U.S.
      SECURITIES AND EXCHANGE COMMISSION
              Washington,
      D.C. 20549
              Form
      10-KSB





Mark
One


x  ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934





For
the fiscal year ended March 31, 2008





o  TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934





For
the transition period from ______ to _______





Commission
File No. 000-52169





Silica
      Resources Corporation
              (Name
      of small business issuer in its charter)Nevada
              (State
      or other jurisdiction of incorporation
              or
      organization)
            71-0990401
              (I.R.S.
      Employer Identification No.)1100 Hamilton Street, Suite
306
              British Columbia, Vancouver, Canada V6B 2S2
              (Address
      of principal executive offices)(604) 646-1563
              (Issuer’s
      telephone number)Securities
      registered pursuant to Section
              12(b)
      of the Act:
            Name
      of each exchange on which
              registered:NoneSecurities
      registered pursuant to Section
              12(g)
      of the Act:Common Stock, $0.001
              (Title
      of Class)




Check
whether the issuer is not required to file reports pursuant to Section 13 or
15(d) of the Exchange Act. o






Check
whether the issuer (i) 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 (ii) has been
subject to such filing requirements for the past 90 days.




x o




1




Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B 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.   x






Indicate
by checkmark whether the registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). Yes o No x






State
issuers revenues for its most recent fiscal year $ -0-.






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. June 23, 2008:
$67,680,000.00






ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS






N/A






Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 and 15(d) of the Securities Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.  Yes
xNo o






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.




Class
            Outstanding
      as of  June 23, 2008Common
      Stock, $0.001
            72,755,800




DOCUMENTS
INCORPORATED BY REFERENCE






If the
following documents are incorporated by reference, briefly describe them and
identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which
the document is incorporated: (i) any annual report to security holders; (ii)
any proxy or information statement; and (iii) any prospectus filed pursuant to
Rule 424(b) or (c) of the Securities Act of 1933 (the “Securities Act”). The
listed documents should be clearly described for identification purposes (e.g.
annual reports to security holders for fiscal year ended December 24,
1990).






N/A






Transitional
Small Business Disclosure Format (Check one): Yes o No x




2












SILICA
RESOURCES CORPORATION





Form
10-KSB











PagePart
      I.
            
            6Item
      1.
            Description
      of Business
            6Item
      2.
            Description
      of Property
            29Item
      3.
            Legal
      Proceedings
            29Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            29Part
      II.
            
            30Item
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities
            30Item
      6.
            Management’s
      Discussion and Analysis and Plan of Operation
            32Item
      7.
            Financial
      Statements
            39Item
      8.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure
            40Item
      8A.
            Controls
      and Procedures
            40Item
      8A(T).
            Controls
      and Procedures
            40Item
      8B.
            Other
      Information
            40Part
      III
            
            41Item
      9.
            Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance With Section 16(a) of the Exchange Act
            41Item
      10.
            Executive
      Compensation
            43Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            45Item
      12.
            Certain
      Relationships and Related Transactions and Director
      Independence
            46Item
      13.
            Exhibits
            46Item
      14.
            Principal
      Accountant Fees and Services
            47


















3


Statements
made in this Form 10-KSB that are not historical or current facts are
"forward-looking statements" made pursuant to the safe harbor provisions of
Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the
Securities Exchange Act of 1934. These statements often can be identified by the
use of terms such as "may," "will," "expect," "believe," "anticipate,"
"estimate," "approximate" or "continue," or the negative thereof. We intend that
such forward-looking statements be subject to the safe harbors for such
statements. We wish to caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. Any
forward-looking statements represent management's best judgment as to what may
occur in the future. However, forward-looking statements are subject to risks,
uncertainties and important factors beyond our control that could cause actual
results and events to differ materially from historical results of operations
and events and those presently anticipated or projected. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect
events or circumstances after the date of such statement or to reflect the
occurrence of anticipated or unanticipated events.





Available
Information





Silica
Resources Corporation files annual, quarterly, current reports, proxy
statements, and other information with the Securities and Exchange Commission
(the “Commission”). You may read and copy documents referred to in this Annual
Report on Form 10-KSB that have been filed with the Commission at the
Commission’s Public Reference Room, 450 Fifth Street, N.W., Washington,
D.C.  You may obtain information on the operation of the Public
Reference Room by calling the Commission at 1-800-SEC-0330.  You can
also obtain copies of our Commission filings by going to the Commission’s
website at http://www.sec.gov





Glossary





Adit -A horizontal excavation
made into a hill that is usually driven for the purpose of intersecting or
mining an ore body.





Arkose – a feldspar-rich
sandstone.





Breccia - A rock in which
angular fragments are surrounded by a mass of fine-grained
minerals.





Chloritization – The
conversion of or replacement by chlorite.





Cutoff grade: The lowest grade
of mineral ore, in percent U3O8, at a minimum specified thickness that can be
mined at a specified cost.





Diamond Drilling – a type of
rotary drilling in which diamond bits are used as the rock-cutting tool to
produce a recoverable drill core sample of rock for observation and
analysis.





Electro-magnetic (“EM”) Survey -A geophysical survey method which measures the electromagnetic properties
of rocks.





Fault – a fracture or break in
rock along which there has been movement.


4




Glossary
- continued




Fluvial:Of or pertaining to a
river or rivers





Gamma Log - A type of survey
that records the amount of radiation in the surrounding rock.





Geophysical Survey - A
scientific method of prospecting that measures the physical properties of rock
formations. Common properties investigated include magnetism, specific gravity,
electrical conductivity and radioactivity.





Grade GT - A factor used in
the method to determine the contained resource of mineral deposits.  The
number of cubic feet that comprise 1 ton of ore is multiplied by the cut-off
grade to obtain the GT (grade in %U3O8 times thickness in ft).





Granite - any holocrystalline,
quartz-bearing plutonic rock.





Hematite - An oxide of iron,
and one of iron’s most common ore minerals.





Ignimbrite - The rock formed
by the widespread deposition and consolidation of ash flows.





In Situ leach mining (ISL):
The recovery through chemical leaching of mineral from an ore body


without
physical extraction of the ore from the ground: also referred to as "solution
mining."





Lense -A body of ore that is
thick in the middle and tapers towards the ends.





National Instrument 43-101 (NI
43-101) – A rule developed by the Canadian Securities Administrators
(CSA) and administered by the provincial securities commissions in Canada that
governs how issuers disclose scientific and technical information about their
mineral projects to the public. It covers oral statements as well as written
documents and websites. It requires that all disclosure be based on advice by a
"qualified person" and in some circumstances that the person be independent of
the issuer and the property. A qualified person (QP) as defined in NI
43-101 as an individual who:  (i) is an engineer or geoscientist with
at least five years of experience in mineral exploration, mine development or
operation or mineral project assessment, or any combination of these; (ii) has
experience relevant to the subject matter of the mineral project and the
technical report; and (iii) is a member in good standing of a professional
association.





Pyroclastic- Produced by
explosive or aerial ejection of ash, fragments, and glassy material from a
volcanic vent. Applied to the rocks and rock layers as well as to the textures
so formed.





Roll Front Deposit - A
sandstone mineral deposits formed in an aquifer through which mineral bearing
groundwater flows. The mineral and other metals dissolved in the ground water
precipitate out of the ground water and forms a mineral deposit. Roll front
deposits are most typically mined by in-situ methods.





Sandstone -A medium-grained
sedimentary rock composed of abundant rounded or angular fragments of sand size
set in a fine-grained matrix and more or less firmly united by a cementing
material.




Syncline -A down-arching fold
in bedded rocks
 
 Tuff -A general term for all
consolidated pyroclastic rocks.


5


PART
I





ITEM
1. DESCRIPTION OF BUSINESS





BUSINESS
DEVELOPMENT





Silica
Resources Corporation was incorporated under the laws of the State of Nevada in
October 7, 2005. We are engaged in the business of acquisition, exploration and
development of mineral properties in the United States and Canada. We also plan
to locate and acquire other precious or industrial mineral properties. As of the
date of this Annual Report, our main focus is the identification, acquisition,
exploration and development of mineral properties, which has resulted in the
acquisition of our interest in the properties discussed below.





Our
shares of common stock trade on the Over-the-Counter Bulletin Board under the
symbol “SRCN:BB”.





Please
note that throughout this Annual Report, and unless otherwise noted, the words
"we", "our", "us”, "the Company", “the Corporation”, “Silica”, or "Silica
Resources Corporation" refers to Silica Resources Corporation.





August
2007 Forward Stock Split





On August
8, 2007, our Board of Directors pursuant to minutes of written consent in lieu
of a special meeting authorized and approved a forward stock split of twenty for
one (20:1) of our total issued and outstanding shares of common stock (the
“Forward Stock Split”). Each of our shareholders holding one share of
common stock was entitled to receive an additional nineteen shares of our
restricted common stock. The additional shares of our common stock to be issued
to the shareholders in accordance with the Forward Stock Split were mailed on
approximately August 10, 2007 without any action on the part of the
shareholders.





The
Forward Stock Split was effectuated based on market conditions and upon a
determination by our Board of Directors that the Forward Stock Split was in our
best interests and of the shareholders. In our judgment the Forward Stock Split
resulted in an increase in our trading float of shares of common stock available
for sale resulting in facilitation of investor liquidity and trading volume
potential. The intent of the Forward Stock Split was to increase the
marketability of our common stock.





The
Forward Stock Split was effectuated with a record date of August 8, 2007 upon
filing the appropriate documentation with NASDAQ. The Forward Stock Split was
implemented taking into account our authorized share capital and number of
issued and outstanding shares of common stock as of the Record Date. Authorized
share capital increased from 100,000,000 shares to 2,000,000,000 shares of
common stock and our total issued and outstanding common stock was increased
from 4,966,000 shares to 99,320,000 shares. The par value for our shares of
common stock remained the same at $0.001. See “Part II. Item 5. Market for
Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities.”


6


ITEM 1. DESCRIPTION OF BUSINESS -
continued





Transfer
Agent





Our
transfer agent is Madison Stock Transfer Inc., 1688 E. 16th Street,
Suite 7, Brooklyn, New York 11229.





CURRENT
BUSINESS OPERATIONS




We are a
resource exploration company currently engaged in the exploration and
development of properties that we believe may contain valuable minerals for the
purpose of discovering commercially viable mineral deposits. Our foundational
group of assets consists of the properties located in Montana and Idaho as more
fully described below. We have entered into an agreement with Major Ventures
LLC, Elk Creek Corporation and Balbach Colorado Inc. (collectively, the
"Vendors") to earn a 100% interest in the properties. Since we are an
exploration stage company, there is no assurance that a commercially viable
mineral deposit exists on the property covered by the prospect lease, and a
great deal of further exploration will be required before a final evaluation as
to the economic and legal feasibility for our future exploration is determined.
We have no known reserves of any type of mineral. To date, we have not
discovered an economically viable mineral deposit on the property, and there is
no assurance that we will discover one.




MINERAL
PROPERTIES





The
location of our mineral properties is summarized as follows:





Location
            AcreageElkhorn
      Property,
              Beaverhead
      County, Montana
            1,777
      acresRamey
      Property,
              Custer
      County, Idaho
            393
      acresRoaring
      River Property,
              Elmosre
      County, Idaho
            2,707
      acresAsh-Wel
      Property,
              Wells
      Lake,
              Princeton,
      British Columbia
            3,377
      acresSydney
      Creek Property,
              Yukon
      Territory, Canada
            partial
      restaking completed







7


ITEM 1. DESCRIPTION OF BUSINESS -
continued




Mineral Property Acquisition
Agreement




On
January 31, 2008, we entered into a mineral property acquisition agreement (the
"Agreement"), with Major Ventures LLC, Elk Creek Corporation and Balbach
Colorado Inc. (collectively, the "Vendors"). Effective March 27, 2008, we
completed the terms and conditions of the Agreement.




In
accordance with the terms and conditions of the Agreement, the Vendors granted
to us the sole and exclusive option (the "Option") to acquire a 100% undivided
legal, beneficial and registerable interest in and to the following unencumbered
mineral property interests (collectively, the "Property"): (i) the Elkhorn
property located in Beaverhead County, Montana, and comprising approximately
1,777 acres; (ii) the Ramey Creek property located in Custer County, Idaho,
and comprising approximately 393 acres; and (iii)  the Roaring River
property located in Elmore County, Idaho, and comprising approximately 2,707
acres.




In order
to exercise the Option, we were obligated to provide and to continue to provide
the following consideration to the Vendors in the following manner:




(i)
Affiliate Share Transfer. In contemplation of each of the Vendor's various and
potential continuing roles with us, we caused one of our certain existing
founding shareholders to sell an aggregate of 2,000,000 of our post-Forward
Stock Split restricted and control and issued and outstanding common shares from
the holdings of such shareholder (each an "Affiliate Share") to the order and
direction of the Vendors at a purchase price of U.S. $0.0001 per Affiliate
Share, as follows: (a) 1,000,000 Affiliates Shares to Balbach Colorado Inc; (b)
600,000 Affiliate Shares to Elk Creek Corporation; and (c) 400,000 Affiliate
Shares to Major Ventures LLC. See “Item 11. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters.”




(ii)
Consulting Agreements. We are in the process of finalizing certain industry
standard forms of proposed consulting arrangements (collectively, the
“Consulting Agreements”) with certain of the finally determined Vendors or
agents to the Vendors (collectively, the “Consultants”) therein providing for,
without limitation, the provision of certain consulting services to be provided
by the Consultants to us in connection with the exploration, development and
expansion of the Property in consideration of, among other matters, the
provision of the monthly payments by us to each of the Consultants together with
entitlement for the Consultants to participate in our incentive stock option
plan subject, at all times, to the final determination of the Board of
Directors.




(iii)
Maintenance payments. We have paid and will continue to pay to or on the
Vendors’ behalf, all underlying option, regulatory and governmental payments and
assessment work required to keep the mineral property interests comprising the
Property and any underlying option agreements respecting any of the mineral
property interests comprising the Property in good standing.




As a
result of satisfaction of these requirements under the Agreement, as of the date
of this Annual Report, we have exercised the Option and thereby acquired an
undivided 100% legal, beneficial and registerable interest in and to the mineral
property interests comprising the Property.


8


ITEM
1. DESCRIPTION OF BUSINESS - continued




Elkhorn
Property




The
Elkhorn Property is comprised of 86 staked MO Lode mining claims on
approximately 1,777 acres within the Elkhorn Mining District in Beaverhead
County, Montana. There are some patented mining claims within the area of
interest and negotiations are underway to acquire these.





The
claims are located in the Pioneer Mountains, on federal lands administered by
the U.S. Department of Agriculture as the Beaverhead-Deerlodge National Forest,
surveyed sections 12, 13, 14, 15, 22, 23 and 24, Township 4 South, Range 12
West, Montana Principle Meridian.





The
Elkhorn property has good access on unimproved Forest Service Roads off of the
recently completed Pioneer Mountains Scenic Byway, approximately ten miles from
Polaris and thirty miles from Wise River.  The nearest full service
town is Dillon Montana, the county seat, which has a hospital and numerous
services. Butte is sixty five miles from the claims, and as a major mining
center, hosts several businesses focused on drilling and construction
services.  Helena and Missoula, both approximately 150 miles away, are
the closest airports serving commercial flights from major western
hubs.





A map
showing the location of the Elkhorn property is provided below:







9


ITEM 1.
DESCRIPTION OF BUSINESS - continued




Geology and Mineralization.The geology of the Elkhorn area is dominated by Cretaceous and Tertiary
granitic rocks of the Pioneer Batholith of calc-alkaline
composition.  It lies east of the Idaho Batholith and within the
Cordilleran fold and thrust belt.  The area of interest is underlain
primarily by granodiorite, tonalite and quartz diorite.  The Comet
fault trends north, connecting with the 4th of July fault, which continues into
the sedimentary rocks of the northern Pioneers.  The Comet fault is
believed to be significant in the sub parallel vein mineralization of the
Elkhorn area, as is the 4th of July fault in the Cannivan Gulch deposit to the
north being explored by United Bolero.





Historically,
silver, lead and zinc were recovered from ores mined from quartz veins in the
upper fault block to the west of the Comet fault.  The lower block
exhibits significant molybdenite mineralization previously observed by Senior
Consulting Geologist Joseph Worthington in the presently inaccessible 1000 level
Elkhorn Mine adit.





Current and Planned Exploration
Efforts.Current exploration efforts involve surface mapping and sampling
of previously mined areas.  Geochemical sampling indicates low
molybdenum values in the veins of the upper block.  Samples of
sediment washed out of the 1000 level adit yield higher molybdenum
values.  Efforts this spring will focus on preparing and filing plans
with the local Forest
Service District Ranger for permitting of surface drilling operations planned to
begin next summer.  Four drill holes are planned this summer that will
target the molybdenum mineralization noted in the 1000 level adit to ascertain
distribution and depth of mineralization.  Surface sampling will also
continue to identify future drill sites in order to establish the full
parameters of the mineralized zone.





