UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/ Amendment No. 2





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





For the
fiscal year ended April 30, 2008





oTRANSITION 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.





(Name of
small business issuer 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, LaPrairie,


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:




Title
      of each class
            
            Name
      of each exchange on which registered





Securities
registered under Section 12(g) of the Exchange Act:





Common
Stock





(Title of
class)









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





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes xNo o





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 check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act: Yes oNo x





State
issuer's revenues for its most recent fiscal year: None.





The
aggregate market value of voting and non-voting common equity held by
non-affiliates of the registrant as of 28,788,725 shares valued at $.04, or
$1,151,549.





(ISSUERS
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS)





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





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





The
number of shares of the registrant's common stock outstanding as of July 28,
2008: 58,038,871 shares.





DOCUMENTS
INCORPORATED BY REFERENCE:





Transitional
Small Business Disclosure Format: Yes o  No x











Explanatory
Notes





This
Form 10-KSB/Amendment No. 2 has been amended to include the
following:





PART
II





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





The
Company has decreased its Operating Losses by $100,000 due to the capitalization
of the Llipa Property.  The Results of Operations have been adjusted
accordingly.





- ITEM
7.  FINANCIAL STATEMENTS.





The
Company has restated its financials to capitalize the $100,000 purchase price of
the Llipa mineral property because that property has value beyond proven
resources.  The $100,000 impairment charge has been
removed.





- ITEM
7.  This amended annual report includes a revised report from the
successor auditor HLB Cinnamon, Jang and Willoughby, and also, an auditor report
from the predecessor auditor, Webb & Co.





- ITEM
8.  The Company has modified its disclosures regarding Internal
Controls and Controls Over Financial Reporting.





PART
III





-
EXHIBITS Section 4(d) of the attached Certifications have been edited to reflect
the date as of the end of the period covered by this report.





TABLE OF
CONTENTS





INDEX





PART
      IPageItem
      1.
            Description
      of Business
            1Item
      2.
            Description
      of Property
            5Item
      3.
            Legal
      Proceedings
            5Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            5PART
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities
            6Item
      6.
            Management's
      Discussion and Analysis or Plan of Operation
            6Item
      7.
            Financial
      Statements
            11Item
      8.
            Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
            noneItem
      8A.
            Controls
      and Procedures
            24Item
      8B.
            Other
      Information
            25PART
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
    Act
            26Item
      10.
            Executive
      Compensation
            28Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            30Item
      12.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            31Item
      13.
            Exhibits
            31Item
      14.
            Principal
      Accountant Fees and Services
            noneSignatures
            32











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 two properties in Peru respectively named the El
B aron and Llipa Projects (collectively the “Peruvian
claims”).  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 B aron 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.





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.





1




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.




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
B aron Claim - Peru




On or
about December 10, 2007, the Company’s wholly owned subsidiary, Nilam Resources
Peru, SA, acquired the El B aron property (aka “El Baron”).  The
El B aron 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.




2





The El
B aron 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.





Claim
details are as follows;




Claim
      Name
            Hectare
            CodeEl
      B aron
            300
            01-05511-07TOTAL
            300




No prior
geological evaluations have been conducted on the El B aron
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 MRC1 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 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.




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.





3




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 control
all aspects of any production program if the project continues to that stage
because of the potential impact on the environment.  Examples of
regulatory requirements include:




-
            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.





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.




Employees





The
Company has three executive employees in North America, Mr. Alain Vachon,
President; Mr. Vare Grewal, Secretary, Treasurer and Director; and Mr. Larry
Sostad serve as the Director of Mining.





On June
12, 2008, Mr. Vare Grewal resigned from his positions of Secretary, Treasurer
and Director.  Mr. Vachon is currently filing those roles until a
replacement is located and hired.





In South
America the Company has two executive employees, Mr. Juan Manuel Elescano,
Director of Exploration, Peru and Mr. Carlos Ortiz, Director of Operations,
Peru.  Additionally, the Chairman of the Board of Directors, Mr. Len
DeMelt lives in Lima, Peru and utilizes his staff of assistants, bookkeepers and
geologists to support the Company’s operations in Peru.





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 and El B aron
properties.




Patents and
Trademarks





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





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.





4





ITEM 2. DESCRIPTION OF PROPERTY





The
Company owns the mineral exploration rights on the Llipa and El B aron
mineral properties located in the Peru. We do not own interest in any other
mining properties.




Recently
the Company moved its primary office to 35 Du Parc Des Erables, La
Prairie , Quebec, Canada, J5R 5J2 which is provided to the Company at no
cost.  Through the duration of our fiscal year covered by this report,
the Company maintained an office at Suite 503-42 Camden St., Toronto, Ontario
M5V 1V1.





ITEM 3. LEGAL PROCEEDINGS





None.




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





None.








5




PART
II




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





The
Company's Common Stock has been listed on the NASD over-the-counter Electronic
Bulletin Board.  Our Common Stock is traded on the OTC Bulletin Board
under the trading symbol NILR. The following table below presents the closing
high and low closing bid prices for our common stock for each
quarter.  These prices reflect inter-dealer prices, without retail
markup, markdown, or commission, and may not represent actual
transactions.  We obtained the following information from Pink OTC
Markets Inc.





Closing
      Bid Prices2007
            
            High
            
            
            LowMay
      1 thru
              July
      31
            
            $
            .10
            
            
            $
            .10Aug.
      1 thru
              Oct.
      31
            
            $
            .10
            
            
            $
            .10Nov.
      1 thru
              Jan.
      31 2008
            
            $
            1.80
            
            
            $
            .102008Feb.
      1 thru
              April
      30
            
            $
            2.21
            
            
            $
            1.35





Since its
inception, no dividends have been paid on the Company's Common Stock. The
Company intends to retain any earnings for use in its business activities, so it
is not expected that any dividends on the Common Stock will be declared and paid
in the foreseeable future.





The
Company did not repurchase any shares of its issued and outstanding shares of
common stock during the fiscal year ended April 30, 2008.





