UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549


FORM 20-F/A
  (Amendment No. 1)





o

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934ORx

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For fiscal year ended March 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ____ to ______ORo

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report:





Commission file number: 000-13248










LEVON RESOURCES LTD.(Exact name of Registrant as specified in its charter)Province of British Columbia, Canada(Jurisdiction of incorporation or organization)570 Granville Street, Suite 900

Vancouver, British Columbia V6C 3P1, Canada(Address of principal executive offices)
  Ron Tremblay

570 Granville Street, Suite 900

Vancouver, British Columbia V6C 3P1, Canada

Tel:604-682-3701

Email: rontremblay@levon.com(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)





Securities registered pursuant to Section 12(b) of the Act:                                                                                                           None
 
 Securities registered pursuant to Section 12(g) of the Act:                                                                                                           Common Shares, no par value


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










Indicate the number of outstanding shares of each of the Registrant’s classes of capital or common stock as of the close of the period covered by the annual report:  66,547,516 common shares as at March 31, 2010





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





Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes xNo o





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every  Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes oNo 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 Reporting Standards as issuedoOther  x


by the International Accounting Standards Board





If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow:





Item 17 x                      Item 18  o


If this is 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













EXPLANATORY NOTE




The Registrant hereby files this amendment number one to its Annual Report on Form 20-F, as originally filed on October 15, 2010 to amend the Registrant’s disclosure throughout Part I in Items 4, 6  and 7 as follows:




Part I. Item 4.D. –
Additional disclosure has been provided to clarify and expand on the description of the Registrant’s Cordero Project in Chihuahua State, Mexico, including, but not limited to, additional disclosure regarding the Registrant’s ownership interests in the project, the mineral claims that constitute the project, and information regarding location and access to the project.  The Registrant has also clarified that its other projects and property holdings are not currently material to the Registrant.




Part I. Item 6.A. –
Additional disclosure has been provided describing the approximate percentage of professional time the Registrant’s executive officers devote to the Registrant’s business.


Part. I. Item 7.B. –
Additional disclosure has been provided to clarify the names of the related parties in the disclosed related party transactions of the Registrant.




Except to update the address for the Registrant’s principal executive offices, this amendment does not reflect events occurring after October 15, 2010, the date of the filing of the Company’s original Annual Report on Form 20-F, or modify or update those disclosures that may have been affected by subsequent events.  Except as disclosed above, no other disclosure contained in the original Annual Report on Form 20-F as filed on October 15, 2010, has been amended, altered or updated.








TABLE OF CONTENTS




INTRODUCTION
1CURRENCY
1FORWARD-LOOKINGSTATEMENTS
1CAUTIONARY NOTE TO UNITEDSTATES INVESTORS CONCERNING ESTIMATE OF MEASURED AND INDICATED MINERAL RESOURCES
1GLOSSARY OF MININGTERMS
2PARTI

4Item1.
Identity ofDirectors, Senior Management and Advisors
4Item2.
Offer Statisticsand Expected Timetable
4Item3.
Key Information
4Item4.
Informationon the Company
10Item5.
Operatingand Financial Review and Prospects
27Item6.
Directors, Senior Management and Employees
31Item7.
Major Shareholdersand Related Party Transactions
39Item8.
Financial Information
41Item9.
The Offer andListing
42Item10.
AdditionalInformation
43Item11.
Quantitative and QualitativeDisclosures about Market Risk
49Item12.
Description ofSecurities Other than Equity Securities
49PARTII

49Item13.
Defaults, Dividend Arrearages and Delinquencies
49Item 14.
Material Modificationsto the Rights of Security Holders and Use of Proceeds
49Item 15T.
Controlsand Procedures
49Item 16A.
Audit CommitteeFinancial Expert
50Item 16B.
Code ofEthics
51Item 16C.
PrincipalAccountant Fees and Services
51Item 16D.
Exemptionsfrom the Listing Standards for Audit Committees
51Item 16E.
Purchasesof Equity Securities by the Issuer and Affiliated Purchasers
51Item 16F.
Changes in Registrants Certifying Accountant
51Item 16G.
Corporate Governance
51PARTIII

5252Item17.
FinancialStatements
52Item 18.
FinancialStatements
52Item19.
Exhibits
52









Introduction




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", “our” or "us" refers to Levon Resources Ltd.





Levon Resources Ltd. 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 900, 570 Granville Street, Vancouver, British Columbia V6C 3P1, Canada.





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 United States Investors Concerning Estimate of Measured and Indicated Mineral Resources





This Annual Report uses the term “measured resources”. We advise United States investors that although the terms "measured resources" and “indicated resources” are recognized and required by Canadian regulations, the United States Securities and Exchange Commission, referred to as the "SEC", does not recognize them. United States 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.


1




Glossary of Mining Termsau

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.breccia

A rock in which angular fragments are surrounded by a mass of finer-grained material.chert

A rock resembling flint and consisting essentially of crypto-crystalline quartrz or fibrous chalcedony.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.diamond drill

A rotary type of rock drill that cuts a core of rock that is recovered in long cylindrical sections, two centimeters or more in diameter.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.intrusive

A rock mass formed below earth’s surface from magna which has intruded into a preexisting rock mass.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.lode claim

A mining claim on an area containing a known vein or lode.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.  2
  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.porphyry

Rock type with mixed crystal sizes, ie. containing larger crystals of one or more minerals.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.prefeasibility study and preliminary feasibility study

Each means a comprehensive study of the viability of a mineral project that hasadvanced 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.pyrite

Iron sulphide mineral.quartz

Silica or SiO2, a common constituent of veins, especially those containing gold and silver mineralization.silification

A  process of fossilization whereby the original organic components of an organism are replaced by silica, as quartz chalcedony, or opal.sulfidation

In conditioning a flotation pulp, addition of soluble alkaline sulfides in aqueous solution to produce a sulfide-metal layer on an oxidized ore surface.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).trench

A long, narrow excavation dug through overburden, or blasted out of rock, to expose a vein or ore structure.veins

The mineral deposits that are found filling openings in rocks created by faults or replacing rocks on either side of faults.


3





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, 2010, 2009, 2008, 2007, and 2006 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, 2010, 2009 and 2008 are included in this Annual Report.  The selected historical financial information for each year ended March 31, 2007 and 2006, 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 Annual Report are also prepared under Canadian GAAP.  Included within these financial statements in Note 16 is a reconciliation between Canadian GAAP and United States generally accepted accounting principles, which is referred to as "US GAAP", which differ, among other things, in respect to the recording of deferred exploration expenditures, recording of the investments in marketable securities, and recognition of future income tax benefits on renouncement of Canadian exploration expenditures to flow-through investors.





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





Canadian GAAP

Year Ended March 31,2010


2009


2008


2007


2006Summary of Operations:Interest and miscellaneous Income

$
756


$
9,119


$
11,579


$
14,071


$
11,466Income tax recovery


-



-



-



183,907



-ExpensesGeneral and administrative


(745,785
)


(326,030
)


(592,925
)


(428,530
)


(483,466
)Write-down of mining properties


-



-



-



-



(3,656
)Write-down investments


-



-



-



(9,979
)


-Recovery of mineral property costs


-



-



-



3,712



45,664Net Income (loss) for year


(730,892
)


(330,822
)


(574,757
)


(236,819
)


(429,992
)Income (loss) per share


(0.01
)


(0.01
)


(0.01
)


(0.01
)


(0.02
)


4




As at March 31,2010


2009


2008


2007


2006Balance Sheet Data:Total assets

$
5,218,445


$
1,780,044


$
1,702,235


$
1,747,631


$
1,526,119Cash and term deposits


2,020,948



295,736



221,330



628,599



734,523Restricted cash


-



-



-



-



-Total liabilities


208,714



203,065



199,424



163,429



315,488Capital stock


26,187,285



22,941,591



22,620,793



22,160,953



20,883,010Shareholders' equity


5,009,731



1,576,979



1,502,811



1,584,202



1,210,631Number of Shares Issued


66,547,516



50,389,483



44,239,483



40,784,483



27,286,911








US GAAP

As at March 31,2010


2009


2008


2007


2006Summary of Operations:Net Income (loss) per Canadian GAAP

$
(730,892
)

$
(330,822
)

$
(574,757
)

$
(236,819
)

$
(429,992
)Adjustments


(1,682,576
)


93,836



(353,534
)


(647,043
)


(202,308
)Net Income (loss) per US GAAP


(2,413,468
)


(236,986
)


(928,291
)


(883,862
)


(632,300
)Income (loss) per share per US GAAP


(0.04
)


(0.01
)


(0.02
)


(0.02
)


(0.02
)








As at March 31,2010


2009


2008


2007


2006Balance Sheet Data:Total assets under Canadian GAAP

$
5,218,445


$
1,780,044


$
1,702,235


$
1,747,631


$
1,526,119Adjustments


(2,954,461
)


(1,271,885
)


(1,365,721
)


(1,004,334
)


(522,845
)Total assets under US GAAP


2,263,984



508,159



336,514



743,297



1,003,274Total capital stock under Canadian GAAP


26,187,285



22,941,591



22,620,793



22,160,953



20,883,010Adjustments


(1,512,643
)


(1,512,643
)


(1,512,643
)


(1,512,643
)


(1,696,550
)Total capital stock under US GAAP


24,674,642



21,428,948



21,108,150



20,648,310



19,186,460




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 EndedMarch 31,

Average


Period End


High


Low2006


1.1935



1.1671



1.2704



1.13222007


1.1386



1.1529



1.1853



1.09902008


1.0327



1.0279



1.1584



0.91702009


1.1264



1.2602



1.3000



0.98442010


1.0904



1.0156



1.2643



1.0113




5




The following table sets forth the high and low exchange rate for the past six months based on the noon buying rate.  As of October 7, 2010, the exchange rate was CDN$1.0166 for each US$1.00.





Month

High


LowApril 2010


1.0201



0.9961May 2010


1.0778



1.0116June 2010


1.0606



1.0199July 2010


1.0660



1.0284August 2010


1.0642



1.0158September 2010


1.0520



1.0222





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. Our ability to raise funds will depend on several factors, including, but not limited to, current economic conditions, our properties, our prospects, metal prices, businesses competing for financing and our financial condition. There can be no assurance that we will be able to raise funds, or to raise funds on commercially reasonable terms.





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.




6





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.




Competition for recruitment and retention of qualified personnel.  We compete with other exploration companies, many of which have greater financial resources than us or are further in their development, for the recruitment and retention of qualified employees and other personnel.  Competition for exploration resources at all levels is currently very intense, particularly affecting the availability of manpower, drill rigs and supplies.  If we require and are unsuccessful in acquiring additional personnel or other exploration resources, we will not be able to grow at the rate we desire or at all.





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.




7





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.





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.




Dependence on management.  We are dependent on the services of key executives including our President and Chief Executive Officer and other highly skilled and experienced executives and personnel focused on advancing our corporate objectives as well as the identification of new opportunities for growth and funding.  Due to our relatively small size, the loss of these persons or our inability to attract and retain additional highly skilled employees required for our activities may have a material adverse effect on our business and financial condition.





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 2010 fiscal year, the Company's common share price fluctuated on the TSX Venture Exchange between a low of $0.11 and a high of $0.95. Subsequent to the 2010 fiscal year, the Company's common share price has fluctuated between a low of $0.50 and a high of $1.26. Significant fluctuations in the Company's common share price is likely to continue, and could potentially increase in the future.




8





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 United States court predicated solely upon such civil liabilities would probably be enforceable in Canada by a Canadian court if the United State 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, 2010, we had a net loss of $730,892 and an accumulated deficit on March 31, 2010 of $22,532,237. The Company has not generated revenues from operations and does not expect to general revenues from operations until one or more of its properties are placed in production. There is no assurance that any of the Company’s properties will be placed in production or that the Company’s operations will be profitable in the future.





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 ofminerals; 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 morestringent implementation thereof could have a substantial adverse impact on the Company. Applicable laws andregulations 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 aparticular 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.




9





Penny stock rules may make it more difficult to trade the Company’s common shares.The SEC 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.




Political or economic instability or unexpected regulatory change.Certain of our properties are located in countries, provinces and states more likely to be subject to political and economic instability, or unexpected legislative change, than is usually the case in certain other countries, provinces and states.  Our mineral exploration activities could be adversely effected by:




·
political instability and violence;




·
war and civil disturbances;




·
expropriation or nationalization;




·
changing fiscal regimes;




·
fluctuations in currency exchange rates;




·
high rates of inflation;




·
underdeveloped industrial and economic infrastructure;




·
changes in the regulatory environment governing mineral properties; and




·
unenforceability of contractual rights,




any of which may adversely affect our business in that country.




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 Mexico and the United States. The Company’s financial results are reported in Canadian Dollars. Any appreciation in the currency of the United States, Mexico or other countries where we may carryout exploration activities against the Canadian or U.S. Dollar will increase our costs of carrying out operations in such countries.  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.





Item 4.    Information on the Company





Cautionary Note to United States 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.  United States 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





The Company 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. The principal executive office of the Company is located at 570 Granville Street, Suite 900, Vancouver, British Columbia, Canada, V6C 3P1 and its phone number is 604-682-3701.




10





The Company is a natural resource company, primarily engaged in the acquisition, exploration and development of natural resource properties. The Company’s principal business activities have been the exploration of mineral properties located in British Columbia, Canada where it has certain interest in three mineral properties including the Congress, Goldbridge (also known as the “BRX claims) and Wayside claims.  The Company also holds certain interest in three mineral properties located in Nevada, U.S., the Eagle Claims, the Norma Sass and the Ruf Claims. In addition, during the last fiscal year, the Company signed a Letter of Intent whereby the Company will earn a 51% interest in the Cordero property in Mexico.





Since April 1, 2007, the Company has made aggregate principle capital expenditures of $2,196,719 on its resource properties of which $1,814,465 was spent on the Cordero-Sanson, $383,140 was spent on the Congress, and the Company had a recovery of $886 on the Goldbridge (BRX). Please refer to Note 7 of the financial statements (Item 17) for information regarding the Company’s principal capital expenditures on its mineral properties.





With funds made available through private placement financings, exploration programs have been on-going on each of the Company’s properties and most recently on the Cordero-Sanson Property in Mexico.





In recent years, the Company had not carried out exploration work on the Eagle or Norma Sass/Ruf Claims because of the minority interest it holds in the claims. However, during fiscal 2009, the Company and Coral Gold Resources Ltd. (“Coral”) entered into an agreement with Barrick Gold Exploration Inc. (“Barrick”) for an option for Barrick to acquire up to an aggregate of 75% interest in the claims with a further option to buy-out the claims by paying US$6,000,000 and granting a 2% net smelter returns royalty.  In September 2010, Barrick elected to terminate this agreement.





The Company’s common shares 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 OTCBB under the symbol “LVNVF”.





B.           Business Overview





Operations and Principal Activities





Levon is a Canadian-based “exploration stage company” focusing on silver and gold exploration. The Company’s most recent activities have been conducted on the Cordero-Sanson Property located in Chihuahua, Mexico. In February 2009, the Company signed a Letter of Intent with Valley High Ventures Ltd. (“Valley High”), whereby Levon would earn a 51% interest in Valley High’s wholly owned Cordero-Sanson Property (“Cordero”). The Company was required to make a cash payment of US$10,000 (CDN$12,513) and spend CDN$1,250,000 by the end of February 2013 with a first year commitment of CDN$250,000 to explore and develop the Cordero Property.  The Company designed and led the exploration through 2009 and by early 2010, had completed the required earn-in commitment.





Prior years had exploration 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.





The Company also holds 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.





In September 2008, the Company and Coral Gold Resources Ltd.’s (“Coral”) wholly-owned U.S. subsidiary, Coral Resources, Inc. (“CRI”) entered into an exploration, development and mine operating agreement (the “Agreement”) with Barrick Gold Exploration Inc. (“Barrick”), wherein Barrick is granted the option to acquire up to a 75% interest in CRI’s and the Company’s interests in the Norma Sass Property, Nevada, consisting of 36 unpatented mining claims. On September 24, 2010, Barrick elected to terminate the agreement.





The Company is an "exploration stage company", as all of its properties are currently in the exploratory stage of development. The Company has 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 its 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.




11





Significant Acquisitions and Significant Dispositions




The Company has 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 the Company’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, the Company 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





Certain of the Company’s operations are conducted in British Columbia.  The weather during the colder seasons in these areas can be extreme and can cause interruptions or delays in the Company’s 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 properties is easier.  In the summer months, however, if the weather has been unusually hot and dry, access to the Company’s properties 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.





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.




12





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




Subsequent to March 31, 2010, the Company incorporated two wholly owned subsidiaries incorporated under the laws of Mexico, namely Administración de Proyectos Levon en México, S.A. de C.V. and Minera El Camino, S.A. de C.V. and two wholly owned subsidiaries incorporated under the laws of British Virgin Islands, namely Aphrodite Asset Holdings Ltd. and Turney Assets Limited.


.





