditor;
| |   |                                                                                                                                                                                                                  
| | - | determination
  of which non-audit services the external auditor is prohibited from
  providing;                                                                                                                 
| |   |                                                                                                                                                                                                                  
| | - | the
  engagement, evaluation, remuneration, and termination of the external
  auditors;                                                                                                                          
| |   |                                                                                                                                                                                                                  
| | - | appropriate
  funding for the payment of the auditors compensation and for any advisors
  retained by the audit committee;                                                                                      
| |   |                                                                                                                                                                                                                  
| | - | its
  relationship with and expectation of the internal auditor;                                                                                                                                                 
| |   |                                                                                                                                                                                                                  
| | - | its
  oversight of internal control;                                                                                                                                                                             
| |   |                                                                                                                                                                                                                  
| | - | disclosure
  of financial and related information; and                                                                                                                                                           
| |   |                                                                                                                                                                                                                  
| | - | any other
  matter that the audit committee feels is important to its mandate or that
  which the board chooses to delegate to it.                                                                               

Compensation Committee

The
compensation committee assists the board in monitoring, reviewing and approving
compensation policies and administering the Companys share compensation plans.
The committee is responsible for reviewing and making recommendations to the
board with respect to director and senior management compensation. When
granting stock options, the committee determines the number of shares covered
by each grant and the terms and conditions of the option, subject to the terms
of the plan, and the approval of the board. The committee may consider changes
to the remuneration of directors, which may be appropriate from time to time.
The committee may retain legal or other advisors to assist it.

| |   |                                                                                                                                                                                                                  
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | its relationship with and
  expectation of the external auditors, including the establishment of the
  independence of the external auditor and the approval of any non-audit
  mandates of the external auditor;
| |   |                                                                                                                                                                                                                  
| | - | determination of which non-audit
  services the external auditor is prohibited from providing;                                                                                                                   
| |   |                                                                                                                                                                                                                  
| | - | the engagement,
  evaluation, remuneration, and termination of the external auditors;                                                                                                                            
| |   |                                                                                                                                                                                                                  
| | - | appropriate funding for
  the payment of the auditors compensation and for any advisors retained by
  the audit committee;                                                                                      
| |   |                                                                                                                                                                                                                  
| | - | its relationship with and
  expectation of the internal auditor;                                                                                                                                                 
| |   |                                                                                                                                                                                                                  
| | - | its oversight of internal
  control;                                                                                                                                                                             
| |   |                                                                                                                                                                                                                  
| | - | disclosure of financial
  and related information; and                                                                                                                                                           
| |   |                                                                                                                                                                                                                  
| | - | any other matter that the
  audit committee feels is important to its mandate or that which the board
  chooses to delegate to it.                                                                               

31

---



The
committee consists of two unrelated directors (William Glasier and Gary
Robertson) and one related director (Ron Tremblay). It is intended that the
compensation committee will eventually be comprised solely of unrelated
directors.

Compensation of Directors

The
directors of the Company have not been paid fees or other cash compensation in
their capacity as directors. The Company has no arrangements, standard or
otherwise, pursuant to which its current directors are compensated by the
Company or its subsidiaries for their services in their capacity as directors,
or for committee participation, or involvement in special assignments during
the most recently completed financial year, except that directors may be
reimbursed for actual expenses reasonably incurred in connection with the
performance of their duties as directors, and certain directors may be
compensated for services as consultants or experts. Incentive stock options,
however, have been granted to Directors as set out in Item 6b.

|   |                                     
|-- | ------------------------------------
|D. | Employees                           
|   |                                     
|   | We have no
  employees at this time.
|   |                                     
|E. | Share Ownership                     

The
following table sets forth the share ownership of our directors and officers as
of September 26, 2008.

|                            |  |                       |           |                                   |  |                                    |   |                          |         |            |   |             |  |  |                |  |  |               
|--------------------------- |  | --------------------- | --------- | --------------------------------- |  | ---------------------------------- | - | ------------------------ | ------- | ---------- | - | ----------- |  |  | -------------- |  |  | --------------
|                            |  | Common Shareholdings  |           | Options To Purchase Common Shares
|                            |  |                       |           |                                  
|Name of 
  Beneficial Owner |  | Number of Shares Held |           | % of all Issued Shares            |  | Number of shares under option Held |   | Exercise Price per Share |         | Grant Date |   | Expiry Date
|                            |  |                       |           |                                   |  |                                    |   |                          |         |            |   |            
|William
  Glasier           |  |                       | 322,381   |                                   |  | 0.71                               | % |                          | 150,000 |            | $ | 0.10        |  |  | April 6, 2005  |  |  | April 5, 2010 
|David Wolfin                |  |                       | 330,000   |                                   |  | 0.73                               | % |                          | 150,000 |            | $ | 0.10        |  |  | April 6, 2005  |  |  | April 5, 2010 
|Florian
  Riedl-Riededstein |  |                       |          |                                   |  |                                   |   |                          | 150,000 |            | $ | 0.10        |  |  | April 6, 2005  |  |  | April 5, 2010 
|Gary
  Robertson            |  |                       | 250,000   |                                   |  | 0.55                               | % |                          | 200,000 |            | $ | 0.21        |  |  | April 26, 2006 |  |  | April 25, 2011
|                            |  |                       |           |                                   |  |                                    |   |                          | 50,000  |            | $ | 0.10        |  |  | Oct. 2, 2006   |  |  | Oct. 1, 2011  
|Louis Wolfin                |  |                       | 3,051,974 |                                   |  | 6.72                               | % |                          | 500,000 |            | $ | 0.10        |  |  | April 6, 2005  |  |  | April 5, 2010 
|Ron Tremblay                |  |                       | 8,878,000 |                                   |  | 19.56                              | % |                          | 350,000 |            | $ | 0.21        |  |  | April 26, 2006 |  |  | April 25, 2011
|                            |  |                       |           |                                   |  |                                    |   |                          | 150,000 |            | $ | 0.10        |  |  | Oct. 2, 2006   |  |  | Oct. 1, 2011  
|Victor
  Chevillon          |  |                       | 36,000    |                                   |  | 0.08                               | % |                          | 100,000 |            | $ | 0.35        |  |  | Sep. 14, 2007  |  |  | Sep. 13, 2012 
|Lisa Sharp                  |  |                       |          |                                   |  |                                   |   |                          |        |            |   |            |  |  | N//A           |  |  | N/A           

Item 7.  Major Shareholders and Related Party
Transactions

|   |                   
|-- | ------------------
|A. | Major Shareholders

As
far as it is known to the Company, it is not directly or indirectly owned or
controlled by any other corporation or by the Canadian Government, or any
foreign government, or by any other natural or legal person.

To
the knowledge of the Companys directors and senior officers, the following
table sets forth certain information as at September 26, 2008 concerning the ownership of the
Companys common shares as to each person known by the directors and senior
officers, based solely upon public records and filings, to be the direct and/or
indirect owner of more than five (5%) percent of the Companys common shares,
who owned more than five percent of the outstanding shares of each class of the
Companys voting securities.

32

---



|                                                    |  |                                          |            |                    |  |       |  
|--------------------------------------------------- |  | ---------------------------------------- | ---------- | ------------------ |  | ----- | -
|Name                                                |  | Number of
  Shares of Common Stock Owned |            | Percent of
  Class | 
|                                                    |  |                                          |            |                    | 
|Louis Wolfin                                        |  |                                          | 3,051,974  |                    |  | 6.72  | %
|Ron Tremblay                                        |  |                                          | 8,878,000  |                    |  | 19.56 | %
|All Officers
  and Directors as a Group (9 persons) |  |                                          | 12,868,355 |                    |  | 28.35 | %

|   |                           
|-- | --------------------------
|B. | Related Party Transactions

During the fiscal year ended March 31, 2008:

| |     |                                                                                                                                                                                                                                                                                                                                       
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | ()a | $Nil (2007 - $26,000; 2006 - $26,300) was paid for accounting and
  corporate services to a private company owned by a former director and former
  secretary of the Company;                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()b | $112,018 (2007 - $104,697; 2006 - $59,540) was charged for office,
  occupancy and miscellaneous costs and salaries, and administrative services
  paid on behalf of the Company by Oniva International Services Corp.
  (Oniva), a private company owned by the Company and five other reporting
  issuers having common directors;
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()c | $128,067 (2007 - $348,403; 2006 - $114,854) was charged to the
  Company for drilling services from ABC Drilling Services Inc. (ABC
  Drilling), a private company with common management. This amount has been
  capitalized under resource properties;                                                                            
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()d | $35,610 (2007 - $29,706; 2006 - $6,524) was charged to the Company
  for exploration services from Bralorne Gold Mines Ltd., a public company with
  common directors and management. This amount has been capitalized under
  resource properties;                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()e | $Nil (2007 - $13,930; 2006 - $30,000) was paid for consulting
  services to a private company controlled by a director of a related company;                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()f | $30,000 (2007 - $12,500; 2006 - $Nil) was paid for management fees to
  a private company controlled by a director and officer of the Company;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()g | $Nil (2007 - $15,000; 2006 - $30,000) was paid for management fees to
  a private company controlled by a director and officer of the Company;                                                                                                                                                                                        
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()h | $10,048 (2007 - $Nil; 2006 - $Nil) was paid for geological management
  fees to a private company controlled by a director of the Company. This
  amount has been capitalized under resource properties; and                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                       
| | ()i | $6,763 (2007 - $10,658; 2006 - $Nil) was paid for geological
  management fees to a private company owned by a director of a related company
  with common management. This amount has been capitalized under resource
  properties.                                                                                                  

33

---



These
charges were measured at the exchange amount, which is the amount agreed upon
by the transacting parties. With the exception of the disclosure above, there
are no stated terms of interest or repayment on balances owing by related
parties to the Company.

The Company
takes part in a cost sharing arrangement to reimburse Oniva for a variable
percentage of its overhead expenses, to reimburse 100% of its out-of-pocket
expenses incurred on behalf of the Company, and to pay a percentage fee based
on the total overhead and corporate expenses. The agreement may be terminated
with one-month notice by either party.

The amount
due from a related party consists of $5,564 (2007 - $12,391; 2006 - $94,153)
owing from ABC Drilling, which is the balance of an advance towards drilling
services to be provided. Amounts due are without stated terms of interest or
repayment.

Amounts due
to related parties include $21,999 (2007 - $32,256; 2006 - $115,719) owed
to Oniva, $53,985 (2007 - $68,069; 2006 - $61,317) owed to two public
companies related by way of common directors, and $1,273 (2007 - $3,639;
2006 - $61,250) owed to three private companies controlled by directors of the
Company. Amounts due are without stated terms of interest or repayment.

Levon
has an investment in Mill Bay Ventures Inc. consisting of 348,978 common shares
and a fair value of $24,428 and in Avino Silver & Gold Mines Ltd.
consisting of 4,200 common shares and a fair value of $6,636. The fair value
was determined using quoted market prices as at March 31, 2008. These companies
are related by way of common directors and/or common management.

None
of our directors, executive or senior officers, proposed nominees for election
as directors, or associates or affiliates of any of them, is or has been
indebted to Levon at any time since our last completed financial year.

|   |                                 
|-- | --------------------------------
|C. | Interests of Experts and Counsel

Not
Applicable.

Item 8. Financial Information

|   |                                           
|-- | ------------------------------------------
|A. | Statements and Other Financial Information

The
following financial statements of the Company are attached to this Annual
Report:

| |   |                                                                                         
| | - | ----------------------------------------------------------------------------------------
| |  | Auditors
  Report.                                                                     
| |   |                                                                                         
| |  | Balance
  Sheet for years ended March 31, 2008 and 2007.                                
| |   |                                                                                         
| |  | Statement of
  Operations and Deficit for the years ended March 31, 2008, 2007 and 2006.
| |   |                                                                                         
| |  | Statement of
  Cash flows for the years ended March 31, 2008, 2007 and 2006.            
| |   |                                                                                         
| |  | Notes to
  Financial Statements for the years ended March 31, 2008, 2007 and 2006.      

Dividend Policy

The
Company has never paid any dividends and does not intend to in the near future.

Legal Proceedings

None.

|   |                    
|-- | -------------------
|B. | Significant Changes

None.

34

---



Item 9. The Offer and Listing

|   |                       
|-- | ----------------------
|A. | Price History of Stock

The
common shares of Levon are listed on the TSX Venture Exchange under the symbol
LVN, the Frankfurt Stock Exchange under the symbol L09 and are quoted
in the United States on the pink sheets, under the symbol LVNVF.

As
of September 5, 2008, there were 403 holders of record in the United States
holding 2,481,837 of Levons common shares representing 69.72% of the total
number of shareholders, and approximately 5.47 % of the total number of common
shares issued. The common shares are issued in registered form and the percentage
of shares reported to be held by record holders in the United States is taken
from the records of the Computershare Trust Company in the City of Vancouver,
the registrar and transfer agent for our common shares.

Between
October 23, 2003 and February 15, 2005, in accordance with TSX Venture Policy
2.5, the Companys listing was transferred to the NEX board (a trading system
designed for companies that did not meet the minimum listing requirements for a
TSX Venture Tier 2 listing. The following table sets forth the high and low
prices expressed in Canadian dollars on the TSX Venture Exchange or the NEX, as
the case maybe, for Levons common shares for the past five years, for each
quarter for the last two fiscal years, and for the last six months.

|                                          |  |                                                  |       |  |  |       | 
|----------------------------------------- |  | ------------------------------------------------ | ----- |  |  | ----- | 
|                                          |  | TSX
  Venture Exchange/NEX 
  (Canadian Dollars) |      
|Last Five Fiscal Years                    |  |                                                  | High  |  |  | Low   | 
|                                          |  |                                                  |       |  |  |       | 
|2008                                      |  |                                                  | 0.330 |  |  | 0.110 | 
|2007                                      |  |                                                  | 0.240 |  |  | 0.090 | 
|2006                                      |  |                                                  | 0.165 |  |  | 0.050 | 
|2005                                      |  |                                                  | 0.120 |  |  | 0.060 | 
|2004                                      |  |                                                  | 0.190 |  |  | 0.070 | 
|                                          |  |                                                  |       |  |  |       | 
|2007-2008                                 |  |                                                  | High  |  |  | Low   | 
|                                          |  |                                                  |       |  |  |       | 
|Fourth
  Quarter ended March 31, 2008     |  |                                                  | 0.18  |  |  | 0.11  | 
|Third
  Quarter ended December 31, 2007   |  |                                                  | 0.29  |  |  | 0.12  | 
|Second
  Quarter ended September 30, 2007 |  |                                                  | 0.33  |  |  | 0.17  | 
|First
  Quarter ended June 30, 2007       |  |                                                  | 0.29  |  |  | 0.18  | 
|                                          |  |                                                  |       |  |  |       | 
|2006-2007                                 |  |                                                  | High  |  |  | Low   | 
|                                          |  |                                                  |       |  |  |       | 
|Fourth
  Quarter ended March 31, 2007     |  |                                                  | 0.200 |  |  | 0.115 | 
|Third
  Quarter ended December 31, 2006   |  |                                                  | 0.130 |  |  | 0.090 | 
|Second
  Quarter ended September 30, 2006 |  |                                                  | 0.145 |  |  | 0.090 | 
|First
  Quarter ended June 30, 2006       |  |                                                  | 0.240 |  |  | 0.110 | 
|                                          |  |                                                  |       |  |  |       | 
|Last Six Months                           |  |                                                  | High  |  |  | Low   | 
|                                          |  |                                                  |       |  |  |       | 
|August 2008                               |  |                                                  | 0.12  |  |  | 0.08  | 
|July 2008                                 |  |                                                  | 0.15  |  |  | 0.11  | 
|June 2008                                 |  |                                                  | 0.14  |  |  | 0.11  | 
|May 2008                                  |  |                                                  | 0.13  |  |  | 0.10  | 
|April 2008                                |  |                                                  | 0.16  |  |  | 0.13  | 
|March 2008                                |  |                                                  | 0.14  |  |  | 0.11  | 

|   |                     
|-- | --------------------
|B. | Plan of Distribution
|   |                     
|   | Not
  Applicable.   

35

---



|   |        
|-- | -------
|C. | Markets

The
common shares of Levon are listed on the TSX Venture Exchange under the symbol
LVN, the Frankfurt Stock Exchange under the symbol L09 and are quoted
in the United States on the pink sheets, under the symbol LVNVF.

|   |                      
|-- | ---------------------
|D. | Selling Shareholders 
|   |                      
|   | Not
  Applicable.    
|   |                      
|E. | Dilution             
|   |                      
|   | Not
  Applicable.    
|   |                      
|F. | Expenses of the Issue
|   |                      
|   | Not
  Applicable.    