Ramey
Creek Property




The Ramey
Creek Property is comprised of 19 Bright lode mining claims on approximately 393
acres in the Salmon-Challis National Forest, Custer County,
Idaho.  The property is located in unsurveyed sections 22, 23, 26, 27,
34 and 35, Township 12 North, Range 15 East of the Boise Principal Meridian on
federal lands administered by the U.S. Department of
Agriculture.  Ramey Creek is five air miles from the Thompson Creek
molybdenum mine.  The area of interest lies four miles up Ramey Creek
Canyon from the Yankee Fork River, at the intersection of a minor tributary
unofficially named Ross Creek.




The
property is accessed off of Idaho State Highway 75, via Yankee Fork Road at
Sunbeam, then two miles up the unimproved Ramey Creek Road.  Ross
Creek lies two miles further up by foot trail.  The nearest town with
services is Stanley, primarily a seasonal tourist town, but Stanley does have an
airfield suitable for small planes and helicopters.  Challis, the
county seat, is 40 miles distant by state and U.S. highways. Twin Falls,
approximately 120 miles to the south, has an airport with commercial airline
service.  The Yankee Fork area has electrical service suitable for
mining operations, due to the proximity of the now-closed Hecla mining operation
on Jordan Creek.




A map
showing the location of the Ramey Creek property is provided
below:









10


ITEM 1. DESCRIPTION OF BUSINESS -
continued
  Geology and Mineralization.The geology of the Ramey Creek area includes Paleozioc sedimentary units
and Tertiary volcanic and plutonic rocks.  The principal target of
interest is the Pennsylvanian Wood River quartzite, which overlies a Copper
Basin argillic siltstone.  A porphyry sill separates these units from
the Challis volcanics in the area of interest.  The volcanic rocks
comprise the peaks in succession from lower-most andesite upward to tuff and
then rhyolite.  Faulting concurrent with volcanism has produced
displacements up to 400 vertical feet in the quartzite.  This Wood
River quartzite is brecciated and more heavily altered than the other units
present.  Outcrops of this quartzite are exposed in cliffs with
heights of 60 to 100 feet.  The downward extent of the unit is unknown
pending an exploratory drilling program.
  Current and Planned Exploration
Efforts.Current exploration efforts involve mapping and sampling of the
extent of exposed outcrop, mapping faults and contacts within the target area,
and sediment sampling around the secondary drainages. Geochemical results from
the Ross Creek drainage are being evaluated. A plan will be filed with the
Forest Service to permit a helicopter supported drilling program for the summer
or fall of 2008.
  Roaring
River Property


The
Roaring River Property is comprised of 131 molybdenum claims from the Elk Creek
Corporation.  The claims, covering approximately 2,707 acres, are
located in surveyed Sections 11, 12, 13, 14, 22, 23, 24, 25 and 26, Township 4
North, Range 8 East, Boise Principal Meridian, on federal lands administered by
the Boise National Forest.




The site
is accessed from Boise and Idaho City via State highway 21, then an additional
40 miles on seasonally maintained gravel roads.  Boise is the nearest
city, as well as the largest city in Idaho.




A map
showing the location of the Roaring River property is provided
below:





Geology and Mineralization.Tertiary igneous rocks associated with the Sheep Creek Batholith are the
principal rocks in the area.  The majority of the claim block is
underlain by biotite granites ranging from fine grained to porphyritic, while
the northernmost border of the claim group abuts rhyolite cliffs. Mineralization
as molybdenite associated with quartz veining and brecciation has been observed
in old workings and in the fine grained granites.






11


ITEM 1. DESCRIPTION OF BUSINESS -
continued




Current and Planned Exploration
Efforts.A geochemical survey resulted in the collection of 95 soil
samples from the northern half of the claim group on a 500-foot
grid.  Analyses were completed by ALS Chemex for molybdenum, copper
and gold.  Results indicate potential drill target areas centered
in the northeast and central areas.  Further close-spaced sampling
will assess the detailed distribution of before drilling sites are
selected.  A soil sampling program in the southern portion of the
claim will be carried out next summer, utilizing helicopter or pack animal
support.





Assignment
Agreement





On May
25, 2008, we entered into an assignment agreement (the “Assignment Agreement”)
with Larry Sostad and Andrew Sostad (collectively, “Sostad”) and West Peak
Ventures of Canada Ltd. (“West Peak”) relating to the acquisition of a 100%
undivided right, title and interest in and to four claims totaling 3,377 acres
in a property klnown as the Ash-Wel claims in the Wells Lake area, Princeton,
British Columbia, Canada in the Similkameen Mining Division (the “Ash-Wel
Claims”). The Assignment Agreement relates to that certain letter agreement
dated May 25, 2007 between West Peak and Sostad pertaining to the Ash-Wel
Claims. In accordance with the terms and provisions of the Assignment Agreement,
we agreed to: (i) pay all new staking and claims maintenance costs incurred for
the Ash-Wel Claims property; (ii) assume the obligations for a $100,000 work
programs by June 1, 2009; (iii) pay $20,000 to the vendors of the Ash-Wel Claims
property on June 1, 2009; and (iv) facilitate the sale of an aggregate of
300,000 shares of our common stock held of record by one of our founding
shareholders to the vendors at a purchase price of $0.001 per
share.





Placer
Lease Acquisition Agreement





On March
15, 2006, we entered into a Placer Lease Acquisition Agreement with Karl Gruber
(the “Prospect Lease”) whereby we purchased a 100% interest in an unpatented
lease to prospect a five mile portion of Sidney Creek located approximately one
mile downstream of Iron Creek, in the Whitehorse Mining Division of the Yukon
Territory, Canada.  The purchase price was paid by the issuance of
120,000 post-Forward Stock Split shares of our common stock for a total cost of
$300.




We owned
title to the prospect lease.  The prospect lease constitutes a
disposition of land granted under the Placer Mining Act (Yukon Territory,
Canada).  The prospect lease cannot be mined but can be staked into
claim if it is kept in good standing. The term of the lease is one-year
renewable for two additional one-year periods if we incur the qualifying
property expenditures required under the Prospect Lease. During fiscal year
ended March 31, 2007, we incurred the required expenditures and renewed the term
of the Prospect Lease for an additional year. Subsequent to fiscal year ended
March 31, 2008, the Prospect Lease expired and we have re-staked a portion of
the property.




The
Prospect Lease had the following legal description:




Placer
      lease located in the following portions of Sidney Creek in the Whitehorse
      Mining Division of the Yukon TerritoryPost
      1 GPS Reading 60 48 17.7 x 133 09 21.0Post
      2 approximately 1 mile downstream of Iron Creek on the baseline of Sidney
      CreekPost
      1 5 miles downstream from Post 2Post
      2 GPS Reading 60 50 42.3 x 133 16
45.4





The
property that is the subject of our prospect lease (the “Prospect Lease
Property”) is located 28 miles west of Carcross in the Yukon Territory and
approximately 62 miles east southeast of Whitehorse, the capital, in
southwestern Yukon Territory.  The property is located 10 miles from
the Canol Highway (Highway #6), 26 miles from the junction at north of Teslin
along the Alaskan Highway. Skagway, Alaska is located by road 26 miles to the
west.




The
Prospect Lease Property lies below the confluence of Sidney and Iron Creeks,
tributaries of Nisutlin River which flows into Lake Teslin, just off the Alaskan
Highway, in the Yukon Coastal Mountain ranges.  The area can be
accessed by two wheel drive vehicle from Whitehorse via the Alaskan Highway and
is 10 miles off the Canol Highway (Highway #6).  Whitehorse, the
capital of the Yukon Territory, is a fully-serviced community of approximately
15,000 people and with rail and air transport and major power
transmission.  Local access to the Prospect Lease Property is gained
from a system of old bush roads off the Canol Highway.




12




ITEM
1. DESCRIPTION OF BUSINESS - continued












13


ITEM 1. DESCRIPTION OF BUSINESS -
continued




Physiography, Local Resources and
Infrastructure.The Prospect Lease is located in an area that is part of
the Yukon Plateau of the Canadian Cordillera with subdued rounded mountains with
broad rolling upland inter-stream areas between north-northwesterly trending
ranges which constitute the north-westward extension of the Cassiar Mountains
into Alaska. In the area of the Nisutlin River valley, the elevations range from
the 2500 feet to more than 6000 feet above sea level and in the area of the
Prospect Lease the elevation is just below 3000 feet.  The Nisutlin
River is navigable from Teslin Lake to Sidney Creek.




Lower
slopes are forested and mantled by glacial drift and colluvium, reflecting the
various phases of continental and alpine glaciation although local cliffs and
creek canyons afford good rock exposure.  (Colluvium refers to loose
bodies of sediment that has been deposited or built up at the bottom of a low
grade slope or against a barrier on that slope, transported by
gravity.)




The
vegetation is typical of the interior Yukon Plateau with a mix of fir, willow,
and cottonwood trees on old trails and poorly drained areas.  The
climate is characterized by long, cold winters and warmer summers.




All the
population centres in the area totaling almost 15,000 people are within a one to
two hour drive of the project and provide all amenities including police,
hospitals, groceries, fuel, helicopter services, hardware and other necessary
items.  Construction and placer equipment companies are present in
communities nearby while assay facilities are located in
Whitehorse.




Prior Exploration.The
Sidney-Iron Creek placer deposits were discovered in 1905 and work was conducted
thereon intermittently until the mid 1930s. In the 1950s a professional
geologist conducted examinations of the placers at the junction of the Sidney
and Iron Creeks and reported on a test program of the placers in 1981 and in
December of 1987.




No full
scale or systematic exploration of the placers has been
undertaken.  Little surface mapping or sampling has been completed on
the property that is the subject of our prospect lease.  None of the
prior exploration on the property was been completed by us.




We
obtained a geological report on our prospect lease prepared by Laurence
Stephenson, P.Eng., in May 2006.  This report was based on information
on our prospect lease included in the public domain, geologic maps, from
recently released geological survey data and from Mr. Stephenson’s geological
experience in the area.




Present Condition and Current State
of Exploration.Our Prospect Lease presently does not have any mineral
reserves and the Prospect Lease Property is undeveloped and does not contain any
open-pit or underground mines.  There is no plant or equipment located
on the property. Restaking in areas of interest is in process at the date of
this report.




Geology.The area’s bedrock
geology is summarized as being part of the Coastal range of the Western
Cordillera with younger Palaeozoic and Mesozoic stratified rocks to the
southwest, including the area of the claims and a broad terrain of early
Palaeozoic and Proterozoic rocks of the eastern part of the Cordillera to the
northeast.  The northwesterly trending fold axes of the stratified
rocks are intruded by Cretaceous felsic and Permian- Jurassic mafic
bodies.


14


ITEM 1. DESCRIPTION OF BUSINESS -
continued




Glaciation
in the area consisted of several different episodes and included both
continental and alpine types. The most recent continental ice sheets moved in a
westerly to southwesterly direction and are antedated by alpine glaciation and
prior continental glaciation. The peneplanation which is reflected in the
rounded mountainous terrain tops, was caused by the continental ice sheets while
the sharp cirque and U-shaped valleys and residual lakes and gravel terraces
were shaped by the latter alpine glacial reconcentration of the ancient detritus
into the present day features.




Placer
deposits occur as a result of the scouring of the rock by the glaciation,
deposition of the debris and subsequent winnowing by their melt waters into
active valley stream channels or old stream channels. Since this is an ongoing
process that has occurred throughout the geological time scale, there are older
“tertiary” channels that were deposited. Repetition of the alluvial process has
had occasion to concentrate and/or re-distribute these older channels into new
auriferous high grade “Eldorados”.




Regionally
the area is anomalous in gold values as evidenced by the minor workings along
the Sidney and Iron Creeks but no systematic surveying of the area by government
can be identified as useful to the definition of concentrations of placer
deposits.




Planned Exploration Program.Mr. Stephenson’s geological report recommends a phased exploration
work program on the prospect lease that will include reconnaissance
geomorphology to assess the amount of placer material involved and a detailed
placer pit testing program.




A budget
of $20,000 is estimated for phase one and it is expected to take approximately
three weeks to complete.  We expect to commence this phase of the
exploration program in the summer of 2008, provided that we have sufficient
funds to do so and depending on weather conditions and the availability of
personnel and equipment.




The
components of the budget for phase one of the work program are as
follows:




Phase
      One
            
            Budgeted
      ExpenseGeologist
      Geomorphology (5 days @ $500/day)
            
            $
            2,500Geological
      technicians (2) (5 days @ $250/day)
            
            
            2,500Equipment
      rental (bulldozer, backhoe, processing plant vehicles, pumps for test
      pits  @ $4000/day)
            
            
            8,000Fuel,
      Food, Field Supplies
            
            
            2,500Analysis
      -  concentrate
            
            
            200Mobilizing
      equipment to site
            
            
            1,000Supervising
      report analysis
            
            
            1,500Contingency
            
            
            1,800Phase
      One Total:
            
            $
            20,000




Our Board
of Directors will make a determination whether to proceed with further
exploration work upon completion of phase one.  In completing this
determination we will assess whether the results of phase one are sufficiently
positive to enable us to obtain any additional financing that we will then
require.  This analysis will include, among other factors, an
assessment of the market for financing of junior mineral exploration projects at
the time of our assessment.


15


ITEM 1. DESCRIPTION OF BUSINESS -
continued




It is
presently expected that phase two of the exploration program will cover detailed
geological mapping and sampling of the area.  Phase three will involve
permitting for full-scale mining operations.  The components of the
budget for the second and third phases of the exploration work program are as
follows:




Phase
      Two
            
            Budgeted
      ExpenseMapping
      alluvium
            
            $
            5,000Drill
      site preparation including permitting
            
            
            2,500Drilling
      200 meters (reverse circulation/water well drilling)
            
            
            20,000Bulk
      sample testing
            
            
            26,500Supervising
      report analysis
            
            
            1,500Contingency
            
            
            5,000Phase
      Two Total:
            
            $
            60,000







Phase
      Three
            
            Budgeted
      ExpensePermitting
            
            $
            10,000Initial
      preparation and equipment surety
            
            
            55,000Reporting
      and supervision
            
            
            5,000Phase
      Three Total:
            
            $
            70,000




Our Board
of Directors will make a determination whether to proceed with the third phase
of the recommended work program only upon completion of phase two.  In
making this determination we will make an assessment as to whether the results
are sufficiently positive to enable us to obtain the additional financing that
would be necessary for us to proceed.




We have
not chosen anyone specific to conduct exploration work on the
property.  We intend to choose a geologist recognized in the Yukon
Territory who has had experience working in the regional area of the
property.





PROPOSED
FUTURE BUSINESS OPERATIONS





Our
current strategy is to complete further acquisition of additional mineral
opportunities which fall within the criteria of providing a geological basis for
development of mining initiatives that can provide near term revenue potential
and production cash flows to create expanding reserves. We anticipate that our
ongoing efforts, subject to adequate funding being available, will continue to
be focused on successfully concluding negotiations for additional interests in
mineral properties. We plan to build a strategic base of producing mineral
properties.


16


ITEM 1. DESCRIPTION OF BUSINESS -
continued




Our
ability to continue to complete planned exploration activities and expand
acquisitions and explore mining opportunities is dependent on adequate capital
resources being available and further sources of debt and equity being
obtained.  See “Item 6. Management’s Discussion and Analysis or Plan
of Operation – Plan of Operation.”





COMPETITION





We
operate in a highly competitive industry, competing with other mining and
exploration companies, and institutional and individual investors, which are
actively seeking mineral based exploration properties together with the
equipment, labor and materials required to exploit such properties. Many of our
competitors have financial resources, staff and facilities substantially greater
than ours. The principal area of competition is encountered in the financial
ability to cost effectively acquire prime mineral exploration prospects and then
exploit such prospects. Competition for the acquisition of mineral exploration
properties is intense, with many properties available in a competitive bidding
process in which we may lack technological information or expertise available to
other bidders. Therefore, we may not be successful in acquiring and developing
profitable properties in the face of this competition. No assurance can be given
that a sufficient number of suitable mineral exploration properties will be
available for acquisition and development.





GOVERNMENT
REGULATION




We will
be required to comply with all regulations, rules and directives of governmental
authorities and agencies applicable to the exploration of minerals in the Yukon
Territory, Idaho and Montana.  In addition to the laws and regulations
specifically discussed below, additional approvals and authorizations may be
required from other government agencies, depending upon the nature and scope of
the proposed exploration programs.  The amount of these costs is not
known at this time as we do not know the size or quality of any resource or
reserve at this time, it is impossible to assess the impact of any capital
expenditures on earnings or our competitive position.