During
December 2007 and January 2008, the Company, in reliance upon Regulation S under
the Securities Act of 1933, as amended, sold 538,874 units at $.50 per unit in
fourteen separate transactions for gross proceeds of $269,437.  Each
unit consisted of one share of Common Stock and one Warrant to purchase a share
of Common Stock at an exercise price of $.60 for 24 months.  The stock
was purchased by the officers and directors and individual investors who are
associates of the officers and director of the Company.




At year
ended April 30, 2008, the Company had 24 registered shareholders of
record.




The stock
transfer agent and registrar for the Common Stock of the Company is Empire Stock
Transfer Inc., 7251 West Lake Mead Blvd. Suite 300, Las Vegas, NV
89128.




ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION





Forward
Looking Information and Cautionary Statements





When used
in this report on Form 10-KSB/ Amendment No. 2 , the words "may," "will,"
"expect," "anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking regarding events,
conditions, and financial trends that may affect the Company's future plans of
operations, business strategy, operating results, and financial position.
Persons reviewing this report are cautioned that any forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties and those actual results may differ materially from those
included within the forward-looking statements as a result of various factors.
Such factors are discussed under the headings "Item 1. Description of Business,"
and "Item 6. Management's Discussion and Analysis of Financial Condition and
Plan of Operation," and also include general economic factors and conditions
that may directly or indirectly impact the Company's financial condition or
results of operations.





Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance,
or achievements. Moreover, we do not assume responsibility for the accuracy and
completeness of such forward-looking statements. We are under no duty to update
any of the forward-looking statements after the date of this report to conform
such statements to actual results.





6




Plan
of Operation





The
Company is focused on locating and securing exceptional mineral properties to
add to its present holdings.  Currently, the management of the Company
has been searching both for gold projects in Peru and coal properties in
Columbia, South America.





The
Company held two properties in Peru where it has taken surface and underground
samples from the existing mineral properties but has not yet completed a full
integrated exploration programs on each one. Results from these samples
indicated that economic mineralization occurred on the properties but at this
stage, the Company is unable to size the extent of these mineralized
zones.





The plan
of operation for the next twelve months is to complete a first stage exploration
program on the Llipa and El B aron claims consisting of geophysical
(Magnetometer and Induced Polarization) surveys coupled with detailed geological
mapping and extensive trenching and sampling.  The Company estimates
that $200,000 is required to complete such works. The Company intends to
undertake this exploration work program at the end of 2008 or beginning of
2009.  Currently, it is doubtful whether the Company will have
sufficient financial resources to fund the necessary exploration
programs.  If the Company cannot raise additional money, the proposed
exploration programs will be postponed temporarily. The Company anticipates that
additional funding will be in the form of equity financing from the sale of our
common stock or from loans.  The Company does not have any
arrangements in place for any future equity financing or loans.





Additionally,
should the Company identify economic mineralization after completion of the
first stage exploration campaign, it will have to raise approximately an
additional $500,000 to make the properties operational.  These funds
will be used to carry out the complementary exploration works needed to
delineate probable reserves on the property, especially the implementation of a
diamond drilling in order to, at least, establish a drill-indicated reserve
figure prior to commencing any mining operations. Further, should the drilling
indicate economically viable probable reserves, a minimum of $2,000,000 will be
necessary over the twenty four months to pay for the Company’s employees, to
purchase necessary vehicles and equipments and to build the mine and the
processing plant.  Additional funds beyond those stated could be
needed for unforeseen expenses or in the event the Company is unable to develop
revenue from the property. The Company is hopeful that it can raise the
necessary funds, but can provide no assurances that it will be able to raise the
necessary capital to complete the exploration and commence
operations.





The
Company can provide no assurances that there are commercially viable quantities
of mineral on its Peruvian properties.  At this preliminary stage, the
Company makes no statement with regards that any of its two properties host
indicated or proven reserves.    Should the Company discover
through its exploration program that the probable reserves are not commercially
viable, the Company will not commence mining operations.  The specific
details of the exploration plan are under contemplation by the officers and
technical staff of the Company.




A further
material uncertainty is the fact that the Company will have to obtain all
permits required by the Peruvian Government to proceed with a commercial
operation.  Among these permits are the social license that has to be
issued by the municipality where the property is located, the use of water,
explosives and an authorized tailing pond. These permits are necessary to
operate a mine.  Although the Company believes that it will be able to
obtain those permits within a reasonable amount of time and modest expense, it
cannot provide any assurances of such.  If the Company cannot obtain
those permits it will have the option to subcontract with, or lease the property
to, a third party which may have better successes to obtain such
permits.





Results
of Operations from the Period of Inception through April 30, 2008




The
Company incurred operating expenses in the amount of $ 421,829 for the period
from our inception on July 11, 2005 to April 30, 2008. These operating expenses
were comprised primarily, stock based compensation of $100,977, professional
fees (accounting, auditing and legal fees) of $79,593, investor relations of
$38,468, explorations costs and expenses of $45,705, general and administrative
expenses of $21,665, and a write down of value on our El Baron mineral property
of $5,000.  These and other expenses resulted in a net loss from
inception of $421,829.





Results
of Operation





Comparison
of the Years Ended April 30, 2008 and 2007.





The
Company anticipates incurring a loss as a result of exploration and development
expenses, and expenses associated with the operations of the
Company.  The Company does not anticipate any revenue in the near
future until its mineral interests have reached the point of economic viability.
Additional expenditures are necessary to determine if any future revenues will
be generated from our mining properties. The Company has incurred losses in each
year since the period from inception on July 11, 2005 (date of inception),
through the current fiscal year ended April 30, 2008.




For the
year ended April 30, 2008 compared to the year ended April 30, 2007, the Company
had a net loss of $ 342 ,249 and $68,479 respectively, an increase of
400 %.





7




Mining
exploration costs increased from $700 during the year ended April 30, 2007 as
compared to $38,505 for the comparable period ended April, 30 2008, due
primarily to the completion of Phase II of our exploration program of the Lucky
Strike claim and the preliminary geological work done upon the acquisition of
the Llipa and El B aron claims in Peru.




General
and administrative expenses increased from $678 during the year ended April 30,
2007, to $20,852 for the fiscal year ended April 30, 2008.





Professional
fees and expenses increased from $26,492 during the year ended April 30, 2007,
to $79,593  for the year ended 2008 for an increase of
200%.




