UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





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





For the fiscal year ended April 30, 2009





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





For the transition period from _______ to __________





Commission File Number: 333-135980





NILAM RESOURCES INC.





(Exact name of registrant as specified in its charter)





Nevada
98-0487414(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)





35 Du Parc Des Erables, La rairie,


Quebec, Canada, J5R 5J2





(Address of principal executive offices)





1-514-449-5914





Issuer's telephone number








Securities registered under Section 12(b) of the Exchange Act: None


Securities registered under Section 12(g) of the Exchange Act: None





Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o





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





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.   x





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





Large accelerated filer o     Accelerated filer o        Non-accelerated filer o     Smaller
reporting company x





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act) No x





Aggregate market value of the voting stock of the registrant held by non-affiliates of the registrant at December 31, 2008 (computed by reference to the latest price at which the common equity was sold $0.05: $58,038.85





Number of common shares outstanding at 1,160,777 as of April 30, 2009.




















TABLE OF CONTENTSPART I
1Item 1. Description of Business
1Item 1A. Risk Factors
2Item 1B. Unresolved Staff Comments
3Item 2. Description of Property
3Item 3. Legal Proceedings
6Item 4. Submission of Matters to a Vote of Security Holders
6PART II
6Item 5. Market for Common Equity and Related Stockholder Matters
6Item 6. Selected Financial Data
7Item 7. Management's Discussion and Analysis and Results of Operation
7Item 7A. Quantitative and Qualitative Disclosures about Market Risk
7Item 8. Financial Statements and Supplementary Data
7Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure
22Item 9A. Controls and Procedures
22Item 9A(T). Controls and Procedures
22Item 9B. Other Information
23PART III
24Item 10. Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
24Item 11. Executive Compensation
25Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
25Item 13. Certain Relationships, Related Transactions and Director Independence
25Item 14. Principal Accountant Fees and Services
25PART IV
27Item 15. Exhibits and Financial Statement Schedules
27Exhibits
27




















i








PART I





Item 1.  Description of Business





We are an exploration stage mining company engaged in the acquisition and exploration of mineral properties with the objective of exploiting any mineral deposits we discover. The Company owns three properties in Peru respectively named the El Baron, Llipa Projects (collectively the “Peruvian claims”) and Linderos
property.  The Company has formed a wholly owned Peruvian subsidiary to hold title to these claims and any other claims which the company may acquire in the future.  There is no assurance that a commercially viable mineral deposits exist on either property.





Mineral property exploration is typically conducted in phases.  Each subsequent phase of exploration work is recommended by a geologist based on the results from the most recent phase of exploration. Although the Company has some geological information on the El Baron and Llipa properties, the Company has not yet
commenced systematic exploration on those claims. Once an exploration phase is completed, the Company will decide as to whether or not we proceed with each successive phase based upon the analysis of the results of that program. Our directors will make this decision based upon the recommendations of the geologists who oversee the exploration programs and records the results.





Our plan of operation is to conduct exploration work on the Peruvian claims in order to ascertain whether they host economic quantities of copper, gold, or other metals. There can be no assurance that an economic mineral deposit exists on the Peruvian properties until appropriate exploration work is completed.





Even if we complete our proposed exploration programs on the Peruvian properties and we are successful in identifying a mineral deposit, the Company will have to spend substantial funds on further drilling and engineering studies before knowing if the deposit is commercially viable.





The Company is actively seeking additional mineral properties and is continually evaluating other opportunities in South and Central America.  The Company is currently focused on attempting to locate a coal property for acquisition in Columbia, South America.  The Company can make no assurances that it
will be able to successfully locate any properties for acquisition or should it be able to locate a property, that it will be able to fund its acquisition.





Research and Development Expenditures





The Company has not incurred any research or development expenditures since our incorporation other than those incurred during in our development program on the Lucky Strike claim.





Subsidiaries





On or about November 23, 2007 the Company created, Nilam Resources Peru SA, a wholly owned subsidiary.  The purpose of the new subsidiary is to hold the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain, explore and develop the Company’s properties.  Nilam
Resources Peru SA, holds the Company’s material asset consisting of its rights in respect of the Llipa, El Baron and Linderos properties.





Patents and Trademarks





The Company does not own, either legally or beneficially, any patents or trademarks.






1





Reports to Security Holders





Although we are not required to deliver a copy of our annual report to our security holders, we will voluntarily send a copy of our annual report, including audited financial statements, to any registered shareholder who requests it. The Company undertook to file reports with the U.S. Securities and Exchange Commission when
our registration statement on Form SB-2 was declared effective.





Item 1A.  Risk Factors





Inherent Risks in Our Business and the Mining Industry





The search for valuable minerals as a business involves substantial risks.  The likelihood of our success and success in the mining industry must be considered in light of the substantial risks, problems, expenses, difficulties, complications and delays encountered in connection with the exploration of the mineral
properties that the Company plans to undertake. These potential problems include, but are not limited to, the inherent speculative nature of exploration of mining properties, numerous hazards including pollution, cave-ins and other hazards against which we cannot, or may elect not to, insure, burdensome government regulations and other legal uncertainties, market fluctuations relating to the minerals and metals which we seek to exploit, other unanticipated problems relating to exploration, and additional costs
and expenses that may exceed current estimates.





Compliance with Government Regulation





The Company will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the exploration of minerals in Peru.





The Company will have to sustain the cost of reclamation and environmental mediation for all exploration and development work undertaken. The amount of these costs is not known at this time as we do not know the extent of the exploration program that will be undertaken beyond completion of the currently planned work programs.  Because
there is presently no information on the size, tenor, or quality of any resource or reserves at this time, it is impossible to assess the impact of any capital expenditures on earnings or our competitive position in the event a potentially economic deposit is discovered.





If the Company enters into production, the cost of complying with permit and regulatory environment laws will be greater than in the exploration phases because the impact on the project area is greater. Permits and regulations will be required.




·
Water discharge will have to meet water standards;
 
 ·
Dust generation may have to be minimal or otherwise re-mediated;
 
 ·
Dumping of material on the surface may have to be re-contoured and re-vegetated;
 
 ·
An assessment of all material to be left on the surface will need to be environmentally benign;
 
 ·
Ground water will have to be monitored for any potential contaminants;
 
 ·
The socio-economic impact of the project will have to be evaluated and if deemed negative, will have to be re-mediated; and
 
 ·
There will likely have to be an impact report of the work on the local fauna and flora.


2





Item 1B.  Unresolved Staff Comments





None.





Item 2.  Description of Property





Mining Claims – Description, Location, Access and Mineralization





Lucky Strike Property – British Columbia, Canada





In 2006, the Company acquired a 100% undivided right, title, and interest in one mineral claim located in the Similkameen Region of British Columbia, Canada for $3,000.   The Company hired qualified consultants and engineers who completed two phases of exploration on the property.  Test results revealed
that is was unlikely that the Lucky Strike claim contained economically viable mineralization.  For that reason, the Company did not renew its rights to that claim and it expired March 13, 2008.