Yukon
Law




With
respect to our Sidney Creek interest (Yukon), the term of our original prospect
lease was one year and it can be renewed twice.  Accordingly, the
lease may be held for a maximum of three years.  Testing work must be
performed and filed pursuant a prospecting program meeting certain minimal
requirements under the Placer Mining Act no later than the anniversary date of
the lease in each year.  The prospecting program must involve at least
$1,000 of work per mile, or $5,000 in total for the property covered by our
prospect lease, on an annual basis.




Any
testing work undertaken on our prospect lease must be conducted in a manner that
minimizes disruption to the environment, and must comply with applicable
legislation including the Waters Act (Yukon Territory).  Mining and
preparing the ground for mining are not permitted on prospect
leases.




U.S.
Federal and State Environmental Law




Our
future activities in the United States may cause us to be subject to liability
under various federal and state laws for the protection of the
environment.




17


ITEM 1. DESCRIPTION OF BUSINESS -
continued




The
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended (CERCLA), imposes strict, joint and several liability on parties
associated with releases or threats of releases of hazardous substances. Liable
parties include, among others, the current owners and operators of facilities at
which hazardous substances were disposed or released into the environment and
past owners and operators of properties who owned such properties at the time of
such disposal or release.  This liability could include response costs
for removing or remediating the release and damages to natural
resources.  We are unaware of any reason why our undeveloped
properties would currently give rise to any potential CERCLA liability. We
cannot predict the likelihood of future CERCLA liability with respect to our
properties or surrounding areas that have been affected by historic mining
operations.




Under the
Resource Conservation and Recovery Act (RCRA) and related state laws, mining
companies may incur costs for generating, transporting, treating, storing or
disposing of hazardous or solid wastes associated with certain mining-related
activities.




Mining
operations may produce air emissions, including fugitive dust and other air
pollutants, from stationary equipment, such as crushers and storage facilities,
and from mobile sources such as trucks and heavy construction
equipment.  All of these sources are subject to review, monitoring,
permitting, and/or control requirements under the federal Clean Air Act and
related state air quality laws.




Under the
federal Clean Water Act and delegated state water-quality programs, point-source
discharges into “Waters of the United States” are regulated by the National
Pollution Discharge Elimination System (NPDES) program. Section 404 of the Clean
Water Act regulates the discharge of dredge and fill materials into “Waters of
the United States,” including wetlands. Discharges of pollutants to the
groundwater is regulated by the state Aquifer Protection Permit Program, that
sets standards for water quality discharges and requires permits for discharges.
Storm water discharges also are regulated and permitted under that statute. All
of those programs may impose permitting and other requirements on our
operations. The federal Pollution Prevention Act of 1990, that implements the
Community-Right-To-Know portions of CERCLA, may require us to file annual toxic
chemical release forms.




The
National Environmental Policy Act (NEPA) requires an assessment of the
environmental impacts of “major” federal actions. The “federal action”
requirement can be satisfied if the project involves federal land or if the
federal government provides financing or permitting approvals.  NEPA
does not establish any substantive standards.  It merely requires the
analysis of any potential impact.  The scope of the assessment process
depends on the size of the project.  An Environmental Assessment (EA)
may be adequate for smaller projects which are found to have no significant
impacts.  An Environmental Impact Statement (EIS), which is much more
detailed and broader in scope than an EA, is required for larger projects with
significant impacts. NEPA compliance requirements for any of our proposed
projects, could result in additional costs or delays.




18


ITEM 1. DESCRIPTION OF BUSINESS -
continued




The
Endangered Species Act (ESA) is administered by the U.S. Department of
Interior’s U.S. Fish and Wildlife Service.  The purpose of the ESA is
to conserve and recover listed endangered and threatened species of flora and
fauna and their habitat.  Under the ESA, “endangered” means that a
species is in danger of extinction throughout all or a significant portion of
its range. “Threatened” means that a species is likely to become endangered
within the foreseeable future. Under the ESA, it is unlawful to “take” a listed
species, which can include harassing or harming members of such species or
significantly modifying their habitat.  We currently are unaware of
any endangered species issues at any of our projects that would have a material
adverse effect on our operations. Future identification of endangered species or
habitat in our project areas may delay or adversely affect our
operations.




U.S.
Federal and State Reclamation Requirements




We may be
subject to mine plan and land reclamation requirements under the Federal Land
Policy and Management Act and any analogous state law provisions, which are
implemented through permits and operations and reclamation plans that apply to
exploration and mining activities.  These requirements mandate
reclamation of disturbed areas and require the posting of bonds or other
financial assurance sufficient to guarantee the cost of
reclamation.  If reclamation obligations are not met, the designated
agency could draw on these bonds and letters of credit to fund expenditures for
reclamation requirements.




Reclamation
requirements generally include stabilizing, contouring, and re-vegetating
disturbed lands, controlling drainage from portals and waste rock dumps,
removing roads and structures, neutralizing or removing process solutions,
monitoring groundwater at the mining site, and maintaining visual
aesthetics.





RESEARCH
AND DEVELOPMENT ACTIVITIES





No
research and development expenditures have been incurred, either on our account
or sponsored by customers, during the past three years.





EMPLOYEES





We do not
employ any persons on a full-time or on a part-time basis. Gerry Jardine is our
President and Chief Executive Officer and Chief Financial Officer and Treasurer.
This individual is primarily responsible for all of our day-to-day operations.
Other services are provided by outsourcing and consultant and special purpose
contracts.





RISK
FACTORS





An
investment in our common stock involves a number of very significant risks. You
should carefully consider the following risks and uncertainties in addition to
other information in evaluating our company and its business before purchasing
shares of our common stock. Our business, operating results and financial
condition could be seriously harmed due to any of the following risks. The risks
described below are all of the material risks that we are currently aware of
that are facing our company. Additional risks not presently known to us may also
impair our business operations. You could lose all or part of your investment
due to any of these risks.


19


ITEM 1. DESCRIPTION OF BUSINESS -
continued





Risks
Related to Our Business




We
will need to raise additional financing to complete further
exploration.






We will
require significant additional financing in order to continue our exploration
activities and our assessment of the commercial viability of our mineral
properties. Furthermore, if the costs of our planned exploration programs are
greater than anticipated, we may have to seek additional funds through public or
private share offerings or arrangements with corporate partners. There can be no
assurance that we will be successful in our efforts to raise these require
funds, or on terms satisfactory to us. The continued exploration of current and
future mineral properties and the development of our business will depend upon
our ability to establish the commercial viability of our mineral properties and
to ultimately develop cash flow from operations and reach profitable operations.
We currently are in the exploration stage and we have no revenue from operations
and we are experiencing significant negative cash flow. Accordingly, the only
other sources of funds presently available to us are through the sale of equity.
We presently believe that debt financing will not be an alternative to us as all
of our properties are in the exploration stage. Alternatively, we may finance
our business by offering an interest in any of our future mineral properties to
be earned by another party or parties carrying out further exploration and
development thereof or to obtain project or operating financing from financial
institutions, neither of which is presently intended. If we are unable to obtain
this additional financing, we will not be able to continue our exploration
activities and our assessment of the commercial viability of our mineral
properties. Further, if we are able to establish that development of our mineral
properties is commercially viable, our inability to raise additional financing
at this stage would result in our inability to place our mineral properties into
production and recover our investment. We may not discover commercially
exploitable quantities of mineral on our properties that would enable us to
enter into commercial production, and achieve revenues and recover the money we
spend on exploration.




Our
properties do not contain reserves in accordance with the definitions adopted by
the Securities and Exchange Commission, and there is no assurance that any
exploration programs that we out will establish reserves. Our mineral properties
are in the exploration stage as opposed to the development stage and have no
known body of economic mineralization. The known mineralization at these
projects has not yet been determined, and may never be determined to be
economic. We plan to conduct further exploration activities on our mineral
properties, which future exploration may include the completion of feasibility
studies necessary to evaluate whether commercial mineable mineral exists on any
of our properties. There is a substantial risk that these exploration activities
will not result in discoveries of commercially recoverable quantities of
mineral. Any determination that our properties contain commercially recoverable
quantities of mineral may not be reached until such time that final
comprehensive feasibility studies have been concluded that establish that a
potential mine is likely to be economical. There is a substantial risk that any
preliminary or final feasibility studies carried out by us will not result in a
positive determination that our mineral properties can be commercially
developed.


20


ITEM
1. DESCRIPTION OF BUSINESS - continued




Our
exploration activities on our mineral properties may not be commercially
successful, which could lead us to abandon our plans to develop the property and
our investments in exploration.


Our
long-term success depends on our ability to establish commercially recoverable
quantities of mineral on our properties that can then be developed into
commercially viable mining operations. Mineral exploration is highly speculative
in nature, involves many risks and is frequently non-productive. These risks
include unusual or unexpected geologic formations, and the inability to obtain
suitable or adequate machinery, equipment or labor. The success of mineral
exploration is determined in part by the following
factors:


·           identification
of potential mineralization based on superficial
analysis;


·           availability
of government-granted exploration permits;


·           the
quality of management and geological and technical
expertise; and


·           the
capital available for exploration.


Substantial
expenditures are required to establish proven and probable reserves through
drilling and analysis, to develop processes to extract the mineral, and to
develop the mining and processing facilities and infrastructure at any chosen
site. Whether a mineral deposit will be commercially viable depends on a number
of factors, which include, without limitation, the particular attributes of the
deposit, such as size, grade and proximity to infrastructure; mineral prices,
which fluctuate widely; and government regulations, including, without
limitation, regulations relating to prices, taxes, royalties, land tenure, land
use, importing and exporting of mineral and environmental protection. We may
invest significant capital and resources in exploration activities and abandon
such investments if it is unable to identify commercially exploitable mineral
reserves. The decision to abandon a project may reduce the trading price of our
common stock and impair our ability to raise future financing. We cannot provide
any assurance to investors that we will discover or acquire any mineralized
mineral in sufficient quantities on any of our properties to justify commercial
operations. Further, we will not be able to recover the funds that we spend on
exploration if we are not able to establish commercially recoverable quantities
of mineral on our properties.





Certain
Mineral Prices May Not Support Corporate Profit.





Certain
mineral prices have been highly volatile, and are affected by numerous
international economic and political factors which we have no control. The price
of minerals has varied over the last four years. The price of certain minerals
is affected by numerous factors beyond our control, including the demand for
such mineral, increased supplies from both existing and new mineral mines, sales
of minerals from existing government stockpiles, and political and economic
conditions. Our long-term success is highly dependent upon the price of
minerals, as the economic feasibility of any ore body discovered on its
properties would in large part be determined by the prevailing market price of
mineral. If a profitable market does not exist, we could have to cease
operations.


21


ITEM
1. DESCRIPTION OF BUSINESS - continued




Our
business is difficult to evaluate because we have a limited operating
history.




In
considering whether to invest in our common stock, you should consider that our
inception was October 7, 2005 and, as a result, there is only limited historical
financial and operating information available on which to base your evaluation
of our performance.  In addition, we have only recently acquired our
primary mineral exploration prospects located in the Yukon, Montana, and Idaho
and elsewhere with limited experience in early stage exploration
efforts.




We
have a history of operating losses and there can be no assurances we will be
profitable in the future.




We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable, and we must be considered to be in the exploration stage.
Further, we have been dependent on sales of our equity securities and debt
financing to meet our cash requirements. We have incurred losses totaling
approximately ($352,101) from October 7, 2005 (inception) to March 31, 2008. As
of March 31, 2008, we had an accumulated deficit of ($352,101) and had incurred
losses of approximately ($212,504) during fiscal year ended March 31, 2008.
Further, we do not expect positive cash flow from operations in the near term.
There is no assurance that actual cash requirements will not exceed our
estimates. In particular, additional capital may be required in the event that:
(i) the costs to acquire additional mineral exploration claims are more than we
currently anticipate; (ii) exploration and or future potential mining costs for
additional claims increase beyond our expectations; or (iii) we encounter
greater costs associated with general and administrative expenses or offering
costs.





Future
participation in an increased number of mineral exploration prospects will
require substantial capital expenditures.





The
uncertainty and factors described throughout this section may impede our ability
to economically discover, acquire, develop and/or exploit mineral prospects. As
a result, we may not be able to achieve or sustain profitability or positive
cash flows from operating activities in the future.





The
financial statements for the fiscal years ended March 31, 2008 and March 31,
2007 have been prepared “assuming that the Company will continue as a going
concern,” which contemplates that we will realize our assets and satisfy our
liabilities and commitments in the ordinary course of business. Our ability to
continue as a going concern is dependent on raising additional capital to fund
our operations and ultimately on generating future profitable operations. There
can be no assurance that we will be able to raise sufficient additional capital
or eventually have positive cash flow from operations to address all of our cash
flow needs. If we are not able to find alternative sources of cash or generate
positive cash flow from operations, our business and shareholders will be
materially and adversely affected. See “Item 6. Management’s Discussion and
Analysis or Plan of Operation – Going Concern.”




22


ITEM 1. DESCRIPTION OF BUSINESS
- continued




We will require additional funding in
the future.




Based
upon our historical losses from operations, we will require additional funding
in the future. If we cannot obtain capital through financings or otherwise, our
ability to execute our exploration programs will be greatly limited.
The terms and provisions of the Agreement and our current plans require us to
make substantial capital expenditures for the exploration of our mineral
exploration properties. Historically, we have funded our operations through the
issuance of equity and short-term debt financing arrangements. We may not be
able to obtain additional financing on favorable terms, if at all. Our future
cash flows and the availability of financing will be subject to a number of
variables, including potential production and the market prices of mineral.
Further, debt financing could lead to a diversion of cash flow to satisfy
debt-servicing obligations and create restrictions on business operations. If we
are unable to raise additional funds, it would have a material adverse effect
upon our operations.




As
part of our growth strategy, we intend to acquire additional mineral exploration
properties.




Such
acquisitions may pose substantial risks to our business, financial condition,
and results of operations. In pursuing acquisitions, we will compete with other
companies, many of which have greater financial and other resources to acquire
attractive properties. Even if we are successful in acquiring additional
properties, some of the properties may not produce positive results of
exploration, or we may not complete exploration of such prospects within
specified time periods may cause the forfeiture of the lease in that prospect.
There can be no assurance that we will be able to successfully integrate
acquired properties, which could result in substantial costs and delays or other
operational, technical, or financial problems. Further, acquisitions could
disrupt ongoing business operations. If any of these events occur, it would have
a material adverse effect upon our operations and results from
operations.




We
are relatively a new entrant into the mineral exploration and development
industry without profitable operating history.




Since
inception, our activities have been limited to organizational efforts and
obtaining working capital. It has only been since 2006 that our business
operations and focus is on acquiring and developing a very limited number of
properties. As a result, there is limited information regarding production or
revenue generation. As a result, our future revenues may be limited. The
business of mineral exploration and development is subject to many risks and if
mineral is found in economic production quantities, the potential profitability
of future possible mining ventures depends upon factors beyond our control. The
potential profitability of mining mineral properties if economic quantities of
mineral is found is dependent upon many factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights; (ii) geological problems; (iii) metallurgical
and other processing problems; (iv) the occurrence of unusual weather or
operating conditions and other force majeure events; (v) lower than expected
grades of mineral; (vi) accidents; (vii) delays in the receipt of or failure to
receive necessary government permits; (viii) delays in transportation; (ix)
labor disputes; (x) government permit restrictions and regulation restrictions;
(xi) unavailability of materials and equipment; and (xii) the failure of
equipment or processes to operate in accordance with specifications or
expectations.


23


ITEM
1. DESCRIPTION OF BUSINESS - continued




The
risks associated with exploration and development and, if applicable, mining
could cause personal injury or death, environmental damage, delays in mining,
monetary losses and possible legal liability.





We are
not currently engaged in mining operations because we are in the exploration
phase and have not yet any proved mineral reserves. We do not presently carry
property and liability insurance. Cost effective insurance contains exclusions
and limitations on coverage and may be unavailable in some
circumstances.





Because
access to the properties underlying our mineral property interests may be
restricted by inclement weather, we may be delayed in our exploration and any
future mining efforts.





Access to
the property that is the subject of our Yukon prospect lease is typically
limited or restricted from November to April of each year due to snow and storms
in the area.  In addition, access to the Elkhorn, Ramey Creek and
Roaring River Properties (which are located in Montana and Idaho) may be
restricted in winter months due to inclement weather.  As a result,
any attempts to visit, test or explore such properties are limited to those
months when weather permits such activities. These limitations can result in
significant delays in exploration efforts, as well as any mining or production
in the event that commercial amounts of minerals are found. This may cause our
business venture to fail and the loss of your entire investment in our common
stock.




The
mineral exploration and mining industry is highly competitive and there is no
assurance that we will be successful.