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, the Company focused its exploration activities on its properties located in British Columbia, Canada. These are 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 50 with main industriesincluding ranching, guiding, tourism and mining. Facilities include a first aid station, moteland 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 Company’s current focus is on the exploration of the Cordero property located in the Chihuahua State of Mexico.  The property and region host excellent infrastructure with ample power and water plus easy road access.  The nearby town of Hidalgo Del Parral (pop. 102,000), just 35 km southwest by road, offers a rail head, supplies and skilled mining labor.




Cordero Project, Chihuahua State, Mexico











Ownership. The Company owns a 51% interest in the property.  The mining claims are 51% owned by Levon and 49% held in trust for Valley High according to the Joint Venture agreement.  Notoraized surface access agreements are in place with all surface rights owners for all the mining claims.  The surface access rights agreements with local family ranches are all transferable to third parties as are all underlying mining claim agreements within the historical Cordero mining district.




13




The Cordero project staked claims are owned 100% by Minera Titan S.A. de C.V. - a wholly owned Mexican subsidiary of Valley High.  Optioned claims at the Cordero project are optioned to Minera Titan.




Mining claims owned by Levon through Minera Titan are staked claims, good in perpetuity as long as annual assessment work and filings are completed. The annual assessment work is minimal and annual reporting is due in May; the Company has satisfied its assessment and reporting requirements for 2010. Underlying agreements for mining claims are notarized option to purchase agreements, are good in perpetuity as long as payments are made or if the capped 2% net smelter royalty total purchase price of $3.5 million is met.   All option agreement payments apply to the capped net smelter royalty purchase price.  All option payments to date total about $1.5 million toward the option purchase.  See the table below for option payment information.




The Cordero project mining claims are all unpatented federal lode mining claims under Mexican law, which provide mineral exploration and mining rights. The annual payments for the optioned mining claims  and the annual assessment on the staked mining claims are all owned and administered and maintained by Minera Titan.




The total area of the Levon claim holdings at its Cordero project is approximately 19,884 hectares. The table below lists Levon’s Cordero project claims and agreement obligations:









14


Table 1: Levon Resources Ltd.

Mexican Cordero Properties

January 6, 2011Project
State
Company
Claim Name
Title No.
Area (ha)
Ownership
Option Payment
Mining Taxes
Assessment Filing
Additional NotesCordero
Chihuahua, MX
Minera Titan S.A. de C.V.



Mexico: 28191*1
Sansón
230434
7,510.8325
100% Titan





































(underlying 2% NSR to Apex)
n/a
Paid to December 31, 2010
Complete to May 2011
Titan II (Formally Irmita) and Peral acquired in public auction in October 2010.

Survey work filed for both Titan II and Perla.



San Pedro purchased (100%) from Cordilleras in 2010.Sansón I
231280
950.0000
n/a
Paid to December 31, 2010
Complete to May 2011Sansón II
231281
400.0000
n/a
Paid to December 31, 2010
Complete to May 2011Sansón fracción 1
228104
0.0763
n/a
Paid to December 31, 2010
Complete to May 2011Sansón fracción 2
228105
0.0906
n/a
Paid to December 31, 2010
Complete to May 2011Titán
235089
1,700.0000
n/a
Paid to December 31, 2010
Complete to May 2011Titán I
235090
8,150.0000
n/a
Paid to December 31, 2010
Complete to May 2011Titán II
16/39514*
100.0000
n/a
No taxation until titled
No assessment until titledPerla
16/39609*
400.0000
n/a
No taxation until titled
No assessment until titledSan Pedro
215161
1.9422
n/a
Paid to December 31, 2010
Complete to May 2011Unif. Cordero
171994
218.8613
Held under option by Titan to acquire 100% interest from Jandrina, S. de R.L. (Fernando Riscon)
$150,000 (due Feb. 21, 2011)

$220,000 (due Feb. 21, 2012)

$1,470,000 (due Feb. 21, 2013)

2% NSR; up to 1% can be purchased at a rate of US$500,000 per 0.5%; (optionee retains first right of refusal on remaining NSR).
Paid to December 31, 2010
Complete to May 2011
San Octavio subject to the JV paying a debt to be deducted from the February 20, 2011 option payment.



Survey work filed for Todos SantosArgentina
179438
3.9140
Paid to December 31, 2010
Complete to May 2011Catas de Plateros
177836
2.0000
Paid to December 31, 2010
Complete to May 2011Sergio
214655
9.8172
Paid to December 31, 2010
Complete to May 2011El Santo Job
213841
155.5708
Paid to December 31, 2010
Complete to May 2011Todos Santos
16/45751*
2.5042
No taxation until titled
No assessment until titled
   15
   Project
State
Company
Claim Name
Title No.
Area (ha)
Ownership
Option Payment
Mining Taxes
Assessment Filing
Additional NotesJosefina
172145
6.0750
Held under option by Titan to acquire 100% interest from Mr. Elroy Herrera
$150,000 (due Feb. 21, 2011)

$300,000 (due Feb. 21, 2012)

$1,500,000 (due Feb. 21, 2013)

1% NSR (optionee retains first right of refusal on remaining 1% NSR)
Paid to December 31, 2010
Complete to May 2011
Berta claim has an attached debt to be paid by vendor of P$386,000 (~US$30,000); this is to be paid by the JV and then deducted from the Feb/2011 paymentBerta
182264
16.5338
Paid to December 31, 2010
Complete to May 2011La Unidad dos
212981
175.7555
Paid to December 31, 2010
Complete to May 2011La Unidad
178498
78.2960
Paid to December 31, 2010
Complete to May 2011San Octavio
165481
2.0000
Fernando Riscon
n/a
Paid to December 31, 2010
N/A (<10 ha total area)
San Octavio Claim has a P$447,624.72 debt attached to it; Riscon has agreed to transfer the claim for payment of the debt (+16% VAT), or a total of P$519,244.68.TOTAL AREA (All Tenures)   19,884.2694 ha                               *Application Number (title number provided when tenure granted)





16




Location and Access.  The Cordero project is located 180 km south of the city of Chihuahua and 40 km north of the mining town of Hildalgo Del Parral in south central Chihuahua, Mexico.  The property is accessed by two wheel drive vehicles from Chihuahua State Highway 16 at the east ranch road turn off at highway mile post 150 km.  The property covers rolling, low relief cattle ranch land in a high desert environment.  Work within the project area can be carried out year round although 4x4 vehicles are sometimes required for transport during the “wet” season.




Surface Access Rights.  We have notarized agreements for exploration surface rights with all ranch owners with lands on our mining claims.  The surface rights agreements require monthly rental payments to remain in good standing.  The surface rights agreements are of unlimited term and are transferable to any assigned third party. As of March 31, 2010, our average monthly payments were approximately $10,000 and we had promptly made all required payments.




Infrastructure. To accommodate processing, sampling and storing the drill core, the Company has built three core sheds to store the core samples, including the rehabilitation of an adobe hay barn that serves as a field office, core sampling facilities and core storage.  The Company constructed a water supply station to supply water to the core shed facilities and the core drills.   There are no mining facilities or equipment at the project since it is an exploration stage project.




Exploration Costs.  Exploration expenditures to date total about $10 million. The Company is completing the 59,000 meter $14.1 million Phase 3 exploration program presently, as described above. The Company is preparing for a seamless transition into a Phase 4 exploration drilling program to delineate the limits of the Pozo de Plata Diatreme discovery and the Cordero Porphyry discovery and to test the property for at least two additional deposit discoveries, within large scale target zones defined by the exploration data at hand.  Phase 4 is proposed to be funded at $40 million.




Power and Water.  M3 Engineering and Technology, Tucson, has been contracted to provide and engineering scale water resource characterization and power availability study at the Cordero project, which is currently in progress.  There is a double tower, hydroelectric trunk power lines 6 km south of the property that is fed by a hydroelectric power station 20 km north of Cordero.  There is also a new power line along State Highway 16, 10 km east of the Cordero project discoveries.  M3 is determining the capacities, contract availability and expansion capacities of these power facilities.




The water study is focusing on acquifer characterization and water rights availability. Water is available from wells and abandoned mine shafts that, in the project area, tap a water table at a subsurface depth of about 50 meters. The Company knows the water table is shallow (50-80 m) in the mine workings and is plentiful due too the historical pumping problems the small mines in the area have had.




Reserves.  Cordero has no known mineral reserves, as defined in SEC Industry Guide 7, and is an early-stage minerals exploration project




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





History and Exploration.Prior to 2009, Valley High consolidated a core land position in the historic Cordero high grade silver vein mining district and staked additional contiguous claims to cover a 10,000 hectare land position.  By August 2009 under Levon’s direction, the property was doubled to about 20,000 hectares through claim staking, to cover the Cordero Porphyry Belt and a second belt recognized to the north.  Transferable surface access agreements are now in place with surface owners for the land package. Our exploration has been confined to the Cordero Porphyry Belt in the south tier of the property and is now being expanded to address the southwest part of the Belt in the Molina de Viento area.





In February 2009, the Company signed a Letter of Intent with Valley High, whereby Levon would earn a 51% interest from Valley High by making a cash payment of US$10,000 (CDN$12,513) (paid) and by spending CDN$1,250,000 by the end of February 2013 with a first year commitment of CDN$250,000 to explore and develop their wholly owned Cordero-Sanson Property (“Cordero”) 35 km northeast of the town of Hidalgo Del Parral, in the state of Chihuahua in north central Mexico.




17





In the spring of 2009, the Company commenced field work on the Cordero project exploring for large scale, bulk tonnage, porphyry type Ag, Au, Zn, Pb deposits, a number of which have been recently discovered in similar geologic settings in north central Mexico (Penasquito, Pitarrilla, Comino Rojo and others). The Cordero property consists of contiguous staked and optioned mining claims that now total about 20,000 hectares and cover the entire Cordero mining district.  The land parcel covers the Cordero Porphyry Belt which has a 15 km strike length and is 3 to 5 km wide. The belt consists of six mineralized intrusive (porphyry) centers including three newly discovered diatreme breccia complexes that have not been explored for large scale, bulk tonnage Ag, Au, Zn, Pb deposits in the past.  The Cordero Felsic Dome and La Ceniza Stock have explored and developed for high grade Ag, Au, Zn and Pb veins, mined to the water table by shallow.underground shaft workings.  The only past bulk tonnage deposit exploration has been confined to the northeastern most Sanson Stock intrusive center for Mo and Cu deposits.





Levon designed and led the Cordero exploration.  By October 2009 three discovery core holes (economic grades over mineable widths) had been drilled in Phase 1 drilling (a total of 8 core holes, 3,185 m).   Discovery holes are located within two intrusive centers of the newly defined, northeast trending cluster of intrusive centers we named the Cordero Porphyry Belt.  The discoveries were made in the newly recognized Pozo de Plata Diatreme complex and the Cordero Porphyry target 1.3 km to the NE.





By January 2010 Levon completed the required earn-in commitment. Levon expanded the exploration program to Phase 2 drilling to offset Phase 1 discovery holes and continue outlying exploration.  In January a second untested mineralized diatreme complex, Dos Mil Diez, was discovered by geologic mapping southwest of the Pozo de Plata diatreme discovery drill grid.  Follow up trenching and initial drilling established a zoned Ag, Au, Zn, Pb showing, cored by Au, As anomalies that warranted drill follow up.  Dos Mil Diez trench results included 60 m grading 0.953 g/T Au.  Follow up drilling of 6 holes in a fence across the gold zone indicates enriched surface Au values and some narrow bedrock gold values that still warrant exploration follow up.





In March 2010 a third diatreme complex within a volcanic caldera was found 7 km to the southwest of Dos Mil Diez.  The new Molina de Viento complex expands the Cordero Porphyry Belt to the six aligned intrusive centers presently known, from the original three known in early 2009.  The Cordero Poprhyry Belt now covers up to 15 km of strike length and is from 3-5 km wide.





By early June 2010 Phase 2 drilling was completed (52 core holes totaling 19,338 m, combined Phase 1 & 2 totals 22,523 m) and establishes both the Pozo de Plata and Cordero Porphyry discovery zones are open in all directions, and require continued expansion and definition drilling.  Phase 3 drilling is being designed to expand the discovery zones and test outlying targets.





In June an airborne, magnetic, electromagnetic (“EM”) and radiometric survey was flown (1020 line km) over the entire Cordero Porphyry Belt and was followed up by a ground gravity survey to cover the Pozo de Plata and Dos Mil Diez diatreme complexes.  Integrated survey results are intended to help define any extensions of the Pozo de Plata discovery zone, and any outlying targets for Phase 3 drilling. The geophysical data was inverted in 3D, and the results are being integrated into the 3D Exploration Model for final drill targeting to help guide the expansion drilling of the Pozo de Plata discovery zone, and define outlying mine-scale targets in the two diatreme complexes. The data integration and targeting is being processed in Gocad 3D pattern recognition software, which is state of the art, high end exploration software to optimize drill targeting.





Geological Setting.Cordero encompasses a high level, Tertiary porphyry style silver, gold, lead, zinc, and molybdenum district located in rolling cattle country and accessed by state highways. A nearby rail head serves the mining district at Hidalgo Del Parral.  Cordero is one of several major porphyry plays within an emerging Chihuahua-Zactatecas porphyry belt which includes Penasquito (Gold Corp), Camino Rojo (Canplats), San Agustin (Geologix) and others.  Cordero contains a large 15 km x 3.5 km mineralized system with discovery potential for multiple bulk tonnage, open pit deposits and extensive, open-ended geochemical and IP anomalies.  Drilling in 2009 and 2010 has encountered significant and consistent mineralization with discovery zones found and being grid drilled in the Pozo de Plata Diatreme and Cordero Porphyry Target.




18





Silver, gold, zinc, lead mineralization at the Cordero is controlled by a series of subvolcanic, Tertiary felsic igneous porphyry intrusive complexes, emplaced into a Cretaceous sequence of interbedded limestone, calcareous mudstone, siltstone and sandstone.  The mineralized porphyries cluster in two northeast trending belts covered by the property.  The Cordero Porphyry Belt contains most historical mines and prospects and all the current underground mines and is now the sole focus of Levon exploration.





Current and past mining is associated with outcropping, porphyry-hosted high grade silver veins mined by shafts from the surface down dip to the water table (80-100 m deep) within the Cordero Volcanic Rhyolite Dome Complex.  Some ore includes contact replacement deposits in vein zones along contact zones between the porphyries and their country rocks.  Veins are typically narrow (1-2 m widths) and consist of swarms of discontinuous stringer vein zones, rather than through going tabular veins.  The vein zones generally have N50E strikes, vertical dips and can be traced through 200-700m strike lengths, which are parallel to the strike of the Cordero Porphyry Belt.  Though a small 8 cell flotation mill was built in the past at the inactive La Luz mine, the lack of tailings indicates virtually no mill production.  There are no other mills in the district and all production is from very high grade, direct shipping ore.    There are about 6 shaft mines active, that produce hand sorted, direct shipping ore (1 kilo silver mining cut off grades) that is processed in the community mill located south of Parral, or direct shipped to the Torreon smelter.  District and mine production figures are unknown.  The largest mine in the District was the La Ceniza mine developed by ASARCO on direct shipping ore in the 1930’s and 1940”s, which was also a small scale open stope and shallow shaft mine (production unknown).





Geologic mapping, soils and rock chip sampling and geophysics has expanded the strike length of the mineralized Cordero Porphyry Belt  by about 60% since 2009 and provides the geologic systematics of the Belt now being used to improve exploration targeting.   Recognition of three mineralized diatreme complexes in the Belt to the southwest of the Cordero district mined in the past and significantly expands the untested exploration potential of the Belt for bulk tonnage type silver, gold, zinc, lead deposits.





With Phase 1 and Phase 2 drilling complete three broad types of mineralization in addition to the vein mineralzation described above (Type 1) have been recognized in the District for follow up:





·
Type 2 – Diatreme breccia  mineralization:  clasts, matrix and through going veins within diatreme host rocks, which included breccia dikes; sphalerite, argentiferous galena, minor silver sulfosalt minerals and pyrite, with rusty weathering carbonate gangue minerals and occasionally rhodocrosite





·
Type 3 - High grade replacement type mineralization within the contact zones of porphyry intrusives; intergrown near massive, coarse grained argentiferous galena, spalerite and lessor pyrite.





·
Type 4 – Disseminated and stockwork vein mineralization typical of bulk tonnage porphyry deposits;  shalerite, marmotite, argentiferous galena, minor, very fine grained silver sulfosalt minerals (species not known), pyrite and locally molybdenite, with associated rusty weathering carbonate and minor rhodocrosite gangue minerals and typical association alteration assemblages.