Llipa Claim - Peru





On November 28, 2007, the Company acquired the Llipa mineral concessions at a cost of $100,000 from MRC1 Explorations, ERIL.  The Company has paid $50,000 and owes $50,000 on a promissory note to Mr. DeMelt. The title to the Llipa claim was transferred to the Company’s wholly owned subsidiary, Nilam Resources
Peru, SA.





Immediately prior to Mr. Len DeMelt joining the Company as a Director, Mr. DeMelt was in the process of acquiring the Llipa property for his personal portfolio of mineral interests.  He had placed a $50,000 deposit toward the $100,000 sale price of the property.  Once Mr. DeMelt was appointed as a director,
he agreed to transfer the sale contract to the Llipa property to the Company and, as a term of that conveyance, the Company committed to invest in exploration on the property.  The Company paid to the seller the remaining balance of $50,000 in cash and executed a promissory note to Mr. DeMelt for the $50,000 deposit to fully acquire the Llipa mineral property.





The cash paid to the seller, MRC1 Explorations, EIRL, was raised by the sale of restricted equity securities to unrelated parties in reliance upon Regulation S under the Securities Act of 1933, as amended.  MRC1 Explorations, EIRL, the seller of the Llipa property, is not a related party.





The Llipa Project is located in the Llipa District, Ocros Province, Ancash Department approximately 380 kilometers northeast of Lima, Peru by paved and gravel roads.  The property is located within the following coordinates, UTM;





E 254,000, N 8’853,000





E 257,000, N 8’855,000





The property has access to water for both human consumption and mining operations.  Further, the nearby Quebrada Shinbacoca waters could provide a source for hydroelectric power generation.  Llipa Project property has been in production from 1988 to 1992 by Compania Minera Millotingo which have produced
approximately 1 million tons of copper ore with gold as by product. Production was abandoned for social reasons.
   3


Claim details are as follows;





Claim Name
Hectare
CodeLa Mina Prospera
133.86
01-00909-04La Prospera XXI
1000.0
01-03944-06TOTAL
1133.86





History of Llipa Claim





The Llipa property was previously owned by the Milliotingo Mining Company, a Peruvian corporation, which was controlled by the Sacarias family.  The mine was operated from approximately 1988 to 1992.  The Llipa mine, like most others in that region, was closed in 1992 due to a combination of market forces
and social reasons.  During the early 1990’s, the Túpac Amaru Revolutionary Movement, a left-wing anti-government guerrilla rebel group, (herein “terrorists”) were over running the country of Peru.  This civil unrest was occurring at the same time that international prices for precious metals were rapidly declining.   It was common practice in the Ancash mining region for the terrorists to cut the power lines, invade the mining camps and steal the explosives
for their rebellion.  In some cases, those that resisted the invasion were killed.  In the Gran Britanica Mine, located in the same region as the Llipa property, the terrorists executed the senior management of that mining company when they attempted to stop them.





Additionally, during this time of social unrest, the labor unions in the area became increasingly difficult to negotiate with.  The unions were demanding higher wages, dramatically increased security and the implementation of expensive safety procedures. Ultimately, the Sacarias family was forced to close the Llipa
mine due to the increased costs of Union demands, falling metal prices, safety concerns and to avoid the risk of terrorist invasion.





The terrorist activity in the country ended rather abruptly in 1997 after the internationally publicized incident where the terrorists held 72 people hostage in the Japanese Embassy in Lima, Peru for 126 days.  Ultimately, military commandos stormed the embassy and ended the standoff.  Most of the rebel
forces were killed or imprisoned after that event.





Today, the international community considers Peru a stable country with a robust economy.  This is evidenced by the United States Congress ratifying the US-Peru Trade Promotion Agreement in December of 2007.  The Company’s management believes that Peru’s unique history, combined with the surging
prices for gold, silver and copper creates a unique business opportunity for the Company and investors.





A recent estimate calculated over 1,000,000 metric tons of tailings on the Llipa property and the Company is studying the economic viability of the recovery and treatment of those tailings.  The Company can provide no assurance that it will discover economic mineralization on the property, or if such minerals are
discovered, that it will enter into commercial production.





El Baron Claim - Peru





On or about December 10, 2007, the Company’s wholly owned subsidiary, Nilam Resources Peru, SA, acquired the El Baron property (aka “El Baron”).  The El Baron claim was staked by Mr. Len DeMelt, the Chairman of the Board of Directors of the Company.  Mr. DeMelt transferred the claim
to the Company for no consideration.





The El Baron property is located in the San Mateo District, Huarochiri Province, Lima Department, approximately 250 kilometer east-north-east of Lima, Peru.  The property is located in the historical Central mining district along the main access road leading to Cerro de Pasco, a proven gold, silver, copper deposit
and the Doe Run smelter located in the town of La Oroya.






4





Claim details are as follows;





Claim Name
Hectare
CodeEl Baron
300
01-05511-07TOTAL
300





No prior geological evaluations have been conducted on the El Baron claim.  The Company intends to soon begin prospecting, geological mapping, collecting grab samples and hand trenching.  Prospecting is the process of evaluating the property by analyzing rocks on the property’s surface with a view
to discovering indications of potential mineralization.  Geological mapping consists of gathering chip samples and grab samples from areas on the property with the most potential to host economically significant mineralization.  Grab samples are soil samples or pieces of rock that appear to contain precious metals such as gold, or industrial metals such as copper.  All samples gathered are sent to a laboratory where they are crushed and analyzed for metal content.  Trenching
typically involves removing surface dirt and rock and gathering rock and soil samples from below the property’s surface in areas with the most potential to host economically significant mineralization.





The Company can provide no assurance that it will discover economic mineralization on the property, or if such minerals are discovered, that it will enter into commercial production.





Pativilca Claim - Peru





On January 13, 2008 the Company’s wholly owned subsidiary, Nilam Resources Peru SA, entered into a letter of intent with MC1 Exploration EIRL to purchase the Pativilca property.  Under the terms of that agreement, the Company agreed to purchase the


Pativilca property and the gold production plant on the property for $1,500,000 to be paid as follows: $250,000 at the signing of the transference of the deed(s) of mining concessions; $500,000 four months from the date of transference of the public deed(s); and $750,000 ten months from the transference of the public deed(s).  Additionally,
the Company agreed to grant MRC1 Exploration a three percent royalty from mineral production.  The Company made a $10,000 deposit toward the purchase price.





The Pativilca property (also known as “Baco project”) is located in the last western reinforcement of the western of central Andes of Peru, about 235 kilometers NNW of Lima.  The property consisted of 6 mining concessions that were a total of 2,100 hectares.  The Baco project included a fully
functioning gold production operation with cyanidation plant capable of 50 tons of ore per day.  The Company was in the process of applying for the necessary water usage and explosive permits but has since stopped that process.





