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

                                    FORM 20-F

[ ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
    EXCHANGE ACT OF 1934
OR
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

    For the fiscal year ended December 31, 2008
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
OR
[ ] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934

                       Commission file number: 000-14740

                            Widescope Resources Inc.
             (Exact name of Registrant as specified in its charter)

                      Province of British Columbia, Canada
                 (Jurisdiction of incorporation or organization)

 #208 - 828 Harbourside Drive, North Vancouver, British Columbia, Canada V7P 3R9
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

   Title of each class              Name of each exchange on which registered
   -------------------              -----------------------------------------
           None                                       None

Securities  registered or to be registered pursuant to Section 12(g) of the Act.
Common Shares, no par value

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

Indicate the number of  outstanding  shares of each of the  issuer's  classes of
capital  or common  shares as of the close of the  period  covered by the annual
report:

     12,227,283 inclusive of the conversion of the outstanding Series 1
     Convertible Preferred Shares

Indicate by check mark if the registrant is a well-known  seasoned  issuer.
[ ] Yes [X] No

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

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. [X] Yes [ ] No

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, or a non-accelerated filer.

[ ] Large accelerated filer   [ ] Accelerated filer    [X] Non-accelerated filer

Indicate by check mark which financial statement item the registrant has elected
to follow. [X] Item 17 [ ] Item 18

If this is an annual report,  indicate by check mark whether the registrant is a
shell company as defined in Rule 12b-2 of the Exchange Act. [ ] Yes [X] No

Unless  otherwise  indicated,  all  references  herein are expressed in Canadian
dollars and United States currency is stated as "U.S.$__________."

THIS SUBMISSION  SHOULD BE CONSIDERED IN CONJUNCTION WITH PREVIOUSLY FILED FORMS
20-F AND 6-K. THE AUDITED FINANCIAL STATEMENTS AND NOTES THERETO ATTACHED ARE AN
INTEGRAL PART OF THIS SUBMISSION.
<PAGE>
ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not required

ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE

Not required

ITEM 3. KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following  selected  financial data has been extracted from the consolidated
financial  statements  for the last five years  prepared  pursuant  to  Canadian
generally accepted accounting  principles  ("GAAP").  Where material differences
exist  between  Canadian  and US GAAP,  corresponding  comparison  data has been
provided in US GAAP for clarity.

WIDESCOPE RESOURCES INC.
Selected Financial Data in accordance with United States GAAP
(Expressed in Canadian Dollars)

<TABLE>
<CAPTION>
                                                                    Years Ended December 31
                                            2008             2007             2006             2005            2004
                                         ----------       ----------       ----------       ----------      ----------
<S>                                <C>                    <C>              <C>              <C>             <C>
Net operating revenues             $              0                0            9,689                0          20,000

Loss from continued operations     $        (62,022)         (60,556)        (370,305)         (54,804)        (39,742)
Income from discontinued
 operations                        $            N/a              N/a              N/a              N/a             N/a
Net loss                           $       (200,977)         (60,556)        (370,350)         (54,804)        (39,742)

Loss per share from continued
 operations                        $          (0.01)           (0.01)           (0.03)           (0.01)          (0.00)
Income per share from
 discontinued operations           $            N/a              N/a              N/a              N/a             N/a
Income per share after
 discontinued operations           $            N/a              N/a              N/a              N/a             N/a

Share capital                      $     13,649,333       13,649,333       13,649,333       13,499,333      13,265,283
Common shares issued                     10,883,452       10,883,452       10,883,452        9,883,452       8,323,119
Weighted average shares
 outstanding                             10,883,452       10,883,452       10,383,452        9,084,049       8,323,119

Total assets                       $         46,312           74,339          110,607          218,438          53,870

Net assets (liabilities)           $       (166,664)        (104,642)         (44,086)         176,219          (3,027)
</TABLE>

                                       2
<PAGE>
<TABLE>
<CAPTION>
<S>                                <C>                    <C>              <C>              <C>             <C>
Convertible debentures (current
 and long term portions)           $            N/a              N/a              N/a              N/a             N/a

Cash dividends declared per
 common share                      $              0                0                0                0               0
Exchange rates (Cdn$ to U.S.$)
 period average                    $         0.9371           0.9304           0.8818           0.8253          0.7683
</TABLE>

Exchange rates (CDN$ to U.S.$)
 for most recent six months
                                           Period High     Period Low
                                           -----------     ----------
October 2008                       $          0.9426         0.7726
November 2008                      $          0.8696         0.7779
December 2008                      $          0.8358         0.7711
January 2009                       $          0.8458         0.7849
February 2009                      $          0.8202         0.7870
March 2009                         $          0.8167         0.7692
Exchange rate (CDN$ to U.S.$)
  April 27, 2009                   $          0.8260

B. Not required

C. Not required

D. RISK FACTORS

The business of the Company entails  significant risks, and an investment in the
securities of the Company should be considered highly speculative. An investment
in the  securities of the Company  should only be undertaken by persons who have
sufficient  financial  resources  to  enable  them to  assume  such  risks.  The
following is a general  description of all material  risks,  which can adversely
affect the business and in turn the financial results,  ultimately affecting the
value of an investment the Company.

     THE COMPANY HAS NO VIABLE BUSINESS.
     Having no viable  business  it is  difficult  to  determine a price for the
     common  shares.  That price must  therefore  be dependent on the value that
     each  individual  buyer and  seller  place on the future  prospects  of the
     company,  rather  than  any  objective  measurement.  This  is a very  risk
     position for shareholders, as the majority perception may turn negative and
     price decline severely.

     THE COMPANY HAS LIMITED FUNDS.
     Funds are the fuel needed to drive the  company.  Should  current  funds be
     consumed,  and the company not be able to attract more  capital,  prospects
     for shareholders  would become extremely  negative,  and shareholder losses
     will inevitably occur.

     THERE IS NO ASSURANCE THAT THE COMPANY CAN ACCESS ADDITIONAL CAPITAL.
     The  company  will  need to  demonstrate  performance  in order to  attract
     additional capital. As the mineral exploration  business has a high element
     of chance  associated  with it,  it is  possible  that none of the  current
     properties will have any value.  The capital markets could perceive this to
     be a  demonstration  of  poor  performance,  and be  unwilling  to  provide
     additional funds.  Should this happen,  shareholders will incur significant
     losses.

     THERE IS NO ASSURANCE THAT THE TRANSACTION  DISCLOSED HEREIN WITH PINEFALLS
     GOLD WILL BE SUCCESSFUL IN ITS QUEST TO FIND A COMMERCIALLY VIABLE QUANTITY
     OF MINERAL RESOURCES.

                                       3
<PAGE>
     Unless the company is able to secure other more viable projects,  providing
     better  future  prospects,  buyer  interest for common  shares will decline
     severely, resulting in lower prices and significant shareholder losses.

     THERE IS NO ASSURANCE THAT OTHER  PROSPECTIVE  MINERAL  PROPERTIES OR OTHER
     ASSETS CAN BE  ACQUIRED,  AND IF  ACQUIRED  THAT THE  NECESSARY  ADDITIONAL
     CAPITAL CAN BE ATTRACTED.
     Either of these is possible. Either occurring will have the same inevitable
     outcome. Demand for the common shares will decline severely, resulting in a
     drop in trading price, and significant shareholder losses.

     THE COMPANY HAS A HISTORY OF OPERATING LOSSES AND MAY HAVE OPERATING LOSSES
     AND A NEGATIVE CASH FLOW IN THE FUTURE.
     This  will  mean  that  additional  shares  will  need  to be  sold to fund
     operations. Without a concurrent improvement in future prospects, this will
     result in supply of stock  exceeding  demand,  and much lower prices.  This
     will cause shareholders to lose money.

     THE COMPANY'S AUDITORS HAVE INDICATED THAT U.S.  REPORTING  STANDARDS WOULD
     REQUIRE THEM TO RAISE A CONCERN ABOUT THE COMPANY'S  ABILITY TO CONTINUE AS
     A GOING CONCERN.
     Additional  capital  will  need to be  raised.  This  could  result  in the
     perception  of lowered  future  prospects,  lower demand for the  company's
     common share, lower stock prices, and shareholder losses.

     THERE  CAN BE NO  ASSURANCE  THAT A  LIQUID  MARKET  WILL  DEVELOP  FOR THE
     COMPANY'S SHARES AND THEREFORE NO ASSURANCE THAT  SHAREHOLDERS WILL BE ABLE
     TO SELL THEIR SHARES.
     Lack of liquidity that prevents  shareholders from selling, or limits their
     abilities  to sell,  will all too  likely  lead to  significant  losses for
     shareholders.

     MANAGEMENT  HAS  LITTLE  EXPERTISE  IN  MINING  OR  EXPLORATION,  WHICH MAY
     ULTIMATELY CAUSE SHAREHOLDERS TO LOSE MONEY.
     Management may waste the company's limited capital on worthless properties,
     or it may do the wrong things with properties that could have value. Either
     way, the outcome will be the same.  Money will have been wasted without any
     corresponding  creation  of value.  This will  cause  shareholders  to lose
     patience  and lose  interest.  This could lead to  significantly  increased
     selling  of  shares,  driving  down the  price,  and  leading to losses for
     investors.

     THE COMPANY'S  COMMON STOCK IS THINLY TRADED SO IT IS MORE  SUSCEPTIBLE  TO
     EXTREME  RISES OR DECLINES  IN PRICE,  AND YOU MAY NOT BE ABLE TO SELL YOUR
     SHARES AT OR ABOVE THE PRICE PAID.
     You may have difficulty  reselling shares of our common stock, either at or
     above the price paid, or even at fair market value.  The stock market often
     experiences  significant  price and volume  changes that are not related to
     the operating performance of individual  companies,  and because our common
     stock is thinly  traded it is  particularly  susceptible  to such  changes.
     These broad market  changes may cause the market price of our common shares
     to  decline,  regardless  of how well  the  company  performs.  This may be
     exaggerated  by the fact  that  the  shares  trade on the  over-the-counter
     bulletin board  ("OTCBB"),  which although owned and operated by the NASDAQ
     Stock Market Inc.,  is not the same as the NASDAQ.  Trading on the OTCBB is
     often extremely sporadic, and subject to manipulation by market-makers, and
     short sellers.  This may cause you to lose money as you may have difficulty
     selling the shares that you own.

     THE  COMPANY'S  COMMON STOCK IS SUBJECT TO THE "PENNY  STOCK"  REGULATIONS,
     WHICH ARE LIKELY TO MAKE IT MORE DIFFICULT TO SELL.
     A "penny stock" is generally a stock trading under $5.00 per share, and not
     registered  on a  national  securities  exchange  or quoted  on the  NASDAQ
     national  market.  The SEC has adopted  rules that  regulate  broker-dealer
     practices in connection  with  transactions  in penny stocks.  These rules,
     intended  to  protect  investors,  generally  have the  result of  reducing
     trading in such stocks,  restricting the pool of potential  investors,  and
     making it more  difficult for investors to sell their shares once acquired.
     Since our common  shares are subject to the "penny  stock"  rules,  you may
     find it more difficult to sell your shares.

     AS A FOREIGN  ISSUER,  THE  COMPANY IS EXEMPT  FROM  CERTAIN  INFORMATIONAL
     REQUIREMENTS OF THE EXCHANGE ACT TO WHICH DOMESTIC ISSUERS ARE SUBJECT.

                                       4
<PAGE>
     As a  foreign  issuer  we  are  not  required  to  comply  with  all of the
     informational  requirements of the Exchange Act. As a result,  there may be
     less information  concerning our company publicly available than if we were
     a domestic United States issuer. In addition, our officers,  directors, and
     principal  shareholders  are exempt  from the  reporting  and short  profit
     provisions  of Section 16 of the Exchange  Act,  and the rules  promulgated
     thereunder. Therefore, our shareholders may not know on a timely basis when
     our officers, directors, and principal shareholders purchase or sell shares
     of our common stock.

     AS A CANADIAN  COMPANY WITH MOST ASSETS AND KEY PERSONNEL  LOCATED  OUTSIDE
     THE UNITED  STATES,  YOU MAY HAVE  DIFFICULTY  IN ACQUIRING  UNITED  STATES
     JURISDICTION,  OR ENFORCING A UNITED  STATES  JUDGMENT  AGAINST US, OUR KEY
     PERSONNEL, OR ASSETS.
     As a  Canadian  company  many of our assets  and key  personnel,  including
     directors and officers,  reside outside the United States.  As a result, it
     may be difficult or impossible  for you to effect service of process within
     the United States upon us or any of our key personnel or to enforce against
     us or any of our key personnel judgments obtained in United States' courts,
     including  judgments  relating to United States  federal  securities  laws.
     Canadian  courts may not permit you to bring an original  action in Canada,
     or recognize or enforce  judgments of United States courts obtained against
     us predicated  upon the civil  liability  provisions of federal  securities
     laws of the United States,  or of any state thereof.  Furthermore,  because
     many of our assets are located in Canada,  it would be extremely  difficult
     to access these assets to satisfy any award entered  against us in a United
     States court. Accordingly,  you may have more difficulty in protecting your
     interests in the face of actions  taken by our  management,  members of our
     board  of  directors,  or  our  controlling  shareholders  than  you  would
     otherwise as shareholders of a United States public company.

     THE  COMPANY  DOES NOT  INTEND TO PAY ANY  COMMON  STOCK  DIVIDENDS  IN THE
     FORESEEABLE FUTURE.
     We have never declared or paid a dividend on our common stock, and, because
     we have very limited  resources,  we do not anticipate  declaring or paying
     any dividends in the foreseeable future. It is unlikely that the holders of
     our common shares will have an  opportunity  to profit from anything  other
     than  potential  appreciation  in the value of our  common  shares.  If you
     require dividend income, you should not rely in an investment in our common
     shares to provide it.

     FUTURE  ISSUANCES OF COMMON STOCK MAY DEPRESS  STOCK PRICES AND DILUTE YOUR
     INTEREST.
     We may issue additional shares of our common stock in future financings, or
     grant stock options to our employees,  officers, directors, and consultants
     under our stock incentive plan. Any such issuances could have the effect of
     depressing  the market price of our common stock,  and, in any case,  would
     dilute  the   percentage   ownership   interests  in  our  company  of  our
     shareholders.   In  addition  we  could  issue  securities  having  rights,
     preferences and privileges senior to those of our common shares. This could
     depress the value of our common shares.