Item 10. Additional Information

|   |                                       
|-- | --------------------------------------
|A. | Share Capital                         
|   |                                       
|   | Not
  Applicable.                     
|   |                                       
|B. | Memorandum and Articles of Association

Common Shares

All
issued and outstanding common shares are fully paid and non-assessable. Each
holder of record of common shares is entitled to one vote for each common share
so held on all matters requiring a vote of shareholders, including the election
of directors. The holders of common shares will be entitled to dividends on a
pro-rata basis, if and when as declared by the board of directors. There are no
preferences, conversion rights, preemptive rights, subscription rights, or
restrictions or transfers attached to the common shares. In the event of
liquidation, dissolution, or winding up of the Company, the holders of common
shares are entitled to participate in the assets of the Company available for
distribution after satisfaction of the claims of creditors.

Powers and Duties of
Directors

The
directors shall manage or supervise the management of the affairs and business
of the Company and shall have authority to exercise all such powers of the
Company as are not, by the Company Act or by the Memorandum or the
Articles, required to be exercised by the Company in a general meeting.

Directors
will serve as such until the next annual meeting. In general, a director who
is, in any way, directly or indirectly interested in an existing or proposed
contract or transaction with the Company whereby a duty or interest might be
created to conflict with his duty or interest as a director, shall declare the
nature and extent of his interest in such contract or transaction or the
conflict or potential conflict with his duty and interest as a director. Such
director shall not vote in respect of any such contract or transaction with the
Company in which he is interested and if he shall do so, his vote shall note be
counted, but he shall be counted in the quorum present at the meeting at which
such vote is taken. However, notwithstanding the foregoing, directors shall
have the right to vote on determining the remuneration of the directors.

The
directors may from time to time on behalf of the Company: (a) borrow money in
such manner and amount from such sources and upon such terms and conditions as
they think fit; (b) issue bonds, debentures and other debt obligations; and (c)
mortgage, charge or give other security on the whole or any part of the
property and assets of the Company.

36

---



The
directors of the Company must be persons of the full age of 18 years. There is
no minimum share ownership to be a Director. No person shall be a Director of
the Company who is not capable of managing their own affairs; is an
undischarged bankrupt; convicted of an offense in connection with the
promotion, formation or management of a corporation or involved in fraud within
the last five years; or a person that has had a registration in any capacity
under the British Columbia Securities Act or the British Columbia Mortgage
Brokers Act canceled within the last five years.

Shareholders

An
annual general meeting is held once a year at such time and place as may be
determined by the directors. A quorum at an annual general meeting and special
meeting shall be two shareholders or one or more proxy holders representing two
shareholders, or one shareholder and a proxy holder representing another
shareholder. There is no limitation imposed by the laws of Canada or by the
charter or other constituent documents of the Company on the right of a
non-resident to hold or vote the common shares, other than as provided in the Investment
Canada Act (the Investment Act) discussed below under Item 10.
Additional Information, D. Exchange Controls.

In
accordance with British Columbia law, directors shall be elected by an
ordinary resolution which means: (a) a resolution passed by the shareholders
of the Company at a general meeting by a simple majority of the votes cast in
person or by proxy; or (b) a resolution that has been submitted to the
shareholders of the Company who would have been entitled to vote on it in
person or by proxy at a general meeting of the Company and that has been
consented to in writing by such shareholders of the Company holding shares
carrying not less than 3⁄4 of the votes entitled to be cast on it.

Under
British Columbia law certain items such as an amendment to the Companys
articles or entering into a merger requires approval by a special resolution
which means: (a) a resolution passed by a majority of not less than 3⁄4 of the
votes cast by the shareholders of the Company who, being entitled to do so,
vote in person or by proxy at a general meeting of the Company; or (b) a
resolution consented to in writing by every shareholder of the Company who
would have been entitled to vote in person or by proxy at a general meeting of
the Company, and a resolution so consented to is deemed to be a special
resolution passed at a general meeting of the Company.

|   |                   
|-- | ------------------
|C. | Material Contracts

Levon
entered into a cost sharing agreement dated October 1, 1997 amended November 1,
2003 to reimburse Oniva International Services Corp. for a variable percentage
of its overhead expenses, to reimburse 100% of its out-of-pocket expenses
incurred on Levons behalf and to pay a percentage fee based on the total
overhead and corporate expenses. The agreement may be terminated with one-month
notice by either party.

|   |                  
|-- | -----------------
|D. | Exchange Controls

There
is no law, governmental decree or regulation in Canada that restricts the
export or import of capital or affects the remittance of dividends, interest or
other payments to a non-resident holder of common shares other than withholding
tax requirements. Any such remittances to United States residents are subject
to withholding tax. See Taxation.

There
is no limitation imposed by the laws of Canada or by the charter or other
constituent documents of the Company on the right of a non-resident to hold or
vote the common shares, other than as provided in the Investment Act. The
following discussion summarizes the principal features of the Investment Act
for a non-resident who proposes to acquire the common shares.

The
Investment Act generally prohibits implementation of a reviewable investment by
an individual, government or agency thereof, corporation, partnership, trust or
joint venture (each an entity) that is not a Canadian as defined in the
Investment Act (a non-Canadian), unless after review, the Director of
Investments appointed by the minister responsible for the Investment Act is
satisfied that the investment is likely to be of net benefit to Canada. An
investment in the common shares by a non-Canadian other than a WTO Investor
(as that term is defined by the Investment Act, and which term includes
entities which are nationals of or are controlled by nationals of member states
of the World Trade Organization) when the Company was not controlled by a WTO
Investor, would be reviewable under the

37

---



Investment Act
if it was an investment to acquire control of the Company and the value of the
assets of the Company, as determined in accordance with the regulations
promulgated under the Investment Act, equals or exceeds $5 million for direct
acquisitions and over $50 million for indirect acquisitions, or if an order for
review was made by the federal cabinet on the grounds that the investment
related to Canadas cultural heritage or national identity, regardless of the
value of the assets of the Company. An investment in the common shares by a WTO
Investor, or by a non-Canadian when the Company was controlled by a WTO
Investor, would be reviewable under the Investment Act if it was an investment
to acquire control of the Company and the value of the assets of the Company,
as determined in accordance with the regulations promulgated under the
Investment Act, was not less than a specified amount, which for 2004 is any
amount in excess of $137 million. A non-Canadian would acquire control of the
Company for the purposes of the Investment Act if the non-Canadian acquired a
majority of the common shares. The acquisition of one third or more, but less
than a majority of the common shares, would be presumed to be an acquisition of
control of the Company unless it could be established that, on the acquisition,
the Company was not controlled in fact by the acquirer through the ownership of
the common shares.

Certain
transactions relating to the common shares would be exempt from the Investment
Act, including: (i) an acquisition of the common shares by a person in the
ordinary course of that persons business as a trader or dealer in securities;
(ii) an acquisition of control of the Company in connection with the
realization of security granted for a loan or other financial assistance and
not for a purpose related to the provisions of the Investment Act; and (iii) an
acquisition of control of the Company by reason of an amalgamation, merger,
consolidation or corporate reorganization following which the ultimate direct
or indirect control in fact of the Company, through the ownership of the common
shares, remained unchanged.

|   |         
|-- | --------
|E. | Taxation

Canadian Federal
Income Tax Consequences

The
following summarizes the principal Canadian federal income tax consequences
applicable to the holding and disposition of common shares in the capital of
the Company by a United States resident, and who holds common shares solely as
capital property, referred to as a U.S. Holder. This summary is based on the
current provisions of the Income Tax Act (Canada), referred to as
the Tax Act, the regulations thereunder, all amendments thereto publicly
proposed by the government of Canada, the published administrative practices of
Revenue Canada, Customs, Excise and Taxation, and the current provisions of the
Canada-United
States Income Tax Convention, 1980, as amended, referred to as the
Treaty. Except as otherwise expressly provided, this summary does not take
into account any provincial, territorial or foreign (including without
limitation, any U.S.) tax law or treaty. It has been assumed that all currently
proposed amendments will be enacted substantially as proposed and that there is
no other relevant change in any governing law or practice, although no
assurance can be given in these respects.

Each
U.S. Holder is advised to obtain tax and legal advice applicable to such U.S.
Holders particular circumstances.

Every
U.S. Holder is liable to pay a Canadian withholding tax on every dividend that
is or is deemed to be paid or credited to the U.S. Holder on the U.S. Holders
common shares. The statutory rate of withholding tax is 25% of the gross amount
of the dividend paid. The Treaty reduces the statutory rate with respect to dividends
paid to a U.S. Holder for the purposes of the Treaty. Where applicable, the
general rate of withholding tax under the Treaty is 15% of the gross amount of
the dividend, but if the U.S. Holder is a company that owns at least 10% of the
voting stock of the Company and beneficially owns the dividend, the rate of
withholding tax is 5% for dividends paid or credited after 1996 to such
corporate U.S. Holder. The Company is required to withhold the applicable tax
from the dividend payable to the U.S. Holder, and to remit the tax to the
Receiver General of Canada for the account of the U. S. Holder.

Pursuant
to the Tax Act, a U.S. Holder will not be subject to Canadian capital gains tax
on any capital gain realized on an actual or deemed disposition of a common
share, including a deemed disposition on death, provided that the U.S. Holder
did not hold the common share as capital property used in carrying on a
business in Canada, and that neither the U.S. Holder nor persons with whom the
U.S. Holder did not deal at arms length (alone or together) owned or had the
right or an option to acquire 25% or more of the issued shares of any class of
the Company at any time in the five years immediately preceding the
disposition.

38

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United States Federal
Income Tax Consequences

Passive Foreign Investment Company

The
Company believes that it is a passive foreign investment company, referred to
as a PFIC for United States federal income tax purposes with respect to a
United States Investor. The Company will be a PFIC with respect to a United
States Investor if, for any taxable year in which such United States Investor
held the Companys shares, either (i) at least 75 % of the gross income of the
Company for the taxable year is passive income, or (ii) at least 50% of the
Companys assets are attributable to assets that produce or are held for the
production of passive income. In each case, the Company must take into account
a pro-rata share of the income and the assets of any company in which the
Company owns, directly or indirectly, 25% or more of the stock by value (the
look-through rules). Passive income generally includes dividends, interest,
royalties, rents (other than rents and royalties derived from the active
conduct of a trade or business and not derived from a related person),
annuities and gains from assets that produce passive income. As a publicly
traded corporation, the Company would apply the 50% asset test based on the
value of the Companys assets.

Because
the Company believes it qualifies as a PFIC, unless a United States Investor
who owns shares in the Company (i) elects (a section 1295 election) to have the
Company treated as a qualified electing fund (a QEF) (described below), or
(ii) marks the stock to market (described below), the following rules apply:

| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 1. | Distributions
  made by the Company during a taxable year to a United States Investor who
  owns shares in the Company that are an excess distribution (defined
  generally as the excess of the amount received with respect to the shares in
  any taxable year over 125% of the average received in the shorter of either
  the three previous years or such United States Investors holding period
  before the taxable year) must be allocated ratably to each day of such
  shareholders holding period. The amount allocated to the current taxable
  year and to years when the corporation was not a PFIC must be included as
  ordinary income in the shareholders gross income for the year of
  distribution. The remainder is not included in gross income but the
  shareholder must pay a deferred tax on that portion. The deferred tax amount,
  in general, is the amount of tax that would have been owed if the allocated
  amount had been included in income in the earlier year, plus interest. The
  interest charge is at the rate applicable to deficiencies in income taxes.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | 2. | The entire
  amount of any gain realized upon the sale or other disposition of the shares
  will be treated as an excess distribution made in the year of sale or other
  disposition and as a consequence will be treated as ordinary income and, to
  the extent allocated to years prior to the year of sale or disposition, will
  be subject to the interest charge described above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   

A
shareholder that makes a section 1295 election will be currently taxable on his
or her pro-rata share of the Companys ordinary earnings and net capital gain
(at ordinary income and capital gain rates, respectively) for each taxable year
of the Company, regardless of whether or not distributions were received. The shareholders
basis in his or her shares will be increased to reflect taxed but undistributed
income. Distributions of income that had previously been taxed will result in a
corresponding reduction of basis in the shares and will not be taxed again as a
distribution to the shareholder.

A
shareholder may make a section 1295 election with respect to a PFIC for any
taxable year of the shareholder (shareholders election year). A section 1295
election is effective for the shareholders election year and all subsequent
taxable years of the shareholder. Procedures exist for both retroactive
elections and filing of protective statements. Once a section 1295 election is
made it remains in effect, although not applicable, during those years that the
Company is not a PFIC. Therefore, if the Company re-qualifies as a PFIC, the
section 1295 election previously made is still valid and the shareholder is
required to satisfy the requirements of that election. Once a shareholder makes
a section 1295 election, the shareholder may revoke the election only with the
consent of the Commissioner.

39

---



If
the shareholder makes the section 1295 election for the first tax year of the
Company as a PFIC that is included in the shareholders holding period, the
PFIC qualifies as a pedigreed QEF with respect to the shareholder.  If a QEF is an unpedigreed QEF with respect
to the shareholder, the shareholder is subject to both the non-QEF and QEF
regimes. Certain elections are available which enable shareholders to convert
an unpedigreed QEF into a pedigreed QEF thereby avoiding such dual application.

A
shareholder making the section 1295 election must make the election on or
before the due date, as extended, for filing the shareholders income tax
return for the first taxable year to which the election will apply. A
shareholder must make a section 1295 election by completing Form 8621,
attaching said Form to its federal income tax return, and reflecting in the
Form the information provided in the PFIC Annual Information Statement, or if
the shareholder calculated the financial information, a statement to that
effect. The PFIC Annual Information Statement must include the shareholders
pro-rata shares of the ordinary earnings and net capital gain of the PFIC for
the PFICs taxable year or information that will enable the shareholder to
calculate its pro-rata shares. In addition, the PFIC Annual Information
Statement must contain information about distributions to shareholders and a
statement that the PFIC will permit the shareholder to inspect and copy its
permanent books of account, records, and other documents of the PFIC necessary
to determine that the ordinary earnings and net capital gain of the PFIC have
been calculated according to federal income tax accounting principles. A
shareholder may also obtain the books, records and other documents of the
foreign corporation necessary for the shareholder to determine the correct
earnings and profits and net capital gain of the PFIC according to federal
income tax principles and calculate the shareholders pro-rata shares of the
PFICs ordinary earnings and net capital gain.
In that case, the PFIC must include a statement in its PFIC Annual
Information Statement that it has permitted the shareholder to examine the
PFICs books of account, records, and other documents necessary for the
shareholder to calculate the amounts of ordinary earnings and net capital gain.
A shareholder that makes a Section 1295 election with respect to a PFIC held
directly or indirectly for each taxable year to which the Section 1295 election
applies must comply with the foregoing submissions.

Because
the Companys stock is marketable under section 1296(e), a U.S. Investor may
elect to mark the stock to market each year. In general, a PFIC shareholder who
elects under section 1296 to mark the marketable stock of a PFIC includes in
income each year an amount equal to the excess, if any, of the fair market
value of the PFIC stock as of the close of the taxable year over the
shareholders adjusted basis in such stock. A shareholder is also generally
allowed a deduction for the excess, if any, of the adjusted basis of the PFIC
stock over the fair market value as of the close of the taxable year.  Deductions under this rule, however, are
allowable only to the extent of any net mark to market gains with respect to
the stock included by the shareholder for prior taxable years. While the
interest charge regime under the PFIC rules generally does not apply to
distributions from and dispositions of stock of a PFIC where the U.S. Investor
has marked to market, coordination rules for limited application will apply in
the case of a U.S. Investor that marks to market PFIC stock later than the
beginning of the shareholders holding period for the PFIC stock.

Special
rules apply with respect to the calculation of the amount of the foreign tax
credit with respect to excess distributions by a PFIC or inclusions under a
QEF.

Controlled Foreign
Corporations

Sections
951 through 964 and Section 1248 of the Internal Revenue Code, referred to as
the Code, relate to controlled foreign corporations, referred to as CFCs. A
foreign corporation that qualifies as a CFC will not be treated as a PFIC with
respect to a shareholder during the portion of the shareholders holding period
after December 31, 1997, during which the shareholder is a 10% United States
shareholder and the corporation is a CFC. The PFIC provisions continue to apply
in the case of a PFIC that is also a CFC with respect to shareholders that are
less than 10% United States shareholders.

The
10% United States shareholders of a CFC are subject to current U.S. tax on
their pro-rata shares of certain income of the CFC and their pro-rata shares of
the CFCs earnings invested in certain U.S. property. The effect is that the
CFC provisions may impute some portion of such a corporations undistributed
income to certain shareholders on a current basis and convert into dividend
income some portion of gains on dispositions of stock, which would otherwise
qualify for capital gains treatment.