The Pozo de Plata Diatreme Complex was recognized, mapped, trenched and initially drilled in 2009.  Hole C09-5 was a discovery hole and cut 152 m grading 80.64 g/T Ag, 0.61 g/T Au, 1.41% Zn and 1.22% Pb within the mineralized diatreme.  The current Pozo de Plata offset drill grid (50 m offsets) has partially tested the down dip projection of Ag, Au, Zn and Pb anomalies in soils, rock chip and trench sampling results, as well as soils, altered diatreme exposures, trench geology and a 3D IP chargeability anomaly identified in a 2009 survey.  Results from trenches 1 through 4 illustrate the wide intervals of surface mineralization.





Phase 2 Pozo de Plata drilling focused on an area that measures about 350 m NS by 300 m EW with significant mineralization generally to depths of 300-350 m depths.  Scattered mineralized intercepts down to vertical depths of 500 m at the ends of some holes, indicate portions of the mineralized zone may be open at depth.   The mineralized zone is entirely open on strike to the north, south,  west and perhaps east and requires Phase 3 drilling to be delineated.   Initial exploration holes in the Josefina Mine zone 450 m east of Pozo de Plata, also encountered ore grade mineralization within diatreme rocks and the Josefina drill holes now require offset drilling.




19





Proposed Exploration. Levon’s 2010-2011 exploration goals are to 1) Expand and delimit the Pozo de Plata Diatreme discovery and the Cordero Porphyry discovery and start initial engineering and metallurgical studies 2) Identify and drill test any other mine scale Ag, Au, Zn, Pb bulk tonnage targets in the Cordero Porphyry Belt.





Our aim is to continue drilling the property on an accelerated basis, at a rate the exploration results warrant.





A Phase 3 drilling program is now being designed to complete the discovery offset grid and delineation drilling in the Pozo de Plata Diatreme zone and the Cordero Porphyry target.  Phase 3 drilling will also include exploration drilling to begin testing outlying targets in the Cordero Porphyry Belt.





The project is under the direct supervision of Mr. Victor Chevillon, M.A., C.P.G., Levon’s Vice President of Exploration. Mr. Chevillon is a qualified person within the context of National Instrument 43-101.





All Phase 1 and 2 drill holes are HC core holes drilled by HD Drilling, Mazatlan, Mexico utilizing best industry practices.  The core is sawed (except in highly broken zones, where it is split) and sampled continuously through 2 m intervals on the Cordero site at a secure core storage facility.  ALS Chemex, Chihuahua takes custody of the samples at the core shed and delivers the samples to their Chihuahua labs for preparation.  ALS Chemex has the prepared sample pulps flown to Vancouver for assay analysis in the lab.  Levon employs a rigorous quality assurance and quality control (“QAQC”) program in the core drilling and sampling program comprised of control samples that include standardized material, blanks and duplicates.  AMEC Americas Ltd. (“AMEC”) has designed the QAQC protocol from a study they prepared.





Norma Sass and Ruf Claims, Nevada, USA










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





Ownership. In 2003, the Company acquired a 33.33% interest in 59 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 36 mining claims (the Norma Sass claims) and 23 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.





During fiscal year 2005, Coral and Levon (collectively, the “Companies”) entered into an Agreement with Agnico-Eagle Mines Ltd. (“Agnico”) wherein the Companies granted Agnico 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 partnership for further exploration at the property.




20





In September 2008, the Company and Coral’s wholly-owned U.S. subsidiary, Coral Resources, Inc. (“CRI”) entered into an exploration, development and mine operating agreement (the “Agreement”) with Barrick Gold Exploration Inc. (“Barrick”), wherein Barrick is granted the option to acquire up to a 75% interest in CRI’s and the Company’s interests in the Norma Sass Property, Nevada, consisting of 36 unpatented mining claims.





Barrick may earn a 60% interest by incurring total exploration expenditures of at least US $3 million in annual installments by December 31, 2014.  Barrick may earn an additional 10% (for an aggregate interest of 70%) by incurring an additional US $1.5 million by December 31, 2015.  Barrick may earn an additional 5% (for an aggregate interest of 75%) by carrying CRI and the Company through to commercial production. Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out CRI’s and the Company’s joint interest by paying US $6 million and granting them a 2% net smelter returns royalty.





During 2009, Barrick announced that plans were underway to do target delineation work in the second quarter followed by deep drilling in the third quarter on the Norma Sass property.  The proposed drilling has target depths in the order of approximately 1,800 to 2,000 feet to test structural and geochemical targets in the Lower Plate carbonate sequence, with the potential to go deeper as the rock dictates.





In October 2009, Barrick commenced drilling hole NS 09-01 targeting the lower plate carbonate sequence. This hole was drilled at 70 degree dip on a northwesterly azimuth across a SW-NE striking fault which trends into Barrick’s Gold Acres pit one mile to the northeast and is thought to be related to mineralization at Gold Acres. The hole was started using a reverse circulation drill which encountered recovery problems at a depth of 1,680 feet and was replaced by a core drill which completed the hole to a final depth of 2,586 feet. The lower plate and Wenban Limestone were intersected starting at a depth of 1,330 feet and Roberts Mountain Formation was encountered from 1,830 feet to the bottom of the hole. These formations are the major host rocks for the gold deposits at the Pipeline, Gold Acres and Cortez Hills mines.





In September 2010, Barrick elected to terminate the agreement.





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










21




The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.




The Company holds a 50% interest in the Eagle Claims, subject to a 3% net smelter royalty. The property consists of 45 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.




The Company has not conducted exploration on the Eagle property since 1997 when a surface geophysical exploration program was conducted. In 2002, when the Company 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 the Company has no further plans to explore the property it keeps the claims in good standing by paying its 50% of the cost (approximately US $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.








Congress Property, British Columbia, Canada











The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





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 recent fiscal years, with funding made available through equity financing, exploration activities have recommenced with the Company incurring 100% of expenditures. The Company is currently reviewing ownership of the Veronex 50% interest and working on updating this agreement.




22





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 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 2,432 hectares (6,012 acres). 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. The Company held a Free Miners Certificate (“FMC”) #115631, which expired April 8, 2009. The Company can renew this FMC at such a time when further work is planned. 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. The Company currently has $32,629 in 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. These 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 recent fiscal years, with funding made available through equity financing, exploration activities have recommenced with the Company 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. The Company 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.





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.




23





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.





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.





In September 2008, the Company released the Congress Property, B.C. Drilling Summary Report including the 3M wide intercept grading of 0.395 ounces per ton. The drill holes tested part of the newly recognized Gun Creek dacite stock mapped in a northern part of the property for bulk tonnage gold deposits. Three angle core holes (1,048m total) confirm the presence of Au beneath gold showings prospected at the surface, which are associated with veins and veined zones. Such vein zones have been explored and mined at the Congress and Howard mines in the past. The holes confirm that the surface stockwork vein mineralized zones discovered by prospecting dacite porphyry dikes and sills, narrow down dip and along strike in the vicinity of the holes. 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.




24





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.





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. The Company has no plans to carry out exploration activities on the Congress property in the next fiscal year.




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










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





Ownership.The Company held a 100% interest in the Goldbridge Property, also known as the BRX claims, until fiscal 2002 when Mill Bay Ventures Inc. (“Mill Bay”), a public company related by common directors, earned a 50% interest in the property by incurring $300,000 in exploration expenditures on the property and issuing to Levon 300,000 common shares.





Property Description and Location.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.




25





History. Between 1984, when the property was acquired, and 1986, the Company 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.





Levon owns a 50% interest in 74 mineral claims. During fiscal 2005, 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. During 2008, the Company reopened the Arizona portal to the Goldbridge Property to sample the adit for tungsten to determine future exploration.





The Company 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.





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





Proposed Exploration. The Company has no plans to carry out exploration activities on the BRX in the next fiscal year.The claims remain in good standing until December 25, 2014.





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










The Company does not currently consider this property to be a material property of the Company.  This property is an exploration stage property and is without known reserves, as defined in SEC Industry Guide 7.





In 1997 the Company acquired a 100% interest 27 mineral claims known as the Wayside claims for for $5,000. 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. The Company wrote the claims down in fiscal 2002 to $1 by a charge to operations of $37,079. Subsequently in 2007, the Company incurred exploration expenditures in the amount of $9,088.




26





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.




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 the Company for the years ended March 31, 2010, 2009 and 2008 should be read in conjunction with the March 31, 2010 audited financial statements and the related notes thereto.





The financial statements are prepared in accordance with Canadian GAAP which has several notable differences from US GAAP. Canadian GAAP permits the deferral of acquisition and exploration costs, subject to periodic adjustments for impairment, whereas US GAAP requires that such costs be expensed in the period incurred. In addition, US GAAP requires investments available for sale to be recorded at fair market value with unrealized gains or losses recognized as part of comprehensive income (loss) unless a decline in value is considered to be other than temporary. Effective for fiscal March 31, 2008 the Canadian GAAP treatment is the same, however in fiscal March 31, 2007 such investments were recorded in accordance with Canadian GAAP at the lower of cost and market; long-term investments in marketable securities are written down to market when impairment is considered other than temporary, in which case the written-down value becomes the new cost base, and the impairment is charged to operations. See Note 16 to the financial statements which sets out a reconciliation between Canadian and US GAAP.





A.           Operating Results




Results of Operations





Twelve months ended March 31, 2010 compared with the twelve months ended March 31, 2009




General and administrative expenses





General and administrative expenses totaled $745,785 for the twelve months ended March 31, 2010 as compared to $326,030 for the twelve months ended March 31, 2009, an increase of $419,755.  The increase is primarily associated with an increase of $227,488 in stock-based compensation which relates to the issuance of stock options. Other increases during the year are $58,519 in consulting and management fees, $43,546 in office occupancy, $76,140 in shareholder relations, and $44,921 in travel expenses. These increases were offset by decreases of $25,122 in general exploration, $2,075 in professional fees and $4,378 in listing and filing fees.





Stock based compensation expense was higher in the current year as a result of the issuance of 500,000 stock options granted during the first quarter and 600,000 stock options granted in the fourth quarter.  Consulting and management fees were higher due to the addition of consultants and an increase in management fees. Office occupancy and miscellaneous increased as the Company has leased premises in Mexico. Shareholder relations increased with the Company incurring additional expenses to obtain greater exposure as well as incurring a $40,000 warrant solicitation fee during the year. General exploration has decreased with the Company’s focus on the exploration of the Cordero Property. Professional fees are lower than 2009 due to lower accounting and audit fees.





Loss for the period





Loss for the twelve months ended March 31, 2010 was $730,892 compared to a loss of $330,822 for the twelve months ended March 31, 2009, an increase of $400,070.  The main reason for this increase was the increase in general and administrative expenses as discussed above. In addition, interest income was lower by $8,363. These increases were offset with a gain in foreign exchange of $14,137 as compared to a loss of $13,911 in the prior year.




27





Twelve months ended March 31, 2009 compared with the twelve months ended March 31, 2008





General and administrative expenses





General and administrative expenses totaled $326,030 for the year ended March 31, 2009 with a comparative total of $592,925 for the year ended March 31, 2008, a decrease of $266,895.  An overall reduction in spending has resulted in decreases of $14,336 in consulting and management fees, $9,110 in compliance listings and transfer agent fees, $14,334 in office occupancy, $19,776 in professional fees, $3,852 in salaries and benefits, $134,352 in shareholder relations, $46,046 in stock based compensation and $42,950 in travel and automotive. These decreases were offset by an increase of $17,861 in general exploration which was a result of the Company seeking new opportunities earlier in the fiscal year.





The Company eliminated outside investor relations consultants which attributed to the decrease in shareholder relations; this also resulted in less travel expenses. Consulting and legal fees decreased as a result of the reduced hiring of outside consultants and less activity requiring legal assistance. There were no new issuances of stock options in the current year; therefore stock based compensation expense was lower.





Loss for the year





Loss for the year ended March 31, 2009 was $330,822 compared to a loss of $574,757 for the year ended March 31, 2008, a decrease of $243,935.  The main reason for this change was the decrease of $266,895 in general and administrative expenses as discussed above. Reducing this effect was a decline of $2,460 in interest income, due to a lower cash balance and $20,500 additional loss associated with foreign exchange.





B.           Liquidity and Capital Resources





Atthis 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, 2010 the Company had working capital $1,864,226 compared to working capital of $231,130 at March 31, 2009. The amount of working capital on hand is variable with the Company’s expected level of exploration. As the Company expands their properties, working capital is expecting to fluctuate as required.





On March 27, 2009, the Company completed a non-brokered private placement of 5,000,000 units at a price of $0.05 per unit for gross proceeds of $250,000. Each unit consists of one common share and one non-transferrable share purchase warrant.  Each warrant will entitle the investor to purchase one additional common share with a term of two years at an exercise price of $0.15 during the first year and $0.25 during the second year.





On July 29, 2009, the Company completed a non-brokered private placement of 5,000,000 units at a price of $0.16 per unit for gross proceeds of $800,000.  Each unit consists of one common share and one-half non-transferrable share purchase warrant.  Two share purchase warrants will entitle the investor to purchase one additional common share with a term of one year at an exercise price of $0.35 expiring July 29, 2010.  The Company paid to certain arm’s length finders a finder’s fee equal to 7% of the funds raised ($42,336), plus Broker’s Warrants to acquire common shares of the Company equal to 7% of the number of units sold (264,600 broker warrants) at an exercise price of $0.35 per share for a period of one year expiring on July 29, 2010.





On December 31, 2009, the Company completed a brokered private placement of 6,551,000 units at a price of $0.35 per unit for gross proceeds of $2,292,850.  Each unit consists of one common share and one-half non-transferrable share purchase warrant.  Two share purchase warrants will entitle the investor to purchase one additional common share with a term of one year at an exercise price of $0.55 expiring December 31, 2010.  The Company paid commissions to the agents equal to 7% of the gross proceeds from the offering raised by the agents, paid by way of an aggregate of $94,735 in cash and an aggregate of 187,898 units.  The 187,898 units have the same terms as the units issued under the private placement.  The Company also issued to the agents an aggregate of 458,570 agent’s warrants equal to 7% of the aggregate number of units sold by the agents pursuant to the offering. The agent’s warrants are exercisable to purchase one common share of the Company at $0.55 per share for a period of one year expiring on December 31, 2010.




28





On January 7, 2010, the Company closed the final tranche of the non-brokered private initially closed on December 31, 2009. The Company issued 100,000 units for gross proceeds of $35,000. Each unit consists of one common share and one-half non-transferrable common share purchase warrant. One whole purchase warrant is exercisable into one additional common share at a price of $0.55 per share until December 31, 2010.





During the year ended March 31, 2010, $820,447 was raised through the exercising of 2,944,135 warrants and $180,000 through the exercising of 1,375,000 stock options.





During the year ended March 31, 2009, $150,000 was raised through the exercising of 1,000,000 warrants and $15,000 through the exercising of 150,000 stock options.





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 intensive and in order to maintain its interest the Company will be required to raise new equity capital in the future. Based on the Company’s current financial position, its plans for equity financing and its exploration plans for the upcoming fiscal year, the Company will be able to meet its financial obligations through the year. There is no assurance that the Company will be successful in raising additional new equity capital.





C.           Research and Development, Patents and Licenses, etc.





As the Company is a mineral exploration company with no research and development, the information required by this section is not applicable.





D.           Trend Information





As the Company is a mineral exploration company with no currently producing properties, the information required by this section is not applicable.





E.            Off-balance sheet arrangements





The Company has no off-balance sheet arrangements.





F.
Tabular disclosure of contractual obligations





As of March 31, 2010, the Company had the following contractual obligations. The contractual obligations consist of two vehicle lease agreements:




Payment due by periodTotal


<1 year


1-3 Years


3-5 years


More than 5 yearsOperating Leases

$
12,030


$
11,163


$
867



-



-Total

$
12,030


$
11,163


$
867


$
-


$
-





29




G.           Safe Harbor





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 the Company’s 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 the Company carries 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 are filed 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; the Company’s course of action would depend upon its 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 the Company’s 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 the Company believes that the expectations conveyed by the forward-looking statements are reasonable based on information available to it 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 the Company, including factors that could materially affect its financial results, may emerge from time to time.  The Company does not intend to update forward-looking statements to reflect actual results or changes in factors or assumptions affecting such forward-looking statements.




30





Item 6.   Directors, Senior Management and Employees





A.           Directors and Senior Management





The following is a list of the Company’s directors and senior management as at October 7, 2010.  The directors were elected by the Shareholders on September 27, 2010 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.




Name and Present Position with the Company

Principal Occupation

Director/Officer SinceWilliam Glasier

Director

Mining executive; President of Mill Bay Ventures Inc., Director of Bralorne Gold Mines Ltd.

May 22, 1990Gary Robertson

Director

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, 2005Ron Tremblay

Director, Chief Executive Officer and President

President of Stone’s Throw Capital Corp.

September 7, 2006David Wolfin

Director and V.P Finance

President, CEO and Director of Avino Silver & Gold Mines Ltd., Gray Rock Resources Ltd., and Coral Gold Resources Ltd.; Director of Berkley Resources Ltd., Bralorne Gold Mines; Mill Bay Ventures Ltd, and Cresval Capital Corp.

