FORM 10-KSB OMB Number: 3235-0420 Expires: April 30, 2009 Estimated average burden hours per response . . . . . 1646 OMB APPROVAL  UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-KSB (Mark One)  [ X ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the fiscal year ended December 31, 2007  [     ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to __________________  Commission file number: 0-52252  CADISCOR RESOURCES INC. (Name of small business issuer in its charter)  Quebec, CanadaN/A(State or other jurisdiction of incorporation
or organization)(I.R.S. Employer Identification No.)1225 Gay-Lussac, Boucherville, QuebecJ4B 7K1(Address of principal executive offices)(Zip Code)  Issuers telephone number: (450) 641-0775  Securities registered under Section 12(b) of the Exchange Act: None  Title of each class      Name of each exchange on which registered  Common shares    Toronto Venture Exchange in Canada (CAO)   Securities registered under Section 12(g) of the Exchange Act:  Common Shares (Title of class)  Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes X No  ̈  SEC 2337 (12-05)  - 2 -  Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB.  State issuers revenues for its most recent fiscal year: None- Junior Exploration Company  State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.)  As of March 10, 2008 the average bid for the common shares for the past 60 days was $0.536CDN per share for and aggregate market value of $20,919,836CDN.  Note: If determining whether a person is an affiliate will involve an unreasonable effort and expense, the issuer may calculate the aggregate market value of the common equity held by non-affiliates on the basis of reasonable assumptions, if the assumptions are stated.  (ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)  Check whether the issuer has filed all documents and reports required to be file by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. Yes   ̈ No  ̈  (APPLICABLE ONLY TO CORPORATE REGISTRANTS)  State the number of shares outstanding of each of the issuers classes of common equity, as of the latest practicable date: 39,029,545 common shares as of March 10, 2008.  DOCUMENTS INCORPORATED BY REFERENCE  Part II Item 7: Financial Statementsof an exploration stage company  The Company incorporates for reference to the present document the Cadiscor Resources Inc. audited financial statements for the fiscal year ending December 31, 2007 that includes U.S. GAAP reconciliation. These financial statements follow the signature page of the present document.   Transitional Small Business Disclosure Format (Check one): Yes ____; No __X__     PART 1  Item 1. Business.  The Company was incorporated on March 6, 2006 under the Canada Business Corporations Act. Shares of the Company began trading on the exchange on August 31, 2006.  The Company is primarily engaged in the exploration of mining properties with a view to commercial production. It currently owns or holds interests in various mining properties in Québec but does not have any mines in production.   - 3 -  Recovery of the cost of mining assets is subject to the discovery of economically recoverable reserves, the Companys ability to obtain the financing required to pursue exploration and development of its properties, and profitable future production or the proceeds from the sale of its properties.  The Company must periodically obtain new funds in order to pursue its activities. While it has always succeeded in doing so to date, there can be no assurance that it will continue to do so in the future.  Mineral Resource and Mineral Reserve Estimates  Cautionary Note to U.S. Investors concerning estimates of Measured and Indicated Resources. This section uses the terms measured and indicated resources. We advise U.S. investors that while those terms are recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize them. U.S. investors are cautioned not to assume that any part or all of mineral deposits in these categories will ever be converted into reserves.  Cautionary Note to U.S. Investors concerning estimates of Inferred Resources. This section uses the term inferred resources. We advise U.S. investors that while this term is recognized and required by Canadian regulations, the U.S. Securities and Exchange Commission does not recognize it. Inferred resources have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an Inferred Mineral Resource will ever be upgraded to a higher category. Under Canadian rules, estimates of Inferred Mineral Resources may not form the basis of feasibility or pre-feasibility studies, except in rare cases. U.S. investors are cautioned not to assume that part or all of an inferred resource exists, or is economically or legally minable. 1. Mineral Resource Classification, Category and Definition  The Canadian Institute of Mining, Metallurgy and Petroleum (CIM) guideline for resource classification includes the following definitions which are pertinent to the classification of the Discovery resource:  A Mineral Resourceis a concentration or occurrence of natural, solid, inorganic or fossilized organic material in or on the Earths crust in such form and quantity and of such a grade or quality that it has reasonable prospects for economic extraction. The location, quantity, grade, geological characteristics and continuity of a mineral resource are known, estimated or interpreted from specific geological evidence and knowledge.  An Inferred Mineral Resourceis that part of a mineral resource for which quantity and grade or quality can be estimated on the basis of geological evidence and limited sampling and reasonably assumed, but not verified, geological and grade continuity. The estimate is based on limited information and sampling gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes.  An Indicated Mineral Resourceis that part of a mineral resource for which quantity, grade or quality, densities, shape and physical characteristics can be estimated with a level of confidence sufficient to allow the appropriate application of technical and economic parameters, to support mine planning and evaluation of the economic viability of the deposit.  The estimate is based on detailed and reliable exploration and testing information gathered through appropriate techniques from locations such as outcrops, trenches, pits, workings and drill holes that are spaced closely enough for geological and grade continuity to be reasonably assumed.   - 4 -  Item 2. Properties.  Only exploration and no research as of now  The Company has not conducted any research or development activities since its incorporation nor did Strateco prior to the transfer of Discovery Property and Montbray properties to Cadiscor, since only exploration programs have been conducted up to now.  Canadian and U.S. regulations regarding estimation of resources are not the same. Please see Cautionary Notes and definitions in previous section entitled: BUSINESS  All properties are at an exploration stage and without known reserves. There is no plant or equipment on any of these properties. For power, in the case of all properties, the provincial power grid is located within a 20 kilometres range and could be extended to each property if warranted, eventually. Water is plentiful on all properties and in the region and it is generally pumped from wells or ancient diamond drill holes if needed.  General  The Company owns 100% of four mining properties and has an option on two additional properties. These six gold properties are all located in Quebec, and total 400 claims covering a total of 8,319 hectares, not counting the Sleeping Giant mine. In 2007, a total of $3,667,436 was spent on exploration on the properties, including $3,107,182 on the Discovery property.  The following map shows the location of the properties in Northwestern Québec, Canada:  - 5 -  [form10ksb31120726mars2008001.jpg]   - 6 -   Discovery Project 100% interest  DISCOVERY PROPERTY  The Discovery property consists of 124 mining claims covering an area of 3,371 hectares. It lies 35 kilometres northwest of Lebel-sur-Quévillon, Québec, in Bruneau and Desjardins townships.   Property Description The Discovery property is the result of the merger of the Discovery project (the Discovery Claims Block) and the Cameron project (the Cameron Claims Block). These two projects were the subject of an Option and Venture Agreement between Strateco Resources Inc. (Strateco)  and GéoNova Explorations Inc (GéoNova) since October 2, 2002 by which Strateco could obtain 51% interest in these two projects. On February 15, 2006, when Strateco purchased from GéoNova a 100% interest in the two projects instead of pursuing the option Agreement, Discovery Project and Cameron Project were called thereafter by Strateco and GéoNova for the purpose of the purchase/sale Agreement  the Discovery Property.  Location, access and Mining Claims  The Discovery property is located (see Map of Properties Location) approximately 35 km northwest of the town of Lebel-sur-Quévillon, Québec, Canada and consists of a total of 124 mining claims in Desjardins and Bruneau townships for a total surface area of 3,371 hectares. Since August 17, 2006, the Company holds a 100% interest in these 124 mining claims. Gold Potential  The project is strategically located in the eastern extension of the Harricana-Turgeon belt, which hosts the Matagami, Joutel and Casa-Bérardi mining camps. The project lies along a southeastern-striking section of a regional network of interconnected deformation corridors that extend eastward from the Quebec-Ontario border, crossing the Northern Volcanic Zone of the Abitibi Greenstone Belt. This network of deformation zones (Cameron-Casa-Bérardi deformation zone) represents a major geological discontinuity characterized by the interruption of structural and stratigraphic interference patterns.  Exploration Work  Previous exploration conducted on the Discovery project from 1986 to 2006, particularly by Homestake Canada Ltd., GéoNova and Strateco led to the delineation of the Discovery gold-bearing zone for a distance of over 800 metres and to a depth of 700 metres. The Discovery mineralized zone splits into three subvertical gold-bearing lenses, each 100 to 200 metres wide. On the East lens, the deepest hole drilled below the -400-metre level returned intersections of 11.97 g/t Au over 4.35 metres. On the Central lens, the deepest hole, drilled at over 600 metres below surface, returned 4.33 g/t Au over 7.59 metres, including 5.51 g/t Au over 5.11 metres. These two zones remain open at depth.  In May 2006, InnovExplo Inc., a mining and exploration Consulting Firm in Mines and Exploration based in Val-DOr, Québec, completed an National Instrument 43-101 compliant report that indicates that the Discovery zone contains an indicated resource of 381,100 tonnes @ 6.74 g/t Au and an inferred resource of 847,200 tonnes @ 6.35 g/t Au.  The report indicates that the gold-bearing zones are continuous, and that the potential for converting the   - 7 -  inferred resource into an indicated resource is high. The report also mentions that there is strong potential for increasing the resource through additional drilling, particularly at depth, below the known gold-bearing zones.  For the Discovery Claims Block, the following parameters were used to define the indicated and inferred resources:  Indicated Resource  The indicated resource was defined in areas where the mineralized lenses can be delineated by a series of drill hole intercepts with a grade greater than 3.00 g/t over 1.6 m and a maximum drill holes spacing of 60 m. In some areas where there was insufficient information to confirm the presence of the mineralized zone on the other side of the fault, the limits of the lenses were confined by these late faults.  Only the B zone contains an indicated resource, in three distinct lenses. The other zones are characterized only by an inferred resource.  Inferred Resource  A radius of 40 metres from a single diamond drill hole intercept was used to define the inferred resource.  In the B zone, one mineralized lens located between Sections 600 W and 350 W and between elevations-350 m and 0 m is defined by four diamond drill hole intercepts with grade higher than 3.00 g/t over 1.6 m. The maximum distance between drill holes is 130 m and the minimum is 100 m. The shape of the inferred lenses is based on the shape and size of indicated lenses. All the volume contained within these other lenses has been defined as inferred.  The late faults were not used to limit the inferred resource. These faults cause a few meters of displacement, but even though the exact location of the mineralized zone is not well known, the zone should continue on the other side, and therefore the volume is not affected.  1. Methodology  InnovExplo chose to use the polygonal method on longitudinal section. The interpretation was done on cross-sections at 10-meter spacing at a scale of 1:500. The cross-section interpretation was transferred onto a set of five plan views at 100-meter spacings to validate the interpretation in the other dimension.  The geological interpretation was digitized and the composites and horizontal thicknesses were then calculated using Gemcom Software. All the calculated composites were validated individually on the cross-sections to confirm that the grade and thickness were properly calculated. The diamond drill hole intercepts were then located on five longitudinal sections, one for each zone. The polygons were traced, and the volume and grade were calculated using Gemcom Software. A list of the volume and grade for each drill hole intercept above the 3.00 g/t Au cut-off is included in Appendix D to the technical report.  Data  Diamond drill holes: 113
Drill hole intercepts: 270
Samples in zones: 1,368 2. Parameters  Minimum mining width: 1.6 m (horizontal thickness) Cut-off grade: 3.00 g/t Au, 5.00 g/t Au and 7.00 g/t Au    - 8 - The specific gravity database used for the current estimate includes measurements from various drilling programs. InnovExplo used an average specific gravity of 2.82 g/cm3 calculated by SRK Consulting (SRK). from the available data. For the 2003 resources evaluation, SRK used a capping of 15 g/t Au for the 2 m composites. InnovExplo Inc. did not use compositing and worked with the original sample length. The capping grade was calculated at 35 g/t Au on the original sample length based on the log normal probability plot and on the log normal histogram.  3. Mineral Resource Estimate  The resource for the Discovery Claims Block was revised with two goals: (1) to re-estimate the resource using a method better suited to a narrow, high-grade vein-type gold deposit; and (2) to prepare the project for a pre-feasibility study on an underground operation. InnovExplo judged that the interpolation block model method used in 2003 did not apply to this type of narrow high grade vein mineralization.  Generally speaking, applying this method to this type of mineralization tends to create a smearing effect of high grade values into the barren walls of the veins, thus causing tonnage to rise and grade to fall. The total number of ounces can be similar, but the accuracy required for a detailed economic assessment of a possible conventional underground operation is not obtained with the block model method.  The polygon method on longitudinal section selected by InnovExplo. enhances local accuracy. Moreover, this methods main advantage is to force geologists to interpret each zone manually using each diamond drill hole. The geological continuity is thus established first, based on strict geological criteria such as structural elements, alteration zones, veins and lithologies, and not strictly on gold values.  The resource was calculated at three different cut-off grades: 3.00 g/t Au, 5.00 g/t Au and 7.00 g/t Au (see tables below). The 3.00 g/t Au cut-off grade was used to determine the continuity and shape of the mineralized lenses and to provide a comparison with SRKs 2003 resource estimate. Compared to SRKs estimate, the indicated resource tonnage increased by 12%, grade by 36% and ounces by 89%. The inferred resource tonnage decreased by 49%, grade increased by 47% and ounces decreased by 25%.  InnovExplo is of the opinion that the reader should use the figures based on the 3.00 g/t Au cut-off, which produces an indicated resource of 381,100 tonnes grading 6.73 g/t Au, or 82,406 ounces and an inferred resource of 847,200 tonnes grading 6.35 g/t Au, or 173,091 ounces.  Estimation of the Cut-off Grade  The estimation of the cut-off grade is based on cost published by Infomine USA, 2006.  These numbers are an average cost from several similar mines and represent an order of magnitude number.  Real cost estimate will have to be determined in a pre-feasibility study.  InnovExplo considers that the numbers presented are reasonable figures for the cut-off grade estimation of the Discovery project.  The two (2) methods proposed were selected according to the mineralized zones geometry, continuity and thickness and are considered adequate for the project.  All units are metric, and all cost and metal price are in 2006 at $600/once US dollars.  Cost per tonne for Sublevel Longhole mining with Shaft access at 800 tonnes* per day  Cash Cost: $25.64 Capital Cost: $24.92 TOTAL COST: $50.56  Cost per tonne for Shrinkage mining with shaft access at 1000 tonnes* per day  Cash Cost: $41.78 Capital Cost: $24.67 TOTAL COST: $66.45   - 9 -  *Daily rate used was the most representative one presented in Infomine and 800 tpd for Shrinkage mining was not available.  It is expected that the Discovery project could be mined using both mining methods depending on the thickness of the mineralized zones.  The ratio between both methods has to be determined.  Considering 50% by shrinkage mining method and 50% by sublevel longhole mining method, the average total mining cost would be 58.50 $ per tonne.  The gross metal values, using $600.00 per ounce for the different cut-off grades used, are:  · 3.0 g/t = $52.50/t · 5.0 g/t = $87.60/t · 7.0 g/t = $122.40/t  The metallurgical process for the Discovery mineralized material determined by Lakefield Research (1998) is by whole rock cyanidation and the anticipated recovery is 96%.  The cost for milling and transportation (if required) or for the construction of a mill plant will have to be determined in the pre-feasibility study.  The order of magnitude for the milling using cyanidation process in the Abitibi area varies from $6.00 per tonne to $25 per tonne depending on the mill location and mill daily rate tonnage. The Sleeping Giant Mine located nearby has milling cost of $18 per tonne.  The average grade determined for the Discovery deposit is 6,74g/t Au for the indicated resources. The in situ calculated value is 117.85$/t using $600.00 per ounce.  