The
mineral exploration and mining industry is intensely competitive, and we compete
with other companies that have greater resources. Many of these companies not
only explore for and produce mineral, but also market mineral and other products
on a regional, national or worldwide basis. These companies may be able to pay
more for productive mineral properties and exploratory prospects or define,
evaluate, bid for and purchase a greater number of properties and prospects than
our financial or human resources permit. In addition, these companies may have a
greater ability to continue exploration activities during periods of low mineral
market prices. Our larger competitors may be able to absorb the burden of
present and future foreign, federal, state, local and other laws and regulations
more easily than we can, which would adversely affect our competitive position.
Our ability to acquire additional properties and to discover productive
prospects in the future will be dependent upon our ability to evaluate and
select suitable properties and to consummate transactions in a highly
competitive environment. In addition, because we have fewer financial and human
resources than many companies in our industry, we may be at a disadvantage in
bidding for exploratory prospects and producing mineral properties.




The
marketability of certain minerals will be affected by numerous factors beyond
our control which may result in us not receiving an adequate return on invested
capital to be profitable or viable.





The
marketability of certain minerals which may be acquired or discovered by us will
be affected by numerous factors beyond our control. These factors include
macroeconomic factors, market fluctuations in commodity pricing and demand, the
proximity and capacity of natural resource markets and processing equipment,
governmental regulations, land tenure, land use, regulation concerning the
importing and exporting of mineral and environmental protection regulations. The
exact effect of these factors cannot be accurately predicted, but the
combination of these factors may result in us not receiving an adequate return
on invested capital to be profitable or viable.


24




ITEM
1. DESCRIPTION OF BUSINESS - continued




Mineral
mining operations are subject to comprehensive regulation, which may cause
substantial delays or require capital outlays in excess of those anticipated,
causing an adverse effect on our business operations.





If
economic quantities of mineral is found by us in sufficient quantities to
warrant mining operations, such mining operations are subject to foreign,
federal, state, and local laws relating to the protection of the environment,
including laws regulating removal of natural resources from the ground and the
discharge of materials into the environment. Mineral mining operations are also
subject to foreign, federal, state, and local laws and regulations which seek to
maintain health and safety standards by regulating the design and use of mining
methods and equipment. Various permits from government bodies are required for
mining operations to be conducted; no assurance can be given that such permits
will be received. Environmental standards imposed by federal, provincial, or
local authorities may be changed and any such changes may have material adverse
effects on our activities. Moreover, compliance with such laws may cause
substantial delays or require capital outlays in excess of those anticipated,
thus resulting in an adverse effect on us. Additionally, we may be subject to
liability for pollution or other environmental damages which we may elect not to
insure against due to prohibitive premium costs and other reasons. To date we
have not been required to spend material amounts on compliance with
environmental regulations. However, we may be required to do so in future and
this may affect our ability to expand or maintain our operations.




Mineral
exploration and development and mining activities are subject to certain
environmental regulations, which may prevent or delay the commencement or
continuance of our operations.





Mineral
exploration and development and future potential mineral mining operations are
or will be subject to stringent federal, state, provincial, and local laws and
regulations relating to improving or maintaining environmental quality. Our
global operations are also subject to many environmental protection laws.
Environmental laws often require parties to pay for remedial action or to pay
damages regardless of fault. Environmental laws also often impose liability with
respect to divested or terminated operations, even if the operations were
terminated or divested of many years ago.





Future
potential mineral mining operations and current exploration activities are or
will be subject to extensive laws and regulations governing prospecting,
development, production, exports, taxes, labor standards, occupational health,
waste disposal, protection and remediation of the environment, protection of
endangered and protected species, mine safety, toxic substances and other
matters. Mineral mining is also subject to risks and liabilities associated with
pollution of the environment and disposal of waste products occurring as a
result of mineral exploration and production. Compliance with these laws and
regulations will impose substantial costs on us and will subject us to
significant potential liabilities.


25




ITEM
1. DESCRIPTION OF BUSINESS - continued




If
we are unable to maintain our mineral property interests, then our business will
fail.





We own an
unpatented prospect lease which constitutes a disposition of land granted under
the Placer Mining Act
(Yukon Territory, Canada).  The prospect lease cannot be mined but can
be staked into claim, if kept in good standing.  It is issued for one
year and can be renewed twice.  Accordingly, the lease may be held for
a maximum of three years.  Testing work must be performed and filed
pursuant a prospecting program meeting certain minimal requirements under the
Placer Mining Act no
later than the anniversary date of the lease in each year.  The
prospecting program must involve at least $1,000 of work per mile, or $5,000 in
total for the property covered by our prospect lease, on an annual
basis.  If we fail to meet these requirements on a timely basis, our
prospect lease will lapse and we will be prevented from staking a lease covering
the same ground for one year.  Accordingly, you could lose all or part
of your investment in our common stock.





Costs
associated with environmental liabilities and compliance may increase with an
increase in future scale and scope of operations.





We
believe that our operations currently comply, in all material respects, with all
applicable environmental regulations. However, we are not fully insured at the
current date against possible environmental risks.




Any
change in government regulation/administrative practices may have a negative
impact on our ability to operate and our profitability.





The laws,
regulations, policies or current administrative practices of any government
body, organization or regulatory agency in any applicable jurisdiction, may be
changed, applied or interpreted in a manner which will fundamentally alter our
ability to carry on business. The actions, policies or regulations, or changes
thereto, of any government body or regulatory agency, or other special interest
groups, may have a detrimental effect on us. Any or all of these situations may
have a negative impact on our ability to operate and/or our
profitably.




We may be unable to retain key
employees or consultants or recruit additional qualified
personnel.





Our
extremely limited personnel means that we would be required to spend significant
sums of money to locate and train new employees in the event any of our
employees resign or terminate their employment with us for any reason. Due to
our limited operating history and financial resources, we are entirely dependent
on the continued service of Gerry Jardine, our President/Chief Executive
Officer, Secretary/Treasurer and Chief Financial Officer/Principal Accounting
Officer and a director. Further, we do not have key man life insurance on this
individual. We may not have the financial resources to hire a replacement if our
officer was to die. The loss of service of this employee could therefore
significantly and adversely affect our operations.









26


ITEM 1. DESCRIPTION OF
BUSINESS - continued




Our officers and directors may be
subject to conflicts of interest.




Our
officers and directors serve only part time and are subject to conflicts of
interest. Each of our executive officers and directors serves only on a part
time basis. Each devotes part of his working time to other business endeavors,
including consulting relationships with other corporate entities, and has
responsibilities to these other entities. Such conflicts include deciding how
much time to devote to our affairs, as well as what business opportunities
should be presented to us. Because of these relationships, our officers and
directors may be subject to conflicts of interest.




Nevada
law and our articles of incorporation may protect our directors from certain
types of lawsuits.





Nevada
law provides that our officers and directors will not be liable to us or our
stockholders for monetary damages for all but certain types of conduct as
officers and directors. Our Bylaws permit us broad indemnification powers to all
persons against all damages incurred in connection with our business to the
fullest extent provided or allowed by law. The exculpation provisions may have
the effect of preventing stockholders from recovering damages against our
officers and directors caused by their negligence, poor judgment or other
circumstances. The indemnification provisions may require us to use our limited
assets to defend our officers and directors against claims, including claims
arising out of their negligence, poor judgment, or other
circumstances.





Risks
Related to Our Common Stock





Sales
of a substantial number of shares of our common stock into the public market by
certain stockholders may result in significant downward pressure on the price of
our common stock and could affect your ability to realize the current trading
price of our common stock.





Sales of
a substantial number of shares of our common stock in the public market by
certain stockholders could cause a reduction in the market price of our common
stock. As of the date of this Annual Report, we have 72,755,800 shares of common
stock issued and outstanding. Of the total number of issued and outstanding
shares of common stock, certain stockholders are able to resell up to 3,760,000
pre-Forward Stock Split (75,200,000 post-Forward Stock Split) shares of our
common stock pursuant to the Registration Statement declared effective on August
4, 2006 and are available for immediate resale which could have an adverse
effect on the price of our common stock.





As of the
date of this Annual Report, there are 34,755,800 outstanding shares of our
common stock that are restricted securities as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”). Although
the Securities Act and Rule 144 place certain prohibitions on the sale of
restricted securities, restricted securities may be sold into the public market
under certain conditions. See “Item 5. Market for Common Equity and Related
Stockholder Matters.”





Any
significant downward pressure on the price of our common stock as the selling
stockholders sell their shares of our common stock could encourage short sales
by the selling stockholders or others. Any such short sales could place further
downward pressure on the price of our common stock.


27


ITEM
1. DESCRIPTION OF BUSINESS - continued


The
trading price of our common stock on the OTC Bulletin Board will fluctuate
significantly and stockholders may have difficulty reselling their
shares.





As of the
date of this Annual Report, our common stock trades on the Over-the-Counter
Bulletin Board. There is a volatility associated with Bulletin Board securities
in general and the value of your investment could decline due to the impact of
any of the following factors upon the market price of our common stock: (i)
disappointing results from our discovery or development efforts; (ii) failure to
meet our revenue or profit goals or operating budget; (iii) decline in demand
for our common stock; (iv) downward revisions in securities analysts' estimates
or changes in general market conditions; (v) technological innovations by
competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.





In
addition, stock markets have experienced price and volume fluctuations and the
market prices of securities have been highly volatile. These fluctuations are
often unrelated to operating performance and may adversely affect the market
price of our common stock. As a result, investors may be unable to sell their
shares at a fair price and you may lose all or part of your
investment.





Additional
issuance of equity securities may result in dilution to our existing
stockholders.





Our
Articles of Incorporation authorize the issuance of 2,000,000,000 shares of
common stock. Common stock is our only authorized class of stock. The board of
directors has the authority to issue additional shares of our capital stock to
provide additional financing in the future and the issuance of any such shares
may result in a reduction of the book value or market price of the outstanding
shares of our common stock. If we do issue any such additional shares, such
issuance also will cause a reduction in the proportionate ownership and voting
power of all other stockholders. As a result of such dilution, your
proportionate ownership interest and voting power will be decreased accordingly.
Further, any such issuance could result in a change of control.





Our
common stock is classified as a “penny stock” under SEC rules which limits the
market for our common stock.





The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in "penny stocks." Penny stocks generally are equity securities
with a price of less than $5.00 (other than securities registered on certain
national securities exchanges or quoted on the NASDAQ system, provided that
current price and volume information with respect to transactions in such
securities is provided by the exchange or system). Penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
those rules, to deliver a standardized risk disclosure document prepared by the
SEC, which specifies information about penny stocks and the nature and
significance of risks of the penny stock market. A broker-dealer must also
provide the customer with bid and offer quotations for the penny stock, the
compensation of the broker-dealer, and sales person in the transaction, and
monthly account statements indicating the market value of each penny stock held
in the customer's account. In addition, the penny stock rules require that,
prior to a transaction in a penny stock not otherwise exempt from those rules,
the broker dealer must make a special written determination that the penny stock
is a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction. These disclosure requirements may have the effect
of reducing the trading activity in the secondary market for stock that becomes
subject to those penny stock rules. If a trading market for our common stock
develops, our common stock will probably become subject to the penny stock
rules, and shareholders may have difficulty in selling their
shares.


28




ITEM
1. DESCRIPTION OF BUSINESS - continued


A
majority of our directors and officers are outside the United States, with the
result that it may be difficult for investors to enforce within the United
States any judgments obtained against us or any of our directors or
officers.





A
majority of our directors and officers are nationals and/or residents of
countries other than the United States, and all or a substantial portion of such
persons' assets are located outside the United States. As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States or Canada any judgments obtained
against us or our officers or directors, including judgments predicated upon the
civil liability provisions of the securities laws of the United States or any
state thereof. Consequently, you may be effectively prevented from pursuing
remedies under U.S. federal securities laws against them. In addition, investors
may not be able to commence an action in a Canadian court predicated upon the
civil liability provisions of the securities laws of the United
States.





ITEM
2. DESCRIPTION OF PROPERY





We lease
our principal office space located at 1100 Hamilton Street, Suite 306, British
Columbia, Canada V6B 2S2. This office space is for the conduct of our business
operations and is provided at nominal cost. The office and services related
thereto may be cancelled at any time with a thirty day notice.





ITEM
3. LEGAL PROCEEDINGS





Management
is not aware of any legal proceedings contemplated by any governmental authority
or any other party involving us or our properties. As of the date of this Annual
Report, no director, officer or affiliate is (i) a party adverse to us in any
legal proceeding, or (ii) has an adverse interest to us in any legal
proceedings. Management is not aware of any other legal proceedings pending or
that have been threatened against us or our properties.





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





During
fiscal year ended March 31, 2008, no matters were submitted to our stockholders
for approval.








29


PART
II





ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES





MARKET
FOR COMMON EQUITY





Shares of
our common stock commenced trading on the OTC Bulletin Board under the symbol
“SRCN:OB” on approximately December 2007. The market for our common stock is
limited, and can be volatile. The following table sets forth the high and low
bid prices relating to our common stock on a quarterly basis for the periods
indicated as quoted by the NASDAQ stock market. These quotations reflect
inter-dealer prices without retail mark-up, mark-down, or commissions, and may
not reflect actual transactions. As of the date of this Annual Report, there has
been approximately one trade in our shares at $1.80 per share.




Month
      Ended
            High
      Bid
            Low
      BidDecember
      31, 2007
            $1.80.
            $1.80March
      31, 2008
            $1.80
            $1.80





As of
June 23, 2008, we had 73 shareholders of record, which does not include
shareholders whose shares are held in street or nominee names.





DIVIDEND
POLICY





No
dividends have ever been declared by the Board of Directors on our common stock.
Our losses do not currently indicate the ability to pay any cash dividends, and
we do not indicate the intention of paying cash dividends either on our common
stock in the foreseeable future.





FORWARD
STOCK SPLITS





August
2007 Forward Stock Split





On August
8, 2007, our Board of Directors pursuant to minutes of written consent in lieu
of a special meeting authorized and approved the Forward Stock Split. Each of
our shareholders holding one share of common stock was entitled to receive
an additional nineteen shares of our restricted common stock. The additional
shares of our common stock to be issued to the shareholders in accordance with
the Forward Stock Split were mailed on approximately August 10, 2007 without any
action on the part of the shareholders.





The
Forward Stock Split was effectuated based on market conditions and upon a
determination by our Board of Directors that the Forward Stock Split was in our
best interests and of the shareholders. In our judgment the Forward Stock Split
resulted in an increase in our trading float of shares of common stock available
for sale resulting in facilitation of investor liquidity and trading volume
potential. The intent of the Forward Stock Split was to increase the
marketability of our common stock.





The
Forward Stock Split was effectuated with a record date of August 8, 2007 upon
filing the appropriate documentation with NASDAQ. The Forward Stock Split was
implemented taking into account our authorized share capital and number of
issued and outstanding shares of common stock as of the Record Date. Authorized
share capital increased from 100,000,000 shares to 2,000,000,000 shares of
common stock and our total issued and outstanding common stock was increased
from 4,966,000 shares to 99,320,000 shares. The par value for our shares of
common stock remained the same at $0.001. See “Part II. Item 5. Market for
Common Equity and Related Stockholder Matters and Small Business Issuer
Purchases of Equity Securities.”


30


ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES - continued





SECURITIES
AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS





We do not
have any stock option plans. The table set forth below presents information
relating to our equity compensation plans as of the date of this Annual
Report:





Plan
      Category
            Number
      of Securities to be Issued Upon Exercise of Outstanding Options, Warrants
      and Rights
                (a)
            Weighted-Average
      Exercise Price of Outstanding Options, Warrants and Rights
                (b)
            Number
      of Securities Remaining Available for Future Issuance Under Equity
      Compensation Plans (excluding column (a))Equity
      Compensation Plans Approved by Security Holders
            -0-
            -0-
            -0-Equity
      Compensation Plans Not Approved by Security Holders
            -0-
            -0-
            -0-Warrants
            1,880,000
            $0.35
            n/a




RECENT
SALES OF UNREGISTERED SECURITIES





As of the
date of this Annual Report and during fiscal year ended March 31, 2008, to
provide capital, we sold stock in private placement offerings pursuant to
contractual agreements as set forth below.





January
2008 Private Placement Offering




Effective
January 2008, we completed a private placement offering (the “Private
Placement”) with certain non-United States residents (collectively, the
“Investors”). In accordance with the terms and provisions of the Private
Placement, we issued to the Investors an aggregate of 1,480,000 units at a per
unit price of $0.25 (the “Unit”) in our capital for aggregate proceeds of
$370,000. Each Unit was comprised of one share of restricted common stock and
one-share purchase warrant (the “Warrant”) entitling the Investor to purchase
one share of common stock at $0.35. Each Warrant is exercisable for a period of
two years from the date of issuance.