40

---



We
do not believe the Company will be a CFC.
It is possible that the Company could become a CFC in the future. Even
if the Company were classified as a CFC in a future year, however, the CFC
rules referred to above would apply only with respect to 10% shareholders.

Personal Holding
Company/Foreign Personal Holding Company/Foreign Investment Company

A
corporation will be classified as a personal holding company, or a PHC, if at
any time during the last half of a tax year (i) five or fewer individuals (without
regard to their citizenship or residence) directly or indirectly or by
attribution own more than 50% in value of the corporations stock and (ii) at
least 60% of its ordinary gross income, as specially adjusted, consists of
personal holding company income (defined generally to include dividends,
interest, royalties, rents and certain other types of passive income). A PHC is
subject to a United States federal income tax of 39.6% on its undistributed
personal holding company income (generally limited, in the case of a foreign
corporation, to United States source income).

A
corporation will be classified as a foreign personal holding company, or an
FPHC, and not a PHC if at any time during a tax year (i) five or fewer
individual United States citizens or residents directly or indirectly or by
attribution own more than 50% of the total combined voting power or value of
the corporations stock and (ii) at least 60% of its gross income consists of
foreign personal holding company income (defined generally to include
dividends, interest, royalties, rents and certain other types of passive
income). Each United States shareholder in a FPHC is required to include in
gross income, as a dividend, an allocable share of the FPHCs undistributed
foreign personal holding company income (generally the taxable income of the
FPHC, as specially adjusted).

A
corporation will be classified as a foreign investment company, or an FIC, if
for any taxable year it: (i) is registered under the Investment Company Act of
1940, as amended, as a management company or share investment trust or is
engaged primarily in the business of investing or trading in securities or
commodities (or any interest therein); and (ii) 50% or more of the value or the
total combined voting power of all the corporations stock is owned directly or
indirectly (including stock owned through the application of attribution rules)
by United States persons. In general, unless an FIC elects to distribute 90% or
more of its taxable income (determined under United States tax principles as
specially adjusted) to its shareholders, gain on the sale or exchange of FIC
stock is treated as ordinary income (rather than capital gain) to the extent of
such shareholders ratable share of the corporations earnings and profits for
the period during which such stock was held.

The
Company believes that it is not and will not be a PHC, FPHC or FIC. However, no
assurance can be given as to the Companys future status.

U.S. Information Reporting
and Backup Withholding

Dividends
are generally subject to the information reporting requirements of the Code.
Dividends may be subject to backup withholding at the rate of 31% unless the
holder provides a taxpayer identification number on a properly completed Form
W-9 or otherwise establishes an exemption.

The
amount of any backup withholding will not constitute additional tax and will be
allowed as a credit against the United States Investors federal income tax
liability.

Filing of Information
Returns

Under
a number of circumstances, a United States Investor acquiring shares of the
Company may be required to file an information return.  In particular, any United States Investor
who becomes the owner, directly or indirectly, of 10% or more of the shares of
the Company will be required to file such a return. Other filing requirements
may apply and United States Investors should consult their own tax advisors
concerning these requirements.

|   |                            
|-- | ---------------------------
|F. | Dividends and Paying Agents
|   |                            
|   | Not
  Applicable.          
|   |                            
|G. | Statement by Experts       

41

---



|   |                     
|-- | --------------------
|   | Not
  Applicable.   
|   |                     
|H. | Documents on Display

The
Company files annual reports and furnishes other information with the SEC. You
may read and copy any document that we file at the SECs Public Reference Room
at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 or by accessing
the Commissions website (http://www.sec.gov). The Company
also files its annual reports and other information with the Canadian
Securities Administrators via SEDAR (www.sedar.com).

Copies
of the Companys material contracts are kept in the Companys administrative
headquarters.

|      |                       
|----- | ----------------------
|I.    | Subsidiary Information
|      |                       
|None.

Item 11. Quantitative and Qualitative Disclosures
about Market Risk

As
the Company is a small business issuer, this section is inapplicable.

Item 12. Description of Securities Other than Equity
Securities

Not
Applicable.

Part II

Item 13. Defaults, Dividend Arrearages and
Delinquencies

None.

Item 14. Material Modifications
to the Rights of Security Holders and Use of Proceeds

None.

Item 15. Controls and
Procedures

Disclosure Controls and Procedures

The
Chief Executive Officer and the Chief Financial Officer of the Company are
responsible for evaluating the effectiveness of the Companys disclosure
controls and procedures (as such term is defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange
Act)) and have concluded, based on our evaluation, that they are effective as
at March 31, 2008 to ensure that information required to be disclosed in
reports filed or submitted under Canadian and United States securities
legislation is recorded, processed, summarized and reported within the time
period specified in those rules and regulations.

Internal Controls Over Financial
Reporting

The
Chief Executive Officer and the Chief Financial Officer of the Company are
responsible for designing internal controls over financial reporting, or
causing them to be designed under their supervision, (as such term is defined
in Exchange Act Rules 13a-15(f) and 15d-15(f)), to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles.

The
Company conducted an evaluation of the effectiveness of the internal controls
over financial reporting as at March 31, 2008 and concluded that there are
material weaknesses in internal controls over financial reporting, which are as
follows:

42

---



| |    |                                                                                                                                                                            
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | a) | Due
  to the limited number of staff resources, the Company believes there are
  instances where a lack of segregation of duties exist to provide effective
  controls; and
|
| | b) | Due
  to the limited number of staff resources, the Company may not have the
  necessary in-house knowledge to address complex accounting and tax issues
  that may arise. 

As
a result of these weaknesses, the Companys internal controls over financial reporting
are not effective. The weaknesses and their related risks are not uncommon in a
company the size of Coral Gold because of limitations in size and number of
staff.  The Company believes it has taken initial steps to mitigate these
risks by consulting outside advisors and involving the Audit Committee and
Board of Directors in reviews and consultations where necessary.  However,
these weaknesses in internal controls over financial reporting could result in
a more than remote likelihood that a material misstatement would not be
prevented or detected. The Company believes that it must take additional steps
to further mitigate these risks by consulting outside advisors on a more
regular and timely basis.

This
annual report does not include an attestation report of the Companys
independent registered public accounting firm regarding internal control over
financial reporting.  Managements
report was not subject to attestation by the Companys independent registered
public accounting firm pursuant to temporary rules of the SEC that permit the
Company to provide only managements report in this annual report.

Changes in Internal Control Over
Financial Reporting

During
the period covered by this annual report, there have been no changes in the
Companys internal controls over financial reporting that occurred that have
materially affected, or are reasonably likely to materially affect, the
Companys internal controls over financial reporting.

Item 16. [Reserved]

Item 16A.  Audit
Committee Financial Expert

The
board of directors determined that Mr. Gary Robertson and Mr. Florian
Riedl-Riedentstein are qualified as audit committee financial experts as
defined in Item 16A of Form 20-F under the exchange Act, and that both members
are independent as per the applicable rules promulgated by the SEC.

Item 16B.  Code of
Ethics

The
Company has not currently adopted a code of ethics but is evaluating its
internal procedures to determine the necessity of it.  In the event that it is determined that a code of ethics is
necessary, an appropriate code will be implemented.

Item 16C.  Principal
Accountant Fees and Services

The
independent registered public accounting firm for the last three fiscal years
was Smythe Ratcliffe LLP, Chartered Accountants.

Audit Fees

The
aggregate fees billed by the Companys independent auditors for professional
services rendered for the audit of the Companys annual financial statements on
Form 20-F for the fiscal year ended March 31, 2008 was $28,000 and for March
31, 2007 was $19,500.

43

---



Audit-Related Fees

The
aggregate fees billed for audit-related fees by the independent
registered public accounting firm for the fiscal year ended March 31, 2008 was $nil and for March 31, 2007 was
$2,950. These fees related to services with respect to the Companys Form 20-F.

Tax Fees

The
aggregate fees billed for tax compliance, tax advice and tax planning rendered
by our independent registered public accounting firm for the fiscal
year ended March 31, 2008 was $2,000 and March 31, 2007 was $Nil.  The services comprising these fees include
compliance service with respect to Canadian filings.

All Other Fees

Other
than referred to above, the aggregate fees billed for any other
professional services rendered by our independent auditors for the fiscal year
ended March 31, 2008 was $nil and for March 31, 2007 was $6,300.

The
audit committee approved 100% of the fees paid to the principal accountant for
audit-related, tax and other fees in the fiscal years 2008 and 2007. The audit
committee pre-approves all non-audit services to be performed by the auditor in
accordance with the audit committee Charter. There were no hours expended on
the principal accountants engagement to audit the Companys financial
statements for the most recent fiscal year that were attributed to work
performed by persons other than the principal accountants full-time, permanent
employees.

Item 16D.  Exemptions
from the Listing Standards for Audit Committees

Not
applicable.

Item 16E.  Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

None.

Part III

Item 17.  Financial
Statements

The
following Financial Statements pertaining to the Company are filed as part of
this annual report:

|                                |             
|------------------------------- | ------------
|Auditors
  Report              | 47          
|Balance
  Sheets                | 48          
|Statements
  of Operations      | 49          
|Statements
  of Equity          | 50
  thru 51
|Statements
  of Cash Flows      | 52          
|Notes
  to Financial Statements | 53
  thru 77

Item 18.  Financial
Statements

Not
applicable. See Item 17.

Item 19.  Exhibits

|                   |  |                                                                          
|------------------ |  | -------------------------------------------------------------------------
|Exhibit Number     |  | Name                                                                     
|                   |  |                                                                          
|                   |  |                                                                          
|1.1                |  | Memorandum
  of Levon Resources Ltd. *                                   
|1.2                |  | Articles
  of Levon Resources Ltd. *                                     
|12.1               |  | Certification
  of the Principal Executive Officer                       
|12.2               |  | Certification
  of the Principal Financial Officer                       
|13.1               |  | Certificate
  of Principal Executive Officer under the Sarbanes-Oxley Act
|13.2               |  | Certificate
  of Principal Financial Officer under the Sarbanes-Oxley Act
|                   |  |                                                                          
|                   |  |                                                                          
|*
Previously filed |  |                                                                          

44

---



LEVON RESOURCES LTD.
(An Exploration Stage Company)

Financial Statements
March 31, 2008 and 2007
(Canadian Dollars)

45

---



MANAGEMENTS RESPONSIBILITY FOR FINANCIAL
REPORTING

The
financial statements of Levon Resources Ltd. are the responsibility of the
Companys management. The financial statements are prepared in accordance with
accounting principles generally accepted in Canada and reflect managements
best current estimates.

Management
has developed and maintains a system of internal control to ensure that the
Companys assets are protected from loss or improper use, transactions are
authorized and properly recorded and financial records are reliable.

The Board of Directors carries out its responsibilities for these
financial statements principally through its audit Committee. The Audit
Committee meets periodically with management and the auditors to review the
financial statements and the results of audit examinations.

Smythe
Ratcliffe LLP, Chartered Accountants, have audited the financial statements and
their report outlines the scope of their examination and gives their opinion on
the financial statements.

Louis
WolfinLouis Wolfin, Director

Vancouver,
British Columbia
July 29, 2008

(SMYTHERATCLIFFE LOGO)

46

---



AUDITORS
REPORT

TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.

We have audited the balance sheets of Levon
Resources Ltd. (an exploration stage company) as at March 31, 2008 and 2007 and
the statements of operations, equity and cash flows for the years ended March
31, 2008, 2007 and 2006. 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
auditing standards generally accepted in Canada and the standards of the Public
Company Accounting Oversight Board (United States). Those standards require
that we plan and perform an audit to obtain reasonable assurance 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.

In our opinion, these financial statements present fairly, in all
material respects, the financial position of the Company as at March 31, 2008
and 2007 and the results of its operations and its cash flows for the years
ended March 31, 2008, 2007 and 2006 in accordance with Canadian generally
accepted accounting principles. Accounting principles generally accepted in
Canada differ in certain significant respects from accounting principles
generally accepted in the United States of America and are discussed in Note 14
to these financial statements.

Smythe
Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada
July 29, 2008

COMMENTS BY AUDITORS FOR US READERS

In
the United States, reporting standards of the Public Company Accounting
Oversight Board for auditors require the addition of an explanatory paragraph
(following the opinion paragraph) when the financial statements are affected by
conditions and events that cast substantial doubt on the Companys ability to
continue as a going-concern, such as described in Note 1 to the financial
statements. Our report to the shareholders dated July 29, 2008, is
expressed in accordance with Canadian reporting standards, which do not permit
a reference to such events and conditions in the auditors report when these
are adequately disclosed in the financial statements.

Smythe
Ratcliffe LLP (signed)

Chartered Accountants

Vancouver, Canada

July 29, 2008

|                                                                                  |                          |                                                   |       
|--------------------------------------------------------------------------------- | ------------------------ | ------------------------------------------------- | ------
|                                                                                  |                          |                                                   |       
|7th Floor,
  Marine Building
  355 Burrard Street, Vancouver, BC
  Canada V6C 2G8 | Fax:
  Telephone:
  Web: | 604.688.4675
  604.687.1231
  SmytheRatcliffe.com | (LOGO)

47

---



LEVON RESOURCES LTD.(An Exploration Stage Company)Balance SheetsMarch 31(Canadian Dollars)

| | 
| | 
|
|

|                                                                 |  |      |             |      |   |             |  
|---------------------------------------------------------------- |  | ---- | ----------- | ---- | - | ----------- | -
|                                                                 |  | 2008 |             | 2007 |  
|                                                                 |  |      |             |      |  
|                                                                 |  |      |             |      |   |             |  
|ASSETS                                                           |  |      |             |      |   |             |  
|Current                                                          |  |      |             |      |   |             |  
|Cash                                                             |  | $    | 221,330     |      | $ | 628,599     |  
|Accounts receivable and prepaid expenses                         |  |      | 43,166      |      |   | 26,562      |  
|Investments (Note 3)                                             |  |      | 31,065      |      |   | 29,473      |  
|Due from related party (Note 9)                                  |  |      | 5,564       |      |   | 12,391      |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      | 301,125     |      |   | 697,025     |  
|Security Deposits (Note 4)                                       |  |      | 31,317      |      |   | 34,117      |  
|Investment in and Expenditures on Resource
  Properties (Note 5) |  |      | 1,365,721   |      |   | 1,012,187   |  
|Office Equipment (Note 7)                                        |  |      | 4,072       |      |   | 4,302       |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  | $    | 1,702,235   |      | $ | 1,747,631   |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|LIABILITIES                                                      |  |      |             |      |   |             |  
|Current                                                          |  |      |             |      |   |             |  
|Accounts payable and accrued liabilities                         |  | $    | 122,167     |      | $ | 59,465      |  
|Due to related parties (Note 9)                                  |  |      | 77,257      |      |   | 103,964     |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      | 199,424     |      |   | 163,429     |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|SHAREHOLDERS EQUITY                                             |  |      |             |      |   |             |  
|Capital Stock (Note 8)                                           |  |      | 22,620,793  |      |   | 22,160,953  |  
|Contributed Surplus                                              |  |      | 350,949     |      |   | 319,015     |  
|Accumulated Other Comprehensive Income                           |  |      | 1,592       |      |   |            |  
|Deficit                                                          |  |      | (21,470,523 | )    |   | (20,895,766 | )
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      | 1,502,811   |      |   | 1,584,202   |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  |      |             |      |   |             |  
|                                                                 |  | $    | 1,702,235   |      | $ | 1,747,631   |  
|                                                                 |  |      |             |      |   |             |  

Nature of Operations and Going-Concern (Note 1)
Commitments (Note 12)
Subsequent Events (Note 13)

Approved on behalf of the Board:

Louis Wolfin......................................................  DirectorLouis Wolfin

Ron Tremblay......................................................  DirectorRon Tremblay

See notes to financial statements.