In Canada, according to NI 43-101, in order to calculate a resource you have to use parameters that reflect the possibility of a resource to be eventually qualified as a reserve. Therefore a consultant will fix minimum requirement of grade, true widths and continuity for him to be able to do a calculation of the resources. The consultant, InnovExplo  recommends using a minimum cut-off of 3g/t AU in evaluating the resources of the Discovery property.  The resource was also calculated using a 5.00 g/t. The results show that continuity is still good at this cut-off. The 7.00 g/t Au cut-off value indicates some high grade zones in the deposit. The tonnage and ounces are sensitive to grade and decrease rapidly at the higher 7.00 g/t Au cut-off, indicating the limited amount of high grade tonnage currently in the deposit.  In May 2007, the Company obtained new results from a second evaluation pursuant to norms of Canadian NI 43-101 based on 39 drill holes covering an area of 26,300 meters realised between October 2006 and March 2007. The new Measured and Indicated resources are now estimated at 1,163,186 tonnes at an average grade of 5.53 g/t for a total of 206,624 ounces of gold, representing an increase of more than 150% in gold content over the previous May 2006 43-101 estimate for the same categories (381,100 tonnes at 6.74 g/t for 82,406 ounces of gold). In addition to these Measured and Indicated resources, a total of 966,864 tonnes at an average grade of 6.06 g/t for 188,510 ounces of gold are now classified as Inferred resources. This represents a 9% increase in ounces contained over the previous May 2006 43-101 estimate for the same category (847,200 tonnes at 6.35 g/t for 173,091 ounces of gold). The average horizontal width of the intercepts for the Measured and Indicated gold resources is more than 3.9 meters. Furthermore, InnovExplo concludes in its report that the gold zones remain open at depth and along strike.  - 10 - DISCOVERY GOLD PROJECT ESTIMATED RESOURCES GradeOuncesTonnes(g/t Au)ContainedMeasured3,1098.95895Indicated1,160,0775.52205,729Total: Measured and Indicated1,163,1865.53206,624Inferred966,8646.06188,510  The same technical parameters were used in the 2006 and 2007 resource estimates, as follows: - The polygonal method on longitudinal section was used. - A cut-off grade of 3 g/t Au and a minimum horizontal width of 1.6 metres. - High gold values capped to 35 g/t. - An average density of 2.82 tonnes/cubic meter.  Based on these results, Cadiscor will undertake a Scoping Study (Preliminary Feasibility Study) of the Discovery gold deposit.  Using the new 43-101 resource estimate, the study will evaluate the economical potential of the Discovery gold deposit and propose an underground exploration program for further assessment of the geological and grade continuities of the deposit. It will also cover an underground bulk sampling program and additional underground drilling at depth.  43-101 Regulations, Qualified Person, Quality Assurance and Quality Control (QA/QC):  The 43-101 report on the Discovery property was carried out by Carl Pelletier, B.Sc., P. Geol., and Christine Beausoleil, B.Sc., P. Geol., from InnovExplo, a mining and exploration Consulting Firm in Mines and Exploration based in Val-d'Or, Québec. Mr. Pelletier and Ms. Beausoleil are Qualified, Independent Persons as defined under Regulation 43-101. The same persons supervised the drilling campaign.  Sampled core was sawed in half with one half sent to a commercial laboratory and the other half retained for future reference. A strict QA/QC program is followed which includes mineralized standards, blanks and duplicates. Assays were performed by ALS-Chemex - Chimitec of Val-d'Or, Québec.  Drilling  As of June 2007, the Company was preparing a new surface drilling program on Discovery of 6,000 meter program to test the depth (-700 meters) and lateral extensions of the gold zones that presently remain open at depth and along strike. The drilling program budget was then estimated at $750,000.  From April until the end of December 2007, 15 holes totalling 10,088 metres were drilled on the Discovery project. The results for holes B-07-150-A, 152, 153, 154B and 157, were as follows:   HoleAu
(g/t)Length* (m)BD-07-150-A14.12.97BD-07-1525.156.9BD-07-1533.463.23BD-07-154-B9.180.5BD-07-157
including5.26
7.713.25
2.0 * core length    - 11 -  These holes were drilled to test the 1200 East sector, an area where previous drilling (in 1996, 1997 and 2002) by former owners GéoNova Exploration and Strateco Resources returned excellent results that were nonetheless never followed up by drilling or a resource estimate.  Holes B-07-150-A, 152, 154B and 157 intersected mineralization typical of the Discovery zone, and confirmed that the 1200 East zone dips strongly to the east, where it remains open at a depth of 560 metres. They also confirmed the propertys excellent exploration potential. Cadiscor intends to aggressively pursue exploration of the lateral and depth extensions of this gold zone in 2008.  The drilling program initiated in 2006 continued in 2007. This work led to a new NI 43-101-compliant resource estimate. The identification of new gold-bearing structures also led the Company to pursue drilling work in 2007. A total of 23,612 metres in 31 holes were drilled on the property.  The Company retained the services of InnovExplo Inc. of Val-dOr to conduct a scoping study on the main Discovery zones as a basis for an underground exploration program to include bulk sampling and underground drilling. The report is expected at the end of the first quarter of 2008.   - 12 -  [form10ksb31120726mars2008002.jpg]   - 13 -   In October 2006, the Company initiated a drilling program aimed at increasing the Discovery zone resource and upgrading it from inferred to indicated. At December 31, 2006, 11,763 metres had been drilled in 23 holes.  The Company disclosed assays for 24 holes as of December 12, 2006 and February 19, 2007. The following is a summary of the most significant drill results:  HoleAu (g/t)Length*
(m)B-06-73B7.251.15B-06-1077.023.80B-06-1086.253.45B-06-1096.833.60B-06-1107.642.00B-06-1127.711.40B-06-11324.702.00B-06-1166.663.00B-06-1198.213.00B-06-1206.121.40B-06-1216.723.00B-06-12313.115.40B-07-124A8.871.90B-06-13210.942.75 * core length  These results confirm the presence and continuity of strong gold mineralization at depth and surrounding the three Discovery zone lenses. More particularly, Hole B-06-123, which returned 13.11 g/t Au over 5.40 metres, showed that the East lens remains open at a depth of 600 metres below surface.  In the 600E section, 600 metres east of the Discovery zone, holes drilled by Strateco led to the identification of a new area of interest, where three mineralized zone were intersected, two of which returned interesting results, namely 7.00 g/t Au over 1.75 metres and 5.85 g/t Au over 2.20 metres.  Hole B-06-132, which returned 10.94 g/t Au over 2.75 metres confirmed the potential of this relatively unexplored area of the property.  As of September 2007, the new 6,000-metre program started with the drilling of Hole B-07-152 in the 1200 E Sector, 600 metres to the east of the easternmost gold zone included in the last NI 43-101 resource estimate. Hole B-07-152 intersected 5.15g/t Au over 6.90 metres at a depth of 430 metres, and is the deepest hole in this sector. The gold zone remains open at depth and laterally. Hole B-07-152 was drilled to test the extension at depth of Hole B-07-150-A, which intersected 14.1 g/t Au over 2.97 metres,. Hole B-07-152 is located 240 metres down and 75 metres east of Hole B-07-150-A. Both holes were drilled to explore an area where historical drilling (1996, 1997 and 2002) by previous owners, GeoNova. and Strateco., delivered very good results without follow-up drilling or a resource calculation (See Longitudinal Section - 600E and 1200E Sectors under Discovery Property on Cadiscors website at www.cadiscor.com). Holes B-07-152 and B-07-150-A both intersected typical Discovery-type mineralization, indicating the presence of an additional gold zone on Discovery and confirming the excellent exploration potential of the property. This sector was not included in the NI 43-101 resource estimate. Cadiscor intends to continue drilling the lateral and depth extensions of this gold zone, which remains open at a depth of 430 metres.  - 14 -  The true width of the mineralized sections has not yet been determined. Sampled core was sawed in half, with one half sent to ALS-Chemex-Chimitec of Val-dOr (Quebec) and the other half kept for future reference. The Company follows a strict QA/QC program that includes mineralized standards, blanks and field duplicates. As of December 2007, the Company had received results from drilling holes BD-07-153, 154-B and 157 located in the 1200 E Sector, 600 metres to the east of the easternmost gold zone included in the last Canadian NI 43-101 Discovery resources estimate. Hole BD-07-157 intersected 5.26 g/t Au over 3.25 metres (including 7.71 g/t Au over 2.0 metres) at a depth of 560 metres. Hole BD-07-157 was drilled to explore the depth extension of holes BD-07-150A (14.1 g/t Au over 2.97 metres) and BD-07-152 (5.15 g/t Au over 6.9 metres). Hole B-07-157 is located 130 metres down and 50 metres east of Hole B-07-152. (See Longitudinal Section- 600E and 1200E Sectors in Discovery Property on Cadiscor Resources website, at www.cadiscor.com).  Hole BD-07-153 intersected 3.46 g/t Au over 3.23 metres at a depth of 625 metres.  Hole B-07-153 is located 195 metres down and 100 metres west of Hole B-07-152. Hole BD-07-154B intersected 9.18 g/t Au over 0.5 metre at a depth of 320 metres confirming the grade of the zone intersected in Hole BD-02-64 (6.89 g/t Au over 0.55 metre).  Holes BD-07-150A, 152, 154B and 157 intersected typical Discovery-type mineralization and confirm that the 1200E zone shows a steep rake to the east which is still open at a depth of 560 metres. Hole BD-07-157 is directly located in the rake of the mineralized zone and validate its geometry. These drill results confirms the excellent exploration potential of the Discovery property.  The true width of the mineralized intervals has not yet been determined. Sampled core was sawed in half, with one half sent to a commercial laboratory and the other half kept for future reference. A strict QA/QC program is applied, including mineralized standards, blanks and field duplicates. Assaying was performed by AlS-Chemex-Chimitec of Val dOr (Québec).  Historical Sampling, Assaying and QAQC Protocol Innovexplo was mandated by Cadiscor Resources to report on previous drilling and to design an appropriate QAQC protocol for the Cadiscor drilling program.  Sampling techniques did not vary much through the three stages of activity on the Discovery Project. Assay samples have been collected in half core to provide sample of variable lengths depending on geology but no longer than 1.5 m. Early samples were collected by mechanically splitting core in half. From 1996 onward, assay samples from presumed mineralized sections were collected by sawing core in half. The remaining half was put back in core boxes for witness. The core is in good condition and there is no evidence of misplaced pieces. Sample tags are generally still readable . Samples collected by GéoNova were assayed at two laboratories in the Abitibi region:  Technilab or Abilab with check assays at the other lab. GéoNova did extensive checks of the assays which were very consistent. In the more recent drilling programs performed by Strateco, blanks and standards were inserted in the sample stream and the results carefully monitored.  During the 2004 drilling program executed by Strateco, the drilling cores were sampled with a diamond saw.  Usually, samples are 0.75 m to 1.25 m long.  Half of the cut core was kept as witness sample and the other half was sent for analysis to the ALS Chemex/Chimitec laboratory in Val-dOr.  The preparation and gold analysis protocols of 2002 and 2003 drilling programs were modified in order to improve the reproductibility of gold analyses.  Samples were crushed at 90% -2mm.  A representative portion of 1000 g to minus 10 mesh was pulverized at 85% minus 200 mesh and homogenized.  A 50-gram pulp portion was analyzed by fire assay with atomic absorption finish.  Analysis verifications were systematically made on rejects (pulp 2) by fire assay with atomic absorption   - 15 -  finish on samples grading over 2 g/t Au and with gravimetric finish for those grading over 5 g/t Au.  Approximately 10% of the first pulps were sent to the Bourlamaque Laboratory in Val-dOr for additional analytical verifications. Specific gravity determinations (density) were obtained for gold zones of economic interest.  Standard samples were added to the samples sent to the ALS Chemex/Chimitec laboratory as an integral part of a quality control program.  InnovExplo believes the quality of the analytical data is reliable and that the sample preparation, analysis and security measures were carried out in accordance with best practices and industry standards.  Cadiscor Resources, 2006-2007, Discovery Property Drilling program.  Sampling, Assaying and QAQC Protocol   Objectives  The objectives of the QA/QC program designed for Cadiscor Resources by InnovExplo are to monitor and document the quality and integrity of the sampling, preparation and assaying of samples for the Discovery property drilling campaign.  The QA/QC program documents all sampling, preparation and assaying protocols, monitors and documents results and documents evaluations of results pro-actively.  Establishing proper QA/QC protocols allows pro-active monitoring of several key elements in the sampling, sample preparation and assaying process.  Using a series of quality control samples, the entire sampling, sample preparation and assaying process is monitored and evaluated for: · Suitability of field sample size by measuring precision of field duplicate samples;  · Integrity of field sampling and sample shipment by monitoring results of field blanks and sample shipment procedures;  · Possible contamination through the sample preparation and assaying process by monitoring results of field blank standards submitted as regular samples and the monitoring of laboratory analytical blank standard results;  · Suitability of crushing/splitting/pulverization sizes by measuring precision of coarse and pulp duplicate samples;  · The level of accuracy in the assaying can also be monitored by measuring the accuracy of the laboratories internal certified reference standards and by assaying of blind certified reference standards in each batch of samples.  The following is a breakdown of the protocols used for the number, type and distribution of QC samples in each batch of samples shipped from the field and fused in the furnaces at selected laboratory.  The number of QC samples has been co-ordinated with the maximum furnace batch size.  For a Field sub-batch of 24 regular samples including 21 regular samples;field. One duplicate sample was selected at random; One field blank standard was selectively placed after possible high grade samples (submitted as regular samples, blind to laboratory) and One Certified reference material (CRM) sample. Samples shipped from the field were identified by individual sample number including batch and sub-batch identification. For each sub-batch, 1 of each of the following samples was prepared by the laboratory people and inserted into each sub-batch of 24 samples: 1 coarse crush duplicate sample split selected at random and 1 pulp duplicate sample split selected at random. The laboratory randomly added to the sub-batches one internal analytical blank standard and 2 internal CRMs inserted at random.      - 16 - Samples  The regular samples are provided from NQ drill core that will be split to provide a one half split of the original whole core.  The remaining half split core will be kept in the core box as witness.  The minimum sample length should be 0.5 m and the maximum length 1.5 m.   Standards (Certified reference material)  Blind CRMs - Three differing grade certified reference standards (CRMs) were inserted into the batch by the on-site geologist.  The recommended CRMs used are from Rocklabs of New Zealand and are identified below:  CRM# SJ32 2.645 g/t Au (+/-0.027) containing 3.0% sulphide in matrix SN26 8.543 g/t Au (+/- 0.072) containing 3.2% sulphide in matrix SP27 18.10 g/t Au (+/-0.27) containing 3.5% sulphide in matrix  The goal of the lower grade CRM is to monitor the accuracy of assaying at grades that are considered significant albeit below the cut-off grade level for the Discovery project which is 3 g/t Au.   Other Considerations  Visible Gold & High Sulphide Samples  Each field sample that contains visible gold or a large amount of sulphides is systematically assayed using a metallic screen analysis.  Analytical Finish Re-assaying  The protocols for initial analytical determination use AAS. Since the precision of AAS analytical gold determinations above 3.0 to 5.0 g/t Au is considered less accurate, all samples with initial results reported above 3.0 g/t Au were immediately re-assayed using a gravimetric finish with both results reported by the laboratory.  For the current resource estimate, InnovExplo averages all the assays contained in the database for each sample, without any rules of precedence. Even though some assaying method like metallic sieve have better precision than method by fire assay with gravimetric or atomic absorption finish, each assaying method has its percentage of error on the precision. A large portion of this error is coming directly at the sampling and at the preparation. The precision of the assay is dependent on the size of the initial sample and the initial crush/split specifications. Because those different samples and sub-sample are generally too small to completely avoid the nugget effect in gold deposit, even a metallic sieve assaying method can not be perfectly accurate. By averaging more than one assaying point in the same sample, it minimized the nugget effect and minimized the total error on the final value.  Cameron Shear Project  Option to acquire a 50% interest  Location and Access  The Cameron Shear project lies adjacent to the eastern part of the Discovery project. It lies 35 kilometres northwest of Lebel-sur-Quévillon, Québec, in Desjardins Township. The project is accessible via a gravel road linking Lebel-sur-Quévillon to Matagami. A large network of logging roads facilitates property access.          - 17 -  [form10ksb31120726mars2008003.jpg]  Mining Claims  The project is wholly-owned by Canadian Royalties Inc. and it consists of 193 claims covering an area of 2,997 hectares. In December 2006, the Company signed a letter of intent with Canadian Royalties Inc. stipulating that the Company may acquire an undivided 50% interest by funding $1,000,000 in exploration expenses and making payments of $50,000 over a five-year period. The Company also issued 75,000 shares to Canadian Royalties Inc. upon signature of the agreement. Once it has earned its 50% interest, the Company may earn an additional 10% interest by financing the entire cost of a bankable feasibility study. The Company is the project operator.  