31


ITEM
5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
ISSUER PURCHASES OF EQUITY SECURITIES - continued




The Units
under the Private Placement were sold to non-United States Investors in reliance
on Regulation S promulgated under the United States Securities Act of 1933, as
amended (the “Securities Act”). The Private Placement has not been registered
under the Securities Act or under any state securities laws and may not be
offered or sold without registration with the United States Securities and
Exchange Commission or an applicable exemption from the registration
requirements. The per share price of the Units was arbitrarily determined by our
Board of Directors based upon analysis of certain factors including, but not
limited to, stage of development and exploration of properties, industry status,
investment climate, perceived investment risks, our assets and net estimated
worth. The Investors executed subscription agreements and acknowledged that the
securities to be issued have not been registered under the Securities Act, that
they understood the economic risk of an investment in the securities, and that
they had the opportunity to ask questions of and receive answers from our
management concerning any and all matters related to acquisition of the
securities.




June
2008 Private Placement Offering




Effective
June 2008, we completed a private placement offering (the “Private Placement”)
with one non-United States resident (the “Investor”). In accordance with the
terms and provisions of the Private Placement, we issued to the Investor an
aggregate of 400,000 units at a per unit price of $0.25 (the “Unit”) in our
capital for aggregate proceeds of $100,000. Each Unit was comprised of one share
of restricted common stock and one-share purchase warrant (the “Warrant”)
entitling the Investor to purchase one share of common stock at $0.35. Each
Warrant is exercisable for a period of two years from the date of
issuance.




Return
of Shares




On
approximately June 11, 2008, three of our former officers/directors returned an
aggregate of 28,444,200 shares of our restricted common stock with no
consideration paid to the shareholders. The shares were cancelled and returned
to our treasury.




ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION





The
summarized financial data set forth in the table below is derived from and
should be read in conjunction with our audited financial statements for the
period from inception (October 7, 2005) to year ended March 31, 2008, including
the notes to those financial statements which are included in this Annual
Report. The following discussion should be read in conjunction with our audited
financial statements and the related notes that appear elsewhere in this Annual
Report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include, but are not limited to
those discussed below and elsewhere in this Annual Report, particularly in the
section entitled "Risk Factors". Our audited financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles.





We are an
exploration stage company and have not generated any revenue to date. The
following table sets forth selected financial information for the periods
indicated.




32


ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION -
continued




RESULTS
OF OPERATION




Fiscal
      Years Ended March 31, 2008 and March 31, 2007
            
            
            For
      the Period from October 7, 2005 (inception) to March 31,
      20082008
            
            
            2007Expenses
            
            
            -
            
            
            
            -
            
            
            
            -Depreciation
      and amortization
            
            $
            92
            
            
            $
            138
            
            
            $
            230Consulting
            
            
            61,799
            
            
            
            1,000
            
            
            
            62,799Legal
            
            
            37,286
            
            
            
            63,344
            
            
            
            104,542Management
      Fees
            
            
            3,000
            
            
            
            12,000
            
            
            
            15,000Mineral
      Property Costs
            
            
            84,870
            
            
            
            15,616
            
            
            
            100,786Office
      and Administration
            
            
            20,973
            
            
            
            18,659
            
            
            
            42,000Professional
      Services
            
            
            13,077
            
            
            
            16,560
            
            
            
            35,337Loss
      from Operation
            
            $
            (221,097
            )
            
            $
            (127,317
            )
            
            $
            (360,694
            )Settlement
      ofDebt
            
            
            8,593
            
            
            
            -0-
            
            
            
            8,593Net
      Loss
            
            $
            (212,504
            )
            
            $
            (127,317
            )
            
            $
            (352,101
            )





We have
incurred recurring losses to date. Our financial statements have been prepared
assuming that we will continue as a going concern and, accordingly, do not
include adjustments relating to the recoverability and realization of assets and
classification of liabilities that might be necessary should we be unable to
continue in operation.





We expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.





Fiscal
Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31,
2007.





Our loss
from operations for fiscal year ended March 31, 2008 was ($221,097) compared to
loss from operations of ($127,317) during fiscal year ended March 31, 2007 (an
increase of $93,780). During fiscal years ended March 31, 2008 and March 31,
2007, we did not generate any revenue.


33


ITEM 6. MANAGEMENT’S DISCUSSION AND
ANALYSIS AND PLAN OF OPERATION - continued




During
fiscal year ended March 31, 2008, we incurred expenses of $221,097 compared to
$127,317 incurred during fiscal year ended March 31, 2007 (an increase of
$93,780). These expenses incurred during fiscal year ended March 31, 2008
consisted of: (i) depreciation and amortization  of $92 (2007: $138);
(ii) consulting of $61,799 (2007: $1,000); (iii) legal of $37,286 (2007:
$63,344); (iv) management fees of $3,000 (2007: $12,000); (v) mineral property
costs of $84,870 (2007: $15,616); (vi) office and administration of $20,973
(2007: $18,659); and (vii) professional services of $13,077 (2007:
$16,560).





During
fiscal year ended March 31, 2008, we also recorded settlement of debt in the
amount of $8,593, which was off-set against our loss from operations thus
resulting in a net loss of ($212,504) compared to a net loss of ($127,317)
during fiscal year ended March 31, 2007.





Expenses
incurred during fiscal year ended March 31, 2008 compared to fiscal year ended
March 31, 2007 increased primarily due to the increase in mineral property costs
and consulting relating to the increased scale and scope of business operations
based on the acquisition of our interest in the properties in Montana and Idaho
and British Columbia. General and administrative expenses generally include
corporate overhead, financial and administrative contracted services, marketing,
and consulting costs.





Our net
loss during fiscal year ended March 31, 2008 was ($212,504) compared to a net
less of ($127,317) during fiscal year ended March 31, 2007. The weighted average
number of shares outstanding was 99,791,694 for fiscal year ended March 31, 2008
(as increased in accordance with the Forward Stock Split) compared to 97,012,040
for fiscal year ended March 31, 2007.





LIQUIDITY
AND CAPITAL RESOURCES





Fiscal
Year Ended March 31, 2008





As at
fiscal year ended March 31, 2008, our current assets were $151,311 and our
current liabilities were $60,636, which resulted in a working capital surplus of
$90,675. As at fiscal year ended March 31, 2008, current assets were comprised
of $148,254 in cash and cash equivalents and $3,057 in receivables. As at fiscal
year ended March 31, 2008, current liabilities were comprised of $48,619 in
accounts payable and accrued liabilities and $12,017 due to related
party.





As at
fiscal year ended March 31, 2008, our total assets were $176,453 comprised of:
(i) current assets of $151,311; (ii) valuation of mining properties of $24,144;
and (iii) equipment, net of depreciation, of $996. The increase in total assets
during fiscal year ended March 31, 2008 from fiscal year ended March 31, 2007
was primarily due to the increase in cash and cash equivalents.





As at
fiscal year ended March 31, 2008, our total liabilities were $60,636 comprised
entirely of current liabilities. The increase in liabilities during fiscal year
ended March 31, 2008 from fiscal year ended March 31, 2007 was primarily due to
the increase in accounts payable and accrued liabilities and amounts due to
related parties. See “ – Material Commitments.”





Stockholders’
equity (deficit) increased from ($38,297) for fiscal year ended March 31, 2007
to $115,817 for fiscal year ended March 31, 2008.


34


ITEM
6. MANAGEMENT’S DISCUSSION AND ANALYSIS AND PLAN OF OPERATION -
continued




Cash
Flows from Operating Activities





We have
not generated positive cash flows from operating activities. For fiscal year
ended March 31, 2008, net cash flows used in operating activities was ($206,361)
consisting primarily of a net loss of ($212,504). For fiscal year ended March
31, 2007, net cash flows used in operating activities was ($102,938) consisting
primarily of a net loss of ($127,317). During fiscal year ended March 31, 2008,
net cash flows used in operating activities was adjusted by items not requiring
the use of cash for settlement of debt in the amount of ($8,593) (2007: $-0-)
and depreciation in the amount of $92 (2007: $138). Net cash flows used in
operating activities was further changed by ($3,057) (2007: $-0-) for
receivables and $17,701 (2007: $24,241) for accounts payable and accrued
liabilities.





Cash
Flows from Investing Activities





For
fiscal year ended March 31, 2008, net cash flows used in investing activities
was ($24,144) consisting of acquisition of mineral properties.  For
fiscal year ended March 31, 2007, net cash flows used in investing activities
was ($1,228) for acquisition of office equipment.





Cash
Flows from Financing Activities





We have
financed our operations primarily from either advancements or the issuance of
equity and debt instruments. For fiscal year ended March 31, 2008, net cash
flows provided from financing activities was $378,635 compared to $32,593 for
fiscal year ended March 31, 2007. Cash flows from financing activities for
fiscal year ended March 31, 2008 consisted primarily of $366,618 (2007: $24,000)
in proceeds from sale of stock issued for cash and $12,017 (2007: $8,593) due to
related party.





We expect
that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities and debt
instruments. Our working capital requirements are expected to increase in line
with the growth of our business.





PLAN
OF OPERATION AND FUNDING





Existing
working capital, further advances and debt instruments, and anticipated cash
flow are expected to be adequate to fund our operations over the next six
months. We have no lines of credit or other bank financing arrangements.
Generally, we have financed operations to date through the proceeds of the
private placement of equity and debt instruments. In connection with our
business plan, management anticipates additional increases in operating expenses
and capital expenditures relating to: (i) oil and gas operating properties; (ii)
possible drilling initiatives on current properties and future properties; and
(iii) future property acquisitions. We intend to finance these expenses with
further issuances of securities, and debt issuances. Thereafter, we expect we
will need to raise additional capital and generate revenues to meet long-term
operating requirements. Additional issuances of equity or convertible debt
securities will result in dilution to our current shareholders. Further, such
securities might have rights, preferences or privileges senior to our common
stock. Additional financing may not be available upon acceptable terms, or at
all. If adequate funds are not available or are not available on acceptable
terms, we may not be able to take advantage of prospective new business
endeavors or opportunities, which could significantly and materially restrict
our business operations.


35


ITEM 6. MANAGEMENT’S DISCUSSION AND
ANALYSIS AND PLAN OF OPERATION - continued





Plan
of Operations




Our plan
of operations for the next twelve months is to complete the following objectives
within the time periods specified, subject to our obtaining the funding
necessary for the continued exploration of our Sydney Creek Property Placer
Property:





Phase One
Exploration.We
plan to conduct phase one of our recommended exploration program on our prospect
lease. Phase one will consist of reconnaissance geomorphology to assess the
amount of placer material involved and a detailed placer pit testing program to
define targets for further work, and is estimated to cost up to
$20,000.  We expect to commence this first phase of our exploration
program by the summer of 2008, weather permitting, depending on the availability
of personnel and equipment.  Phase one is expected to take
approximately three weeks to complete.  We anticipate that we will
have to raise additional funding in order to complete the phase one work
program.





Phase Two
Exploration.If
warranted by the results of phase one, we intend to proceed with phase two of a
recommended exploration program.  At present we estimate that a phase
two program would cost approximately $60,000.  If we complete phase
two, our Board of Directors will make a determination whether to proceed with
the third phase of the recommended work program, which is currently estimated to
cost approximately $70,000.





We
anticipate expenditures as follows during the remainder of 2008 for further due
diligence and if applicable, exploration and development of its Elkhorn, Ramey
Creek, and Roaring River properties subject to the availability of adequate
funding yet to be obtained.





Elkhorn
      Property
            
            2008
              Budgeted
              ExpenseLand
      acquisition and maintenance
            
            $
            30,000Personnel
      and travel
            
            
            100,000Consultants
            
            
            30,000Drilling
      5,000 feet at 60 foot (4 DDH)
            
            
            300,000Road
      and drillsite preparations
            
            
            20,000Engineering,
      surveying
            
            
            15,000Assaying
      (500 samples at 50 foot intervals)
            
            
            25,000Contingency
      and unallocated
            
            
            78,000Elkhorn
      Property Total:
            
            
            598,000




Ramey
      Creek Property
            
            2008
              Budgeted
              ExpenseTechnical
      expenditures
            
            $
            150,000General
            
            
            5,000Contingency
      and unallocated
            
            
            15,500Ramey
      Creek Property Total
            
            
            170,500




Roaring
      River Property
            
            2008
              Budgeted
              ExpenseTechnical
      expenditures
            
            $
            25,000General
            
            
            7,500Contingency
      and unallocated
            
            
            3,250Roaring
      River Property Total
            
            
            35,750





We will
have to raise additional funding in order to conduct any such phase two work
programs outlined above and budgeted expenditures relating to the Elkhorn, Ramey
Creek, and Roaring River properties as well as ongoing general and
administrative expenses and those required costs related to the Property
relating to the Agreement.





We
estimate that our total expenditures over the next twelve months will be
approximately $1,525,000 to $1,650,000. This estimate does not take into account
estimated expenditures with respect to phases two and three of our exploration
program, as these phases are contingent on the results of phase one as well as
our receipt of sufficient financing. Other possible future acquisition targets
are also unbudgeted.




Advances
and further private placements are expected to be adequate to fund our
operations over the next six months. However, we will require financing to
enable us to complete phase one of our exploration program, to pay for our
general and administrative expenses for the next 12 months, and due diligence
and required costs related to the Property relating to the Agreement. In
addition, our ability to complete phases two and three of the recommended work
program will be subject to us obtaining additional financing.




During
the twelve month period following the date of this Annual Report, we anticipate
that we will not generate any revenue. Accordingly, we anticipate that we will
be required to obtain financing in order to complete our plan of operations
during the next twelve months. We believe that debt financing will not be an
alternative for us as we do not have tangible assets to secure any debt
financing. We anticipate that additional funding will be in the form of equity
financing from the sale of our common stock. However, we do not have any
financing arranged and we cannot provide investors with any assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund our plan of operations. In the absence of such financing, we will not be
able to continue exploration of our prospect lease and our business plan will
fail. Even if we are successful in obtaining equity financing to fund phase one
and/or phase two of our exploration program, there is no assurance that we will
obtain the funding necessary to pursue any advanced exploration of our prospect
lease following the completion of phase two. If we do not continue to obtain
financing, we will be forced to abandon our prospect lease and our plan of
operations will fail.


36


ITEM 6. MANAGEMENT’S DISCUSSION AND
ANALYSIS AND PLAN OF OPERATION - continued




We may
consider entering into a joint venture arrangement to provide the required
funding to develop the prospect lease or other properties under consideration by
management. We have not undertaken any efforts to locate a joint venture
participant for the prospect lease. Even if we determined to pursue a joint
venture participant, there is no assurance that any third party would enter into
a joint venture agreement with us in order to fund exploration of our prospect
lease. If we entered into a joint venture arrangement, we would likely have to
assign a percentage of our interest in our prospect lease to the joint venture
participant.





MATERIAL
COMMITMENTS





As of the
date of this Annual Report, and other than our obligations to be incurred under
the Agreement and the Assignment Agreement, we do not have any other material
commitments.





PURCHASE
OF SIGNIFICANT EQUIPMENT





We do not
intend to purchase any significant equipment during the next twelve
months.





OFF-BALANCE
SHEET ARRANGEMENTS





As of the
date of this Annual Report, we do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures or capital resources that
are material to investors.





GOING
CONCERN





The
independent auditors' report accompanying our March 31, 2008 and March 31, 2007
financial statements contains an explanatory paragraph expressing substantial
doubt about our ability to continue as a going concern. The financial statements
have been prepared "assuming that we will continue as a going concern," which
contemplates that we will realize our assets and satisfy our liabilities and
commitments in the ordinary course of business.





RECENT
ACCOUNTING PRONOUNCEMENTS





In March
2008, the FASB issued SFAS No. 161, Disclosures about Derivative
Instruments and Hedging Activities ("SFAS 161"). SFAS 161 is intended to
improve financial reporting about derivative instruments and hedging activities
by requiring enhanced disclosures to enable investors to better understand their
effects on an entity's financial position, financial performance, and cash
flows. SFAS 161 achieves these improvements by requiring disclosure of the fair
values of derivative instruments and their gains and losses in a tabular format.
It also provides more information about an entity's liquidity by requiring
disclosure of derivative features that are credit risk-related. Finally, it
requires cross-referencing within footnotes to enable financial statement users
to locate important information about derivative instruments. SFAS 161 will be
effective for financial statements issued for fiscal years and interim periods
beginning after November 15, 2008, will be adopted by the Company beginning in
the first quarter of 2009. The Company does not expect there to be any
significant impact of adopting SFAS 161 on its financial position, cash flows
and results of operations.


37


ITEM 6. MANAGEMENT’S DISCUSSION AND
ANALYSIS AND PLAN OF OPERATION - continued





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





In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective for the fiscal year beginning after December 15, 2008.
Management is in the process of evaluating the impact SFAS 160 will have on our
financial statements upon adoption.





In
February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115 (“SFAS No. 159”). This statement permits entities to choose to
measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings cause by measuring
related assets and liabilities differently without having to apply complex hedge
accounting provisions. This Statement is expected to expand the use of fair
value measurement, which is consistent with the Board’s long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of our first fiscal year that begins after November 15,
2007, although earlier adoption is permitted. As of February 29, 2008, we have
not adopted this statement and management has not determined the effect that
adopting this statement would have on the Company’s financial position or
results of operations.