48

---



LEVON RESOURCES LTD.(An Exploration Stage Company)Statements of OperationsYears Ended March 31(Canadian Dollars)

| | 
| | 
|
|

|                                                     |  |      |            |      |   |            |   |   |            |  
|---------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | - | - | ---------- | -
|                                                     |  | 2008 |            | 2007 |   | 2006       |  
|                                                     |  |      |            |      |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Expenses                                             |  |      |            |      |   |            |   |   |            |  
|Consulting and management fees                       |  | $    | 45,000     |      | $ | 71,305     |   | $ | 60,000     |  
|Compliance listings and transfer agent
  fees        |  |      | 30,983     |      |   | 33,586     |   |   | 25,296     |  
|Corporate and administrative services                |  |      |           |      |   | 26,000     |   |   | 26,300     |  
|General exploration                                  |  |      | 8,928      |      |   | 14,577     |   |   |           |  
|Office occupancy and miscellaneous                   |  |      | 42,573     |      |   | 44,246     |   |   | 79,021     |  
|Professional fees                                    |  |      | 66,282     |      |   | 42,915     |   |   | 45,448     |  
|Salaries and benefits                                |  |      | 52,771     |      |   | 24,584     |   |   | 33,618     |  
|Shareholder relations and promotion                  |  |      | 187,919    |      |   | 48,141     |   |   | 17,753     |  
|Stock-based compensation (Note 8(d))                 |  |      | 56,404     |      |   | 96,000     |   |   | 191,315    |  
|Travel and automotive                                |  |      | 102,065    |      |   | 27,176     |   |   | 4,715      |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Loss Before Other Items                              |  |      | (592,925   | )    |   | (428,530   | ) |   | (483,466   | )
|                                                     |  |      |            |      |   |            |   |   |            |  
|Other Items                                          |  |      |            |      |   |            |   |   |            |  
|Recovery of mineral property costs                   |  |      |           |      |   | 3,712      |   |   | 42,008     |  
|Interest income                                      |  |      | 11,579     |      |   | 14,071     |   |   | 11,466     |  
|Foreign exchange gain                                |  |      | 6,589      |      |   |           |   |   |           |  
|Write-down of investments                            |  |      |           |      |   | (9,979     | ) |   |           |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Loss Before Income Tax Recovery                      |  |      | (574,757   | )    |   | (420,726   | ) |   | (429,992   | )
|Income Tax Recovery(Note 10)                         |  |      |           |      |   | 183,907    |   |   |           |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Net Loss for Year                                    |  | $    | (574,757   | )    | $ | (236,819   | ) | $ | (429,992   | )
|                                                     |  |      |            |      |   |            |   |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Loss Per Share                                       |  | $    | (0.01      | )    | $ | (0.01      | ) | $ | (0.02      | )
|                                                     |  |      |            |      |   |            |   |   |            |  
|                                                     |  |      |            |      |   |            |   |   |            |  
|Weighted Average Number of Common Shares Outstanding |  |      | 43,620,661 |      |   | 37,710,637 |   |   | 25,965,033 |  
|                                                     |  |      |            |      |   |            |   |   |            |  

See notes to financial
statements..

49

---



LEVON RESOURCES LTD.(An Exploration Stage Company)Statements of EquityYear Ended March 31(Canadian Dollars)

| | 
| | 
|
|

|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  
|--------------------------------------------------------------------------- |  | ----------------------- | ---------- | ------------- | - | ------------------------ | - | ------------------- | -------- | ------- | - | ----------------------------------------------- | - | -------------------------- | ----------- | - | - | - |  | - | --------- | -
|                                                                            |  | Number of Common Shares |            | Capital Stock |   | Paid Share Subscriptions |   | Contributed Surplus |          | Deficit |   | Accumulated Other Comprehensive
  Income (Loss) |   | Total Shareholders Equity |            
|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |            
|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  
|Balance, March 31, 2006                                                     |  |                         | 27,286,911 |               | $ | 20,883,010               |   | $                   | 795,253  |         | $ | 191,315                                         |   | $                          | (20,658,947 | ) | $ |  |  | $ | 1,210,631 |  
|Common shares issued for cash                                               |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  
|Private placements (note 8(b))                                              |  |                         | 13,037,572 |               |   | 1,425,650                |   |                     | (795,253 | )       |   |                                                |   |                            |            |   |   |  |  |   | 630,397   |  
|Share issuance costs                                                        |  |                         |           |               |   | (21,800                  | ) |                     |         |         |   |                                                |   |                            |            |   |   |  |  |   | (21,800   | )
|Exercise of stock options                                                   |  |                         | 40,000     |               |   | 4,000                    |   |                     |         |         |   |                                                |   |                            |            |   |   |  |  |   | 4,000     |  
|Exercise of warrants                                                        |  |                         | 420,000    |               |   | 50,400                   |   |                     |         |         |   |                                                |   |                            |            |   |   |  |  |   | 50,400    |  
|Income tax recovery on flow-through shares                                  |  |                         |           |               |   | (183,907                 | ) |                     |         |         |   |                                                |   |                            |            |   |   |  |  |   | (183,907  | )
|Stock-based compensation                                                    |  |                         |           |               |   |                         |   |                     |         |         |   | 131,300                                         |   |                            |            |   |   |  |  |   | 131,300   |  
|Stock-based compensation transfer to common
  shares on exercise of options |  |                         |           |               |   | 3,600                    |   |                     |         |         |   | (3,600                                          | ) |                            |            |   |   |  |  |   |          |  
|Net loss for the year                                                       |  |                         |           |               |   |                         |   |                     |         |         |   |                                                |   |                            | (236,819    | ) |   |  |  |   | (236,819  | )
|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  
|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  
|Balance, March 31, 2007                                                     |  |                         | 40,784,483 |               | $ | 22,160,953               |   | $                   |         |         | $ | 319,015                                         |   | $                          | (20,895,766 | ) | $ |  |  | $ | 1,584,202 |  
|                                                                            |  |                         |            |               |   |                          |   |                     |          |         |   |                                                 |   |                            |             |   |   |   |  |   |           |  

See notes to financial statements.

50

---



LEVON RESOURCES LTD.(An Exploration Stage Company)Statements of EquityYear Ended March 31(Canadian Dollars)

| | 
| | 
|
|

|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|--------------------------------------------------------------------------- |  | ----------------------- | ---------- | ------------- | - | ------------------------ |  | ------------------- | - | ------- | - | ----------------------------------------------- | - | -------------------------- | ----------- | - | - | ------ | - | - | --------- | -
|                                                                            |  | Number of Common Shares |            | Capital Stock |   | Paid Share Subscriptions |  | Contributed Surplus |   | Deficit |   | Accumulated Other Comprehensive
  Income (Loss) |   | Total Shareholders Equity |            
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Balance, March 31, 2007                                                     |  |                         | 40,784,483 |               | $ | 22,160,953               |  | $                   |  |         | $ | 319,015                                         |   | $                          | (20,895,766 | ) | $ |       |   | $ | 1,584,202 |  
|Transitional adjustment for fair value of
  investments                     |  |                         |           |               |   |                         |  |                     |  |         |   |                                                |   |                            |            |   |   | 7,853  |   |   | 7,853     |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         | 40,784,483 |               |   | 22,160,953               |  |                     |  |         |   | 319,015                                         |   |                            | (20,895,766 | ) |   | 7,853  |   |   | 1,592,055 |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Net loss for the year                                                       |  |                         |           |               |   |                         |  |                     |  |         |   |                                                |   |                            | (574,757    | ) |   |       |   |   | (574,757  | )
|Unrealized loss                                                             |  |                         |           |               |   |                         |  |                     |  |         |   |                                                |   |                            |            |   |   | (6,261 | ) |   | (6,261    | )
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Comprehensive income                                                        |  |                         |           |               |   |                         |  |                     |  |         |   |                                                |   |                            | (574,757    | ) |   | (6,261 | ) |   | (581,018  | )
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         | 40,784,483 |               |   | 22,160,953               |  |                     |  |         |   | 319,015                                         |   |                            | (21,470,523 | ) |   | 1,592  |   |   | 1,011,037 |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Common shares issued for cash                                               |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Exercise of stock options (Note 8(b))                                       |  |                         | 470,000    |               |   | 59,000                   |  |                     |  |         |   |                                                |   |                            |            |   |   |       |   |   | 59,000    |  
|Exercise of warrants (Note 8(e))                                            |  |                         | 2,985,000  |               |   | 358,500                  |  |                     |  |         |   |                                                |   |                            |            |   |   |       |   |   | 358,500   |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Stock-based compensation (Note 8(d))                                        |  |                         |           |               |   |                         |  |                     |  |         |   | 74,274                                          |   |                            |            |   |   |       |   |   | 74,274    |  
|Stock-based compensation transfer to common
  shares on exercise of options |  |                         |           |               |   | 42,340                   |  |                     |  |         |   | (42,340                                         | ) |                            |            |   |   |       |   |   |          |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  
|Balance, March 31, 2008                                                     |  |                         | 44,239,483 |               | $ | 22,620,793               |  | $                   |  |         | $ | 350,949                                         |   | $                          | (21,470,523 | ) | $ | 1,592  |   | $ | 1,502,811 |  
|                                                                            |  |                         |            |               |   |                          |  |                     |   |         |   |                                                 |   |                            |             |   |   |        |   |   |           |  

See notes to financial statements.

51

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|                                                                                                                            
|----------------------------------------------------------------------------------------------------------------------------
|LEVON RESOURCES LTD.
  (An Exploration Stage Company)
  Statements of Cash Flows
  Years Ended March 31
  (Canadian Dollars)
|                                                                                                                            

|                                                             |  |      |          |      |   |          |   |   |          |  
|------------------------------------------------------------ |  | ---- | -------- | ---- | - | -------- | - | - | -------- | -
|                                                             |  | 2008 |          | 2007 |   | 2006     |  
|                                                             |  |      |          |      |   |          |  
|Operating Activities                                         |  |      |          |      |   |          |   |   |          |  
|Net loss                                                     |  | $    | (574,757 | )    | $ | (236,819 | ) | $ | (429,992 | )
|Items not involving cash                                     |  |      |          |      |   |          |   |   |          |  
|Amortization                                                 |  |      | 930      |      |   | 805      |   |   | 786      |  
|Write-down of investments                                    |  |      |         |      |   | 9,979    |   |   | 3,656    |  
|Stock-based compensation                                     |  |      | 56,404   |      |   | 131,300  |   |   | 191,315  |  
|Income tax recovery on flow-through share
  renunciations    |  |      |         |      |   | (183,907 | ) |   |         |  
|Changes in non-cash working capital items                    |  |      |          |      |   |          |   |   |          |  
|Accounts receivable and prepaid expenses                     |  |      | (16,603  | )    |   | 33,528   |   |   | (47,642  | )
|Accounts payable and accrued liabilities                     |  |      | 20,507   |      |   | (17,737  | ) |   | (20,822  | )
|Due from related parties                                     |  |      | (19,880  | )    |   | (52,560  | ) |   | 78,148   |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Cash Used in Operating Activities                            |  |      | (533,399 | )    |   | (315,411 | ) |   | (224,551 | )
|                                                             |  |      |          |      |   |          |   |   |          |  
|Investing Activities                                         |  |      |          |      |   |          |   |   |          |  
|Investment in and expenditures on resource
  properties      |  |      | (293,470 | )    |   | (463,136 | ) |   | (102,598 | )
|Purchase of equipment                                        |  |      | (700     | )    |   | (2,169   | ) |   | (1,364   | )
|Security deposits                                            |  |      | 2,800    |      |   | 11,795   |   |   | 6,048    |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Cash Used in Investing Activities                            |  |      | (291,370 | )    |   | (453,510 | ) |   | (97,914  | )
|                                                             |  |      |          |      |   |          |   |   |          |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Financing Activity                                           |  |      |          |      |   |          |   |   |          |  
|Issue of capital stock for cash, net of
  issue costs        |  |      | 417,500  |      |   | 662,997  |   |   |         |  
|Share subscriptions received                                 |  |      |         |      |   |         |   |   | 805,253  |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|                                                             |  |      | 417,500  |      |   | 662,997  |   |   | 805,253  |  
|Inflow (Outflow) of Cash                                     |  |      | (407,269 | )    |   | (105,924 | ) |   | 482,788  |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Cash, Beginning of Year                                      |  |      | 628,599  |      |   | 734,523  |   |   | 251,735  |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Cash, End of Year                                            |  | $    | 221,330  |      | $ | 628,599  |   | $ | 734,523  |  
|                                                             |  |      |          |      |   |          |   |   |          |  
|Supplementary Information, Non-Cash Transactions             |  |      |          |      |   |          |   |   |          |  
|Mineral property expenditures included in accounts
  payable |  | $    | 42,194   |      | $ |         |   | $ |         |  
|Stock-based compensation included in
  resource properties   |  | $    | 17,870   |      | $ |         |   | $ |         |  
|Shares issued for debt settlement                            |  | $    |         |      | $ |         |   | $ | 152,686  |  
|                                                             |  |      |          |      |   |          |   |   |          |  

See notes to financial statements.

52

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|                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------
|LEVON RESOURCES LTD.
  (An Exploration Stage Company)
  Notes to Financial Statements
  Years Ended March 31, 2008 and 2007
  (Canadian Dollars)
|                                                                                                                                                

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. | NATURE OF OPERATIONS AND GOING-CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Levon
  Resources Ltd. (the Company) was incorporated under the laws of British Columbia
  on April 9, 1965. It is an exploration stage public company whose principal
  business activities are the exploration for and development of natural
  resource properties. There have been no significant revenues generated from
  these activities to date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company
  is in the process of exploring and developing its resource properties and has
  not yet determined whether its properties contain ore reserves that are
  economically recoverable. The recoverability of amounts shown for mineral
  properties is dependent upon the discovery of economically recoverable ore
  reserves in its mineral properties, the ability of the Company to obtain the
  necessary financing to complete development, confirmation of the Companys
  interest in the underlying mineral claims and leases, and upon future
  profitable production or sufficient proceeds from the disposition of its
  mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | While these
  financial statements have been prepared in accordance with Canadian generally
  accepted accounting principles (GAAP) and on the basis of accounting
  principles applicable to a going-concern, which assumes that the Company will
  realize its assets and discharge its liabilities in the ordinary course of
  business, there are conditions and events that cast substantial doubt on the
  validity of this assumption. At March 31, 2008, the Company had working
  capital of $101,701, which may not be sufficient to achieve its planned
  business objectives. The ability of the Company to fund its commitments and
  ongoing operations is dependent upon the ability of the Company to obtain
  additional equity financing to complete the exploration and development of
  its mineral properties and, ultimately, the attainment of profitable
  operations. Failure to continue as a going-concern would require restatement
  of assets and liabilities on a liquidation basis, which would differ
  materially from the going-concern basis.

|                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------
|LEVON RESOURCES LTD.
  (An Exploration Stage Company)
  Notes to Financial Statements
  Years Ended March 31, 2008 and 2007
  (Canadian Dollars)
|                                                                                                                                                

|   |                                                                                                              
|-- | -------------------------------------------------------------------------------------------------------------
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                              
|   |                                                                                                              
|   | These
  financial statements have been prepared in accordance with Canadian GAAP and
  reflect the following:

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (a) | Investment in and expenditures on resource properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | .   | The Company
  capitalizes all costs related to investments in mineral property interests on
  a property-by-property basis. Such costs include mineral property acquisition
  costs and exploration and development expenditures, net of any recoveries.
  Costs are deferred until such time as the extent of mineralization has been
  determined and mineral property interests are either developed or the
  Companys mineral rights are allowed to lapse. All deferred mineral property
  expenditures are reviewed, on a property-by-property basis, to consider whether
  there are any conditions that may indicate impairment. When the carrying
  value of a property exceeds its net recoverable amount that may be estimated
  by quantifiable evidence of an economic geological resource or reserve, joint
  venture expenditure commitments or the Companys assessment of its ability to
  sell the property for an amount exceeding the deferred costs, provision is
  made for the impairment in value
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | .   | The amounts
  shown for acquisition costs and deferred exploration expenditures represent
  costs incurred to date and do not necessarily reflect present or future
  values. These costs will be depleted over the useful lives of the properties
  upon commencement of commercial production or written off if the properties
  are abandoned or the claims allowed to lapse                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