Gold Potential  The property covers an eight-kilometre section of the Cameron deformation zone between the Flordin gold deposit and Discovery. The Cameron deformation zone is part of a regional network of interconnected deformation corridors extending east from the Québec-Ontario border and crossing the Northern Volcanic Zone of the Abitibi Greenstone Belt. This network of deformation zones represents a major geological discontinuity characterized by an interruption of the structural and stratigraphic pattern.  Exploration Work  The property is relatively unexplored. Sporadic work was reported from 1937 to 1986. From 1986 to 1988, a joint venture between Quinterra, Noramco and Golden Triangle led to exploration work on a vast property that included   - 18 -  the Cameron Shear property. A hole drilled by Klondike Gold in 1997, during the last reported work program, returned 0.5 g/t Au over 7.6 metres.  The Company had planned to conduct a $100,000 exploration program in 2007, consisting primarily of a magnetometry and electromagnetic helicopter-borne survey that was carried out in February 2007.  At the beginning of 2007, Cadiscor commissioned an airborne magnetic and electromagnetic survey covering the entire property. The survey was completed in February and results were analysed in light of the Company's knowledge of the neighbouring Discovery property. Using the geological and geophysical data, four priority areas were identified on the property. One of these corresponds to high gold anomalies in till at the bedrock contact, sampled by an overburden drilling program in the 80s. As of June 2007, a geological team was mandated on the property to conduct geological and geochemical surveys. Follow-up drilling was planned, depending on the results  Pursuant to the agreement, the Company acts as the project operator. In 2007, the Company incurred $157,188 in exploration expenses. Work consisted primarily of geophysical and geochemical surveys and identified gold anomalies that will be drilled in 2008.  Montbray Project 100 % interest  Location and Access  The Montbray property lies in central Montbray Township some 30 kilometres west of Rouyn-Noranda, Québec. The property is accessed by trails off a gravel road that connects to the paved road linking Rouyn-Noranda and La Sarre.  Mining Claims  The project consists of 28 claims covering an area of 1,120 hectares. In November 2006, the Company signed a letter of intent with Agnico-Eagle Mines Limited (Agnico) providing for Agnico to acquire a 50% undivided interest by funding $750,000 in exploration and making payments of $60,000 over a four-year period. Agnico was the exploration project operator. Once it has earned its 50% interest, Agnico has a three-year option to increase its interest to 60% by financing alone $10,000,000 in additional exploration or conducting a bankable feasibility study.  Exploration Work  Previous exploration on the Montbray project from 1996 to 2001, particularly by Altavista Mines and Strateco , led to the discovery of three mineralized showings, including the Montbray showing, where channel sampling returned 17.53 g/t Au  over 0.75 metres and 4.51g/t Au over 2.5 metres. The subsequent drilling program confirmed the extension of the Montbray showing at depth. The best values were 7.67 g/t Au over 2.35 metres and 2.96 g/t Au over 2.18 metres. During the most recent work done on the property in 2001, a drilling program located the eastern extension of the gold-bearing structure on the Agnico property adjacent to the western part of the Montbray property. The most significant result was 1.38 g/t Au over 1.55 metres associated with a fault zone.  As of June 2007, Agnico has advised Cadiscor that it has completed the geological compilation of the property. A program comprising line cutting and an Induced Polarisation survey was also carried out on the property. Geological mapping, stripping and sampling was planned for the summer 2007, with follow-up drilling scheduled for the fall.  After spending $118,000 on drilling and making a payment of $20,000 to the Company, Agnico advised the Company at the end of December 2007 that it was dropping the option.       -19-  Sleeping Giant Mine  The Companyhas signed an agreement with IAMGOLD Québec-Management Inc. (IAMGOLD) a wholly owned subsidiary of IAMGOLD Corporation,that provides the Company  with an option to acquire a 100% interest in the Sleeping Giant Mine and its related milling facilities (Mine). The option grants the Company the right to take possession of the Mine at the end of production from current reserves and in any event not later than April 1st, 2009.  Location and access  The Sleeping Giant Mine is located approximately 100 km north of Amos, Quebec, in the Abitibi region.  The gold mine has been in operation since 1988. At the end of 2006, IAMGOLD had produced 825,000 gold ounces from 2,306,000 tonnes of ore, at an average grade of 11.1g/t Au. The production schedule calls for the end of the production by IAMGOLD at the end of 2008, at the exhaustion of actual known reserves. The mine has an on site 900 t/d C.I.P. mill. The 2007 Mine production target by IAMGOLD was 50,000 ounces of gold.  Option Agreement:  The main terms of the Option Agreement are the following:  1- Upon execution of the Option Agreement, the Company will pay to IAMGOLD a cash amount of $300,000 and will issue to IAMGOLD 600,000 Cadiscor common shares . The Company will also issue to IAMGOLD on such date 1,000,000 common share purchase warrants, each such warrant entitling IAMGOLD to purchase one common share of the Company at a price of $1.00 until April 1st, 2009.  2- On the earlier of (i) April 1st, 2009 or (ii) the date of completion of the mining and processing of the current reserves of the Mine, the Company will take possession of the Mine by paying to IAMGOLD an amount of $5,000,000, payable, at Cadiscors sole discretion, either in cash or by the issuance of the relevant number of common shares of Cadiscor at a price equivalent to the volume-weighted average price of the previous 20 trading days, less the maximum allowable discount permitted by the TSX Venture Exchange.  3- After acquiring the Mine and after the Company has milled, at the Mine milling facilities, a total of 300,000 tonnes of ore from any source, the Company will pay to IAMGOLD an amount of $1,000,000, payable at the Companys sole discretion, either in cash or by the issuance of the relevant number of common shares of Cadiscor at a price equivalent to the volume-weighted average price of the previous 20 trading days, less a discount of 5%.  4- After the acquisition of the Mine, the Company will commit to grant to IAMGOLD the following royalties: (a) a 1.0 % NSR royalty on future gold production from the Mine property, with the Company having the right to buy back such royalty for an amount of $1,000,000 at any time; and (b) a 1.5% NSR royalty on any future base metal production from the Mine property, it being understood that such royalty will only be granted if there exists more than 5,000,000 tonnes of Measured and Indicated resources on the property, as established by a Canadian Regulation 43-101 compliant resource estimate.  5- Upon execution of the Option Agreement, the Company shall also have the right to carry out a surface or underground exploration program on any portion of land included in the Mine property by assuming all costs related to it. IAMGOLD will give to the Company access to the necessary facilities to conduct the exploration program and will charge to the Company, at cost, all the expenses in connection therewith.  All issuances and potential issuances of Cadiscor shares under the deal are subject to the approval of the TSX Venture Exchange.     - 20 -  At signature of the agreement, the Company made a cash payment of $300,000 and issued 600,000 common shares to IAMGOLD, as well as 1,000,000 common share purchase warrants. Each warrant entitles IAMGOLD to purchase one common share of Cadiscor at a price of $1.00 until April 1, 2009.  Exploration work during the Option period  As of February 2008, the Company obtained the first results from underground exploration drilling at the Sleeping Giant Mine, (Mine) on which it has an option to acquire a 100% interest from IAMGOLD.  In December 2007, the Company started a 9,000-meter underground exploration program to test the continuity of the gold zones at depth, below the deepest mining level (-975 meters).  These results are significant as they confirm the presence of the gold zones down to 445 meters below the current mine workings, with grades that are similar to the grades in the mine. Drilling will continue until the end of the second quarter of 2008. The results will then be evaluated to consider the feasibility of extending the mine shaft.  The Sleeping Giant Mine entered production in 1988. The mine has since been deepened twice to follow the gold zones. The main mine production zones are, in order of importance, Zones #30, 8, 20, 3 and 18. Three underground drill rigs are testing the next 400 meters of Zones #8, 30 and 18 below the deepest mining level.  The mines gold zones are narrow quartz veins that are mainly mined by shrinkage stoping. Typically, mine planning uses a minimum width of 1.6 orthogonal meters.  Results from the immediate extension of the mined zones or areas where geological control is sufficient to determine the gold zone attitude with confidence, are reported using this minimum 1.6 orthogonal meters width.  Results from areas where the gold zone attitude can not be determined with confidence are reported using the core length.  The new drill results are shown below. Zone #8 was intersected down to a depth of 445 meters under the current mine, at its projected position in space, which indicates continuity at depth. The deepest mining level is 975 meters below surface.  Hole #Target ZoneDepth below MineAu
g/tCore
LengthOrthogonal Width66-911*Zone #8- 400 m4.81.6 m66-911B*Zone #8- 445 m10.71.6 m66-920Zone #8- 115 m0.31.6 m66-921Zone #8- 120 m2.11.6 m66-923Zone #8- 75 m2.71.6 m66-924Zone #8- 85 m13.11.6 m97-86Zone #8- 25 m3.31.6 m97-27*Zone #30- 65 m8.31.6 m66-923Zone #30- 213 m5.90.8 m66-923Zone #30- 229 m6.51.1 m  *Holes 66-911 and 97-27 were drilled by IAMGOLD and Hole 66-911B was started by IAMGOLD.  Hole 66-923 was deepened past Zone #8 to test Zone #30.  Two veins were intersected and returned 5.9 g/t Au over 0.8 m and 6.5 g/t Au over 1.1 m, indicating the presence of Zone #30 at a depth of about 225 m below the deepest  - 21 -  mining level. Holes 66-911 and 66-924 also intersected values of 8.9 g/t Au over 1.0 m and 36.2 g/t Au over 0.5 m respectively before the #8 Zone intersection, in new structures previously unknown at the mine. Additional drilling is planned to test these structures.  Prior to the current exploration program, one exploration hole, Hole 97-27, intersected the extension of Zone #30 at elevation 3960, 65 meters below the last mine level. It returned a value of 8.3 g/t Au over 1.6 meters, indicating the possibility of extending the mined zones at depth.  The Company is also in the process of reassessing the historical production, development and exploration data of the current mine to identify resources in the vicinity of the existing underground infrastructure, in the context of a higher gold price. The 7 g/t Au cut-off grade presently used at the mine is based on a gold price of $US600/oz. This reassessment should be completed by the end of second quarter of 2008. Cadiscor will then evaluate the economic potential of the resources located close to actual mine infrastructures.  The assay determinations were carried by the Sleeping Giant Mine laboratory. A QA/QC program is in place at the lab and includes the use of blanks, standards and re-analysis by outside independent laboratories.  As soon as the agreement was signed, Cadiscor initiated an underground exploration program at the Sleeping Giant Mine. The program is aimed at testing the continuity of the currently-mined zones at depth below the last level at 975 metres. At the end of 2007, Cadiscor had invested $261,897 in this work. The first holes drilled under the existing mine workings had intersected the extensions at depth of the two gold zones currently being mined. The deepest intersection is at 445 metres under the deepest mine level, and returned 10.7 g/t Au over 1.6 metres, at the location predicted based on projections. A full compilation of previous work in the current mine is also underway to determine whether there are unmined zones that have become economic with the rise in the gold price. Florence property 100% interest  The Company staked the Florence project, adjacent to the Cameron Shear project to the north,  (see figure 1) to cover a series of geochemical anomalies. The property is wholly-owned by Cadiscor and consists of 15 claims covering 240 hectares staked in September 2007. Drilling will be carried out on the geochemical anomalies in 2008.  The property covers the possible extension of certain gold anomalies identified on the Cameron Shear property to the south. Drilling is planned on these targets in 2008.  Flordin property 100% interest  The Flordin property consists of 40 claims covering a surface area of 591 hectares (see Figure 1). The project is wholly-owned by the Company, which acquired it from IAMGOLD Québec Management Inc. (IAMGOLD) in 2007. It lies immediately east of the Cameron Shear property, and hosts the Flordin and Cartwright gold deposits. The Flordin deposit has not been explored since 1988. The Company carried out compilation work then began a four-hole drilling program on the Flordin deposit. As at the end of 2007, two holes were drilled for a total of 638 metres and a total of $138,964 had been invested in the property.  On July 9, 2007, the Company had acquired the Flordin property, immediately east of the Cameron Shear property. This property hosts the Flordin deposit, which Cambior estimated to contain 815,000 tonnes grading 5.1 g/t Au in 1988. In 1989, a ramp and underground exploration work led to bulk sampling that confirmed the presence of gold-bearing zones. Work was suspended due to the low gold price at the time (US $390 per ounce). At the end of 2007, the Company began drilling four holes to verify the previous results and test the extensions of the deposit at depth.   - 22 -  Conclusion  With its Discovery, Cameron Shear, Flordin and Florence properties, the Company now controls a 21-kilometre section of geological context favourable to gold mineralization.  Item 3. Legal proceedings.  The Company is not a party to any pending legal proceedings, and no such proceedings are known to be threatened or contemplated.  Item 4 Submission of Matters to a Vote of Security Holders.  There were no new matters submitted to a Vote of Security Holders since the filing of Form 10-QSB as of September 30, 2007.  PART 11  Item 5 Market for Registrants Common Equity and Related Stockholder Matters.                           (a) Market information  CURRENCY AND EXCHANGE RATES  All dollar amounts set forth in this report are in Canadian dollars, except where otherwise indicated.  The following table sets forth (i) the rates of exchange for the Canadian dollar, expressed in the U.S. dollars, in effect at the end of each of the periods indicated; (ii) the average exchange rates in effect on the last day of the end of each such period; (iii) the high and low exchange rate during such periods, in each case based on the noon buying rate in cable transfers in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York. Prices based on the period January 1 to December 31 yearly, and quoted in U.S. Dollars.  20072006Rate at end of Period0.98811.1652Average Rate During Period1.07501.131High Rate1.18521.172Low Rate0.91681.099  The high and low exchange rates for each month during the previous six months are as follows:  September 2007October
2007November
2007December
2007January
2008February
2008High rate$1.0546$1.0002$1.0007$1.1838$1.0294$1.0188Low rate$0.9959$0.9496$0.9168$0.9784$0.9905$0.9717  On March 10, 2008 the noon buying rate in New York City for cable transfer in Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York was$ 1.00 USD=$0.997CND  The Companys securities are traded in Canada as Cadiscor Resources Inc. (CAO) on the TSX Venture Exchange since August 21, 2006 and on the Frankfurt Exchange under the symbol DQN since September 8, 2006.  - 23 -  Based on information obtained from the TSX Venture Exchange, the high and low bid quotations for the common stock of the Company for 6 business days are set forth in the table below:  Prior sales of common shares in Canada  The common shares of the Company have been trading on the TSX Venture Exchange under the symbol CAO since August 21, 2006.  2006HighLowVolumeAugust 2006$0.75$0.452,751,105September 2006$0.52$0.372,411,514Fourth Quarter$0.89$0.3312,302,9192007HighLowVolumeFirst Quarter$0.95$0.619,762,918Second Quarter$0.94$0.604,326,616Third Quarter$0.90$0.495,557,037Fourth Quarter$0.92$0.454,085,2772008HighLowVolumeJanuary 2008$0.60$0.391,285,848February 2008$0.74$0.472,829,803March 3, 2008$0.79$0.64308,128March 4, 2008$0.70$0.6016,500March 5, 2008$0.60$0.608,500March 6, 2008$0.62$0.5522,500March 7, 2008$0.62$0.5618,714  Price Fluctuations, Share Price Volatility  Securities markets in Canada have experienced a high level of price and volume volatility in recent years, with many resource companies experiencing wide price fluctuations not necessarily related to operating performance or underlying asset values of such companies.  No assurance can be made that the Companys share price and volume will not continue to fluctuate materially.  (b) Offerings in Quebec and in Canada                (c) Private offerings in Quebec, Canada  Date of private placementPrivate placementValueNumber of shares/unitsNumber of warrantsBrokers feesBrokers units / warrants2007-01-10 (1)Canadian Royalties$58,50075,0000002007-07-09 (2)Iamgold Quebec-Management Inc.$210.000300,0000002007 -08-10 (3)Financing$2,800,7002,800,7001,400,350$224,056400,100 units2007-10-30 (4)Flow-through Financing$1,000,0001,000,0000$80,00050,000 warrants2007 -12-11(5)Iamgold Quebec-Management Inc$420,000600,0001,000,0002008-02-29(6)Financing$3,000,0005,454,545 units2,727,272 in units$240,000436,363 units   - 24 -  (1)On January 10, 2007, the Company signed an option agreement to acquire a 60% interest in the Cameron Shear property and undertook to incur $1,000,000 in exploration expenses over five years.  (2) On July 9, 2007, the Company signed a purchase agreement with IAMGOLD Quebec-Management Inc. (IAMGOLD) a wholly-owned subsidiary of IAMGOLD CORPORATION to acquire a 100% interest in the Flordin property. In consideration, the Company issued 300,000 common shares to IAMGOLD and granted a 1% NSR royalty on any commercial production from the property. The Company has the right to buy back the 1% NSR royalty at any time for US $1,000,000.  (3) On August 10, 2007, the Company closed a private placement of $2,800,700 private placement through Becher McMahon Capital Markets (Becher McMahon)acting as broker. Becher McMahon arranged the placement of 4,001,000 units (Unit) of the Company with qualified investors of the provinces of Québec and Ontario in Canada at a price of $0.70 per Unit. Each Unit is comprised of one common share of the Company and one half of one warrant. Each full warrant entitles the holder to purchase one Company common share at a price of $0.95 for a period of 18 months until February 10, 2009. The Unit shares and warrants were subject to a hold period of four months until December 11, 2007.  The Company paid Becher McMahon a cash commission equal to 8.0% of the gross proceeds of the financing or $224,056. Becher McMahon also received compensation options equal to 10% of the total number of Units sold pursuant to the Offering or 400,100 units. Each compensation option entitles Becher McMahon to purchase one Unit at the issue price of $0.70 per unit until February 10, 2009.  (4) On October 30, 2007, the Company concluded a private placement through Becher McMahon Capital Markets (Becher McMahon)acting as broker. Becher McMahon arranged the placement of 1,000,000 flow-through common shares at the price of $1.00 per share of the Company with two accredited investors of the provinces of Ontario in Canada.  The Company paid Becher McMahon a cash commission equal to 8.0% of the gross proceeds of the financing or $80,000. Becher McMahon also received a number of non-transferable brokers warrants equal to 5% of the total number of shares sold pursuant to the Offering or 50,000 broker warrants. Each warrant grants the right to Becher McMahon to subscribe one common share at the price of $1.00 per share for a period of 18 months until April 30, 2009.  The proceeds from the sale of the Flow-through shares to be used by the Corporation to incur exploration expenses on its properties that qualify as Canadian exploration expenses under the Income Tax Act (Canada) and has renounced on or before December 31, 2007 in favour of the subscribers Canadian exploration expenses in an amount equal to the gross proceeds raised from the sale of the Flow-through shares.  (5) Pursuant to an agreement dated December 11, 2007, with IAMGOLD Quebec-Management Inc., (IAMGOLD) a wholly-owned subsidiary of IAMGOLD CORPORATION, the Company has the right to acquire a 100% interest in the Sleeping Giant Mine and related surface facilities, including a mill. As consideration, the Company made a cash payment of $300,000 and issued 600,000 common shares to IAMGOLD. The Company also issued 1,000,000 common share purchase warrants to IAMGOLD, each warrant entitling IAMGOLD to purchase one common share of the Company at a price of $1.00 per share until April 1, 2009.  (6) On February 29, 2008, the Company closed a $3,000,000 private placement with Becher McMahon Capital Markets (Becher McMahon). Becher McMahon arranged the placement of 5,454,545 units (Unit) of the Company at a price of $0.55 per Unit. Each Unit is comprised of one common share of Cadiscor and one half of one warrant. Each full warrant entitles the holder to purchase one Cadiscor common share at a price of $0.70 for a period of 24 months after February 29, 2008, the closing date of the financing. The Unit shares and warrants will be subject to a hold period of four months and one day after the closing date.    - 25 -  The Company paid Becher McMahon a cash commission equal to 8.0% of the gross proceeds of the financing. Becher McMahon also received compensation options equal to 8.0% of the total number of Units sold pursuant to the Offering. Each compensation option entitles Becher McMahon to purchase one Unit at the issue price for a period of 24 months after the closing date.                           (d) Public offering in Quebec, Canada  During the year 2007, the Company did not conduct any public offering in Canada, in the United States or in other countries.                          (e) Use of proceeds  The proceeds of the public offering during the period consisting of flow-through proceeds realized in the year 2006 with a balance, as of January 1, 2007 of $4,177,193 and the Company realised two placements during the year 2007 for an amount of financing of $3,800,700 for a total of $7,977,893 Part of this sum has been used in the last quarter of the period of the following manner: $599,044 has been spent on exploration of Discovery, $23,836 on Cameron Shear, $261,897 on Sleeping Giant, $1,619 on Florence property and $235,247 on working capital expenses. The Company anticipates possibly using the proceeds for another project if the results obtained do not justify further expenses and the Company reserves the right to reallocate the use of proceeds as it deems appropriate in the best interests of the Company and its shareholders.  The Company conducted during the last quarter of 2007 exploration works and spent on Discovery Property an amount of $599,044 representing 6.80% of the issuers net proceeds in the approximate amount of $8,799,815. The Companys exploration expenses on the other properties represented less than 5% of the issuers net offering proceeds. The Company spent also in the last quarter, $323,333 in acquisition of interests and mining claims or 3.70% of the net proceeds.  A summary of exploration works conducted during this reporting period and acquisitions of properties can be consulted in the sections Item 2- Propertiesand Item 6-Management Discussion and Analysis of Financial Position in PART 1.  The Company paid payments obtained in the last quarter to independent directors fixed fees for their presence to the Board of Directors Meetings and Audit committee meetings in the amount of $10,500.                          (f) Holders  The Company has no holder of debentures as of March 10, 2008.  As of March 10, 2008, Cadiscors capital stock of 39,029,545 common shares were held by 64 registered shareholders throughout Canada, the United States of America and other countries Of that number 14 are registered holders in the United States who hold together 185,932 common shares or 0.50% of the capital stock.                         (g) Dividends  The Company has not paid any dividends since its incorporation and does not anticipate as of March 10, 2008, the payment of dividends in the foreseeable future. At present, the Companys policy is to retain earnings, if any, to finance exploration on its properties. The payment of dividends in the future will depend upon, among other factors, of the Companys earnings, capital requirements and operating financial conditions.                       - 26 - (h) Equity compensation plan information as at December 31, 2007  The following table sets out certain details with respect to compensation plans pursuant to which securities of the Company are authorized for issuance:   Plan CategoryNumber of securities to be issued upon exercise of outstanding options, warrants and rights
(a)Weighed-average exercise price of outstanding options, warrants and rights
(b)Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column (a))Equity compensation plans approved by security holders
 Stock Option Plan2,361,980$0.93397,920Equity compensation plans not approved by security holdersN/AN/AN/ATotal:2,361,980$0.93397,920  Item 6 Managements Discussion and Analysis of Financial Condition and Results of Operation.  (a) Plan of operation  (b) Cadiscor management believes the Company can satisfy its cash requirements until December 2008 in the following manner:  The net proceeds of the Initial Public Offering as defined in section Part II (d) Public offering in Canada in the Form 10 KSB for December 31, 2006 after payment of the Brokers Fees but before deduction of the Expenses of Issue, amounted to the amount of $6,137,070 with a remaining balance as of January 1, 2007 of $4,177,193. The Company  benefited also of two financings by private placements in August 2007 and October 30, 2007 with total proceeds of $3,399,815 for total liquidities at December 31, 2007 of $2,826,722. In early 2008, the Company completed the financing of February 29, 2008 for proceeds in an amount of $2,760,000 and foresees a recoverable tax credit of $1,435,000 that will provide to the Company a total amount of $7,021,722 to be allocated approximately as follows until December 2008:  Allocated amountsExploration work on the Discovery Property$800,000Exploration work on the Cameron Shear property500,000Exploration work on the Sleeping Giant Mine property$3,700,000Florence Property500,000Flordin Property500,000Working capital(1)$1,000,000Total7,000,000 (1) The Company will use such funds to pay its overhead, mitigate various unforeseen expenses and reserve certain amounts for future acquisition of other mining properties.   - 27 -  In the coming months, the Company will continue to focus its efforts on exploration and development of its best gold projects using advanced exploration methods. The Company will also consider acquiring new mining properties for exploration. Financing may be required for this purpose in 2008.  Managements Discussion and Analysis of Financial Condition and Results of Operations.  For the year ended December 31, 2007  Scope of Managements Financial Analysis  The following analysis should be read in conjunction with the Companys audited consolidated financial statements and notes thereto for the years ended December 31, 2007 and 2006. The financial statements were prepared in accordance with Canadian generally accepted accounting principles (GAAP).  Forward-Looking Statements  This document may contain forward-looking statements that reflect managements current expectations with regard to future events. Such forward-looking statements are subject to certain factors and involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be correct. Factors that could cause our results, our operations and future events to change materially compared to the expectations expressed or implied by such forward-looking statements include, but are not limited to, volatility in the gold price, risks inherent to the mining industry, uncertainty regarding the mineral resource estimation and additional funding requirements and the Companys ability to obtain such funding.  Selected Annual Information  Results as at
12-31-2007
(12 months)Results as at
12-31-2006
(9 months)
restated$$Total income122,00097,175General and administrative expenses28,071873,689Net loss494,571678,214Net loss per share, basic and diluted0.020.03   Balance sheet as at
12-31-2007
(12 months)Balance sheet as at
12-31-2006
(9 months)
restated$$Mining Properties5,802,0054,700,172Deferred expenditures3,454,1431,221,707Total assets13,733,70710,326,070Working capital3,977,2683,922,110Shareholders equity11,179,1777,767,789  Exploration Activities  The Company owns an interest of 100% in four mining properties and has an option on two additional properties. These six gold properties are all located in Quebec, and total 400 claims covering a total of 8,319 hectares, not  - 28 -  counting the Sleeping Giant mine. Exploration expenses for the year ended December 31, 2007 amounted to $3,667,436 ($1,221,707 in 2006). Expenses for the past year were higher than the year before due to the greater amount of exploration and development work carried out by the Company on its properties. The Discovery property was the most active, with exploration totalling $3,107,182.  Following the realization of eligible exploration expenses during the fiscal year, the Company can claim a refundable Quebec tax credit related to resources that can reach 35% and a 12% credit on duties refundable for loss on all eligible exploration expenses incurred during the same period exclusive of its Flow Trough obligations.  As of December 31, 2007, the estimated values of these credits to be received are $1,435,000.  Action Plan  In the coming months, the Company will continue to focus its efforts on exploration and development of its gold projects using advanced exploration methods. The Company will also consider acquiring new mining properties for exploration. Financing may be required for this purpose in 2008. On February 29th, 2008, the Company has closed a private placement for $3,000,000.  Operating Results  The Company incurred a net loss of $494,571 for fiscal year 2007 compared to $678,214 for fiscal year 2006. Higher interest income for the year was due to additional income generated by the increase in cash and cash equivalents. The Company had no sales as none of its properties are in production.  General and administrative expenses were $928,071 compared to $873,689 in 2006.  Operating costs for 2007 were affected principally by the following factors: 1) the increase in the Companys operating and marketing activities, resulting in higher investor relations expenses and professional fees; 2) The increase in legal fees due to two financings completed during the year and the Part XII.6 tax on exploration funds unspent as at December 31, 2007;  3) The decrease of the loss is primarily attributable to future realized tax benefits, related to deferred losses and shares issue costs;  4)  The expenses of the period are based on twelve months compared to nine months for 2006.  Cash Assets  The Companys working capital stood at $3,977,268 at December 31, 2007 compared to $3,922,110 at the beginning of the year. Given that the Company closed  private placements for net proceeds of $3,399,815 during the year, this decrease was due to more extensive exploration work carried out during the year ended December 31, 2007, for $3,667,436 and operating costs of $928,071.  These funds will be applied to exploration planned for 2008. The term deposits are not exposed to asset-backed commercial paper.  Sources of Financing  During the year, the Company completed two private placements for a total of $3,800,700, $1,000,000 of which was flow-through funding. The Company also issued 975,000 common shares issued in consideration of mining properties valued at $778,500.  Dividend Policy  The Company has not declared any cash dividend on its outstanding common shares since incorporation. Any dividend payment will depend on the Companys financial requirements, its future level of growth and other factors deemed pertinent by the Board of Directors under the circumstances. It is unlikely that a dividend will be paid in the foreseeable future.  - 29- Off Balance-Sheet Arrangements  The Company does not have any off balance-sheet arrangements.  Related-Party Transactions  The Company has signed a services agreement, with BBH Géo-Management Inc. (BBH), a related company of which Guy Hébert, a director of the Company, is also an officer and a director. The agreement should have expired by December 31, 2007 but was continued until June 30, 2008 and provides for BBH to manage the exploration to be carried out by the Company. BBH charges the Company the expenses and costs for services that include the following:  · Use of BBHs offices and equipment (for a monthly fee of $2,000); · Carrying-out of exploration (including an administration fee of 10% of the exploration expenses); · Management, administration, accounting and legal services; · Consulting services, including in the area of geology; · Relations with investors and the regulatory authorities; and · Assistance in securing financing.  The fees to be paid to BBH are equivalent to the compensation that the Company would otherwise pay to an unrelated third party.  The Company conducted the following transactions with BBH:  2007
(12 months)2006
(9 months)Expenses capitalized in the statement of deferred expendituresConsultants and subcontractors$277,000$50,000Management fees$300,000$96,000General and administrative expenses in the statement of earnings and deficitProfessional fees$114,000$56, 000Legal expenses$27,000$47,000Investor relations$147,000$49,000Rent$24,000$14,000Share issue costs charged against capital stock$22,000$53,000Accounts payable and accrued charges$66,000$92,000  Accounting Value of Mining Properties  At the end of the year, results are assessed to determine the future potential of each property. This assessment did not result in any write-downs in 2007.  Financial Instruments  Fair Value  Cash and temporary investments, tax credits receivable and accounts payable and accrued charges are financial instruments whose fair values approximate their carrying values due to their short-term maturities or prevailing market rates.    - 30 -  Interest Rate Risk  At December 31, 2007 and 2006, the Companys exposure to interest rate risk was as follows:  · Cash and cash equivalents  variable interest rate · Amounts receivable  interest free · Amounts payable  interest free  In managements opinion, the Company was not exposed to any interest rate risk as at December 31, 2007.  Outstanding Share Data  The Company is authorized to issue an unlimited number of common shares without par value.  The Company had 33,575,000 shares issued and outstanding at December 31, 2007 (27,599,000 at December 31, 2006) for a book value of $12,408,477 ($8,632,492 at December 31, 2006).  Quarterly Financial Information  The following table contains selected financial information for the last seven quarters.  12-31-200709-30-200706-30-200703-31-200712-31-200609-30-200606-30-2006$$$$$$$Total Revenue37,65928,07820,16236,10170,76126,414-General and administrative expenses235,247164,711252,955275,118453,715386,21633,758Net loss24,48896,633158,333215,117284,654359,80233,758Net loss per share Basic & fully diluted0.000.000.010.010.010.03-12-31-200709-30-200706-30-200703-31-200712-31-200609-30-200606-30-2006$$$$$$$Short term assets4,451,8983,503,5441,545,2072,867,2884,404,1915,342,375-Total assets13,733,70712,375,8039,623,35910,333,61010,326,07010,074,884-Current liabilities474,630315,523149,876643,278482,081117,65533,758Working Capital3,977,2683,188,0211,395,3312,224,0103,922,1105,224,720(33,758)Shareholders equity11,179,17710,214,4807,495,6837,754,1327,767,7898,624,229(33,757)  There were no first quarter results for 2006 as the Company was incorporated on March 6, 2006.  Discussion of Quarterly Financial Information  In the last seven quarters, general and administrative expenses and losses before stock-based compensation expenses have averaged $257,394 and $162,186.   - 31 -  Operating costs for 2007 were affected by the following factors: 1) the increase in the Companys operating and marketing activities, resulting in higher investor relations expenses and professional fees; 2) The increase in legal and audit fees due to two financings completed during the year and the Part XII.6 tax on exploration funds unspent as at December 31, 2007; and 3) The future income tax benefit related to deferral of the losses and to share issue costs is reduced in part due to the net increase in the future income tax liability caused by Companys flow-though commitments.  