Due to the recent instability of the global capital markets, the Company’s finance team was unable to raise the capital necessary to complete the acquisition of the Pativilca property.  After the close of the fiscal year but prior to filing of this report, in early June of 2008, MRC1 Exploration, EIRL, the
seller of that property, revoked the offer to sell and declared the January 13, 2008 Letter of Intent null and void.   The seller has refused to refund the initial deposit.  The seller has indicated that they may be open to further negotiations should the Company raise the capital adequate to acquire and operate the property.





Linderos Property





On February 10, 2009, the Company, through its wholly owned Peruvian subsidiary, acquired the right, title and interest in and to Linderos mining concessions, Peru.  In consideration for the property, the Company issued 20,000,000 of its common shares to purchase this property.





The property is located in the border sector of the N of the Peru in the Department of Cajamarca.






5





Item 3.  Legal Proceedings





None.





Item 4.  Submission of Matters to a Vote of Security Holders





None.








PART II





Item 5.  Market Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.





Market Information





There is a limited public market for our common shares.  Our common shares are quoted for trading on the OTC Bulletin Board under the symbol “NILA.”  The market for our stock is highly volatile.  We cannot assure you that there will be a market in the future for our common stock.  OTC
Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.





Dividend Policy





We have not declared or paid any cash dividends since inception.  We intend to retain future earnings, if any, for use in the operation and expansion of our business and do not intend to pay any cash dividends in the foreseeable future.





Recent Purchases of Equity Securities by us and our Affiliated Purchases





We have not repurchased any of our common stock and have not publicly announced repurchase plans or programs as of April 30, 2009.





Reverse Split





The Board of Directors of Nilam Resources, Inc. had determined that the number of common shares in the float is far too large given the size of the Company, which caused our Common Stock being priced at pennies per share.  The low share price has hampered the Company’s ability to acquire new mineral properties,
attract quality management and raise capital to develop our assets.  For that reason, the Board of Directors and majority of our shareholders approved a one for fifty (1 for 50) reverse stock split to reduce the number of shares of Common Stock outstanding to approximately 1,160,800 shares.  The Board of Directors is hopeful that the smaller number of shares outstanding will help the Company to develop an improved trading market and elevate the image of our Company.





Related Stockholder Matters





None.





Item 6.  Selected Financial Data





None.






6





Item 7.  Management’s Discussion and Analysis of Financial Condition and Results of Operation





We are an exploration stage company with limited operations and no revenue from our business operations.  This means there is substantial doubt that we can continue as an on going business for the next twelve months unless we obtain additional financing to fund our operations.  Our only source of cash
at this time is investments by others in our company.





Results of Operations





Lack of Revenues





We have not earned any revenues and have sustained operational losses since inception from July 11, 2005 to April 30, 2009.  We anticipate that we will not earn any revenues during the current fiscal year or in the foreseeable future, as we plan to undertake the exploration of our mineral properties.  We
may not generate significant revenues even if our future exploration program indicates that mineral deposits may exist on our mineral claims.  We anticipate that we will incur substantial losses over the next year, and our ability to earn any revenues at this time continues to be uncertain.





Expenses




Our total expenses from operations since inception from July 11, 2005 to April 30, 2009 were $904,906. The total expenses from operations increased by $140,828 to $483,077 for the year ended April, 2009 from $342,249 for the year ended April 30, 2008. The increase in total operating expenses was mainly due to our increase in management fees and consulting fees. Our consulting
fees increased $97,000 for the year ended April 30, 2009 from $23,000 for the year ended April 30, 2008. Our management fees increased $210,000 for the year ended April 30, 2009 from $0 for the year ended April 30, 2008.


Net Loss





As of April 30, 2009, we had an accumulated loss of $903,991.  In the year ended April 30, 2009, our net loss increased $140,835 from $342,249 for the year ended April 30, 2008.  The increase in loss was due to lack of revenues and increase in consulting and management fees.





Going Concern





We have not had profitable revenues from operations, and we are dependent upon obtaining financing to pursue exploration activities.  For these reasons, our auditors stated in their report hat they have substantial doubts we will be able to continue as a going concern.





Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.





Not Applicable.





Item 8.  Financial Statements and Supplementary Data





Our fiscal year end is April 30.  We will provide audited financial statements to our stockholders on an annual basis.  Our audited financial statements as of April 30, 2009 follow as pages 8 through 21.






7




NILAM RESOURCES INC.
   (AN EXPLORATION STAGE COMPANY)
  CONSOLIDATED FINANCIAL STATEMENTS
 
 April 30, 2009
  (Stated in US Dollars)
        8
  
  
 
 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the Stockholders and Board of Directors of Nilam Resources Inc.:
  We have audited the accompanying consolidated balance sheets of Nilam Resources Inc. as at April 30, 2009 and 2008 and the related consolidated statements of operations, stockholders' equity (deficiency), and cash flow for the years ended April 30, 2009 and 2008. These consolidated financial statements are the responsibility
of the company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
  We conducted our audits in accordance with the standards of the Public 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, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the company as at April 30, 2009 and 2008 and the results of its consolidated operations and its consolidated cash flows for the year then ended in conformity with generally
accepted accounting principles in the United States of America.
  The accompanying consolidated financial statements referred to above have been prepared assuming the company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the company has suffered recurring losses from operations and a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
  /s/“Cinnamon Jang Willoughby & Company”
  Chartered Accountants
  Burnaby, Canada
 July 29, 2009
   9
  NILAM RESOURCES INC.
  (AN EXPLORATION STAGE COMPANY)
  CONTENTS
  PAGE
11
CONSOLIDATED BALANCE SHEETS AS OF APRIL 30, 2009 AND APRIL 30, 2008 RESTATED (NOTE 2).PAGE
12
CONSOLIDATED STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009.PAGE
13
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005 RESTATED (NOTE 2) (INCEPTION) TO APRIL 30, 2009.PAGE
14
CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2009 AND 2008, AND FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009.
  PAGES 15 - 21 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   10
  NILAM RESOURCES INC.
 (AN EXPLORATION STAGE COMPANY)
 CONSOLIDATED BALANCE SHEET
 (STATED IN U.S. DOLLARS)
  April 30, 2009


April 30, 2008(As restated –
Note 2)ASSETSCURRENT ASSETSCash

$
79


$
13,329Accounts receivable


-



1,896Prepaid


-



25,74079



40,965Mineral properties (Note 4)


300,000



100,000TOTAL ASSETS

$
300,079


$
140,965LIABILITIES AND STOCKHOLDERS’ DEFICITCURRENT LIABILITIESAccounts payable and accrued liabilities

$
400,189


$
27,737Due to related parties (Note 7)


14,705



1,440Notes payable – related parties (Note 5)


60,338



60,338TOTAL LIABILITIES


475,232



89,515STOCKHOLDERS’ EQUITYPreferred stock, $0.001 par value, 1,000,000 shares authorized, none issued and outstanding


-



-Common stock, $0.001 par value, 345,000,000 shares authorized, 21,160,779 shares and 1,160,779 shares issued and outstanding, respectively (Note 6)


21,161



1,161Additional paid in capital (Note 6)


707,677



471,203Accumulated deficit during exploration stage


(903,991
)


(420,914
)Total stockholders’ equity


(175,153
)


51,450TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$
300,079


$
140,965
 
  Nature of Operations (Note 1)
  Approved on Behalf of the Board:
  Len DeMelt, Director




See accompanying notes to financial statements.