Liquidity
and Capital Resources





At April
30, 2008, the Company had current assets of $40,965 working capital of $13,329,
and had used $229,473 in operating activities during the year ended April 30,
2008. The Company has an accumulated deficit of $ 420 ,914 since the
inception of the Company on July 11, 2005 through April 30, 2008; and has had a
net increase in cash flow of $302 since inception.  As a result, the
independent auditors of the Company have expressed substantial doubt about the
Company’s ability to continue as a going concern.




CRITICAL
ACCOUNTING POLICIES
 
 The
Company has identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the April 30, 2008 Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.
 
 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.
 
 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.
  8
  Mineral
Property
  LLIPA
Property
 
 The
Company capitalized acquisition and option costs of the Llipa mineral property
rights in accordance with Emerging Issues Task Force (EITF) abstract
04-02.  The amount capitalized represents the fair value at the time
the mineral rights are acquired.  The accumulated costs of acquisition
for properties that are developed to the stage of commercial production will be
amortized using the units of production method.
 
 Impairment of Long-Lived
Assets – The Company evaluates the carrying value of acquired mineral
property rights in accordance with EITF – 04-03, “Mining
Assets:  Impairment and Business Combinations,” using the Value Beyond
Proven and Probable (VBPP) method.  The fair value of a mining asset
generally includes both VBPP and an estimate of the future market price of the
minerals.
 
 The
Company reviews and evaluates long-lived assets for impairment when events or
changes in circumstances indicate carrying amounts may not be
recoverable.  Asset impairment is considered to exist if the total
estimated future cash flows, on an undiscounted basis, are less than the
carrying amount of the long-lived asset.  An impairment loss is
measured and recorded based on the discounted estimated future cash
flows.  Future cash flows are based on estimated quantities of
recoverable minerals, expected gold and other commodity prices (considering
current and historical prices, price trends and related factors), production
levels and cash costs of production, capital and reclamation costs, all based on
detailed engineering life-of-mine plans.
 
 In
estimating future cash flows, assets are grouped at the lowest levels for which
there are identifiable cash flows that are largely independent of future cash
flows from other asset group.  With the exception of other
mine-related exploration potential and exploration potential in areas outside of
the immediate mine-site, all assets at a particular operation are considered
together for purposes of estimating future cash flows.  In the of
mineral interest associated with other mine-related exploration
potential.
 
 EL
VARON Property
 
 Pursuant
to SFAS No. 144, the recoverability of the acquisition costs associated with the
purchase of the El Baron mineral rights presumes to be insupportable prior to
determining the existence of a commercially minable deposit and have to be
expensed. Accordingly, the $5,000 related to acquisition of those mineral rights
was impaired as of the quarter ended January 31, 2008 .
 
 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 is
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.
  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.
  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. As of April 30, 2008, the Company recorded a transaction gain from
the settlement of subscriptions receivable received in Canadian Dollars. The
gain was determined at the exchange rates on the date of
settlement.
  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.
 
 9
 
 Long-Lived
Assets
  The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 Accounting for Goodwill and Other
Intangible Assets@ and Accounting for Impairment or Disposal of Long-Lived
Assets@ (ASFAS No. 142 and 144@). In accordance with SFAS No. 142 and 144,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.
 
 RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In
September 2006, the FASB issued Statement No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 addresses how companies
should measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under generally accepted accounting
principles. SFAS No. 157 defines fair value, establishes a framework
for measuring fair value and expands the required disclosures about fair value
measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, with earlier adoption permitted. Management is
assessing the impact of the adoption of SFAS No. 157.
 
 In
September 2006, the FASB issued Statement No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans”
(“SFAS No. 158”), an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS No. 158 requires (a) recognition of the funded
status (measured as the difference between the fair value of the plan assets and
the benefit obligation) of a benefit plan as an asset or liability in the
employer’s statement of financial position, (b) measurement of the funded
status as of the employer’s fiscal year-end with limited exceptions, and
(c) recognition of changes in the funded status in the year in which the
changes occur through comprehensive income. The requirement to recognize the
funded status of a benefit plan and the disclosure requirements are effective as
of the end of the fiscal year ending after December 15, 2006. The
requirement to measure the plan assets and benefit obligations as of the date of
the employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15,
2008.  SFAS No. 158 has no current applicability to the
Company’s financial statements.
 
 In
September 2006, the Securities Exchange Commission issued Staff Accounting
Bulletin No. 108 (“SAB No. 108”). SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a
balance sheet and income statement approach and to evaluate whether either
approach results in quantifying an error that is material in light of relevant
quantitative and qualitative factors. When the effect of initial adoption is
material, companies will record the effect as a cumulative effect adjustment to
beginning of year retained earnings and disclose the nature and amount of each
individual error being corrected in the cumulative adjustment.
SAB No. 108.
 
 In
February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS No. 159”), an
amendment of FASB Statement No. 115. SFAS No. 159 addresses how
companies should measure many financial instruments and certain other items at
fair value. The objective is to mitigate volatility in reported earnings caused
by measuring related assets and liabilities differently without having to apply
complex hedge accounting provisions. SFAS No. 159 is effective for
fiscal years beginning after November 15, 2007, with earlier adoption
permitted. Management is assessing the impact of the adoption of
SFAS No. 159.





10





ITEM 7. FINANCIAL
STATEMENTS





NILAM
RESOURCES INC.