53

---



|                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------
|LEVON RESOURCES LTD.
  (An Exploration Stage Company)
  Notes to Financial Statements
  Years Ended March 31, 2008 and 2007
  (Canadian Dollars)
|                                                                                                                                                

|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|   |                                            
|   | (a)                                         | Investment in and expenditures on resource properties (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             | From time to
  time the Company may acquire or dispose of a mineral property interest
  pursuant to the terms of an option agreement. As the options are exercisable
  entirely at the discretion of the optionee, the amounts payable or receivable
  are recorded as property costs or recoveries when the payments are made or
  received.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (b)                                         | Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             | Amortization is calculated on a declining-balance basis at the
  following annual rate:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             | Furniture
  and equipment - 20%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (c)                                         | Income taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             | The Company
  follows the asset and liability method of accounting for income taxes. Under
  this method of tax allocation, future income tax assets and liabilities are
  determined based on differences between the financial statement carrying
  values and their respective income tax basis (temporary differences). Future
  income tax assets and liabilities are measured using the tax rates expected
  to be in effect when the temporary differences are likely to reverse. The
  effect on future income tax assets and liabilities of a change in tax rates
  is included in operations in the period in which the change is enacted or
  substantially assured. The amount of future income tax assets recognized is
  limited to the amount of the benefit that is more likely than not to be
  realized.                                                                  
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (d)                                         | Loss per share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             | Basic loss
  per share is calculated using the weighted average number of common shares
  outstanding during the year. The Company uses the treasury stock method for
  calculating diluted earnings per share. Under this method, the dilutive
  effect on earnings per share is recognized on the use of the proceeds that
  could be obtained upon exercise of options, warrants and similar instruments.
  It assumes that the proceeds would be used to purchase common shares at the
  average market price during the period. However, diluted loss per share is
  not presented where the effects on conversion and exercise of options and
  warrants would be anti-dilutive.                                                                                                                                                                                                      
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | (e)                                         | Use of estimates                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | .                                           | The preparation of financial statements in conformity with Canadian
  GAAP requires management to make estimates and assumptions that affect the
  reported amounts of assets and liabilities and disclosure of contingent
  assets and liabilities at the date of the financial statements, and the
  reported amounts of revenues and expenses during the reporting period.
  Significant areas requiring the use of estimates include the recoverability
  of mineral property interests, estimated balances of accrued liabilities, the
  assumptions used in the determination of the fair value of stock-based
  compensation and the determination of the valuation allowance for future
  income taxes. Although management believes its estimates are reasonable,
  actual results could differ from those estimates and could impact future
  results of operations and cash flows

54

---



|                                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------------------------------
|LEVON RESOURCES LTD.
  (An Exploration Stage Company)
  Notes to Financial Statements
  Years Ended March 31, 2008 and 2007
  (Canadian Dollars)
|                                                                                                                                                

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2.  | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (f) | Stock-based compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The Company
  accounts for stock-based compensation using the fair value based method with
  respect to all stock-based payments to directors, employees and
  non-employees, including awards that are direct awards of stock and call for
  settlement in cash or other assets, or stock appreciation rights that call
  for settlement by the issuance of equity instruments. Under this standard,
  stock-based payments are recorded as an expense over the vesting period or when
  the awards or rights are granted, with a corresponding increase to
  contributed surplus. When stock options are exercised, the corresponding fair
  value is transferred from contributed surplus to capital stock.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | (g) | Foreign currency translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |     | The
  functional currency of the Company is the Canadian dollar. Amounts recorded
  in foreign currency are translated into Canadian dollars as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Monetary assets and liabilities, at the rate of exchange in effect as
  at the balance sheet date; and
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Expenses at the date of the transaction.                                                              
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| |     | Gains and
  losses arising from this translation of foreign currency are included in the
  determination of net loss for the year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (h) | Asset retirement obligation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| |     | The Company
  recognizes an estimate of the liability associated with an asset retirement
  obligation (ARO) in the financial statements at the time the liability is
  incurred. The estimated fair value of the ARO is recorded as a long-term
  liability, with a corresponding increase in the carrying amount of the
  related asset. The capitalized amount is depleted on a straight-line basis
  over the estimated life of the asset. The liability amount is increased each
  reporting period due to the passage of time and the amount of accretion is
  charged to earnings in the period. The ARO can also increase or decrease due
  to changes in the estimates of timing of cash flows or changes in the
  original estimated undiscounted cost. Actual costs incurred upon settlement
  of the ARO are charged against the ARO to the extent of the liability
  recorded. At present, the Company has determined that it has no material AROs
  to record in these financial statements.
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| | (i) | Revenue recognition                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                       
| |     | Interest
  revenue is recognized at the stated interest rate on an accrual basis.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

55

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | ------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|   |                                            
|   | (j)                                         | Flow-through shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | Flow-through
  shares entitle a company that incurs certain resource expenditures in Canada
  to renounce them for tax purposes allowing the expenditures to be deducted
  for income tax purposes by the investors who purchased the shares. The
  proceeds from shares issued under flow-through share financing agreements are
  credited to capital stock and the tax benefits of the exploration
  expenditures incurred under these agreements are renounced to the purchaser
  of the shares. The tax impact to the Company of the renouncement is recorded on
  the date that the renunciation is filed with taxation authorities, through a
  decrease in capital stock and the recognition of a future tax liability.                                                                                                                                                                                                     
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | When
  flow-through expenditures are renounced, a portion of the future income tax
  assets that were not previously recognized, due to the recording of a
  valuation allowance, are recognized as a recovery of future income taxes in
  the statement of operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (k)                                         | Financial
  Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | Effective
  April 1, 2007, the Company adopted the Canadian Institute of Chartered
  Accountants (CICA) Handbook Section 3855, Financial Instruments 
  Recognition and Measurement, which establishes standards for recognizing and
  measuring financial assets, financial liabilities and non-financial
  derivatives. The Company classifies its debt and marketable equity securities
  into held-to-maturity, trading or available-for-sale categories. Debt
  securities are classified as held-to-maturity when the Company has the
  positive intent and ability to hold the securities to maturity. Debt
  securities for which the Company does not have the intent or ability to hold
  to maturity are classified as available-for-sale. Held-to-maturity securities
  are recorded as either short-term or long-term on the balance sheet based on
  contractual maturity date and are stated at amortized cost.
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | Marketable
  securities that are bought and held principally for the purpose of selling
  them in the near term are classified as trading securities and are reported
  at fair value, with unrealized gains and losses recognized in operations.
  Debt and marketable securities not classified as held-to-maturity or as
  trading are classified as available-for-sale and are carried at fair market
  value, with the unrealized gains and losses, net of tax, included in the
  determination of comprehensive income (loss) and reported in shareholders
  equity. The Company classifies all its receivables as loans and receivables
  and all its liabilities as other liabilities. Loans and receivables and other
  liabilities are carried at amortized cost.                                                                                                                                                        
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | The Companys financial instruments consist of cash,
  accounts receivable, investments, security deposits, accounts payable and
  accrued liabilities, and due to related parties. Unless otherwise noted, it
  is managements opinion that the Company is not exposed to significant
  interest, currency or credit risk arising from the financial instruments. As
  the carrying value of these financial instruments approximates their fair
  value due to their short-term maturity or capacity of prompt liquidation, the
  Company has determined the fair value of these instruments is represented by
  their carrying value.                                                                                                                                                                                                                                                                                           
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                             | Prior
  to the adoption of the new standard, the Company recorded its investments at
  the lower of cost and market value at the balance sheet date, with any gains
  or losses reported in net income (loss).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

56

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)
|   |                                            
|   | (k)                                         | Financial
  Instruments (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                             | On the date
  of adoption, the Company re-measured its financial assets and liabilities as
  appropriate. Any adjustment to the previous carrying amount was recognized as
  an adjustment to the balance of deficit at the beginning of the year, except
  when a financial asset is classified as available-for-sale. For
  available-for-sale financial assets, the adjustment has been included as the
  opening balance of accumulated other comprehensive income, which will be
  subsequently recognized in net income on disposition of the related financial
  assets. In accordance with this standard, prior period financial statements
  have not been restated.                                                                                                                                                                                                                                             
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                             | The fair
  value of substantially all investments is determined by quoted market prices.
  Gains or losses on securities sold are based on the specific identification
  method.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (l)                                         | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                             | Effective
  April 1, 2007, the Company adopted the CICA Handbook Section 1530,
  Comprehensive Income, which establishes standards for presentation and
  disclosure of a statement of comprehensive income (loss). Comprehensive income (loss) is
  comprised of the sum of the net loss and other comprehensive income or loss,
  which includes unrealized gains or losses from changes in the fair market
  value of available-for-sale investments, changes in the fair market value of
  derivative instruments designated as cash flow hedges and currency
  translation adjustments on self-sustaining foreign operations. Currently the
  Companys accumulated other comprehensive income (loss) is comprised only of
  changes in the fair value of the Companys available-for-sale investments.
  The Company has included a calculation of other comprehensive income (loss)
  in the statement of equity.
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | (m)                                         | Recent Canadian accounting pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                             | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | Capital
  Disclosures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In February
  2007, the CICA issued Section 1535, Capital Disclosures, which requires the
  disclosure of both qualitative and quantitative information that provides users
  of financial statements with information to evaluate the entitys objective,
  policies and procedures for managing capital. The new section is effective
  for the Company April 1, 2008.                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                             | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | Financial
  Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In February
  2007, the CICA issued two new standards, Section 3862, Financial Instrument
  Disclosures, and Section 3863, Financial Instruments Disclosure and
  Presentation. Section 3862 provides users with information to evaluation the
  significance of the financial instruments of the entitys financial position
  and performance, nature and extent of risks arising from financial
  instruments, and how the entity manages those risks. Section 3863 deals with
  the classification of financial
  instruments, related interest, dividends, losses and gains, and the
  circumstances in which financial assets and financial liabilities are offset.
  The new sections are effective for the Company April 1, 2008. The Company is
  in the process of assessing the impact of this new section on its financial
  statements.

57

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------- | ----------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | SIGNIFICANT ACCOUNTING POLICES(Continued)
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   | (m)                                       | Recent Canadian accounting pronouncements (Continued)
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           | (iii)                                                 | Inventories                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           |                                                       | In June
  2007, the CICA issued Section 3031, Inventories. This section requires that
  inventory be recorded at the lower of cost or net realizable value. This
  section also clarifies that the allocation of fixed production overhead
  requires the consistent use of either first-in, first-out or the weighted
  average method to measure inventory, and requires that any previous
  write-downs be reversed when the value of the inventory increases. The amount
  of the reversal is limited to the amount of the original write-down. The new
  section is effective for the Company April 1, 2008. The Company is in the
  process of assessing the impact of this new section on its financial
  statements.                                                                                                                                                                                                                    
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           | (iv)                                                  | Goodwill and
  Intangible Assets                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           |                                                       | In February
  2008, the CICA issued Section 3064, Goodwill and Intangible Assets,
  replacing Section 3062, Goodwill and Other Intangible Assets, and Section
  3450, Research and Developments Costs. This section establishes standards
  for the recognition, measurement, presentation and disclosure of goodwill
  subsequent to its initial recognition and of intangible assets by
  profit-oriented enterprises. Standards concerning goodwill are unchanged from
  the standards included in the previous Section 3062. The new section is
  effective for the Company beginning April 1, 2009. The Company is in the
  process of assessing the impact of this new section on its financial
  statements.                                                                                                                                                                                                                         
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           | (v)                                                   | International
  Financial Reporting Standards (IFRS)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                           |                                                       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                           |                                                       | In 2006, the
  Canadian Accounting Standards Board (AcSB) published a new strategic plan
  that will significantly affect financial reporting requirements for Canadian
  companies. The AcSB strategic plan outlines the convergence of Canadian GAAP
  with IRFS over an expected five year transitional period. In February 2008,
  the AcSB announced that 2011 is the changeover date for publicly-listed
  companies to use IFRS, replacing Canadas own GAAP. The date is for interim
  and annual financial statements relating to fiscal years beginning on or
  after January 1, 2011. The transition date of April 1, 2011 will require
  restatement for comparative purposes of amounts reported by the Company for
  the year ended March 31, 2011. While the Company has begun assessing the
  adoption of IFRS for 2011, the financial reporting impact of the transition
  to IFRS cannot be reasonably estimated at this time.

58

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |            
|-- | -----------
|3. | INVESTMENTS

|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 
|----------------------------------------------------------------- |  | ------------------ |  | ---- | - | ------------------------------------------------------- |  | ------------------- | ------ | - | - | ------ | 
|                                                                  |  |                    |  |      |   |                                                         |  |                     |       
|                                                                  |  | Number
  of Shares |  | Cost |   | Accumulated
  Unrealized
  Gains
  (Losses)
  of Shares |  | Fair Value
  Amount |       
|                                                                  |  |                    |  |      |   |                                                         |  |                     |       
|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 
|Mill Bay Ventures Inc. 
  (market $27,918, 2006 - $48,857)        |  | 348,978            |  |      | $ | 27,918                                                  |  |                     | (3,490 | ) | $ | 24,428 | 
|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 
|Avino Silver & Gold Mines Ltd. 
  (market $9,408, 2006 - $16,800) |  | 4,200              |  |      |   | 1,554                                                   |  |                     | 5,082  |   |   | 6,636  | 
|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 
|Omega Equities Corp.,
  at nominal value                          |  | 57,000             |  |      |   | 1                                                       |  |                     |       |   |   | 1      | 
|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 
|                                                                  |  |                    |  |      | $ | 29,473                                                  |  |                     | 1,592  |   | $ | 31,065 | 
|                                                                  |  |                    |  |      |   |                                                         |  |                     |        |   |   |        | 

| |                                                                                                                                                                                                                                                                                                                                                                     
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Avino Silver & Gold Mines Ltd. (Avino) and Mill Bay Ventures
  Inc. (Mill Bay) have common directors with the Company.                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                     
| | As at March 31, 2008, the Company recognized a net $1,592 unrealized
  gain included in other comprehensive income on investment securities
  designated as available-for-sale. The shares of Mill Bay reflected a loss of
  $3,490 and the shares of Avino reflected a gain of $5,082. Fair value was
  determined using quoted market prices as at March 31, 2008.

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4. | SECURITY DEPOSITS                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The security deposits are held by the Companys banks as a condition
  of various reclamation permits. The Company has a varying number of deposits
  on hand ranging from $1,000 to $6,000. Their maturity dates range from July
  29, 2008 to January 12, 2009 and the interest rates range from 2.3% to 3.2%.
  It is managements opinion that ARO cannot be determined at this time and,
  therefore, no liabilities have been recorded (Note 6).

59

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                                        
|-- | -------------------------------------------------------
|5. | INVESTMENT IN AND EXPENDITURES ON RESOURCE
  PROPERTIES

|                                    |  |             |         |               |   |             |  |       |       |  |   |           | 
|----------------------------------- |  | ----------- | ------- | ------------- | - | ----------- |  | ----- | ----- |  | - | --------- | 
|                                    |  | Congress    |         | Gold
  Bridge |   | Other       |  | Total |      
|                                    |  |             |         |               |   |             |  |       |      
|                                    |  | (Note 5(a)) |         | (Note 5(b))   |   | (Note 5(c)) |  |       |      
|                                    |  |             |         |               |   |             |  |       |      
|Balance,
  March 31, 2006           |  | $           | 305,873 |               | $ | 234,086     |  | $     | 9,092 |  | $ | 549,051   | 
|Deferred
  exploration costs        |  |             |         |               |   |             |  |       |       |  |   |           | 
|Assays                              |  |             | 5,118   |               |   | 5,582       |  |       |      |  |   | 10,700    | 
|Assessment, permits and filing fees |  |             | 2,981   |               |   | 488         |  |       |      |  |   | 3,469     | 
|Consulting                          |  |             | 18,469  |               |   | 5,894       |  |       |      |  |   | 24,363    | 
|Drafting and mapping                |  |             | 6,892   |               |   |            |  |       |      |  |   | 6,892     | 
|Drilling                            |  |             | 356,481 |               |   |            |  |       |      |  |   | 356,481   | 
|Equipment rental                    |  |             | 2,090   |               |   |            |  |       |      |  |   | 2,090     | 
|Fuel                                |  |             | 6,543   |               |   |            |  |       |      |  |   | 6,543     | 
|Geological and management services  |  |             | 39,928  |               |   | 2,769       |  |       |      |  |   | 42,697    | 
|Metallurgical testing               |  |             | 3,168   |               |   |            |  |       |      |  |   | 3,168     | 
|Prospecting                         |  |             | 6,733   |               |   |            |  |       |      |  |   | 6,733     | 
|                                    |  |             |         |               |   |             |  |       |       |  |   |           | 
|                                    |  |             |         |               |   |             |  |       |       |  |   |           | 
|Balance, March 31, 2007             |  | $           | 754,276 |               | $ | 248,819     |  | $     | 9,092 |  | $ | 1,012,187 | 
|                                    |  |             |         |               |   |             |  |       |       |  |   |           | 

|                                    |  |             |           |               |   |             |   |       |       |  |   |           |  
|----------------------------------- |  | ----------- | --------- | ------------- | - | ----------- | - | ----- | ----- |  | - | --------- | -
|                                    |  | Congress    |           | Gold
  Bridge |   | Other       |   | Total |      
|                                    |  |             |           |               |   |             |   |       |      
|                                    |  | (Note 5(a)) |           | (Note 5(b))   |   | (Note 5(c)) |   |       |      
|                                    |  |             |           |               |   |             |   |       |      
|Balance,
  March 31, 2007           |  | $           | 754,276   |               | $ | 248,819     |   | $     | 9,092 |  | $ | 1,012,187 |  
|Deferred
  exploration costs        |  |             |           |               |   |             |   |       |       |  |   |           |  
|Assays                              |  |             | 25,822    |               |   | 2,326       |   |       |      |  |   | 28,148    |  
|Assessment, permits and filing fees |  |             | 3,214     |               |   |            |   |       |      |  |   | 3,214     |  
|Drafting and mapping                |  |             | 376       |               |   |            |   |       |      |  |   | 376       |  
|Drilling                            |  |             | 159,506   |               |   | 1,436       |   |       |      |  |   | 160,942   |  
|General supplies and services       |  |             | 18,937    |               |   |            |   |       |      |  |   | 18,937    |  
|Geological and management services  |  |             | 75,636    |               |   |            |   |       |      |  |   | 75,636    |  
|Geophysical                         |  |             | 40,144    |               |   |            |   |       |      |  |   | 40,144    |  
|Mobilization and demobilization     |  |             | 580       |               |   |            |   |       |      |  |   | 580       |  
|Prospecting                         |  |             | 18,594    |               |   |            |   |       |      |  |   | 18,594    |  
|Reclamation                         |  |             | 6,334     |               |   |            |   |       |      |  |   | 6,334     |  
|Trenching                           |  |             | 7,930     |               |   |            |   |       |      |  |   | 7,930     |  
|Wages and benefits                  |  |             |          |               |   | 798         |   |       |      |  |   | 798       |  
|Cost recoveries                     |  |             |          |               |   | (8,099      | ) |       |      |  |   | (8,099    | )
|                                    |  |             |           |               |   |             |   |       |       |  |   |           |  
|                                    |  |             |           |               |   |             |   |       |       |  |   |           |  
|Balance, March 31, 2008             |  | $           | 1,111,349 |               | $ | 245,280     |   | $     | 9,092 |  | $ | 1,365,721 |  
|                                    |  |             |           |               |   |             |   |       |       |  |   |           |  