November 23, 2006Victor Chevillon

Director and V.P. Exploration

Certified Professional Geologist; President of Chevillon Exploration Consulting.

September 6, 2007Ron Barbaro

Director and Chairman

Member of the Order of Ontario; Director of The Brick Group, Trans Global Life Insurance Company and Trans Global Insurance.

July 9, 2010J. Trevor Eyton

Director

Member of the Order of Canada, A Senator of Canada (retired); Director of Brookfield Asset Management Inc., Magna Inc., Ivernia Inc., Silver Bear Resources Inc. and Altus Group Income Fund.

July 16, 2010Lisa Sharp

Chief Financial Officer

Chief Financial Officer of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Coral Gold Resources Ltd., Gray Rock Resources Ltd., Mill Bay Ventures Inc., and Venerable Ventures Ltd.

June 9, 2008Dorothy Chin

Corporate Secretary

Corporate Secretary of Avino Silver & Gold Mines Ltd., Bralorne Gold Mines Ltd., Coral Gold Resources Ltd., and Gray Rock Resources Ltd.

September 25, 2008





Several of our senior officers divide their professional time between service for the Company and service for other companies in the industry.  See “Item 3. Key Information – D. Risk Factors – Conflict of Interest.”  In this regard, Ron Tremblay, the Company’s Chief Executive Officer and President, devotes approximately 98% of his professional time to the business of the Company; David Wolfin, the Company’s V.P. Finance, devotes approximately 15% of his professional time to the business of the Company; Victor Chevillon, the Company’s V.P. Exploration, devotes approximately 95% of his professional time to the business of the Company; Lisa Sharp, the Company’s Chief Financial Officer, devotes approximately 30% of her professional time to the business of the Company; and Dorothy Chin, the Company’s Corporate Secretary, devotes approximately 35% of her professional time to the business of the Company.





B.           Compensation




During the last completed fiscal year of the Company, the Company had three executive officers, namely, its Chief Executive Officer (“CEO”) and President, Ron Tremblay, its former CEO, Louis Wolfin and its Chief Financial Officer (“CFO”), Lisa Sharp.




31




1)           Compensation Discussion and Analysis





The Company does not have a compensation program other than paying base salaries, incentive bonuses, and incentive stock options to its executive officers.  The Company recognizes the need to provide a compensation package that will attract and retain qualified and experienced executives, as well as align the compensation level of each executive to that executive’s level of responsibility.  The objectives of base salary are to recognize market pay, and acknowledge the competencies and skills of individuals.  The objectives of incentive bonuses in the form of cash payments are designed to add a variable component of compensation, based on corporate and individual performances for executive officers and employees.  No incentive bonuses were paid to executive officers and employees during the most recently completed fiscal year. The objectives of the stock option are to reward achievement of long-term financial and operating performance and focus on key activities and achievements critical to the ongoing success of the Company.  Implementation of a new incentive stock option plan and amendments to the existing stock option plan are the responsibility of the Company’s Compensation Committee.





The Company has no other forms of compensation, although payments may be made from time to time to individuals or companies they control for the provision of consulting services.  Such consulting services are paid for by the Company at competitive industry rates for work of a similar nature by reputable arm’s length services providers.





The process for determining executive compensation relies solely on discussions amongst the board of directors of the Company (the “Board”) with the input from and upon the recommendations of the Compensation Committee, without any formal objectives criteria and analysis.





Actual compensation will vary based on the performance of the executives relative to the achievement of goals and the price of the Company’s securities.




Compensation Element
Description
Compensation ObjectivesAnnual Base Salary
Salary is market-competitive, fixed level of compensation
Retain qualified leaders, motivate strong business performance.Incentive Bonuses
Cash payment to add variable component to compensation
Based on corporate and individual performances of key personnel.Incentive Stock Option
Equity grants are made in the form of stock options.  The amount of grant will be dependent on individual and corporate performance.
Retain qualified leaders, motivate strong business performance.





2)           Summary Compensation Table





The following table sets forth particulars concerning the compensation paid or accrued for services rendered to the Company in all capacities during the most recently completed financial year ended March 31, 2010 of the Company to its executive officers:




Non-equity incentive plan compensation

($)Name and principal position

Year


Salary

($)


Share-based awards

($)


Option-based awards

($) (*)


Annual incentive plans


Long-term incentive plans


Pension value

($)


All other compensation

($)


Total compensation

($)Ron tremblay(1)

Director, President  &

CEO

2010


$
50,000



NIL



NIL



NIL



NIL



NIL



NIL


$
50,000Louis Wolfin (1)

Director, Chairman &

Former CEO

2010



NIL



NIL



NIL



NIL



NIL



NIL



NIL



NILLisa Sharp

CFO

2010


$
13,567



NIL



NIL



NIL



NIL



NIL



NIL


$
13,567Victor Chevillon

Director & VP Exploration

2010


$
117,992



NIL



NIL



NIL



NIL



NIL



NIL


$
117,992


__________


*The fair value of stock options granted during the last financial year is based on the difference between the exercise price of the stock options granted, and the last closing price of the Company’s shares on the trading date immediately preceding the dates of grant of the stock options, as a reasonable estimate of the benefit conferred at the time of the grant.





(1) On September 11, 2009, Mr. Wolfin was appointed Chairman and Mr. Tremblay was appointed President and CEO. On September 27, 2010, Mr. Wolfin resigned from his position as a Director and Chairman.




32





Annual Base Salary





Base Salary for the executive officersis determined by the Board upon the recommendation of the Compensation Committee and its recommendations are reached primarily by comparison of the remuneration paid by other reporting issuers with the same size and industry and with publicly available information on remuneration that the Compensation Committee feels is suitable.





The Annual Base Salary paid to the executive officers shall, for the purpose of establishing appropriate increases, be reviewed annually by the Board upon the recommendation of the Compensation Committee thereof as part of the annual review of executive officers.  The decision on whether to grant an increase to the executive’s base salary and the amount of any such increase shall be in the sole discretion of the Board and Compensation Committee thereof.





Long Term Incentive Plan (LTIP)





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 to the executive officers during the most recently completed financial year ended March 31, 2010.





Option Based Award





An Option Based Award is in the form of an incentive stock option plan.  The objective of the incentive stock option is to reward executive officers, employees’ and directors’ individual performance at the discretion of the Board upon the recommendation of the Compensation Committee.  The plan currently used by the Company is 2010 Stock Option Plan (the “Plan”).





The Company currently maintains a formal stock option plan, under which stock options have been granted and may be granted to purchase a number equal to 10% of the Company’s issued capital from time to time. This currently represents 8,289,712 Common Shares available under the Plan, of which 6,200,000 are issued and 2,089,712 are reserved and available for issuance. For details of the option plan please refer to “Particulars of Matters to be Act Upon” in the Information Circular filed with the SEC on September 24, 2010.





The Plan is administered by the Compensation Committee. The process the Company uses to grant option-based awards to executive officers is upon the recommendations of the Compensation Committee to the Board of Directors. The role of the Compensation Committee is to recommend to the Board the compensation of the Company’s directors and the executive officers which the Committee feels is suitable.





All previous grants of option-based awards are taken into account when considering new grants.


33




3)           Incentive Plan Awards





Outstanding share-based awards and option-based awards





The following table sets forth the options granted to the executive officers to purchase or acquire securities of the Company outstanding at the end of the most recently completed financial year ended March 31, 2010:





Option-based Awards


Share-based AwardsName

Number of securities underlying unexercised options

(#)


Option exercise price

($)

Option expiration date

Value of unexercised in-the-money options

($)(1)


Number of shares or units of shares that have not vested

(#)


Market or payout value of share-based awards that have not vested

($)(1)Ron tremblayDirector,

President &CEO


350,000


$
0.21

April 25, 2011

$
238,000



Nil



Nil150,000


$
0.10

Oct. 2, 2011

$
118,500Louis Wolfin

Former Director,

Chairman  &CEO


Nil



Nil

N/A


Nil



Nil



NilLisa Sharp

CFO


50,000


$
0.70

Jan. 28, 2015

$
9,500



Nil



Nil




(1)
In-the-Money Options is the difference between the market value of the underlying securities at March 31, 2010 and the exercise price of the option. The closing market price of the Company's common shares as at March 31, 2010 was $0.89 per common share.





Incentive plan awards – value vested or earned during the year





The following table sets forth the value vested or earned during the year of option-based awards, share-based awards and non-equity incentive plan compensation paid to executive officers during the most recently completed financial year ended March 31, 2010:





Name
Option-based awards – Value vested during the year

($) (1)
Share-based awards – Value vested during the year

($)
Non-equity incentive plan compensation – Value earned during the year

($)Ron tremblay

Director, President & CEO
Nil
Nil
NilLouis Wolfin

Former Director, Chairman &

CEO
Nil
Nil
NilLisa Sharp

CFO
Nil
Nil
Nil





(1)
No value was attributed to options vested during the year where the exercise price is greater than the market price on the date of vesting, or for unexercised vested options that were out of the money on March 31, 2010.





4)           Pension Plan Benefits





No pension plan or retirement benefit plans have been instituted by the Company and none are proposed at this time.




34





5)           Termination and Change of Control Benefits





The Company does not have any employment contracts with the executive officers, and there are no contractual provisions for termination of employment or change in responsibilities.





6)           Director Compensation





The following table sets forth the value of all compensation paid to the directors during the most recently completed financial year ended March 31, 2010:





Name
Fees earned

($)
Share-based awards

($)
Option-based awards

($)(4)
Non-equity incentive plan compensation

($)
Pension value

($)
All other compensation

($)
Total

($)William Glasier(1)
Nil
Nil
Nil
Nil
Nil
Nil
NilVictor Chevillon(2)
Nil
Nil
Nil
Nil
Nil
Nil
NilFlorian Riedl-

Reidenstein(1) (3)
Nil
Nil
Nil
Nil
Nil
Nil
NilGary Robertson(1)
Nil
Nil
Nil
Nil
Nil
Nil
NilRon Tremblay(2)
Nil
Nil
Nil
Nil
Nil
Nil
NilLouis Wolfin(2)
Nil
Nil
Nil
Nil
Nil
Nil
NilDavid Wolfin
Nil
Nil
Nil
Nil
Nil
Nil
Nil





(1) Independent & Non-Employee Directors


(2)See Summary Compensation Table


(3) Mr. Riedl-Reidenstein resigned as a director of the Company on May 6, 2010.


(4) No value was attributed to options vested during the year where the exercise price is greater than the market price on the date of vesting, or for unexercised vested options that were out of the money on March 31, 2010.





No Director of the Company who is not anexecutive officer has received, during the most recently completed financial year, compensation pursuant to:





(a)           any standard arrangement for the compensation of Directors for their services in their capacity as Directors, including any additional amounts payable for committee participation or special assignments;





(b)           any other arrangement, in addition to, or in lieu of, any standard arrangement, for the compensation of Directors in their capacity as Directors except for the granting of stock options.





(c)           any arrangement for the compensation of directors for services as consultants or experts.





The Company may grant incentive stock options to Directors of the Company from time to time pursuant to the stock option plan of the Company and in accordance with the policies of the TSX Venture Exchange (the "TSX-V").




Incentive stock options have been granted to non-employee directors of the Company to purchase an aggregate of 300,000 shares at a price of $0.10 per share exercisable on or before April 5, 2010, all of which have been exercised; an aggregate of 200,000 shares at a price of $0.21 per share exercisable on or before April 25, 2011, all of which have been exercised; an aggregate of 50,000 shares at a price of $0.10 per share exercisable on or before October 2, 2011, all of which have been exercised; an aggregate of  100,000 shares at a price of $0.35 exercisable on or before September 14, 2012, none of which have been exercised; an aggregate of 100,000 shares at a price of $0.25 exercisable on or before April 28, 2014, none of which have been exercised; and an aggregate of 200,000 shares at a price of $0.70 exercisable on or before January 28, 2015, none of which have been exercised.




35




C.           Board Practices





The Board is currently comprised of seven directors.  The size and experience of the Board is important for providing the Company with effective governance in the mining industry.  The Board’s mandate and responsibilities can be effectively and efficiently administered at its current size.  The chairman of the Board is no longer a member of management.  The Board has functioned, and is of the view that it can continue to function, independently of management as required.  Directors are elected for a term of one year at the annual general meeting.  At the Annual General Meeting, held on September 27, 2010, the shareholders elected Messrs. Chevillon, Glasier, Robertson, Tremblay, Barbaro, Eyton, Wolfin, and Wolfin as directors. Subsequent to the Annual General Meeting, Mr. Louis Wolfin resigned from his position on the Board.





The Board has considered the relationship of each director to the Company and currently considers four of the seven directors to be “unrelated” (Messrs. Glasier, Robertson, Barbaro and Eyton). “Unrelated director” means a director who is independent of management and free from any interest and any business or other relationship which could reasonably be perceived to materially interfere with the director’s ability to act with a view to the best interest of the Company, other than interests and relationships arising solely from shareholdings.





Procedures are in place to allow the Board to function independently.  At the present time, the Board has experienced directors that have made a significant contribution to the Company’s success, and are satisfied that it is not constrained in its access to information, in its deliberations or in its ability to satisfy the mandate established by law to supervise the business and affairs of the Company.  Committees meet independent of management and other directors.





Mandate of the Board of Directors, its Committees and Management





The role of the Board is to oversee the conduct of the Company’s business, including the supervision of management, and determining the Company’s strategy. Management is responsible for the Company’s day to day operations, including proposing its strategic direction and presenting budgets and business plans to the Board for consideration and approval. The strategic plan takes into account, among other things, the opportunities and risks of the Company’s business. Management provides the Board with periodic assessments as to those risks and the implementation of the Company’s systems to manage those risks. The Board reviews the personnel needs of the Company 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 the Company communicates with shareholders, but has not adopted a formal communications policy. Through the Audit Committee, and in conjunction with its auditors, the Board assesses the adequacy of the Company’s internal control and management information systems.  The Board looks to management to keep it informed of all significant developments relating to or effecting the Company’s operations. Major financings, acquisitions, dispositions and investments are subject to Board approval. A formal mandate for the Board, the Chief Executive Officer and the Chief Financial 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.




36





Committees





Audit Committee





The Audit Committee assists the Board in its oversight of the Company’s financial statements and other related public disclosures, the Company’s 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 Audit Committee has direct communications channels with the Company’s auditors. The Audit Committee reviews the Company’s financial statements and related management’s discussion and analysis of financial and operating results. The Audit Committee can retain legal, accounting or other advisors.





The Audit Committee currently consists of three directors (Messrs. Gary Robertson, William Glasier and Trevor Eyton). All of the members are unrelated, financially literate and at least one member has accounting or related financial expertise. “Financially literate” means the ability to read and understand a balance sheet, an income statement, and a 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.





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 recommends to the Board the compensation of the Company’s Directors and the Chief Executive Officer which the Compensation Committee feels is suitable.  Its recommendations are reached primarily by comparison of the remuneration paid by the Company with publicly available information on remuneration paid by other reporting issuers that the Compensation Committee feels are similarly placed within the same business of the Company.





The Compensation Committee consists of two unrelated directors (Messrs. Robertson and Glasier) and one related director (Mr. Tremblay).  It is intended that the Compensation Committee will eventually be comprised of solely unrelated directors.





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 as appropriate.  When considering nominees to the Board, the Corporate Governance 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 Corporate Governance Committee is also responsible for the Company’s corporate governance guidelines.  The Corporate Governance Committee may retain legal or other advisors.




37





The Corporate Governance Committee currently consists of three directors (Messrs. Barbaro, Glasier and Wolfin).  Messrs. Glasier and Barbaro are unrelated directors. It is intended that the Corporate Governance Committee will eventually be comprised solely of unrelated directors.





D.           Employees





The Company has no employees at this time. Senior management and administrative staff are contracted by the Company through their companies or through the Company’s cost sharing agreement for overhead and corporate services with Oniva International Serivces Corp.