Taking the above into account, on average it costs $258,000 per quarter in general and administrative expenses to run the Company, less stock-based compensation. Of this, $78,000 represents consultants fees, legal expenses, investor relations expenses and rent payable to a company controlled by Guy Hébert, a director of the Company. (See Note, Related-Party Transactions for more details.)  Fourth Quarter Results  The Company reported a loss of $24,488 for the fourth quarter of the year compared to a net loss of $284,654 for the fourth quarter of the previous year. This decrease is primarily attributable to future tax benefits, related to deferred loss and shares issue costs, partially offset by an increase in investor relations and audit costs following the provision for the preparation of annual report.  Risks and Uncertainties  Apart from the risks customarily encountered by exploration stage mining companies, the Companys business is subject to a number of material risks. The following is a brief discussion of all those distinctive or special characteristics of Cadiscors operations and industry which may constitute risk factors regarding the Companys future financial performance. The Company does not maintain Political Risk Insurance. A portion of the shares of the Company common stock distributed by the Companys former parent were distributed to holders in the United States prior to the Company registration statement under the Securities Exchange Act of 1934, as amended, becoming effective.  Accordingly, this distribution of approximately 1,367,000 shares of the Company common stock to United States persons may have been in violation of the United States securities laws and the recipients of these shares may have had rescission rights that would have had to be exercised within a statutorily prescribed time period and such rescission rights could have given rise to potential contingent liabilities through the end of this time period.  Strateco Resources Inc., (Strateco) the Company former parent, distributed approximately 20,000,000 shares of the Company common stock to Stratecos shareholders of record as of August 23, 2006. Of these 20,000,000 shares, the Company believes that approximately 1,367,000 shares were distributed to United States persons.  The United States securities laws require that a company may not sell securities to United States persons unless the issuance and sale of the securities have been registered under the Securities Act of 1933, as amended (the Securities Act), or the sale is exempt from the registration requirements of the Securities Act.  The United States Securities and Exchange Commission (the SEC) issued Staff Legal Bulletin No. 4 that provides that shares of a company that are distributed to a parent companys shareholders need not be registered in the United States under the Securities Act provided that five conditions are met.  One of the conditions is that the company that is spun-off must register the spun-off securities under the Securities Exchange Act of 1934, as amended (the Exchange Act). The Company filed a registration statement under the Exchange Act on Form 10SB with the SEC on October 6, 2006 and this registration statement became effective on December 5, 2006.  Because the Company shares of common stock were not registered under the Exchange Act 1934 before shares of the Company common stock were distributed to United States persons, the failure of the Company to register prior to the distribution by Strateco of these shares to United States persons may have constituted a violation of Section 5 of the Securities Act, although the Company would vigorously contest any such claim.  A violation of Section 5 of the Securities Act may give rise to a right of rescission for the recipient of such shares.  This right of rescission must be    - 32 -  exercised by the person who acquired the shares in a transaction that allegedly violated Section 5 within a specified time period following such alleged violation.  During this time period following the alleged violation of Section 5, the company which offered, sold or delivered the securities allegedly in violation of Section 5 generally must consider the contingent liabilities, if any, that may have arisen from the alleged violation.  Exploration and mining risks related to major unforeseen events, availability of personal, and costs of machinery, equipment, operations and compliance with governmental regulations.  The exploration of mining properties is a high-risk industry. Presently, none of the Companys properties or projects have a known body of commercial mineral. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explorations, cave-ins, landslides, and the inability to obtain adequate machinery, equipment or labor are all risks involved in the operation of mines and the conduct of exploration programs.  The Company relies on consultants and other professionals for exploration. The Company requires substantial resources to establish reserves, develop metallurgical processes to extract metal from the mineral, and develop mining and processing facilities at a given site.  The cost of developing gold and other mineral properties is affected by the cost of operations, variations in the grade, fluctuations in metal markets and the cost of processing equipment. Government regulations regarding prices, taxes, royalties, allowable production, importing and exporting of minerals, land use, land tenure and environmental protection also affect economic viability. Uncertainties relatedto stage of exploration depends on availability of financing and operating history of the Company.  The Company is a junior natural resource exploration company and has no production revenue.  It does not have an operating history upon which investors may rely. The Company has limited financial resource. The Company must renew constantly its efforts to obtain adequate financing in the future. Failure to obtain such additional financing could result in delay or indefinite postponement of further exploration of its projects. We recognize that we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. These risks and uncertainties and the Companys failure to do so could have a materially adverse effect on Companys financial condition.  Variation of Metal Prices  Metal prices have fluctuated widely in recent years, and are affected by numerous factors. International economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumption patterns, speculative activities and worldwide production levels all may affect metal prices. Gold prices fluctuate on a daily basis and are affected by numerous factors, including: level of interest rates,rate of inflation,central bank sales, andworld supply of gold Each of these factors can cause significant fluctuations in gold prices. Such external factors are in turn influenced by changes in international investment patterns and monetary systems and political developments.   - 33 -  Competition with major companies for acquiring properties and qualified employees. The mineral industry is very competitive.  The Company must compete with other companies possessing superior financial resources and technical facilities. This competition is not only for the acquisition of mining interests, but also for retention of the services of qualified employees. The Company relies presently on skilled consultants and its ability to raise financing to retain them in order to conduct its exploration works. Titles on mineral properties Although the Company has exercised customary care with respect to determining title to properties in which it has a material interest, title to such properties may be challenged or impugned. The Companys mineral property interests may be subject to prior unregistered agreements, transfers or native land claims and title may be affected by undetected defects. Permits, licenses and Authorizations from governmental authorities need to be obtained and maintained in good standing The Companys current and planned operations require permits and licenses from various governmental authorities. Such permits and licenses are subject to change in regulations and in various operating circumstances. The Company has to obtain or maintain in force all necessary permits and licenses that may be required to conduct exploration or commence construction or operation of mining facilities at properties to be explored or to maintain continued operations at economically justifiable costs. Further, certain of the Companys mineral rights and interests are subject to government approvals.  Price Fluctuations, Share Price Volatility  Securities markets in Canada have experienced a high level of price and volume volatility in recent years, with many resource companies experiencing wide price fluctuations not necessarily related to operating performance or underlying asset values of such companies.  The Companys Common Shares traded between $0.34 and $0.88 between August 21, 2006 and December 31, 2006 and between $0.45 and $0.95 from January to December 2007. Dividends are unlikely in the near future  The Companys board of directors determines whether to pay dividends on the Companys issued and outstanding shares. The declaration of dividends will depend upon the Companys future earnings, its capital requirements, its financial condition and other relevant factors. The Companys board does not intend to declare any dividends on the Companys shares for the foreseeable future. The Company anticipates that it will retain any earnings to finance the growth of its business and for general corporate purposes. Prospective investors seeking or needing dividend income or liquidity should, therefore, not purchase our common stock.  Environmental Regulations All phases of the Companys operations are subject to environmental regulations promulgated by government agencies from time to time.  Environmental legislation is evolving in a manner, which means stricter standards, and enforcement, fines and penalties for non-compliance are more stringent.  Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers, and consultants.  Future charges in environmental regulation, if any, may adversely affect the Companys operations. For every exploration project, the Company needs to obtain permits for diamond drilling from the Quebec Ministries of Forestry and Environment. The Company has the obligation under environmental laws to clean and leave the premises according to standards prescribed in the laws. The Company uses no environmentally hazardous chemicals and builds no dams  - 34 -  or large structures. The Company believes that it complies with applicable Quebec and Canada environmental laws and regulations.  The Company has obtained all the necessary permits for the exploration works conducted on each of its properties.  Only exploration and no research as of now  The Company has not conducted any research or development activities since its incorporation nor did Strateco prior to the transfer of Property and Montbray properties to Cadiscor, since only exploration programs have been conducted up to now. See Cautionary Notes and definitions in Item 1. Business. Dependence upon management, officers and consultants Mr. Michel Bouchard is president of the Company since June 21, 2006 or before that the Company became a public company. Mr. Vincent Jourdain has been named Exploration Vice-President as of December 2006. Mr. Bouchard and Mr. Jourdain spend 100% of their time on the business of the Company.  The Companys success depends to a great extent upon the continued successful performance of Mr. Michel Bouchard, President since June 21, 2006. Mr. Bouchard hires consultants and employees in several fields of expertise.  Outlook  In 2008, the Company will pursue its development, focusing on advancing as rapidly as possible toward production decisions on the Sleeping Giant Mine and Discovery projects. The rising gold price, which has surpassed the US $900/ounce mark, has created a favourable economic context for the development of the Companys projects.  Information Disclosure Controls and Procedures  The Chief Executive Officer and the person performing similar functions to a Chief Financial Officer are responsible for assessing the effectiveness of information disclosure controls and procedures, and have concluded that such internal controls and procedures are effective and reliable at the end of the period covered by the annual documents. Additional Information and Continuous Disclosure  This management discussion and analysis is dated March 25, 2008. The Company regularly discloses additional information through filings on the SEDAR (www.sedar.com) and EDGAR (www.sec.gov/edgar.shtml) websites.  Item 7 Financial Statements  The Company incorporates by reference to the present document the Cadiscor Resources Inc. audited financial statements for the fiscal year ending December 31, 2007 prepared in accordance with generally accepted accounting principles in Canada that  include, U.S. GAAP reconciliation. These financial statements follow the page signature of the present document.  Item 8 Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.  For the year ending December 31, 2007, there has been no change of Accountants and no disagreements with the Auditors, Petrie Raymond LLP.                      - 35 -  Significant employees  The Company hires consultants, professionals and contractors but has no employees. The most significant and permanent consultant in the pursuit of the Companys business is Mr. Michel Bouchard.  The positions held and biographical information for Mr. Bouchard is set forth above in paragraph (a) of ITEM 5 of this report.   Family relationships  There are no family relationships among directors, executive officers or persons chosen to become an executive officer or director with the exception of Mr. Richard Jacques, director, who is the brother in law of Mr. Michel Bouchard, president and director.  (c) Legal proceedings  One of the directors and executive officers mentioned above in ITEM 5 has been involved in the following legal proceedings in the last five years:  1. Mr. Bouchard was Vice-President, Mining Development when McWatters Mines obtained a Court order allowing it to put itself under the CCAA protection on February 14, 2001. On December 11, 2001, the Plan of Arrangement was filed with the Quebec Superior Court. On January 23, 2002, creditors and shareholders voted in favour of the Arrangement Plan and on January 28, 2002, the Quebec Superior Court ratified it.  Mr. Bouchard was named President on October 1, 2003 and resigned on August 13, 2004. He was a director from February 2004 to his resignation on August 13, 2004.  On January 15, 2004, McWatters Mines announced that it intended to make a proposal to its creditors under the Bankruptcy and Insolvency Act. The proposal was accepted by the creditors on June 22, 2004. The court ratified it on July 9, 2004.  During that period a Management cease trading order was issued by the Ontario Securities Commission and Quebec Securities Commission on May 26, 2004 and a cease trading order was effective on July 22, 2004 in Quebec, Canada and on July 29, 2004 in Ontario, Canada.  2. None of the directors or executive officers of the Company has been subject to any conviction in a criminal proceeding or is being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);  3. None of the directors or executive officers of the Company has been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and  4. None of the directors or executive officers of the Company has been found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law and the judgment has not been reversed, suspended, or vacated.  Item 8A. Controls and Procedures  A. Disclosure Controls and Procedures    The Companys management, including the Chief Executive Officer, Mr. Michel Bouchard, President and an extern consultant Mrs. Pauline Comtois, Canadian General Accountant (CGA) performing functions for the Company similar to a Chief Financial Officer, have conducted an evaluation regarding the effectiveness of disclosure controls  - 36 -  and procedures (as defined in Rule 13a-15(e) or 240.15d-15(e) of the Securities and Exchange Act of 1934 as amended) as of the end of the period covered by the report, based on the evaluation of these controls and procedures required by paragraph (b) of §240.13a-15 or §240.15d-15, the Chief Executive Officer and the person performing similar functions to a Chief Financial Officer concluded that the disclosure controls and procedures are effective.  Managements annual report on internal control over financial reporting of the small business issuer  The Companys management, including the Chief Executive Officer, Mr. Michel Bouchard, President and an external consultant Mrs. Pauline Comtois, Certified General Accountant (CGA) performing functions for the Company similar to a Chief Financial Officer (The Management) is responsible for establishing and maintaining adequate internal control over financial reporting for the Company.  The Management uses the following framework to evaluate the effectiveness of the Companys internal control over financial reporting as required by paragraph ( c ) of §240.13a-15 or §240.15s-15:  The Board of Directors with recommendation of the audit committee approves the project and budget for exploration programs. An internal control on three levels of authorization and verification is in place for each purchase order, each check issued in payment of invoices and each entry into the books of the Company on a daily basis. Each check that is issued requires two signatures from authorized representatives.  Each financing and its costs and each issuance of shares either related to a financing or to the stock options plan is authorized by the Board of Directors and has to be reported in details to each Securities Commission for which the Company is a reporting issuer and must be published in press releases in Canada.  The internal procedures for the financial information within the Company with organizational charts are written in a pamphlet that has been approved by the Board of Directors and the Audit Committee.  The Management proceeded throughout the year, to the verification and evaluation of the Companys internal control over financial reporting. To this effect, the Management verified the operations, described in the pamphlet, such as the established process for monitoring of signature of checks, numerical order of checks, issuance of purchase orders, invoices auditing, approval of expenses, distribution of expenses in conformity with the budget of operations and confidential information of documents. As to the verification of the financial information itself, the Management analysed the expenses posts and the expenses fluctuations.  