(AN
EXPLORATION STAGE COMPANY)




CONSOLIDATED
FINANCIAL STATEMENTS




April 30,
2008




(Stated in US
Dollars)







11




NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)




CONTENTS




PAGE
            13
            REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
            15
            CONSOLIDATED
      BALANCE SHEETS AS OF APRIL 30, 2008 AND 2007PAGE
            16
            CONSOLIDATED
      STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND
      FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30,
      2008.PAGE
            17
            CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11,
      2005 (INCEPTION) TO APRIL 30, 2008.PAGE
            18
            CONSOLIDATED
      STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND
      FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30,
      2008.PAGES
            19
            NOTES
      TO  CONSOLIDATED FINANCIAL
STATEMENTS






12




REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To the Stockholders and Board of Directors ofNilam Resources
Inc.;
   We have
audited the accompanying balance sheet of Nilam Resources Inc. (the “Company”)
as at April 30, 2008, and the related consolidated statements of operations,
stockholders’ equity, and cash flows for the year then ended. We have also
audited the consolidated statements of operations, stockholders’ equity, and
cash flow for the period from the date of inception on July 11, 2005 to April
30, 2008, except that we did not audit the financial statements for the period
from inception on July 11, 2005 to April 30, 2007.  Those statements
were audited by other auditors, whose report has been furnished to us, and our
opinion, insofar as it relates to amounts included for the Company, is based on
the report of those auditors.  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 audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audit to obtain reasonable assurance about 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 audit 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 purposes
of expressing an opinion on the effectiveness of the Company’s internal control
over financial reporting.  Accordingly, we do not express such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
  In our
opinion, based on our audit and the report of the other auditors, the
consolidated financial statements referred to above present fairly, in all
material respects, the financial position of the Company as of April 30, 2008
and 2007, and the results of its operations and cash flows for the years then
ended and for the period from the date of inception on July 11, 2005 to April
30, 2007 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 that 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 has a net working capital
deficiency, which raises 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.
  As
discussed in Note 2, the accompanying consolidated balance sheet as of April 30,
2008, and the consolidated statements of operations, stockholders’ equity and
cash flows for the year ended April 30, 2008 have been restated.
  
 Chartered
Accountants
 
 Burnaby,
Canada
 June 23,
2008
 Except as
discussed in Note 2 which is as of October 8, 2008
 
 13
  Webb & Company,
P.A.
 Certified
PublicAccountants
   REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
   To the Board of Directors of:
 Nilam Resources
Inc.
   We have
audited the accompanying balance sheet of Nilam Resources Inc. as at April
30, 2007, and the related statements of operations, changes in
stockholders’ equity and cash flows for the year then ended April 30, 2007 and
for the period from July 11, 2005 (Inception) to April 30,
2007.  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 audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for our opinion.
  In our
opinion, the financial statements referred to above present fairly in all
material respects, the financial position of Nilam Resources, Inc. as of
April 30, 2007 and the results of its operations and its cash flows for the
year ended April 30, 2007 and for the period from July 11, 2005 (Inception)
to April 30, 2007, in conformity with accounting principles generally
accpted 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 is in the development stage with an
accumulated deficit of $78,672 and a negative cash flow from operations of
$42,780 for the year ended April 30, 2007.  These factors raise 
substantial doubt about the Company's ability to continue as a going
concern.  Management's plans concerning these matters are also
described in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
   /s/
WEBB & COMPANY, P.A.
 WEBB
& COMPANY, P.A.
 Certified
Public Accountants
  Boynton Beach,
Florida
 July
11, 2007
   14


NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
BALANCE SHEET


(STATED
IN U.S. DOLLARS)





April 30, 2008(As restated – Note 2)
            
            
            April
      30, 2007ASSETSCURRENT
      ASSETSCash
      and cash equivalents
            
            $
            13,329
            
            
            $
            13,027Accounts
      receivable
            
            
            1,896
            
            
            
            -Prepaid
            
            
            25,740
            
            
            
            2,225Mineral
      properties (Note 4)
            
            
            100,000TOTAL
      ASSETS
            
            $
            140,965
            
            
            $
            15,252LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)CURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
            
            $
            27,737
            
            
            $
            2,924Due
      to related parties  (Note 7)
            
            
            1,440
            
            
            
            -Notes
      payable – related parties (Note 5)
            
            
            60,338
            
            
            
            -TOTAL
      LIABILITIES
            
            
            89,515
            
            
            
            2,924STOCKHOLDERS’ EQUITY
      (DEFICIENCY)Preferred
      stock, $0.001 par value, 1,000,000 shares authorized, none issuedand outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 345,000,000 shares authorized, 58,038,874shares
      and57,500,000
      shares issued and outstanding, respectively (Note 6)
            
            
            58,038
            
            
            
            57,500Additional
      paid in capital  (Note 6)
            
            
            414,326
            
            
            
            33,500Accumulated
      deficit during exploration stage
            
            
            (420,914
            )
            
            
            (78,672
            )Total
      stockholders’ equity (deficiency)
            
            
            (51,450
            )
            
            
            12,328TOTAL LIABILITIES AND
      STOCKHOLDERS’ EQUITY (DEFICIENCY)
            
            $
            140,965
            
            
            $
            15,252





Nature of
Operations Note 1


See
accompanying notes to financial statements.





Approved
on Behalf of the Board





/s/ Len DeMelt
, Director




15




NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENT OF OPERATIONS


(STATED
IN U.S. DOLLARS)






For
      the Year Ended
              April
      30, 2008
              (Asrestated
      –
              Note 2)
            
            
            For
      the Year Ended
              April
      30, 2007
            
            
            For
      the
              Period
      From
              July
      11, 2005
              (Inception)
      to
              April
      30, 2008
              (As
      restated – Note 2)OPERATING
      EXPENSESAccounting
      and auditing fees
            
            $
            36,660
            
            
            $
            13,716
            
            
            $
            51,141Consulting
      fees
            
            
            23,000
            
            
            
            36,000
            
            
            
            59,000Exploration
      costs and expenses
            
            
            38,505
            
            
            
            700
            
            
            
            45,705General
      and administrative
            
            
            20,852
            
            
            
            678
            
            
            
            21,665Insurance
            
            
            4,500
            
            
            
            -
            
            
            
            4,500Investor
      relation
            
            
            38,468
            
            
            
            -
            
            
            
            38,468Listing
      and filing fees
            
            
            2,115
            
            
            
            4,610
            
            
            
            7,425Legal
      fees
            
            
            42,933
            
            
            
            12,776
            
            
            
            55,709Stock-based
      compensation (Note 6)
            
            
            100,977
            
            
            
            -
            
            
            
            100,977Travel
            
            
            8,609
            
            
            
            -
            
            
            
            8,609Wages
            
            
            20,630
            
            
            
            -
            
            
            
            20,630Write
      down on mineral properties (Note 3)
            
            
            5,000
            
            
            