ITEM 4. INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

The Company was incorporated under the laws of the Province of British Columbia,
Canada,  by filing of Memorandum  and Articles of  Association  on September 20,
1983,  under the name Rainbow  Resources  Ltd. The company's name was changed to
Widescope  Resources  Ltd.  on May 1, 1984,  and to Gemini  Technology  Inc.  on
September 17, 1985. In conjunction  with a reverse split of its common shares on
a five-old for one-new basis, the Company adopted the name International  Gemini
Technology  Inc effective  September 23, 1993. The Company's name was changed to
Widescope  Resources  Inc.,  effective July 12, 2006  Registrant is currently in
good standing  under the laws of British  Columbia.  The  registered and records
office of the Company and the Company's  principal executive offices are located
at #208 - 828  Harbourside  Drive North  Vancouver,  British  Columbia  V7P 3R9,
telephone 604-904-8481.

                                       5
<PAGE>
From September 1985 the company became involved in the design and marketing of a
circuit  board for a Zenith  computer  that  allowed it to emulate an IBM PC and
utilize  much of the  related  software.  Over the next  year it  broadened  its
product line to include  proprietary  computer graphics chips, custom electronic
components and equipment.  As the line of  proprietary  computer  graphics chips
were in final  development,  the  demand for the  circuit  boards for the Zenith
computer ended.

The Company  licensed its graphics chips to third parties,  and  concentrated on
developing  second  and third  generation  products.  Due to cash flow  problems
brought about by external and  unforeseeable  circumstances  and bad  management
decisions  the company was forced into a position of attempting to develop a new
generation product with little cash.

In  August of 1989 the  board  changed  direction  and top  management.  The new
strategy was to  accelerate  R&D on a new  product,  targeting a small number of
very  large  customers.  With  little  cash  and  little  ongoing  revenue,  the
inevitable  delays to the R&D  process  caused the  company to be unable to meet
payroll in February 1990. All of management  resigned and the board of directors
was changed. The shareholders  spearheaded an effort to save the Company,  which
eventually resulted in the change to the board of directors and a plan to revive
the Company's operations.

During 1991 the Company concentrated considerable effort on establishing a joint
venture in  Czechoslovakia  to exploit the European market, as well as effort to
establish a  considerable  technical  presence in the Middle East.  In addition,
contracts and joint ventures were pursued in Russia,  Singapore and Taiwan. None
of these efforts yielded tangible results.

A great deal of time and energy  was  expended  in 1993 and 1994 in an effort to
target and  conclude  an  acquisition  that would be  complimentary  to Gemini's
technical and financial capabilities. This effort continued through 1996, and at
the end of 1996 has been  unsuccessful.  In July of 1997,  Gemini  entered  into
discussions  to  acquire  the  assets  and  intellectual   property  of  Abraham
Publishing  Group  Inc.  and  certain  other  privately  owned  assets  which in
combination operate as a profitable  publishing business.  These discussions and
negotiations had not been concluded by the end of 1997, but in the first quarter
of 1998 resulted in an acquisition agreement with closing conditional on raising
US$3.25 million in expansion capital.

Closing  had not  taken  place  by the  end of  1998  due to  small  cap  market
conditions  frustrating efforts to raise the required capital.  Initiatives were
undertaken  to  identify  and  review  other  potential  acquisition  or mergers
requiring less capital.

The dot.com frenzy in the years 1999 and 2000 distorted  valuations and made any
prospective  acquisition  prohibitively  expensive.  The  return to more  normal
valuations  after  mid 2000 has  resulted  in fewer but more  reasonably  priced
prospective candidates. However as valuations became more reasonable the sources
of funding became fewer.  And the events of September 11 virtually shut down the
availability  of funding for most smaller  transactions,  particularly  the size
targeted by the  company.  Toward the end of the year  discussions  were entered
into on a proprietary medical device,  which had met some amount of success in a
niche market in Texas. At yearend discussions were progressing,  particularly as
it  appeared  that this  device  could be sold in  considerable  quantity by the
application  of effective  marketing.  This was abandoned as marketing was found
not to be the greatest  challenge.  The greatest  challenge  was  providing  the
paperwork for the multiplicity of insurers  ultimately paying for the use of the
device.

During 2002 due  diligence was done on two  businesses,  but neither was able to
demonstrate  the business case  necessary for expansion  financing.  Accordingly
neither was pursued  further as a merger or acquisition  candidate,  despite one
being in the bus shelter advertising  business, a business usually demonstrating
generally attractive economics.

                                       6
<PAGE>
During 2003 due diligence was done on several more businesses.  All but one were
abandoned  as not being able to support  the  additional  financing  required to
close.  One of those  abandoned  became the subject of further review toward the
end of the year as the owners  lowered  their  price  expectation.  At year end,
alternatives were being considered including merging with a like business,  also
available.  A  separate  business  was the  subject  of low level  investigation
throughout the year, as it was fairly early stage. It remained under observation
at year end, having made considerable business progress.

During 2004  alternatives  in the  resource  sector were  explored.  Oil and gas
projects  were   investigated,   and  one  in  particular  was  the  subject  of
considerable  attention.  Increasing  energy prices brought with them increasing
expectations  on the part of the  owners  of that  project,  ultimately  causing
interest to wane. Precious metals projects continued to be reviewed as the entry
cost was deemed to be lower, and expenditures in minerals  exploration  appeared
to  be  more   controllable.   Toward  the  end  of  2004,  the  Directors  were
contemplating making a proposal on one particular project.

A proposal was made on a precious  metals mining  prospect in 2005. The precious
metals  prospect is comprised of some 2800 hectares in the Rice Lake Mining area
of the  Province of Manitoba,  Canada.  The property is just over 3 miles from a
mine that had  produced  over 1.3  million  ounces of gold before  being  closed
because  it became  uneconomic  at $35 per ounce  gold.  (This mine has now been
reopened.)  The  company  carried out early stage  geological  and related  work
during 2005, through an investment in the company owning the mining claims.

In 2006 further work was done on the prospect,  In accordance  with the terms of
the agreement with the owners of the prospect the cost of work done  effectively
resulted in the company acquiring  ownership in the company owning the prospect.
This,  combined with the exercise of an option agreement with one of the owners,
results  in  Widescope  now  owning  just  over 65% of the  company  owning  the
prospect.

In 2007 due to  unavailability  of qualified  personnel no significant  work was
undertaken on the claims in the Rice Lake Mining area.

In 2008, world economic  conditions abruptly curtailed access to new capital. No
significant  work was  undertaken  in order to preserve  the  company's  limited
capital.  As a further economy measure,  the company elected to defer its annual
meeting, and the related mailing expense, until further notice. Filings with the
various regulatory bodies were not impacted, and were kept current.

B. BUSINESS OVERVIEW

In April  2005 the  Company  entered  into a  subscription  agreement  to invest
$200,000 into Outback  Capital Inc. dba Pinefalls Gold ("PFG") a private Alberta
company with certain directors and a principal shareholder of PFG in common with
the Company.  PFG is an  exploration  company with mining claims  located in the
area of Bissett,  Manitoba.  Pursuant to the  subscription  the Company invested
$90,000 in exchange for 1.8 million units during 2005 and an additional $110,000
in  exchange  for 2.2  million  units in 2006 of PFG at $0.05 per unit with each
unit comprised of one common share and one share purchase warrant to purchase an
additional  common  share at  $0.075  for a period  of two  years.  Without  the
exercise of the warrant the Company  purchased  approximately  37% of the common
shares of PFG.  As at June 30,  2006,  the  Company  had  invested  $200,000  in
exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the
principal  shareholders  of PFG,  a director  of the  Company,  under  which the
Company  acquired a further 3 million  common  shares of PFG in exchange for one

                                       7
<PAGE>
million  common  shares  of the  Company.  As a  result  of the  share  exchange
agreement, the director in common no longer has an ownership interest in PFG.

As of April 30, 2009 the Company's owns 65.42% of the common shares of PFG.

PFG has been actively  exploring  for mineral  resources on its mining claims in
the area of  Bissett,  Manitoba.  The  claims  are  included  in the  Rice  Lake
greenstone belt and cover an area of approximately 2800 hectares. The claims are
the subject of  Qualifying  Reports dated May 1, 2006 and June 30, 2004 prepared
by Edward Sawitzky,  P. Geo. of Arc Metals Ltd. ("Arc"). Arc prepared the report
to standards dictated by National Instrument 43-101.

Following the  recommendations  of the May 2006  Qualifying  Report - during the
summer of 2006 an exploration  program was completed under PFG's direction.  The
primary focus of the work plan was to complete more detailed  geological mapping
of the claims,  stripping of  over-burden  and grab sampling.  Approximately  30
man-days  of field  work were  completed  and more  than  seventy  samples  were
collected and delivered to TSL Laboratories in Saskatoon for assay and analysis.
Subsequent  to the year-end  the Company has  received the detailed  geologist's
maps, data and assay results. Review of these materials plus the detailed report
of the activities, findings and recommendations are under review by the Company.
This review,  and a small amount of professional work represent the total of the
progress  made in  2007,  to some  extent  due to the  inability  to  attract  a
geologist to the short work window the Company wanted.

The Company remains  optimistic  about the prospect for discovery of a definable
mineral resource on its claims in Manitoba. However, its exploration to date has
failed to immediately delineate the indicators required to step-up to a drilling
program. Further groundwork will be required to elevate the status of the claims
to drill-ready.  Cautious  optimism was gained from the reported  success of the
local San Gold Corp.,  in extending  existing gold bearing veins and discovering
new ones, by deeper drilling below their existing San Antonio mine site.

There is some seasonality to mineral  exploration in that part of Manitoba.  The
groundwork  required to elevate the status of the claims to  drill-ready is best
conducted  during  the  summer.  The soil and  surface  rock is more  easily and
economically  accessed  when there is no snow  cover.  Actual  drilling  is most
easily carried out in the winter, as some of the surrounding area contains swamp
land, and access is much easier over frozen ground.

In  conducting  its  business  operations,  the Company is not  dependent on any
patented or license processes, technology,  industrial,  commercial or financial
contract or new manufacturing processes.

The  Company  competes  with  other  exploration  companies,  some of which have
greater  financial  resources and technical  facilities,  for the acquisition of
mineral  interests,  as well as for the  recruitment  and retention of qualified
employees.  Exploration in Manitoba has experienced a dramatic revival in recent
years and  increased  activity  is  forecast  for the  future.  We  compete  for
qualified employees with other Canadian companies, including Harvest Gold Corp.,
Grandview Gold Inc., and San Gold Corp. amongst others.

With the dramatic and possibly  unprecedented  contraction  of global  financial
markets  experienced in 2008, a tidal wave of qualified people became available.
Suddenly,  capital became unavailable.  Exploration companies everywhere reduced
overhead. There is little evidence that this situation is improving.

                                       8
<PAGE>
C. ORGANIZATIONAL STRUCTURE

The  Company is part of no other  group.  During  the year  ended June 30,  2006
Outback  Capital Inc. dba Pinefalls Gold ("PFG") a private  Alberta  corporation
became a majority-owned  subsidiary of the Company.  PFG was incorporated  under
the Alberta BUSINESS CORPORATIONS ACT on February 6, 2001.

D. PROPERTY, PLANTS AND EQUIPMENT

The Company's head office and principal facility, which is leased, is located at
828 Harbourside Drive, North Vancouver.  Its only other property is its interest
in the mineral  claims  referenced  above,  held  through its  ownership in PFG.
During  February 2009 three of PFG's  seventeen  Bissett,  Manitoba area mineral
claims were allowed to lapse, and mineral rights to those properties reverted to
the Province of Manitoba.

During April 2009 PFG entered  into an Option and  Purchase  and Sale  Agreement
with Cougar Minerals Corp.  ("Cougar"),  whereby Cougar was granted an option to
purchase  the  fourteen   remaining   Bissett  area  mineral  claims  for  total
consideration  of  $205,000.  Cougar's  payments to PFG will be made as follows:
$10,000  (paid) and the issuance of 500,000  common shares at an estimated  fair
value of $50,000 ($0.10 per share) immediately, in consideration of the grant of
the  option;  and upon  exercise  of the  option  Cougar  may elect to acquire a
100-per-cent  interest  by  payments  of further  annual  purchase  payments  of
$25,000,  $50,000 and $70,000 by April 30, 2010,  2011,  and 2012,  respectively
with the subsequent  purchase  payments  secured by a Promissory  Note issued by
Cougar to PFG.

As a result of the above,  effective  December 31, 2008, the Company recorded an
impairment  of its mineral  properties  of $145,445  thus  reducing  the mineral
property carrying value to its estimated net recoverable amount of $205,000.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

THE FOLLOWING  DISCUSSION AND ANALYSIS  SHOULD BE READ IN  CONJUNCTION  WITH THE
CONSOLIDATED  FINANCIAL  STATEMENTS AND NOTES THERETO  INCLUDED HEREIN (SEE ALSO
"SELECTED  FINANCIAL  DATA").  THE CONSOLIDATED  FINANCIAL  STATEMENTS HAVE BEEN
PREPARED IN ACCORDANCE WITH CANADIAN GAAP.  REFER TO NOTE 9 TO THE  CONSOLIDATED
FINANCIAL  STATEMENTS  FOR A DESCRIPTION  OF  TRANSACTIONS  THAT WERE SUBJECT TO
MATERIAL MEASUREMENT  DIFFERENCES BETWEEN CANADIAN GAAP AND U.S. GAAP UNDER ITEM
17.

OVERVIEW

With the acquisition of PFG effective June 30, 2006, the Company's primary focus
shifted to mineral resource exploration operations rather than acquisitions. The
Company charged PFG a modest management fee to offset its reciprocal  efforts to
coordinate  PFG's affairs  until  control of PFG was  acquired.  In 2006 PFG was
charged  $9000 in management  fees.  This  management  function has been largely
carried out by the directors and large shareholders,  at their own expense.  The
Company's  management team,  affiliates and directors have special  expertise in
the areas of operations, due diligence, financial analysis and corporate finance
strategy with respect to emerging growth enterprises.  Additionally, the Company
retains Dockside Capital Group to provide certain management functions and in so
doing can also access its similar expertise.

From time-to-time the Company is approached,  through referral, to provide these
services on a consulting  basis.  Thus the Company has generated some revenue by
providing  these  services.  As these  sources  of  revenue  are not core to the
Company's focus, the services are not actively  marketed.  No consulting revenue
was earned in 2005, 2006, 2007, or 2008; however $20,000 was earned in 2004.

                                       9
<PAGE>
A. OPERATING RESULTS

Historically,  the Company has shown modest  losses for the past several  years.
These  losses  result  largely  from  having  little or no revenue  and  minimal
operating  expenses,  rather  than having  significant  operating  and  overhead
expenses.  In 2004 the Company elected to sell its passive investment,  and this
resulted in a loss that was somewhat greater than usual. Prior to the completion
of the PFG  acquisition,  the  expenses  of the Company  were almost  completely
related to satisfying  regulatory  requirements,  including the annual  meeting,
financial   reporting,   communications  with  shareholders;   and  seeking  and
evaluating   acquisition  prospects  for  suitability  and  ability  to  attract
financing.