60

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | INVESTMENT IN AND EXPENDITURES ON RESOURCE
  PROPERTIES(Continued)
|   |                                                                   
|   | (a)                                                                | Congress claims                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                    | The Company
  owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division,
  British Columbia. The mineral claims were purchased from a company with
  common directors.                                                                                                                                                                                                                                                                             
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                    | The Congress claims are subject to a Joint Venture Agreement dated
  February 25, 1983 between the Company and Veronex Resources Ltd. (Veronex).
  Veronex has earned a 50% net interest in the claims, net of a 5% net smelter
  royalty held by the Company, by expending $1,000,000 in a prior year. All
  subsequent expenditures are to be contributed equally by the Company and
  Veronex. The Company is working on updating this Joint Venture Agreement.
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (b)                                                                | Gold Bridge claims (BRX Project)                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                    | The Company owns a 50% interest in 74 mineral claims in the Gold
  Bridge area, Lillooet Mining Division, British Columbia. In 2002, the Company
  wrote-down the expenditures related to the claims resulting in a charge of
  $118,179 to operations. The claims remain in good standing until December
  2008.                                                                                                                                                   
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | (c)                                                                | Other claims include Eagle ($1), Ruff and Norma Sass ($2), and
  Wayside ($9,089) as described below:                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                    | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Eagle claims                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | The Company holds a 50% interest in 26 lode mining claims located in
  Lander County, Nevada. The claims are subject to a 3% net smelter return
  royalty. The Company has no current plan to further explore or incur
  additional expenditures on this property beyond the minimum requirement to
  maintain the claims in good standing.                                                                                              
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                    | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Ruf and
  Norma Sass properties                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | In 2003, the Company acquired from Coral Resource Inc. (Coral) an
  undivided one-third interest in 54 mineral claims known as the Ruf and Norma
  Sass properties located in Lander County, Nevada (the Property), in
  consideration of cash payments to Coral of $350,292 (paid) and 300,000 common
  shares (issued) of the Company. The property is subject to a 3% net smelter
  royalty with Coral to a maximum of $1,250,000.

61

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                                                    |             |                                                                                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------------------------------------ | ----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | INVESTMENT IN AND EXPENDITURES ON RESOURCE
  PROPERTIES(Continued)
|   |                                                                   
|   | (c)                                                                | (Continued)
|   |                                                                    |            
|   |                                                                    | (ii)        | Ruf and
  Norma Sass properties (Continued)                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                    |             |                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                    |             | During fiscal 2005, Coral and the Company (collectively, the
  Companies) entered into an Agreement with Agnico-Eagle Mines Ltd. (AGE)
  wherein the Companies granted AGE an option to purchase a 100% interest in
  the property subject to a 2.5% royalty to the Companies in consideration of
  the following minimum advance royalty payments (in US dollars) and minimum
  work commitments:

|                                                |  |   |         |  |                          
|----------------------------------------------- |  | - | ------- |  | -------------------------
|Execution of
  the Agreement (October 12, 2004) |  | $ | 25,000  |  | 13,000 feet
  of drilling
|First
  anniversary                             |  | $ | 30,000  |  | 15,000 feet
  of drilling
|Second
  anniversary                            |  | $ | 50,000  |  | 17,000 feet
  of drilling
|Third
  anniversary                             |  | $ | 75,000  |  |                          
|Fourth
  anniversary                            |  | $ | 75,000  |  |                          
|Fifth
  anniversary                             |  | $ | 150,000 |  |                          

| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                           
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | Under the terms of the Agreement, 13,000 feet of exploration drilling
  was completed. The initial and first anniversary advance royalty payments
  have been received. During fiscal 2007 and prior to the second anniversary of
  the agreement, AGE decided not to commit to a further 15,000 feet of drilling
  or pay the $50,000 royalty payment, thereby terminating the agreement.
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (iii) | Wayside
  claims                                                                                                                                                                                                                                                                                                                                                                          
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       |                                                                                                                                                                                                                                                                                                                                                                                           
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |       | The Company owns 24 mineral claims in the Lillooet Mining Division,
  British Columbia. In 2002, the Company wrote-down the expenditures related to
  the claims resulting in a charge to operations of $42,119. During fiscal
  2006, with equity funding available, the Company recommenced exploration on
  the property.                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | The
  investment in and expenditures on resource properties comprise a significant
  portion of the Companys assets. Realization of the Companys investment in
  these assets is dependent upon the establishment of legal ownership, the attainment
  of successful production from the properties or from the proceeds of their
  disposal.                                                                                                                
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Resource
  exploration and development is highly speculative and involves inherent
  risks. While the rewards if an ore body is discovered can be substantial, few
  properties that are explored are ultimately developed into producing mines.
  There can be no assurance that current exploration programs will result in
  the discovery of economically viable quantities of ore.                                                                        
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | Environmental
  legislation is becoming increasingly stringent and costs and expenses of
  regulatory compliance are increasing. The impact of new and future
  environmental legislation on the Companys operations may cause additional
  expenses and restrictions. If the restrictions adversely affect the scope of
  exploration and development on the mineral properties, the potential for
  production on the property may be diminished or negated.

62

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. | INVESTMENT IN AND EXPENDITURES ON RESOURCE
  PROPERTIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company
  is subject to the laws and regulations relating to environmental matters in
  all jurisdictions in which it operates, including provisions relating to
  property reclamation, discharge of hazardous material and other matters. The
  Company may also be held liable should environmental problems be discovered
  that were caused by former owners and operators of its properties and
  properties in which it has previously had an interest. The Company conducts
  its mineral exploration activities in compliance with applicable
  environmental protection legislation. The Company is not aware of any
  existing environmental problems related to any of its current or former
  properties that may result in material liability to the Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | Although the
  Company has taken steps to verify title to mineral properties in which it has
  an interest, in accordance with industry standards for the current stage of
  exploration of such properties, these procedures do not guarantee the
  Companys title. Property title may be subject to unregistered prior
  agreements or transfers and title may be affected by an undetected defect.                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|6. | ASSET RETIREMENT OBLIGATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The Company
  is subject to various regulatory and statutory requirements relating to the
  protection of the environment. At March 31, 2008, the Company estimates that
  costs relating to future site restoration and abandonment based on work done
  to that date will be immaterial. The Company has currently made no provision
  for site restoration costs or potential environmental liabilities as all
  properties are still in the exploration stage. Factors such as further
  exploration, inflation and changes in technology may materially change the
  cost estimate.                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | The
  operations of the Company are complex, and regulations and legislation
  affecting the Company are continually changing. Although the ultimate impact
  of these matters on operating results cannot be determined at this time, it
  could be material for any one-quarter or year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|7. | OFFICE EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               

|                          |  |   |        |  |   | 2008         |  |   |       |  |   |        |  |   | 2007         |  |   |       | 
|------------------------- |  | - | ------ |  | - | ------------ |  | - | ----- |  | - | ------ |  | - | ------------ |  | - | ----- | 
|                          |  |   |        |  |   |              |  |   |       |  |   |        |  |   |              |  |   |       | 
|                          |  |   |        |  |   | Accumulated  |  |   |       |  |   |        |  |   | Accumulated  |  |   |       | 
|                          |  |   | Cost   |  |   | Amortization |  |   | Net   |  |   | Cost   |  |   | Amortization |  |   | Net   | 
|                          |  |   |        |  |   |              |  |   |       |  |   |        |  |   |              |  |   |       | 
|                          |  |   |        |  |   |              |  |   |       |  |   |        |  |   |              |  |   |       | 
|Furniture
  and equipment |  | $ | 32,037 |  | $ | 27,965       |  | $ | 4,072 |  | $ | 31,337 |  | $ | 27,035       |  | $ | 4,302 | 
|                          |  |   |        |  |   |              |  |   |       |  |   |        |  |   |              |  |   |       | 

63

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | ------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | CAPITAL STOCK
|   |              
|   | (a)           | Authorized: Unlimited common shares without par value                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   | (b)           | Issued                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |               | During the year ended March 31, 2007, the following private
  placements occurred:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |               | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | The Company
  issued 9,550,000 units at a price of $0.10 per unit. Each unit consisted of
  one common share and one share purchase warrant entitling the holder to
  purchase one additional common share at a price of $0.12 per share until
  April 12, 2007 and at $0.15 per share until April 12, 2008. The Company paid
  finders fees of $21,800 in connection with this financing.                                                                                                                                                                                                                                                                    
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |               | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Company
  issued 3,000,000 units at a price of $0.10 per unit. Each unit consisted of
  one flow-through common share and one share purchase warrant entitling the
  holder to purchase one additional common share at a price of $0.12 per share
  until November 17, 2007 and at $0.15 per share until November 17, 2008. The
  renunciation of expenditures related to flow-through shares resulted in an
  income tax recovery of $183,907 charged to capital stock and a reduction of
  the tax loss carry-forward benefit, which is reduced to nil by a valuation
  allowance. The Company paid no finders fees in connection with this
  financing.
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |               | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | The Company
  issued 487,572 units at a price of $0.35 per unit. Each unit consisted of one
  common share and one share purchase warrant entitling the holder to purchase
  an additional common share at a price of $0.40 per share until March 30,
  2008. The Company paid no finders fees in connection with this financing.                                                                                                                                                                                                                                                                                                                             
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   | (c)           | Stock options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |               | The Company
  established a stock option plan in 2004, under which it may grant stock
  options totaling in aggregate up to 10% of the Companys total number of
  shares issued and outstanding on a non-diluted basis. The stock option plan
  provides for the granting of stock options to regular employees and persons
  providing investor relation or consulting services up to a limit of 5% and
  2%, respectively, of the Companys total number of issued and outstanding
  shares per year. The stock options are fully vestable on the date of grant,
  except those issued to persons providing investor relation services, which
  vest over a period of one year. The option price must be greater than or
  equal to the discounted market price on the grant date and the option expiry
  date cannot exceed five years after the grant date.

64

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|8. | CAPITAL STOCK(Continued)
|-- | ------------------------
|   |                         
|   | (c)                     
|   |                         
|   |                         

|                                  |  |                 |           |                                       |   |                 |  |                                       |           |   |   |      | 
|--------------------------------- |  | --------------- | --------- | ------------------------------------- | - | --------------- |  | ------------------------------------- | --------- | - | - | ---- | 
|                                  |  | 2008            |           | 2007                                  |  
|                                  |  |                 |           |                                       |  
|                                  |  | Numberof Shares |           | Weighted
  Average
  Exercise
  Price |   | Numberof Shares |  | Weighted
  Average
  Exercise
  Price |          
|                                  |  |                 |           |                                       |   |                 |  |                                       |          
|                                  |  |                 |           |                                       |   |                 |  |                                       |          
|Options,
  beginning of year      |  |                 | 3,435,000 |                                       | $ | 0.14            |  |                                       | 2,305,000 |   | $ | 0.10 | 
|Granted                           |  |                 | 425,000   |                                       | $ | 0.37            |  |                                       | 1,525,000 |   | $ | 0.19 | 
|Exercised                         |  |                 | (470,000  | )                                     | $ | 0.13            |  |                                       | (40,000   | ) | $ | 0.10 | 
|Cancelled                         |  |                 | (175,000  | )                                     | $ | 0.10            |  |                                       | (355,000  | ) | $ | 0.12 | 
|                                  |  |                 |           |                                       |   |                 |  |                                       |          
|                                  |  |                 |           |                                       |   |                 |  |                                       |           |   |   |      | 
|Options
  outstanding end of year |  |                 | 3,215,000 |                                       | $ | 0.17            |  |                                       | 3,435,000 |   | $ | 0.14 | 
|                                  |  |                 |           |                                       |   |                 |  |                                       |          
|Options exercisable
  end of year |  |                 | 3,169,522 |                                       | $ | 0.17            |  |                                       | 3,435,000 |   | $ | 0.14 | 
|                                  |  |                 |           |                                       |   |                 |  |                                       |           |   |   |      | 

|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------- | ------- | -------------------------------------------- | - | --------------- |  | -------------------------------------------- | --------- |  | - | ---- | 
|                                                                                                                                                              |  | 2008            |         | 2007                                         |  
|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |          
|                                                                                                                                                              |  | Numberof Shares |         | Weighted
  Average
  Grant Date
  Fair Value |   | Numberof Shares |  | Weighted
  Average
  Grant Date
  Fair Value |          
|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|Options
  granted                                                                                                                                             |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|Exercise
  price is lower than market price on grant date                                                                                                     |  |                 |        |                                              | $ |                |  |                                              | 275,000   |  | $ | 0.11 | 
|Exercise
  price equals market price on grant date                                                                                                            |  |                 |        |                                              | $ |                |  |                                              | 250,000   |  | $ | 0.18 | 
|Exercise
  price is higher than market price on grant date                                                                                                    |  |                 | 425,000 |                                              | $ | 0.24            |  |                                              | 1,000,000 |  | $ | 0.20 | 
|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|                                                                                                                                                              |  |                 |         |                                              |   |                 |  |                                              |           |  |   |      | 
|As at March
  31, 2008, there are 22,739 options exercisable at $0.35 per share and 22,740
  options exercisable at $0.50 per share that have not yet vested.

65

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                          |                                                                                        
|-- | ------------------------ | ---------------------------------------------------------------------------------------
|8. | CAPITAL STOCK(Continued)
|   |                         
|   | (c)                      | Stock
  options (Continued)                                                            
|   |                          |                                                                                        
|   |                          | As at March
  31, 2008 and 2007, the following share purchase options were outstanding:

|                          |  |   |          |  |                   |           |  |  |           | 
|------------------------- |  | - | -------- |  | ----------------- | --------- |  |  | --------- | 
|                          |  |   |          |  | Number of Options |          
|                          |  |   | Exercise |  |                   |          
|Expiry Date               |  |   | Price    |  |                   | 2008      |  |  | 2007      | 
|                          |  |   |          |  |                   |           |  |  |           | 
|                          |  |   |          |  |                   |           |  |  |           | 
|April 5,
  2010 (Note 13) |  | $ | 0.10     |  |                   | 1,490,000 |  |  | 1,985,000 | 
|April 25,
  2011          |  | $ | 0.21     |  |                   | 925,000   |  |  | 925,000   | 
|October 2,
  2011         |  | $ | 0.10     |  |                   | 275,000   |  |  | 275,000   | 
|January 26,
  2012        |  | $ | 0.18     |  |                   | 100,000   |  |  | 250,000   | 
|June 14,
  2012           |  | $ | 0.35     |  |                   | 200,000   |  |  |          | 
|September
  14, 2012      |  | $ | 0.35     |  |                   | 175,000   |  |  |          | 
|September
  14, 2012      |  | $ | 0.50     |  |                   | 50,000    |  |  |          | 
|                          |  |   |          |  |                   |           |  |  |           | 
|                          |  |   |          |  |                   |           |  |  |           | 
|                          |  |   |          |  |                   | 3,215,000 |  |  | 3,435,000 | 
|                          |  |   |          |  |                   |           |  |  |           | 

| |     |                                                                                                                                                                                                                   
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (d) | Stock-based compensation                                                                                                                                                                                          
| |     |                                                                                                                                                                                                                   
| |     | Stock-based
  compensation expense is determined using the fair value method. The Company estimated
  this expense using the Black-Scholes option pricing model with the following
  weighted-average assumptions:

|                                                                                                                                                                                                                                                                                                                                                      |  |  |        |   |  |       |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  |  | ------ | - |  | ----- | -
|                                                                                                                                                                                                                                                                                                                                                      |  |  | 2008   |   |  | 2007  |  
|                                                                                                                                                                                                                                                                                                                                                      |  |  |        |   |  |       |  
|                                                                                                                                                                                                                                                                                                                                                     
|Risk-free
  interest rate                                                                                                                                                                                                                                                                                                                             |  |  | 4.48   | % |  | 3.87  | %
|Expected
  dividend yield                                                                                                                                                                                                                                                                                                                             |  |  | 0      |   |  | 0     |  
|Expected
  stock price volatility                                                                                                                                                                                                                                                                                                                     |  |  | 121.87 | % |  | 81.48 | %
|Expected
  option life in years                                                                                                                                                                                                                                                                                                                       |  |  | 5      |   |  | 5     |  
|                                                                                                                                                                                                                                                                                                                                                      |  |  |        |   |  |       |  
|                                                                                                                                                                                                                                                                                                                                                      |  |  |        |   |  |       |  
|During the
  year ended March 31, 2008, the Company recorded stock-based compensation
  expense of $74,274 (2007 - $96,000; 2006 - $191,315). Of this amount, $17,870
  (2007 - $Nil; 2006 - $Nil) is included in additions in resource properties
  and $56,404 (2007 - $96,000; 2006 - $191,315) is recorded as stock-based
  compensation expense.

