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

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                    For the fiscal year ended August 31, 2008

                        Commission file number 333-138148

                              Zebra Resources, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                                 20-5243308
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

     29773 Niguel Road, Suite A
         Laguna Niguel, CA                                          92677
(Address of Principal Executive Offices)                          (Zip Code)

                                  (949)481-5396
                               (Telephone Number)

                           #802-700 West Pender Street
                              Vancouver, BC V6C 1G8
                 (Former Address of Principal Executive Offices)

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

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

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

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act Yes [ ] No [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 [X] No [ ]

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [X] No [ ]

As of August 31, 2008, the registrant had 32,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of August 31, 2008.
<PAGE>
                              ZEBRA RESOURCES, INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                        6
Item 2.  Properties                                                          8
Item 3.  Legal Proceedings                                                   9
Item 4.  Submission of Matters to a Vote of Security Holders                 9

                                Part II

Item 5.  Market for Registrant's Common Equity & Related Stockholder
         Matters                                                             9
Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                              11
Item 8.  Financial Statements                                               16
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                               27
Item 9A. Controls and Procedures                                            27

                               Part III

Item 10. Directors and Executive Officers                                   28
Item 11. Executive Compensation                                             31
Item 12. Security Ownership of Certain Beneficial Owners and Management     32
Item 13. Certain Relationships and Related Transactions                     32
Item 14. Principal Accounting Fees and Services                             33

                                Part IV

Item 15. Exhibits                                                           33

Signatures                                                                  34

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

THE COMPANY'S HISTORY

Zebra Resources, Inc ("we", "our", "us", the "Company" or "Zebra") was
incorporated in Nevada on July 21, 2006. We were an exploration stage company
that on July 26, 2006 entered into a Mineral Property Option Agreement ("MPOA")
with Cazador Resources Ltd. which grants to Zebra Resources the sole and
exclusive right, privilege and option to explore the Astro 2006 claims. During
the period ending August 31, 2008, the Company terminated the MPOA and relieved
itself from any further obligations thereunder and we ceased our exploration
activities. In September 2008, there was a change in management, as detailed
below, and we became a development stage company. Accordingly, our financial
statements reflect our results in accordance with the disclosure requirements
for a development stage company.

CHANGE OF MANAGEMENT

On September 12, 2008 (the "Effective Date"), Karl Kottmeier resigned as our
President, Chief Executive Officer, Treasurer, Secretary, and Chief Financial
Officer. As a result on the Effective Date, Dan Gravelle was appointed as
President, Chief Executive Officer, Treasurer, Secretary and Chief Financial
Officer. Additionally, Dan Gavelle was appointed a director of the Company. Our
board of directors now consists of Karl Kottmeier and Dan Gravelle. Dan Gravelle
facilitates all corporate and admistrative operations of the Company.

THE COMPANY TODAY

Since the Effective Date, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business. We have no employees and no
material assets.

We currently have no definitive agreements or understandings with any
prospective business combination candidates and there are no assurances that we
will find a suitable business with which to combine. The implementation of our
business objectives is wholly contingent upon a business combination and/or the
successful sale of our securities. We intend to utilize the proceeds of any
offering, any sales of equity securities or debt securities, bank and other
borrowings or a combination of those sources to effect a business combination
with a target business which we believe has significant growth potential. While
we may, under certain circumstances, seek to effect business combinations with
more than one target business, unless additional financing is obtained, we will
not have sufficient proceeds remaining after an initial business combination to
undertake additional business combinations.

A common reason for a target company to enter into a merger with a shell company
is the desire to establish a public trading market for its shares. Such a
company would hope to avoid the perceived adverse consequences of undertaking a
public offering itself, such as the time delays and significant expenses
incurred to comply with the various federal and state securities law that
regulate initial public offerings.

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As a result of our limited resources, unless and until additional financing is
obtained we expect to have sufficient proceeds to effect only a single business
combination. Accordingly, the prospects for our success will be entirely
dependent upon the future performance of a single business. Unlike certain
entities that have the resources to consummate several business combinations or
entities operating in multiple industries or multiple segments of a single
industry, we will not have the resources to diversify our operations or benefit
from the possible spreading of risks or offsetting of losses. A target business
may be dependent upon the development or market acceptance of a single or
limited number of products, processes or services, in which case there will be
an even higher risk that the target business will not prove to be commercially
viable.

Our officer is only required to devote a small portion of his time (less than
10%) to our affairs on a part-time or as-needed basis. We expect to use outside
consultants, advisors, attorneys and accountants as necessary, none of which
will be hired on a retainer basis. We do not anticipate hiring any full-time
employees so long as we are seeking and evaluating business opportunities.

We do not expect our present management to play any managerial role for us
following a business combination. Although we intend to scrutinize closely the
management of a prospective target business in connection with our evaluation of
a business combination with a target business, our assessment of management may
be incorrect.

In evaluating a prospective target business, we will consider several factors,
including the following:

     -    experience and skill of management and availability of additional
          personnel of the target business;

     -    costs associated with effecting the business combination;

     -    equity interest retained by our stockholders in the merged entity;

     -    growth potential of the target business;

     -    capital requirements of the target business;

     -    capital available to the target business;

     -    stage of development of the target business;

     -    proprietary features and degree of intellectual property or other
          protection of the target business;

     -    the financial statements of the target business; and

     -    the regulatory environment in which the target business operates.

The foregoing criteria are not intended to be exhaustive and any evaluation
relating to the merits of a particular target business will be based, to the
extent relevant, on the above factors, as well as other considerations we deem
relevant. In connection with our evaluation of a prospective target business, we
anticipate that we will conduct a due diligence review which will encompass,
among other things, meeting with incumbent management as well as a review of
financial, legal and other information.

                                       4
<PAGE>
The time and costs required to select and evaluate a target business (including
conducting a due diligence review) and to structure and consummate the business
combination (including negotiating and documenting relevant agreements and
preparing requisite documents for filing pursuant to applicable corporate and
securities laws) cannot be determined at this time. Our president intends to
devote only a very small portion of his time to our affairs, and, accordingly,
the consummation of a business combination may require a longer time than if he
devoted his full time to our affairs. However, he will devote such time as he
deems reasonably necessary to carry out our business and affairs. The amount of
time devoted to our business and affairs may vary significantly depending upon,
among other things, whether we have identified a target business or are engaged
in active negotiation of a business combination.

We anticipate that various prospective target businesses will be brought to our
attention from various sources, including securities broker-dealers, investment
bankers, venture capitalists, bankers and other members of the financial
community, including, possibly, the executive officers and our affiliates.

Various impediments to a business combination may arise, such as appraisal
rights afforded the stockholders of a target business under the laws of its
state of organization. This may prove to be deterrent to a particular
combination.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.
We paid $5,000 US for the geology report.