With the June 30, 2006 completion of the PFG acquisition the Company's  expenses
are now more  heavily  weighted in favor of the  exploration  work and  analysis
being carried out on the properties by PFG.

With the PFG acquisition the Company  expects to report  significant  additional
expenses  related  to the  exploration  activities  undertaken  in the  area  of
Bissett, Manitoba.

BUSINESS OVERVIEW

In April  2005 the  Company  entered  into a  subscription  agreement  to invest
$200,000 into Outback  Capital Inc. dba Pinefalls Gold ("PFG") a private Alberta
company with certain directors and a principal shareholder of PFG in common with
the Company.  PFG is an  exploration  company with mining claims  located in the
area of Bissett,  Manitoba.  Pursuant to the  subscription  the Company invested
$90,000 in exchange for 1.8 million units during 2005 and an additional $110,000
in  exchange  for 2.2  million  units in 2006 of PFG at $0.05 per unit with each
unit comprised of one common share and one share purchase warrant to purchase an
additional  common  share at  $0.075  for a period  of two  years.  Without  the
exercise of the warrant the Company  purchased  approximately  37% of the common
shares of PFG.  As at June 30,  2006,  the  Company  had  invested  $200,000  in
exchange for 4 million units under this subscription agreement.

In addition, the Company entered into a share exchange agreement with one of the
principal  shareholders  of PFG,  a director  of the  Company,  under  which the
Company  acquired a further 3 million  common  shares of PFG in exchange for one
million  common  shares  of the  Company.  As a  result  of the  share  exchange
agreement, the director in common no longer has an ownership interest in PFG.

As at April 30, 2009 the Company's owns 65.42% of the common shares of PFG.

PFG has been  actively  exploring for mineral  resources on its  seventeen  (17)
mining claims in the area of Bissett,  Manitoba.  The claims are included in the
Rice Lake greenstone belt and cover an area of approximately 2800 hectares.  The
claims are the subject of Qualifying Reports dated May 1, 2006 and June 30, 2004
prepared by Edward Sawitzky,  P. Geo. of Arc Metals Ltd.  ("Arc").  Arc prepared
the report to standards dictated by National Instrument 43-101.

Following the  recommendations  of the May 2006  Qualifying  Report - during the
summer of 2006 an exploration  program was completed under PFG's direction.  The
primary focus of the work plan was to complete more detailed  geological mapping
of the claims,  stripping of  over-burden  and grab sampling.  Approximately  30
man-days  of field  work were  completed  and more  than  seventy  samples  were
collected and delivered to TSL Laboratories in Saskatoon for assay and analysis.
Subsequent  to the year-end  the Company has  received the detailed  geologist's
maps, data and assay results. Review of these materials plus the detailed report
of the activities, findings and recommendations are under review by the Company.

The Company remains  optimistic  about the prospect for discovery of a definable
mineral resource on its claims in Manitoba. However, its exploration to date has
failed to immediately delineate the indicators required to step-up to a drilling

                                       10
<PAGE>
program. Further groundwork will be required to elevate the status of the claims
to drill-ready.

On December 5, 2008 the share purchase warrants related to the last common share
issue,  expired.  They entitled holders to purchase one common share per warrant
at a price of $0.18 per share.

In early 2009 the Company  conducted a review of  geologists'  reports on its 17
claims.  On the  basis of this  review,  it  elected  to  relinquish  the  lease
promising 3 of them as additional  payment came due. Soon after this the company
was  approached  to  option  its  remaining  14  claims in the Rice Lake area of
Manitoba.  An  option  was  concluded  on April 6,  2009  with  Cougar  Minerals
Corporation,   a  corporation  traded  on  the  CNSX  (Canadian  National  Stock
Exchange).  It gives Cougar the option to buy 100% of the Company's  interest in
the 14 claims.

The purchase price is $205,000.00, of which $60,000.00 is non refundable and was
paid, $10,000.00 in cash and the remainder,  $50,000.00 by way of 500,000 common
shares of Cougar at a deemed  value of $0.10 per share.  The balance of $145,000
in cash will be paid in stages after April 6, 2010, upon exercise.

FLUCTUATIONS IN RESULTS

The Company's annual operating results fluctuate,  but very little.  Revenues at
this point are solely derived from consulting  activities  which are not core to
the Company's focus and will fluctuate  greatly based upon the Company's receipt
of infrequent,  third-party  referrals for these  services.  There is no revenue
from  operations.  Expenses  fluctuate on the basis of costs for exploration and
related  activities,  and the ever increasing  administrative and other costs of
complying  with the various  regulatory  requirements  of a public  company.  We
expect that these  regulatory  related expenses will continue to increase due to
the  upward  pressure  on  professional  fees  charged to  reporting  companies,
resulting from changes to securities legislation throughout North America.

With the PFG acquisition the Company  expects to report  significant  additional
expenses in the future related to the exploration  activities  undertaken in the
area of Bissett, Manitoba.

B. LIQUIDITY AND CAPITAL RESOURCES

Since the  Company is  organized  in Canada,  the  Company's  December  31, 2008
consolidated financial statements have been prepared in accordance with Canadian
generally accepted accounting principles.

As at December 31, 2008, the Company had accumulated losses totaling $13,664,341
and a working  capital deficit of $107,458.  The  continuation of the Company is
dependent  upon the  continued  financial  support  of  shareholders  as well as
obtaining additional financing for the current and subsequent resource projects.

As noted,  these conditions raise  substantial doubt about the Company's ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustment that might arise from  uncertainty.  The auditors' report includes an
explanatory  paragraph  disclosing the Company's  ability to continue as a going
concern.

As at December  31,  2008 the Company had cash of $40,661 and a working  capital
deficit of $107,458.

C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Not applicable

                                       11
<PAGE>
D. TREND INFORMATION

The major  trends  impacting  the company and its industry are lack of access to
capital,   caused  by  the  severe  global   financial   contraction,   and  the
corresponding  contraction of demand for most commodities.  Only precious metals
seem to have continuing and possibly increasing demand.

IMPACT OF INFLATION

The Company  believes that  inflation had minimal effect on costs related to its
exploration activities in the 12 months ending December 31, 2008.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to the Company.

E. OFF-BALANCE SHEET ARRANGEMENTS

Not applicable

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

Not applicable

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

It should be noted that the  management  discussed  below is primarily  involved
with the Company's current  activities.  As the Company concludes an acquisition
or merger,  or embarks on any other type of project,  additional  personnel with
differing areas of expertise will be utilized. Directors are elected annually by
a majority  vote of the  shareholders  and hold  office  until the next  general
meeting  of the  shareholders.  Officers  are  appointed  by,  and  serve at the
discretion of, the board of directors. The names, place of residence,  positions
within the Company and the  principal  occupations  of the  directors and senior
officers of the Company are set out below.

A. DIRECTORS AND SENIOR MANAGEMENT

 Name, Municipality of                        Principal Occupation and
Residence and Position                          Position During the
 with the Corporation             Age              Past Five Years
 --------------------             ---              ---------------

Douglas E. Ford (1)               45    Director   since   September  10,  1992;
West Vancouver, B.C.                    General Manager of Dockside  Capital,  a
Director                                private  merchant  banking  and  venture
                                        capital firm, from 1986 to present.

Martin Schultz                    65    Director and  Secretary  since March 20,
Vancouver, B.C.                         1990;     Self    employed     corporate
Secretary and Director                  development advisor for over 10 years.

John Stanton                      63    Director since  November 15, 1990;  Self
Queensburg, New York                    employed pharmacist
Director

Edward Dolejsi                    64    Director    since   March   20,    1990;
Delta, B.C.                             Vice-President  and  General  Manager of
Director and President                  BRI from July,  1994 until April,  1999;
                                        self-employed  software consultant since
                                        May, 1999.

                                       12
<PAGE>
Edward D. Ford (1)                73    Director since March 20, 1990;  also has
Whistler, B.C.                          devoted  a   portion   of  his  time  to
Director                                investment  activities  and as President
                                        of Dockside Capital,  a private merchant
                                        banking and venture  capital  firm,  for
                                        more than the last five years; chartered
                                        accountant for more than 20 years.

----------
(1) Edward Ford is the father of Douglas Ford.

B. COMPENSATION

Management  compensation  is  determined  by the  board  of  directors  based on
competitive  prices for services  provided.  During the year ended  December 31,
2008,  directors  and  officers,   including  private  companies  controlled  by
directors and officers,  as a group,  were paid a total of $24,000 in management
fees and rent. See "Item 7. Major  Shareholders and Related Party  Transactions"
for more detail on fees paid to members of  management  or to entities  owned by
them.

For the year ended  December  31,  2008,  the Company  paid no  compensation  to
Directors  for acting as  Directors.  The  Company  does not have any pension or
retirement plans, nor does the Company  compensate its directors and officers by
way  of any  material  bonus  or  profit  sharing  plans.  Directors,  officers,
employees  and other key personnel of the Company may be  compensated  by way of
stock options.

C. BOARD PRACTICES

Pursuant to the provisions of the COMPANY ACT (BC), the Company's  directors are
elected   annually  at  the  regularly   schedules  annual  general  meeting  of
shareholders.  Each  elected  director is elected for a one-year  term unless he
resigns prior to the expiry of his term.

The  Company  has no  arrangements  in place for  provision  of  benefits to its
directors or upon their termination.

The Board has one  committee,  the Audit  Committee,  made-up of Messrs.  Edward
Ford, John Stanton and Douglas Ford. The Audit Committee meets with the auditors
annually prior to completion of the audited  financial  statements and regularly
with  management  during the fiscal year. On May 2, 2006, the Company's board of
directors adopted a new charter for the Audit Committee.

D. EMPLOYEES

Effective at December 31, 2008 the Company had no salaried employees.

E. SHARE OWNERSHIP

A total of ten percent  (10%) of the common  shares of the Company,  outstanding
from time to time,  are reserved for the issuance of stock  options  pursuant to
the Company's  Incentive  Stock Option Plan. None were allocated at December 31,
2008. Other information on ownership is contained in the table below.

ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

A. MAJOR SHAREHOLDERS

The  following  table  sets  forth  certain  information   regarding  beneficial
ownership of the Company's shares at December 31, 2008 by (i) each person who is
known to own  beneficially  more  than 5% of the  Company's  outstanding  Common
Stock, (ii) each of the Company's directors and executive officers and (iii) all
current directors and executive  officers as a group. The table does not reflect
common  shares  held of  record  by  depositories,  but does  include  currently
exercisable  options  and  warrants  which are  included in the  calculation  of
percentage of class  ownership for each  individual  holder.  As of December 31,

                                       13
<PAGE>
2008 there were  10,883,452  common shares issued and  outstanding.  Each of the
listed persons may be reached at the Company's head offices.

 Name and Address                  Amount and Nature of           Percent of
of Beneficial Owner                Beneficial Ownership              Class
-------------------                --------------------              -----

Principal Holders
Not applicable

Officers and Directors
Edward Ford                            4,493,000  (1)                41.28
John Stanton                              55,000   *                 0.005
Douglas Ford                             914,000  (2)                8.398
Martin Schultz                           483,167                     4.439
Edward Dolejsi                             6,200   *                 0.001

All Officers and Directors
 as a Group (5 persons)                5,951,367                     54.68

----------
*    Less than one percent.
(1)  Includes  1,483,000  shares held directly;  and 430,000 shares held through
     Singer  Associates  Holdings Ltd.; and 430,000 shares held through  Arizona
     Outdoor   Specialists  Inc.;  and  430,000  shares  held  through  BWN  Oil
     Technologies  Inc.; and 430,000 shares held through  Dockside Capital Group
     Inc.;  and 430,000  shares held through Good Times  Enterprises  Inc.;  and
     430,000  shares held through  Specialty  Holdings  Inc.; and 430,000 shares
     held through Wheels `n Gear Inc.
(2)  Includes 484,000 shares held directly; and 430,000 shares held through Wink
     Holdings Ltd.

The Company knows of no arrangements  which may at a subsequent date result in a
change in control of the Company.

B. RELATED PARTY TRANSACTIONS

During  the  fiscal  year ended  December  31,  2008,  directors,  officers  and
companies  controlled  by them have been engaged in the  following  transactions
with the Company:

During the year ended  December  31,  2008, a company in which a director has an
interest charged the Company $24,000 (2007: $24,000, 2006: $24,000) for rent and
management fees. The unpaid portion of these amounts,  plus additional  advances
and other amounts due to directors,  aggregating $118,657 (2007: $87,280,  2006:
$72,350) is included in accounts payable and accrued liabilities at December 31,
2008

During the year ended  December  31, 2004,  a company  controlled  by a director
purchased  the Company's  investment,  a 3% interest in a private  company,  for
$30,000  resulting in a loss of $16,024.  The $30,000 purchase price formed part
of the year end accounts receivable.

The above  transactions  were made on terms as favorable as or more favorable to
the Company than those that could be obtained from unaffiliated third parties.

C. INTERESTS OF EXPERTS AND COUNSEL

Not required

ITEM 8. FINANCIAL INFORMATION

A. CONSOLIDATED STATEMENTS AND OTHER FINANCIAL INFORMATION

See Item 17 and our consolidated  financial  statements and  accompanying  notes
beginning on page F-1

                                       14
<PAGE>
B. SIGNIFICANT CHANGES

The Company is not aware of any significant  change since December 31, 2008 that
is not otherwise reported in this filing.

ITEM 9. THE OFFER AND LISTING

Effective December 21, 2006 our common shares became quoted on the United States
OTC Bulletin Board, under the symbol "WSCRF". The table below sets forth certain
information regarding the price history of our common shares.