Following a sample evaluation, the Management can conclude that the internal control is effective and that the persons who are responsible apply effectively and vigorously their functions. In taking into account the small number of persons involved, the internal control of financial information is executed in a way so to provide a reasonable assurance that the controls are operating effectively.  Changes in internal control over financial reporting.  The Companys management assessment of the effectiveness of the Companys internal control over financial reporting as of the end of the Companys most recent fiscal year did not identify during the last fiscal year any material weakness in the framework to evaluate the internal control over financing and concluded that the Companys internal control over financial reporting are effective.  The Companys management did not identify any changes in the Companys internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of §240.13a-15 or §240.15s-15 of this chapter that occurred during the fourth fiscal quarter that has materially affected or is reasonably likely to materially affect the Companys internal control over financial reporting.    - 37 -  Item 9 Directors and Executive Officers, Promoters and Control persons; Compliance with section 16 (a) of the Exchange Act.  The Board of Directors consists of seven directors who will serve until the next annual meeting and until they are re-elected or their successors will be elected. This annual meeting will be held on June 18, 2008 at 11.00 a.m. at Le Centre Sheraton Montréal Hotel, Lounge 1, 1201 René-Lévesque Blvd. West Montreal, Quebec H3B 2L7, Canada.  Code of Ethics  On November 6, 2006, the Board of directors adopted a Code of ethics. This Code of Ethics can be consulted on the Companys website at www. cadiscor.com. And any interested person can receive copy of this Code of ethics without charge in addressing its request to the Companys head office mentioned on the Title page of this annual report. (a) Directors and executive officers   The mandate of the current directors of the Company will expire at the Annual Meeting of shareholders. Messrs. Bouchard, President and Mr. Vincent Jourdain as Vice-President, Exploration spend 100% of their time to the business and Mr. Hébert as Chairman of the Board dedicates 5% of his time to the business of the Corporation while the other directors will dedicate less than 5% of their time.  Information on Directors Michel Bouchard has been involved in the exploration, development and production fields of the mining sector for the last 25 years. He was a director of several public companies in the mining sector. He has a BSc and MSc in Geology and an MBA. He is credited for his contribution of the Bouchard-Hebert Mine discovery in north western Quebec. He was a Senior Executive for Aiguebelle Resources, Audrey Resources, Lyon Lake Mines, SOQUEM, and McWatters Mines. Guy Hébert is a director and the president of Strateco Resources Inc. since April 2000. He is the president of BBH Géo-Management Inc. since October 1992. He was also president of Lyon Lake Mines Ltd. from 1986 to 2001 and a director of Orléans Resources Inc. from 1993 to 1998. He was a director and the president and chief executive officer of Altavista Mines Inc. from 1995 to 2000. Jean-Pierre Lachance is a director and the executive vice-president of Strateco Resources Inc. since April 2000. From 1996 to 2001, he was also vice-president of Lyon Lake Mines Ltd., and he became the executive vice-president of that company in May 1999. He was the president of Novontar S.A., a Costa-Rican corporation, from 1996 to 2002. Jean-Charles Potvin is a founder of Tiomin Resources Inc. and has been its Chairman of the Board since its inception in 1992. From 1981 until 1994, Mr. Potvin was a Director and Vice-President of Burns Fry Limited (now Nesbitt Burns Inc.) where he evaluated world-wide mining investment opportunities. He has also been involved in securing senior financing for a number of North American gold producers. From 1989 until its acquisition in July 2000 by Barrick Gold Corporation, Mr. Potvin was President and Chief Executive Officer of Pangea Goldfields Inc., which had extensive holdings in Tanzania.  He also serves as a Director of the following publicly traded resource companies: Tiomin Resources Inc., Azimut Exploration Inc., Gobimin Inc., Gold Reserve Inc. and Polaris Geothermal Inc. Richard Jacques, FCA, is a Management Consultant since 2000. From 1995 to 2000, he was Executive Director of Lavery, de Billy LLP, a law firm and was Executive Director of the Quebec Chartered Accountants Order from 1989 to 1995.  Previously, he was, between 1987 to 1989, Vice-President, Finance and Investment of the Quebec Federation of Labour Solidarity Fund and, from 1976 to 1987, Vice-President, Finance for Credit Industriel Desjardins. He is a board member of l'Ordre des travailleurs sociaux.   - 38 -  Guylaine Daigle, Chartered Accountant, C.A. is Controller of G4 Drilling Ltd., a Val-dOr-based drilling firm, prior to which she worked as Director of Financial Services for Samson Bélair/Deloitte & Touche in Val-DOr.  She was previously Director of Finance for Ross-Finlay 2000 Inc., a Val-dOr mining contractor, and Controller of McWatters Mines Inc., a Val-dOr gold producer.  She has over 12 years of experience in applied accounting management in the mining industry. She replaced on February 19, 2007, another director, Francine Bélanger, deceased in November 2006. René Branchaud has been elected director of the Company at the Annual Meeting of Shareholders on June 19, 2007. Mr. Branchaud holds an LLB from Université Laval obtained in 1982.  He has been a lawyer since 1983 and is a partner of the law firm Lavery, de Billy, LLP.  He is currently director of Malaga Inc. and Dynacor Gold Mines Inc. both listed on the Toronto Stock Exchange and of Dacha Capital Inc. and Midland Exploration Inc.., both listed on the TSX Venture Exchange.  (b) Compliance with section 16 (a) of the Exchange Act.  Section 16 (a) of the Securities Exchange Act of 1934, as amended, requires the Companys officers and directors, and persons who own more than ten percent of a registered class of the Companys equity securities, to file reports of ownership on Form 3 and changes in ownership on Form 4 or Form 5 with the Securities and Exchange Commission (SEC). Such officers and directors and 10% stockholders are also required by SEC rules to furnish the Company with copies of all section 16 (a) forms they file.  The directors and officers filed only with the Quebec Securities Commission now called Autorité des marchés financiers, the principal national securities exchange jurisdiction of the Company as allowed by Rule 16a-3 (c). All transactions by directors and officers have been deposited electronically and can be consulted at http://www.sedi.ca/.  Item 10 Executive Compensation.                          (a) General  During the year ended December 31, 2007, the Company did not pay any compensation to its executive officers. See section on Item 12 Certain Relationships and Related Transactions (a) Related party transaction for expenses incurred by the Company with BBH Géo-Management Inc. during the year ended December 31, 2007,. BBH Géo-Management Inc. is a company that provides the Company with project management and administrative services pursuant to a services agreement. Guy Hébert, the Companys Chairman, is the sole director of BBH Géo Management Inc. and controls another company that is the sole shareholder of BBH Géo-Management Inc. Services provided to the Company by executive officers are paid for by BBH Géo-Management Inc.  Summary Compensation Table The following tables in this Item10: Executive Compensation, have numbers converted in U.S. Dollars based on the exchange rate at December 31, 2007 and at December 29, 2006. The rates of exchange from Canadian dollars to U.S. dollars as of December 29, 2006 was CAN$1.1652 for U.S $1.00 and at December 31, 2007 was CAN$0.9881 for US $1.00 were used to fill in the table.   - 39-  Name and principal positionYearSalary
($)Option awards
($)All other compensation
($)Total
($)(a)(b) (1)(7)( c ) (2)(f) (4)(6)(i)(j)Michel Bouchard
President and CEO and director (3)2006
(7 month-period)-$257,276$257,2762007---Vincent Jourdain
Exploration
Vice-President  (5)2006
(15 days period)-$77,182$77,1822007---   (1) The Company did not pay any salary or other form of compensation directly to its executive officers. The Company does not grant bonus, does not have stock awards, non-equity incentive plan compensation and non qualified compensation earnings and consequently the columns (d) (e) (g) and (h) have been deleted from the table;   (2) This table does not include the salary earned by Mr. Bouchard and Mr. Jourdain and paid to them by BBH Géo-Management Inc. Since BBH Géo-Management inc. is a private company in Quebec, Canada and such information cannot be publicly disclosed by this company under the law of Quebec, Canada. Also, Cadiscor Resources Inc. qualifies as a foreign private issuer under Rule 405 of Regulation C and such information is not required to be rendered public by the Autorité des marchés financiers (Quebec Securities Commission) in Quebec, Canada the principal jurisdiction of the Company;  (3) The Company paid in 2007, $238,734 to BBH Géo-Management Inc. pursuant to the services agreement for the consulting services of Mr. Bouchard acting as President of the Company;   (4) On September 11, 2006, the Company granted 1,000,000 stock options to purchase common shares at the price of $1.17 per share until September 10, 2011. The fair value of securities underlying stock options in 2006 was $0.2573 per share;  (5) The Company paid in 2007, $162,050 to BBH Géo-Management Inc. pursuant to the services agreement for the consulting services of Mr. Jourdain acting as the Vice-President of Exploration;  (6) Mr. Jourdain became Vice-President, Exploration on December 11, 2006 and received 300,000 incentive stock options with an exercise of $1.17 per share until December 10, 2012. The fair value of securities underlying stock options in 2006 was $0.2573 per share;   (7) The Company does not have a long-term incentive plan (LTIP).   - 40 -  Outstanding Equity Awards at Fiscal Year-End  NameNumber of securities underlying unexercised options (#) exercisableNumber of securities underlying unexercised options  (#)
Non exercisableEquity incentive plan awards: Number of securities underlying unexercised unearned options (#)Option exercise price ($)Option Expiration DateMichel Bouchard1,000,0000N/A$1.172011-09-10Vincent Jourdain300,0000N/A$1.172011-12-10  (1) The Company grants only Option awards and does not grant any Stock awards so columns (g) (h) (i) and (j) have been deleted from the table.  Directors Compensation  NameFees earned or paid in cash ($)Stock awards
($)Option awards
($)Incentive plan compensation
($)Compensation earnings
($)All other compensation
($)Total
($)(a)(b) (1)( c )(d) (2)(e)(f)(g)(h)Jean-Charles Potvin$1,778$0.00$1,778Richard Jacques$3,952$0.00$3,952René Branchaud$889$18,017$18,906Jean-Pierre Lachance$1,580$0.00$1,580Guy Hébert$0.00$0.00$0.00Guylaine Daigle$2,173$18,017$20,190  (1) The Company did not pay any salary or other form of compensation directly to its executive officers other than the fees for their presences to the Board of directors meetings and Audit Committee Meetings as disclosed in Part III Financial Statements.  (2) During the year ending December 31, 2007, the Company granted stock options to two new directors: (1) 60,000 stock options to Mrs. Guylaine Daigle on March 26, 2007 at the exercise price of $0.98 per share until March 25, 2012; and (2) 60,000 stock options to Mr. René Branchaud on June 19, 2007 at the exercise price of $0.98 per share until June 18, 2012.   - 41 - Liability Insurance  The Company has an insurance policy that provides directors and officers liability coverage of $1,976,200 per event. The Company paid an annual premium of $9,881 for the policy during the financial year.  Termination of Employment, Change in Responsibilities and Employment Contract  There are no employment contracts between the Company and its executive officers, nor is there any compensatory mechanism that may triggered in be the event of a change of control of the Company or a change in executive officers responsibilities pursuant to a resignation, retirement or any other termination of employment with the Company.  Directors Fees  The directors that are not executive officers receive fees of $395 ($197 if the attendance is by way of a conference call) for each board meeting to which they attend.  Also, the members of the Audit Committee receive fees of $592 ($296 if the attendance is by way of a conference call) for each meeting of the Audit Committee to which they attend. Directors fees totalled $10,375 for the year ended December 31, 2007. Aside from stock options granted under the stock option plan, directors do not receive any other fee or benefit from the Company.  Loans to Director and Officers  As of March 10, 2008, no director, nominee as director or officer or anyone associated with them owed any amount to the Company  Stock Option Plan and Option Grants  The Company has a stock option plan for its executive officers, directors and consultants. A maximum of 10% of the issued and outstanding common shares are reserved for issuance under the plan. The maximum number of options that can be granted to any participant cannot exceed 5% of the issued and outstanding shares of the capital stock. The exercise price of the options granted may not be less than the discounted market price of the common shares on the TSX Venture Exchange at the time the options are granted. The options granted are valid for a period established by the Board of Directors, not to exceed ten years from the date the options are granted. The Company has no stock appreciation rights (SAR) plan. During the financial year ended December 31, 2007, the Company did not grant any additional stock options to its executive officers under the terms of the stock option plan, as described in the following table:  NameSecurities under optionPercentage of total options granted to key employees and consultants in the financial yearExercise priceMarket value of the securities under option on the eve of the awardExpiryMichel Bouchard--NIlNIL-Vincent Jourdain--%NILNIL-  The following table shows the options exercised during the financial year by executive officers and the year-end value of unexercised options at December 31, 2007:      - 42 -  NameShares acquired on exercise of options
(#)Aggregate value realized ($) (1)Unexercised options at year-end
-------- // --------

Exercisable /
non-exercisableValue of unexercised in-the-money options at year-end
-------- // --------

Exercisable / non-exercisableMichel Bouchard0$0.001,000,000
----//----
1,000,000 / N.A.$0.00
_______//______
1,000,000 / N.A.Vincent Jourdain0$0.00300,000
_______//______
300,000 / N.A.$0.00
______//_____
300,000 / N.A. (1) Whenever an option is exercised, the aggregate value realized is the difference between the market value on the date of the exercise of the option and the exercise price, multiplied by the number of shares.  (b) Stock options granted during the last financial year  During the year ended December 31, 2007, 120,000 options were granted to two new directors with a grant of 60,000 options each and 21,000 options that had been granted but not exercised were annulled 90 days after the end of services rendered by the administrative secretary of Mr. Bouchard on September 28, 2007 and 60,000 options were also annulled on November 8, 2007 or one year after the decease of Mrs. Francine Bélanger who was a director according to the delays foreseen in the stock options plan.  For further details concerning the stock options granted during the last fiscal year please refer to ITEM 5 (h) and NOTE 7 OF FINANCIAL STATEMENTS.  Item 11 Security Ownership of Certain Beneficial Owners and Management Related Stockholder Matters.       (a) Security ownership of certain beneficial owners  The Company is a publicly traded Canadian corporation, the shares of which are owned by Canadian residents, U.S. residents and other countries residents. The Company is not owned or controlled, directly or indirectly by any foreign government or any other companies. Ownership is based on information furnished to the Company by its Transfer Agent, Computershare Company of Canada. As of March 10, 2008, following the private placement of February 29, 2008, the Company  knows of only one corporative person other than CDS & Co who detains as broker the majority of accounts for shareholders in Canada, owning more than 5% of any class of the small business issuers voting securities.  Title of className and address of beneficial ownerAmount and nature of beneficial ownership at March 10, 2008Percentage of classCommon shares, stock options and controlled shares and warrants to purchase sharesGoodman &Company, Investment Counsel Ltd on behalf of one or more of the mutual funds or other client accounts managed by it.
One Adelaide Street East, 29th Floor, Toronto, Ontario
Canada M5C 2V97,054,545 common shares
2,727,273 purchase warrants10.07% interest on an undiluted basis, or assuming the conversion of the purchase warrants into common shares, an approximate 23.43% interest on a partially diluted basis as at February 29, 2008    - 43- (b) Security ownership of management  The following table sets forth the names and addresses of each of the directors and officers of the Company, their principal occupations and their respective date of commencement of their term with the Company. All directors and officers hold office until the next Annual General Meeting of Shareholders of the Company or until a successor is appointed.  1234Title of className and Position with the CompanyNumber of Common Shares of the Company Beneficially Owned or Directly/Indirectly Controlled  (6)Percentage of Issued Share Capital  (1)Common shares and stock options to purchase common shareMichel Bouchard
Québec, Québec 
President and DirectorJune 1, 2006123,500 common shares / 1,000,000 stock options (5)2.90%Common shares and stock options to purchase common share.Guy Hébert(3)
Boucherville, Quebec, Canada 
Chairman of the Board and Director, April 1, 20061,126,966 common shares / 60,000 stock options (5)3.00%Common shares and stock options to purchase common shareVincent Jourdain
Val DOr, Québec, Canada,
Officer, Exploration Vice-President December 11, 20060 common share /
300,000 stock options0.80%Common shares and stock options to purchase common shareJean-Pierre Lachance,
St-Hubert, Québec, Canada
Director  April 1, 200671,243 common shares / 60,000 stock options (5)0.30%Common shares and stock options to purchase common shareJean-Charles Potvin
Toronto, Ontario, Canada 
DirectorJune 23, 20060 common shares /
60,000 stock options (5)0.20%Common shares and stock options to purchase common shareRichard Jacques(2)F.C.A.