            -
            
            
            
            8,000Total
      Operating Expenses
            
            
            342,249
            
            
            
            68,479
            
            
            
            421,829LOSS
      FROM OPERATIONS
            
            
            (342,249
            )
            
            
            (68,479
            )
            
            
            (421,829
            )OTHER
      INCOME (EXPENSE)Foreign
      currency transaction gain
            
            
            -
            
            
            
            -
            
            
            
            908Interest
      income
            
            
            7
            
            
            
            -
            
            
            
            7Total
      Other (Expense)/Income
            
            
            7
            
            
            
            -
            
            
            
            915NET
      LOSS BEFORE PROVISION FOR INCOME TAXES
            
            
            (342,242
            )
            
            
            (68,479
            )
            
            
            (420,914
            )Provision
      for Income Taxes
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (342,242
            )
            
            $
            (68,479
            )
            
            $
            (420,914
            )


Net
      loss per share – basic and diluted
            
            
            (0.01
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )Weighted
      average number of shares outstanding during the period – basic and
      diluted
            
            
            57,736,361
            
            
            
            57,500,000
            
            
            
            42,958,066




See
accompanying notes to financial statements.





16




NILAM RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


(STATED
IN U.S. DOLLARS)




AccumulatedDeficit
      DuringExplorationAdditional
            
            
            Stage
            
            
            TotalPreferredStock
            
            
            Common
      Stock
            
            
            Paid-In
            
            
            (As restated
      –
            
            
            (As
      Restated –Shares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            Note
      2)
            
            
            Note
      2)Common
      stock issued tofounders
      for cash($0.0002
      per share)
            
            
            -
            
            
            $
            -
            
            
            
            30,000,000
            
            
            $
            30,000
            
            
            $
            (24,000
            )
            
            $
            -
            
            
            $
            6,000Common
      stock issued forcash
      ($0.002 per share)
            
            
            -
            
            
            
            -
            
            
            
            27,500,000
            
            
            
            27,500
            
            
            
            27,500
            
            
            
            -
            
            
            
            55,000Net
      loss for the period fromJuly
      11, 2005 (inception) toApril
      30, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (10,193
            )
            
            
            (10,193
            )BALANCE,
      APRIL 30, 2006
            
            
            -
            
            
            
            -
            
            
            
            57,500,000
            
            
            
            57,500
            
            
            
            3,500
            
            
            
            (10,193
            )
            
            
            50,807In-kind
      contribution of stock to officer
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            30,000
            
            
            
            -
            
            
            
            30,000Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (68,479
            )
            
            
            (68,479
            )BALANCE,
      APRIL 30, 2007
            
            
            -
            
            
            
            -
            
            
            
            57,500,000
            
            
            
            57,500
            
            
            
            33,500
            
            
            
            (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
            
            
            -
            
            
            
            -
            
            
            
            538,874
            
            
            
            538
            
            
            
            269,899
            
            
            
            -
            
            
            
            269,437cash
      ($0.50 per share)Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (342,242
            )
            
            
            (342,242
            )BALANCE,
      APRIL 30, 2008
            
            
            -
            
            
            $
            -
            
            
            
            58,038,874
            
            
            $
            58,038
            
            
            $
            414,326
            
            
            $
            (420,914
            )
            
            $
            (51,450
            )




See
accompanying notes to financial statements.





17





NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(STATED
IN U.S. DOLLARS)




For
      the Year Ended
              April
      30, 2008 (As restated – Note
      2)
            
            
            For
      the Year Ended
              April
      30, 2007
            
            
            For
      the Period From
              July
      11, 2005
              (Inception)
      to
              April
      30, 2008 (As restated – Note
      2)CASH
      FLOWS USED IN OPERATING ACTIVITIES:Net
      loss for the period
            
            $
            (342,242
            )
            
            $
            (68,479
            )
            
            $
            (420,914
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Impairment
      of mineral properties
            
            
            5,000
            
            
            
            -
            
            
            
            5,000In-kind
      contribution of expenses
            
            
            5,950
            
            
            
            -
            
            
            
            5,950In-kind
      contribution of stock
            
            
            -
            
            
            
            30,000
            
            
            
            30,000Stock-based
      compensation
            
            
            100,977
            
            
            
            -
            
            
            
            100,977Changes
      in operating assets and liabilities:Prepaid
            
            
            (23,515
            )
            
            
            (2,225
            )
            
            
            (25,740
            )Accounts
      receivable
            
            
            (1,896
            )
            
            
            -
            
            
            
            (1,896
            )Accounts
      payable and accrued expenses
            
            
            24,813
            
            
            
            (2,076
            )
            
            
            27,737Due
      to related party
            
            
            1,440
            
            
            
            -
            
            
            
            1,440Net
      Cash Used In Operating Activities
            
            
            (229,473
            )
            
            
            (42,780
            )
            
            
            (277,446
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES:Purchase
      of mineral properties
            
            
            (50,000
            )
            
            
            -
            
            
            
            (50,000
            )Net
      Cash Used In Investing Activities
            
            
            (50,000
            )
            
            
            -
            
            
            
            (50,000
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
            
            
            269,437
            
            
            
            -
            
            
            
            330,437Notes
      payable – related parties
            
            
            10,338
            
            
            
            -
            
            
            
            10,338Net
      Cash Provided By Financing Activities
            
            
            279,775
            
            
            
            -
            
            
            
            340,775NET
      INCREASE (DECREASE) IN CASH
            
            
            302
            
            
            
            (42,780
            )
            
            
            13,329CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            13,027
            
            
            
            55,807
            
            
            
            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            13,329
            
            
            $
            13,027
            
            
            $
            13,329Interest
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -




See
accompanying notes to financial statements.




18




NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


AS OF APRIL 30,
2008




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 material asset consisting of its rights in respect of the Llipa and El
Baron properties.




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.  The Company has never generated
revenues since inception and has never paid any dividends.  The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations.  As at April 30, 2008, the Company has accumulated losses
of $420,914 since inception.  These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern.  These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.