           Period                                High (USD)          Low (USD)
           ------                                ----------          ---------
Fiscal year ended December 31, 2006                $0.25              $0.10
Fiscal year ended December 31, 2007                $0.30              $0.05
Fiscal year ended December 31, 2008                $0.16              $0.06

Quarter ended December 31, 2007                    $0.17              $0.16
Quarter ended March 31, 2008                       $0.16              $0.10
Quarter ended June 30, 2008                        $0.11              $0.10
Quarter ended September 30, 2008                   $0.11              $0.06
Quarter ended December 31, 2008                    $0.06              $0.06
Quarter ended March 31, 2009                       $0.06              $0.02

Month ended October 31, 2008                       $0.06              $0.06
Month ended November 30, 2008                      $0.06              $0.06
Month ended December 31, 2008                      $0.06              $0.06
Month ended January 31, 2009                       $0.06              $0.01
Month ended February 28, 2009                      $0.02              $0.02
Month ended March 31, 2009 (1)                     $0.02              $0.02
Month ended April 30, 2009 (1) (2)                 $0.02              $0.02

----------
(1)  No recorded trades
(2)  Through April 27, 2009

ITEM 10. ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not required

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

     1.  The Company was  incorporated  as Rainbow  Resources Ltd.  September 20
         1983 under  certificate of incorporation  no. 268952 in the Province of
         British  Columbia Canada.  The name was changed to Widescope  Resources
         Ltd.  May 1 1984,  to Gemini  Technology  Inc.  September  13 1985,  to
         International   Gemini  Technology  Inc.  September  23  1993,  and  to
         Widescope  Recources  Inc.,  effective  July 12,  2006.  No objects and
         purposes are described.
     2.  If a director has a material interest in a matter subject to a vote, he
         must declare it and abstain from voting,  or have his vote not counted,
         except for certain  specific  exclusions which include setting director
         compensation.  There are no  restrictions  on  directors  issuing  debt
         however  shareholder  approval  may  be  required  in  connection  with

                                       15
<PAGE>
         convertible  debt or other debt driven  requirements  to issue  shares.
         There  is  no  retirement  age  or  share  ownership   requirement  for
         directors.
     3.  Dividends are declared by directors and subject to any special  rights,
         paid to all  holders  of shares in a class  according  to the number of
         shares held. Voting rights are one vote per share.  Directors stand for
         election every year at the annual meeting.  Shareholders have no rights
         to share directly in the company's profits.  Subject to prior claims of
         creditors and preferred shareholders,  common shareholders  participate
         in any surplus in the event of  liquidation  according to the number of
         shares held. The company may redeem shares by directors'  resolution in
         compliance  with  applicable law unless the company is insolvent or may
         become  insolvent by doing so. It must make its offer pro rata to every
         member who holds a class, subject to applicable stock exchange rules or
         company  act   provisions.   The   directors   have  wide   discretion.
         Shareholders   have  no  liability  for  further   capital  calls.   No
         discriminatory   provisions,   against  an  existing   or   prospective
         shareholder  of a  substantial  number of  shares,  are  imposed by the
         articles.
     4.  Rights of holders of any class of shares can only be changed with their
         consent,  and in  accordance  with the company act.  Consent must be in
         writing by the holders or by a three fourths  majority of a vote of the
         holders,  and  by  the  consent  of  the  British  Columbia  Securities
         Commission.
     5.  A notice  convening an annual  general or special  meeting must specify
         the  place,  date,  hour,  and in the case of a  special  meeting,  the
         general nature of the special business, and must be given in accordance
         with the company act. There are no special conditions  outlining rights
         of admission.
     6.  There are no limitations on rights to own securities.
     7.  There  are no  provisions  to  delay,  defer,  or  prevent  a change in
         control.
     8.  Nothing in the articles requires ownership disclosure.
     9.  Not applicable.
     10. Not applicable.

C. MATERIAL CONTRACTS

The Company  entered  into a  subscription  agreement  to invest  $200,000  into
Outback  Capital Inc. dba Pinefalls  Gold (PFG) a private  Alberta  Company with
certain directors and principal  shareholders in common with the Company. PFG is
an  exploration  company  with  mining  claims  located in the area of  Bissett,
Manitoba.  The Company will invest  $200,000 in exchange for 4 million  units at
$0.05 per unit,  each unit  comprised  of one  common  share and one  warrant to
purchase an additional  common share at $0.075 for a period of two years.  Prior
to exercising the warrants,  after making the investment of $200,000 the Company
will own approximately 37% of the common shares of PFG. As at December 31, 2005,
the Company had invested $90,000 for 1.8 million units, approximately 17% of the
outstanding common shares of PFG.

In  addition  the  Company  entered  into an  option  agreement  with one of the
principal  shareholders  of PFG, a director of the Company,  which  entitles the
company to acquire a further 3 million  common shares of PFG in exchange for one
million common shares of the Company.  The option,  exercisable at the Company's
discretion until March 31, 2007, was exercised.

Pursuant to the terms of the  subscription  agreement and the option  agreement,
the latter having been  exercised,  the company owns 65.42% of the common shares
of PFG.

On April 6, 2009 the company  entered into an option  agreement  with respect to
its 14 remaining  claims in the Rice Lake area of Manitoba.  The option provides
Cougar Minerals Corporation, a corporation traded on the Canadian National Stock
Exchange (CNSX) to acquire 100% of the company's  interest in these claims,  and
is open for exercise  until April 6, 2009.  The purchase  price is $205,000 with
$60,000 paid as a non-  refundable  deposit.  The deposit was paid as to $10,000
cash and 500,000 of Cougar's common shares at a deemed price of $0.10 per share.

                                       16
<PAGE>
D. EXCHANGE CONTROLS

THIS  SUMMARY IS OF A GENERAL  NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE INTERPRETED AS, LEGAL ADVICE TO ANY PROSPECTIVE  PURCHASER.  ACCORDINGLY,
PROSPECTIVE  PURCHASERS  OF THE COMPANY'S  SHARES SHOULD  CONSULT WITH THEIR OWN
ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES.

There are no laws or governmental decrees or regulations in Canada that restrict
the export or import of capital,  or which affect the  remittance  of dividends,
interest or other  payments to holders of the Company's  securities  who are not
residents of Canada, other than withholding tax requirements.  Reference is made
to "Item 7. Taxation".

There are no limitations  imposed by the laws of Canada,  the laws of Alberta or
by the  charter or other  governing  documents  of the Company on the right of a
non-resident  to  hold or vote  common  shares  of the  Company,  other  than as
provided in the Investment  Canada Act (the "Investment  Act") and the potential
requirement for a Competition Act Review.

The following  summarizes  the principal  features of the Investment Act and the
Competition Act Review for a non-resident who proposes to acquire common shares.
This summary is of a general nature only and is not intended to be, nor is it, a
substitute for independent  advice from an investor's own advisor.  This summary
does not anticipate statutory or regulatory amendments.

THE CANADIAN INVESTMENT ACT

The Canadian Investment Act generally  prohibits  implementation of a reviewable
investment  by  an  individual,   government  or  agency  thereof,  corporation,
partnership,  trust or joint  venture that is not a "Canadian" as defined in the
Investment  Act  (a   "non-Canadian"),   unless,   after  review,  the  minister
responsible  for the  Investment  Act (the  "Minister")  is  satisfied  that the
investment is likely to be of a net benefit to Canada. Under the Investment Act,
a United  States  citizen  qualifies as a "World Trade  Organization  Investor."
Subject to the restrictions noted below, an investment in a Canadian business by
a World Trade Organization Investor would be reviewable under the Investment Act
only if it is an investment to acquire control of such Canadian business and the
value  of  the  assets  of the  Canadian  business  as  shown  on its  financial
statements is not less than a specified amount, which for 1999 was $184 million.
An investment in the shares of a Canadian business by a non-Canadian  other than
a "World Trade  Organization  Investor"  when the Company is not controlled by a
World Trade Organization Investor,  would be reviewable under the Investment Act
if it is an investment to acquire control of the Canadian business and the value
of the assets of the Canadian  business as shown on its financial  statements is
$5 million or more, or if an order for review is made by the federal  cabinet on
the  grounds  that the  investment  relates to  Canada's  cultural  heritage  or
national identity.

The acquisition by a World Trade Organization  Investor of control of a Canadian
business in any of the following  sectors is also subject to review if the value
of the assets of the  Canadian  business  exceeds  $5  million  (as shown on its
financial   statements):   uranium,   financial  services  (except   insurance),
transportation  services and cultural businesses,  which include broadcast media
(publication, distribution or sale of books, magazines, periodicals, newspapers,
music,  film and video products and the exhibition of film and video  products),
television and radio services. As the Company's business does not fall under any
of the aforementioned  categories, the acquisition of control of the Company, in
excess of the $5 million threshold, by a World Trade Organization Investor would
not be subject to such review.

A  non-Canadian  would  acquire  control  of the  Company  for  purposes  of the
Investment Act if the non-Canadian acquired a majority of the common shares.

                                       17
<PAGE>
The  acquisition  of less than a majority  but  one-third  or more of the common
shares would be presumed to be an  acquisition  of control of the Company unless
it could be established that, on acquisition,  the Company was not controlled in
fact by the acquirer through the ownership of common shares. Notwithstanding the
review  provisions,  any  transaction  involving the acquisition of control of a
Canadian  business  or  the  establishment  of a new  business  in  Canada  by a
non-Canadian is a notifiable transaction and must be reported to Industry Canada
by the  non-Canadian  making the investment  either before or within thirty days
after the investment.

Certain  transactions  relating to common shares are exempt from the  Investment
Act, including:

     *    an acquisition of common shares by a person in the ordinary  course of
          that person's business as a trader or dealer in securities;
     *    an  acquisition  of control  of the  Company  in  connection  with the
          realization  of  security  granted  for  a  loan  or  other  financial
          assistance  and not for a purpose  related  to the  provisions  of the
          Investment Act; and
     *    an acquisition of control of the Company by reason of an amalgamation,
          merger, consolidation or corporate reorganization, following which the
          ultimate  direct or indirect  control in fact of the Company,  through
          the ownership of common shares, remained unchanged.

CANADIAN COMPETITION ACT REVIEW

Investments  giving  rise  to the  acquisition  or  establishment,  directly  or
indirectly, by one or more persons of control over, or a significant interest in
the whole or part of a business  of a  competitor,  supplier,  customer or other
person are subject to substantive review by Canada's  Competition Law Authority,
the Director of  Investigation  and Research  (the  "Director").  If or when the
Director  concludes  that a merger,  whether by  purchase  or lease of shares or
assets, by amalgamation or by combination, or otherwise, prevents or lessens, or
is likely to prevent or lessen competition substantially, he may apply as may be
necessary to eliminate the  substantial  lessening or prevention of competition.
Such substantive merger review power applies to all mergers, whether or not they
meet limits for pre-notification under the Competition Act.

In addition to substantive  merger review,  the  Competition  Act provides for a
pre-notification regime respecting mergers of a certain size. The regime applies
in  respect  of  share  acquisitions,  asset  acquisitions,   amalgamations  and
combinations.  For ease of reference,  this filing refers  specifically to share
acquisition,  although the pre-notification regime applies, with the appropriate
modification, to other types of acquisition of control as well.

In order for a share acquisition  transaction to be pre-notifiable,  the parties
to the transaction  (being the person or persons who proposed to acquire shares,
and the corporation the shares of which are to be acquired), together with their
affiliates (being all firms with a 50% or more voting shares linkage up and down
the chain) must have:

     (i)  aggregate gross assets in Canada that exceed $400,000,000 in value, as
          shown on their  audited  financial  statements  for the most  recently
          completed  fiscal  year (which  must be within the last  fifteen  (15)
          months); or
     (ii) aggregate gross revenue from sales in, from or into Canada that exceed
          $400,000,000 for the most recently  completed fiscal year shown on the
          said financial statements; and
     (iii)the party being  acquired  or  corporations  controlled  by that party
          must have gross assets in Canada,  or gross  revenues from sales in or
          from  Canada,  exceeding  $35,000,000  as shown on the said  financial
          statements. Acquisition of shares carrying up to 20% of the votes of a
          publicly-traded  corporation,  or  35%  of  the  votes  in  a  private
          corporation,  will not be subject to  pre-notification,  regardless of
          the above thresholds. However, exceeding the 20% or the 35% threshold,
          and again exceeding the 50% threshold,  gives rise to an obligation of
          notification if the size threshold is met.

                                       18
<PAGE>
If a  transaction  is  pre-notifiable,  a filing must be made with the  Director
containing the prescribed information with respect to the parties, and a waiting
period  (either seven or twenty-one  days,  depending on whether a long or short
form filing is chosen) must expire prior to closing.

As an alternative to pre-notification,  the Director may grant an Advance Ruling
Certificate, which exempts the transaction from pre-notification. Advance Ruling
Certificates are granted where the Director concludes,  based on the information
provided to him, that he would not have sufficient  grounds on which to apply to
the Competition Tribunal to challenge the Merger.

E. TAXATION

THIS  SUMMARY IS OF A GENERAL  NATURE ONLY AND IS NOT INTENDED TO BE, AND SHOULD
NOT BE  INTERPRETED  AS,  LEGAL OR TAX ADVICE TO ANY  PROSPECTIVE  PURCHASER  OR
HOLDER  OF THE  COMPANY'S  SHARES  AND NO  REPRESENTATION  WITH  RESPECT  TO THE
CANADIAN FEDERAL INCOME TAX  CONSEQUENCES TO ANY SUCH  PROSPECTIVE  PURCHASER IS
MADE. ACCORDINGLY, PROSPECTIVE PURCHASERS OF THE COMPANY'S SHARES SHOULD CONSULT
WITH THEIR OWN TAX ADVISORS WITH RESPECT TO THEIR INDIVIDUAL CIRCUMSTANCES.

The  following  summary  describes  the principal  Canadian  federal  income tax
considerations generally applicable to a holder of the Company's shares who, for
purposes  of the  Income  Tax Act  (Canada)  (the  "Canadian  Tax  Act") and the
Canada-United  States Income Tax Convention,  1980 (the "Convention") and at all
relevant  times is  resident  in the United  States and not  resident in Canada,
deals at arm's length with the Company,  holds the  Company's  shares as capital
property,  and  does  not  use or hold  and is not  deemed  to use or  hold  the
Company's  shares  in or in the  course of  carrying  on  business  in Canada (a
"United States Holder").

This  following  summary is based upon the current  provisions  of the  Canadian
Income Tax Act, the regulations thereunder,  all specific proposals to amend the
Canadian  Tax Act and the  regulations  announced  by the  Minister  of  Finance
(Canada)  prior  to the  date  hereof  and the  Company's  understanding  of the
published  administrative  practices  of the Canada  Customs and Revenue  Agency
(formerly Revenue Canada, Customs,  Excise and Taxation).  This summary does not
take into account or anticipate any other changes in the governing law,  whether
by judicial,  governmental or legislative  decision or action,  nor does it take
into account the tax legislation or considerations of any province, territory or
non-Canadian  jurisdiction  (including the United States),  which legislation or
considerations may differ significantly from those described herein.