11


NILAM RESOURCES INC.


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENTS OF OPERATIONS


(STATED IN U.S. DOLLARS)




For the Year Ended
April 30, 2009


For the Year
Ended April 30,
2008


For the Period From
July 11, 2005
(Inception) to April
30, 2009OPERATING EXPENSESAccounting and auditing fees

$
41,564


$
36,660


$
92,705Consulting fees


120,000



23,000



179,000Exploration costs and expenses


3,397



38,505



49,102General and administrative


10,910



20,852



32,576Insurance


22,500



4,500



27,000Investor relation


16,925



38,468



55,393Listing and filing fees


4,203



2,115



11,628Legal fees


51,749



42,933



107,458Management fees


210,000



-



210,000Stock-based compensation (Note 7)


-



100,977



100,977Travel


1,829



8,609



10,437Wages


-



20,630



20,630Impairment of mineral property


-



5,000



8,000Total Operating Expenses


483,077



342,249



904,906LOSS FROM OPERATIONS


(483,077
)


(342,249
)


(904,906
)OTHER INCOME (EXPENSE)Foreign currency transaction gain


-



-



908Interest income


-



7



7Total Other (Expense)/Income


-



7



915NET LOSS AND COMPREHENSIVE LOSS

$
(483,077
)

$
(342,242
)

$
(903,991
)Basic and Diluted Loss per Common Share

$
(0.32
)

$
(0.30
)

$
(0.88
)Weighted average number of shares outstanding during the period – basic and diluted


1,489,545



1,153,892



1,024,715







See accompanying notes to financial statements.




12


NILAM RESOURCES INC.


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY


FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30, 2009


(STATED IN U.S. DOLLARS)




Preferred Stock


Common Stock


Additional
Paid-In
Capital
(As restated)


Accumulated
Deficit During
Exploration State (As restated-


Total
(As restated-Shares


Amount


Shares


Amount


Note 2)


Note 2)


Note 2)Common stock issued to founders for cash ($0.01 per share)


-


$
-



600,000


$
600


$
5,400


$
-


$
6,000Common stock issued for cash ($0.10 per share)


-



-



550,000



550



54,450



-



55,000Net loss for the period from July 11, 2005 (inception) toApril 30, 2006


-



-



-



-



-



(10,193
)


(10,193
)BALANCE, APRIL 30, 2006


-



-



1,150,000



1,150



59,850



(10,193
)


50,807-In-kind contribution of stock to officer


-



-



-



30,000



-



30,000Net loss for the year


-



-



-



-



-



(68,479
)


(68,479
)BALANCE, APRIL 30, 2007


-



-



1,150,000



1,150



89,850



(78,672
)


12,328In-kind contribution of property


-



-



-



-



5,000



-



5,000In-kind contribution of expenses


-



-



-



-



5,950



-



5,950Stock-base compensation


-



-



-



-



100,977



-



100,977Common stock issued for cash ($25 per share)


-



-



10,779



11



269,426



-



269,437Net loss for the year


-



-



-



-



-



(342,242
)


(342,242
)BALANCE, APRIL 30, 2008


-



-



1,160,779



1,161



471,203



(420,914
)


51,450Common stock issued on property acquisition


-



-



20,000,000



20,000



180,000



-



200,000In-kind contribution of expenses


-



-



-



-



56,474



-



56,474Net loss for the period


-



-



-



-



-



(483,077
)


(483,077
)BALANCE, APRIL 30, 2009


-


$
-



21,160,779


$
21,161


$
707,677


$
(903,991
)

$
(175,153
)


See accompanying notes to financial statements.  13


NILAM RESOURCES INC.


(AN EXPLORATION STAGE COMPANY)


CONSOLIDATED STATEMENTS OF CASH FLOWS


(STATED IN U.S. DOLLARS)




For the Year
Ended
April 30, 2009


For the Year
Ended
April 30, 2008


For the Period
From
July 11, 2005 (Inception)
to
April 30, 2009CASH FLOWS USED IN OPERATINGACTIVITIES:Net loss for the period

$
(483,077
)

$
(342,242
)

$
(903,295
)Adjustments to reconcile net loss to net cash used in operating activities:Impairment of mineral properties


-



5,000



5,000In-kind contribution of expenses


56,474



5,950



62,425In-kind contribution of shares


-



-



30,003Stock-based compensation


-



100,977



100,977Changes in operating assets and liabilities:Prepaid


25,740



(23,515
)


2,225Accounts receivable


1,896



(1,896
)


-Accounts payable and accrued expenses


372,453



24,813



397,266Due to related parties


13,264



1,440



14,704Net Cash Used In Operating Activities


(13,250
)


(229,473
)


(290,695
)CASH FLOWS USED IN INVESTINGACTIVITIES:Purchase of mineral rights


-



(50,000
)


(50,000
)Net Cash Used In Investing Activities


-



(50,000
)


(50,000
)CASH FLOWS FROM FINANCINGACTIVITIES:Issuance of common shares


-



269,437



330,436Notes payable – related parties


-



10,338



10,338Net Cash Provided By Financing Activities


-



279,775



340,774NET INCREASE (DECREASE) IN CASH


(13,250
)


302



79CASH AT BEGINNING OF PERIOD


13,329



13,027



-CASH AT END OF PERIOD

$
79


$
13,329


$
79







See accompanying notes to financial statements.




14


NILAM RESOURCES INC.


(AN EXPLORATION STAGE COMPANY)


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


AS OF APRIL 30, 2009




NOTE 1     NATURE OF OPERATIONS




These consolidated financial statements inclusive of the accounts of the Nilam Resources Inc. and its Peruvian subsidiary Nilam Resources Peru SAC. Nilam Resources Inc. (an exploration stage company) (the “Company”) was incorporated under the laws of the State of Nevada on July 11, 2005. The Company is a natural
resource exploration company with an objective of acquiring, exploring and if warranted and feasible, developing natural resource properties. On November 23, 2007, the Company incorporated Nilam Resources Peru SAC, in Peru, as a wholly- owned subsidiary. The purpose of the new subsidiary is to hold the Company’s Peruvian properties and to carry on such business in Peru as is necessary to maintain, explore and develop the Company’s properties. Nilam Resources Peru SAC. holds the Company’s rights
in respect of the Llippa and Linderos properties. The continuation of the Company is in the exploration stage of its mineral property development and to date has not yet established any proven mineral reserves on its existing properties. The continued operations of the Company and the recoverability of the carrying value of its assets is ultimately dependent upon the ability of the Company to achieve profitable operations.