Bromont, Québec, Canada 
Director June 23, 2006r50,000 common shares/ 60,000 stock options (5)0.30%Common shares and stock options to purchase common shareGuylaine Daigle,(2) C.A. Val-DOr, Québec, Director, February, 19, 20072,500 common shares /
60,000 stock options (5)0.20%Common shares and stock options to purchase common shareRené Branchaud (2)
Montreal, Québec H4A 3B210,000 common shares /
60,000 stock options (5)0.20%Common shares and stock options to purchase common sharePauline Comtois,c.g.a, person performing functions similar to a Chief Financial Officer and Treasurer, Boucherville, Québec7,007 common shares /
30,000 stock options0.10%TOTAL1,391,216 common shares / 1,690,000 stock options to purchase common share7.90% (4)   - 44 -  (1) Information relating to the Shares over which control or direction is exercised was provided by the nominees as of March 10, 2008 and the percentages are based on a number of 39,029,545 common shares outstanding and in circulation and assuming that the stock options could eventually be exercised;   (2) Member of the Audit Committee;  (3) Includes a total of 59,880 shares and 60,000 stock options held directly by Guy Hébert and 1,067,086 shares and held by one company controlled by Mr. Hébert;   (4) The directors, officers and other members of management of the Company, as a group beneficially own, directly or indirectly, common shares and stock options not yet in the money of the Company, representing 7.90% of the total issued and outstanding securities of the Company as of March 10, 2008;  (5) Of the number of common shares mentioned in Column 4 of the preceding table, the directors owned each a number of stock options with right to exercise within 60 days as follows: Mr. Bouchard, 1,000,000; Mr. Lachance, 60,000; Mr. Hébert, 60,000 Mr. Jacques, 60,000, Mr. Potvin, 60,000, Mrs .Daigle, 60,000 and Mr. Branchaud, 60,000;  (6) As of March 10, 2008, no options were yet exercised.  (c) Changes in control  The Company does not anticipate at this time any changes in control of the Company.  Item 12 Certain Relationships and Related Transactions.  a) Related parties transactions  The Company has incurred fees and administrative expenses totalling $312,000 and management fees of $300,000, consulting and subcontractor fees of $277,000 and share issue costs of $22,000 under the BBH Management Agreement. The BBH Agreement has a term of one year. Guy Hébert, a director of the Company is the sole director and Executive Officer of BBH Géo-Management Inc. Company management believes that the payments made to BBH Géo-Management Inc. under the BBH Management Agreement are equivalent to the payments that would be made by the Company to an unrelated company.  BBH Géo-Management Inc. provides the following services to the Company under the BBH Management Agreement:  1. Fixed fees of $2,000 Cnd per month for the rent of offices and office equipment. 2. Secretarial personnel 3. Management, accounting and legal services 4. Geological consultants 5. Public relations with investors and regulatory or governmental organism. 6. Research of financing.  The Company acquired from Strateco Resources Inc. the Discovery and Montbray properties for an amount of $3,425,172 and has been a wholly owned subsidiary of Strateco Resources Inc. until August 17, 2006. As at December 31, 2007, two directors of Strateco Resources Inc. are also Directors of the Company but the Company is now independent financially, as to operations, exploration works and management from Strateco Resources Inc.    - 45 -   (b) Transactions with Promoters  The Companys common stock at its time of incorporation on March 6, 2006 was entirely owned by Strateco Resources Inc. As described above and in Form 10 SB/A3, Part I, ITEM-DESCRIPTION OF BUSINESS (a) Business development of the Registration Statement, the Company acquired all of its assets in connection with the spin-off of Stratecos gold mining operations to Cadiscor.  These assets included the Discovery and Montbray properties formerly held by Strateco in consideration for:  i) 20,000,000 common shares of Cadiscor issued to Strateco at $0.16 per share for a total consideration of $3,200,172;  ii) Assumption by Cadiscor of the balance of the purchase price pursuant to the terms of the the GéoNova Agreement; and  iii) Reduction of the stated capital of Strateco in the amount of $3,200,172, payable through a pro-rata distribution to Strateco shareholders of the 20,000,000 common shares of Cadiscor held by Strateco.  There was no valuation report prepared by Petrie Raymond other than taking the book value of the properties Discovery and Montbray in the books of Strateco Resources Inc.(Strateco) Montbray had no value since it had been written off by Strateco in 2003.  The value of Discovery Property was fully explained in section Managements Discussion and Analysis and in Exhibits 6.2 and 6.4of Form 10/SB/A3.  (c) Conflict of interests  Whenever a director holds functions in another public mining companies or  private companies or whenever a director detains important assets in other public mining companies or private companies, there may exist a situation of conflict of interests between the interest of the Company and this directors own interests. This conflict of interest may appears at the time of negotiation of an agreement or at the time to conclude the mode or scope related to a joint venture with this public mining company or private company. In that case, at the Board of Directors meeting, the director will state on the record that he is in conflict of interests and that director will abstain from discussing and voting on that subject matter.  Joint ventures in acquiring and exploring and mining natural resources are frequent in the Companys industry. According to the laws regarding companies in Quebec, Canada, a director of the Company must act honestly, in good faith and in the fundamental interests of the Company.  As of November 6, 2006, a Code of Ethics has been adopted by the directors and officers of the Company that is posted on the web site of the Company at www.cadiscor.com  that provides for any person that believes that a director or officer does not act in good faith or in the interests of the Company to file a complaint with the Board of Director.  Exhibits, Financial Statement Schedules and Reports on Form 8-K.  a) Exhibits  31.Certifications 32.Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.    - 46 - b) Reports on Form 8-K.  On January 4, 2007, the Company filed a Form 8K regarding the change of fiscal year closing from March 31 to December 31.  Item 14. Changes in Registrants Certifying Accountant  PETRIE RAYMOND LLP, chartered accountants, from their Montreal office, Quebec, are the Companys auditorssince April 1, 2006and there has not been any changes in and disagreements with auditors on accounting and financial disclosure.  a) Audit Fees  Fees for services related to the audit of the audited financial statements dated December 31,  2006PETRIE RAYMOND LLP$4,000Annual Reports 2006PETRIE RAYMOND LLP$15,000Review of quarterly reports at March 31, June 30 and September 30, 2007PETRIE RAYMOND LLP*$13,000Annual Reports 2007PETRIE RAYMOND LLP*$25,000 * Estimated fees  b) Audit-Related Fees  None  c) Tax Fees  Aggregate fees billed for tax compliance, tax advice and tax planning in the last fiscal years for professional services rendered by the principal accountants are as follows:  Year ending at December 31, 2006: $2,000. Tax forms for mining rights at December 31, 2006: $2,500. Year ending at December 31, 2007: $2,000.  d) All other Fees  Accounting organization of the new Company: $13,000 in 2006. U.S. GAAP reconciliation assistance to find a firm in the U.S.: $1,500 in 2007.  e) Audit committees pre approval policies and procedures  The Company engages the accountant, to render audit services, once the Companys audit committee has approved the engagement.  With respect to the provision of services other than audit, review or attest services, the pre-approval by the audit committee is waived if the aggregate amount of all such services provided constitutes no more than five percent of the total amount of revenues paid by the Company to its accountant during the fiscal year in which the services areprovided. Such servicesare promptly brought to the attention of the Companys audit committee and approved prior to the completion of the audit by the audit committee or by one or more members of the audit committee who are    - 47 -   members of the board of directors to whom authority to grant such approval has been delegated by the audit committee.  SIGNATURE  In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.  CADISCOR RESOURCES INC.  Dated: March 25, 2008   /s/ Michel Bouchard  _________________________________ Name: Michel Bouchard Title: President and Chief Executive Officer      - 48 -              Financial Statements of  CADISCOR RESOURCES INC., an exploration stage company  For the year ended December 31, 2007 and December 31, 2006   - 49 -  CADISCOR RESOURCES INC., an exploration stage company  Managements Responsibility for Financial Reporting   Management is responsible for the financial statements of Cadiscor Resources Inc. and the financial information contained in this report. The financial statements are prepared by management in accordance with generally accepted accounting principles in Canada and necessarily include amounts based on best estimates and judgments of management.  Management maintains a system of internal control to provide reasonable assurance that assets are safeguarded from any loss or unauthorized use and that financial information is reliable and available in a timely manner.  Primarily through its Audit Committee, the Board of Directors oversees managements responsibility with regard to presentation of the information, and reviews and approves the financial statements.  The Board of Directors appoints the Audit Committee. Its three members are external directors. The committee meets from time to time with management as well as the external auditors to discuss matters related to internal controls, audit results, accounting principles and related subjects.  Petrie Raymond LLP, chartered accountants, an independent chartered accounting firm, was appointed to audit the Companys financial statements and issue an opinion on them.  On the recommendation of the audit committee, the Board of Directors has approved the Companys financial statements for the years ended December 31, 2007 and 2006.    (Signed) Michel Bouchard(Signed) Pauline Comtois______________________________________Michel Bouchard,Pauline Comtois,President and Chief Executive OfficerTreasurer   Boucherville, Canada     March 25, 2008  - 50 -  CADISCOR RESOURCES INC., an exploration stage company  [form10ksb31120726mars2008004.jpg] AUDITORS REPORT  To the Directors of Cadiscor Resources Inc.: We have audited the accompanying balance sheets of Cadiscor Resources Inc. as at December 31, 2007 and December 31, 2006 and the related statements of deferred expenditures, earnings and 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 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.  We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2007 and December 31, 2006 and the results of its operations and its cash flows for the years then ended in accordance with Canadian generally accepted accounting principles. Canadian generally accepted accounting principles vary in certain respects from the accounting principles generally accepted in the United States of America. [form10ksb31120726mars2008006.gif] Limited Liability Partnership Chartered Accountants  Montréal, Canada Date: February 29, 2008   - 51 - CADISCOR RESOURCES INC., an exploration stage company BALANCE SHEETS DECEMBER 31, 2007 AND 2006  (in Canadian dollars)  20072006restatedASSETSCURRENT ASSETSCash and short-term investments (Note 3)$2,826,722$4,177,193Accounts receivable-20,000Tax credits for duties and other exploration-related credits receivable1,435,000-Sales tax recoverable166,191186,065Prepaid expenses23,98520,9334,451,8984,404,191MINING PROPERTIES (Note 4)5,802,0054,700,172DEFERRED EXPENDITURES (Note 5)3,454,1431,221,707FIXED ASSETS, at cost less accumulated depreciation25,661-$13,733,707$10,326,070LIABILITIESCURRENT LIABILITIESAccounts payable and accrued charges (Note 12)$474,630$482,081FUTURE INCOME TAXES (Note 13)2,079,9002,076,200SHAREHOLDERS EQUITYCapital stock (Note 6)12,408,4478,632,492Contributed surplus (Note 9)741,115611,111Deficit(1,970,385)(1,475,814)11,179,1777,767,789$13,733,707$10,326,070  See notes to financial statements.  ON BEHALF OF THE BOARD /s/ Michel Bouchard /s/ Richard Jacques ____________________________________ Michel Bouchard, Director Richard Jacques, Director   - 52 - CADISCOR RESOURCES INC., an exploration stage company STATEMENTS OF DEFERRED EXPENDITURES YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)  2007
(12 months)2006
(9 months)EXPLORATION EXPENSESConsultants and subcontractors$286,086$49,518Labour484,917175,800Drilling2,172,265808,932Geophysics and geochemistry127,0226,420Laboratory and assaying108,41816,739Management fees311,83999,039Travel and lodging85,36826,153Supplies and equipment rental66,64033,002General exploration expenses23,9756,104Depreciation on fixed assets906-3,667,4361,221,707Credit for duties and other exploration-related credits(1,435,000)-NET INCREASE IN DEFERRED EXPENDITURES2,232,4361,221,707BALANCE, BEGINNING OF PERIOD1,221,707-BALANCE, END OF PERIOD$3,454,143$1,221,707 See notes to financial statements.  - 53 - CADISCOR RESOURCES INC., an exploration stage company STATEMENTS OF EARNINGS AND DEFICIT YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)  2007
(12 months)2006
(9 months)INCOMErestatedInterest$122,000$77,175Gain on sale of a mining duty-20,000122,00097,175GENERAL AND ADMINISTRATIVE EXPENSESProfessional fees127,26176,104Legal and audit fees112,20265,800Stock-based compensation42,844508,239Directors fees10,5003,800Shareholders communications36,93021,935Investors relations392,579103,679Listing and registrar fees43,77947,579Travel27,63515,603Rent24,00014,000Insurance27,4047,393Office25,2478,474Part XII.6 tax55,891-Taxes and permits882883Interest and bank charges917200928,071873,689LOSS BEFORE INCOME TAXES806,071776,514FUTURE INCOME TAXES BENEFIT (Note 13)(311,500)(98,300)NET LOSS494,571678,214DEFICIT, BEGINNING OF YEAR (Note 8)1,475,814-RELATED-PARTY TRANSACTIONS (Note 12)-797,600DEFICIT, END OF YEAR$1,970,385$1,475,814NET LOSS PER SHARE, BASIC AND DILUTED$0.02$0.03WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUSTANDING
(in thousands)29,58427,599  See notes to financial statements.    - 54 - CADISCOR RESOURCES INC., an exploration stage company STATEMENTS OF CASH FLOWS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)  2007
(12 months)2006
(9 months)restatedCASH FLOW FROM (USED IN) OPERATING ACTIVITIES:Net loss$(494,571)$(678,214)Non-cash itemsGain on sale of a mining duty-(20,000)Stock-based compensation42,844508,239Future income tax benefit(311,500)(98,300)Changes in non-cash working capital items:Accounts receivable20,000-Sales taxes recoverable19,874(186,065)Prepaid expenses(3,052)(20,933)Accounts payable and accrued charges(43,546)139,937(769,951)(355,336)CASH FLOW USED IN INVESTING ACTIVITIES:Acquisition of fixed assets(26,567)-Acquisition of mining properties(323,333)(500,000)Increase in deferred expenditures(3,630,435)(879,563)(3,980,335)(1,379,563)CASH FLOW FROM (USED IN) FINANCING ACTIVITIES:Common share issuance3,800,7006,599,000Common share issue costs(400,885)(686,908)3,399,8155,912,092Net increase (decrease) in cash and cash equivalents(1,350,471)4,177,193CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR$4,177,193$-CASH AND CASH EQUIVALENTS, END OF YEAR$2,826,722$4,177,193   Additional information related to cash flowsNon-cash items related to operating, financing and investing activities:Cost of future income taxes credited to common share issue costs$315,200$1,376,900Acquisition of mining properties in exchange for common shares$778,500$4,200,172Deferred expenditures financed through increases in accounts payable$378,239$342,144Common share issue costs paid for through the issuance of warrants$87,160$102,872Depreciation on fixed assets included in deferred expenditures$906$- See notes to financial statements.  - 55 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   1. INCORPORATION AND NATURE OF OPERATIONS  The Company was incorporated under the Canadian Business Corporations Act on March 6, 2006, and is engaged in the exploration of properties.  Recovery of amounts indicated under mining properties and the related deferred expenditures are subject to the discovery of economically recoverable reserves, the Companys ability to obtain the financing required to complete development and profitable future production or the proceeds from the sale of such assets. At December 31, 2007, management determined the net accounting value of mining properties to be the best estimate of their net recoverable value. This value may nonetheless be reduced in the future.  2. SIGNIFICANT ACCOUNTING POLICIES  NEW ACCOUNTING STANDARDS  Changes in accounting policy  financial instruments The Canadian Institute of Chartered Accountants has issued new accounting standards for financial instruments: a) Section 1530 "Comprehensive Income", which introduces a new requirement regarding the temporary exclusion of certain types of gains and losses from net income; b) Section 3855 "Financial Instruments  Recognition and Measurement", which prescribes when an entity must recognize a financial asset or liability or a non-financial derivative instrument on its balance sheet and whether such recognition of the amount must be based on the fair value or the cost, and also specifies how to present the gains and losses on financial instruments; c) Section 3865 "Hedges, which describes when and how hedge accounting may be used. The Company adopted these new recommendations on January 1, 2007, and now presents its financial assets and liabilities as financial instruments held for sale and recognizes them at fair value, which corresponds to their cost given their short term. Adoption of these new standards did not have an impact on the Companys financial statements.  New accounting requirements As of January 1, 2008, the Company will have to comply with the following new standards: a) Section 1535, Capital Disclosures, which requires that an entity provide information about the objectives, policies and processes used by the entity to manage its capital; b) Sections 3862, Financial Instruments  Disclosures and 3863, Financial Instruments  Presentation, which replace Section 3861, Financial Instruments  Disclosure and Presentation and assign greater importance to the disclosure of information on the risks associated with recognized and unrecognized financial instruments and the way such risks are managed. These new requirements only affect information to be disclosed and will not have any financial impact on the Companys financial statements.  CASH AND CASH EQUIVALENTS  The Company considers cash and short-term investments maturing within three months of their acquisition date as cash and cash equivalents.  - 56 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   2. SIGNIFICANT ACCOUNTING POLICIES (Contd)  MINING PROPERTIES AND DEFERRED EXPENDITURES  Mining properties are recorded at cost and exploration expenses are deferred, these expenses are decrease of government assistance received.  The moment a decision to go into production is taken, the deposit cost of the registered mining properties and deferred exploration expenses are transferred to fixed assets; they are amortized on a production unit base for the period and probable and proven ore resources. However, when a project is abandoned, the corresponding costs are charged against earnings.  CREDIT ON DUTIES REFUNDABLE FOR LOSSES AND REFUNDABLE TAX CREDIT RELATED TO RESOURCES  The Company is eligible for a refundable credit on duties under the Quebec Mining Duties Act. This refundable credit on duties is equal to 12% of expenses incurred for mining activities in Quebec and is recognized as a credit under deferred expenditures.  The Company is also eligible for a refundable tax credit related to resources for mining industry companies in relation to eligible expenses incurred. The refundable tax credit for resources represents up to 35 % of the amount of eligible expenses incurred. This tax credit is recognized as a credit under deferred-expenditures.  FIXED ASSETS  Fixed assets are depreciated using the straight-line method over five years.  CAPITAL STOCK  Shares issued in consideration of non-monetary items are generally recorded at the market value of the shares over a reasonable period preceding and following the announcement of the agreement regarding their issuance.  Share issue costs and future income taxes arising from the variance between the carrying value and the fiscal value of exploration expenses are including in share capital as a credit.  STOCK-BASED COMPENSATION AND OTHER STOCK-BASED PAYMENTS  The Company recognizes options granted under the stock option plan as well as warrants granted to brokers pursuant to some financings using the fair value method. Options granted to non-employees and broker warrants are recorded based on fair value determined using the Black-Scholes option-pricing model.  When options or warrants are granted to brokers, the remuneration expense is charged to the activity in question and the counterpart to contributed surplus.  Any counterpart paid by the participants when broker options or warrants are exercised, as well as any contributed surplus created when broker options or warrants are granted, are credited to capital stock.      - 57 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   2. SIGNIFICANT ACCOUNTING POLICIES (Contd)  INCOME TAXES The Company records its income taxes using the balance sheet method. Future income tax assets and liabilities are recognized to take into account the impact on income taxes of variances between the carrying value of certain assets and liabilities shown on the balance sheet and their respective fiscal values. A valuation allowance is recorded as required to reflect an income tax asset that is more likely to be realized than not. The impact of any changes in income tax rates is recognized in the year in which the rates change.  NET LOSS PER SHARE The basic and diluted net loss per share is calculated based on the weighted-average number of common shares outstanding during the year.  USE OF ESTIMATES The preparation of financial statements in accordance with generally recognized accounting principles requires management to make estimates and assumptions that affect the assets and liabilities reported, amounts related to revenue and expenses, recoverable values for mining property and deferred exploration expenses, environmental liability provisions and the presentation of future liabilities. Actual results could differ from these estimates.  3. CASH AND CASH EQUIVALENTS 20072006Cash$822,402$271,345Term deposits, rate of 4.38% (rate of 4.21% in 2006)2,004,3203,905,848$2,826,722$4,177,193  Pursuant to an initial flow-through financing dated August 17, 2006, the Company undertook to incur $4,300,000 in exploration expenses on its properties before December 31, 2007. The total amount had been incurred as at December 31, 2007.  A second flow-through financing of $1,000,000 took place on October 30, 2007, pursuant to which the Company undertook to incur this amount of exploration expenses before December 31, 2008. A total of $295,259 had been incurred as at December 31, 2007.  4. MINING PROPERTIES  Interest20072006Discovery and Montbray100%$4,700,172$4,700,172Sleeping Giant Mine100%820,094-Flordin100%210,000-Cameron Shear50%68,500-Florence100%3,239-$5,802,005$4,700,172 Certain properties are subject to commitments mentioned in Note 10.   - 58 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   5. DEFERRED EXPENDITURES  Exploration expenses & balance at December 31, 20062007 exploration