DISPOSITION OF THE COMPANY'S SHARES

In general,  a United States  shareholder will not be subject to Canadian income
tax on capital gains arising on the disposition of the Company's shares,  unless
such shares are "taxable  Canadian  property" within the meaning of the Canadian
Income Tax Act and no relief is afforded under any  applicable  tax treaty.  The
shares of the Company would be taxable Canadian property of a non-resident if at
any time during the five-year period immediately  preceding a disposition by the
non-resident of such shares, not less than 25% of the issued shares of any class
or series of all classes of shares of the Company belonged to the  non-resident,
to persons with whom the  non-resident  did not deal at arm's length,  or to the
non-resident and persons with whom the non-resident did not deal at arm's length
for purposes of the Canadian  Income Tax Act. For this  purpose,  issued  shares
include  options to acquire such shares  (including  conversion  rights) held by
such persons. Under the Convention, a capital gain realized by a resident of the
United States will not be subject to Canadian tax unless the value of the shares
of the  Company  is derived  principally  from real  estate  (as  defined in the
Convention) situated in Canada.

F. DIVIDENDS AND PAYING AGENTS

Not required

                                       19
<PAGE>
G. STATEMENT BY EXPERTS

Not required

H. DOCUMENTS ON DISPLAY

All  documents  referenced in this Form 20-F may be viewed at the offices of the
Company during business hours #208 - 828 Harbourside  Drive,  North Vancouver BC
V7P 3R9 Canada, Telephone 604-904-8481.

I. SUBSIDIARY INFORMATION

As of June 30, 2006 Outback  Capital Inc. dba  Pinefalls  Gold ("PFG") a private
Alberta corporation become a majority-owned  subsidiary of the Company.  PFG was
incorporated under the Alberta BUSINESS CORPORATIONS ACT on February 6, 2001.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not required

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable

ITEM 14. MATERIAL  MODIFICATIONS  TO THE RIGHTS OF SECURITY  HOLDERS AND USE OF
         PROCEEDS

Not applicable

ITEM 15. CONTROLS AND PROCEDURES

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of management,  including our
chief  executive  officer  and the chief  financial  officer,  we  conducted  an
evaluation of the  effectiveness  of the design and operation of our  disclosure
controls and  procedures,  as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange  Act, as of December  31,  2008.  Based on this  evaluation,  our chief
executive  officer and chief financial officer concluded as of December 31, 2008
that our disclosure controls and procedures were effective.

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting.  Internal control over financial reporting is
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of consolidated financial statements in accordance
with generally  accepted  accounting  principles and 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 a company's assets,

(2) provide reasonable  assurance that transactions are recorded as necessary to
permit  preparation  of  consolidated  financial  statements in accordance  with
generally  accepted  accounting  principles,  and that a company's  receipts and
expenditures  are  being  made  only  in  accordance  with  authorizations  of a
company's management and directors, and

                                       20
<PAGE>
(3) provide  reasonable  assurance  regarding  prevention or timely detection of
unauthorized  acquisition,  use, or disposition of a company's assets that could
have a material effect on the consolidated financial statements.

Internal  control over  financial  reporting is a process  that  involves  human
diligence  and  compliance  and is subject to lapses in judgment and  breakdowns
resulting from human failures.  Internal  control over financial  reporting also
can be circumvented  by collusion or improper  management  override.  Because of
such  limitations,  internal  control over  financial  reporting  cannot provide
absolute  assurance  of  achieving   financial   reporting   objectives.   Also,
projections of any evaluation of  effectiveness to future periods are subject to
the risk that controls may become  inadequate  because of changes in conditions,
or  that  the  degree  of  compliance  with  the  policies  and  procedures  may
deteriorate.

However,  these  inherent  limitations  are  known  features  of  the  financial
reporting  process.  Therefore,  it is  possible  to  design  into  the  process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for  establishing  and  maintaining  adequate  internal  control over  financial
reporting for the company.

Management  has used the  framework  set forth in the report  entitled  Internal
Control--Integrated   Framework   published  by  the   Committee  of  Sponsoring
Organizations  of the  Treadway  Commission,  known as  COSO,  to  evaluate  the
effectiveness of the Company's internal control over financial reporting.  Based
on this  assessment,  management  has concluded  that our internal  control over
financial reporting was effective as of December 31, 2008.

This  annual  report does not include an  attestation  report of our  registered
public accounting firm regarding internal control over financial reporting.

Our management's  report was not subject to attestation by our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only our management's report in this annual report on Form 20-F.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes in our internal  controls over  financial  reporting  that
occurred  during the period covered by this annual report on Form 20-F that have
materially affected,  or are reasonably likely to materially affect our internal
controls over financial reporting.

ITEM 16.

A. AUDIT COMMITTEE FINANCIAL EXPERT

The company has as its audit committee  financial  expert Mr. Edward D. Ford who
is a Canadian Chartered Accountant. He has held this professional  qualification
since  1961.  During his  career Mr.  Ford has been an  associate,  manager  and
partner of several  Canadian  professional  accounting firms that specialized in
audit/assurance,  taxation,  insolvency  and  independent  business  consulting.
Additionally  he has  served as a Chief  Financial  Officer  of  several  public
companies.

B. CODE OF ETHICS

The Company has adopted a code of ethics applicable to its directors,  principal
executive officer, principal financial officer, principal accounting procedures,
and persons performing similar functions. A copy of the Company's Code of Ethics
will be made  available to anyone who requests it in writing from the  Company's
head office.

                                       21
<PAGE>
C. PRINCIPAL ACCOUNTING FEES AND SERVICES

(a) Audit Fees

Dale Matheson  Carr-Hilton  LaBonte,  Chartered  Accountants ("DMCL") billed the
Corporation  $12,000  (estimated)  for audit fees in the year ended December 31,
2008;  $14,500 in 2007; $13,000 in 2006; $9,000 in 2005; and $6,200 in 2004. The
former auditor, Charlton & Company, Chartered Accountants billed $2,675 in 2004.

(b) Audit Related Fees

DMCL  billed  the  Company  $nil for audit  related  services  in the year ended
December 31, 2008; $ $1,000 in 2007;  2007;  $nil in 2006, $nil in 2005 and $nil
in 2004. The former auditor,  Charlton & Company,  Chartered  Accountants billed
$nil in 2004.

(c) Tax Fees

DMCL did not provide the Corporation with any professional services rendered for
tax  compliance,  tax advice and tax  planning in the years ended  December  31,
2008,  2007,  2006,  2005 and 2004.  The  former  auditor,  Charlton  & Company,
Chartered Accountants billed $nil in 2004.

(d) All Other Fees

DMCL did not bill the  Corporation  for any other  products  and services in the
years ended December 31, 2007, 2006, 2005 and 2004. The former auditor, Charlton
& Company, Chartered Accountants billed $nil in 2004.

(e) Audit Committee Pre-Approval Policies and Procedures

To ensure  continuing  auditor  objectivity and to safeguard the independence of
our auditors,  our audit  committee has  determined a framework for the type and
authorization  of non-audit  services which our auditors may provide.  The audit
committee has adopted  policies for the  pre-approval of specific  services that
may be provided by our auditors.  The dual  objectives of these  policies are to
ensure that we benefit in a cost effective manner from the cumulative  knowledge
and experience of our auditors,  while also ensuring that the auditors  maintain
the necessary degree of independence and objectivity.

Our audit committee approved the engagement of Dale Matheson Carr-Hilton LaBonte
to render audit and non-audit services before they were engaged by us.

D. EXEMPTION FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not Applicable

E PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Not Applicable

ITEM 17. FINANCIAL STATEMENTS

The financial  statements  and notes thereto as required by Item 17 are attached
hereto and found immediately after the text of this Registration Statement.  The
auditors'  report  of  Dale  Matheson   Carr-Hilton  LaBonte  LLP,   independent
registered public accountants,  on the audited consolidated financial statements
and notes thereto is included  immediately  preceding  the audited  consolidated
financial statements.

     Auditors' Report.
     Consolidated balance sheets as at December 31, 2008 and 2007.
     Consolidated  statements  of  operations  and  deficit  for the years ended
     December 31, 2008, 2007 and 2006.

                                       22
<PAGE>
     Consolidated  statements  of cash flows for the years  ended  December  31,
     2008, 2007 and 2006.
     Notes to the consolidated financial statements.

ITEM 18. FINANCIAL STATEMENTS

Not applicable.  See "Item 17. Financial Statements" above.

ITEM 19. EXHIBITS

Attached hereto are the following exhibits:

12.1 Certification of President  pursuant to s.302 of the  Sarbanes-Oxley Act of
     2002
12.2 Certification of Director  pursuant to s.302 of the  Sarbanes-Oxley  Act of
     2002
13.1 Certification of President  pursuant to s.906 of the  Sarbanes-Oxley Act of
     2002
13.2 Certification of Director  pursuant to s.906 of the  Sarbanes-Oxley  Act of
     2002
99.1 Option and Agreement of Purchase and Sale dated April 6, 2009

                                   SIGNATURES

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

                             WIDESCOPE RESOURCES INC

Date: April 30, 2009

                                     By: /s/ Martin Schultz
                                        ----------------------------------------
                                     Name:  Martin Schultz
                                     Title: Secretary and Director,
                                            as duly authorized signatory

                                       23
<PAGE>
   [LETTERHEAD OF DALE MATHESON CARR-HILTON LABONTE LLP CHARTERED ACCOUNTANTS]


                          INDEPENDENT AUDITORS' REPORT

To the Shareholders of Widescope Resources Inc.

We have audited the consolidated  balance sheets of Widescope  Resources Inc. as
at December 31, 2008 and 2007 and the  consolidated  statements  of  operations,
comprehensive  loss,  deficit  and cash  flows for the years then  ended.  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 Canadian  generally accepted auditing
standards  and with the  standards of the Public  Company  Accounting  Oversight
Board (United States). Those standards require that we plan and perform an audit
to obtain  reasonable  assurance  whether the financial  statements  are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.

In our opinion,  these consolidated  financial statements present fairly, in all
material respects, the financial position of the Company as at December 31, 2008
and 2007 and the results of its operations and its cash flows for the years then
ended in accordance with Canadian generally accepted accounting principles.

                                                                        /s/ DMCL

                                           Dale Matheson Carr-Hilton LaBonte LLP
                                                           Chartered Accountants
Vancouver, Canada
April 17, 2009

                 COMMENTS BY AUDITORS FOR U.S. READERS ON CANADA
                      -UNITED STATES REPORTING DIFFERENCES

In the United States,  reporting  standards for auditors require the addition of
an explanatory  paragraph  (following the opinion  paragraph) when the financial
statements are affected by conditions and events that cast substantial  doubt on
the Company's ability to continue as a going concern, such as those described in
Note 1 to the financial  statements.  Our report to the shareholders dated April
17, 2009 is expressed in accordance with Canadian  reporting  standards which do
not permit a reference to such events and  conditions  in the  auditors'  report
when these are adequately disclosed in the financial statements.

                                                                        /s/ DMCL

                                           Dale Matheson Carr-Hilton Labonte LLP
                                                           Chartered Accountants
Vancouver, Canada
April 17, 2009

                                      F-1
<PAGE>
WIDESCOPE RESOURCES INC.
Consolidated Balance Sheets
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                             December 31,           December 31,
                                                                 2008                   2007
                                                             ------------           ------------
<S>                                                          <C>                    <C>
ASSETS

Current assets
  Cash                                                       $     40,661           $     69,628
  Receivables                                                       4,877                  3,606
                                                             ------------           ------------

                                                                   45,538                 73,234

Mineral properties (Note 3)                                       205,000                343,955
Equipment, net of amortization (Note 3)                               774                  1,105
                                                             ------------           ------------

                                                             $    251,312           $    418,294
                                                             ============           ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
  Accounts payable and accrued liabilities (Note 4)          $    152,996           $    110,395
                                                             ------------           ------------

Non-controlling interest (Note 3)                                  59,980                 68,586
                                                             ------------           ------------

Shareholders' equity
  Share capital - preferred (Note 5)                              604,724                604,724
  Share capital - common (Note 5)                              13,044,609             13,044,609
  Contributed surplus                                              53,344                 53,344
  Deficit                                                     (13,664,341)           (13,463,364)
                                                             ------------           ------------

                                                                   38,336                239,313
                                                             ------------           ------------

                                                             $    251,312           $    418,294
                                                             ============           ============
</TABLE>

Nature and Continuance of Operations (Note 1)

Approved by the Board:

"Martin Schultz"
--------------------------------------------
Martin Schultz

"Douglas E. Ford"
--------------------------------------------
Douglas E. Ford

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-2
<PAGE>
WIDESCOPE RESOURCES INC.
Consolidated Statements of Operations, Comprehensive loss, and Deficit
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                        Years Ended December 31
                                                               2008               2007               2006
                                                           ------------       ------------       ------------
<S>                                                        <C>                <C>                <C>
Revenue
  Interest income                                          $         --       $         --       $        689
  Management fees (Note 4)                                           --                 --              9,000
                                                           ------------       ------------       ------------

                                                                     --                 --              9,689
                                                           ------------       ------------       ------------
Expenses
  General and administrative                                     64,138             58,440             51,311
  Mineral property impairment (Note 3)                          145,445                 --                 --
                                                           ------------       ------------       ------------

                                                                209,583             58,440             51,311
                                                           ------------       ------------       ------------

Loss from operations                                           (209,583)           (58,440)           (41,622)
Non-controlling interest (Note 3)                                 8,606              8,681              4,475
                                                           ------------       ------------       ------------

Net and comprehensive loss                                     (200,977)           (49,759)           (37,147)

Deficit, beginning of year                                  (13,463,364)       (13,413,605)       (13,376,458)
                                                           ------------       ------------       ------------

Deficit, end of year                                       $(13,664,341)      $(13,463,364)      $(13,413,605)
                                                           ============       ============       ============

Loss per share - basic and diluted                         $      (0.02)      $      (0.00)      $      (0.00)
                                                           ============       ============       ============

Weighted average number of common shares outstanding -
  basic and diluted                                          10,883,452         10,883,452         10,383,452
                                                           ============       ============       ============
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-3
<PAGE>
WIDESCOPE RESOURCES INC.
Consolidated Statements of Cash Flows
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      Years Ended December 31
                                                           2008                2007                2006
                                                         ---------           ---------           ---------
<S>                                                      <C>                 <C>                 <C>
Operating Activities
  Net loss for the year                                  $(200,977)          $ (49,759)          $ (37,147)

Non cash Items:
  Non-controlling interest                                  (8,606)             (8,681)             (4,475)
  Mineral property impairment                              145,445                  --                  --
  Amortization                                                 331                 474                  --
  Net change in working capital items:
    Receivables                                             (1,271)                (82)             (3,920)
    Accounts payable and accrued liabilities                42,601              32,969              20,664
                                                         ---------           ---------           ---------

Cash used in operations                                    (22,477)            (25,079)            (24,878)
                                                         ---------           ---------           ---------
Investing Activities
  Cash acquired on acquisition of PFG, net of
   amounts invested                                             --                  --              16,108
  Mineral property development costs                        (6,490)            (10,797)            (13,852)
                                                         ---------           ---------           ---------

Cash (used in) provided by investing activities             (6,490)            (10,797)              2,256
                                                         ---------           ---------           ---------

Net decrease in cash                                       (28,967)            (35,876)            (22,622)

Cash, beginning of year                                     69,628             105,504             128,126
                                                         ---------           ---------           ---------

Cash, end of year                                        $  40,661           $  69,628             105,504
                                                         =========           =========           =========

Supplemental Cash Flow Information:

  Cash paid for interest                                 $      --           $      --           $      --
                                                         =========           =========           =========
  Cash paid for income taxes                             $      --           $      --           $      --
                                                         =========           =========           =========
</TABLE>

                 The accompanying notes are an integral part of
                    these consolidated financial statements.