E.           Share Ownership





The following table sets forth the share ownership of our directors and officers as of October 7, 2010:





Name of Beneficial Owner

Number of Shares


PercentVictor Chevillon


1,102,500



1.33
%William Glasier


362,381



*Gary Robertson


640,000



*Ron Tremblay


14,648,000



17.69
%David Wolfin


738,643



*Louis Wolfin(1)


3,551,974



4.29
%Florian Riedl-Reidenstein(2)


75,000



*Ron Barbaro


500,000



*J. Trevor Eyton

Nil



N/ALisa Sharp


50,000



*Dorothy Chin


15,000



*




*Less than one percent





(1)
Mr. Wolfin resigned as a director and chairman on September 27, 2010


(2)
Mr. Riedl-Reidenstein resigned as a director on May 6, 2010





38





Outstanding Options





The following information, as of October 7, 2010, reflects outstanding options held by the individuals referred to in “Compensation”:




No. of Shares


Date of Grant


Exercise Price


Expiration DateLouis Wolfin, Former

Director, Chairman

and CEO(1)

Nil


N/A



N/A


N/ARon Tremblay, Director


350,000


April 26, 2006


$
0.21


April 25, 2011President and Current


150,000


October 2, 2006


$
0.10


October 2, 2011CEO(2)


1,500,000


Sept. 3, 2010


$
1.00


Sept. 3, 2015Lisa Sharp, CFO


50,000


January 28, 2010


$
0.70


Jan. 28, 201550,000


Sept. 3, 2010


$
1.00


Sept. 3, 2015Gary Robertson, Director


200,000


July 20, 2010


$
0.65


July 20, 2015David Wolfin,


100,000


April 28, 2009


$
0.25


April 28, 2014Director & VP Finance


100,000


Sept 3, 2010


$
1.00


Sept 3, 2015Victor Chevillon,


100,000


Sept 14, 2007


$
0.35


Sept 14, 2012Director &


200,000


Jan 28, 2010


$
0.70


Jan 28, 2015VP Exploration


500,000


Sept 3, 2010


$
1.00


Sept 3, 2015William Glasier, Director


100,000


Sept 3, 2010


$
1.00


Sept 3, 2015Ron Barbaro, Director


200,000


July 20, 2010


$
0.65


July 20, 2015Trevor Eyton, Director


300,000


July 20, 2010


$
0.65


July 20, 2015Florian Riedl-

Riedenstein,

Former Director(3)

Nil


N/A



N/A


N/A




(1)
After the Company’s Annual Shareholders’ Meeting held on September 27, 2010, Mr. Louis Wolfin resigned as director and chairman.


(2)
Mr. Tremblay was appointed Chief Executive Officer and President on September 11, 2009.


(3)
Mr. Riedl-Riedenstein resigned as a director on May 6, 2010





Item 7.  Major Shareholders and Related Party Transactions





A.           Major Shareholders





As far as it is known to the Company, other then identified below, 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.




39





To the knowledge of the Company’s directors and senior officers, the following table sets forth certain information as at October 7, 2010 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.





Name

Number of Shares of

Common Stock Owned


Percent of

ClassRon Tremblay


14,648,000
*


17.69
%All Officers and Directors as a Group (9 persons)


18,056,524



21.81
%





* These shares are held by Ron Tremblay indirectly through Stone's Throw (Barbados) Ltd., a company of which he is the sole shareholder.





B.           Related Party Transactions





During the year ended March 31, 2010, the Company paid, or made provision for the future payment of the following amounts to related parties:





-
$82,512 (2009 - $90,293; 2008 - $112,018) 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. Of this amount, $2,198 has been capitalized under mineral properties;





-
$50,000 (2009 - $30,000; 2008 - $30,000) was paid for management fees to a private company controlled by Ron Tremblay, the Company’s Chief Executive Officer and President anda director of the Company;





-
$117,992 (2009 - $60,136; 2008 - $10,048) was paid for geological management fees to a private company controlled by Victor Chevillon, the Company’s V.P. Exploration anda director of the Company. Of this amount, $117,992 (2009 - $35,389; 2008 - $10,048) has been capitalized under resource properties and $Nil (2009 - $24,746; 2008 - $Nil) was been expensed under general exploration;





-
$3,663 (2009 - $8,310; 2008 - $5,580) was charged to the Company for exploration costs associated with the Company’s mineral properties in the State of Nevada from Coral Gold Resources Ltd. (“Coral”), a public company with common directors.





-
$Nil (2009 - $Nil; 2008 - $128,067) was charged to the Company for drilling services by ABC Drilling Services Inc. (“ABC Drilling”), a private drilling company owned by Oniva; and





-
$Nil (2009 - $Nil; 2008 - $35,610) was charged to the Company for exploration services by Bralorne Gold Mines Ltd., a public company with common directors and management.





These charges were measured at the exchange amount, which is the amount agreed upon by the transacting parties. 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 (2009 - $5,564) owing from ABC Drilling, which is the balance of an advance towards drilling services to be provided and $42,947 (2009 - $Nil) due from a private company controlled by a director and officer.





Amounts due to related parties as at March 31, 2010 include:





-
$24,426 (2009 - $26,680) owed to Oniva;





-
$56,788 (2009 - $66,243) owed to Coral Gold Resources Ltd., a public company related by way of common directors;





-
$57,256 (2009 - $29,033) owed to a private company controlled by Victor Chevillon, the Company’s V.P. Exploration and a director of the Company;





-
$256 (2009 - $522) owed to a private company controlled by Louis Wolfin, a former director of the Company; and





-
$186 (2009 - $186) owed to a private company controlled by one of the non-common directors of Coral Gold Resources Ltd., a public company related by way of common directors.





Amounts due are without stated terms of interest or repayment.




40





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 Sheets as at March 31, 2010 and March 31, 2009;


·
Statement of Operations and Comprehensive Loss for the years ended March 31, 2010, 2009 and 2008;


·
Statement of Shareholders’ Equity for the years ended March 31, 2010, 2009 and 2008;


·
Statement of Cash Flows for the years ended March 31, 2010, 2009 and 2008; and


·
Notes to Financial Statements for the years ended March 31, 2010, 2009 and 2008.





Legal Proceedings





The Company is not involved in any legal or arbitration proceedings, including those relating to bankruptcy, receivership or similar proceedings and those involving any third party, which may have, or had in the recent past, significant effects on the Company’s financial position or profitability, including governmental proceedings pending or known to be contemplated.





Dividend Policy





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




41





B.           Significant Changes





None.





Item 9.   The Offer and Listing





A.           Price History of Stock





The common shares of Levon are listed on the TSX Venture Exchangeunder the symbol "LVN", the Frankfurt Stock Exchange under the symbol “L09” and are quoted in the United States on the OTCBB, under the symbol "LVNVF".





As of September 27, 2010, there were 447 holders of record in the United States holding 3,162,825 of the Company’s common shares representing 53.02% of the total number of shareholders, and approximately 5.71 % 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 Valiant 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 the Company’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)


OTCBB

(United States Dollars)Last Five Fiscal Years


High


Low


High


Low2010



0.95



0.11



0.94



0.092009



0.16



0.05



0.68



0.042008



0.33



0.11



0.16



0.032007



0.24



0.09



0.31



0.102006



0.17



0.05



0.17



0.062009-2010


High


Low


High


LowFourth Quarter ended March 31, 2010



0.95



0.40



0.94



0.39Third Quarter ended December 31, 2009



0.72



0.20



0.68



0.20Second Quarter ended September 30, 2009



0.23



0.14



0.20



0.13First Quarter ended June 30, 2009



0.23



0.11



0.27



0.092008-2009


High


Low


High


LowFourth Quarter ended March 31, 2009



0.13



0.05



0.07



0.05Third Quarter ended December 31, 2008



0.12



0.05



0.05



0.03Second Quarter ended September 30, 2008



0.15



0.07



0.11



0.04First Quarter ended June 30, 2008



0.16



0.10



0.12



0.09Last Six Months


High


Low


High


LowSeptember 2010



1.26



0.93



1.21



0.91August 2010



1.02



0.75



0.97



0.72July 2010



0.80



0.50



0.78



0.53June 2010



0.74



0.55



0.72



0.57May 2010



0.88



0.67



0.87



0.64April 2010



1.05



0.70



1.02



0.70





42





B.           Plan of Distribution





Not Applicable.





C.           Markets





The common shares of Levon are listed on the TSX Venture Exchangeunder the symbol "LVN", the Frankfurt Stock Exchange under the symbol “L09” and are quoted in the United States on the OTCBB, 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.




43





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.





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 in every calendar 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





The Company 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





Canada has no system of exchange controls. There are no Canadian restrictions on the repatriation of capital or earnings of a Canadian public company to non-resident investors. There are no laws in Canada or exchange restrictions affecting the remittance of dividends, profits, interest, royalties and other payments to non-resident holders of the Issuer’s securities, except as discussed below under “Item 10. Additional Information, E. Taxation.”




44





There are no limitations under the laws of Canada or in the organizing documents of the Company on the right of foreigners to hold or vote securities of the Company, except that the Investment Canada Act may require review and approval by the Minister of Industry (Canada) of certain acquisitions of “control” of the Company by a “non-Canadian”. The threshold for acquisitions of control is generally defined as being one-third or more of the voting shares of the Company. “Non-Canadian” generally means an individual who is not a Canadian citizen, or a corporation, partnership, trust or joint venture that is ultimately controlled by non-Canadians.





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 United States) 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.





United States Federal Income Tax Consequences





Passive Foreign Investment Company





The Company believes that it is a passive foreign investment company, (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.




45





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.





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.




46





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 United States 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 (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 United States 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 United States 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.





We believe the Company is not and will not 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 (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).




47





A corporation will be classified as a foreign personal holding company (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 (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.





United States 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





Not Applicable.





H.           Documents on Display





The Company is required to file financial statements and other information with the Securities Commission in the Provinces of British Columbia, Ontario and Alberta, electronically through the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR”) which can be viewed at www.sedar.com.




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).




48




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





Not Applicable.





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 15T. Controls and Procedures





Disclosure Controls and Procedures





As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, the Company’s principal executive officer and principal financial officer evaluated the Company’s disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Annual Report.  Based on the evaluation, these officers concluded that as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by its reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. These disclosure controls and procedures include controls and procedures designed to ensure that such information is accumulated and communicated to the Company’s management, including its principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.  The conclusion that our disclosure controls and procedures were not effective was due to the presence of material weaknesses in internal control over financial reporting as identified below under the heading “Management’s Report on Internal Control Over Financial Reporting.”





Management anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.  The Company intends to remediate the material weaknesses as set out below.





Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected.





Management’s Report on Internal Controls Over Financial Reporting





The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) for theCompany. The Company’s internal control over financial reporting is designed to provide reasonable assurance, not absolute assurance, regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with Canadian generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our company’s assets; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with Canadian generally accepted accounting principles, and that the Company’s receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.




49





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions and that the degree of compliance with the policies or procedures may deteriorate.





The Company’s management, including the Company’s principal executive officer and principal financial officer, along with an independent consultant, conducted an evaluation of the design and operation of the Company’s internal control over financial reporting as of March 31, 2010 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.  This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, the Company’s management concluded the Company’s internal control over financial reporting was not effective as at March 31, 2010 due to the following material weaknesses: (i) inadequate segregation of duties and effective risk assessment; (ii) insufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) insufficient disaster recovery plans.





The Company has taken steps to enhance and improve the design of its internal controls over financial reporting; however these steps were not complete as of March 31, 2010. During the period covered by this Annual Report, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending March 31, 2011: (i) address inadequate segregation of duties and ineffective risk management; (ii) adopt sufficient written policies and procedures for accounting, financial reporting and corporate governance; and (iii) implement a disaster recovery plan.





The Company’s internal control over financial reporting was not subject to attestation by its independent registered public accounting firm pursuant to the rules of the SEC that permit it to provide only management’s report in this Annual Report.





Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.





Changes in Internal Control Over Financial Reporting





There were no changes in internal control over financial reporting in the year ended March 31, 2010.  However, as a result of the evaluation of the Company’s internal control over financial reporting as of March 31, 2010, conducted by our principal executive officer and principal financial officer, the Company expects to make such changes in the year ended March 31, 2011.





Item 16.  [Reserved]





Item 16A.  Audit Committee Financial Expert





The Board determined that Mr. Gary Robertson, Mr. William Glasier and Mr. Trevor Eyton are qualified as Audit Committee Financial Experts and both members are independent as determined by the NASDAQ listing rules.




50





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 same.  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 auditor for the years ended March 31, 2010, 2009 and 2008 was Smythe Ratcliffe LLP, Chartered Accountants.





Audit Fees





The aggregate fees billed by Smythe Ratcliffe LLP for the audit of the Company’s year ended March 31, 2010 was $34,000 (March 31, 2009: $28,000; March 31, 2008: $28,240).





Audit-Related Fees




The aggregate fees billed for audit-related fees by Smythe Ratcliffe LLP for the year ended March 31, 2010 were $nil at the date of this Annual Report (March 31, 2009: $3,750; March 31, 2008: $4,500). 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 Smythe Ratcliffe LLP for the fiscal year ended March 31, 2010 was $1,000 at the date of this Annual Report (March 31, 2009: $1,500; March 31, 2008: $2,000).  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 Smythe Ratcliffe LLP for the year ended March 31, 2010 was $3,454 (March 31, 2009: $448; March 31, 2008: $nil).





The Audit Committee approved 100% of the fees paid to the principal accountant for audit-related, tax and other fees in the fiscal year 2010. 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.





Item 16F.Changes in Registrants Certifying Accountant





None.





Item 16G.Corporate Governance





None.





51





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
55Balance Sheets
56Statements of Operations and Comprehensive Loss
57Statements of Shareholders’ Equity
58Statements of Cash Flows
59Notes to Financial Statements
60 thru 86





Item 18.  Financial Statements





Not applicable. See Item 17.





Item 19.  Exhibits




Exhibit Number

Name1.1

Memorandum of Levon Resources Ltd. *1.2

Articles of Levon Resources Ltd. *8.1

List of Subsidiaries12.1

Certification of the Principal Executive Officer12.2

Certification of the Principal Financial Officer13.1

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act13.2

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act




* Previously filed





52





LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 
 
 Audited Financial Statements
 
 For the years ended March 31, 2010, 2009 and 2008
 (in Canadian Dollars)
           53
 
 MANAGEMENT’S RESPONSIBILITY FOR FINANCIAL REPORTING
 
 The financial statements of Levon Resources Ltd. (an exploration stage company) are the responsibility of the Company’s management. The financial statements are prepared in accordance with Canadian generally accepted accounting principles and reflect management’s best estimates and judgment based on information currently available.
 
 Management has developed and is maintaining a system of internal controls to provide reasonable assurance that the Company’s assets are safeguarded, transactions are authorized and properly recorded, and financial information is reliable.
 
 The Board of Directors is responsible for ensuring management fulfills its responsibilities. The Audit Committee reviews the results of the audit and the annual financial statements prior to their submission to the Board of Directors for approval.
 
 The financial statements as at March 31, 2010 and 2009 and for the years ended March 31, 2010, 2009 and 2008 have been audited by Smythe Ratcliffe LLP, Chartered Accountants, and their report outlines the scope of their examination and gives their opinion on the financial statements.
  “Ron Tremblay”


“Lisa Sharp”Ron Tremblay


Lisa SharpCEO


CFO
 
 Vancouver, Canada
 July 26, 2010
 
 54
 
 
 
 AUDITORS’ REPORT
 
 TO THE SHAREHOLDERS OF LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 
 We have audited the balance sheets of Levon Resources Ltd. (an exploration stage company) as at March 31, 2010 and 2009 and the statements of operations and comprehensive loss, shareholders’ equity and cash flows for the years ended March 31, 2010, 2009 and 2008. 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, 2010 and 2009 and the results of its operations and its cash flows for the years ended March 31, 2010, 2009 and 2008 in accordance with Canadian generally accepted accounting principles.
 