On
December 21, 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110, (“SAB 110). SAB 110 provides guidance to issuers on
the method allowed in developing estimates of expected term of “plain vanilla”
share options in accordance with SFAS No. 123(R), “Share-Based Payment”. The
staff will continue to accept, under certain circumstances, the use of a
simplified method beyond December 31, 2007 which amends question 6 of Section
D.2 as included in SAB 107, “Valuation of Share-Based Payment Arrangements for
Public Companies”, which stated that the simplified method could not be used
beyond December 31, 2007. SAB 110 is effective January 1, 2008. The adoption of
SAB 110 should have no effect on our financial position and results of
operations.


38


ITEM
7. FINANCIAL STATEMENTS








Silica
Resources Corporation
 (An
Exploration Stage Company)
  FINANCIAL
STATEMENTS
  MARCH
31, 2008







Report of
      Independent Registered Public Accounting Firm Dated June 2, 2008.
              F-1Balance Sheets as at March 31,
      2008 and March 31,
    2007.
              F-2Statements of Operations For
      Fiscal Years Ended March 31, 2008 and March 31, 2007 and for the Period
      From October 7, 2005 (Inception) to March 31, 2008.
              F-3Statement of Changes in
      Stockholders’ Equity/(Deficiency) for the Period From October 7, 2005
      (Inception) to March 31, 2008.
              F-4Statements of Cash Flows for
      the Fiscal Years Ended March 31, 2008 and March 31, 2007 and for the
      Period From October 7, 2005 (Inception) to March 31, 2008.
              F-5Notes to Financial
      Statements.
              F-6


















39




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To the
Stockholders and Board of Directors of Silica Resources
Corporation:
 
 We have
audited the accompanying balance sheets of Silica Resources Corporation (an
exploration stage company) as of March 31, 2008 and 2007 and the statements of
operations, cash flows and stockholders’ equity for the years ended March 31,
2008 and 2007 and the period from October 7, 2005 (date of inception) through
March 31, 2008.  These financial statements are the responsibility of
the Company's management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement.  The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting. Accordingly, we express no such opinion. An audit also
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, these financial statements present fairly, in all material respects,
the financial position of Silica Resources Corporation as of March 31, 2008 and
2007 and the results of its operations and its cash flows for the years ended
March 31, 2008 and 2007, and the period from October 7, 2005 (date of inception)
through March 31, 2008 in conformity with accounting principles generally
accepted in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 1 to the
financial statements, the Company has not generated revenues since inception,
has incurred losses in developing its business, and further losses are
anticipated.  The Company requires additional funds to meet its
obligations and the costs of its operations.  These factors raise
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans in this regard are described in Note
1.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
   /s/  Dale Matheson
Carr-Hilton Labonte LLP
 
 Dale
Matheson Carr-Hilton Labonte LLP
 CHARTERED
ACCOUNTANTS
 Vancouver,
Canada
 June 2,
2008
  F-1
  Silica
Resources Corporation
 (An
Exploration Stage Company)
 Balance
Sheets
 
 
 March
      31,
                2008
                $
              
              
              March
      31,
                2007
                $ASSETSCurrent
      AssetsCash
              
              
              148,254
              
              
              
              124Receivables
      (Note 3)
              
              
              3,057
              
              
              
              -151,311
              
              
              
              124Mineral
      Properties (Note 4)
              
              
              24,144
              
              
              
              -Equipment,
      net of depreciation
              
              
              998
              
              
              
              1,090Total
      Assets
              
              
              176,453
              
              
              
              1,214LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable and accrued liabilities
              
              
              48,619
              
              
              
              30,918Due
      to related parties (Note 6)
              
              
              12,017
              
              
              
              8,593Total
      Liabilities
              
              
              60,636
              
              
              
              39,511Stockholders’
      Equity (Deficit)Capital
      stock (Note 5)
                Authorized:
      2,000,000,000 shares, $0.001 par value
                Issued
      and outstanding: 100,800,000 shares
                (March
      31, 2007 – 99,320,000 shares)
              
              
              100,800
              
              
              
              99,320Warrants
      (Note 5)
              
              
              48,532
              
              
              
              -Additional
      paid in capital
              
              
              318,586
              
              
              
              1,980Deficit
      accumulated during the exploration stage
              
              
              (352,101
              )
              
              
              (139,597
              )Total
      Stockholders’ Equity (Deficit)
              
              
              115,817
              
              
              
              (38,297
              )Total
      Liabilities and Stockholders’ Equity
              
              
              176,453
              
              
              
              1,214
 
 Contingency
(Note 1)
 Commitments
(Note 4 and 8)
 Subsequent
event (Note 9)
 
 The
accompanying notes are an integral part of these financial
statements
  F-2
  Silica
Resources Corporation
 (An
Exploration Stage Company)
 Statements
of Operations
 
 
 For
      the
                Year
                Ended
                March
      31,
              
              
              For
      the
                Year
                Ended
                March
      31,
              
              
              Accumulated
                From
                October
      7, 2005
                (Date
      of Inception)
                to
      March 31,2008
              
              
              2007
              
              
              2008$
              
              
              $
              
              
              $ExpensesDepreciation
      and Amortization
              
              
              92
              
              
              
              138
              
              
              
              230Consulting
              
              
              61,799
              
              
              
              1,000
              
              
              
              62,799Legal
              
              
              37,286
              
              
              
              63,344
              
              
              
              104,542Management
      fees (Note 6)
              
              
              3,000
              
              
              
              12,000
              
              
              
              15,000Mineral
      property costs
              
              
              84,870
              
              
              
              15,616
              
              
              
              100,786Office
      and administration
              
              
              20,973
              
              
              
              18,659
              
              
              
              42,000Professional
      services
              
              
              13,077
              
              
              
              16,560
              
              
              
              35,337Loss
      from operation
              
              
              (221,097
              )
              
              
              (127,317
              )
              
              
              (360,694
              )Settlement
      of debt (Note 6)
              
              
              8,593
              
              
              
              -
              
              
              
              8,593Net
      loss
              
              
              (212,504
              )
              
              
              (127,317
              )
              
              
              (352,101
              )Basic
      and diluted loss per share
              
              
              (0.01
              )
              
              
              (0.01
              )Weighted
      average number of shares outstanding – basic and diluted
              
              
              99,791,694
              
              
              
              97,012,040
 
 The
accompanying notes are an integral part of these financial
statements
    F-3
  Silica
Resources Corporation
 (An
Exploration Stage Company)
 Statement
of Stockholders' Equity
 October
7, 2005 (Date of Inception) to March 31, 2008
 
 Common
      SharesNumber
                
                
                Par
      Value
                
                
                Additional
                  Paid-in
      Capital
                
                
                Common
      Share Subscription
                
                
                Warrants
                
                
                Deficit
      Accumulated during the Exploration Stage
                
                
                Total$
                
                
                $
                
                
                $
                
                
                $
                
                
                $
                
                
                $Balance,
      October 7, 2005,
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Capital
      stock issued for cash:–
      February 2006 at $0.00005 per  share
                
                
                60,000,000
                
                
                
                60,000
                
                
                
                (57,000
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                3,000–
      February 2006 at $0.0025 per  share
                
                
                24,000,000
                
                
                
                24,000
                
                
                
                36,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                60,000–
      March 2006 at $0.0025 per share
                
                
                6,400,000
                
                
                
                6,400
                
                
                
                9,600
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                16,000Capital
      stock issued for mineral property:–
      March 15, 2006 at $0.0025 per share (Note 4)
                
                
                120,000
                
                
                
                120
                
                
                
                180
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                300Capital
      stock subscription
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (2,000
                )
                
                
                -
                
                
                
                -
                
                
                
                (2,000
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (12,280
                )
                
                
                (12,280
                )Balance,
      March 31, 2006
                
                
                90,520,000
                
                
                
                90,520
                
                
                
                (11,220
                )
                
                
                (2,000
                )
                
                
                -
                
                
                
                (12,280
                )
                
                
                65,020Capital
      stock issued for cash:–
      June 2006 at $0.0025 per  share
                
                
                8,000,000
                
                
                
                8,000
                
                
                
                12,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                20,000–
      September 2006 at $0.0025 per share
                
                
                800,000
                
                
                
                800
                
                
                
                1,200
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,000Capital
      stock subscription
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                2,000
                
                
                
                -
                
                
                
                -
                
                
                
                2,000Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (127,317
                )
                
                
                (127,317
                )Balance,
      March 31, 2007
                
                
                99,320,000
                
                
                
                99,320
                
                
                
                1,980
                
                
                
                -
                
                
                
                -
                
                
                
                (139,597
                )
                
                
                (38,297
                )Capital
      stock issued for cash:–
      November 2007 to January 2008 at $0.25 per share
                
                
                1,480,000
                
                
                
                1,480
                
                
                
                319,988
                
                
                
                -
                
                
                
                48,532
                
                
                
                -
                
                
                
                370,000Issue
      cost - legal
                
                
                -
                
                
                
                -
                
                
                
                (3,382
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (3,382
                )Net
      loss
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (212,504
                )
                
                
                (212,504
                )Balance,
      March 31, 2008
                
                
                100,800,000
                
                
                
                100,800
                
                
                
                318,586
                
                
                
                -
                
                
                
                48,532
                
                
                
                (352,101
                )
                
                
                115,817
 
 
 The
accompanying notes are an integral part of these financial
statements
 
 F-4
  Silica
Resources Corporation
 (An
Exploration Stage Company)
 Statements
of Cash Flows
 
 For
      the
                Year
                Ended
                March
      31,
              
              
              For
      the
                Year
                Ended
                March
      31,
              
              
              Accumulated
                From
                October
      7, 2005
                (Date
      of Inception)
                to
      March 31,2008
              
              
              2007
              
              
              2008$
              
              
              $
              
              
              $Operating
      ActivitiesNet
      loss
              
              
              (212,504
              )
              
              
              (127,317
              )
              
              
              (352,101
              )Items
      not requiring the use of cashDepreciation
              
              
              92
              
              
              
              138
              
              
              
              230Mineral
      property costs
              
              
              -
              
              
              
              -
              
              
              
              300Settlement
      of debt
              
              
              (8,593
              )
              
              
              -
              
              
              
              (8,593
              )Changes
      in operating assets and liabilitiesReceivables
              
              
              (3,057
              )
              
              
              -
              
              
              
              (3,057
              )Accounts
      payable and accrued liabilities
              
              
              17,701
              
              
              
              24,241
              
              
              
              48,619Net
      Cash Used in Operating Activities
              
              
              (206,361
              )
              
              
              (102,938
              )
              
              
              (314,602
              )Investing
      ActivitiesAcquisition
      of mineral properties
              
              
              (24,144
              )
              
              
              -
              
              
              
              (24,144
              )Acquisition
      of office equipment
              
              
              -
              
              
              
              (1,228
              )
              
              
              (1,228
              )Net
      Cash Used in Investing Activities
              
              
              (24,144
              )
              
              
              (1,228
              )
              
              
              (25,372
              )Financing
      ActivitiesProceeds
      on sale of common stock
              
              
              366,618
              
              
              
              24,000
              
              
              
              467,618Due
      to related party
              
              
              12,017
              
              
              
              8,593
              
              
              
              20,610Net
      Cash Provided by Financing Activities
              
              
              378,635
              
              
              
              32,593
              
              
              
              488,228Increase
      (Decrease) in Cash
              
              
              148,130
              
              
              
              (71,573
              )
              
              
              148,254Cash
      – Beginning of Year
              
              
              124
              
              
              
              71,697
              
              
              
              -Cash
      – End of Year
              
              
              148,254
              
              
              
              124
              
              
              
              148,254Supplemental
      Disclosures:Interest paid
              
              
              –
              
              
              
              –
              
              
              
              –Income taxes
    paid
              
              
              –
              
              
              
              –
              
              
              
              –
 
 The
accompanying notes are an integral part of these financial
statements
   F-5
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
1             Nature of Operations and
Basis of Presentation
  Silica
Resources Corporation (the "Company") was incorporated in the State of Nevada on
October 7, 2005, and is in the exploration stage. The Company has acquired a
mineral property located in the Yukon Territory, Canada, as well as certain
other properties in the United States and has not yet determined whether these
properties contain reserves that are economically recoverable. The
recoverability of costs incurred for acquisition and exploration of each
property will be dependent upon the discovery of economically recoverable
reserves, confirmation of the Company's interest in the underlying property, the
ability of the Company to obtain necessary financing to satisfy the expenditure
requirements under property agreement, completion of the development of the
property and upon future profitable production of proceeds from the sale
thereof.
  Going
Concern
  These
financial statements have been prepared on a going concern basis which assumes
that the Company will be able to realize its assets and discharge its
liabilities in the normal course of business for the foreseeable future. The
Company has working capital of $90,675 as at March 31, 2008 and has incurred
losses since inception resulting in an accumulated deficit of $352,101 as at
March 31, 2008 ($139,597 – March 31, 2007) and further losses are anticipated in
the development of its business raising doubt about the Company's ability to
continue as a going concern. These financial statements do not include any
adjustments to the amounts and classifications of assets and liabilities that
might be necessary should the Company be unable to continue as a going
concern.  The ability to continue as a going concern is dependent upon
the Company to obtain the necessary financing to meet its obligations and repay
its liabilities arising from normal business operations when they come due, and
ultimately generating profitable operations in the future. Management intends to
finance operating costs over the next twelve months with existing cash on hand
and loans from directors and private placement of common stock.
 
 Note
2             Summary of Significant
Accounting Policies
 
 Basis of
Presentation
 
 The
financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company’s year-end is March 31.
 
 Mineral
Properties
 
 The
Company has adopted recommendations from the Emerging Issues Task Force (“EITF”)
– EITF Abstract 04-2: “Whether Mineral Rights Are Tangible or Intangible
Assets”.  In accordance with the EITF, acquisition costs for mineral
rights are accounted for as tangible assets and shown as a separate component of
property, plant, and equipment.   Costs relating to exploration
and development are expensed as incurred until such time as economic reserves
are quantified.  To date, the Company has not established any proven
reserves on any of its mineral properties.
 
 Estimated
future removal and site restoration costs, when determinable are provided over
the life of proven reserves on a units-of-production basis.  Costs,
which include production equipment removal and environmental remediation, are
estimated each period by management based on current regulations, actual
expenses incurred, and technology and industry standards.  Any charge
is included in exploration expense or the provision for depletion and
depreciation during the period and the actual restoration expenditures are
charged to the accumulated provision amounts as incurred.
 
 Use of
Estimates and Assumptions
 
 The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.
  F-6
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
2             Summary
of Significant Accounting Policies - continued
  Foreign
Currency Translation
 
 In
accordance with SFAS No. 52, "Foreign Currency Translation", foreign denominated
monetary assets and liabilities are translated into their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date. Non monetary assets and liabilities are recorded at the exchange rates
prevailing at the transaction date. Revenue and expenses are translated at
average rates of exchange during the year. Exchange gains or losses resulting
from foreign currency transactions are included in results of
operations.
 
 Financial
Instruments
 
 In
accordance with the requirements of SFAS No. 107, "Disclosures about Fair Value
of Financial Instruments," the Company has determined the estimated fair value
of financial instruments using available market information and appropriate
valuation methodologies. The carrying values of cash, receivables, accounts
payable approximate their fair values due to the short-term maturity of these
instruments. The fair value of the amounts due to a related parties is not
determinable as they have no specific repayment terms.
 
 Environmental
Costs
 
 Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation,
are expensed. Liabilities are recorded when environmental assessments and/or
remedial efforts are probable, and the cost can be reasonably estimated.
Generally, the timing of these accruals coincides with the earlier of completion
of a feasibility study or the Company's commitments to plan of action based on
the then known facts.
 
 Various
federal and state mining laws and regulations require the Company to reclaim the
surface areas and restore underground water quality for its mine projects to the
pre-existing mine area average quality after the completion of
mining.  In August 2001, the FASB issued Statement of Financial
Accounting Standards (“SFAS”) No. 143, “Accounting for Asset Retirement
Obligations,” which established a uniform methodology for accounting for
estimated reclamation and abandonment costs.
 
 In March
2005, the FASB issued Interpretation 47 (“FIN 47”), “Accounting for Conditional
Asset Retirement Obligations”—an interpretation of FASB No. 143. FIN 47
clarifies that the term “conditional asset retirement obligation” as used in
SFAS No. 143 refers to a legal obligation to perform an asset retirement
activity in which the timing and/or method of settlement are conditional on a
future event that may or may not be within the control of the
entity.  The obligation to perform the asset retirement activity is
unconditional even though uncertainty exists about the timing and/or method of
settlement.  FIN 47 requires a liability to be recognized for the fair
value of a conditional asset retirement obligation if the fair value of the
liability can be reasonably estimated.
 