                                      F-4
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

1. Nature and Continuance of Operations

   The  Company's  principal  business  activities  include the  exploration  of
   natural resource properties. The Company has acquired, directly and by way of
   the  acquisition  of Outback  Capital  Inc.  (Note 3),  interests  in various
   mineral claims in Manitoba providing the right to explore.  The Company has a
   working capital deficit of $107,458 at December 31, 2008 (2007 - $37,161) and
   has incurred a deficit of $13,664,341 (2007 - $13,463,364).  The Company will
   require  additional  funding  to meet its  obligations  and the  costs of its
   operations.  Subsequent  to December  31, 2008,  the Company  entered into an
   agreement to sell  certain of its mineral  claims and allowed  certain  other
   mineral  claims  to lapse  (refer to Note 3).  Since the sale of its  mineral
   property interest,  the Company is currently looking to acquire other mineral
   properties or enter into additional mineral property option agreements.

   Effective  July 12,  2006,  the Company  changed its name from  International
   Gemini Technology Inc. to Widescope Resources Inc.

   The  Company's  future  capital  requirements  will  depend on many  factors,
   including costs of exploration and development of the properties, production,
   if warranted,  and  competition and global market  conditions.  The Company's
   potential  recurring  operating  losses and growing working capital needs may
   require  that it obtain  additional  capital to operate  its  business.  Such
   outside capital will include the sale of additional common shares.  There can
   be no  assurance  that  capital  will be available as necessary to meet these
   continuing exploration and development costs or, if the capital is available,
   that it  will  be on  terms  acceptable  to the  Company.  The  issuances  of
   additional  equity  securities  by the  Company  may result in a  significant
   dilution in the equity interests of its current shareholders.

   The Company is  dependent  upon the  discovery  of  economically  recoverable
   reserves,  to obtain  necessary  financing to complete the development of its
   properties,  and future production or proceeds from the disposition  thereof.
   The financial  statements have been prepared under the assumption the Company
   is a going  concern.  The ability of the Company to continue  operations as a
   going concern is ultimately dependent upon attaining  profitable  operations.
   To  date,  the  Company  has not  generated  profitable  operations  from its
   resource  operations and will need to invest additional funds in carrying out
   its planned exploration, development and operational activities. As a result,
   additional  losses are  anticipated  prior to obtaining a level of profitable
   operations.

2. Significant Accounting Policies

   Basis of presentation
   These  financial  statements  have been prepared in accordance  with Canadian
   generally  accepted  accounting   principles  ("Canadian  GAAP").  Except  as
   indicated in note 9, they also comply, in all material respects,  with United
   States generally accepted accounting principles ("US GAAP").

   Basis of consolidation
   These  financial  statements  have been prepared on a consolidated  basis and
   include the  accounts of the Company  and,  effective  June 30, 2006 (date of
   acquisition),  those of its 65.42% owned subsidiary, Outback Capital Inc. All
   intercompany balances and transactions have been eliminated on consolidation.

   Mineral properties
   The cost of mineral properties and related  exploration and development costs
   are deferred until the properties are placed into production, sold, abandoned
   or until  management  has determined  there to be an impairment.  These costs
   will be  amortized  over the  useful  life of the  properties  following  the
   commencement of commercial  production,  or written off if the properties are
   sold abandoned,  allowed to lapse, or if management has otherwise  determined
   that the  carrying  value of a  property  is not  recoverable  and  should be
   impaired.  Properties acquired under option agreements,  whereby payments are
   made at the sole  discretion of the Company,  are recorded in the accounts at
   such  time  as  the  payments  are  made.  It  is  reasonably  possible  that

                                      F-5
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

   Mineral properties cont'd
   economically  recoverable  reserves may not be discovered,  and accordingly a
   material  portion of the  carrying  value of mineral  properties  and related
   deferred  exploration  costs could be written  off.  Although the Company has
   taken  steps  to  verify  title  to  mineral  properties  in  which it has an
   interest,  according  to the  usual  industry  standards  for  the  stage  of
   exploration  of  such  properties,  these  procedures  do not  guarantee  the
   Company's  title.  Such  properties  may be  subject to prior  agreements  or
   transfers and title may be affected by undetected title defects.

   Asset retirement obligations
   The  Corporation is subject to the provisions of CICA Handbook  Section 3110,
   Asset Retirement Obligations,  which requires the estimated fair value of any
   asset retirement obligations to be recognized as a liability in the period in
   which the related  environmental  disturbance occurs and the present value of
   the associated future costs can be reasonably  estimated.  As of December 31,
   2008 and 2007 the  Corporation  has not incurred and is not  committed to any
   asset   retirement   obligations  in  respect  of  its  mineral   exploration
   properties.

   Estimates, assumptions and measurement uncertainty
   The preparation of financial statements in conformity with Canadian generally
   accepted  accounting  principles  requires  management to make  estimates and
   assumptions  that affect the reported  amounts of assets and  liabilities and
   disclosure of contingent  assets and liabilities at the date of the financial
   statements  and the  reported  amounts of revenues  and  expenses  during the
   period.  Actual results could differ from those  estimates.  By their nature,
   these estimates are subject to measurement  uncertainty and the effect on the
   financial  statements of changes in such estimates in future periods could be
   significant.  Areas  requiring  significant  use of estimates  by  management
   relate to determining the carrying value of mineral properties, and tax rates
   to calculate future income taxes.

   Financial instruments
   Effective  January 1, 2007,  the Company  adopted the  Canadian  Institute of
   Chartered  Accountants  (CICA)  Handbook  Sections  3855,  and 3861 financial
   instruments.  Section 3855  prescribes  when a financial  instrument is to be
   recognized  on the balance  sheet and at what  amount.  Under  Section  3855,
   financial  instruments  must  be  classified  into  one of  five  categories:
   held-for-trading, held-to-maturity, loans and receivables, available-for-sale
   financial assets, or other financial liabilities.  All financial instruments,
   including  derivatives,  are measured at the balance sheet date at fair value
   except for loans and  receivables,  held-to-maturity  investments,  and other
   financial liabilities which are measured at amortized cost.

   This standard was applied prospectively and the adoption of this standard did
   not result in any adjustments to the carrying amounts of financial assets and
   financial liabilities at January 1, 2007.

   The  Company's  financial  instruments  consist  of  cash,  receivables,  and
   accounts  payable  and accrued  liabilities.  Cash is measured at face value,
   representing  fair value and classified as held for trading.  Receivables are
   measured at amortized cost and classified as loans and receivables.  Accounts
   payable and accrued liabilities are measured at amortized cost and classified
   as other financial  liabilities.  Unless  otherwise noted, it is management's
   opinion that the Company is not exposed to significant interest,  currency or
   credit risks  arising  from these  financial  instruments.  The fair value of
   these financial  instruments  approximates their carrying values due to their
   short term natures, unless otherwise noted.

   The  Company has  determined  that it does not have  derivatives  or embedded
   derivatives.

                                      F-6
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

   Comprehensive income (loss)
   Effective  January 1, 2007,  the Company  adopted the CICA  Handbook  Section
   1530,  "Comprehensive Income".  Comprehensive income (loss) is defined as the
   change in equity from  transactions and other events from non-owner  sources.

   Comprehensive income (loss) cont'd
   Section 1530 establishes standards for reporting and presenting certain gains
   and losses not normally  included in net income or loss,  such as  unrealized
   gains and  losses  related to  available  for sale  securities  and gains and
   losses resulting from the translation of self-sustaining  foreign operations,
   in a statement of comprehensive income (loss).
   For all periods  presented,  the Company has no items required to be reported
   in comprehensive  loss.  Accordingly,  no statement of comprehensive  loss or
   accumulated other comprehensive loss has been presented.

   Equipment
   Equipment is recorded at cost. Amortization is calculated using the following
   annual rate, which is estimated to match the useful lives of the asset:

        Computer hardware                   30% declining balance

   Loss per share
   The loss per share figures are calculated  using the weighted  average number
   of shares  outstanding during the respective fiscal years. The calculation of
   loss per  share  figures  using  the  Treasury  Stock  Method  considers  the
   potential  exercise of  outstanding  share  purchase  options and warrants or
   other contingent  issuances to the extent each option,  warrant or contingent
   issuance was  dilutive.  For all years  presented,  diluted loss per share is
   equal to basic loss per share as the potential  effects of options,  warrants
   and conversions are anti-dilutive.

   Cash and cash equivalents
   The Company considers all highly liquid  instruments with a maturity of three
   months or less at the time of issuance to be cash equivalents.

   Impairment of long-lived assets
   The Company follows the  recommendations  of the CICA Handbook  Section 3063,
   "Impairment of Long-Lived  Assets".  Section 3063  establishes  standards for
   recognizing,  measuring and disclosing  impairment of long-lived  assets held
   for use. The Company  conducts its impairment test on long-lived  assets when
   events or changes in circumstances  indicate that the carrying amount may not
   be recoverable. Impairment is recognized when the carrying amount of an asset
   to be held and used exceeds the  undiscounted  future net cash flows expected
   from its use and disposal.  If there is impairment,  the impairment amount is
   measured as the amount by which the carrying  amount of the asset exceeds its
   fair value,  calculated using discounted cash flows when quoted market prices
   are not available.

   Income taxes
   The Company  accounts for income taxes using the asset and liability  method,
   whereby  future tax  assets and  liabilities  are  recognized  for the future
   income tax  consequences  attributable  to  differences  between the carrying
   values of the asset and  liabilities and their  respective  income tax bases.
   Future income tax assets and  liabilities  are measured  using  substantively
   enacted  income tax rates expected to apply to taxable income in the years in
   which  temporary  differences  are expected to be  recovered or settled.  The
   effect  on  future  income  taxes  and  liabilities  of a change  in rates is
   included in operations in the period that includes the substantive  enactment
   date.  Where the probability of a realization of a future income tax asset is
   more likely than not, a valuation allowance is recorded.

                                      F-7
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

   Stock-based compensation
   The  Company  applies  the fair value  method of valuing  all grants of stock
   options.  The  estimated  fair  value of the stock  options  is  recorded  as
   compensation  expense over the vesting  period or at the date of grant if the
   options vest  immediately,  with the offset recorded in contributed  surplus.
   The fair value of options granted is estimated at the date of grant using the
   Black-Scholes  option  pricing  model  incorporating   assumptions  regarding
   risk-free interest rates,  dividend yield,  volatility factor of the expected
   market price of the Company's  stock, and a weighted average expected life of
   the  options.  Any  consideration  paid on the  exercise of stock  options is
   credited to share capital.

   Newly adopted accounting pronouncements

   General Standards of Financial Statement Presentation
   In June 2007, the CICA amended Handbook Section 1400,  "General  Standards of
   Financial  Statement  Presentation",  which  requires  management  to make an
   assessment  of  Company's  ability  to  continue  as  a  going-concern.  When
   financial  statements are not prepared on a  going-concern  basis,  that fact
   shall be disclosed together with the basis on which the financial  statements
   are   prepared   and  the  reason  why  the  Company  is  not   considered  a
   going-concern.  The new section was adopted by the Company  effective January
   1, 2008 and the  Company  has  included  disclosures  recommended  by the new
   section in Note 1.

   Capital Disclosures
   In December 2006, the CICA issued  Section 1535 "Capital  Disclosures"  which
   specifies  the  disclosure of  information  that enables users of an entity's
   financial  statements to evaluate its objectives,  policies and processes for
   managing capital,  summary quantitative data about what the entity manages as
   capital, whether it has complied with any capital requirements and, if it has
   not complied,  the consequences on  non-compliance.  The mandatory  effective
   date is for annual and interim financial statements for years beginning on or
   after  October 1,  2007.  This new  requirement  was  adopted by the  Company
   effective  January 1, 2008 and the related  disclosures have been included in
   Note 7.

   Financial Instruments Disclosures and Financial Instruments Presentation
   Sections 3862 and 3863 have replaced  Section  3861,  "Financial  Instruments
   Disclosure and Presentation",  revising and enhancing disclosure requirements
   while  carrying  forward its  presentation  requirements.  These new Sections
   place  increased  emphasis on disclosure  about the nature and extent of risk
   arising from  financial  instruments  and how the entity manages those risks.
   The mandatory  effective date is for annual and interim financial  statements
   for  years  beginning  on  or  after  October  1,  2007.  The  Company  began
   application of these sections  effective  January 1, 2008 and the adoption of
   these new accounting standards have been disclosed in Note 8.

   Accounting Changes
   Section  1506,  Accounting  Changes,  prescribes  the  criteria  for changing
   accounting policies, together with the accounting treatment and disclosure of
   changes  in  accounting   policies,   changes  in  accounting  estimates  and
   corrections  of  errors.   This  Section  allows  for  voluntary  changes  in
   accounting  policies  only  if  they  result  in the  consolidated  financial
   statements  providing  reliable and more relevant  information.  In addition,
   this Section requires entities to disclose the fact that they did not apply a
   primary  source of GAAP that have been  issued  but not yet  effective.  This
   Section had no impact on the financial  position or results of operations for
   the year ended December 31, 2008.

                                      F-8
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

   Future accounting pronouncements

   International Financial Reporting Standards ("IFRS")
   In 2006, the Canadian  Accounting  Standards  Board ("AcSB")  published a new
   strategic   plan  that  will   significantly   affect   financial   reporting
   requirements  for Canadian  companies.  The AcSB  strategic plan outlines the
   convergence of Canadian  generally accepted  accounting  principles with IFRS
   over an expected five year  transitional  period.  In February 2008, the AcSB
   announced that 2011 is the changeover date for  publicly-listed  companies to
   use IFRS,  replacing Canada's own generally accepted  accounting  principles.
   The date is for interim and annual  financial  statements  relating to fiscal
   years  beginning on or after January 1, 2011. The transition  date of January
   1, 2011 will  require the  restatement  for  comparative  purposes of amounts
   reported by the  Company  for the year ended  December  31,  2010.  While the
   Company has begun  assessing  the  adoption of IFRS for 2011,  the  financial
   reporting  impact of the  transition  to IFRS has not been  estimated at this
   time.