These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive,
or raise additional debt and/or equity capital. If the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.




NOTE 2     RESTATEMENTS




(A)           As a Result of Correcting Stock Compensation Expense




These consolidated financial statements previously showed a restatement of the previously issued financial statements for the period ended April 30, 2008. This was in relation to a transfer in November 2007 of 600,000 restricted shares from two outgoing Directors to two incoming Directors. Initially, in the years of fiscal
2008 financial year no entry was recorded for this transaction. Upon further review, it was determined that the Company would record a stock-based compensation expense in accordance with Statement of Financial Accounting Standards ("FAS") No. 123R, Share Based Payments. The Company therefore increased the Additional paid in capital and the Net loss for the period by $3,000,000, being the estimated fair value of the shares transferred. However, upon further review, it was determined that no compensation expense
should have been recognized as the transfer of shares was not intended to compensate the incoming Directors for services to the Company.




(B)           As a Result of Correcting Write Off of Mineral Property




On December 10, 2007, the Company, through its wholly owed Peruvian subsidiary, entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the Llippa Project, Peru. Llippa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI. As of April 30, 2008, the Company
recorded $100,000 relating to the acquisition of the Llippa Project. During the year ending April 30, 2008, the company was unable to allocate any economic values beyond the proven and probable reserves. However, upon further review, it was determined that there was sufficient reliable information available at April 30, 2008 that established that there existed sufficient probable reserves that would allow for the property to be commercially developed. In addition, there are significant tailings on the property
that are estimated to have in excess of the $100,000 carrying value. Therefore, the $100,000 was written off in error.




15


The following presents the effect on the Company's previously issued financial statements for the year ended April 30, 2008:




PREVIOUSLY


INCREASEREPORTED


(DECREASE)


RESTATEDMineral properties

$
-


$
100,000


$
100,000Accumulated deficit duringexploration stage


520,914



(100,000
)


420,914







NOTE 3     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




(A)Basis of Presentation




The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules and regulations of the Securities and Exchange Commission.




(B)Basis of Consolidation




The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Nilam Resources Peru SAC. Intercompany accounts and transactions have been eliminated in consolidation.




(C)Use of Estimates




The preparation of financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and revenues and expenses during the period reported.
By their nature, these estimates are subject to measurement uncertainty and the effect on the financial statements of changes in such estimates in future periods could be significant. Significant areas requiring management’s estimates and assumptions are determining the fair value of transactions involving common stock, valuation and impairment losses on mineral property acquisitions and valuation of stock-based compensation.




(D)Cash and Cash Equivalents




For purposes of the cash flow statements, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.




(E)Mineral Properties




The Company is primarily engaged in the acquisition, exploration and development of mineral properties. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “WhetherMineral
Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS 144, “Accounting for Impairment or Disposal of Long Lived Assets”. The Emerging Issues Task Force issued EITF 04-3, Mining Assets: Impairment and Business Combinations requires mining companies to consider cash flows related to the economic value of mining assets (including
mineral properties and rights) beyond those assets’ proven and probable reserves, as well as anticipated market price fluctuations, when testing the mining assets for impairment in accordance with SFAS 144.


16









(F)Loss Per Share





Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” Basic loss per share includes no dilution and it`s computed by dividing loss attributable to common stockholders by the
weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution of securities that could share in the earnings (loss) of the Company. The common shares potentially issuable on conversion of outstanding warrants were not included in the calculation of weighted average number of shares outstanding because the effect would be anti-dilutive.





(G)Income Taxes





The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement 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. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.




(H)Foreign Currency Translation




The financial statements are presented in United States dollars. In accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date.
Revenue and expenses are translated at average rates of exchange during the year. Related translation adjustments are reported as a separate component of stockholders’ equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.




(I)Business Segments




The Company operates in one industry segment within two geographical areas, Canada and Peru. The mineral properties are held solely in the Peru segment.




(J)Recent Accounting Pronouncements




In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain
other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement is not expected to have a material effect on the Company's financial statements. The management did not elect fair value treatment for any assets or liabilities under SFAS 159 as of April 30, 2009.




In December 2007, the FASB issued SFAS No. 141R, Business Combinations, which is a revision of SFAS No. 141, “Business Combinations.” SFAS No. 141R will apply to all business combinations and will require most identifiable assets, liabilities, non-controlling interests, and goodwill acquired in a business
combination to be recorded at “full fair value.” At the acquisition date, SFAS No 141R will also require transaction-related costs to be expensed in the period incurred, rather than capitalizing these costs as a component of the respective purchase price. SFAS No. 141R is effective for acquisitions completed after January 1, 2009 and early adoption is prohibited. The adoption will have a significant impact on the accounting treatment for acquisitions occurring after the effective date.
  In December 2007, the Securities and Exchange Commission issued SAB 110, Certain Assumptions Used in Valuation Methods, which extends the use of the "simplified" method, under certain circumstances, in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123R. Prior to SAB
110, SAB 107 stated that the simplified method was only available for grants made up to December 31, 2007.
  In May 2008, the FASB issued Statement No. 162, The Hierarchy of Generally Accepted Accounting Principles (“SFAS 162”). FAS 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that
are presented in conformity with GAAP. SFAS 162 directs the GAAP hierarchy to the entity, not the independent auditors, as the entity is responsible for selecting accounting principles for financial statements that are presented in conformity with GAAP. SFAS 162 is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to remove the GAAP hierarchy from the auditing standards. SFAS 162 is not expected to have a material impact on our financial statements.


17





In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-an interpretation of FASB Statement No. 60.” Diversity exists in practice in accounting for financial guarantee insurance contracts by insurance enterprises under FASB Statement No. 60, “Accounting and
Reporting byInsurance Enterprises.” This results in inconsistencies in the recognition and measurement of claim liabilities. This statement requires that an insurance enterprise recognize a claim liability prior to an event of default (insured event) when there is evidence that credit deterioration has occurred in an insured financial obligation. This statement requires expanded disclosures about financial guarantee insurance contracts.
The accounting and disclosure requirements of the statement will improve the quality of information provided to users of financial statements. SFAS No. 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of SFAS No. 163 is not expected to have a material impact on the Company’s financial position.




(K)Concentration of Credit Risk




Cash includes deposits at a Canadian financial institution in US currency which is not covered by either the US FDIC limits or the Canadian CDI limits and therefore the entire cash balance of $79 is uninsured. The Company has placed its cash in a high credit quality financial institution.




(L)Fair Value of Financial Instruments




The carrying amounts on the Company’s financial instruments including cash, accounts payable and notes payable, related parties, approximate fair value due to the relatively short period to maturity for this instrument.