NUMBER OF EMPLOYEES

We currently have one employee, which is our executive officer, namely, Dan
Gravelle. Mr. Gravelle currently devotes 2-5 hours per week to company matters.
In the future he plans to devote as much time as the board of directors
determines is necessary to manage the affairs of the company. There are no
formal employment agreements between the company and Mr. Gravelle.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10K annually and Form 10Q quarterly. In addition, we will file Form 8K and other
proxy and information statements from time to time as required. We do not intend
to voluntarily file the above reports in the event that our obligation to file
such reports is suspended under the Exchange Act. The public may read and copy
any materials that we file with the Securities and Exchange Commission, ("SEC"),
at the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.

                                       5
<PAGE>
ITEM 1A. RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION PROVIDED IN THIS REPORT, YOU SHOULD
CAREFULLY CONSIDER THE FOLLOWING FACTORS IN EVALUATING OUR BUSINESS, OPERATIONS
AND FINANCIAL CONDITION. ADDITIONAL RISKS AND UNCERTAINTIES NOT PRESENTLY KNOWN
TO US, THAT WE CURRENTLY DEEM IMMATERIAL OR THAT ARE SIMILAR TO THOSE FACED BY
OTHER COMPANIES IN OUR INDUSTRY OR BUSINESS IN GENERAL, SUCH AS COMPETITIVE
CONDITIONS, MAY ALSO IMPAIR OUR BUSINESS OPERATIONS. THE OCCURRENCE OF ANY OF
THE FOLLOWING RISKS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS,
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

WE HAVE NO RECENT OPERATING HISTORY OR BASIS FOR EVALUATING PROSPECTS.

Since the Effective Date, we have no operating business or plans to develop one.
We are currently seeking to enter into a merger or business combination with
another operating company. To date, our efforts have been limited to meeting our
regulatory filing requirements and searching for a merger target.

WE HAVE LIMITED RESOURCES AND NO REVENUES FROM OPERATIONS, AND WILL NEED
ADDITIONAL FINANCING IN ORDER TO EXECUTE ANY BUSINESS PLAN.

We have limited resources, no revenues from operations to date and our cash on
hand may not be sufficient to satisfy our cash requirements during the next
twelve months. In addition, we will not achieve any revenues (other than
insignificant investment income) until, at the earliest, the consummation of a
merger and we cannot ascertain our capital requirements until such time. There
can be no assurance that determinations ultimately made by us will permit us to
achieve our business objectives.

WE WILL BE ABLE TO EFFECT AT MOST ONE MERGER, AND THUS MAY NOT HAVE A
DIVERSIFIED BUSINESS.

Our resources are limited and we will most likely have the ability to effect
only a single merger. This probable lack of diversification will subject us to
numerous economic, competitive and regulatory developments, any or all of which
may have a material adverse impact upon the particular industry in which we may
operate subsequent to the consummation of a merger. We will become dependent
upon the development or market acceptance of a single or limited number of
products, processes or services.

WE DEPEND SUBSTANTIALLY UPON OUR PRESIDENT, WHOSE EXPERIENCE IS LIMITED, TO MAKE
ALL MANAGEMENT DECISIONS.

Our ability to effect a merger will be dependent upon the efforts of our
president, Dan Gravelle. Notwithstanding the importance of Mr. Gravelle, we have
not entered into any employment agreement or other understanding with Mr.
Gravelle concerning compensation or obtained any "key man" life insurance on any
of his life. The loss of the services of Mr. Gravelle will have a material
adverse effect on achieving our business objectives and success. We will rely
upon the expertise of Mr. Gravelle and do not anticipate that we will hire
additional personnel.

                                       6
<PAGE>
THERE IS COMPETITION FOR THOSE PRIVATE COMPANIES SUITABLE FOR A MERGER
TRANSACTION OF THE TYPE CONTEMPLATED BY MANAGEMENT.

We are in a highly competitive market for a small number of business
opportunities which could reduce the likelihood of consummating a successful
business combination. We are and will continue to be an insignificant
participant in the business of seeking mergers with, joint ventures with and
acquisitions of small private and public entities. A large number of established
and well-financed entities, including small public companies and venture capital
firms, are active in mergers and acquisitions of companies that may be desirable
target candidates for us. Nearly all these entities have significantly greater
financial resources, technical expertise and managerial capabilities than we do;
consequently, we will be at a competitive disadvantage in identifying possible
business opportunities and successfully completing a business combination. These
competitive factors may reduce the likelihood of our identifying and
consummating a successful business combination.

FUTURE SUCCESS IS HIGHLY DEPENDENT ON THE ABILITY OF MANAGEMENT TO LOCATE AND
ATTRACT A SUITABLE ACQUISITION.

The nature of our operations is highly speculative. The success of our plan of
operation will depend to a great extent on the operations, financial condition
and management of the identified business opportunity. While management intends
to seek business combination(s) with entities having established operating
histories, we cannot assure you that we will be successful in locating
candidates meeting that criterion. In the event we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm or venture partner firm and numerous other factors beyond our
control.

WE HAVE NO AGREEMENT FOR A BUSINESS COMBINATION OR OTHER TRANSACTION.

We have no definitive agreement with respect to engaging in a merger with, joint
venture with or acquisition of, a private or public entity. No assurances can be
given that we will successfully identify and evaluate suitable business
opportunities or that we will conclude a business combination. We cannot
guarantee that we will be able to negotiate a business combination on favorable
terms, and there is consequently a risk that funds allocated to the purchase of
our shares will not be invested in a company with active business operations.

MANAGEMENT WILL CHANGE UPON THE CONSUMMATION OF A MERGER.

After the closing of a merger or business combination, it is likely our current
management will not retain any control or managerial responsibilities. Upon such
event, Mr. Gravelle intends to resign from his positions with us.

CURRENT STOCKHOLDERS WILL BE IMMEDIATELY AND SUBSTANTIALLY DILUTED UPON A MERGER
OR BUSINESS COMBINATION.

Our Articles of Incorporation authorized the issuance of 75,000,000 shares of
Common Stock. There are currently 43,000,000 authorized but unissued shares of
Common Stock available for issuance. To the extent that additional shares of

                                       7
<PAGE>
Common Stock are authorized and issued in connection with a merger or business
combination, our stockholders could experience significant dilution of their
respective ownership interests. Furthermore, the issuance of a substantial
number of shares of Common Stock may adversely affect prevailing market prices,
if any, for the Common Stock and could impair our ability to raise additional
capital through the sale of equity securities.

CONTROL BY EXISTING STOCKHOLDER.