NOTE
2 RESTATEMENT AS A
RESULT OF CORRECTING WRITE OFF OF MINERAL PROPERTY





On
December 10, 2007, the Company, through its wholly owned Peruvian subsidiary,
entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the
Llipa Project, Peru.  Llipa 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
Llipa 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 indicated over mineral rights were
not impaired even though we have not established proven or probable
reserves.  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.
 
 The
following presents the effect on the Company’s previously issued financial
statements for the year ended April 30, 2008
 
 Consolidated
Balance sheet for the year ended April 30, 2008
 PREVIOUSLY
                  
                  
                  INCREASEREPORTED
                  
                  
                  (DECREASE)
                  
                  
                  RESTATED$
                  
                  
                  
                  $
                  100,000
                  
                  
                  $
                  100,000Mineral
      properties
                  
                  
                  520,914
                  
                  
                  
                  (100,000
                  )
                  
                  
                  420,914Accumulated
      deficit during exploration stage
 
 Consolidated
statement of operations for the Year
ended April 30, 2008
 PREVIOUSLY
                  
                  
                  INCREASEREPORTED
                  
                  
                  (DECREASE
                  
                  
                  RESTATEDWrite
      down on mineral properties
                  
                  $
                  105,000
                  
                  
                  $
                  (100,000
                  )
                  
                  $
                  5,000Net
      income (loss)
                  
                  
                  (442,242
                  )
                  
                  $
                  100,000
                  
                  
                  $
                  (342,242
                  )Net
      income (loss) per share
                  
                  
                  (0.01
                  )
                  
                  $
                  0.00
                  
                  
                  $
                  (0.01
                  )
 
 Consolidated
statement of operations for the Period from
July 11, 2005 (inception) April 30, 2008
 
 PREVIOUSLY
                  
                  
                  INCREASEREPORTED
                  
                  
                  (DECREASE)
                  
                  
                  RESTATEDWrite
      down on mineral properties
                  
                  $
                  108,000
                  
                  
                  $
                  (100,000
                  )
                  
                  $
                  8,000Net
      income (loss)
                  
                  
                  (520,914
                  )
                  
                  
                  100,000
                  
                  
                  
                  (420,914
                  )Net
      income (loss) per share
                  
                  
                  (0.01
                  )
                  
                  
                  0.00
                  
                  
                  
                  (0.01
                  )
 
 Consolidated
Statement of Cash Flows for the year ended April 30, 2008
 
 PREVIOUSLY
                  
                  
                  INCREASEREPORTED
                  
                  
                  (DECREASE
                  
                  
                  RESTATEDNet
      Cash used in investing activities
                  
                  $
                  (100,000
                  )
                  
                  $
                  50,000
                  
                  
                  $
                  (50,000
                  )Net
      Cash provided by financing activiti4s
                  
                  
                  329,775
                  
                  
                  $
                  (50,000
                  )
                  
                  $
                  279,775
 
 Consolidated
Statement of Cash Flows from July 11, 2005 (inception) to April 30,
2008
 
 PREVIOUSLY
                  
                  
                  INCREASEREPORTED
                  
                  
                  (DECREASE
                  
                  
                  RESTATEDNet
      Cash used in investing activities
                  
                  $
                  (100,000
                  )
                  
                  $
                  50,000
                  
                  
                  $
                  (50,000
                  )Net
      Cash provided by financing activiti4s
                  
                  
                  395,775
                  
                  
                  $
                  (50,000
                  )
                  
                  $
                  340,775


19





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
Property




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, “Whether Mineral 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 Issued EITF
04-03, 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.





(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 is 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. As of April 30, 2008, the Company recorded a transaction gain from
the settlement of subscriptions receivable received in Canadian Dollars. The
gain was determined at the exchange rates on the date of
settlement.





20




(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
September 2006, the FASB issued Statement No. 157,“Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 addresses how companies
should measure fair value when they are required to use a fair value measure for
recognition or disclosure purposes under generally accepted accounting
principles. SFAS No. 157 defines fair value, establishes a framework
for measuring fair value and expands the required disclosures about fair value
measurements. SFAS No. 157 is effective for fiscal years beginning
after November 15, 2007, with earlier adoption permitted. Management is
assessing the impact of the adoption of SFAS No. 157.





In
September 2006, the FASB issued Statement No. 158,“Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans”
(“SFAS No. 158”), an amendment of FASB Statements No. 87, 88, 106
and 132(R). SFAS No. 158 requires (a) recognition of the funded
status (measured as the difference between the fair value of the plan assets and
the benefit obligation) of a benefit plan as an asset or liability in the
employer’s statement of financial position, (b) measurement of the funded
status as of the employer’s fiscal year-end with limited exceptions, and
(c) recognition of changes in the funded status in the year in which the
changes occur through comprehensive income. The requirement to recognize the
funded status of a benefit plan and the disclosure requirements are effective as
of the end of the fiscal year ending after December 15, 2006. The
requirement to measure the plan assets and benefit obligations as of the date of
the employer’s fiscal year-end statement of financial position is effective for
fiscal years ending after December 15, 2008. SFAS No. 158 has no
current applicability to the Company’s financial statements.




In
February 2007, the FASB issued Statement No. 159,“The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”),
an amendment of FASB Statement No. 115. SFAS No. 159 addresses
how companies should measure many financial instruments and certain other items
at fair value. The objective is to mitigate volatility in reported earnings
caused by measuring related assets and liabilities differently without having to
apply complex hedge accounting provisions. SFAS No. 159 is effective
for fiscal years beginning after November 15, 2007, with earlier adoption
permitted. Management is assessing the impact of the adoption of
SFAS No. 159.





(K) Concentration of Credit
Risk





Cash
includes deposits at Canadian and Peruvian financial institutions in US and
Peruvian currency which is not covered by either the US FDIC limits or the
Canadian CDI limits and therefore the entire cash balance of $13,329 is
uninsured. The Company has placed its cash in a high credit quality financial
institution.




NOTE
4 MINERAL
PROPERTIES




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 Division, 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.





Llipa
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
Llipa Project, Peru, for $100,000. Llipa 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 Baron”) mineral claim from a director of the
Company, who transferred the claim to the Company for no
consideration.  El Baron 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 impaired and accordingly, has been  written
off.





21





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.





During
the quarter, 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.  This promissory note is unsecured, bears no
interest and is due on demand.