1)
Cash is classified as held for trading due to the liquid and short term nature of cash


2)
Accounts receivable is classified as loans and receivables as this account consists of amounts owing from independent third parties.




3)
Accounts payable and accrued liabilities and due to related parties are classified as other liabilities as this account is consist of trade amounts payable to vendors.




4)
Notes payable are classified as other liabilities as this account is consist of non-interest bearing demand notes payable with no specified maturity date.




(M) Comprehensive Income




SFAS No. 130, “Reporting Comprehensive Income” establishes standards for the reporting and display of comprehensive income and its components in the financial statements. As at April 30, 2009, no element of comprehensive income or loss was noted.




NOTE 4 MINERAL PROPERTIES




The Company is in its early stages of exploration and unable to allocate any economic values beyond the proven and probable reserves. In the absence of proven and probable reserves, acquisition costs to date are considered to be impaired and accordingly, have been written off.




Lucky Strike Property




Pursuant to a mineral property purchase and sale agreement dated March 1, 2006, the Company acquired a 100% interest in the mineral rights at the Lucky Strike Property located in the Similkameen Mining Davison, British Columbia, Canada for a purchase price of $3,000. During the year ending April 30, 2006, the company
was unable to allocate any economic values beyond the proven and probable reserves. In addition, the Company has no intention of pursuing the development of these properties. Therefore, the property is considered to be impaired and accordingly, has been written off.




Llippa Property


On December 10, 2007, the Company, through its wholly owed Peruvian subsidiary, entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the Llippa Project, Peru, for $100,000. Llippa is a mineral claim consisting of two major mining concessions, the Prospera mine and La Prospera XXI (See Note 2).





El Baron Property





On December 10, 2007, the Company, through its wholly owed Peruvian subsidiary, acquired the El Baron (a.k.a “El Varon”) mineral claim from a director of the Company, who transferred the claim to the Company for no consideration. El Varon project consists of the Tati and San Marino No.2 mining concessions,
Peru. The value of $5,000 was assigned to the property based on actual staking costs incurred by the director. During the year ending April 30, 2008, the company was unable to allocate any economic values beyond the proven and probable reserves. In addition, the Company has no intention of pursuing the development of these properties. Therefore, the property is considered to be impaired and accordingly, has been written off.




Linderos property




On February 10, 2009, the Company, through its wholly owed Peruvian subsidiary, acquired the right, title and interest in and to Linderos mining concessions, Peru. In consideration for the property, the Company issued 20,000,000 of it common shares (Note 6). The property is a subject to a 1% net smelter royalty.




18


NOTE 5 NOTES PAYABLE – RELATED PARTY
  On August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand.
  On November 6, 2007, a shareholder loaned the Company $338 to establish a bank account in Peru. There are no terms of repayment and the amount is non-interest bearing.
  On November 20, 2007, the Company issued a promissory note in the amount of $50,000 to a related party for their interest in the Llippa property. The value of the transfer occurred at fair value. This promissory note is unsecured, bears no interest and is due on demand.




NOTE 6 STOCKHOLDERS’ EQUITY




On February 28, 2006, the Company issued 600,000 shares of common stock to its founders for cash of $6,000 ($0.01 per share).




On April 28, 2006, the Company issued 550,000 shares of common stock for cash of $55,000 ($0.10 per share).




On February 26, 2007, the Board of Directors approved a 5 for 1 forward stock split for all shareholders of the Company as of March 5, 2007. All share and per share amounts have been retroactively restated to reflect this stock split.




During fiscal 2007, a former officer and director gave the President and Chief Financial Officer 30,000 shares each of the Company’s common stock. The shares were valued for financial statements purpose at a recent price of $0.5 per share or $30,000.




On November 2, 2007, 600,000 restricted shares were transferred from two outgoing Directors to two incoming Directors split evenly between the two incoming Directors. No compensation expense was recognized as the transfer of shares was not intended to compensate the incoming Directors for services to the Company.




On December 3, 2007, the Company sold 6,810 units for cash of $170,208 ($25 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $30 per share exercisable for two years. Of the 6,810 units, 4,303 units were issued to a Director.




On January 16, 2008, the Company sold 3,969 units for cash of $99,229 ($25 per unit). Each unit consists of one share of common stock and one warrant to purchase one share of common stock at $30 per share exercisable for two years. Of the 3,969 units, 394 units were issued to a Director.





During fiscal 2008, a benefit of $100,997 was assigned to 4,697 units issued to the Directors of the Company.





During fiscal 2008, the Company calculated the fair value of a Director’s fee of $5,950; and staking right contribution from another Director in the amount of $5,000, which are all reflected as an in-kind contribution of expenses.





During fiscal 2009, the Company calculated imputed interest of $4,224; fair value of a Director’s fee of $6,000; and expenses paid by a former director and offices of the Company in the amount of $46,250, which are all reflected as an in-kind contribution of expenses.




On October 10, 2008, the Board of Directors approved a 1 for 50 reverse stock split for all shareholders of the Company as of as of August 22, 2008. All share and per share amounts have been retroactively restated to reflect this stock split.




On February 10, 2009, the Company issued 20,000,000 shares of common stock on the acquisition of Linderos property.


19




Share Purchase Warrants




Number of
Warrants


Weighted Average Exercise PriceBalance, April 30, 2007


-Granted


10,777



30Balance, April 30, 2008 and April 30, 2009


10,777


$
30




As at April 30, 2009, the Company has the following warrants outstanding:




Shares
Exercise Price
Expiry Date6,810
$ 30
December 3, 20093,969
$ 30
January 16, 201010,777




NOTE 7     RELATED PARTY TRANSACTIONS




On August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand (Note 5).




On November 2, 2007, 600,000 restricted shares were transferred from two outgoing Directors to two incoming Directors split evenly between the two incoming Directors. No compensation expense was recognized as the transfer of shares was not intended to compensate the incoming Directors for services to the Company.




On November 20, 2007, the Company issued a promissory note in the amount of $50,000 to a related party. This promissory note is unsecured, bears no interest and is due on demand (Note 5).




On December 2007 and January 2008, a total of 4,697 units (Note 6) were sold to the Directors of the Company in connection with the private placement. The benefit of $100,997 was assigned to those units, computed by taking the difference between the market price per unit and the selling price per unit and multiplying
it by number of shares issued to Directors.




During the fiscal 2008, the officer loaned the Company $338. This loan is unsecured, bears no interest and is due on demand (Note 5).




During the fiscal 2008, a director of the Company transferred the title of the El Baron property to the Company’s name without consideration. The value of $5,000 was assigned to the property (Note 4).




During the year ended April 30, 2009, the Company calculated imputed interest of $4,224 on the related parties’ notes.
  During the year ended April 30, 2009, the officers of the Company incurred $14,705 for the expenses paid on behalf of the Company. As of April 30, 2009, $12,214 was owed to these officers.
 
 During the year ended April 30, 2009, the Company accrued $90,000 of management fees to the officers of the Company. As of April 30, 2009, $90,000 was owed to these officers included in accounts payable.