66

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                          |                                                                                                                                                           
|-- | ------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|8. | CAPITAL STOCK(Continued)
|   |                         
|   | (e)                      | Share purchase warrants                                                                                                                                   
|   |                          |                                                                                                                                                           
|   |                          | A summary of the status of share purchase warrants as of March 31,
  2008 and 2007 and changes during the years ended on those dates is presented
  below:

|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|---------------------------------------------------------------------------------------- |  |  | ------------------- | - | - | ---------------------------------------- |  |  | ------------------- | - | - | ---------------------------------------- | 
|                                                                                         |  |  | 2008                |   |   |                                          |  |  | 2007                |   |   |                                          | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|                                                                                         |  |  | Number 
  of Shares |   |   | Weighted 
  Average 
  Exercise 
  Price |  |  | Number 
  of Shares |   |   | Weighted 
  Average 
  Exercise 
  Price | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|Warrants outstanding and exercisable,
  beginning of year                                |  |  | 12,617,572          |   | $ | 0.13                                     |  |  | 5,200,000           |   | $ | 0.42                                     | 
|Issued                                                                                   |  |  |                    |   |   |                                         |  |  | 13,037,572          |   | $ | 0.13                                     | 
|Exercised                                                                                |  |  | (2,985,000          | ) | $ | 0.12                                     |  |  | (420,000            | ) | $ | 0.12                                     | 
|Expired                                                                                  |  |  | (487,572            | ) | $ | 0.40                                     |  |  | (5,200,000          | ) | $ | 0.15                                     | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|Warrants outstanding and exercisable, end
  of year                                      |  |  | 9,145,000           |   | $ | 0.15                                     |  |  | 12,617,572          |   | $ | 0.13                                     | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|                                                                                         |  |  |                     |   |   |                                          |  |  |                     |   |   |                                          | 
|As at March
  31, 2008 and 2007, the following share purchase warrants were outstanding:

|                           |  |   |          |  |  |                    |  |  |            | 
|-------------------------- |  | - | -------- |  |  | ------------------ |  |  | ---------- | 
|                           |  |   |          |  |  | Number of Warrants | 
|                           |  |   | Exercise |  |  |                    | 
|Expiry
  Date              |  |   | Price    |  |  | 2008               |  |  | 2007       | 
|                           |  |   |          |  |  |                    |  |  |            | 
|March 30,
  2008           |  | $ | 0.40     |  |  |                   |  |  | 487,572    | 
|April 12,
  2008 (Note 13) |  | $ | 0.15     |  |  | 6,895,000          |  |  | 9,130,000  | 
|November 17,
  2008        |  | $ | 0.15     |  |  | 2,250,000          |  |  | 3,000,000  | 
|                           |  |   |          |  |  |                    |  |  |            | 
|                           |  |   |          |  |  |                    |  |  |            | 
|                           |  |   |          |  |  | 9,145,000          |  |  | 12,617,572 | 
|                           |  |   |          |  |  |                    |  |  |            | 

|   |                                       |                                                                                                                                                                                                                                                                                                                                       
|-- | ------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | RELATED PARTY TRANSACTIONS           
|   |                                      
|   | During the year ended March 31, 2008:
|   |                                      
|   | ()a                                   | $Nil (2007 - $26,000; 2006 - $26,300) was paid for accounting and
  corporate services to a private company owned by a former director and former
  secretary of the Company;                                                                                                                                                         
|   |                                       |                                                                                                                                                                                                                                                                                                                                       
|   | ()b                                   | $112,018 (2007 - $104,697; 2006 - $59,540) was charged for office,
  occupancy and miscellaneous costs and salaries, and administrative services
  paid on behalf of the Company by Oniva International Services Corp.
  (Oniva), a private company owned by the Company and five other reporting
  issuers having common directors;
|   |                                       |                                                                                                                                                                                                                                                                                                                                       
|   | ()c                                   | $128,067 (2007 - $348,403; 2006 - $114,854) was charged to the
  Company for drilling services from ABC Drilling Services Inc. (ABC
  Drilling), a private company with common management. This amount has been
  capitalized under resource properties;                                                                            
|   |                                       |                                                                                                                                                                                                                                                                                                                                       
|   | ()d                                   | $35,610 (2007 - $29,706; 2006 - $6,524) was charged to the Company
  for exploration services from Bralorne Gold Mines Ltd., a public company with
  common directors and management. This amount has been capitalized under
  resource properties;                                                                                   

67

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|9. | RELATED PARTY TRANSACTIONS(Continued)                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|   | ()e                                                                                                                                                                                                                                                                                                                                                                                                   | $Nil (2007 - $13,930; 2006 - $30,000) was paid for consulting
  services to a private company controlled by a director of a related company;                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|   | ()f                                                                                                                                                                                                                                                                                                                                                                                                   | $30,000 (2007 - $12,500; 2006 - $Nil) was paid for management fees to
  a private company controlled by a director and officer of the Company;                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|   | ()g                                                                                                                                                                                                                                                                                                                                                                                                   | $Nil (2007 - $15,000; 2006 - $30,000) was paid for management fees to
  a private company controlled by a director and officer of the Company;                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|   | ()h                                                                                                                                                                                                                                                                                                                                                                                                   | $10,048 (2007 - $Nil; 2006 - $Nil) was paid for geological management
  fees to a private company controlled by a director of the Company. This
  amount has been capitalized under resource properties; and                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|   | ()i                                                                                                                                                                                                                                                                                                                                                                                                   | $6,763 (2007 - $10,658; 2006 - $Nil) was paid for geological
  management fees to a private company owned by a director of a related company
  with common management. This amount has been capitalized under resource
  properties.
|   |                                                                                                                                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                                                                     
|   | These charges were measured at the exchange amount, which is the
  amount agreed upon by the transacting parties. With the exception of the
  disclosure above, there are no stated terms of interest or repayment on
  balances owing by related parties to the Company.                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company takes part in a cost-sharing arrangement to reimburse
  Oniva for a variable percentage of its overhead expenses, to reimburse 100%
  of its out-of-pocket expenses incurred on behalf of the Company, and to pay a
  percentage fee based on the total overhead and corporate expenses. The
  agreement may be terminated with one months notice by either party.                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The amount due from a related party consists of $5,564 (2007 -
  $12,391; 2006 - $94,153) owing from ABC Drilling, which is the balance of an
  advance towards drilling services to be provided. Amounts due are without
  stated terms of interest or repayment.                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Amounts due to related parties include $21,999 (2007 - $32,256; 2006
  - $115,719) owed to Oniva, $53,985 (2007 - $68,069; 2006 - $61,317) owed to
  two public companies related by way of common directors, and $1,273 (2007 -
  $3,639; 2006 - $61,250) owed to three private companies controlled by
  directors of the Company. Amounts due are without stated terms of interest or
  repayment.

68

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                               
|--- | ----------------------------------------------
|10. | INCOME TAXES                                  
|    |                                               
|    | The components of income taxes are as follows:

|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- |  | - | ---------- | - | - | ---------- | - | - | ---------- | -
|                                                                                                                                                    |  |   | 2008       |   |   | 2007       |   |   | 2006       |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   | 28.70      | % |   | 34.12      | % |   | 34.12      | %
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|Future income taxes                                                                                                                                 |  |   |            |   |   |            |   |   |            |  
|Non-capital loss carry-forwards for
  Canadian income tax purposes                                                                                  |  | $ | 1,680,000  |   | $ | 1,294,000  |   | $ | 1,416,000  |  
|Taxable capital loss carry-forwards for
  Canadian income tax purposes                                                                              |  |   | 3,380,000  |   |   | 3,380,000  |   |   | 3,380,000  |  
|Excess of undepreciated capital cost over
  net book value of fixed assets                                                                          |  |   | 475,000    |   |   | 478,000    |   |   | 354,000    |  
|Excess of tax value over net book value of
  resource properties                                                                                    |  |   | 5,491,000  |   |   | 6,410,000  |   |   | 6,485,000  |  
|Share issue costs                                                                                                                                   |  |   | 16,000     |   |   |           |   |   |           |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   | 11,042,000 |   |   | 11,562,000 |   |   | 11,635,000 |  
|Approximate Canadian tax rate                                                                                                                       |  |   | 28.70      | % |   | 34.12      | % |   | 34.12      | %
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   | 3,169,054  |   |   | 3,944,954  |   |   | 3,969,862  |  
|Valuation allowance                                                                                                                                 |  |   | (3,169,054 | ) |   | (3,944,954 | ) |   | (3,969,862 | )
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                    |  | $ |           |   | $ |           |   | $ |           |  
|                                                                                                                                                    |  |   |            |   |   |            |   |   |            |  
|                                                                                                                                                   
|The valuation allowance reflects the Companys estimate that the tax
  assets, more likely than not, will not be realized.                         
|                                                                                                                                                   
|The non-capital losses that may be carried forward to apply against
  future years income for Canadian income tax purposes will expire as follows:

|             |  |   |           | 
|------------ |  | - | --------- | 
|Available to |  |   | Amount    | 
|             |  |   |           | 
|             |  |   |           | 
|2009         |  | $ | 111,000   | 
|2010         |  |   | 118,000   | 
|2014         |  |   | 174,000   | 
|2015         |  |   | 166,000   | 
|2026         |  |   | 257,000   | 
|2027         |  |   | 339,000   | 
|2028         |  |   | 515,000   | 
|             |  |   |           | 
|             |  |   |           | 
|             |  | $ | 1,680,000 | 
|             |  |   |           | 

69

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                               
|--- | ------------------------------------------------------------------------------------------------------------------------------
|10. | INCOME TAXES(Continued)                                                                                                       
|    |                                                                                                                               
|    | The
  reconciliation of income tax provision computed at statutory rates to the
  reported income tax provision is as follows:

|                                                                         |  |   |          |   |   |          |   |   |          |  
|------------------------------------------------------------------------ |  | - | -------- | - | - | -------- | - | - | -------- | -
|                                                                         |  |   | 2008     |   |   | 2007     |   |   | 2006     |  
|                                                                         |  |   |          |   |   |          |   |   |          |  
|                                                                         |  |   |          |   |   |          |   |   |          |  
|Income tax benefit computed at Canadian
  statutory rates                |  | $ | (196,107 | ) | $ | (80,803  | ) | $ | (136,628 | )
|Permanent differences                                                    |  |   | 17,077   |   |   | 32,983   |   |   | 64,458   |  
|Temporary differences not recognized in
  year                           |  |   | 3,364    |   |   | (3,394   | ) |   | (5,824   | )
|Reduction in future income taxes resulting
  in statutory rate reduction |  |   | 779,486  |   |   |         |   |   |         |  
|Valuation allowance adjustment due to
  unrecognized tax losses          |  |   | (603,820 | ) |   | (132,693 | ) |   | 77,994   |  
|                                                                         |  |   |          |   |   |          |   |   |          |  
|                                                                         |  |   |          |   |   |          |   |   |          |  
|Income tax provision (recovery)                                          |  | $ |         |   | $ | (183,907 | ) | $ |         |  
|                                                                         |  |   |          |   |   |          |   |   |          |  

| |                                                                                                                                                                                                                                                                                                                              
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Cash, exploration funds                                                                                                                                                                                                                                                                                                      
| |                                                                                                                                                                                                                                                                                                                              
| | Flow-through
  shares are issued by a company that incurs certain resource expenditures and
  renounces them for tax purposes allowing the expenditures to flow-through to
  the subscriber who purchased the shares. Subscribers may in turn claim
  expenditures as a deduction on their personal or corporate tax returns.
| |                                                                                                                                                                                                                                                                                                                              
| | The total
  amount of funds raised through the issuance of flow-through shares must be
  spent on qualified mineral exploration and are restricted to Canadian
  Exploration Expenditures (CEE) under Canadian income tax legislation.                                                                                     
| |                                                                                                                                                                                                                                                                                                                              
| | During
  fiscal 2007, the Company raised $297,000 from the issue of flow-through
  shares and has renounced this amount to the purchasers. As at March 31, 2008,
  the amount of flow-through proceeds remaining to be expended by the Company
  on CEE is approximately $nil (2007 - $96,132).                              

70

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                                                                                                                                                              
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|11. | SEGMENTED INFORMATION                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                              
|    | The
  Companys operations are limited to one industry segment, being the
  acquisition, exploration and development of mineral properties. Specific
  information pertaining to the Companys mineral properties, which are all
  located in Canada, is disclosed in Note 5.
|    |                                                                                                                                                                                                                                                                              
|12. | COMMITMENTS                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                              
|    | During the
  year, the Company entered into two vehicle lease agreements and is committed
  to vehicle lease payments of approximately $50,968. The leases expire between
  2011 and 2012 and the commitments for the next four years are as follows:                        

|     |  |   |        | 
|---- |  | - | ------ | 
|     |  |   |        | 
|     |  |   |        | 
|2009 |  | $ | 19,469 | 
|2010 |  | $ | 19,469 | 
|2011 |  | $ | 11,163 | 
|2012 |  | $ | 867    | 
|     |  |   |        | 

|    |                                                                                                                                                          |  | 
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
|13. | SUBSEQUENT EVENTS                                                                                                                                       
|    |                                                                                                                                                         
|    | Subsequent
  to March 31, 2008, 150,000 options were exercised for proceeds of $15,000 and
  1,000,000 warrants were exercised for proceeds of $150,000.
|    |                                                                                                                                                         
|    | Subsequent
  to March 31, 2008, 5,895,000 warrants expired on April 12, 2008.                                                                           

71

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   



|    |                                                                                                                       |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------- | ----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED STATES GENERALLY ACCEPTED
  ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)
|    |                                                                                                                      
|    | (a)                                                                                                                   | Recent US accounting pronouncements
|    |                                                                                                                       |                                    
|    |                                                                                                                       | (i)                                 | In May 2008, the Financial Accounting Standards Board (FASB)
  issued Statement of
  Financial Accounting Standards (SFAS) No. 163, Accounting for
  Financial Guarantee Insurance Contracts  An interpretation of FASB Statement
  No. 60. SFAS 163 requires that an insurance enterprise recognize a claim
  liability prior to an event of default when there is evidence that credit
  deterioration has occurred in an insured financial obligation. It also
  clarifies how Statement 60 applies to financial guarantee insurance
  contracts, including the recognition and measurement to be used to account
  for premium revenue and claim liabilities, and requires expanded disclosures
  about financial guarantee insurance contracts. It is effective for financial
  statements issued for fiscal years beginning after December 15, 2008, except
  for some disclosures about the insurance enterprises risk-management
  activities. SFAS 163 requires that disclosures about the risk-management
  activities of the insurance enterprise be effective for the first period
  beginning after issuance. Except for those disclosures, earlier application
  is not permitted. The adoption of this statement is not expected to have a
  material effect on the Companys financial statements.
|    |                                                                                                                       |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                       | (ii)                                | In May 2008,
  the FASB issued SFAS No. 162, The Hierarchy of Generally Accepted Accounting
  Principles. SFAS 162 identifies the sources of accounting principles and the
  framework for selecting the principles to be used in the preparation of
  financial statements of non-governmental entities that are presented in
  conformity with GAAP in the United States. It is effective 60 days following
  the SECs approval of the Public Company Accounting Oversight Board
  amendments to AU Section 411, The Meaning of Present Fairly in Conformity
  With Generally Accepted Accounting Principles. The adoption of this
  statement is not expected to have a material effect on the Companys
  financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                       |                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    |                                                                                                                       | (iii)                               | In March
  2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments
  and Hedging Activities  an amendment to FASB Statement No. 133. SFAS No.
  161 is intended to improve financial standards for derivative instruments and
  hedging activities by requiring enhanced disclosures to enable investors to
  better understand their effects on an entitys financial position, financial
  performance and cash flows. Entities are required to provide enhanced
  disclosures about: (a) how and why an entity uses derivative instruments; (b)
  how derivative instruments and related hedged items are accounted for under
  Statement 133 and its related interpretations; and (c) how derivative
  instruments and related hedged items affect an entitys financial position,
  financial performance and cash flows. It is effective for financial
  statements issued for fiscal years beginning after November 15, 2008, with
  early adoption encouraged. The Company is currently evaluating the impact of
  SFAS No. 161 on its financial statements, and the adoption of this statement
  is not expected to have a material effect on the Companys financial
  statements                                                                                                       