expensesReductionBalance at
December 31, 2007Mining properties:Discovery$1,217,020$3,107,182$(1,277,000)$3,047,202Montbray1,406586-1,992Sleeping Giant Mine-261,897(35,000)226,897Flordin-138,964(57,000)81,964Cameron Shear3,281157,188(66,000)94,469Florence-1,619-1,619$1,221,707$3,667,436$(1,435,000)$3,454,143  6. CAPITAL STOCK  AUTHORIZED An unlimited number of common shares without par value  An unlimited number of preferred shares without par value issuable in series with rights, privileges, restrictions and conditions to be determined by the board of directors  December 31, 2007December 31, 2006Common sharesAmountCommon sharesAmountISSUED AND FULLY PAIDBalance, beginning of year27,599,000$8,632,492-$-In consideration of mining properties975,000778,50021,000,0004,200,172In cashFlow-through financings1,000,0001,000,0004,300,0004,300,000Private placements4,001,0002,800,700--Other--2,299,0002,299,000Issue costsProfessional fees-(400,885)-(686,908)Warrants grant-(87,160)-(102,872)Future income taxes-(315,200)-(1,376,900)Balance, end of year33,575,000$12,408,44727,599,000$8,632,492   - 59 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   6. CAPITAL STOCK (Contd)  WARRANTS  At December 31, 2007, 5,062,030 warrants (1,611,430 in 2006) were outstanding.  Each warrant entitled the owner to subscribe to one share of the Company.  The warrant variations are shown in the following table:  20072006NumberWeighted average strike priceNumberWeighted average
strike priceBalance, beginning of year1,611,430$1.18--Granted3,450,600$0.851,611,430$1.18Balance, end of year5,062,030$0.911,611,430$1.18  The strike price and the maturity are the following:  Strike PriceNumberMaturity$1.00461,930February 17, 2008$1.251,149,500February 17, 2008$0.70400,100February 10, 2009$0.952,000,500February 10, 2009$1.001,000,000April 14, 2009$1.0050,000June 26, 20095,062,030  Cadiscor issued 4,001,000 units pursuant to a private placement dated August 10, 2007. Each unit consists of one common share of Cadiscor and one half of one warrant. Each full warrant entitles the holder to purchase one Cadiscor common share at a price of $0.95 before February 10, 2009.  Pursuant to the private placement dated August 10, 2007, Cadiscor granted the broker, Becher McMahon Capital Market, 50,000 compensation options. Each compensation option entitles the holder to purchase one share of the Company at $1.00 until June 29, 2009. The fair value of each option granted was determined using the Black-Scholes option-pricing model. On the grant date, the weighted average fair value of the options granted was $0.1060 per option.  During the year ended December 31, 2007, the Company granted 400,100 compensation options to Becher McMahon Capital Markets, who acted as the broker for a private placement. Each compensation option entitles the holder to purchase one share of the Company at $0.70 until February 10, 2009. The fair value of each option granted was determined using the Black-Scholes option-pricing model. On the grant date, the weighted average fair value of the options granted was $0.2046 per option.   - 60 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   6. CAPITAL STOCK (Contd)  The following weighted-average assumptions were used in the calculations:  Risk-free interest rate2.75%Weighted average expected life18 monthsExpected volatility80%Expected dividend yield0.0%  An amount of $87,160 was recognized in the share issue costs and credited to contributed surplus ($102,872 in 2006).  7. STOCK OPTION PLAN  The Company has a stock option plan for its officers, directors, key employees and consultants. A total of 2,759,900 common shares are reserved for issuance under the plan. The maximum number of options that can be granted to any participant may not exceed 10% of the issued and outstanding shares of the capital stock. The strike price of the options granted may not be less than the discounted market price of the shares on the TSX Venture Exchange at the time of the grant. The options granted are valid for a period established by the board of directors, not to exceed ten years from the date the options are granted.  Stock options variations are shown in the following table: 20072006NumberWeighted-average strike priceNumberWeighted-average strike priceBalance, beginning of year2,301,980$0.93--Granted141,000$1.002,301,980$0.93Cancelled(81,000)$1.00--Balance, end of year2,361,980$0.932,301,980$0.93  Stock options outstanding and exercisable as at December 31, 2007 are shown in the following table:  Options outstandingOptions exercisableWeighted-averageNumberAverage remainingWeighted-averageNumberstrike priceLifespan (years)strike price$0.70551,9800.39$0.70413,985$1.001,810,0002.80$1.001,810,000$0.932,361,980$0.942,223,985  During the year ended December 31, 2007, the Company granted 141,000 stock options to management companys employees, officers and directors (2,301,980 stock options in 2006, including 1,750,000 to officers and directors and 551,980 to consultants).    - 61 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)     7. STOCK OPTION PLAN (Contd)  The fair value of each option granted was determined using the Black-Scholes option-pricing model. At the date of the grant, the weighted-average fair value of the stock options granted was $0.3039 per option.  The following weighted-average assumptions were used in the calculations:  Risk-free interest rate3.1 %Weighted average expected life3 yrsExpected volatility58 %Expected dividend yield0.0%  An amount of $42,844 ($508,239 in 2006) was recognized in earnings and credited to contributed surplus.  8. RESTATEMENT OF PRIOR YEARS RESULTS  A provincial tax rate of 8.11% rather than 9.9% was used to calculate future income taxes for the year ended December 31, 2006. The financial statements for that year and the balance of deficit on January 1st, 2007 were restated to correct the error. The restatement of the financial statements consisted of the following:   Increase in the future income tax benefit $5,500 Decrease in the net loss $5,500  (Increase) in the future income tax expense arising from a related-party transaction charged to the deficit $(44,600)  (Increase) of deficit on January 1st, 2007 $(39,100)  (Increase) in the future income tax expense included in share issue costs $(77,000)  (Increase) in the future income tax liability $(116,100) (Decrease) in shareholders equity $(116,100)   - 62 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   9. CONTRIBUTED SURPLUS  20072006Balance, beginning of year$611,111$       -Attributions- Warrants (note 6)87,160$102,872- Stock options (note 7)42,844$508,239Balance, end of year$741,115$611,111  10. COMMITMENTS AND CONTINGENCIES  MINING PROPERTIES  Cameron Shear January 15, 2007, Cadiscor issued to Canadian Royalties Inc. 75,000 common shares at a price of $0.78 per share and undertook to spend a total of $1,000,000 on exploration over five years and to pay Canadian Royalties Inc. $10,000 annually for five years to acquire 50% undivided interest of the gold property Cameron Shear.  Flordin On July 9, 2007, the Company signed a purchase agreement with IAMGOLD-Quebec Management inc. (IAMGOLD) to acquire a 100% interest in the Flordin property. In consideration, the Company issued 300,000 common shares to IAMGOLD and granted a 1% NSR royalty on any commercial production from the property. The Company has the right to buy back the 1% NSR royalty at any time for US $1,000,000.  Sleeping Giant Mine Pursuant to an agreement dated December 11, 2007 with IAMGOLD-Quebec Management inc.(IAMGOLD), the Company has the right to acquire a 100% interest in the Sleeping Giant Mine and related surface facilities, including a mill (the Mine). As consideration, Cadiscor made a cash payment of $300,000 and issued 600,000 common shares to IAMGOLD. Cadiscor also issued 1,000,000 warrants to IAMGOLD, each warrant entitling IAMGOLD to purchase one common share of Cadiscor at a price of $1.00 until April 14, 2009.  The option grants Cadiscor the right to take possession of the Mine at the end of production from current reserves and in any event not later than April 1, 2009.  The main terms of the option are the following:  1. On the earlier of (i) April 1, 2009 and (ii) the date of completion of mining and processing of the current reserves of the Mine, Cadiscor will take possession of the Mine by paying IAMGOLD $5,000,000, payable, at Cadiscors sole discretion, either in cash or by the issuance of the relevant number of common shares of Cadiscor at a price equivalent to the volume-weighted average price of the previous 20 trading days, less the maximum allowable discount permitted by the TSX Venture Exchange.       - 63 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   10. COMMITMENTS AND CONTINGENCIES (Contd)  2. Once Cadiscor has acquired the Mine and milled a total of 300,000 tons of ore from any source at the milling facilities, Cadiscor will pay IAMGOLD $1,000,000, payable at Cadiscors sole discretion either in cash or by the issuance of the relevant number of common shares of Cadiscor at a price equivalent to the volume-weighted average price of the previous 20 trading days, less a discount of 5%.  3. Once it has acquired the Mine, Cadiscor will undertake to grant IAMGOLD the following royalties: (a) a 1% NSR royalty on future gold production from the property, with Cadiscor having the right to buy back such royalty for an amount of $1,000,000 at any time; and (b) a 1.5% NSR royalty on any future base metal production from the property, it being understood that such royalty will only be granted if there exists a measured and indicated resource of more than 5,000,000 tonnes on the property, as established by an independent NI 43-101-compliant report.  SERVICES AGREEMENT The Company has signed a services agreement, which is expiring June 30, 2008 with BBH Géo-Management Inc. (hereinafter called BBH), a related company (Note 12). The agreement provides for BBH to manage the exploration to be carried out by the Company. BBH charges the Company the expenses and costs for services that include the following:  Use of BBHs offices and equipment (for a monthly fee of $2,000); Carrying-out of exploration (including an administration fee of 10% of the exploration expenses); Management, administration, accounting and legal services; Consulting services, including in the area of geology; Relations with investors and the regulatory authorities; and Assistance in securing financing.  The fees to be paid to BBH are equivalent to the compensation that the Company would otherwise pay to an unrelated third party.  ENVIRONMENT The Company is subject to laws regarding environmental protection. However, the environmental impact of its operations is difficult to assess. To the best knowledge of its officers, the Company is in compliance with the applicable laws and regulations. The Company has not provided for any site rehabilitation allowance.  11. FAIR VALUE OF FINANCIAL INSTRUMENTS  The fair value of short-term financial instruments approximates their carrying value due to their relatively short term and normal commercial conditions.  12. RELATED-PARTY TRANSACTIONS   On August 17, 2006 Cadiscor acquired from Strateco Resources Inc., Discovery and Montbray properties for an amount of $3,425,172.  The Company and Strateco Resources Inc. are related by the fact that they have common directors with influence on their respective board.     - 64 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   12. RELATED-PARTY TRANSACTIONS (Contd)  Future income tax charge of $797,600 from this operation was transferred to the deficit debit.  During the year ended December 31, 2007, consultant and subcontractor fees of $277,000 ($50,000 in 2006) and management fees of $300,000 ($96,000 in 2006) shown in the statement of deferred expenditures were paid to BBH., of which Guy Hébert, a director of the Company, is also an officer and director, and of which Michel Bouchard, President of the Company, is an employee.  General and administrative expenses of $312,000 ($166,000 in 2006) shown in the results and share issue costs of $22,000 ($53,000 in 2006) were paid to the same company.  At December 31, 2007, accounts payable and accrued charges included an amount of $66,000 ($92,000 in 2006) owed to the same company.  13. INCOME TAXES  The income tax allowance differs from the amount resulting from the application of the combined Canadian statutory income tax rate as follows:  2007
(12 months)2006
(9 months)restatedLoss before income taxes$(806,071)$(776,514)Combined Canadian statutory income tax rate31.52 %32.02 %Income tax benefit at the combined Canadian statutory income tax rate$(254,074)$(248,640)Future tax benefit from tax rates change(32,400)-Share issue costs(34,113)(8,982)Stock-based compensation13,504162,736Non-deductible and other expenses(4,417)(3,414)Future income tax benefit$(311,500)$(98,300)  The combined Canadian statutory income tax rate of 31.52% consists of a federal tax rate of 19.62% and a provincial rate of 11.90%. (federal tax rate of 22.12% and provincial tax rate of 9.9% in 2006)  The tax effects of temporary differences giving rise to material future income tax assets and liabilities as at December 31, 2007 are as follows:  - 65 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   13. INCOME TAXES (Contd) 20072006restatedFuture income tax asset:Net operating losses$350,200$94,700Financial expenses127,60035,900Fixed assets300-Total future income tax asset478,100130,600Future income tax liability:Mining properties and deferred expenditures$2,558,000$2,206,800Future income tax liability$2,079,900$2,076,200  At December 31, 2007, the Company had losses other than capital losses and unused share issue costs that could be deferred to later periods and used to reduce future taxable income. These losses and share issue costs expire as follows:  FederalProvincialLosses other than capital losses:2026$295,733$295,7332027$815,468$815,468Share issue costs:2008$108,225$108,2252009$108,225$108,2252010$108,225$108,2252011$80,177$80,177  14. COMPARATIVE FIGURES  Certain comparative figures have been restated to conform to the presentation of the financial statements for the year ended December 31, 2007.  15. SUBSEQUENT EVENTS On February 29, 2008, Cadiscor announced that it has closed a $3,000,000 private placement with Becher McMahon Capital Markets (Becher McMahon). Becher McMahon arranged the placement of 5,454,545 units (the Units) of Cadiscor at a price of $0.55 per Unit. Each Unit consisted of one common share of Cadiscor and half a warrant. Each full warrant entitles the holder to purchase one Cadiscor common share at a price of $0.70 for a period of 24 months following the closing date. The Unit shares and warrants will be subject to a hold period of four months and one day after the closing date.   - 66 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   15. SUBSEQUENT EVENTS (Contd)  Cadiscor paid Becher McMahon a cash commission equal to 8% of the gross proceeds of the offering. Becher McMahon also received compensation options equal to 8% of the total number of Units sold pursuant to the Offering. Each compensation option entitles Becher McMahon to purchase one Unit at the issue price for a period of 24 months following the closing date.  16. THE EFFECT OF APPLYING UNITED STATES ACCEPTED ACCOUNTING PRINCIPLES  These financial statements have been prepared in accordance with generally accepted accounting principles (GAAP) in Canada. The effect of applying United States generally accepted accounting principles (U.S. GAAP) on net earnings would be as follows:  20072006Net loss per Canadian GAAP, as reported$494,571$678,214Deferred expenditures (1)2,232,4361,221,707Deferred tax expenses (recovery) (2)(475,578)(109,195)Net loss and comprehensive income for the year,
according to U.S. GAAP$2,251,429$1,796,226Net loss per share per Canadian GAAP, as reported$0.02$0.03Effect of adjustments:Deferred expenditures (1)$0.08$0.04Deferred tax expenses (recovery) (2)0.020.00Loss per share, according to U.S. GAAP$0.08$0.07  (1) Properties and deferred expenditures are accounted for in accordance with Canadian GAAP as disclosed in note 2. Under Canadian GAAP, the propertys potential for development is sufficient to permit the capitalization of exploration expenditures incurred as property acquisition costs and deferred expenditures and the management intends to pursue the development. Under U.S. GAAP, the Companys mineral rights are accounted for as tangible assets.  The Company conducts periodic impairment testing on mining properties and mineral rights and has concluded that there is no impairment on these assets.  The Company intends to continue exploratory tests on these properties.    - 67 - CADISCOR RESOURCES INC., an exploration stage company NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2007 AND 2006  (in Canadian dollars)   16. THE EFFECT OF APPLYING UNITED STATES ACCEPTED ACCOUNTING PRINCIPLES (Contd)  (2) Under Canadian GAAP, shares issued as flow-through shares are recorded at their face value when issued. When the entity acquires assets the carrying value may exceed the tax basis as a result of the enterprise renouncing the deductions to the investors. The tax effect of the temporary difference is recorded as a share issue cost. Under US GAAP, the proceeds from issuance should be allocated between the offering of shares and the sale of tax benefits. The allocation is made based on the difference between the quoted price of the existing shares and the amount the investor pays for the shares. A liability is recognized for this difference. The liability is reversed when tax benefits are renounced and a deferred tax liability is recognized at that time. Income tax expense is the difference between the amount of the deferred tax liability and the liability recognized on issuance.  The effect of the application of the above adjustments on the balance sheet of the Company at December 31, 2007 would be to decrease deferred expenditures by $3,454,143 ($1,221,707 to $0 in 2006), decrease long-term liability by $66,383 (increase by $277,805 in 2006) and decrease shareholders equity by $3,387,760 ($1,499,512 in 2006).  The effect on cash flows would be to decrease cash flows from operating activities by $3,630,435 ($879,563 in 2006) and decrease cash flows used in investing activities by $3,630,435 ($879,563 in 2006).