Karl Kottmeier beneficially owns 62.5% of the outstanding shares of our Common
Stock. As a result, this stockholder is able to exercise control over matters
requiring stockholder approval, including the election of directors, and the
approval of mergers, consolidations and sales of all or substantially all of our
assets.

OUR COMMON STOCK IS A "PENNY STOCK" WHICH MAY RESTRICT THE ABILITY OF
STOCKHOLDERS TO SELL OUR COMMON STOCK IN THE SECONDARY MARKET.

The SEC has adopted regulations which generally define "penny stock" to be an
equity security that has a market price, as defined, of less than $5.00 per
share, or an exercise price of less than $5.00 per share, subject to certain
exceptions, including an exception of an equity security that is quoted on a
national securities exchange. Our Common Stock is not now quoted on a national
exchange but is traded on Nasdaq's OTC Bulletin Board ("OTCBB"). Thus, they are
subject to rules that impose additional sales practice requirements on
broker-dealers who sell these securities. For example, the broker-dealer must
make a special suitability determination for the purchaser of such securities
and have received the purchaser's written consent to the transactions prior to
the purchase. Additionally, the rules require the delivery, prior to the
transaction, of a disclosure schedule prepared by the SEC relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered underwriter, and current quotations
for the securities, and, if the broker-dealer is the sole market maker, the
broker-dealer must disclose this fact and the broker-dealer's presumed control
over the market. Finally, among other requirements, monthly statements must be
sent disclosing recent price information for the penny stock held in the account
and information on the limited market in penny stocks. The "penny stock" rules,
may restrict the ability of our stockholders to sell our Common Stock and
warrants in the secondary market.

LIQUIDITY IS LIMITED, AND WE MAY BE UNABLE TO OBTAIN LISTING OF OUR COMMON STOCK
ON A MORE LIQUID MARKET.

Our Common Stock is quoted on the NASDAQ OTC Bulletin Board ("OTCBB"), which
provides significantly less liquidity than a securities exchange (such as the
American or New York Stock Exchange) or an automated quotation system (such as
the Nasdaq Global Market or Capital Market). There is uncertainty that we will
ever be accepted for a listing on an automated quotation system or national
securities exchange.

ITEM 2. PROPERTIES

We currently utilize space at the premises of Dan Gravelle, the officer and
director of the company, on a rent-free basis. The premises are located at 29773
Niguel Road, Suite A, Laguna Niguel, CA. The facilities include an answering
machine, a fax machine, computer and office equipment. We intend to use these

                                       8
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facilities for the time being until we feel we have outgrown them. We currently
have no investment policies as they pertain to real estate, real estate
interests or real estate mortgages.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended August 31, 2008.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is listed for quotation on the Over-the-Counter Bulletin Board
under the symbol "ZBRR". To date there has not been an active trading market.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares are considered penny stock under the Securities and Exchange
Act. The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

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<PAGE>
     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

SHARES AVAILABLE UNDER RULE 144

There are currently 20,000,000 shares of common stock that are considered
restricted securities under Rule 144 of the Securities Act of 1933. All
20,000,000 shares are held by an affiliate, as that term is defined in Rule
144(a)(1).

                                       10
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HOLDERS

As of August 31, 2007, we have 32,000,000 Shares of $0.001 par value common
stock issued and outstanding held by 23 shareholders of record.

The stock transfer agent for our securities is Holladay Stock Transfer, Inc.,
2939 N. 67th Place, Scottsdale, Arizona, 85251.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on its common stock. Any future determination to pay dividends will be
at the discretion of the Board of Directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, capital requirements, contractual restrictions, business prospects,
and other factors that the board of directors considers relevant.

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

GENERAL

Our plan is to seek, investigate, and consummate a merger or other business
combination, purchase of assets or other strategic transaction (i.e. a merger)
with a corporation, partnership, limited liability company or other operating
business entity (a "Merger Target") desiring the perceived advantages of
becoming a publicly reporting and publicly held corporation. We have no
operating business, and conduct minimal operations necessary to meet regulatory
requirements. Our ability to commence any operations is contingent upon
obtaining adequate financial resources.

We are not currently engaged in any business activities that provide cash flow.
The costs of investigating and analyzing business combinations for the next 12
months and beyond such time will be paid with money in our treasury.

During the next twelve months we anticipate incurring costs related to:

     (i)  filing of Exchange Act reports, and

     (ii) costs relating to identifying and consummating a transaction with a
          Merger Target.

We believe we will be able to meet these costs through use of funds in our
treasury and additional amounts, as necessary, to be loaned to or invested in us
by our stockholders, management or other investors.

We may consider a business which has recently commenced operations, is a
developing company in need of additional funds for expansion into new products
or markets, is seeking to develop a new product or service, or is an established
business which may be experiencing financial or operating difficulties and is in

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need of additional capital. In the alternative, a business combination may
involve the acquisition of, or merger with, a company which does not need
substantial additional capital, but which desires to establish a public trading
market for its shares, while avoiding, among other things, the time delays,
significant expense, and loss of voting control which may occur in a public
offering.

On the Effective Date, Dan Gravelle became our president, secretary and our
chief financial officer. Mr. Gravelle is only required to devote a small portion
of his time (less than 10%) to our affairs on a part-time or as-needed basis. No
regular compensation has, in the past, nor is anticipated in the future, to be
paid to any officer or director in their capacities as such. We do not
anticipate hiring any full-time employees as long as we are seeking and
evaluating business opportunities.

Since the Effective Date, we had not incurred any material costs or expenses
other than those associated with our minimal operations necessary to meet
regulatory requirements.

At August 31, 2008, we had cash on hand of $28,241, which comprised our total
assets. Since we have no revenue or plans to generate any revenue, if our
expenses exceed our cash currently on hand we will be dependent upon loans to
fund losses incurred in excess of our cash.

EQUIPMENT AND EMPLOYEES

As of August 31, 2008, we had no operating business, no equipment, and no
employees. We do not intend to develop our own operating business but instead
plan to merge with an operating company.

OPERATIONAL RESULTS FOR THE YEARS ENDED AUGUST 31, 2008 AND 2007

We incurred operating expenses of $3,010 for the three-month period ended August
31, 2007. For the three-month period ended August 31, 2008, we recorded a credit
of $1,489 consisting of a recovery of previously accrued exploration expenses of
$5,000 and other general and administrative expenses of $3,511. We incurred
operating expenses of $20,102 and $15,058 for the years ended August 31, 2008
and 2007, respectively. These expenses consisted of general and administrative
expenses and for the year ended August 31, 2008. They also included $2,500 in
net exploration costs, there were no exploration costs for the year ended August
31, 2007. Since inception we have incurred $53,735 in operating costs, $17,500
of that amount were net exploration costs.