 “Smythe Ratcliffe LLP” (signed)
 
 Chartered Accountants
 
 Vancouver, Canada
 July 26, 2010
  COMMENTS BY AUDITORS FOR UNITED STATES READERS
 
 In the United States, reporting standards 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 those described in Note 1 to the financial statements. Our report to the shareholders dated July 26, 2010, 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 26, 2010
  
 
 55
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Balance Sheets
 (in Canadian Dollars)
 As at March 31
  2010


2009ASSETSCurrentCash

$
2,020,948


$
295,736Accounts receivable and prepaid expenses


28,112



125,762Investments (Note 5)


23,880



12,697Total Current Assets


2,072,940



434,195Due from related party (Note 11)


48,511



5,564Reclamation deposits (Note 6)


32,629



32,629Mineral properties (Note 7)


3,059,841



1,304,398Equipment (Note 9)


4,524



3,258Total Assets

$
5,218,445


$
1,780,044LIABILITIES AND SHAREHOLDERS’ EQUITYCurrentAccounts payable and accrued liabilities

$
69,802


$
77,170Due to related parties (Note 11)


138,912



125,895Total Current Liabilities


208,714



203,065SHAREHOLDERS’ EQUITYCapital stock (Note 10)


26,187,285



22,941,591Contributed surplus


1,360,276



453,509Accumulated other comprehensive loss


(5,593
)


(16,776
)Deficit


(22,532,237
)


(21,801,345
)Total Shareholders’ Equity


5,009,731



1,576,979Total Liabilities and Shareholders’ Equity

$
5,218,445


$
1,780,044
 
 Nature of Operations and Going Concern (Note 1)
 Commitments (Note 13)
 Subsequent Events (Note 15)
 
 Approved on behalf of the Board:
 
 “Louis Wolfin”
 .........................................................  Director
 Louis Wolfin
 
 “Ron Tremblay”
 .........................................................  Director
 Ron Tremblay
 
 The accompanying notes are an integral part of these financial statements
  56
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Statements of Operations and Comprehensive Loss
 (in Canadian Dollars)
 Years ended March 31
 2010


2009


2008ExpensesConsulting and management fees

$
89,183


$
30,664


$
45,000Listing and filing fees


17,495



21,873



30,983General exploration


1,667



26,789



8,928Office, occupancy and miscellaneous


71,785



28,239



42,573Professional fees


44,431



46,506



66,282Salaries and benefits


49,635



48,919



52,771Shareholder relations and promotion


129,707



53,567



187,919Stock-based compensation (Note 10(d))


237,846



10,358



56,404Travel


104,036



59,115



102,065Loss Before Other Items


(745,785
)


(326,030
)


(592,925
)Other ItemsInterest income


756



9,119



11,579Foreign exchange gain (loss)


14,137



(13,911
)


6,589Net Loss for Year


(730,892
)


(330,822
)


(574,757
)Other Comprehensive Income (Loss)Unrealized gain (loss) on investments(Note 5)


11,183



(18,368
)


(6,261
)Total Comprehensive Loss for Year

$
(719,709
)

$
(349,190
)

$
(581,018
)Loss Per Share, Basic and Diluted

$
(0.01
)

$
(0.01
)

$
(0.01
)Weighted Average Number of Common Shares Outstanding


56,351,851



45,364,278



43,620,661
  The accompanying notes are an integral part of these financial statements
  57
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Statements of Shareholders' Equity
 (in Canadian Dollars)
 Years ended March 31
 Number of Common Shares


Capital Stock


Contributed Surplus


Deficit


Accumulated Other Comprehensive Income (Loss)


Total Shareholders’ EquityBalance, March 31, 2007


40,784,483


$
22,160,953


$
319,015


$
(20,895,766
)

$
-


$
1,584,202Transitional adjustment for fair value of investments


-



-



-



-



7,853



7,853Common shares issued for cash:Exercise of stock options


470,000



59,000



-



-



-



-Exercise of warrants


2,985,000



358,500



-



-



-



-Fair value of stock options exercised


-



42,340



(42,340
)


-



-



-Stock-based compensation


-



-



74,274



-



-



-Net loss for year


-



-



-



(574,757
)


-



-Unrealized loss on available for sale securities


-



-



-



-



(6,261
)


(6,261
)Balance, March 31, 2008


44,239,483



22,620,793



350,949



(21,470,523
)


1,592



1,502,811Common shares issued for cash:Private placement


5,000,000



145,348



104,652



-



-



250,000Share issuance costs


-



(2,000
)


-



-



-



(2,000
)Exercise of stock options


150,000



15,000



-



-



-



15,000Exercise of warrants


1,000,000



150,000



-



-



-



150,000Fair value of stock options exercised


-



12,450



(12,450
)


-



-



-Stock-based compensation


-



-



10,358



-



-



10,358Net loss for year


-



-



-



(330,822
)


-



(330,822
)Unrealized loss on available for sale securities


-



-



-



-



(18,368
)


(18,368
)Balance, March 31, 2009


50,389,483



22,941,591



453,509



(21,801,345
)


(16,776
)


1,576,979Common shares issued for cash:Private placement


11,651,000



2,357,589



770,261



-



-



3,127,850Share issuance costs






(213,682
)


-



-



-



(213,682
)Exercise of stock options


1,375,000



180,000



-



-



-



180,000Exercise of warrants


2,944,135



820,447



-



-



-



820,447Non-cash share issuance costs


187,898



(153,687
)


153,687



-



-



-Fair value of warrants and stock options exercised


-



255,027



(255,027
)


-



-



-Stock-based compensation


-



-



237,846



-



-



237,846Net loss for year


-



-



-



(730,892
)


-



(730,892
)Unrealized gain on available for sale securities


-



-



-



-



11,183



11,183Balance, March 31, 2010


66,547,516


$
26,187,285


$
1,360,276


$
(22,532,237
)

$
(5,593
)

$
5,009,731
  The accompanying notes are an integral part of these financial statements
  58
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Statements of Cash Flows
 (in Canadian Dollars)
 Years ended March 31
  2010


2009


2008Operating ActivitiesNet loss

$
(730,892
)

$
(330,822
)

$
(574,757
)Items not involving cash:Amortization


990



814



930Stock-based compensation


237,846



10,358



56,404Foreign exchange loss


11,658



-



-Changes in non-cash working capital items:Accounts receivable and prepaid expenses


97,650



28,640



(16,603
)Accounts payable and accrued liabilities


(5,635
)


(25,283
)


20,507Due from (to) related parties


(58,153
)


77,671



(19,880
)Cash Used in Operating Activities


(446,536
)


(238,622
)


(533,399
)Investing ActivitiesMineral properties exploration expenditures incurred


(1,728,953
)


(98,660
)


(293,470
)Purchase of equipment


(2,256
)


-



(700
)Reclamation deposits


-



(1,312
)


2,800Cash Used in Investing Activities


(1,731,209
)


(99,972
)


(291,370
)Financing ActivityIssue of capital stock for cash, net of issuance costs


3,914,615



413,000



417,500Cash Provided by Financing Activity


3,914,615



413,000



417,500Foreign Exchange Effect on Cash


(11,658
)


-



-Inflow (Outflow) of Cash


1,725,212



74,406



(407,269
)Cash, Beginning of Year


295,736



221,330



628,599Cash, End of Year

$
2,020,948


$
295,736


$
221,330Supplementary Information, Non-Cash TransactionsMineral property expenditures included in:Accounts payable

$
20,747


$
22,480


$
42,194Due to related parties

$
57,256


$
29,033


$
-Mineral exploration tax credit included in accounts receivable and prepaid expenses

$
-


$
111,236


$
-Stock-based compensation included in mineral properties

$
-


$
-


$
17,870Interest paid

$
-


$
-


$
-Income tax paid

$
-


$
-


$
-
 
 The accompanying notes are an integral part of these financial statements.
  59
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 1.             NATURE OF OPERATIONS AND GOING CONCERN
 
 Levon Resources Ltd. (the “Company”) was incorporated under the laws of British Columbia on April 9, 1965.  The Company is an exploration stage public company whose principal business activities are the exploration for and development of natural mineral properties. There have been no significant revenues generated from these activities to date.
 
 These financial statements are prepared on a going concern basis, which contemplates that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. Accordingly, these financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.
  The business of mining and exploring for minerals involves a high degree of risk and there can be no assurance that current exploration programs will result in profitable mining operations. The recoverability of the carrying value of mineral properties and the Company's ability to continue as a going concern is dependent upon the preservation of its interest in the underlying properties, the discovery of economically recoverable reserves, the achievement of profitable operations, or the ability of the Company to raise alternative financing.
  At March 31, 2010, the Company had working capital of $1,864,226 (2009 - $231,130) and a deficit of $22,532,237 (2009 - $21,801,345). Management of the Company believes that it has sufficient funds to meet its liabilities for the ensuing year as they fall due, and to fund cash payments for administration, ongoing commitments and current planned exploration programs.
  2.             SIGNIFICANT ACCOUNTING POLICIES
 
 (a)
Basis of presentation
 
 These audited financial statements have been prepared in accordance with Canadian generally accepted accounting principles (“GAAP”), which are in conformity with United States GAAP, except as described in Note 16 to these financial statements. All amounts are in Canadian dollars unless otherwise stated.
 
 (b)
Mineral properties
 
 The Company is in the exploration stage and capitalizes all expenditures related to its mineral properties until such time as the properties are put into commercial production, sold or abandoned. All amounts shown as mineral properties represent costs incurred to date, including acquisition costs, exploration and development expenditures, net of any recoveries. These amounts do not necessarily reflect present or future values.
 
 The 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. If the properties are put into commercial production, the expenditures will be depleted based upon the proven and probable reserves available. If the properties are sold or abandoned, the expenditures will be charged to operations. The Company does not accrue the estimated future costs, such as land taxes, of maintaining its mineral properties in good standing.
  60
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 2.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (b)
Mineral 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 when paid or received.
 
 Proceeds received on the sale or option of the Company’s property is recorded as a reduction of the mineral property cost. The Company recognizes in income those costs that are recovered on mineral properties when amounts received or receivable are in excess of the carrying amount.
 
 The carrying values of mineral properties, on a property-by-property basis, are reviewed by management at least annually to determine if the mineral properties have become impaired. If impairment is deemed to exist, the mineral property will be written down to its fair value. The ultimate recoverability of the amounts capitalized for the mineral properties is dependent upon the delineation of economically recoverable ore reserves and the Company’s ability to obtain the necessary financing to complete their development and realize profitable production or proceeds from the disposition thereof. Management’s estimates of recoverability of the Company’s investment in various projects have been based on current conditions. However, it is reasonably possible that changes could occur in the near term that could adversely affect management’s estimates and may result in future write-downs of capitalized property carrying values.
 
 (c)
Equipment
 
 Equipment is recorded at historical cost less accumulated amortization. Amortization is calculated on a declining-balance basis at the following annual rates:
 
 Computer equipment                                           - 30%
 Furniture and equipment                                    - 20%
 
 In the year of acquisition, amortization is recorded based on one-half of net additions.
 
 (d)
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 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.
  61
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  2.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (e)
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 to compute the dilutive effect of options, warrants and similar instruments. Under this method, the dilutive effect on loss per share is calculated presuming the exercise of outstanding options, warrants and similar instruments. The treasury stock method assumes that the proceeds received from the exercise of stock options and warrants would be used to repurchase common shares at the average market price during the period. However, diluted loss per share excludes the effects of various conversions and exercise of options and warrants that would be anti-dilutive.
 
 (f)
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 amortization of equipment, the recoverability of mineral property interests, determination of asset retirement obligations (“ARO”) and environmental restoration, balances of accrued liabilities, the assumptions used in the determination of the fair value of stock-based compensation, allocation of proceeds for units between capital stock and warrants, and 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.
 
 (g)           Accounting for equity units
 
 Proceeds received on the issuance of units, consisting of common shares and warrants, are allocated based on their relative fair values, calculated using the Black-Scholes option pricing model for warrants and the fair value of common shares.
 
 (h)
Stock-based compensation
 
 The Company accounts for stock-based compensation using a fair value based method with respect to all stock-based payments measured and recognized, to directors, employees and non-employees. For directors and employees, the fair value of the options is measured at the date of grant. For non-employees, the fair value of the options is measured on the earlier of the date at which the counterparty performance is completed or the date the performance commitment is reached or the date at which the equity instruments are granted if they are fully vested and non-forfeitable. The fair value of the options is accrued and charged either to operations or mineral properties, with the offset credit to contributed surplus. For directors and employees the options are recognized over the vesting period, and for non-employees the options are recognized over the related service period. If and when the stock options are ultimately exercised, the applicable amounts of contributed surplus are transferred to capital stock.
  62
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 2.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (i)
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;
 (ii)
Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of liabilities; and
 (iii)
Revenues and expenses, at the rate of exchange prevailing at the time of the transaction.
 
 Gains and losses arising from this translation of foreign currency are included in the determination of net loss for the year.
 
 (j)
Asset retirement obligation
 
 The Company’s operations are subject to various laws and regulations for federal and regional jurisdictions governing the protection of the environment. These laws are continually changing. The Company expects to make, in the future, expenditures that comply with such laws and regulations but cannot predict the full amount or timing of such future expenditures. Estimated future reclamation costs are based principally on legal and regulatory requirements. Reclamation and remediation obligations arise from the acquisition, development, construction and normal operation of mineral interests, plant and equipment.
 
 The Company recognizes an estimate of the liability associated with an ARO in the financial statements at the time the liability is incurred and the amount of fair value is reasonably determinable. 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.
 
 (k)
Revenue recognition
 
 Interest revenue is recorded at the stated interest rate on an accrual basis.
 
 (l)
Mining exploration tax credit (“METC”)
 
 The Company recognizes METC receivable amounts from the government and records those amounts as a recovery in the period in which recoverability can be established and the amount quantified.
  63
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 2.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (m)          Flow-through shares
 
 Flow-through shares entitle a company that incurs certain mineral expenditures in Canada to renounce them for income tax purposes allowing the expenditures to be deducted for income tax purposes by investors who purchase the shares. The income tax benefits foregone are considered to constitute share issue costs and are reflected in capital stock with an offsetting increase to future income tax liability.
 
 (n)
Financial instruments
 
 All financial instruments are classified as one of the following: held-to-maturity, loans and receivables, held-for-trading, available-for-sale or other financial liabilities. Financial assets and liabilities held-for-trading are measured at fair value with gains and losses recognized in net income (loss). Financial assets held-to-maturity, loans and receivables, and other financial liabilities are measured at amortized cost using the effective interest method. Available-for-sale instruments are measured at fair value with unrealized gains and losses recognized in other comprehensive income (loss) and reported in shareholders’ equity.  Any financial instrument may be designated as held-for-trading upon initial recognition.
 
 The Canadian Institute of Chartered Accountants (“CICA”) Handbook Section 3862, “Financial Instruments – Disclosures”, establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value as follows:
 
 Level 1 –
quoted prices (unadjusted) in active markets for identical assets or liabilities;
 
 Level 2 –
inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e., as prices) or indirectly (i.e., derived from prices); and
 
 Level 3 –
inputs for the asset or liability that are not based on observable market data (unobservable inputs).
 
 These disclosures are not required when the carrying amount is a reasonable approximation of the fair value.
 
 Transaction costs that are directly attributable to the acquisition or issue of financial instruments that are classified as other than held-for-trading, which are expensed as incurred, are included in the initial carrying value of such instruments.
 
 (o)
Future accounting changes
 
 (i)
International Financial Reporting Standards (“IFRS”)
 
 In February 2008, the Canadian Accounting Standards Board announced that January 1, 2011 is the changeover date for publicly-listed companies to use IFRS, replacing Canada's own GAAP. The IFRS standards will be effective for the Company for interim and fiscal period reporting commencing April 1, 2011. The effective date will require the restatement for comparative purposes of amounts reported by the Company for the interim periods and for the year ended March 31, 2011 and earlier where applicable. The Company is currently in the planning stages to identify the impact of adopting IFRS on its financial statements; at this time, the impact of the transition to IFRS cannot be reasonably estimated.
  64
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 2.            SIGNIFICANT ACCOUNTING POLICIES (Continued)
 
 (o)
Future accounting changes(Continued)
 
 (ii)
Business Combinations (Section 1582); Consolidated Financial Statements (Section 1601); Non-Controlling Interests (Section 1602)
 
 These new standards are based on IFRS 3, “Business Combinations”, and replace the existing guidance on business combinations and consolidated financial statements. These new standards require most assets acquired and liabilities assumed, including contingent liabilities, to be measured at fair value and all acquisition costs to be expensed, and also require non-controlling interests to be recognized as a separate component of equity and net earnings to be calculated without a deduction for non-controlling interests. The objective of these new standards is to harmonize Canadian accounting for business combinations with the International and United States accounting standards. The new standards are to be applied prospectively to business combinations on or after April 1, 2011, with earlier application permitted.
 
 3.            RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
 
 The Company’s financial instruments consist of cash, investments, accounts payable and accrued liabilities, and amounts due to/from related parties. Cash is classified as held-for-trading; investments are classified as available-for-sale; accounts receivable and due from related party are classified as loans and receivable; and accounts payable and accrued liabilities and due to related parties are classified as other financial liabilities.
 
 The carrying value of financial assets by category at March 31, 2010 is as follows:
 
 2010Financial Assets

Available-for-sale


Held-for-trading


Loans and receivablesCash

$
-


$
2,020,948


$
-Investments


23,880



-



-Due from related party


-



-



48,511$
23,880


$
2,020,948


$
48,511
  The carrying value of financial assets by category at March 31, 2009 is as follows:
 
 2009Financial Assets

Available-for-sale


Held-for-trading


Loans and receivablesCash

$
-


$
295,736


$
-Investments


12,697



-



-Due from related party


-



-



5,564$
12,697


$
295,736


$
5,564
  65
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  3.            RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (Continued)
 
 The carrying value of financial liabilities by category at March 31, 2010 and 2009 are as follows:
 
 2010


2009Financial Liabilities

Other Financial Liabilities


Other Financial LiabilitiesAccounts payable and accrued liabilities

$
69,802


$
77,170Due to related parties


138,912



125,895$
208,714


$
203,065
 
 The carrying amounts of cash and accounts payable and accrued liabilities are a reasonable estimate of their fair values because of their short term to maturity.
 
 The fair value of amounts due from and to related parties have not been disclosed as their fair values cannot be reliably measured since there is no active market for such instruments.  The Company’s investment securities are measured at fair value using level 1 within the fair value hierarchy.
 
 The Company’s risk exposure and the impact on the Company’s financial instruments are summarized below:
 
 (a)
Credit risk
 
 Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge an obligation. The Company’s cash is exposed to credit risk. Management considers credit risk on cash to be minimal because the counterparties are highly rated Canadian banks.
 