20


NOTE 8     DEFERRED INCOME TAXES




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




Preferred Stock


Common Stock


Additional
Paid-In
Capital
(As restated)


Accumulated
Deficit During
Exploration State (As restated-


Total
(As restated-Shares


Amount


Shares


Amount


Note 2)


Note 2)


Note 2)Common stock issued to founders for cash ($0.01 per share)


-


$
-



600,000


$
600


$
5,400


$
-


$
6,000Common stock issued for cash ($0.10 per share)


-



-



550,000



550



54,450



-



55,000Net loss for the period from July 11, 2005 (inception) to
April 30, 2006


-



-



-



-



-



(10,193
)


(10,193
)BALANCE, APRIL 30, 2006


-



-



1,150,000



1,150



59,850



(10,193
)


50,807-In-kind contribution of stock to officer


-



-



-



30,000



-



30,000Net loss for the year


-



-



-



-



-



(68,479
)


(68,479
)BALANCE, APRIL 30, 2007


-



-



1,150,000



1,150



89,850



(78,672
)


12,328In-kind contribution of property


-



-



-



-



5,000



-



5,000In-kind contribution of expenses


-



-



-



-



5,950



-



5,950Stock-base compensation


-



-



-



-



100,977



-



100,977Common stock issued for cash ($25 per share)


-



-



10,779



11



269,426



-



269,437Net loss for the year


-



-



-



-



-



(342,242
)


(342,242
)BALANCE, APRIL 30, 2008


-



-



1,160,779



1,161



471,203



(420,914
)


51,450Common stock issued on property acquisition


-



-



20,000,000



20,000



180,000



-



200,000In-kind contribution of expenses


-



-



-



-



56,474



-



56,474Net loss for the period


-



-



-



-



-



(483,077
)


(483,077
)BALANCE, APRIL 30, 2009


-


$
-



21,160,779


$
21,161


$
707,677


$
(903,991
)

$
(175,153
)




Deferred income tax assets are not recorded due to the uncertainty of their recovery. As at April 30, 2009 the Company had $805,411 (2008 - $317,423) in non-capital taxable losses for United States income tax purposes, subject to final determination by taxation authorities and expiring as follows:




2029
487,9882028
240,8362027
76,587





NOTE 9 COMPARATIVE FIGURES




Certain of the comparative figures have been classified to conform to the presentation adopted in the current period.




21








Item 9.  Changes In and Disagreements with Accountants on Accounting and Financial Disclosure.





We have had no changes in or disagreements with our accountants.  Our audited financial statements for the period ended April 30, 2009 have been included in this form 10-K in reliance upon Cinnamon Jang Willoughby & Company, Chartered Accountants, as experts in accounting and auditing.




Item 9A.  Controls and Procedures





Not Applicable.





Item 9A(T).  Control and Procedures





Conclusions of Management Regarding Effectiveness of Disclosure Controls and Procedures.





The Company’s Chief Executive Officer/President is also as the chief financial officer/principal accounting officer (the “Certifying Officer”) of the Company, and this officer is responsible for establishing and maintaining disclosure controls and procedures for the Company.  Our management has
evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 15d-15(e) as of the end of the period covered by this report.  Based on that evaluation, the management has concluded that there was a material weakness affecting our internal control over financial reporting, and as a result, our disclosure controls and procedures were not effective as of April 30, 2009.





Management’s Report on Internal Control over Financial Reporting





The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting for the company.  The Company’s internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for
external purposes in accordance with accounting principles generally accepted in the United States of America.  Internal controls over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;
and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have material effect on our financial statements would be prevented or detected on a timely basis.  Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.





We are required by the Sarbanes-Oxley Act to include an assessment of our internal control over financial reporting in our Annual Report on Form 10-KSB beginning with our filing for our fiscal year ended April 30, 2009 and attestation from an independent registered public accounting firm in our Annual Report on Form 10-K.





The management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2008 based on the criteria for effective internal control over financial reporting established in “Internal Control – Integrated Framework,” issued by the Committee
of Sponsoring Organizations (COSO) of the Treadway Commission.  In its evaluation, Management evaluated whether the Company had sufficient “preventative controls” which are controls that have the objective of preventing the occurrence of errors or fraud that could result in a misstatement of the financial statements.  In its evaluation, Management considered whether there were sufficient internal controls over financial reporting, in the context of the Company’s control environment,
financial risk assessment, internal control activities, monitoring, and communication to determine whether sufficient controls are present and functioning effectively.  Based upon this assessment, we have determined that there was a material weakness affecting our internal control over financial reporting and, as a result of that weakness, our internal control over financial reporting procedures was not effective as of April 30, 2009.  The material weakness which has been disclosed to and
reviewed with, our independent auditor, is as follows:






22





The Company initially filed a Form 10-K for the year ended April 30, 2009, without a disclosure of Management’s assessment of the effectiveness of the Company’s internal control over financial reporting as of April 30, 2009.  Such failure to disclose its report on internal control over financial reporting
impacted its conclusions regarding the effectiveness of internal controls and procedures as of the end of fiscal year 2009, with a resulting weakness.  The failure to disclose Management’s assessment became apparent to the Company, since the Company does not maintain a sufficient complement of personnel with an appropriate level of accounting  knowledge, experience and training in the application of generally accepted accounting principles commensurate with our financial reporting requirements.  Mr.
Vare Grewall, the former treasurer of the Company, had performed all financial reporting and disclosure functions, however, he resigned.  The Company intends to hire a new Chief Financial Officer.





Management’s Remediation Initiatives





The Company recognizes the importance of implementing and maintaining disclosure controls and procedures and internal controls over financial reporting and is working to implement an effective system of controls.  Management is currently evaluating avenues for mitigating our internal controls weaknesses, but mitigating
controls that are practical and cost effective based on the size, structure, and future existence of our organization.  Since the Company has not engaged in any substantive operations since the loss of the right to purchase Pativlca Mineral Property in Peru, or generated any significant revenues, the Company is limited in its options for remediation efforts.  Management, within the confines of its budgetary resources, will engage its outside accounting firm to assist with an assessment of
the Company’s internal controls over financial reporting on an on-going basis.





Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.  These inherent limitations include the realities
that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake.  The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential futu5re conditions.  Projections of any evaluation of controls effectiveness to future periods are subject to risks.  This annual report does not
include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management’s report in this annual report.





Changes in internal control over financial reporting





There have been no changes during the quarter that ended April 30, 2009 in the Company’s internal controls over financial reporting hat have materially affected, or are reasonably likely to materially affect, internal controls over financial reporting.





Audit Committee





The Company does not have an audit committee or a financial expert serving on the Board of Directors.  During the coming fiscal year the Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.





Item 9B.  Other Information





None.