At August 31, 2008, we had cash on hand of $28,241, which comprised our total
assets. At the same date, our liabilities consisted of $1,976 in accounts
payable and accrued liabilities.

Cash provided by financing activities from inception through August 31, 2008 was
$80,000 resulting from the sale of our common stock to our director who
purchased 20,000,000 shares of our common stock at $0.001 per share on July 25,
2006 for $20,000 and 12,000,000 shares of our common stock sold at $0.005 per
share pursuant to our SB-2 prospectus offering which was completed on December
20, 2006 for total proceeds of $60,000.

The following table provides selected financial data about our company as of
August 31, 2008.

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                     Balance Sheet Data:           8/31/08
                     -------------------           -------

                     Cash                          $28,241
                     Total assets                  $28,241
                     Total liabilities             $ 1,976
                     Stockholders' equity          $26,265

Our auditors have expressed substantial doubt about our ability to continue as a
going concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

We currently have $28,241 cash in the bank which comprises our total assets.
Management believes that the current cash is sufficient to cover our expenses
for the next 12 months.

CRITICAL ACCOUNTING POLICIES

Management's discussion and analysis of our financial condition and results of
operations are based on the financial statements which are prepared in
accordance with accounting principles generally accepted in the United States of
America (GAAP). The preparation of such financial statements requires Management
to make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, Management will evaluate its estimates and
will base its estimates on historical experience, as well as on various other
assumptions in light of the circumstances surrounding the estimate, and the
results will form the basis in making judgments about the carrying values of our
assets and liabilities that are not readily apparent from other sources. It
should be noted, however, that actual results could materially differ from the
amount derived from Management's estimates under different assumptions or
conditions.

USE OF ESTIMATES - The preparation of the financial statements in conformity
with generally accepted accounting principles 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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences attributable
to differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax basis and tax credit carry
forwards. Deferred tax assets and liabilities are measured using enacted tax
rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax
assets and liabilities of a change in tax rates is recognized in operations in
the period that includes the enactment date.

                                       13
<PAGE>
Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has established a valuation allowance for the full
tax benefit of the operating loss carryovers due to the uncertainty regarding
realization.

NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share (SFAS 128) and SEC Staff
Accounting Bulletin No. 98 (SAB 98). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from July
20, 2006 (Date of Inception) through August 31, 2008, the Company had no
potentially dilutive securities.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly, no stock-based compensation has
been recorded to date.

NEW ACCOUNTING PRONOUNCEMENTS - In September 2006, the FASB issued Statement No.
157, "Fair Value Measurements" (FAS 157), which defines fair value, establishes
a framework for measuring fair value, and expands disclosures about fair value
measurements. The provisions of FAS 157 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 157 will
have on our financial statements.

In September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)" (FAS 158). FAS 158 requires that
employers recognize the funded status of their defined benefit pension and other
postretirement plans on the balance sheet and recognize as a component of other
comprehensive income, net of tax, the plan-related gains or losses and prior
service costs or credits that arise during the period but are not recognized as
components of net periodic benefit cost. We adopted FAS 158 on April 30, 2007.
The adoption of FAS 158 did not have a significant impact on our financial
statements.

In February 2007, the FASB issued Statement No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB
Statement No. 115" (FAS 159). FAS 159 permits companies to choose to measure
many financial instruments and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure requirements designed to facilitate comparisons between companies
that choose different measurement attributes for similar types of assets and
liabilities. The provisions of FAS 159 become effective as of the beginning of
our 2009 fiscal year. We are currently evaluating the impact that FAS 159 will
have on our financial statements.

In December 2007, the FASB issued SFAS 160, Noncontrolling Interests in
Consolidated Financial Statements, an amendment of ARB No. 51 which applies to
all entities that prepare consolidated financial statements, except
not-for-profit organizations, but will affect only those entities that have an
outstanding noncontrolling interest in one or more subsidiaries or that
deconsolidate a subsidiary. The statement is effective for annual periods
beginning after December 15, 2008.

                                       14
<PAGE>
In March 2008, the FASB issued SFAS No. 161, "Disclosures about Derivative
Instruments and Hedging Activities - an amendment of FASB Statement No. 133,"
(SFAS "161") as amended and interpreted, which requires enhanced disclosures
about an entity's derivative and hedging activities and thereby improves the
transparency of financial reporting. Disclosing the fair values of derivative
instruments and their gains and losses in a tabular format provides a more
complete picture of the location in an entity's financial statements of both the
derivative positions existing at period end and the effect of using derivatives
during the reporting period. Entities are required to provide enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative instruments and related hedged items are accounted for under
Statement 133 and its related interpretations, and (c) how derivative
instruments and related hedged items affect an entity's financial position,
financial performance, and cash flows. SFAS No. 161 is effective for financial
statements issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted. The Company is currently evaluating the
impact that FAS 161 will have on our financial statements.

In May 2008, the FASB issued SFAS No. 163, "Accounting for Financial Guarantee
Insurance Contracts - an interpretation of FASB Statement No. 60." SFAS 163
requires that an insurance enterprise recognize a claim liability prior to an
event of default (insured event) when there is evidence that credit
deterioration has occurred in an insured financial obligation. This Statement
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities. Those clarifications will increase
comparability in financial reporting of financial guarantee insurance contracts
by insurance enterprises. This Statement requires expanded disclosures about
financial guarantee insurance contracts. The accounting and disclosure
requirements of the Statement will improve the quality of information provided
to users of financial statements. SFAS 163 will be effective for financial
statements issued for fiscal years beginning after December 15, 2008. The
Company does not expect the adoption of SFAS 163 will have a material impact on
its financial condition or results of operation.

FORWARD LOOKING STATEMENTS

Some of the statements contained in this Form 10-K that are not historical facts
are "forward-looking statements" which can be identified by the use of
terminology such as "estimates," "projects," "plans," "believes," "expects,"
"anticipates," "intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to be cautious of
the forward-looking statements, that such statements, which are contained in
this Form 10-K, reflect our current beliefs with respect to future events and
involve known and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No assurances can be
given regarding the achievement of future results, as actual results may differ
materially as a result of the risks we face, and actual events may differ from
the assumptions underlying the statements that have been made regarding
anticipated events.