 (b)
Liquidity risk
 
 Liquidity risk is the risk that the Company will encounter difficulty in satisfying financial obligations as they become due. The Company manages its liquidity risk by forecasting cash flows required by operations and anticipated investing and financing activities.  The Company has cash at March 31, 2010 in the amount of $2,020,948 (2009 - $295,736) in order to meet short-term business requirements. At March 31, 2010, the Company had current liabilities of $208,714 (2009 - $203,065). Accounts payable have contractual maturities of less than 30 days and are subject to normal trade terms. Advances payable to related parties are without interest or stated terms of repayment.
  66
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  3.            RISK MANAGEMENT AND FINANCIAL INSTRUMENTS (Continued)
 
 (c)
Market risk
 
 Market risk consists of interest rate risk, foreign exchange risk and other price risk. The Company is exposed to the following market risks:
 
 Foreign exchange risk
 
 Foreign exchange risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Company is exposed to foreign exchange fluctuation related to its mineral properties and expenditures thereon, and accounts payable in US dollar balances. A significant change in the exchange rate between the Canadian dollar relative to the US dollar could have an effect on the Company’s financial position, results of operations and cash flows. As at March 31, 2010, the Company held US cash balances totaling US$181,160 (2009 -US$987) and amounts in accounts payable and accrued liabilities and due to related parties of US$114,937 (2009 - US$52,519).  Based on the above net exposures as at March 31, 2010, a 6% change in the Canadian/US exchange rate will impact the Company’s earnings by approximately $4,000.
 
 Other price risk
 
 Other price risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices, other than those arising from foreign exchange risk or interest rate risk. The Company’s investments are carried at market value, and are therefore directly affected by fluctuations in the market value of the underlying securities.
 
 As at March 31, 2010, a 50% fluctuation in the fair value of the investments based on the weighted average volatility of the underlying shares over the prior years would impact the Company’s other comprehensive income by approximately $13,000.
 
 4.            CAPITAL MANAGEMENT
 
 The Company’s objectives when managing capital are to safeguard the Company’s ability to continue as a going concern in order to pursue the exploration of its properties and to maintain a flexible capital structure for its projects for the benefit of its stakeholders. In the management of capital, the Company includes the components of shareholders’ equity.
 
 The Company manages the capital structure and makes adjustments to it in light of changes in economic conditions and the risk characteristics of the underlying assets. To maintain or adjust the capital structure, the Company may attempt to issue new shares or reduce expenditures. Management reviews the capital structure on a regular basis to ensure that objectives are met.
 
 There have been no changes to the Company’s approach to capital management during the year. The Company is not subject to external restrictions on its capital.
  67
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 5.             INVESTMENTS
 
 At March 31, 2010, the Company held shares as follows:
 
 Number

of Shares


Cost


Accumulated Unrealized Gains (Losses)


Fair ValueMill Bay Ventures Inc.


348,978


$
27,918


$
(6,979
)

$
20,939Avino Silver & Gold Mines Ltd.


4,200



1,554



1,386



2,940Omega Equities Corp. (at nominal value)


57,000



1



-



1$
29,473


$
(5,593
)

$
23,880
 
 At March 31, 2009, the Company held shares as follows:
 
 Number

of Shares


Cost


Accumulated Unrealized Gains (Losses)


Fair ValueMill Bay Ventures Inc.


348,978


$
27,918


$
(17,448
)

$
10,470Avino Silver & Gold Mines Ltd.


4,200



1,554



672



2,226Omega Equities Corp. (at nominal value)


57,000



1



-



1$
29,473


$
(16,776
)

$
12,697
 
 Avino Silver & Gold Mines Ltd. (“Avino”) and Mill Bay Ventures Inc. (“Mill Bay”) have common directors with the Company.
 
 6.            RECLAMATION DEPOSITS
 
 The Company has pledged specified term deposits as security for reclamation permits as required by government agencies. The Company has a varying number of deposits on hand ranging from $1,000 to $6,000.  Their maturity dates range from July 28, 2010 to January 12, 2011 with an interest rate of 0.15%.
  68
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 7.            MINERAL PROPERTIES
 
 Congress


Gold

Bridge


Cordero

Sanson


Other


Total(Note 7(a))


(Note 7(b))


(Note 7(c))


(Note 7(d))Balance, March 31, 2008

$
1,111,349


$
245,280


$
-


$
9,092


$
1,365,721Deferred exploration costsAcquisition


-



-



32,513



-



32,513Assays


2,268



-



-



-



2,268Assessment, permits and filing fees


1,365



-



-



-



1,365Maintenance – security facility


-



2,500











2,500Drilling


1,994



-



-



-



1,994General supplies and services


407



-



-



-



407Geological and management services


16,843



-



29,033



-



45,876Metallurgical testing


819



-



-



-



819METC


(149,065
)


-



-



-



(149,065
)Balance, March 31, 2009


985,980



247,780



61,546



9,092



1,304,398Deferred exploration costsAcquisition


-



-



72,867



-



72,867Assays


-



-



104,085



-



104,085Assessment, permits and filing fees


2,283



-



44,761



-



47,044Consulting


-



153



-



-



153Drilling


-



-



677,610



-



677,610General supplies and services


88



-



357,442



-



357,530Geological and management services


-



-



496,154



-



496,154Balance, March 31, 2010

$
988,351


$
247,933


$
1,814,465


$
9,092


$
3,059,841
 
 (a)
Congress claims
 
 The Company owns a 50% leasehold interest in 45 claims in the Lillooet Mining Division, British Columbia.
 
 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 looking to reacquire Veronex’s interest in the claims as Veronex had transferred its interest to another company against the terms of the original agreement and had not complied with other terms of the 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. The claims remain in good standing until December 2014.
  69
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  7.            MINERAL PROPERTIES (Continued)
 
 (c)
Cordero Sanson
 
 The Cordero Sanson Property (“Cordero”) is located near Hidalgo Del Parral, Chihuahua, Mexico. The Cordero mining claims are comprised of claims wholly owned by Valley High Ventures (“Valley High”) by agreement with long-standing ranch families and small local mining companies, and certain other claims which were staked by the Company.
 
 In February 2009, the Company signed a Letter of Intent with Valley High, whereby the Company will earn a 51% interest from Valley High by making a cash payment of US$10,000 (Cdn$12,513) (paid) and by spending $1,250,000 (incurred) by the end of February 2013 with a first year commitment of $250,000 to explore and develop the Cordero property. Within the joint venture, Valley High will be the operator until the Company vests its interests. During the vesting period, the Company will provide technical input and geologic services to complete the data synthesis, integration, targeting and drill testing. As of March 31, 2010, the Company had completed the required $1,250,000 exploration expenditures towards its earn-in commitment, with the following option payments to be completed:
 
 (a)           US$57,500 on or before March 21, 2010 (paid);
 
 (b)           US$10,000 on or before May 21, 2010 (paid subsequent to year end);
 
 (c)           US$5,000 on or before July 21, 2010;
 
 (d)           US$5,000 on or before August 21, 2010;
 
 (e)           US$5,000 on or before October 21, 2010;
 
 (f)           US$150,000 on or before February 21, 2011;
 
 (g)           US$300,000 on or before February 21, 2012; and
 
 (h)           US$1,050,000 on or before February 21, 2013.
 
 (d)
Other claims include the Eagle ($1), Ruf 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.
  70
 
 7.            MINERAL PROPERTIES (Continued)
 
 (d)            (Continued)
 
 (ii)
Ruf and Norma Sass properties
 
 In 2003, the Company acquired from Coral Resource Inc. (“Coral”), a public company with common directors and management, 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 of $350,292 (paid) and 300,000 common shares (issued) of the Company.
 
 A third party holds a 3% net smelter returns royalty on the production from certain of the claims, up to a limit of US$1,250,000.
 
 By way of an agreement dated September 25, 2008, the Company and Coral granted Barrick Gold ("Barrick”) an option to acquire a 60% interest in the claims by incurring total exploration expenditures of at least US$3,000,000 in annual installments by December 31, 2014 as follows:
 
 (a)           Incur $250,000 on or before December 31, 2009; (completed)
 
 (b)           Incur $250,000 on or before December 31, 2010;
 
 (c)           Incur $500,000 on or before December 31, 2011;
 
 (d)           Incur $500,000 on or before December 31, 2012;
 
 (e)           Incur $600,000 on or before December 31, 2013; and
 
 (f)           Incur $900,000 on or before December 31, 2014.
 
 Barrick may earn an additional 10% (for an aggregate interest of 70%) by incurring an additional US$1,500,000 by December 31, 2015.  Barrick may earn an additional 5% (for an aggregate interest of 75%) by carrying Coral and the Company through to commercial production.
 
 Alternatively, at the time of earning either its 60% or 70% interest, Barrick may be given the option to buy-out Coral’s and the Company’s joint interest by paying US$6,000,000 and granting them a 2% net smelter returns royalty.
 
 (iii)          Wayside claims
 
 The Company owns 24 mineral claims in the Lillooet Mining Division, British Columbia.
  71
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 7.            MINERAL PROPERTIES (Continued)
 
 Realization of assets
 
 The investment in and expenditures on mineral 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.
 
 Mineral 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.
 
 Title to mineral properties
 
 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.
 
 Environmental
 
 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.
 
 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.
 
 8.            ASSET RETIREMENT OBLIGATION
 
 The Company is subject to various regulatory and statutory requirements relating to the protection of the environment. At March 31, 2010, the Company estimates that costs relating to future site restoration and abandonment based on work done to date is 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.
  72
 
 9.            EQUIPMENT
 
 2010


2009Accumulated








AccumulatedCost


Amortization


Net


Cost


Amortization


NetComputerequipment

$
2,256


$
338


$
1,918


$
-


$
-


$
-Furniture andequipment


8,443



5,837



2,606



8,443



5,185



3,258$
10,699


$
6,175


$
4,524


$
8,443


$
5,185


$
3,258
 
 10.           CAPITAL STOCK
 
 (a)           Authorized: Unlimited number of common shares without par value
 
 (b)           Issued
 
 During the year ended March 31, 2010:
 
 On January 7, 2010, the Company closed the final tranche of the brokered private placement initially closed on December 31, 2009. The Company issued 100,000 units for gross proceeds of $35,000. Each unit consists of one common share and one-half of one non-transferrable common share purchase warrant. One whole purchase warrant is exercisable into one additional common share at a price of $0.55 until December 31, 2010. The proceeds of the private placement have been allocated using the relative fair value method resulting  $25,671 attributed to capital stock and $9,329 to contributed surplus.
 
 On December 31, 2009, the Company completed a brokered private placement of 6,551,000 units at a price of $0.35 per unit for gross proceeds of $2,292,850.  Each unit consists of one common share and one-half of one non-transferrable common share purchase warrant. One whole purchase warrant is exercisable into one additional common share at a price of $0.55 until December 31, 2010. The proceeds of the private placement have been allocated using the relative fair value method resulting in $1,681,715 recorded as capital stock and $611,135 as contributed surplus. The Company paid commission equal to 7% of the gross proceeds, which consisted of $94,735 cash and 187,898 units having the same terms as the placement units. The units were valued as $48,235 attributed to capital stock and $17,529 to contributed surplus. In addition, the Company issued 458,570 broker warrants, exercisable at a price of $0.55 until December 31, 2010. The broker warrants were valued at $116,651. The fair value of the warrants, units paid as commission and the broker warrants were valued using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.43%, dividend yield of nil, volatility of 181.11% and an expected life of one year. The fair value of the broker warrants is recognized as share issuance costs. Total share issue costs of $348,411 were incurred as part of the private placement.
  73
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  10.           CAPITAL STOCK(Continued)
 
 (b)           Issued (Continued)
 
 On July 29, 2009, the Company completed a non-brokered private placement of 5,000,000 units at a price of $0.16 per unit for gross proceeds of $800,000.  Each unit consists of one common share and one-half of one non-transferrable common share purchase warrant. One whole purchase warrant is exercisable into one additional common share at a price of $0.35 until July 29, 2010. The proceeds of the private placement have been allocated using the relative fair value method resulting in $650,203 recorded as capital stock and $149,797 as contributed surplus. The Company paid a cash finders’ fee of $42,336 and issued 264,600 broker warrants, exercisable at a price of $0.35 per share until July 29, 2010. The broker warrants were valued at $19,507. The fair value of the warrants and the broker warrants were valued using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.45%, dividend yield of nil, volatility of 179.71% and an expected life of one year. The fair value of the broker warrants is recognized as share issuance costs. Total share issue costs of $67,193 were incurred as part of the private placement.
 
 The 2,944,135 warrants were exercised for gross proceeds of $820,447. The Company reallocated the fair value of these warrants previously recorded in the amount of $135,471 from contributed surplus to capital stock.
 
 The 1,375,000 stock options were exercised for gross proceeds of $180,000. The Company reallocated the fair value of these options previously recorded in the amount of $119,556 from contributed surplus to capital stock.
 
 During the year ended March 31, 2009:
 
 On March 27, 2009, the Company completed a non-brokered private placement of 5,000,000 units at a price of $0.05 per unit for gross proceeds of $250,000.  Each unit consists of one common share and one non-transferrable common share purchase warrant. Each share purchase warrant is exercisable into one additional common share at a price of $0.15 until March 27, 2010 and thereafter at $0.25 until March 27, 2011. The proceeds of the private placement have been allocated using the relative fair value method resulting in $145,348 recorded as capital stock and $104,652 as contributed surplus. The fair value of the warrants issued has been estimated using the Black-Scholes option pricing model with the following assumptions: risk-free interest rate of 1.12%, dividend yield of nil, volatility of 134.02% and an expected life of two years. Share issue costs of $2,000 were incurred as part of the private placement.
 
 The 1,000,000 warrants were exercised for gross proceeds of $150,000.
 
 The 150,000 stock options were exercised for gross proceeds of $15,000. The Company reallocated the fair value of these options previously recorded in the amount of $12,450 from contributed surplus to capital stock.
  74
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  10.           CAPITAL STOCK(Continued)
 
 (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 employees and persons providing investor relations 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 vested 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 from the grant date.
 
 Details of the status of the Company's stock options as at March 31, 2010 and 2009 and changes during the years then ended are as follows:
 
 2010


2009Weighted





WeightedAverage





AverageNumber


Exercise


Number


Exerciseof Shares


Price


of Shares


PriceOptionsoutstanding, beginning of year


2,325,000


$
0.17



3,215,000


$
0.17Granted


1,100,000


$
0.50



-


$
-Exercised


(1,375,000
)

$
0.13



(150,000
)

$
0.10Forfeited


(150,000
)

$
0.29



(740,000
)

$
0.19Options outstanding, end of year


1,900,000


$
0.38



2,325,000


$
0.17Options exercisable, end of year


1,537,500


$
0.32



2,325,000


$
0.17
  75
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 10.           CAPITAL STOCK(Continued)
 
 (c)           Stock options (Continued)
 
 As at March 31, 2010, the following stock options were outstanding and exercisable:
 
 Number Outstanding


Exercise Price


Fair Value


Weighted Average Remaining Contractual Life (years)


Intrinsic Value

Expiry Date75,000
*

$
0.10


$
0.08



0.01


$
0.79

April 5, 2010400,000


$
0.21


$
0.10



1.07


$
0.68

April 25, 2011200,000


$
0.10


$
0.06



1.51


$
0.79

October 2, 201125,000


$
0.18


$
0.11



1.82


$
0.71

January 26, 2012300,000


$
0.70


$
0.45



1.96


$
0.19

March 15, 2012150,000


$
0.35


$
0.21



2.46


$
0.54

September 14, 201250,000


$
0.50


$
0.12



2.46


$
0.39

September 14, 2012400,000


$
0.25


$
0.12



4.08


$
0.64

April 28, 2014300,000


$
0.70


$
0.53



4.83


$
0.19

January 28, 20151,900,000











2.60Exercisable75,000
*

$
0.10


$
0.08



0.01


$
0.79

April 5, 2010400,000


$
0.21


$
0.10



1.07


$
0.68

April 25, 2011200,000


$
0.10


$
0.06



1.51


$
0.79

October 2, 201125,000


$
0.18


$
0.11



1.82


$
0.71

January 26, 2012150,000


$
0.35


$
0.21



2.46


$
0.54

September 14, 201250,000


$
0.50


$
0.12



2.46


$
0.39

September 14, 2012337,500


$
0.25


$
0.12



4.08


$
0.64

April 28, 2014300,000


$
0.70


$
0.53



4.83


$
0.19

January 28, 20151,537,500











2.66
  * Subsequent to March 31, 2010, these options expired unexercised
 
 As at March 31, 2009, the following stock options were outstanding and exercisable:
 
 Number Outstanding and Exercisable


Exercise

Price


Fair Value


Weighted Average Remaining Contractual Life (years)

Expiry Date1,075,000


$
0.10


$
0.08



1.01

April 5, 2010675,000


$
0.21


$
0.10



2.07

April 25, 2011250,000


$
0.10


$
0.06



2.51

October 2, 201125,000


$
0.18


$
0.11



2.82

January 26, 2012100,000


$
0.35


$
0.18



3.21

June 14, 2012150,000


$
0.35


$
0.21



3.46

September 14, 201250,000


$
0.50


$
0.12



3.46

September 14, 20122,325,000











1.80
  76
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 10.           CAPITAL STOCK(Continued)
 