 Income
Taxes
 
 The
Company uses the liability method of accounting for income taxes pursuant to
SFAS No. 109 "Accounting for Income Taxes". Under the liability method of SFAS
No. 109, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to temporary differences between the financial
statements carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled.
  The
Company adopted the provisions of FASB Interpretation No. 48, Accounting
for Uncertainty in Income Taxes (“FIN 48”), on December 1, 2007. Previously, the
Company had accounted for tax contingencies in accordance with SFAS No. 5,
Accounting for Contingencies. As required by Interpretation 48, which clarifies
SFAS No. 109, Accounting for Income Taxes, the Company recognizes the
financial statement benefit of a tax position only after determining that the
relevant tax authority would more likely than not sustain the position following
an audit. For tax positions meeting this standard, the amount recognized in the
financial statements is the largest benefit that has a greater than 50 percent
likelihood of being realized upon ultimate settlement with the relevant tax
authority. At the adoption date, the Company applied Interpretation 48 to all
tax positions for which the statute of limitations remained open. The adoption
of FIN 48 did not have a material impact in the financial statements during the
year ended March 31, 2008.
  F-7
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
2             Summary
of Significant Accounting Policies -
continued
  Loss per
Share
 
 The
Company computes loss per share in accordance with SFAS No. 128, "Earnings per
Share" which requires presentation of both basic and diluted earnings per share
on the face of the statement of operations. Basic loss per share is computed by
dividing net loss available to common shareholders by the weighted average
number of outstanding common shares during the period. Diluted loss per share
gives effect to all potentially dilutive common shares outstanding during the
period including stock options and warrants, using the treasury method, and
preferred stock, using the if-converted method. Dilutive loss per share excludes
all potential common shares if their effect is anti-dilutive. As the effects of
conversion of dilutive securities is anti-dilutive, basic loss per share is
equal to diluted loss per share.
 
 Stock-based
Compensation
 
 The
Company has adopted the requirements of SFAS No. 123R for the period ending on
March 31, 2006. SFAS No. 123R requires all share-based payments to employees,
including grants of employee stock options, to be recognized in the financial
statements based on the grant date fair value of the award. Under SFAS No. 123R,
the Company must determine the appropriate fair value model to be used for
valuing share-based payments and the amortization method for compensation cost.
As at March 31, 2008, the Company has not granted any stock options and,
therefore has not recognized any stock based compensation expense.
 
 Recent
Accounting Pronouncements
 
 In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, “Disclosures about Derivative Instruments and Hedging Activities”, an
amendment of FASB Statement No. 133, which requires additional disclosures about
the objectives of the derivative instruments and hedging activities, the method
of accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective for fiscal years and interim periods beginning
after November 15, 2008.  The adoption of SFAS 161 should have no
effect on the financial position and results of operations of the
Company.
 
 In
December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations”.
SFAS 141 (Revised) establishes principles and requirements for how the acquirer
of a business recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, and any noncontrolling
interest in the acquiree. The statement also provides guidance for recognizing
and measuring the goodwill acquired in the business combination and determines
what information to disclose to enable users of the financial statements to
evaluate the nature and financial effects of the business combination. The
guidance will become effective for the fiscal year beginning after December 15,
2008. The management is in the process of evaluating the impact SFAS 141
(Revised) will have on the Company’s financial statements upon
adoption.
 
 In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements-an amendment of ARB No. 51”. SFAS 160
establishes accounting and reporting standards for the noncontrolling interest
in a subsidiary and for the deconsolidation of a subsidiary. The guidance will
become effective for the fiscal year beginning after December 15, 2008. The
management is in the process of evaluating the impact SFAS 160 will have on the
Company’s financial statements upon adoption.
 
  On
December 21, 2007, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 110, (“SAB 110). SAB 110 provides guidance to issuers on
the method allowed in developing estimates of expected term of “plain vanilla”
share options in accordance with SFAS No. 123(R), “Share-Based Payment”. The
staff will continue to accept, under certain circumstances, the use of a
simplified method beyond December 31, 2007 which amends question 6 of Section
D.2 as included in SAB 107, “Valuation of Share-Based Payment Arrangements for
Public Companies”, which stated that the simplified method could not be used
beyond December 31, 2007. SAB 110 is effective January 1, 2008. The adoption of
SAB 110 should have no effect on financial position and results of operations of
the Company.
  Note
3             Receivables
 
 The
Company had Goods and Services Tax receivable of $3,057 at March 31, 2008 (March
31, 2007 – nil).
  F-8
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
4             Mineral
Properties
  Canada
  Sydney Creek – By a
placer lease acquisition agreement (“Agreement”) dated March 15, 2006, the
Company acquired from an unrelated party (the “Vendor”) a 100% undivided right,
title and interest in and to a lease of the mineral property, known as "Sydney
Creek Property", located in the Whitehorse Mining District of the Yukon
Territory, Canada. The purchase price was paid by the issuance of 120,000
post-forward split common shares of the Company’s capital stock for a total cost
of $300. The term of the lease is one year, renewable for two additional periods
of one year each, if the Company incurs the qualifying property expenditures
required under the lease. During the fiscal year ended March 31, 2007, the
Company incurred the required expenditures and renewed the term of the lease for
an additional year.
  Subsequent
to the fiscal year ended March 31 2008, the claims expired..
  United
      States
  Mineral Property
      Acquisition Agreement
  On
January 31, 2008, the Company entered a Mineral Property Acquisition Agreement
(“Agreement”) with Major Ventures LLC, Elk Creek Corporation and Balbach
Colorado Inc. (collectively, the “Vendors”). The Vendors granted to the Company
the sole and exclusive option to acquire a 100% undivided legal, beneficial and
registerable interest in and to the following unencumbered mineral property
interests (collectively, the “Property”):
  (i)       the
Elkhorn property located in Beaverhead County, Montana, and comprising
approximately 1,777 acres;
  (ii)      the
Ramey Creek property located in Custer County, Idaho, and comprising
approximately 393 acres; and
  (iii)     the
Roaring River property located in Elmore County, Idaho, and comprising
approximately 2,707 acres;
  In order
to exercise its Option, the Company was obligated to provide the following
consideration to the Vendors in the following manner:
  Affiliate
Share Transfer:  the Company caused a founding shareholder of the
Company to sell an aggregate of 2,000,000 restricted and control and issued and
outstanding common shares to the Vendors at a purchase price of U.S. $0.001 per
share; and
  Maintenance
Payments:  the Company will pay to the Vendors behalf, all underlying
option, regulatory and governmental payments and assessment work required to
keep the mineral property interests in good standing.
  During
the year ended March 31, 2008, the Company paid $85,000 to Major Ventures LLC,
of which $4,900 was for the acquisition of mineral properties, and the remaining
was for reimbursement of property development costs which were expensed as
exploration and development.
  During
the year ended March 31, 2008, $19,244 legal fees related to the acquisition of
the properties were recorded as acquisition of mineral properties.
  On March
27, 2008 the Company has completed these requirements under the Agreement, has
exercised the Option and has thereby acquired an undivided 100% legal,
beneficial and registerable interest in and to the mineral property interests
comprising the Property.
  F-9
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
5             Capital
Stock
  On August
8, 2007, the Company affected a 20:1 forward stock split of the authorized,
issued and outstanding common stock. As a result, the authorized share capital
increased from 100,000,000 shares of common stock with a par value of $0.001 to
2,000,000,000 shares of common stock with a par value of $0.001.  All
share amounts have been retroactively adjusted for all periods
presented.
  On
November 12, 2007 through January 23, 2008, the Company issued to private
placement subscribers an aggregate of 1,480,000 units of securities at a price
of $0.25 per unit with each unit comprised of one common share and one share
purchase warrant entitling the purchaser to purchase one common share at $0.35
per share for a two year term from the date of issue for gross proceeds of
$370,000 and the Company paid $3,382 share issue costs.  The fair
value of the warrants at the dates of issue of $48,532 was estimated using the
Black-Scholes option pricing model with an expected life of 2 years, a risk free
interest rate of 3.55%, a dividend yield of 0%, and an expected volatility of
40%.
  At March
31, 2008, there were no outstanding stock options.
 
 Warrant
      transactions are summarized as
follows:
 
 Year
      ended March 31, 2008Number
      of Warrants
              Weighted
      Average Exercise Price per Share ($)
              Weighted
      Average Contractual Life Remaining (in Years)Balance,
      March 31, 2007 and 2006
              -
              -
              -Granted
      during the year
              1,480,000
              0.35
              2Balance,
      March 31, 2008
              1,480,000
              0.35
              1.83
 
 Note
6             Related Party
Transactions
  As at
March 31, 2008, the Company owed $12,017 (March 31, 2007 - $Nil) for expense
reimbursements to a director of the Company.
  During
the year ended March 31, 2008 a former President of Company has forgiven $8,593
(March 31, 2007 - $Nil) balance due to him as at March 31, 2007.
  During
the year ended March 31 2008, the Company incurred $3,000 (March 31, 2007 -
$12,000) for management fees to the Company’s former President.
  During
the year ended March 31, 2008, the Company incurred $10,000 (March 31, 2007 -
$Nil) for consulting fees to a director of the Company.
 
 The above
transactions have been in the normal course of operations and, in management’s
opinion, undertaken with the same terms and conditions as transactions with
unrelated parties.
  F-10
 
 Silica
Resources Corporation
 (An
Exploration Stage Company)
 Notes to
Financial Statements
  Note
7             Income
Taxes
  The
significant components of the Company's statutory and effective tax rate and
deferred tax assets are as follows:
  2008
              
              
              2007Net
      loss
              
              $
              (212,504
              )
              
              $
              (127,317
              )Statutory
      tax rate
              
              
              30.0
              %
              
              
              30.0
              %Effective
      tax rate
              
              
              -
              
              
              
              -Expected
      tax recovery
              
              
              63,751
              
              
              
              38,195Increase
      (decrease) resulting from:Unrecognized
      items for tax purposes
              
              
              (23,267
              )
              
              
              -Unrealized
      non-capital loss carryforward
              
              
              (40,484
              )
              
              
              (38,195
              )Net
      provision for taxes
              
              $
              -
              
              
              $
              -
  There
were no temporary differences between the Company's tax and financial bases that
result in deferred tax assets, except for the Company's net operating loss
carryforwards amounting to approximately $260,000 at March 31, 2008, which may
be available to reduce future year's taxable income. These carryforwards will
expire, if not utilized, commencing in 2026. Management believes that the
realization of the benefits from this deferred tax assets appears uncertain due
to the Company's limited operating history and continuing losses. Accordingly a
full deferred tax asset valuation allowance has been provided and no deferred
tax asset benefit has been recorded.  The significant components of
deferred income tax assets and liabilities are as follows:
 
 2007
              
              
              2006Deferred
      income tax assets:Net
      operating loss carryforward
              
              $
              77,945
              
              
              $
              41,879Valuation
      allowance
              
              
              (77,945
              )
              
              
              (41,879
              )Net
      deferred income tax asset
              
              
              –
              
              
              
              –
  Note
8             Commitments
 
 On February 1, 2008, the Company signed
a consulting and professional services agreement to provide geological,
exploration and consulting services for a daily fee of $600.  The
Agreement commences on February 1, 2008 to January 31, 2009 and to renew on a
yearly basis.
 
 On February 1, 2008, the Company signed
a consulting and professional services agreement with a director of the Company
to provide geological, exploration and consulting services for a daily fee of
$500 with a minimum of 10 days per month.  The Agreement commences on
February 1, 2008 to January 31, 2009 and to renew on a yearly
basis.
 
 Note
9          Subsequent
Event
  Ash-Wel Claims – On
May 25, 2008, the Company signed an Assigning Agreement to acquire a 100%
undivided right, title and interest in and to four claims totalling 3,377 acres
in a property known as the Ash-Wel claims in the Wells Lake area, 20 miles west
of Princeton, B.C.,Canada in the Similkameen Mining
Division.   Pursuant to the Assigning Agreement, the Company
agreed to pay all new staking and claims maintenance costs incurred for the
property, assume the obligations for a $100,000 work program by June 1, 2009,
pay $20,000 to the vendors of the property on June 1, 2009, and facilitate a
founding shareholder of the Company to sell an aggregate of 300,000 common
shares to the vendors at a purchase price of U.S. $0.001 per
share.
  F-11
  ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





Our
principal independent accountant from inception to current date is Dale Matheson
Car-Hilton and Labonte LLP, Chartered Accountants (“DMCL”), Suite 1500,
1140 West Pender, Vancouver, British Columbia, Canada V6E 4G1.  The
report of DMCL on our financial statements for fiscal years ended March 31, 2008
and March 31, 2007 did not contain an adverse opinion or disclaimer of opinion,
nor was it modified as to uncertainty, audit scope or accounting principles,
other than to state that there is substantial doubt as to our ability to
continue as a going concern.  During fiscal year ended March 31, 2008,
there were no disagreements between us and DMCL, whether or not resolved, on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which, if not resolved to the satisfaction of DMCL,
would have caused DMCL to make reference thereto in its report on our audited
financial statements.





ITEM
8A. CONTROLS AND PROCEDURES





FINANCIAL
DISCLOSURE CONTROLS AND PROCEDURES




The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over
financial reporting is a process designed under the supervision of the Company’s
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.


As of
March 31, 2008, management assessed the effectiveness of the Company’s internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such
assessments.  Based on that evaluation, they concluded that, during
the period covered by this report, such internal controls and procedures were
not effective to detect the inappropriate application of US GAAP rules as more
fully described below. This was due to deficiencies that existed in the design
or operation of our internal control over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses, and that the scale of operations did not warrant a more elaborate
system.
  The
matters involving internal controls and procedures that the Company’s management
considered to be material weaknesses under COSO and SEC rules were: (1) lack of
a functioning audit committee and lack of a majority of independent directors on
the Company's board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures; (2)
inadequate segregation of duties consistent with control objectives; (3)
insufficient written policies and procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements; and (4) ineffective controls over period end financial
disclosure and reporting processes. The aforementioned material weaknesses were
identified by the Company's Chief Financial Officer in connection with the
preparation of our financial statements as of March 31, 2008 and communicated
the matters to our management and board of directors.
  Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on the Company's financial results. However, management
believes that the lack of a functioning audit committee and lack of a majority
of independent directors on the Company's board of directors, resulting in
ineffective oversight in the establishment and monitoring of required internal
controls and procedures, can impact the Company's financial statements for the
future years.
  We are
committed to improving our financial organization. As part of this commitment,
we will create a position to segregate duties consistent with control objectives
and will increase our personnel resources and technical accounting expertise
within the accounting function when funds are available to the Company: i)
Appointing one or more outside directors to our board of directors who shall be
appointed to the audit committee of the Company resulting in a fully functioning
audit committee who will undertake the oversight in the establishment and
monitoring of required internal controls and procedures; and ii) Preparing and
implementing sufficient written policies and checklists which will set forth
procedures for accounting and financial reporting with respect to the
requirements and application of US GAAP and SEC disclosure
requirements.
  Management
believes that the appointment of one or more independent directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
functioning audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. Further,
management believes that the hiring of additional personnel who have the
technical expertise and knowledge will result proper segregation of duties and
provide more checks and balances within the department. Additional personnel
will also provide the cross training needed to support the Company if personnel
turn over issues within the department occur. This coupled with the appointment
of additional outside directors will greatly decrease any control and procedure
issues the company may encounter in the future.
  We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.
  Changes
in Internal Controls
  There
have been no changes in our internal control over financial reporting identified
in connection with the evaluation required by paragraph (d) of Rules 13a-15 or
15d-15 under the Exchange Act that occurred during the small business issuer's
last fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
  Audit
Committee





Our Board
of Directors has not established an audit committee.  The respective
role of an audit committee has been conducted by our Board of Directors. We are
contemplating establishment of an audit committee during fiscal year 2008. When
established, the audit committee's primary function will be to provide advice
with respect our financial matters and to assist our Board of Directors in
fulfilling its oversight responsibilities regarding finance, accounting, and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent and objective party to monitor our financial
reporting process and internal control system; (ii) review and appraise the
audit efforts of our independent accountants; (iii) evaluate our quarterly
financial performance as well as its compliance with laws and regulations; (iv)
oversee management's establishment and enforcement of financial policies and
business practices; and (v) provide an open avenue of communication among the
independent accountants, management and our Board of Directors.




ITEM
8A(T)





Not
applicable.





ITEM
8B. OTHER INFORMATION




Not
applicable.


40




PART
III





ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT





IDENTIFICATION
OF DIRECTORS AND EXECUTIVE OFFICERS





All of
our directors hold office until the next annual general meeting of the
shareholders or until their successors are elected and qualified. Our officers
are appointed by our board of directors and hold office until their earlier
death, retirement, resignation or removal.