All written forward-looking statements made in connection with this Form 10-K
that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

                                       15
<PAGE>
ITEM 8. FINANCIAL STATEMENTS


                [LETTERHEAD OF DE JOYA GRIFFITH & COMPANY, LLC]


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders
Zebra Resources, Inc.
Carson City, Nevada

We have audited the  accompanying  balance sheets of Zebra  Resources,  Inc. (An
Exploration  Stage  Company)  as of August 31,  2008 and 2007,  and the  related
statements of  operations,  stockholders'  equity,  and cash flows for the years
then ended and from  inception  (July 20, 2006) through  August 31, 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 the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatement.  An  audit  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial  statements.  An audit also  includes  assessing  the  accounting
principles  used  and  significant  estimates  made  by  management,  as well as
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the  financial  position of Zebra  Resources,  Inc. (An
Exploration  Stage  Company) as of August 31, 2008 and 2007,  and the results of
its operations and cash flows for the years then ended and from inception  (July
20,  2006)  through  August  31,  2008 in  conformity  with  generally  accepted
accounting principles in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note 1 to the  financial
statements,  the Company has suffered  recurring losses from  operations,  which
raise  substantial  doubt  about its  ability to  continue  as a going  concern.
Management's  plans in regard to these matters are also described in Note 1. The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.


/s/ De Joya Griffith & Company, LLC
------------------------------------------
Henderson, Nevada
November 18, 2008


                 2580 Anthem Village Drive, Henderson, NV 89052
               Telephone (702) 588-5960 * Facsimile (702) 588-5979



                                       16
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                                 Balance Sheets
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                    August 31,         August 31,
                                                                      2008               2007
                                                                    --------           --------
                                                                    (Audited)          (Audited)
<S>                                                                 <C>                <C>
                                   ASSETS

CURRENT ASSETS
  Cash                                                              $ 28,241           $ 48,867
  Prepaid                                                                 --              7,500
                                                                    --------           --------
      TOTAL CURRENT ASSETS                                            28,241             56,367
                                                                    --------           --------

      TOTAL ASSETS                                                  $ 28,241           $ 56,367
                                                                    ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable and accrued liabilities                          $  1,976           $ 10,000
                                                                    --------           --------

      TOTAL CURRENT LIABILITIES                                        1,976             10,000
                                                                    --------           --------

      TOTAL LIABILITIES                                                1,976             10,000
                                                                    --------           --------
STOCKHOLDERS' EQUITY
  Common stock
   75,000,000 authorized shares, par value $0.001
   32,000,000 shares issued and outstanding                           32,000             32,000
  Additional paid-in-capital                                          48,000             48,000
  Deficit accumulated during exploration stage                       (53,735)           (33,633)
                                                                    --------           --------

      TOTAL STOCKHOLDERS' EQUITY                                      26,265             46,367
                                                                    --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                    $ 28,241           $ 56,367
                                                                    ========           ========
</TABLE>


                See accompanying notes to financial statements.

                                       17
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                            Statements of Operations
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                                      From Inception
                                                  Twelve Months Ended              (July 20, 2006) to
                                                       August 31,                       August 31,
                                              2008                  2007                  2008
                                           -----------           -----------           -----------
                                            (audited)             (audited)             (audited)
<S>                                        <C>                   <C>                   <C>
REVENUES
  Revenues                                 $        --           $        --           $        --
                                           -----------           -----------           -----------

      Total revenues                                --                    --                    --
                                           -----------           -----------           -----------
EXPENSES
  Operating expenses
    Exploration expenses                         2,500                    --                17,500
    General and adminstrative                    5,573                 3,553                12,696
    Professional fees                           12,029                11,505                23,539
                                           -----------           -----------           -----------
      Total operating expenses                  20,102                15,058                53,735
                                           -----------           -----------           -----------

NET LOSS FROM OPERATIONS                       (20,102)              (15,058)              (53,735)
                                           -----------           -----------           -----------

      Net loss                             $   (20,102)          $   (15,058)          $   (53,735)
                                           ===========           ===========           ===========

BASIC EARNINGS PER COMMON SHARE                  (0.00)                (0.00)
                                           -----------           -----------
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                         32,000,000            28,350,685
                                           ===========           ===========
</TABLE>


                See accompanying notes to financial statements.

                                       18
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Statement of Stockholders' Equity
                From Inception (July 20, 2006) to August 31, 2008
                            (Stated in U.S. Dollars)
                                    (audited)

<TABLE>
<CAPTION>
                                                                                    Deficit
                                                                                  Accumulated
                                                                    Additional     During the
                                           Common Shares             Paid In      Exploration
                                       Number         Amount         Capital         Stage           Total
                                       ------         ------         -------         -----           -----
<S>                                  <C>             <C>           <C>             <C>              <C>
Balance, July 20, 2006                      --       $     --       $     --      $      --       $      --

Issued for cash at $0.001 per
 share on July 25, 2006             20,000,000         20,000             --             --          20,000

Net loss                                    --             --             --        (18,575)        (18,575)
                                   -----------       --------       --------      ---------       ---------

Balance, August 31, 2006            20,000,000         20,000             --        (18,575)          1,425

Issued for cash at $0.005 per
 share on December 20, 2006         12,000,000         12,000         48,000             --          60,000

Net loss                                    --             --             --        (15,058)        (15,058)
                                   -----------       --------       --------      ---------       ---------

Balance, August 31, 2007            32,000,000         32,000         48,000        (33,633)         46,367

Net loss                                    --             --             --        (20,102)        (20,102)
                                   -----------       --------       --------      ---------       ---------

Balance, August 31, 2008            32,000,000       $ 32,000       $ 48,000      $ (53,735)      $  26,265
                                   ===========       ========       ========      =========       =========
</TABLE>


                See accompanying notes to financial statements.

                                       19
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                            Statements of Cash Flows
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>
                                                                Twelve Months      Twelve Months     From Inception
                                                                   Ended              Ended        (July 20, 2006) to
                                                                  August 31,         August 31,         August 31,
                                                                    2008               2007               2008
                                                                  --------           --------           --------
                                                                  (Audited)          (Audited)          (Audited)
<S>                                                               <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                        $(20,102)          $(15,058)          $(53,735)
  Change in operating assets and liabilities:
    (Decrease) in accounts payable and accrued liabilities          (8,024)                --              1,976
    (Decrease) in due to a related party                                --               (840)                --
    Decrease (increase) in prepaid                                   7,500             (7,500)                --
                                                                  --------           --------           --------

NET CASH FLOWS USED IN OPERATING ACTIVITIES                        (20,626)           (23,398)           (51,759)
                                                                  --------           --------           --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds on sale of common stock                                      --             60,000             80,000
                                                                  --------           --------           --------
NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES                         --             60,000             80,000
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                    (20,626)            36,602             28,241

CASH, BEGINNING OF THE PERIOD                                       48,867             12,265                 --
                                                                  --------           --------           --------

CASH, END OF THE PERIOD                                           $ 28,241           $ 48,867           $ 28,241
                                                                  ========           ========           ========
</TABLE>


                 See accompanying notes to financial statements.