NOTE
6 STOCKHOLDERS’
EQUITY




On
February 28, 2006, the Company issued 30,000,000 shares of common stock to its
founders for cash of $6,000 ($0.0002 per share).




On April
28, 2006, the Company issued 27,500,000 shares of common stock for cash of
$55,000 ($0.002 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 1,500,000 shares of the Company’s common stock. The shares
were valued for financial statements purpose at a recent price of $0.02 per
share or $30,000.





On
December 3, 2007, the Company sold 340,416 units for cash of $170,208 ($0.50 per
unit).  Each unit consists of one share of common stock and one
warrant to purchase one share of common stock at $0.60 per share exercisable for
two years.  Of the 340,416 units, 215, 146 units were issued to a
Director.





On
January 16, 2008, the Company sold 198,458 units for cash of $99,229 ($0.50 per
unit).  Each unit consists of one share of common stock and one
warrant to purchase one share of common stock at $0.60 per share exercisable for
two years.  Of the 340,416 units, 19,685 units were issued to a
Director.





The
benefit of $100,999 was assigned to 234,831 units issued to the Directors of the
Company.





During
fiscal 2008, the Company calculated the fair value of a Director’s fee of
$6,000; and staking right contribution from another Director in the amount of
$5,000, which are all reflected as an in-kind contribution of
expenses.




Share Purchase
      Warrants





Number
            
            
            Weighted Averageof Warrants
            
            
            Exercise
      PriceBalance,
      April 30, 2007
            
            
            -
            
            
            $
            -Granted
            
            
            538,874
            
            
            
            0.60Balance,
      April 30, 2008
            
            
            538,874
            
            
            $
            0.60




As at
April 30, 2008, the Company has the following warrants outstanding:





Shares
            
            
            Exercise
      Price
            
            Expiry
      Date340,416
            
            
            $
            0.60
            
            December
      3, 2009198,458
            
            
            $
            0.60
            
            January 16,
      2010538,874







22




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).
 
 During
the fiscal 2008, the officer loaned the Company $338. This loan is unsecured,
bears no interest and is due on demand (Note 5).
 
 On
November 2, 2007, 30,000,000 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).




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





During
the fiscal 2008, $10,000 of consulting fees was paid to the President and Chief
Financial Officer of the Company.





On
December 2007 and January 2008, a total of 234,831 units (Note 6) were sold to
the Directors of the Company in connection with the private placement.  The
benefit of $100,999 was assigned to those units, computed by taking the
difference between the market share price and the selling price per unit and
multiplying it by number of shares issued to Directors.




23




ITEM 8A. CONTROLS 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,
2008.


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, 2008 and attestation from an
independent registered public accounting firm in our Annual Report on Form
10-KSB.





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, 2008.  The material weakness which has been disclosed to and
reviewed with, our independent auditor, is as follows:





The
Company initially filed a Form 10-KSB for the year ended April 30, 2008, without
a disclosure of Management’s assessment of the effectiveness of the Company’s
internal control over financial reporting as of April 30, 2008.  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 2008, 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 Grewal, the former treasurer of the Company,
performed all financial reporting and disclosure functions, however, he resigned
prior to the preparation and filing of the annual report.





24




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, 2008 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 8B. OTHER INFORMATION





During
the year ended April 30, 2008, Mrs. Sandy Sandu resigned as the Chief Executive
Officer, President and director of the Company.  There were no
disagreements between the shareholders of the Company and Mrs.
Sandu.   On June 12, 2008 Mr. Vare Grewal resigned from his
positions as Director, Treasurer and Secretary.  He resigned to pursue
other business opportunities.





25




PART
III





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





Current
Management of the Company





The
following table sets forth the name, age, and positions with the Company for
each of the present directors and officers of the Company.





Name
            
            Age
            
            PositionAlain
      Vachon
            
            53
            
            Chief
      Executive Officer and  PresidentVare
      Grewal
            
            31
            
            Treasurer,
      Secretary and DirectorLen
      DeMelt
            
            62
            
            Chairman
      of the Board of DirectorsLarry
      Sostad
            
            63
            
            Director
      of Mining, North AmericaJuan
      Manuel Elescano
            
            43
            
            Director
      of Exploration, PeruCarlos
      Ortiz
            
            55
            
            Director
      of Operations, Peru




On
December 10, 2007, the Board of Directors of the Company appointed Mr. Alain
Vachon to the position of President and Chief Operating Officer.




Mr. Alain Vachon has served as
the South American Exploration Manager for Paramount Gold and Silver Corp. from
September 2005 to June of 2007. Paramount is traded on the AMEX under the symbol
“PZG”. From May of 2004 to October 2006, Vachon served Gold Hawk Resources as
their Exploration Manger. Mr. Vachon was an independent consulting Geologist for
numerous mining companies in North and South America from January 2002 to April
of 2004. From March of 1997 to December 2001, Mr. Vachon was the Exploration
Manager for Sulliden Exploration for mining projects in Peru and Canada. Mr.
Vachon was the Senior Geologist for Barrick Gold from April 2004 to February
1997.  Prior to his service to Barrick Gold, Mr. Vachon was the Senior
Geologist for Noranda Exploration in Quebec, Canada.  Mr. Vachon has
also served in executive or senior geology positions for RESS Minieres Touyn,
Kiwatin Services, Noramco Exploration, Soquem, and Muschocho
Exploration.  Prior to 1981, Mr. Vachon worked for Serem Limitee,
Shell Canada Mineral and Merq.  He is fluent in French, English and
Spanish languages.





Mr. Len De Melt is serving the
Company as the Chairman of the Board of Directors.  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.




Mr. Vare Grewal served the
Company as a Director and as the Treasurer and Secretary.  He was also
concurrently the President of Pacific Imperial Capital, Inc. which provides
investment banking services for start-up and development stage public
companies.  He devoted approximately sixty percent of his time to his
obligations to the Company.  Prior to his service with Pacific
Imperial Capital, Inc., Mr. Grewal was a registered broker for Leede Financial
of Canada and for Canacord Capital, Canada.  He has a B.S. in
Economics from the University of Manitoba.  He is currently a resident
of Toronto, Canada.