Our
directors and executive officers, their ages, positions held are as
follows:





Name
            Age
            Position
      with the CompanyGerry
      Jardine
            57
            President/Chief
      Executive Officer, Secretary/Treasurer, Chief Financial Officer, Principal
      Accounting Officer and a DirectorRichard
      W. Thomssen
            75
            Vice
      President of Exploration and a DirectorPaul
      D. Brock
            44
            DirectorLee
      Borschowa
            36
            Director





Business
Experience





The
following is a brief account of the education and business experience of each
director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.




Gerry Jardinehas been our
President/Chief Executive Officer and a director since January 31, 2008 and our
Secretary/Treasurer, Chief Financial Officer and Principal Accounting Officer
since June 11, 2008. Mr. Jardine is a member of the Investor Relations team at
Sweetwater Capital. Mr. Jardine was president and chief executive officer and a
director of New Pacific Ventures from 2001 to 2006. From 1999 to 2004, he was
the secretary/treasurer and a director of Prefco Enterprises Inc., a public
Canadian construction/development company. From 1989 to 2003, Mr. Jardine was
the president and chief executive officer and a director of Truax Venture
Corporation, a Canadian public exploration company. Additionally, from 1996 to
2003, Mr. Jardine was the president of Amcan Fiscal Consultants Inc., a private
consulting company. From 1986 to 1997, Mr. Jardine was the president and chief
executive officer and a director of PowerTech Industries Inc., a Canadian public
company involved in the manufacture and sales of HVAC equipment. Over the past
twenty-three years, Mr. Jardine has also served as a director to more than half
a dozen other companies, mainly operating in resource industries.




41


ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT -
continued




Richard W. Thomssenhas been
our Vice-President of Exploration and a director since January 31, 2008. Mr.
Thomssen has been a Geological and Mineralogical Consultant for over fifty years
with projects including exploration, evaluation, feasibility and development
studies and operations throughout the United States, Canada, Mexico, New
Zealand, Australia and Brazil for a wide variety of corporate clients. The
highlights of his career include the discovery for Cyprus Mines Corporation of
the Cannivan molybdenum deposit in Montana and the Copperstone gold deposit in
Arizona. He also made considerable contributions to the exploration and
development of the Thompson Creek molybdenum deposit in Idaho. He graduated with
honors from the University of California with a B.A. in Geology in 1955. He
later attended The University of Arizona as a graduate student and was a
Visiting Research Associate in Physical Sciences at the Smithsonian Institution.
Mr. Thomssen has been honored by having a new mineral "dickthomssenite" named
for his contributions and research in the field of mineralogy and
geology.




Lee Borschowa has served as a
member of our board of directors since April 19, 2006. Mr. Borschowa is vice
president of West Karma Inc., a private real estate investment company located
in Vancouver, British Columbia. Prior to assuming his position at West Karma
Inc. in April 2006, Mr. Borschowa worked for approximately two years as a Land
Banking Consultant for Walton International Group Inc. Walton International
focuses on the purchase of undeveloped land strategically located within and in
proximity to, major North American cities, a concept known as "land banking."
Walton International currently manages over 22,000 acres of land in Calgary and
Edmonton, Alberta, the greater Golden Horseshoe area of Ontario and the greater
Phoenix area of Arizona. Mr. Borschowa's responsibilities at Walton
International include marketing and selling land under management by Walton
International, as well as working with private investors who have invested in
Walton International and their financial planners. Mr. Borschowa also has sales
and marketing experience with other large firms, including time with Rothmans,
Benson & Hedges Inc. between 2003 and 2004. He also worked with Coca-Cola
Bottling Ltd. between 1998 and 2000. Mr. Borschowa owned and managed The Stone
House Bar and Grill restaurant located in downtown Vancouver, British Columbia,
from 2000 to 2003. Mr. Borschowa is not a director or officer of any other U.S.
reporting company.




Mr. Brock has been a member of
our board of directors since May 3, 2007. He is a partner in FBP Capital Corp.,
an investment banking firm and private equity group. Mr. Brock has also been the
president of Bent International Inc., a private company engaged in International
Business and Trade consulting, from 1999 to the present. Mr. Brock is the
chairman of VendTek Systems Inc., a publicly traded company which develops
software for the electronic distribution of financial services, through its
subsidiaries VendTek Industries (Canada), VendTek Technologies (China) and
VendTek Asia Pacific (Singapore). Mr. Brock served as President of VendTek
Systems Inc. from December 1988 to June 2006. Mr. Brock is a graduate of the
British Columbia Institute of Technology's Robotics and Automation Technology
Program, a graduate of Simon Fraser University's Executive Management
Development Program and a member in good standing of the professional
association of the Applied Science Technologists of British Columbia since 1998.
In addition, Mr. Brock is a director of i-level Media Group Incorporated, Power
Air Corporation and Zoro Mining Corp., which are reporting companies under the
Exchange Act.




42


ITEM
9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE
GOVERNANCE; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT -
continued




FAMILY
RELATIONSHIPS





There are
no family relationships among our directors or officers.





INVOLVEMENT
IN CERTAIN LEGAL PROCEEDINGS





During
the past five years, none of our directors, executive officers or persons that
may be deemed promoters is or have been involved in any legal proceeding
concerning: (i) any bankruptcy petition filed by or against any business of
which such person was a general partner or executive officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a criminal proceeding or being subject to a pending criminal proceeding
(excluding traffic violations and other minor offenses); (iii) being 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 involvement in any type of business,
securities or banking activity; or (iv) being found by a court, the Securities
and Exchange 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).





COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT





Section
16(a) of the Exchange Act requires our directors and officers, and the persons
who beneficially own more than ten percent of our common stock, to file reports
of ownership and changes in ownership with the Securities and Exchange
Commission. Copies of all filed reports are required to be furnished to us
pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the
reports received by us and on the representations of the reporting persons, we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended March 31, 2008.





ITEM
10. EXECUTIVE COMPENSATION





The
following table sets forth the compensation paid to our Chief Executive Officer
and those executive officers that earned in excess of $100,000 during fiscal
year ended March 31, 2008 (the “Named Executive Officer”). Certain of our
current officers/directors are not included in the Summary Compensation Table
since their respective appointment dates occurred simultaneous with or
subsequent to fiscal year ended March 31, 2008.


43


ITEM 10. EXECUTIVE COMPENSATION -
continued




SUMMARY
COMPENSATION TABLE


Name
      and Principal Position
            Year
            Salary
              ($)
      (1)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            All
      Other Compensation
              ($)
            Total
              ($)
      (2)Jamie
      Oei, prior President/CEO
            2007/2008 (1)
            $3,000
            -0-
            -0-
            -0-
            ---
            ---
            ---
            3,000Gerry
      Jardine, current  President/CEO/CFO/PAO/Secretary and
      Treasurer
            2007/2008
      (2)
            $-0-
            -0-
            -0-
            -0-
            ---
            ---
            ---
            -0-




(1)
              Jamie
      Oei resigned as our President/Chief Executive Office effective as of
      January 31, 2008. During fiscal year ended March 31, 2008, we incurred and
      paid $3,000 in management fees to Mr.
Oei.




(2)
              Gerry
      Jardine was appointed as our President/Chief Executive Officer effective
      as of January 31, 2008 and as our Secretary/Treasurer, Chief Accounting
      Officer and Principal Accounting Officer effective as of June 11,
      2008.




STOCK
OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MARCH 31, 2008





As of the
date of this Annual Report, we do not have a stock option plan. The following
table reflects as at March 31, 2008 no stock options have been granted to the
Named Executive Officer:





OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
            STOCK
      AWARDSName
            Number
      of Securities Underlying Unexercised Options
              Exercisable
              (#)
            Number
      of Securities Underlying Unexercised Options
              Unexercisable
              (#)
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options
              (#)
            Option
      Exercise Price
              ($)
            Option
      Expiration Date
            Number
      of Shares or Units of Stock That Have Not Vested
              (#)
            Market
      Value of Shares or Units of Stock That Have Not Vested
              ($)
            Equity
      Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
      That Have Not Vested
              (#)
            Equity
      Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or
      Other Rights That Have Not Vested
              (#)Jamie
      Oei, prior President/CEO
            -0-
            -0-
            -0-
            -0-
            n/a
            -0-
            -0-
            -0-
            -0-Gerry
      Jardine, current  President/CEO
            -0-
            -0-
            -0-
            -0-
            n/a
            -0-
            -0-
            -0-
            -0-





44




ITEM 10. EXECUTIVE COMPENSATION -
continued




The
following table sets forth information relating to compensation paid to our
directors during fiscal year ended March 31, 2008:





DIRECTOR
COMPENSATION TABLE




Name
            Fees
              Earned
      or
              Paid
      in
              Cash
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Change
      in
              Pension
              Value
      and
              Nonqualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Jamie Oei(1)
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Robert Skelly(2)
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Lee
      Borschowa
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Karl Gruber(2)
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Paul
      D. Brock
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Gerry
      Jardine
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-
            -0-Richard
      Thomssen
            $10,000(3)
            -0-
            -0-
            -0-
            -0-
            -0-
            $10,000




(1)
            Mr.
      Oei resigned as a member of the Board of Directors effective January 31,
      2008.


(2)
              Messrs.
      Skelly and Gruber resigned as members of the Board of Directors effective
      June 11, 2008.


(3)
              Mr.
      Thomssen was paid $10,000 in accordance with consulting services rendered
      to us.





EMPLOYMENT
AND CONSULTING AGREEMENTS





As of the
date of this Annual Report, we have not entered into any contractual agreements
with our executive officers or directors.





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





As of the
date of this Annual Report, the following table sets forth certain information
with respect to the beneficial ownership of our common stock by each stockholder
known by us to be the beneficial owner of more than 5% of our common stock and
by each of our current directors and executive officers. Each person has sole
voting and investment power with respect to the shares of common stock, except
as otherwise indicated. Beneficial ownership consists of a direct interest in
the shares of common stock, except as otherwise indicated. As of the date of
this Annual Report, there are 72,755,800 shares of common stock issued and
outstanding.





Name and Address of
      Beneficial Owner(1)
            Amount and Nature of
      Beneficial Ownership(1)
            Percentage
      of Beneficial OwnershipDirectors
      and Officers:Agosto
      Corporation Limited
              Catherine
      E. Christopher Building
              Wickhams
      Cay 1, Road Town
              Tortola,
      British Virgin Islands
            7,073,500(2)
            9.63%Pinetree
      Capital Ltd.
              130
      King Street West
              Suite
      2500
              Toronto,
      Ontario
              Canada
      M5X 1A9
            20,176,900 (3)
            27.36%Sweetwater
      Capital Corp.
              1010 - 789 West Pender Street,
              Vancouver, B.C. V6C 1H2
            6,414,850
            8.82%West
      Peak Ventures of Canada Ltd.
              1000 - 789 West Pender Street,
              Vancouver, B.C. V6C 1H2
            4,169,225
            5.73%Gerry
      Jardine
              1100
      Hamilton Street, Suite 306
              Vancouver,
      British Columbia
              Canada
      V6B 2S2
            -0-
            0%Richard
      Thomssen
              1100
      Hamilton Street, Suite 306
              Vancouver,
      British Columbia
              Canada
      V6B 2S2
            1,000,000
            1.37%Lee
      Borschwora
              1100
      Hamilton Street, Suite 306
              Vancouver,
      British Columbia
              Canada
      V6B 2S2
            800,000
            1.10%Paul
      D. Brock
              1100
      Hamilton Street, Suite 306
              Vancouver,
      British Columbia
              Canada
      V6B 2S2
            -0-
            0%All
      executive officers and directors as a group (4 persons)
            1,800,000
            2.47%





45




ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS - continued




(1)
            Under
      Rule 13d-3, a beneficial owner of a security includes any person who,
      directly or indirectly, through any contract, arrangement, understanding,
      relationship, or otherwise has or shares: (i) voting power, which includes
      the power to vote, or to direct the voting of shares; and (ii) investment
      power, which includes the power to dispose or direct the disposition of
      shares. Certain shares may be deemed to be beneficially owned by more than
      one person (if, for example, persons share the power to vote or the power
      to dispose of the shares). In addition, shares are deemed to be
      beneficially owned by a person if the person has the right to acquire the
      shares (for example, upon exercise of an option) within 60 days of the
      date as of which the information is provided. In computing the percentage
      ownership of any person, the amount of shares outstanding is deemed to
      include the amount of shares beneficially owned by such person (and only
      such person) by reason of these acquisition rights. As a result, the
      percentage of outstanding shares of any person as shown in this table does
      not necessarily reflect the person’s actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding as of
      the date of this Annual Report. As of the date of this Annual Report,
      there are 72,755,800 shares issued and outstanding. Beneficial ownership
      amounts reflect the Forward Stock
Split.




(2)
            This
      figure includes: (i) 6,413,500 shares of common stock; and (ii) 660,000
      warrants to purchase 660,000 shares of our common stock at an exercise
      price of $0.35 per share expiring on January 22, 2010 (260,000) and June
      3, 2010 (400,000).




(3)
            This
      figure includes: (i) 18,176,900 shares of common stock held of record by
      Pinetree Capital Ltd.; (ii) 1,000,000 shares of common stock held of
      record by Pinetree Resources Partnership, of which Pinetree Capital Ltd.
      Directly owns over 90% and beneficially owns 100% of Pinetree Resources
      Partnership; and (iii) 1,000,000 warrants to purchase 1,000,000 shares of
      our
      common stock at an exercise price of $0.35 per share expiring on November
      11, 2009 held of record by Pinetree Resources
      Partnership.




CHANGES
IN CONTROL





We are
unaware of any contract, or other arrangement or provision, the operation of
which may at a subsequent date result in a change of control of our
company.





ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
INDEPENDENCE





Management
Fees





During
fiscal year ended March 31, 2008, we incurred and paid an aggregate of $3,000 to
Mr. Oei, our former President and Chief Executive Officer in management
fees.





Consulting
Fees





During
fiscal year ended March 31, 2008, we incurred and paid an aggregate of $10,000
to Mr. Thomssen, one of our directors, in consulting fees.





ITEM
13. EXHIBITS





The
following exhibits are filed as part of this Annual Report.






Exhibit
      No.
            Document3.1
            Articles of
      Incorporation (1)3.1.2
            Certificate of
      Change (2)3.2
            Bylaws
      (1)10.1
            Seed Capital
      Unit Private Placement Subscription Agreement (1)10.2
            Placer Leases
      Acquisition Agreement (1)10.3
            Mineral
      Property Acquisition Agreement (3)10.5
            Letter
      Agreement dated May 25, 2007 and Addendum to Letter Agreement dated May
      25, 2008.31.1
            Certification
      of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the
      Securities Exchange Act.31.2
            Certification
      of Chief Financial Officer Pursuant
      to Rule 13a-14(a) or 15d-14(a) ofthe
      Securities Exchange Act.32.1
            Certification
      of Chief Executive Officer and Chief
      Financial Officer Under Section 1350as
      Adopted Pursuant to Section 906 of theSarbanes-Oxley
      Act.99.1
            Report
      of Independent Registered Public Accounting Firm Dated June 2, 2008.





(1)
Incorporated by reference from Form SB-2 filed with the Securities and Exchange
Commission on July 14, 2006.





(2)
Incorporated by reference from Form 10-QSB filed with the Securities and
Exchange Commission on August 20, 2007.





(3)
Incorporated by reference from Form 8-K filed with the Securities and Exchange
Commission on January 20, 2008.






46





ITEM
14. PRINCIPAL ACCOUNTING FEES AND SERVICES




During
fiscal year ended March 31, 2008, we will incur approximately $14,000 in fees to
our principal independent accountants for professional services rendered in
connection with the audit of our financial statements for fiscal year ended
March 31, 2008.  During fiscal year ended March 31, 2008, we incurred
$8,750 for the review of our financial statements for the quarters ended June
30, 2007, September 30, 2007 and December 31, 2007.





During
fiscal year ended March 31, 2007, we incurred approximately $16,750 in fees to
our principal independent accountant for professional services rendered in
connection with the audit of our financial statements for fiscal year ended
March 31, 2007 and for the review of our financial statements for the quarters
ended June 30, 2006, September 30, 2006 and December 31, 2006.





During
fiscal year ended March 31, 2008, we will incur approximately $3,000 in
professional services rendered by our principal independent accountant for
tax-related services.





During
fiscal year ended March 31, 2007, we incurred approximately $2,000 in
professional services rendered by our principal independent accountant for
tax-related services.





SIGNATURES





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.





SILICA
      RESOURCES CORPORATIONDated:
      June 30, 2008
              By:
              /s/ GERRY
      JARDINEGerry
      Jardine, President/ChiefExecutive
      Officer


Dated:
      June 30, 2008
            By:
            /s/ GERRY
      JARDINEGerry
      Jardine, Treasurer/ChiefFinancial
      Officer/PrincipalAccounting
      Officer






47