 (d)           Stock-based compensation
 
 Stock-based compensation expense is determined using Black-Scholes option pricing model with the following weighted average assumptions:
 
 2010


2009


2008Risk-free interest rate


1.92
%


N/A



4.48
%Expected dividend yield


0



N/A



0Expected stock price volatility


127.90
%


N/A



121.87
%Expected option life in years


4.18



N/A



4.18Forfeiture rate


0
%


N/A



0
%
 
 During the year ended March 31, 2010, the Company granted 1,100,000 stock options exercisable at prices ranging from $0.25 to $0.70 for two and five years to directors, officers, employees and consultants. The Company recorded stock-based compensation expense of $237,846 (2009 - $10,358; 2008 - $74,274)) on the portion of stock options that vested during the year ended March 31, 2010. The value of unrecorded stock-based compensation related to non-vested options is $115,344, which will be recognized over the remaining vesting period of nine months. Of this amount, $Nil (2009 - $Nil; 2008 - $17,870) is included in additions in mineral properties. The amounts recorded as stock-based compensation are allocated as follows:
 
 2010


2009


2008Directors, officers and employees

$
188,326


$
-


$
26,450Investor relations


-



10,358



12,084Consultants


49,520



-



35,740$
237,846


$
10,358


$
74,274
  (e)           Share purchase warrants
 
 A summary of the status of share purchase warrants as of March 31, 2010 and 2009 and changes during the years ended on those dates is presented below:
 
 2010


2009Weighted





WeightedAverage





AverageNumber


Exercise


Number


Exerciseof Shares


Price


of Shares


PriceWarrants outstanding,beginning of year


5,000,000


$
0.15



9,145,000


$
0.15Issued


6,642,619


$
0.47



5,000,000


$
0.15Exercised


(2,944,135
)

$
0.28



(1,000,000
)

$
0.15Expired


-


$
-



(8,145,000
)

$
0.15Warrants outstanding,end of year


8,698,484


$
0.39



5,000,000


$
0.15
  77
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  10.           CAPITAL STOCK(Continued)
 
 (e)           Share purchase warrants (Continued)
 
 As at March 31, 2010 and 2009, the following share purchase warrants were outstanding:
 Number of WarrantsExpiry Date

ExercisePrice


2010


2009March 27, 2010/March 27, 2011

$
0.15/$ 0.25



3,950,000



5,000,000July 29, 2010

$
0.35



870,465



-December 31, 2010

$
0.55



3,878,019



-8,698,484



5,000,000
 
 11.           RELATED PARTY TRANSACTIONS
 
 During the year ended March 31, 2010:
 
 (a)
$82,512 (2009 - $90,293; 2008 - $112,018) was charged to the Company for office, occupancy and miscellaneous costs; shareholder relations and promotion; travel; salaries and benefits; 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. Of this amount, $2,198 has been capitalized under mineral properties;
 
 (b)
$50,000 (2009 - $30,000; 2008 - $30,000) was paid for management fees to a private company controlled by a director and officer of the Company;
 
 (c)
$117,992 (2009 - $60,136; 2008 - $10,048) was charged for geological management fees to a private company controlled by a director and officer of the Company. Of this amount, $117,992 (2009 - $35,389; 2008 - $10,048) has been capitalized under mineral properties and $Nil (2009 - $24,746; 2008 - $Nil) has been expensed under general exploration;
 
 (d)
$3,663 (2009 - $8,310; 2008 - $5,580) was charged to the Company for exploration costs associated with the Company’s mineral properties in the State of Nevada from Coral Gold Resources Ltd. (“Coral”), a public company with common directors;
 
 (e)
$Nil (2009 - $Nil; 2008 - $128,067) was charged to the Company for drilling services by ABC Drilling Services Inc. (“ABC Drilling”), a private drilling company owned by Oniva; and
 
 (f)
$Nil (2009 - $Nil; 2008 - $35,610) was charged to the Company for exploration services by Bralorne Gold Mines Ltd., a public company with common directors and management.
 
 The above transactions are conducted in the normal course of business and were measured at the exchange amount, which is the amount agreed upon by the transacting parties.
 
 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.
  78
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 11.           RELATED PARTY TRANSACTIONS (Continued)
 
 The amount due from a related party consists of $5,564 (2009 - $5,564) owing from ABC Drilling, which is the balance of an advance towards drilling services to be provided and $42,947 (2009 - $Nil) due from a private company controlled by a director and officer.  Amounts due are without interest or stated terms of repayment.
 
 Amounts due to related parties include $24,426 (2009 - $26,680) owed to Oniva, $56,788 (2009 - $66,243) owed to a public company related by way of common directors and $57,698 (2009 - $32,972) owed to private companies controlled by directors of the Company. Amounts due are without interest or stated terms of repayment.
 
 12.           SEGMENTED INFORMATION
 
 The Company is involved in mineral exploration and development activities principally in Canada. The Company is in the exploration stage and, accordingly, has no reportable segment revenues for the 2010 and 2009 fiscal years. The majority of losses for 2010 and 2009 are as a result of Canadian head office costs. Acquisition costs are capitalized to mineral properties. The assets of the Company are segmented as follows:
 
 2010

Canada


US


Mexico


TotalCurrent assets

$
2,064,486


$
-


$
8,454


$
2,072,940Due from related party


48,511



-



-



48,511Reclamation deposits


32,629



-



-



32,629Mineral properties


1,245,373



3



1,814,465



3,059,841Equipment


4,524



-



-



4,524$
3,395,523


$
3


$
1,822,919


$
5,218,445
 
 2009

Canada


US


Mexico


TotalCurrent assets

$
434,195


$
-


$
-


$
434,195Due from related party


5,564



-



-



5,564Reclamation deposits


32,629



-



-



32,629Mineral properties


1,242,849



3



61,546



1,304,398Equipment


3,258



-



-



3,258$
1,718,495


$
3


$
61,546


$
1,780,044
 
 13.           COMMITMENTS
 
 During the year ended March 31, 2008, the Company entered into two vehicle lease agreements and is committed to vehicle lease payments of approximately $12,030. The leases expire between 2011 and 2012 and the commitments for the next two years are as follows:
 
 2011

$
11,1632012

$
867
  79
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  14.           INCOME TAXES
 
 The components of future income taxes are as follows:
 
 2010


2009


2008Future income taxesNon-capital loss carry-forwards for  Canadian income tax purposes

$
2,374,000


$
1,866,000


$
1,690,000Capital loss carry-forwards for  Canadian income tax purposes


3,380,000



3,380,000



3,380,000Excess of tax value over net book value of equipment


477,000



475,000



475,000Excess of tax value over net book  value of mineral properties


5,543,000



5,555,000



5,387,000Share issue costs and other


379,000



57,000



53,00012,150,000



11,333,000



10,985,000Approximate Canadian tax rate


25.00
%


26.00
%


28.70
%3,039,000



2,946,580



3,152,695Valuation allowance


(3,039,000
)


(2,946,580
)


(3,152,695
)$
-


$
-


$
-
 
 The valuation allowance reflects the Company's estimate that the tax assets, more likely than not, will not be realized in the foreseeable future.
 
 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

Amount2014

$
174,0002015


166,0002026


256,0002027


338,0002028


525,0002029


295,0002030


620,000$
2,374,000
  80
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 14.           INCOME TAXES(Continued)
 
 Income tax recovery differs from the amount that would result from applying the Canadian federal and provincial statutory income tax rates to loss before future income taxes. For the year ended March 31, 2010, the Canadian statutory rate is 29.63% (2009 – 28%; 2008 – 34.12%).
 
 2010


2009


2008Income tax benefit computed at Canadian statutory rates

$
(216,563
)

$
(92,630
)

$
(196,107
)Stock-based compensation


70,474



2,900



19,245Other permanent differences


2,563



-



(2,168
)Temporary differences not recognized in year


(40,052
)


9,384



3,364Change in tax rates


143,965



302,744



779,486Change in timing differences


(52,496
)


(14,150
)


-Effect of unrecognized future income tax asset


92,109



(208,248
)


(603,820
)Income tax provision (recovery)

$
-


$
-


$
-
 
 15.           SUBSEQUENT EVENTS
 
 The following occurred subsequent to March 31, 2010:
 
 (a)
714,050 warrants were exercised for gross proceeds of $258,578.
 
 (b)
1,100,000 options were granted to consultants and directors.
 
 16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP
 
 (a)
Recent US accounting pronouncements
 
 (i)
In June 2009, the Financial Accounting Standards Board (“FASB”) issued new guidance, which is now part of Accounting Standards Codification (“ASC”) 105-10 (formerly Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles”, (“SFAS 168”)). SFAS 168 replaces FASB Statement No. 162, "The Hierarchy of Generally Accepted Accounting Principles", and establishes the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by non-governmental entities in the preparation of financial statements in conformity with GAAP. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Codification only had the effect of amending US GAAP references to authoritative accounting guidance in the Company’s financial statements.
  81
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP(Continued)
 
 (a)
Recent US accounting pronouncements (Continued)
 
 (ii)
In May 2009, the FASB issued new guidance for accounting for subsequent events. The new guidance, which is now part of ASC 855-10, “Subsequent Events” (formerly, SFAS No. 165, “Subsequent Events”), is consistent with existing auditing standards in defining subsequent events as events or transactions that occur after the balance sheet date but before the financial statements are issued or are available to be issued, but it also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. The new guidance defines two types of subsequent events: “recognized subsequent events” and “non-recognized subsequent events.” Recognized subsequent events provide additional evidence about conditions that existed at the balance sheet date and must be reflected in the company’s financial statements. Non-recognized subsequent events provide evidence about conditions that arose after the balance sheet date and are not reflected in the financial statements of a company. Certain non-recognized subsequent events may require disclosure to prevent the financial statements from being misleading. The new guidance was effective on a prospective basis for interim or annual periods ending after June 15, 2009. This standard had no impact on the Company’s financial statements.
 
 (iii)
In February 2010, FASB issued Accounting Standards Update (“ASU”) 2010-09, “Subsequent Event (Topic 855) Amendments to Certain Recognition and Disclosure Requirements”. ASU 2010-09 removes the requirement for an SEC filer to disclose a date through which subsequent events have been evaluated in both issued and revised financial statements. Revised financial statements include financial statements revised as a result of either correction of an error or retrospective application of GAAP. All of the amendments in ASU 2010-09 are effective upon issuance of the final ASU, except for the use of the issued date for conduit debt obligors. That amendment is effective for interim or annual periods ending after June 15, 2010.
 
 (iv)
In June 2009, the FASB issued new guidance, which is now part of ASC 860 (formerly SFAS No. 166), “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140” (“SFAS 166”). SFAS 166 eliminates the concept of a "qualifying special-purpose entity", changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity's continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. This standard is not expected to impact the Company’s financial statements.
  82
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP(Continued)
 
 (a)
Recent US accounting pronouncements (Continued)
 
 (v)
In June 2009, the FASB issued new guidance, which is now part of ASC 810 (formerly SFAS No.167), “Amendments to FASB Interpretation No. 46(R)” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities; (2) a new approach for determining who should consolidate a variable interest entity; and (3) changes to when it is necessary to reassess who should consolidate a variable interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. This standard is not expected to impact the Company’s financial statements.
 
 (vi)
In August 2009, the FASB issued ASU No. 2009-05, “Measuring Liabilities at Fair Value”. This update provides amendments to ASC Topic 820, “Fair Value Measurements and Disclosure”, for the fair value measurement of liabilities when a quoted price in an active market is not available. ASU 2009-05 is effective for reporting periods beginning after August 28, 2009. This standard is not expected to impact the Company’s financial statements.
 
 (b)
Mineral properties
 
 The acquisition of certain mining claims located in the Lillooet Mining Division, British Columbia, 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(b)). Under US GAAP, all exploration expenditures are charged to operations when incurred.
 
 Under Canadian tax legislation, the Company can renounce mineral exploration expenditures to flow-though shareholders.  Under Canadian GAAP, the tax effect on renounced expenditures on flow-through share issuances are treated as share issue costs. Under US GAAP, the premium paid for flow-through shares in excess of market value at the time of issue is credited to other liabilities.  The liability is relieved and the corresponding future income tax liability is recognized when the Company renounces its exploration expenditures to the flow-through investors. The difference between the liability recorded at the time of issuance and the deferred tax liability upon renunciation is included as income tax expense.
  83
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP(Continued)
 
 (c)
Reconciliation of total assets, liabilities and shareholders' equity at March 31:
 
 2010


2009Total assets for Canadian GAAP

$
5,218,445


$
1,780,044Adjustments to US GAAPCapitalized mineral property expenditures


(2,954,461
)


(1,271,885
)Total assets for US GAAP

$
2,263,984


$
508,159Total liabilities for Canadian and US GAAP

$
208,714


$
203,065Capital stock for Canadian GAAP

$
26,187,285


$
22,941,591Adjustments to US GAAPFlow-through shares


183,907



183,907Congress adjustment (Note 16(b))


(1,696,550
)


(1,696,550
)Capital stock for US GAAP

$
24,674,642


$
21,428,948Contributed surplus and deficit for Canadian GAAP

$
(21,171,961
)

$
21,347,836
)Adjustments to US GAAPCapitalized mineral property expenditures


(2,954,461
)


(1,271,885
)Flow-through shares


(183,907
)


(183,907
)Congress adjustment (Note 16(b))


1,696,550



1,696,550Contributed surplus and deficit for US GAAP

$
(22,613,779
)

$
(21,107,078
)Accumulated other comprehensive income per Canadian and US GAAP

$
(5,593
)

$
(16,776
)Total liabilities, andshareholders’ equity per US GAAP

$
2,263,984


$
508,159
  84
 
 LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
 
 16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP(Continued)
 
 (d)
Reconciliation of net loss for the years ended March 31:
 
 2010


2009


2008Net loss for Canadian GAAP

$
(730,892
)

$
(330,822
)

$
(574,757
)Adjustments decreasing (increasing) net lossStock-based compensation included in mineral properties for year


-



-



(17,870
)Exploration (expenditures) for year


(1,682,576
)


93,836



(335,664
)Net loss for US GAAP

$
(2,413,468
)

$
(236,986
)

$
(928,291
)Loss per share for Canadian GAAP - Basic

$
(0.01
)

$
(0.01
)

$
(0.01
)Loss per share for US GAAP

$
(0.04
)

$
(0.01
)

$
(0.02
)Weighted average number of common shares outstanding (Canadian and US GAAP)


56,351,851



45,364,278



43,620,661
  85
  LEVON RESOURCES LTD.
 (An Exploration Stage Company)
 Notes to Financial Statements
 (in Canadian Dollars)
 Years ended March 31
  16.           DIFFERENCES BETWEEN CANADIAN GAAP AND UNITED STATES GAAP(Continued)
 
 (e)
Reconciliations of statements of cash flows for the years ended March 31:
 
 2010


2009


2008Net cash used in operating activities for Canadian GAAP

$
(446,536
)

$
(238,622
)

$
(533,399
)Adjustments to net loss involving use of cashExpenditures on mineral interests


(1,682,576
)


(37,114
)


(293,470
)Net cash used in operating activities for  US GAAP


(2,129,112
)


(275,736
)


(826,869
)Net cash used in investing activities for Canadian GAAP


(1,731,209
)


(99,972
)


(291,370
)Expenditures on mineral property interests


1,682,576



37,114



293,470Net cash provided by (used in) investing activities for Canadian and US GAAP


(48,633
)


(62,858
)


2,100Net cash flows provided by financing activities  for Canadian and US GAAP


3,914,615



413,000



417,500Effect of foreign exchange on cash


(11,658
)


-



-Net increase (decrease) in cash for Canadian and US GAAP


1,725,212



74,406



(407,269
)Cash, beginning of year for Canadian and US GAAP


295,736



221,330



628,599Cash, end of year for Canadian and US GAAP

$
2,020,948


$
295,736


$
221,330
 
 17.           COMPARATIVE FIGURES
 
 Certain of the 2009 comparative figures have been reclassified to conform to the current year’s presentation.
  86
 
 SIGNATURE
 
 The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F/A and that it has duly caused and authorized the undersigned to sign this Annual Report on its behalf.
  LEVON RESOURCES LTD.Dated: August 8, 2011
By:
/s/ Ron TremblayRon Tremblay, Chief Executive Officer(Principal Executive Officer)
  87
 
 Exhibit Index
  Exhibit Number

Name1.1

Memorandum of Levon Resources Ltd. *1.2

Articles of Levon Resources Ltd. *8.1

List of Subsidiaries12.1

Certification of the Principal Executive Officer12.2

Certification of the Principal Financial Officer13.1

Certificate of Principal Executive Officer under the Sarbanes-Oxley Act13.2

Certificate of Principal Financial Officer under the Sarbanes-Oxley Act
  * Previously filed
  88