72

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                  |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--- | -------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)(Continued)
|    |                                                                                                                                 
|    | (a)                                                                                                                              | Recent US accounting pronouncements (Continued)
|    |                                                                                                                                  |                                                
|    |                                                                                                                                  | (iv)                                            | In December
  2007, the FASB issued SFAS
  No. 160, Non-controlling interests in Consolidated Financial
  Statements, an Amendment of ARB No. 51 (SFAS 160). SFAS 160 clarifies the
  accounting for non-controlling interests and establishes accounting and
  reporting standards for the non-controlling interest in a subsidiary,
  including classification as a component of equity. SFAS 160 is effective for
  fiscal years beginning after December 15, 2008. The Company does not
  currently have any minority interests.                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                  |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                  | (v)                                             | In February
  2007, the FASB issued SFAS 159, Fair Value Option for Financial Assets and
  Financial Liabilities. The fair value option established by this statement
  permits all entities to choose to measure eligible items at fair value at
  specified election dates. Most of the provisions of this statement apply only
  to entities that elect the fair value option. However, the amendment to FASB
  Statement No. 115, Accounting for Certain Investments in Debt and Equity
  Securities, applies to all entities with available-for-sale and trading
  securities. This statement is effective as of the beginning of an entitys
  first fiscal year that begins after November 15, 2007. The Company expects
  that this new pronouncement will have no impact on the Companys financial
  statements.
|    |                                                                                                                                  |                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                  | (vi)                                            | In December
  2007, the FASB issued SFAS No. 141(R), Business Combinations (SFAS 141(R)), which
  replaces SFAS 141. SFAF 141(R) requires assets and liabilities acquired in a
  business combination, contingent consideration and certain acquired
  contingencies to be measured at their fair values as of the date of
  acquisition. SFAS 141(R) also requires that acquisition-related costs and
  restructuring costs be recognized separately from the business combination.
  SFAS 141(R) is effective for fiscal years beginning after December 15, 2008 and
  will be effective for business combinations entered into after January 1,
  2009. There is no impact on the Companys financial statements                                                                                                         

73

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|--- | -------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)(Continued)
|    |                                                                                                                                 
|    | (b)                                                                                                                              | Resource properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|    |                                                                                                                                  | The acquisition in prior years of certain mining claims located in
  the Lillooet Mining Division, British Columbia, acquired from a director and
  the acquisition of the Congress 5% net smelter return from companies with
  common directors are accounted for at cost, being the market value of the
  shares issued as consideration. Under US GAAP, these acquisitions would have
  been recorded at the directors and related companies original cost. If
  these financial statements were prepared in accordance with US GAAP, capital
  stock would be reduced by $1,696,550.                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                  | Under Canadian GAAP, exploration and development expenditures are capitalized
  (Note 2(a)). Under Canadian GAAP, $17,870 of stock-based compensation expense
  is capitalized as resource property expenditures. Under US GAAP, all
  exploration and development expenditures are charged to expenses when
  incurred. Under US GAAP stock-based compensation is required to be charged to
  expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                  | Under Canadian income tax legislation, the Company is permitted to
  issue shares and agrees to incur qualifying expenditures and renounce the
  related income tax deductions to the investors. Under Canadian GAAP, the tax
  effect on renounced reserve expenditures on flow-through share issuances are
  treated as share issue costs whereas for US GAAP, this treatment is not
  allowed. Any issuance of flow-through shares are accounted for using Canadian
  GAAP. At the time of issue, the funds received are recorded as share capital.
  At the time the expenditures are renounced for tax purposes, the tax effect
  of the expenditures is debited to share capital and a related future tax
  liability is created. This liability may be subsequently removed in tax
  assets. For US GAAP, the premium paid in excess of the market value is
  credited to other liabilities and included in income as the qualifying
  expenditures are made and renounced.
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (c)                                                                                                                              | Marketable securities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                  | In 2007 under Canadian GAAP, marketable securities were stated at the
  lower of their written down value and market value. For 2008 under Canadian
  GAAP, the Company elected to treat its marketable securities as
  available-for-sale securities, unrealized gains and losses are included as
  part of comprehensive income, realized gains and losses are recognized in
  earnings in the period they occur. The accounting treatment utilized for
  marketable securities in 2008 under Canadian GAAP is consistent with the
  accounting treatment for marketable securities under US GAAP. Therefore, for
  2008 there is no discrepancy between Canadian and US GAAP for marketable
  securities.                                                                                                                                                                                                                                                                      
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | (d)                                                                                                                              | Contributed surplus                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 
|    |                                                                                                                                  | Under Canadian GAAP, stock-based payments are recorded
  as an expense over the vesting period or when the awards or rights are
  granted, with a corresponding increase to contributed surplus. When stock options
  are exercised, the corresponding fair value is transferred from contributed
  surplus to capital stock. Under US GAAP, stock-based payments are recorded as
  an expense over the vesting period with a corresponding increase to capital
  stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

74

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                  |                                                                                     | 
|--- | -------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- | 
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)(Continued)
|    |                                                                                                                                 
|    | (e)                                                                                                                              | Reconciliation of total assets, liabilities and shareholders equity
  at March 31:

|                                                                         |  |   |             |   |   |             |  
|------------------------------------------------------------------------ |  | - | ----------- | - | - | ----------- | -
|                                                                         |  |   | 2008        |   |   | 2007        |  
|                                                                         |  |   |             |   |   |             |  
|Total assets for Canadian GAAP                                           |  | $ | 1,702,235   |   | $ | 1,747,631   |  
|Adjustments to US GAAP                                                   |  |   |             |   |   |             |  
|Marketable
  securities                                                  |  |   |            |   |   | 7,853       |  
|Capitalized
  mineral expenditures                                       |  |   | (1,365,721  | ) |   | (1,012,187  | )
|                                                                         |  |   |             |   |   |             |  
|Total assets for US GAAP                                                 |  | $ | 336,514     |   | $ | 743,297     |  
|                                                                         |  |   |             |   |   |             |  
|                                                                         |  |   |             |   |   |             |  
|Total liabilities for Canadian GAAP                                      |  | $ | 199,424     |   | $ | 163,429     |  
|Adjustments to US GAAP                                                   |  |   |            |   |   |            |  
|                                                                         |  |   |             |   |   |             |  
|Total liabilities for US GAAP                                            |  | $ | 199,424     |   | $ | 163,429     |  
|                                                                         |  |   |             |   |   |             |  
|                                                                         |  |   |             |   |   |             |  
|Total capital stock for Canadian GAAP                                    |  | $ | 22,620,793  |   | $ | 22,160,953  |  
|Adjustments to US GAAP                                                   |  |   |             |   |   |             |  
|Contributed
  surplus (Note 14(d))                                       |  |   | 350,949     |   |   | 319,015     |  
|Congress
  adjustment (Note 14(b))                                       |  |   | (1,696,550  | ) |   | (1,696,550  | )
|Flow-through
  shares                                                    |  |   | 183,907     |   |   | 183,907     |  
|                                                                         |  |   |             |   |   |             |  
|Total capital stock for US GAAP                                          |  | $ | 21,459,099  |   | $ | 20,967,325  |  
|                                                                         |  |   |             |   |   |             |  
|                                                                         |  |   |             |   |   |             |  
|Total deficit for Canadian GAAP                                          |  | $ | (21,470,523 | ) | $ | (20,895,766 | )
|Adjustments to US GAAP                                                   |  |   |             |   |   |             |  
|Exploration
  adjustments                                                |  |   | (1,365,721  | ) |   | (1,012,187  | )
|Congress
  adjustment (Note 14(b))                                       |  |   | 1,696,550   |   |   | 1,696,550   |  
|Flow-through
  shares                                                    |  |   | (183,907    | ) |   | (183,907    | )
|                                                                         |  |   |             |   |   |             |  
|Total deficit for US GAAP                                                |  | $ | (21,323,601 | ) | $ | (20,395,310 | )
|                                                                         |  |   |             |   |   |             |  
|                                                                         |  |   |             |   |   |             |  
|Other comprehensive income per Canadian GAAP                             |  | $ | 1,592       |   | $ |            |  
|Adjustments
  to US GAAP                                                 |  |   |             |   |   |             |  
|Marketable
  securities adjustments                                      |  |   |            |   |   | 7,853       |  
|                                                                         |  |   |             |   |   |             |  
|Other comprehensive income per US GAAP                                   |  | $ | 1,592       |   | $ | 7,853       |  
|                                                                         |  |   |             |   |   |             |  
|                                                                         |  |   |             |   |   |             |  
|Total liabilities, capital stock and shareholders deficit per US
  GAAP |  | $ | 336,514     |   | $ | 743,297     |  
|                                                                         |  |   |             |   |   |             |  

75

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                  |                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)(Continued)
|    |                                                                                                                                 
|    | (f)                                                                                                                              | Reconciliation of loss reported in accordance with Canadian GAAP and
  US GAAP for the years ended March 31:

|                                                                              |  |   |            |   |   |            |  
|----------------------------------------------------------------------------- |  | - | ---------- | - | - | ---------- | -
|                                                                              |  |   | 2008       |   |   | 2007       |  
|                                                                              |  |   |            |   |   |            |  
|                                                                              |  |   |            |   |   |            |  
|Net loss per
  Canadian GAAP                                                  |  | $ | (574,757   | ) | $ | (236,819   | )
|Adjustments
  decreasing (increasing) net loss Flow-through shares            |  |   |           |   |   | (183,907   | )
|Stock-based compensation included in
  resource properties for year           |  |   | (17,870    | ) |   |           |  
|Exploration
  and development expenditures for year                           |  |   | (335,664   | ) |   | (463,136   | )
|                                                                              |  |   |            |   |   |            |  
|                                                                              |  |   |            |   |   |            |  
|Net loss per
  US GAAP                                                        |  | $ | (928,291   | ) | $ | (883,862   | )
|                                                                              |  |   |            |   |   |            |  
|                                                                              |  |   |            |   |   |            |  
|Net loss per
  common share Canadian GAAP - Basic                             |  | $ | (0.01      | ) | $ | (0.01      | )
|                                                                              |  |   |            |   |   |            |  
|                                                                              |  |   |            |   |   |            |  
|Net loss per
  common share for US GAAP                                       |  | $ | (0.02      | ) | $ | (0.02      | )
|                                                                              |  |   |            |   |   |            |  
|                                                                              |  |   |            |   |   |            |  
|Weighted
  average number of common shares outstanding (Canadian and US GAAP) |  |   | 43,620,661 |   |   | 37,710,637 |  
|                                                                              |  |   |            |   |   |            |  

| |     |                                                 
| | --- | ------------------------------------------------
| | (g) | Comprehensive loss for the years ended March 31:

|                                                     |  |   |          |   |   |          |  
|---------------------------------------------------- |  | - | -------- | - | - | -------- | -
|                                                     |  |   | 2008     |   |   | 2007     |  
|                                                     |  |   |          |   |   |          |  
|                                                     |  |   |          |   |   |          |  
|Net loss per
  US GAAP                               |  | $ | (928,291 | ) | $ | (883,862 | )
|Differences in fair value of marketable
  securities |  |   |         |   |   | (28,331  | )
|                                                     |  |   |          |   |   |          |  
|                                                     |  |   |          |   |   |          |  
|Comprehensive
  loss per US GAAP                     |  | $ | (928,291 | ) | $ | (912,193 | )
|                                                     |  |   |          |   |   |          |  

76

---



|                                   
|-----------------------------------
|LEVON RESOURCES LTD.               
|(An Exploration Stage Company)     
|Notes to Financial Statements      
|Years Ended March 31, 2008 and 2007
|(Canadian Dollars)                 
|                                   

|    |                                                                                                                                  |                                                      
|--- | -------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------
|14. | DIFFERENCES BETWEEN CANADIAN AND UNITED
  STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (CANADIAN GAAP AND US GAAP)(Continued)
|    |                                                                                                                                 
|    | (h)                                                                                                                              | Statement of cash flows for the years ended March 31:

|                                                                                                                     |  |   |          |   |   |          |  
|-------------------------------------------------------------------------------------------------------------------- |  | - | -------- | - | - | -------- | -
|                                                                                                                     |  |   | 2008     |   |   | 2007     |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net cash
  used in operating activities of continuing operations in accordance with
  Canadian GAAP                  |  | $ | (533,399 | ) | $ | (315,411 | )
|                                                                                                                     |  |   |          |   |   |          |  
|Adjustments to net loss involving use of
  cash
  Write-off expenditures on mineral interests                        |  |   | (293,470 | ) |   | (463,136 | )
|Stock-based
  compensation included in resource properties                                                           |  |   | (17,870  | ) |   |         |  
|Resource
  properties expenditures included in accounts payable                                                      |  |   | (42,194  | ) |   |         |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net cash
  used in operating activities of continuing operations in accordance with US
  GAAP                        |  |   | (886,933 | ) |   | (778,547 | )
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net cash
  used in investing activities of continuing operations in accordance with
  Canadian GAAP                  |  |   | (291,370 | ) |   | (453,510 | )
|                                                                                                                     |  |   |          |   |   |          |  
|Reclassification
  of expenditures on mineral property interests                                                     |  |   | 293,470  |   |   | 463,136  |  
|Reclassification
  of stock-based compensation included in resource properties                                       |  |   | 17,870   |   |   |         |  
|Reclassification
  of resource properties expenditures included in accounts payable                                  |  |   | 42,194   |   |   |         |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net cash
  provided by investing activities of continuing operations in accordance with
  US GAAP                    |  |   | 62,164   |   |   | 9,626    |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net cash
  flows provided by financing activities of continuing operations in accordance
  with Canadian and US GAAP |  |   | 417,500  |   |   | 662,997  |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Net decrease
  in cash in accordance with Canadian and US GAAP                                                       |  |   | (407,269 | ) |   | (105,924 | )
|                                                                                                                     |  |   |          |   |   |          |  
|Cash,
  beginning of year in accordance with Canadian and US GAAP                                                    |  |   | 628,599  |   |   | 734,523  |  
|                                                                                                                     |  |   |          |   |   |          |  
|                                                                                                                     |  |   |          |   |   |          |  
|Cash, end of
  year in accordance with Canadian and US GAAP                                                          |  | $ | 221,330  |   | $ | 628,599  |  
|                                                                                                                     |  |   |          |   |   |          |  

77

---



SIGNATURE

The registrant hereby certifies
that it meets all of the requirements for filing on Form 20-F and that it has
duly caused and authorized the undersigned to sign this annual report on its
behalf.

|                        |                        |                                            
|----------------------- | ---------------------- | -------------------------------------------
|Dated: October 14, 2008 | LEVON
  RESOURCES LTD.
|                        |                        |                                            
|                        | By:                    | /s/ Ron Tremblay                           
|                        |                        |                                            
|                        |                        | Ron Tremblay, Principal
  Executive Officer

78

---



Exhibit Index

|                 |  |                                                                          
|---------------- |  | -------------------------------------------------------------------------
|Exhibit
  Number |  | Name                                                                     
|                 |  |                                                                          
|1.1              |  | Memorandum of Levon
  Resources Ltd. *                                   
|1.2              |  | Articles of Levon
  Resources Ltd. *                                     
|12.1             |  | Certification of the
  Principal Executive Officer                       
|12.2             |  | Certification of the
  Principal Financial Officer                       
|13.1             |  | Certificate of Principal
  Executive Officer under the Sarbanes-Oxley Act
|13.2             |  | Certificate of Principal
  Financial Officer under the Sarbanes-Oxley Act

---

79

---