   Goodwill and intangible assets
   In February  2008,  the CICA issued  Section 3064  "Goodwill  and  Intangible
   Assets",  replacing Section 3062,  "Goodwill and Other Intangible Assets" and
   Section  3450  "Research  and  Development  Costs".  This new section will be
   applicable to financial  statements  relating to fiscal years beginning on or
   after October 1, 2008.  Accordingly,  the Company will adopt the new standard
   for its fiscal  year  beginning  January 1, 2009.  Section  3064  establishes
   standards for the recognition,  measurement,  presentation and disclosures of
   goodwill  subsequent to its initial  recognition and of intangible  assets by
   profit-oriented enterprises. Standards concerning goodwill are unchanged from
   the standards  included in the previous  Section  3062.  The adoption of this
   standard  is not  expected  to  have an  impact  on the  Company's  financial
   position or results of operations.

   Business Combinations
   In January  2009,  the CICA issued  Section  1582,  "Business  Combinations",
   replacing  Section  1581  of the  same  name.  The  new  section  will  apply
   prospectively  to business  combinations for which the acquisition date is on
   or  after  January  1,  2011.  Section  1582,  which  provides  the  Canadian
   equivalent  to  International   Financial   Reporting  Standard  3,  Business
   Combinations  (January 2008),  establishes standards for the accounting for a
   business combination.  Section 1582 requires business acquisitions (including
   non-controlling  interests and  contingent  consideration)  to be measured at
   fair value on the acquisition date,  generally  requires  acquisition-related
   costs to be expensed, requires gains from bargain purchases to be recorded in
   net earnings,  and expands the definition of a business. As Section 1582 will
   apply only to future  business  combinations,  it will not have a significant
   effect  on the  Company's  consolidated  financial  statements  prior to such
   acquisitions.

   Consolidated Financial Statements and Non-controlling Interests
   In January  2009,  the CICA  issued  Section  1601,  "Consolidated  Financial
   Statements",  and Section 1602,  "Noncontrolling  Interests",  which together
   replace the existing Section 1600,  "Consolidated Financial Statements",  and
   provide the Canadian  equivalent  to  International  Accounting  Standard 27,
   "Consolidated  and Separate  Financial  Statements  (January 2008)".  The new
   sections will be  applicable to the Company on January 1, 2011.  Section 1601
   establishes   standards  for  the  preparation  of   consolidated   financial
   statements,  and Section 1602  establishes  standards  for  accounting  for a
   non-controlling interest in a subsidiary in consolidated financial statements
   subsequent to a business combination. The Company is assessing the impact, if
   any, of the  adoption of these new  sections  on its  consolidated  financial
   statements.

                                      F-9
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

2. Significant Accounting Policies cont'd

   Future accounting pronouncements cont'd

   Credit Risk and the Fair Value of Financial Assets and Financial Liabilities
   In January 2009,  the Emerging  Issues  Committee  ("EIC")  concluded that an
   entity's  own credit risk and the credit risk of the  counterparty  should be
   taken into accounting in determining  the fair value of financial  assets and
   financial   liabilities,   including  derivative   instruments.   EIC-173  is
   applicable  retrospectively  without  restatements  of prior  periods  to all
   financial assets and liabilities measured at fair value in interim and annual
   financial  statements  for period ending on or after the date of the issue of
   the Abstract (January 20, 2009).  Retrospective  application with restatement
   of prior periods is permitted but not required. Early adoption is encouraged.
   The  application  of  incorporating  credit  risk into the fair value  should
   result  in  entities   re-measuring   the  financial   assets  and  financial
   liabilities  as at the beginning of the period of adoption with any resulting
   difference  recorded in retained  earnings except when  derivatives in a fair
   value hedging relationship  accounted for by the short cut method (difference
   is  adjusted to the hedged  item) and for  derivatives  in cash flow  hedging
   relationship  (differences  are recorded in accumulated  other  comprehensive
   income).  The Company does not expect that this will have any material impact
   on its financial statements.

3. Acquisition of Outback Capital Inc. dba Pinefalls Gold ("PFG")

   In April 2005, the Company  entered into a  subscription  agreement to invest
   $200,000  into Outback  Capital Inc. dba Pinefalls  Gold  ("PFG"),  a private
   Alberta company with certain directors and a principal  shareholder of PFG in
   common with the Company.  PFG is an  exploration  company with mining  claims
   located in the area of Bissett, Manitoba.  Pursuant to the subscription,  the
   Company invested $90,000 in exchange for 1.8 million units during 2005 and an
   additional $110,000 in exchange for 2.2 million units in 2006 of PFG at $0.05
   per unit with each unit  comprised of one common share and one share purchase
   warrant to purchase an additional  common share at $0.075 for a period of two
   years.   Without  the  exercise  of  the  warrants,   the  Company  purchased
   approximately  37% of the  common  shares of PFG.  As at June 30,  2006,  the
   Company had  invested  $200,000 in  exchange  for 4 million  units under this
   subscription agreement.

   In addition,  the Company entered into a share exchange agreement with one of
   the  principal  shareholders  of PFG,  who is also a director of the Company,
   under which the Company  acquired a further 3 million common shares of PFG in
   exchange for one million common shares of the Company at a value of $150,000.
   As a result of the share exchange agreement, the director in common no longer
   had an ownership interest in PFG.

   The Company completed the transactions  above effective June 30, 2006; and as
   at December 31, 2008 the Company owned 65.42% of the common shares of PFG.

   The  Pinefalls  Gold mining  property is subject to a 2% royalty based on the
   gross cash  proceeds  received  from the sale of  minerals,  less the cost of
   smelting,  refining, freight, insurance and other related costs, and the cost
   of marketing and sale of minerals  derived from PFG  properties.  The royalty
   will be calculated  on a cumulative  basis and will be payable in cash by the
   Company within 180 days of each fiscal year end of the Company.

                                      F-10
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

3. Acquisition of Outback Capital Inc. dba Pinefalls Gold ("PFG") cont'd

   The fair value of the assets acquired and liabilities  assumed effective June
   30, 2006 are as follows:

                                                               - $ -
                                                             --------
   Current assets                                             126,108
   Mineral claims and equipment                               320,885
   Current liabilities                                         (3,861)
   Due to related parties                                     (11,390)
   Non controlling interest                                   (81,742)
                                                             --------

                                                              350,000
                                                             ========

   Consideration Paid:
     1,000,000 common shares at $0.15 per share               150,000
     Cash                                                     200,000
                                                             --------

                                                              350,000
                                                             ========

   Mineral Claims and equipment includes the following:

                                                               - $ -
                                                             --------
   Unproven Mining Claims - not subject to depletion          319,306
   Equipment                                                    1,579
                                                             --------

   Totals                                                     320,885
                                                             ========

   During February 2009 three of PFG's seventeen Bissett,  Manitoba area mineral
   claims were allowed to lapse, and mineral rights to those properties reverted
   to the Province of Manitoba.

   During April 2009 PFG entered into an Option and Purchase and Sale  Agreement
   with Cougar Minerals Corp.  ("Cougar"),  whereby Cougar was granted an option
   to purchase the  fourteen  remaining  Bissett  area mineral  claims for total
   consideration of $205,000.  Cougar's payments to PFG will be made as follows:
   $10,000 (paid) and the issuance of 500,000 common shares at an estimated fair
   value of $50,000 ($0.10 per share) immediately, in consideration of the grant
   of the option;  and upon exercise of the option Cougar may elect to acquire a
   100-per-cent  interest  by payments of further  annual  purchase  payments of
   $25,000,  $50,000 and $70,000 by April 30, 2010, 2011, and 2012, respectively
   with the subsequent  purchase payments secured by a Promissory Note issued by
   Cougar to PFG.

   As a result of the above,  effective  December 31, 2008, the Company recorded
   an impairment of its mineral properties of $145,445 thus reducing the mineral
   property carrying value to its estimated net recoverable amount of $205,000.

                                      F-11
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

3. Acquisition of Outback Capital Inc. dba Pinefalls Gold ("PFG") cont'd

   Mineral property costs since the acquisition consist of:

                                                               - $ -
                                                               Total
                                                             --------
   Balance as at June 30, 2006                                319,306
     Geological consulting fees                                13,852
                                                             --------

   Balance as at December 31, 2006                            333,158
     Geological consulting fees                                10,773
     Filing fees                                                   24
                                                             --------

   Balance as at December 31, 2007                            343,955
     Geological consulting fees                                 6,490
                                                             --------

                                                              350,445
     Impairment provision                                    (145,445)
                                                             --------

   Balance as at December 31, 2008                            205,000
                                                             ========

4. Related Party Transactions

   During the year ended December 31, 2008, a company in which a director has an
   interest charged the Company $24,000 (2007: $24,000,  2006: $24,000) for rent
   and management  fees. The unpaid  portion of these amounts,  plus  additional
   advances and other  amounts due to  directors,  aggregating  $118,657  (2007:
   $87,280,   2006:  $72,350)  is  included  in  accounts  payable  and  accrued
   liabilities at December 31, 2008.

   The Company charged $nil (2007:  $nil, 2006:  $9,000) for rent and management
   fees to PFG prior to the acquisition date.

   Related  party  transactions  were in the normal  course of business and have
   been  recorded  at the  exchange  amount  which is the fair  value  agreed to
   between  the  parties.   Amounts  due  to  related   parties  are  unsecured,
   non-interest bearing and without specific terms of repayment.

5. Share Capital

   a) The authorized capital of the Company comprises  100,000,000 common shares
   without  par value and  100,000,000  Series 1  convertible  preferred  shares
   without par value. The rights and restrictions of the preferred shares are as
   follows:

     i)   dividends shall be paid at the discretion of the directors;
     ii)  the holders of the preferred shares are not entitled to vote except at
          meetings  of the  holders  of the  preferred  shares,  where  they are
          entitled to one vote for each preferred share held;
     iii) the shares are convertible at any time; and
     iv)  the number of the common  shares to be received on  conversion  of the
          preferred  shares is to be determined by dividing the conversion value
          of the share, $1 per share, by $0.45.


                                      F-12
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

5. Share Capital Cont'd

<TABLE>
<CAPTION>
   b) Common shares issued and outstanding

                                                       2008                              2007
                                            --------------------------        --------------------------
                                              Shares            $               Shares            $
                                            ----------      ----------        ----------      ----------
<S>                                         <C>             <C>               <C>             <C>
   Balance, beginning and end of year       10,883,452      13,044,609        10,883,452      13,044,609
                                            ==========      ==========        ==========      ==========

   c) Preferred shares issued and outstanding

                                                       2008                              2007
                                            --------------------------        --------------------------
                                              Shares            $               Shares            $
                                            ----------      ----------        ----------      ----------
   Balance, beginning and end of year          604,724         604,724           604,724         604,724
                                            ==========      ==========        ==========      ==========
</TABLE>

   d) Warrants

                                               2008            2007
                                            ----------      ----------
   Balance, beginning of year                1,560,333       1,560,333
   Expired during the year                  (1,560,333)             --
                                            ----------      ----------

   Balance, end of year                             --       1,560,333
                                            ==========      ==========

   Each  warrant  gave the holder the right to purchase  one common share of the
   Company  at $0.18 per  share on or  before  the  expiry  of the  warrants  on
   December 5, 2008.

   e) Stock Options

   As of December 31, 2008 and 2007, there were no stock options outstanding.

6. Income Taxes

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

                                         2008            2007           2006
                                       ---------       ---------      ---------
   Loss before income taxes:           $ 200,977       $  49,759      $  37,147
                                       ---------       ---------      ---------
   Statutory rates                         31.00%          34.12%         34.12%

   Expected income tax recovery           62,303          16,978         12,667
   Non-controlling interest                2,668           2,962          1,527
   Effect of reduction in tax rates      (25,427)             --             --

   Permanent differences and other        14,307          (2,962)        (1,527)

   Expiring losses                        (7,194)             --             --
   Increase in valuation allowance       (46,657)        (16,978)       (12,667)
                                       ---------       ---------      ---------

   Net future income tax recovery      $      --       $      --      $      --
                                       =========       =========      =========

                                      F-13
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

6. Income Taxes Cont'd

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

                                                 2008                2007
                                               ---------           ---------
   Future income tax assets:

   Non-capital loss carry forward benefit      $  89,500           $  81,500
   Capital losses carried forward                  2,100               1,250
   Mining properties                              37,800                  --
   Valuation allowance                          (129,400)            (82,750)
                                               ---------           ---------

   Net future income tax asset                 $      --           $      --
                                               =========           =========

   The Company has  approximately  $344,000  in  non-capital  losses that can be
   offset  against  taxable income in future years which expire at various dates
   commencing in 2009, and  approximately  $8,000 in capital losses which may be
   available to offset future taxable capital gains which can be carried forward
   indefinitely.  The potential  future tax benefit of these losses has not been
   recorded as a full-future tax asset valuation allowance has been provided due
   to the uncertainty regarding the realization of these losses.

   The related  potential  income tax benefits  with respect to these items have
   not been  recorded  in the  accounts.  Application  and  expiration  of these
   carryforward  balances are subject to relevant  provisions  of the Income Tax
   Act, Canada.

7. Capital Management

   The Company manages its capital  structure and makes adjustments to it, based
   on the funds available to the Company,  in order to support the  acquisition,
   exploration  and  development of mineral  properties.  The Board of Directors
   does not establish  quantitative  return on capital  criteria for management,
   but rather  relies on the  expertise of the  Company's  management to sustain
   future development of the business.

   The  properties  in which the Company  currently  has an interest  are in the
   exploration  stage; as such the Company is dependent on external financing to
   fund its  activities.  In order to carry out the planned  exploration and pay
   for administrative costs, the Company will spend its existing working capital
   and raise additional  amounts as needed.  The Company will continue to assess
   new properties and seek to acquire an interest in additional properties if it
   feels  there is  sufficient  geologic  or  economic  potential  and if it has
   adequate financial resources to do so.

   Management  reviews its capital  management  approach on an ongoing basis and
   believes  that this  approach,  given the relative  size of the  Company,  is
   reasonable.

8. Risk Factors

   Title to  mineral  properties  involves  certain  inherent  risks  due to the
   difficulties  of  determining  the validity of certain  claims as well as the
   potential  for problems  arising  from the  frequently  ambiguous  conveyance
   history   characteristic  of  many  mineral   properties.   The  Company  has
   investigated  title to all of its mineral  properties and, to the best of its
   knowledge, title to all of its properties are in good standing.