                                       20
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)


1. DESCRIPTION OF THE BUSINESS AND HISTORY

DESCRIPTION  OF THE  BUSINESS  AND  HISTORY  - Zebra  Resources  Inc.,  a Nevada
corporation, (hereinafter referred to as the "Company" or "Zebra Resources") was
incorporated  in the State of Nevada on July 20, 2006. The Company was formed to
engage in the  acquisition,  exploration  and  development  of natural  resource
properties of merit. The Company acquired a mineral claims option located in the
Province of British  Columbia,  Canada  during the period ending August 31, 2006
for $15,000.  The Company entered into a Mineral Property Options Agreement (the
"MPOA") with a private British Columbia company, whereby the Company obtained an
option to  acquire  mineral  claims  known as "Astro  2006"  located  in British
Columbia.  During the period ending August 31, 2008, the Company  terminated the
MPOA and relieved itself from any further obligations thereunder.

On September 12, 2008, Karl Kottmeier resigned as our President, Chief Executive
Officer,  Treasurer,  and Chief Financial Officer. As a result, on September 12,
2008,  we  appointed  Dan  Gravelle  as  President,   Chief  Executive  Officer,
Treasurer,  and  Chief  Financial  Officer  of the  Company.  Additionally,  Mr.
Gravelle was appointed a director of the Company.

Our board of directors is now comprised of Karl Kottmeier and Dan Gravelle.

THE  COMPANY  TODAY - The  Company is  currently  a  development  stage  company
reporting  under the  provisions of Statement of Financial  Accounting  Standard
("FASB") No. 7, "Accounting and Reporting for Development Stage Enterprises."

Since  September 12, 2008, our purpose has been to serve as a vehicle to acquire
an operating business and we are currently considered a "shell" company inasmuch
as we are not generating revenues, do not own an operating business, and have no
specific plan other than to engage in a merger or acquisition transaction with a
yet-to-be identified operating company or business.  We have no employees and no
material assets.

GOING CONCERN - The Company incurred net losses of $53,735 since Inception (July
20,  2006) to August 31,  2008 and has  commenced  limited  operations,  raising
substantial  doubt about the Company's  ability to continue as a going  concern.
The Company will seek additional sources of capital through the issuance of debt
or  equity  financing,  but  there  can be no  assurance  the  Company  will  be
successful in accomplishing its objectives.

                                       21
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)


1. DESCRIPTION OF THE BUSINESS AND HISTORY (Continued)

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

2. SIGNIFICANT ACCOUNTING POLICIES

YEAR END - The Company's year end is August 31.

USE OF ESTIMATES - The  preparation  of the  financial  statements in conformity
with  generally  accepted  accounting  principles  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 amount of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

CASH AND CASH  EQUIVALENTS  - For purposes of the  statement of cash flows,  the
Company considers highly liquid financial  instruments purchased with a maturity
of three months or less to be cash equivalents.

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting Standards No. 109, which requires recognition
of deferred tax assets and liabilities for future tax consequences  attributable
to  differences  between the financial  statement  carrying  amounts of existing
assets  and  liabilities   and  their   respective  tax  basis  and  tax  credit
carry-forwards.  Deferred tax assets and  liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
operations in the period that includes the enactment date.

The Company has a net operating loss  carry-forward  to be used in future years.
The Company has  established  a valuation  allowance for the full tax benefit of
the operating loss carry-forwards due to the uncertainty regarding realization.

FAIR VALUE OF FINANCIAL  INSTRUMENTS - Financial  accounting standards statement
No.107.  "Disclosure  About Fair Value of Financial  Instruments",  requires the
Company to disclose,  when reasonably  attainable,  the fair market value of its
assets  and  liabilities  which are  deemed  to be  financial  instruments.  The
carrying amount and estimated fair values of the Company's financial instruments
approximated their fair value due to their short-term nature.

                                       22
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with SFAS No.  128,  "Earnings  per Share"  (SFAS 128) and SEC Staff
Accounting  Bulletin No. 98 (SAB 98).  Under the  provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss
per share gives effect to common stock  equivalents;  however,  potential common
shares are excluded if their effect is  anti-dilutive.  For the period from July
20,  2006 (Date of  Inception)  through  August 31,  2008,  the  Company  had no
potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly, no stock-based compensation has
been recorded to date.

NEW ACCOUNTING PRONOUNCEMENTS - In September 2006, the FASB issued Statement No.
157, "Fair Value Measurements" (FAS 157), which defines fair value,  establishes
a framework for measuring fair value, and expands  disclosures  about fair value
measurements.  The provisions of FAS 157 become effective as of the beginning of
our 2009 fiscal year. We are currently  evaluating  the impact that FAS 157 will
have on our financial statements.

In September 2006, the FASB issued Statement No. 158, "Employer's Accounting for
Defined  Benefit Pension and Other  Postretirement  Plans - an amendment of FASB
Statements  No. 87, 88,  106,  and  132(R)"  (FAS 158).  FAS 158  requires  that
employers recognize the funded status of their defined benefit pension and other
postretirement  plans on the balance sheet and recognize as a component of other
comprehensive  income,  net of tax, the  plan-related  gains or losses and prior
service costs or credits that arise during the period but are not  recognized as
components  of net periodic  benefit cost. We adopted FAS 158 on April 30, 2007.
The  adoption  of FAS 158 did not have a  significant  impact  on our  financial
statements.

In February 2007, the FASB issued  Statement No. 159, "The Fair Value Option for
Financial  Assets and  Financial  Liabilities,  including  an  amendment of FASB
Statement  No. 115" (FAS 159).  FAS 159 permits  companies  to choose to measure
many  financial  instruments  and certain other items at fair value that are not
currently required to be measured at fair value and establishes presentation and
disclosure  requirements  designed to facilitate  comparisons  between companies
that choose  different  measurement  attributes  for similar types of assets and
liabilities.  The provisions of FAS 159 become  effective as of the beginning of
our 2009 fiscal year. We are currently  evaluating  the impact that FAS 159 will
have on our financial statements.

                                       23
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)


2. SIGNIFICANT ACCOUNTING POLICIES (Continued)

In  December  2007,  the FASB  issued  SFAS  160,  Noncontrolling  Interests  in
Consolidated  Financial Statements,  an amendment of ARB No. 51 which applies to
all   entities   that  prepare   consolidated   financial   statements,   except
not-for-profit  organizations,  but will affect only those entities that have an
outstanding  noncontrolling  interest  in  one  or  more  subsidiaries  or  that
deconsolidate  a  subsidiary.  The  statement  is effective  for annual  periods
beginning after December 15, 2008.