23





PART III





Item 10.  Directors, Executive Officers and Corporate Governance





Directors and Officers





According to our bylaws, the authorized number of directors of the corporation shall not be less than one and may be as many as set by resolution of the Board of Directors.





Our current director and officer is:





Mr. Len De Melt is serving the Company as the Chairman of the Board of Directors, President, Treasurer and Secretary..  He has held management positions with numerous mining companies internationally and was instrumental in starting and building six mines,
including Gulf Oil's Rabbit Lake mine (uranium), Syncrude mine (oil sands), Denison Mines' Quintette (coal), Homestake's Golden Bear mine (gold), BHP's Ekati mine (diamonds) and Goldust's Croiner mine (gold).  He has served as a director of the mining companies Norsemont Resources Inc. and Vena Resources Inc..  Mr. DeMelt is an engineering technologist and a graduate of the Haileybury School of Mines.  He also holds a Bachelor of Arts degree in business and economics and a diploma
of mechanical studies from the British Columbia Institute of Technology.  Mr. DeMelt is fluent in English and Spanish.  He lives in Lima, Peru.





Term of Office





Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.





Significant Employees





The Company has no significant employees other than the executive employee described above.





No Audit Committee or Financial Expert





The Company does not have an audit committee or a financial expert serving on the Board of Directors.  The Company plans to form and implement an audit committee and hire a Chief Financial Officer who also may serve on the Board of Directors.





Code of Ethics





The Company does not have a code of ethics for our principal executive and financial officers. The Company's management intends to promote honest and ethical conduct, full and fair disclosure in our reports to the SEC, and compliance with applicable governmental laws and regulations.





Section 16(a) Beneficial Ownership Reporting Compliance





Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation
rights (other than certain cash only rights) and any changes in that ownership with the Securities and Exchange Commission.  The Company has not registered as a public company under Section 12 of the Securities Exchange Act of 1934, and therefore no reports have been filed under Section 16(a) thereunder.






24





Item 11.  Executive Compensation





The Company pays Len DeMelt a salary of $10,000 per month.  At this time, no bonus, stock awards and option awards have been paid to Len DeMelt for the period ended April 30, 2009.





Annual Compensation
Long Term CompensationAwards
Payout(s)Name and Principal Position
Year
Salary
$
Bonus
$
Stock Awards
$
Option Awards
$
Non-equity incentive plan compensation
$
Nonqualified deferred compensation earnings
$
All Other
Compensation
$
Total
$Len De Melt
2008
120,000
0
0
0
0
0
0
120,000





Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.





The following table provides the names and addresses of each person known to us that owns more than 5% of our outstanding Common Stock as of April 30, 2009, and by the officers and directors of the Company, individually and as a group.  Except as otherwise indicated, all shares are owned directly.





Amount ofTitle of Class
Name and address of beneficial owner
beneficial
Percent ofownership
classCommon Stock
Len DeMelt, Director
810 Malecon Cisneros St.
Peru, Lima, Miraflores
278,002
24%


The percent of class is based on 1,160,777shares of common stock issued and outstanding as of October 23, 2008.


Item 13.  Certain Relationships, Related Transactions, and Director Independence.





Share Transfers





On November 2, 2007, Ms. Sandy Sandhu, the Company’s Director, President, Treasurer, and Secretary, upon her resignation, transferred 15,000,000 shares of common stock to Mr. Len DeMelt the incoming Director.





On November 8, 2007, Mr. Karmjit Gill, the past president of the Company transferred 15,000,000 shares to Mr. Vare Grewal, the incoming Director, Treasurer and Secretary.






25





Note to Related Party for Mineral Claim





Prior to Mr. Len DeMelt joining the Company as a Director, Mr. DeMelt was in the process of acquiring the Llipa property for his personal portfolio of mineral interests.  He had placed a $50,000 deposit toward the $100,000 sale price of the property.  Once Mr. DeMelt was appointed as a director, he agreed
to transfer the sale contract to the Llipa property to the Company and, as a term of that conveyance, the Company committed to invest in exploration on the property.  The Company paid to the seller the remaining balance of $50,000 in cash and executed a promissory note to Mr. DeMelt for the $50,000 deposit to fully acquire the Llipa mineral property.





Assignment of Mineral Claim





During the fiscal 2008, a director of the Company transferred the title of the El Baron property to the Company’s name without consideration.  The value of $5,000 was assigned to the property.





Loans





On August 28, 2007, the Company issued a promissory note in the amount of $10,000 to a related party.  This promissory note is unsecured, bears no interest and is due on demand.





During the fiscal 2008, an officer loaned the Company $338. This loan is unsecured, bears no interest and is due on demand.





During the fiscal 2008, an officer loaned the Company $1,440. This loan is unsecured, bears no interest and is due on demand.





Assignment of Convertible Note and Issuance of Treasury Shares





On March 1, 2009, an officer of the company assigned a $60,000 convertible note.  The assigned note is unsecured and bears no interest.





On June 10, 2009, the note holders converted the note to common stock, and the company issued 20,000,000 shares of treasury shares to eight separate shareholders.





Purchase of Common Stock by Officers and Directors





On December 2007 and January 2008, a total of 234,831 units were sold to Officers and Directors of the Company in connection with a private placement.






26





Item 14. Principal Accountant Fees and Services





Audit, Audit-Related and Non-Audit Fees





The following table represents fees for the professional audit services and fees billed for other services rendered by our current auditors, Cinnamon Jang Willoughby & Company, Chartered Accountants, for the audit of our annual financial statements for the years ended June 30, 2008 and June 30, 2007 and any other fees
billed for other services rendered Cinnamon Jang Willoughby & Company, Chartered Accountants during that period.





Description of Service
Fees
(May 1, 2008
to
April 30, 2009)
($)
Fees
(July 11, 2005
(Inception)
to
April 30, 2008)
($)Audit fees
41,564
51,141Audit-related fees
-
-Tax fees
-
-lAll other fees
-l
-Total
41,564
51,141








PART IV





Item 15.  Exhibits and Financial Statement Schedules





Exhibits


Number
Description3.1
Certificate (Articles) of Incorporation as filed with the Nevada Secretary of State on July 11, 2005.3.2
Certificate of Amendment changing the number of its authorized shares of common stock from sixty-nine million (69,000,000) shares, at $0.01 par value, to three-hundred and forty-five million (345,000,000) shares of common stock at 0.001 par value and 1,000,000 shares shall be preferred stock,
each share having a par value of $0.001 filed with the Nevada Secretary of State on February 26, 2007.31.1
Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to Rule 13a-14 or 15d-14 of the Exchange Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.









27





SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.








Nilam Resources, Inc.Date: August 1, 2009
By:/s/ Len De MeltLen De MeltPresident, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and Director





Pursuant to the requirements of the Exchange Act this Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





Signature
Title
Date/s/ Len De Melt
Len De Melt
President, Chief Executive Officer, Chief Financial Officer, Acting Principal Accounting Officer,  Secretary, Treasurer and Director
August 2, 2009