   The  Company's  risk  exposures  and the  impact on the  Company's  financial
   instruments are summarized below:

                                      F-14
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

8. Risk Factors cont'd

   Credit risk

   The  Company's  credit risk is primarily  attributable  to  receivables.  The
   Company  has  no  significant  concentration  of  credit  risk  arising  from
   operations. Receivables include primarily goods and services tax due from the
   Federal  Government  of Canada.  Management  believes  that the  credit  risk
   concentration with respect to its receivables is remote.

   Liquidity risk

   The Company's  approach to managing  liquidity risk is to ensure that it will
   have sufficient  liquidity to meet  liabilities  when due. As at December 31,
   2008, the Company had a working capital deficit of $107,458 (2007:  $37,161).
   All of the Company's  financial  liabilities have  contractual  maturities of
   less than 30 days and are  subject  to normal  trade  terms.  The  Company is
   dependent on its ability to raise  additional  funds so that it can discharge
   its financial obligations.

   Market risk

   (a) Interest rate risk

   The  Company  has  cash  balances  and no  interest-bearing  debt  therefore,
   interest rate risk is minimal.

   (b) Foreign currency risk

   The Company's  functional currency is the Canadian dollar and major purchases
   are  transacted  in Canadian  dollars:  therefore,  foreign  currency risk is
   minimal.

9. Reconciliation   between  Canadian  and  United  States  Generally  Accepted
   Accounting Principles

   These  financial  statements  have been prepared in accordance  with Canadian
   generally accepted accounting  principles ("Canadian GAAP"), which differs in
   certain respects from United States generally accepted accounting  principles
   ("US GAAP").  A  description  of US GAAP and  practices  prescribed by the US
   Securities   and  Exchange   Commission   ("SEC")  that  result  in  material
   measurement and disclosure  differences  from Canadian GAAP are summarized as
   follows:

   Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                               December 31,        December 31,
                                                                  2008                2007
                                                                ---------           ---------
<S>                                                             <C>                 <C>
   Total assets under Canadian GAAP                             $ 251,312           $ 418,294

     (a) Mineral property exploration and acquisition
         costs expensed under US GAAP                            (205,000)           (343,955)
                                                                ---------           ---------

   Total assets under US GAAP                                   $  46,312           $  74,339
                                                                =========           =========

   Total liabilities under Canadian and US GAAP                 $ 152,996           $ 110,395
                                                                =========           =========

   Non-controlling interest under Canadian and US GAAP          $  59,980           $  68,586
                                                                =========           =========
</TABLE>

                                      F-15
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

9. Reconciliation   between  Canadian  and  United  States  Generally  Accepted
   Accounting Principles cont'd

<TABLE>
<CAPTION>
<S>                                                             <C>                 <C>
   Total shareholders' equity under Canadian GAAP               $  38,336           $ 239,313

     (a) Mineral property exploration and acquisition
         costs expensed under US GAAP                            (205,000)           (343,955)
                                                                ---------           ---------

   Total shareholders' equity (deficit)
        under US GAAP                                           $(166,664)          $(104,642)
                                                                =========           =========

   Consolidated Statements of Operations and Deficit

                                                               Year ended          Year ended          Year ended
                                                               December 31,        December 31,        December 31,
                                                                  2008                2007                2006
                                                                ---------           ---------           ---------

   Net loss under Canadian GAAP                                 $(200,977)          $ (49,759)          $ (37,147)

     (a) Mineral property exploration and acquisition
         costs expensed under US GAAP                             138,955             (10,797)           (333,158)
                                                                ---------           ---------           ---------

   Net loss under US GAAP                                       $ (62,022)          $ (60,556)          $(370,305)
                                                                =========           =========           =========

   Basic and diluted loss per share under US GAAP               $   (0.01)          $   (0.01)          $   (0.04)
                                                                =========           =========           =========

   Consolidated Statements of Cash Flows


                                                               Year ended          Year ended          Year ended
                                                               December 31,        December 31,        December 31,
                                                                  2008                2007                2006
                                                                ---------           ---------           ---------
   Net cash used in operating activities under
    Canadian GAAP                                               $ (22,477)          $ (25,079)          $ (24,878)

     (b) Mineral property exploration costs incurred               (6,490)            (10,797)            (13,852)
                                                                ---------           ---------           ---------

   Net cash used in operating activities under US GAAP          $ (28,967)          $ (35,876)          $ (38,730)
                                                                =========           =========           =========

   Net cash provided by (used in) investing activities
    under Canadian GAAP                                         $  (6,490)          $ (10,797)          $   2,256

     (b) Mineral property exploration costs incurred                6,490              10,797              13,852
                                                                ---------           ---------           ---------

   Net cash provided by (used in) investing activities
    under US GAAP                                               $      --           $      --           $  16,108
                                                                =========           =========           =========

   Net cash provided by financing activities under
    Canadian and US GAAP                                        $      --           $      --           $      --
                                                                =========           =========           =========
</TABLE>

                                      F-16
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

9. Reconciliation   between  Canadian  and  United  States  Generally  Accepted
   Accounting Principles cont'd

   (a) Interest in unproven mineral properties

   In accordance with Canadian GAAP, the cost of mineral  properties and related
   exploration  and  development  costs are deferred  until the  properties  are
   placed into production, sold, abandoned or management has determined there to
   be impairment.

   In accordance with US GAAP, mineral property  acquisition costs are initially
   capitalized when incurred using the guidance in EITF 04-02,  "Whether Mineral
   Rights Are Tangible or Intangible  Assets" and in accordance  with  Financial
   Accounting  Standards  Board  ("FASB")  SFAS  No.  144,  "Accounting  for the
   Impairment  or  Disposal  of  Long-Lived  Assets",   the  carrying  value  of
   intangible  assets and other long-lived assets is reviewed on a regular basis
   for the existence of facts or circumstances that may suggest impairment.  The
   Company  recognizes  impairment  when  the sum of the  expected  undiscounted
   future  cash flows is less than the  carrying  amount of the  asset.  Mineral
   property  exploration  costs are  expensed  as  incurred  until  commercially
   minable deposits are determined to exist within a particular property as cash
   flows cannot be reasonably estimated prior to such determination.

   Accordingly,  for all periods presented, the Company has expensed all mineral
   property  exploration  costs for US GAAP  purposes  and impaired the property
   acquisition costs incurred during the period (see Note 3).

   Subsequent  to  December  31,  2008,  the Company  has  optioned  its mineral
   property interest. In future fiscal periods, under Canadian GAAP, the Company
   will record the option  proceeds  against the  carrying  value of the mineral
   property while for US GAAP, the Company will record the option  proceeds as a
   recovery of mineral property costs on the statement of operations.

   (b) Mineral property costs incurred

   Under Canadian GAAP, cash flows relating to mineral property  acquisition and
   exploration costs are reported as investing activities.  Under US GAAP, these
   costs are classified as operating activities.  The net cash provided by (used
   in) operating and investing  activities has been adjusted accordingly for all
   periods presented.

   (c) Recent Accounting Pronouncements - US GAAP

   In October 2008, the Financial Accounting Standards Board ("FASB") issued FSP
   FAS 157-3,  "Determining  the Fair Value of a Financial Asset When the Market
   for That Asset is Not  Active"  ("SFAS  157-3").  The FSP  provides  guidance
   clarifying  how SFAS No. 157 should be applied  when  valuing  securities  in
   markets that are not active. The guidance states that significant judgment is
   required in valuing financial assets and clarifies how management's  internal
   assumptions  should be  considered  when  relevant  observable  data does not
   exist,  how  observable  market  information  in a market  that is not active
   should be considered  when  measuring  fair value,  and how the use of market
   quotes should be considered  when  assessing the relevance of observable  and
   unobservable  data available to measure fair value. The FSP is effective upon
   issuance and includes  financial  statements  for the period ending and as of
   September 30, 2008.  The Company does not expect there to be any  significant
   impact of  adopting  FSP FAS 157-3 on its  financial  position  or results of
   operations.

   In May 2008,  the FASB issued FSP  Accounting  Principles  Board  Opinion No.
   14-1,  "Accounting for Convertible  Debt  Instruments  That May Be Settled in
   Cash upon Conversion  (Including  Partial Cash Settlement)" ("FSP 14-1"). FSP
   14-1 requires  issuers of convertible debt instruments that may be settled in
   cash to  separately  account for the  liability  and equity  components  in a
   manner that will reflect the entity's nonconvertible debt borrowing rate when
   interest cost is recognized in periods subsequent to adoption.  Upon adoption
   of FSP 14-1,  the Company will  allocate a portion of the  proceeds  received
   from the  issuance  of  convertible  notes  between a  liability  and  equity

                                      F-17
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

9. Reconciliation   between  Canadian  and  United  States  Generally  Accepted
   Accounting Principles cont'd

   (c) Recent Accounting Pronouncements - US GAAP cont'd

   component by determining the fair value of the liability  component using the
   Company's  non-convertible  debt borrowing  rate. The difference  between the
   proceeds of the notes and the fair value of the liability  component  will be
   recorded  as  a  discount  on  the  debt  with  a  corresponding   offset  to
   paid-in-capital.  The  resulting  discount  will  be  accreted  by  recording
   additional   non-cash   interest  expense  over  the  expected  life  of  the
   convertible notes using the effective interest rate method. The provisions of
   FSP 14-1 are to be applied  retrospectively  to all  periods  presented  upon
   adoption and are effective for fiscal years beginning after December 15, 2008
   and interim periods within those fiscal years.  The Company is in the process
   of  evaluating  the  impact  FSP 14-1  will have on the  Company's  financial
   position and results of operations upon adoption.

   In May 2008, the FASB issued SFAS No. 163, Accounting for Financial Guarantee
   Insurance  Contracts ("SFAS 163"). SFAS 163 clarifies how SFAS 60, Accounting
   and  Reporting  by  Insurance  Enterprises  applies  to  financial  guarantee
   insurance   contracts   issued  by  insurance   enterprises,   including  the
   recognition and measurement of premium revenue and claim liabilities. It also
   requires expanded  disclosures about financial guarantee insurance contracts.
   SFAS 163 is effective for the Company's annual and interim period  commencing
   after  December  12,  2008,   except  for  disclosures   about  an  insurance
   enterprise's   risk-management  activities,   which  are  effective  for  the
   Company's  first interim period  commencing  after May 2008. The Company does
   not expect  there to be any  significant  impact of adopting  SFAS 163 on its
   financial position or results of operations.

   In May 2008,  the FASB issued  SFAS No.  162,  "The  Hierarchy  of  Generally
   Accepted  Accounting  Principles" ("SFAS 162"). The statement  identifies the
   sources of accounting  principles  and  establishes a hierarchy for selecting
   those  principles to prepare  financial  statements  in accordance  with U.S.
   GAAP.  The statement is effective 60 days following the SEC's approval of the
   Public Fund Accounting  Oversight Board (PCAOB) amendments to AU Section 411,
   "The  Meaning  of  Present  Fairly  in  Conformity  with  Generally  Accepted
   Accounting  Principles."  The  Company is in the  process of  evaluating  the
   impact SFAS 162 will have on the Company's  financial position and results of
   operations upon adoption.

   In April  2008,  the FASB  issued FSP No. FAS  142-3,  "Determination  of the
   Useful Life of  Intangible  Assets"  ("FSP FAS 142-3").  In  determining  the
   useful life of intangible  assets,  FSP FAS 142-3 removes the  requirement to
   consider whether an intangible asset can be renewed without  substantial cost
   of material  modifications to the existing terms and conditions and, instead,
   requires  an entity to consider  its own  historical  experience  in renewing
   similar arrangements. FSP FAS 142-3 also requires expanded disclosure related
   to the  determination  of  intangible  asset useful  lives.  FSP FAS 142-3 is
   effective for financial  statements  issued for fiscal years  beginning after
   December 15, 2008. The Company is in the process of evaluating the impact FSP
   FAS 142-3  will have on the  Company's  financial  position  and  results  of
   operations upon adoption.

   In March 2008, the FASB issued SFAS No. 161,  "Disclosures  about  Derivative
   Instruments  and Hedging  Activities"  ("SFAS 161").  SFAS 161 is intended to
   improve  financial   reporting  about  derivative   instruments  and  hedging
   activities by requiring  enhanced  disclosures to enable  investors to better
   understand  their  effects  on  an  entity's  financial  position,  financial
   performance,  and  cash  flows.  SFAS  161  achieves  these  improvements  by
   requiring  disclosure of the fair values of derivative  instruments and their
   gains and losses in a tabular format. It also provides more information about
   an entity's liquidity by requiring disclosure of derivative features that are

                                      F-18
<PAGE>
WIDESCOPE RESOURCES INC.
Notes to the Consolidated Financial Statements
December 31, 2008
--------------------------------------------------------------------------------

9. Reconciliation   between  Canadian  and  United  States  Generally  Accepted
   Accounting Principles cont'd

   (c) Recent Accounting Pronouncements - US GAAP cont'd

   credit risk-related.  Finally, it requires cross-referencing within footnotes
   to enable  financial  statement users to locate important  information  about
   derivative  instruments.  SFAS 161 will be effective for financial statements
   issued for fiscal  years and interim  periods  beginning  after  November 15,
   2008,  and will be adopted by the Company  beginning in the first  quarter of
   2009.  The  Company  does not expect  there to be any  significant  impact of
   adopting SFAS 161 on its financial position or results of operations.

   In December 2007, the FASB issued SFAS No. 160,  "Noncontrolling  Interest in
   Consolidated  Financial  Statements,  an  amendment of ARB No. 5"1 ("SFAS No.
   160"), which will change the accounting and reporting for minority interests,
   which will be recharacterized as noncontrolling interests and classified as a
   component of equity within the consolidated  balance sheets.  SFAS No. 160 is
   effective as of the beginning of an entity's  first fiscal year  beginning on
   or after December 15, 2008.  Earlier adoption is prohibited.  The Company has
   not  determined  the effect that  adopting this  statement  would have on the
   Company's financial position or results of operations.

   In December  2007,  the FASB issued SFAS No. 141  (Revised  2007),  "Business
   Combinations" ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
   business  combinations.  Under SFAS No.  141R,  an  acquiring  entity will be
   required to recognize all the assets  acquired and  liabilities  assumed in a
   transaction at the acquisition-date fair value with limited exceptions.  SFAS
   No. 141R will change the  accounting  treatment  and  disclosure  for certain
   specific items in a business combination. SFAS No. 141R applies prospectively
   to business  combinations  for which the acquisition  date is on or after the
   beginning of the entity's first annual reporting period beginning on or after
   December 15, 2008.  Accordingly,  any business combinations  completed by the
   Company  prior to January 1, 2009 will be recorded  and  disclosed  following
   existing  GAAP.  The Company has not determined the effect that adopting this
   statement  would  have on the  Company's  financial  position  or  results of
   operations.

                                      F-19