In March  2008,  the FASB issued SFAS No.  161,  "Disclosures  about  Derivative
Instruments  and Hedging  Activities - an amendment of FASB  Statement No. 133,"
(SFAS "161") as amended and  interpreted,  which requires  enhanced  disclosures
about an entity's  derivative and hedging  activities  and thereby  improves the
transparency  of financial  reporting.  Disclosing the fair values of derivative
instruments  and their  gains and  losses in a tabular  format  provides  a more
complete picture of the location in an entity's financial statements of both the
derivative  positions existing at period end and the effect of using derivatives
during  the  reporting  period.   Entities  are  required  to  provide  enhanced
disclosures about (a) how and why an entity uses derivative instruments, (b) how
derivative  instruments  and  related  hedged  items  are  accounted  for  under
Statement  133  and  its  related   interpretations,   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial  performance,  and cash flows. SFAS No. 161 is effective for financial
statements  issued for fiscal years and interim periods beginning after November
15, 2008. Early adoption is permitted.  The Company is currently  evaluating the
impact that FAS 161 will have on our financial statements.

In May 2008, the FASB issued SFAS No. 163,  "Accounting for Financial  Guarantee
Insurance  Contracts - an  interpretation  of FASB  Statement  No. 60." SFAS 163
requires that an insurance  enterprise  recognize a claim  liability prior to an
event  of  default   (insured   event)  when  there  is  evidence   that  credit
deterioration  has occurred in an insured financial  obligation.  This Statement
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium  revenue  and claim  liabilities.  Those  clarifications  will  increase
comparability in financial  reporting of financial guarantee insurance contracts
by insurance  enterprises.  This Statement  requires expanded  disclosures about
financial   guarantee  insurance   contracts.   The  accounting  and  disclosure
requirements  of the Statement will improve the quality of information  provided
to users of  financial  statements.  SFAS 163 will be  effective  for  financial
statements  issued for fiscal years  beginning  after  December  15,  2008.  The
Company does not expect the adoption of SFAS 163 will have a material  impact on
its financial condition or results of operation.

                                       24
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)


3. STOCKHOLDERS' EQUITY

The  Company has  75,000,000  shares  authorized  with a par value of $0.001 per
share.

Effective July 25, 2006, the Company issued  20,000,000 to the founding and sole
director of the Company pursuant to a stock subscription agreement at $0.001 per
share for total proceeds of $20,000.

Effective  December  20,  2006,  the  Company  issued  12,000,000  shares of the
Company's  common stock  pursuant to the Company's SB-2  prospectus  offering at
$0.005 per share for total proceeds of $60,000.

4. INCOME TAXES

The Company  accounts for income taxes using the liability  method,  under which
deferred  tax  liabilities  and assets are  determined  based on the  difference
between the financial statement carrying amounts and the tax basis of assets and
liabilities  using  enacted  tax  rates in  effect  in the  years  in which  the
differences are expected to reverse.

As of August 31, 2008,  the Company had net  operating  loss  carry-forwards  of
approximately  $53,700  which expire in varying  amounts  between 2026 and 2028.
Realization  of this  potential  future tax benefit is dependent  on  generating
sufficient  taxable  income prior to expiration of the loss  carry-forward.  The
deferred tax asset related to this potential  future tax benefit has been offset
by a valuation  allowance  in the same  amount.  The amount of the  deferred tax
asset ultimately  realizable could be increased in the near term if estimates of
future taxable income during the carry-forward period are revised.

Deferred  income tax assets of $18,807  and $14,698 at August 31, 2008 and 2007,
respectively  were  offset  in  full by a  valuation  allowance.  The  valuation
allowance was increased by $4,109 during the year ended August 31, 2008.

The  components of the Company's net deferred tax assets,  including a valuation
allowance, are as follows:

                                       25
<PAGE>
                              ZEBRA RESOURCES INC.
                        (A Development Stage Enterprise)
                        Notes to the Financial Statements
                             August 31 2008 and 2007
                                    (Audited)
                          (Expressed in U.S. Dollars)

                                                        As of           As of
                                                      August 31,      August 31,
                                                         2008            2007
                                                       --------        --------
Deferred tax assets:
  Net operating loss carry-forwards                    $ 18,807        $ 14,698
                                                       --------        --------
      Total deferred tax assets                          18,807          14,698
                                                       --------        --------

Net deferred tax assets before valuation allowance       18,807          14,698
Less: Valuation allowance                               (18,807)        (14,698)
                                                       --------        --------
Net deferred tax assets                                $     --        $     --
                                                       ========        ========

A  reconciliation  between  the  amounts of income  tax  benefit  determined  by
applying the applicable U.S. and State statutory income tax rate to pre-tax loss
is as follows:

                                                        As of           As of
                                                      August 31,      August 31,
                                                         2008            2007
                                                       --------        --------

Statutory federal income tax                             (35.0%)         (35.0%)
Statutory state income tax                                (0.0%)          (8.7%)
                                                       --------        --------
Change in valuation allowance on
 deferred tax assets                                       35.0%           43.7%
                                                       ========        ========

5. SUBSEQUENT EVENTS

On September 12, 2008, Karl Kottmeier resigned as our President, Chief Executive
Officer,  Treasurer,  and Chief Financial Officer. As a result, on September 12,
2008,  we  appointed  Dan  Gravelle  as  President,   Chief  Executive  Officer,
Treasurer,  and  Chief  Financial  Officer  of the  Company.  Additionally,  Mr.
Gravelle was appointed a director of the Company.

                                       26
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

                                       27
<PAGE>
LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on the
Company's Board of Directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Due to the nature of this material weakness, there is a more than remote
likelihood that misstatements which could be material to the annual or interim
financial statements could occur that would not be prevented or detected.

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

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the evaluation
date.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The directors and officer of Zebra Resources Inc., whose one year term will
expire 8/01/09, or at such a time as their successor(s) shall be elected and
qualified are as follows:

Name & Address           Age      Position    Date First Elected    Term Expires
--------------           ---      --------    ------------------    ------------

Dan Gravelle             38       President,        9/12/08           8/01/09
29773 Niguel Road                 Treasurer,
Suite A                           CFO, CEO &
Laguna Niguel, CA  92677          Director

Karl Kottmeier           40       President,        7/20/06           8/01/09
802-700 West Pender St            Treasurer,
Vancouver, BC                     CFO, CEO &
Canada  V6C 1G8                   Director

                                       28
<PAGE>
The foregoing persons are promoters of Zebra Resources, as that term is defined
in the rules and regulations promulgated under the Securities and Exchange Act
of 1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successor has been elected and qualified. Officers are appointed to
serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

Our sole officer, Mr. Gravelle, currently devotes 2- 5 hours per week to company
matters. In the future he will devote as much time as the board of directors
deems necessary to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

RESUMES

DAN GRAVELLE

Mr. Gravelle graduated from Merrimack College in North Andover, Massachusetts in
1993 with a Bachelor of Science in Business Administration with a major in
Marketing and a minor in French. He was also a four year lettermen and All-Star
in NCAA Division 1 College Ice Hockey and was drafted by the Chicago Blackhawks
of the National Hockey League. He subsequently played over 10 years of
professional hockey in North America and Europe. Mr. Gravelle was also a
successful entrepreneur in business during his playing career running several
hockey schools and clinics, coaching and working as an independent Player/Agent.
Mr. Gravelle spent several years in sales and marketing after his hockey playing
career including a sales position as a Lumber Broker for Sitka Forest Products
before joining the Financial Media Group as a Senior Analyst/Sales Executive. In
2007, Mr. Gravelle founded Goal Capital, LLC, an Investor Relations company
based out of Laguna Niguel, California. His current position with the company is
President and CEO.

KARL KOTTMEIER

PROFESSIONAL EXPERIENCE

1992 Royal Trust - RSP Administrator

                                       29
<PAGE>
1993 McDermid St. Lawrence Chisholm Securities (now Raymond James Ltd)

     Hired as broker's  assistant and general assistant to the Corporate Finance
     department.  Progressed  to become  independent  broker and full  member of
     corporate finance department.

     Developed  personal  book of  business  with over 300  clients  focusing on
     proprietary venture capital underwritings. Lead or participated in numerous
     underwritings annually.

     Corporate Finance experience includes sourcing,  research, issue structure,
     finance, listing and syndication.

     Resigned Corporate Finance position April 2003.

2003 Leede Financial Markets - Investment Advisor. Resigned October 2004

2004 Sargold  Resource Corp. - Vice  President,  Corporate  Communications.  TSX
     Venture  Exchange  mineral  exploration  company.  Directly  responsible
     for all marketing and corporate developments including finance. Resigned
     January 2005.

2005 President,  Rockgate  Capital Corp. TSX Venture listed mineral  exploration
     company.  Created, listed and financed company.  Company is currently
     actively a uranium/silver  project  in Mali,  west  Africa.  Directly
     responsible  for all corporate affairs. Currently active in this role.

2008 President  of  Durango   Capital  Corp.,  a  TSX  Venture  listed  mineral
     exploration company active in northern British Columbia,  President of
     Rockridge Capital Corp. a TSX Venture  listed capital pool company,
     President,  Northrock Resources  Inc., a TSX Venture  listed  mineral
     exploration  company  active in Nunavut Territory, Canada.

RELEVANT EDUCATION

University of British Columbia, Vancouver, BC April 2001
Bachelor of Arts, American History

Annual Continuing Education requirements for Investment Advisors

UNIVERSITY-EXTRA CURRICULAR EXPERIENCE

     *    Director of Finance, UBC Alma Mater Society, 1988 - 1990
     *    Assistant Director of Finance UBC, AMS, 1987 - 1988
     *    House Manager, Phi Gamma Delta Fraternity, 1987 - 1988

                                       30
<PAGE>
CODE OF ETHICS

We do not currently have a code of ethics. Because we have only limited business
operations and only one officer and two directors, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation.  The current Board of Directors is
comprised of Mr. Dan Gravelle and Mr. Karl Kottmeier.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Dan Gravelle    2008     0          0          0            0          0             0            0          0
CEO,
President,
Director

Karl
Kottmeier       2008     0          0          0            0          0             0            0          0
CEO,            2007     0          0          0            0          0             0            0          0
President,      2006     0          0          0            0          0             0            0          0
Director
</TABLE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Dan            0              0              0           0           0           0            0           0            0
Gravelle

Karl           0              0              0           0           0           0            0           0            0
Kottmeier
</TABLE>

                                       31
<PAGE>
                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Dan Gravelle        0          0          0             0                0              0             0

Karl Kottmeier      0          0          0             0                0              0             0

</TABLE>

There are no current employment agreements between the company and its executive
officer.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Zebra Resources'
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of our common stock as of the date
of this report:

     Name and Address of                 No. of            Percentage
      Beneficial Owner                   Shares           of Ownership:
      ----------------                   ------           -------------

     Dan Gravelle                               0                0%
     29773 Niguel Road
     Suite A
     Laguna Niguel, CA  92677

     Karl Kottmeier                    20,000,000             62.5%
     802-700 West Pender St
     Vancouver, BC
     Canada V6C 1G8

     All Officers and
      Directors as a Group             20,000,000             62.5%

----------
(1)  The persons  named above may be deemed to be a "parent" and  "promoter"  of
     the Company,  within the meaning of such terms under the  Securities Act of
     1933, as amended, by virtue of his direct holdings in the Company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Mr. Kottmeier was not paid for any underwriting services that he performed on
our behalf with respect to our offering that was completed in December 2006.

                                       32
<PAGE>
On July 26, 2006, a total of 20,000,000 shares of Common Stock were issued to
Mr. Kottmeier in exchange for $20,000 US, or $.001 per share. All of such shares
are "restricted" securities, as that term is defined by the Securities Act of
1933, as amended, and are held by a director of the Company. (See "Principal
Stockholders".)

We do not currently have any conflicts of interest by or among our current
officer, directors, key employees or advisors. We have not yet formulated a
policy for handling conflicts of interest; however, we intend to do so prior to
hiring any additional employees.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $10,000, tax
services were $Nil and other services were $Nil during the year ended August 31,
2008.

The total fees charged to the company for audit services were $4,000, tax
services were $Nil and other services were $Nil during the year ended August 31,
2007.

ITEM 15.  EXHIBITS

The following exhibits are included with this filing:

     Exhibit No.                      Description
     -----------                      -----------

        3.1         Articles of Incorporation*
        3.2         Bylaws*
       31.1         Sec. 302 Certification of Chief Executive Officer
       31.2         Sec. 302 Certification of Chief Financial Officer
       32.1         Sec. 906 Certification of Chief Executive Officer
       32.2         Sec. 906 Certification of Chief Financial Officer

----------
*    Included  in our  original  SB-2  filed  with  the  Securities  &  Exchange
     Commission on October 23, 2006 under File Number 333-138148.

                                       33
<PAGE>
                                   SIGNATURES

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

November 25, 2008                  Zebra Resources Inc., Registrant


                                       /s/ Dan Gravelle
                                       -----------------------------------
                                   By: Dan Gravelle, Director,
                                       Chief Executive Officer,
                                       Chief Financial Officer, and
                                       Principal Accounting Officer


                                       /s/ Karl Kottmeier
                                       -----------------------------------
                                   By: Karl Kottmeier, Director