On June
12, 2008 Mr. Grewal resigned from all of his positions within the
Company.





On
December 10, 2008, the Board of Directors appointed the following individuals to
executive positions within the Company;




Mr. Larry Sostad was appointed
to the position of Director of Mining Operations North America.  Mr.
Sostad has been working in the mining industry since 1965 and is experienced in
geological exploration and corporate management.  Mr. Sostad has
worked on projects in North and South America, including positions with Cominco
Ltd., Kootenay King Resources Inc., Rio Tinto, and Noranda.  Mr.
Sostad’s expertise is in exploratory geological operations for precious and base
metals and mineral assessment.




Mr. Juan Manuel Elescano was
appointed to the executive position of Director of Exploration,
Peru.  Mr. Elescano is a Senior Exploration Geologist with over 20
years of experience in mining operations. Juan Elescano has worked with a number
of gold producers in South America, most notably Barrick Gold for which he has
over a decade of collaboration as a private contractor and a consulting
engineer.  Mr. Elescano is a Senior Professor of Geologic Engineering
at San Marcos University in Lima, Peru.  He has a degree in Geological
Engineering from San Marcos National University. Mr. Elescano lives in Lima,
Peru.





26





Mr. Carlos Ortiz was appointed
to the executive position of Director of Operations, Peru. Mr. Ortiz has been
involved in South American mining operations for over 35
years.  Carlos Ortiz will assist the Company with planning, project
development, financial administration and executive management of mining
operations in Peru. Mr. Ortiz has a Masters Degree in Business Administration,
with honors, and a Mining Engineering Degree from University of
Ingenieria.  He has gained working experience with South American
mining companies, most notably Mauricio Hochschild & Cía, Compañía Minera
Ares, and Compañía Minera Arcata. Mr. Ortiz 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 employees and
directors 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.











27




ITEM 10. EXECUTIVE
COMPENSATION




The
officers and directors of the Company have not received a salary from the
Company.  All executives and directors who have received any
compensation for their service to the Company such compensation has been in the
form issuances of restricted Common Stock of the Company.  The Company
has no plan, agreement, or understanding, express or implied, with any officer,
director, or principal stockholder, or their affiliates or associates, regarding
the additional issuances to such persons of any shares of the Company's
authorized and unissued common stock other than reported below.




All
executive officers, for services in all capacities to the Company, received no
cash compensation during the fiscal years ended April 30, 2008 and
2007.





Summary
Compensation Table





Name
      and Principal Position
            Year
            Salary
            Bonus
            Other
      Annual
              Compensation
            Restricted
              Stock
      Awards
            Securities
              Underlying
      Options
            LTIP
      Payouts
            OtherSandy
      Sandhu
              Former
      President, Treasurer, Secretary, and Chairman of the Board of
      Directors
            2008
              
              2007
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0Karamjit
      Gill
              Former
      Chief Executive Officer, and President
            2007
              
              2006
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0Michael
      Sklavenitis
              Former
      Chief Executive Officer, Chief Financial Officer, and
      President
            2007
              
              2006
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0
            $0
              
              $0Alain
      Vachon*
              President,
      Acting Treasurer and Secretary
            2008
            $0
            $0
            $0
            2,150,000
              shares
            $0
            $0
            $0*






28




Vare
      Grewal
              Former
      Treasurer and Secretary
            2008
            $0
            $0
            $0
            15,000,000
              shares**
            $0
            $0
            $0Len
      DeMelt
              Chairman
      of the Board of Directors
            2008
            $0
            $0
            $0
            15,000,000
              shares
      **
            $0
            $0
            $0Larry
      Sostad,
              Director
      of Mining Operations, North America
            2008
            $0
            $0
            $0
            50,000
      shares
            $0
            $0
            $0Juan
      Manuel Elescano
              Director
      of Exploration, Peru
            2008
            $0
            $0
            $0
            30,000
      shares
            $0
            $0
            $0Carlos
      Ortiz,
              Director
      of Operations, Peru
            2008
            $0
            $0
            $0
            50,000
      shares
            $0
            $0
            $0




*
Alain Vachon received a one time payment of $10,000 to reimburse him for
expenses and to pay a consulting geologist in Peru.





** On
July 21, 2008 Mr. DeMelt received 13,120,000 restricted common shares from Mr.
Vare Grewal.




29




Personal
benefits received by our executive officers are valued below the levels which
would otherwise require disclosures under the rules of the U.S. Securities and
Exchange Commission.





We do not
currently provide any contingent or deferred forms of compensation arrangements
or retirement benefits.





There are
no other plans, understandings, or arrangements whereby any of the Company's
officers, directors, or principal stockholders, or any of their affiliates or
associates, would receive funds, stock, or other assets in connection with the
Company's participation in a business. No advances have been made or
contemplated by the Company to any of its officers, directors, or principal
stockholders, or any of their affiliates or associates.




There is
no policy that prevents management from adopting a plan or agreement in the
future that would provide for cash or stock based compensation for services
rendered to the Company.




The
Company may retain consultants from time to time to perform certain
functions.  During the 2008 fiscal year, the Company retained several
consultants to assist the management with various projects such as web design
and preparation of geological reports.  The company paid those consultants
a total of $23,000.




ITEM 11. 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, 2008, 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
            13,900,146*
            24%Common
      Stock
            Vare
      Grewal, Director and Officer*
              42
      Camden Street, Suite 503
              Toronto,
      Ontario, M5V 1V
            13,120,000*
            22%Common
      Stock
            Alain
      Vachon, President
              35
      Rue Du Parc Des Erables
                Laprairie,
      PQ, J5R 5J2
            2,150,000
            4%Common
      Stock
            Juan
      Manuel Elescano, Dir. of Exploration
              Avenida
      Enrique Fermi # 37
              Urb.
      Fiori, SM de Peru
            30,000
            .05%Common
      Stock
            Carlos
      Fernando Ortiz Ugarte, Dir. of Operations
              Av.
      La Floresta 369 Dpto. 101
              Peru
            50,000
            .08%Officers
      and directors as a group (5)
            29,250,146
            50.40%





*
            On
      June 12, 2007 Mr. Vare Grewal, who had served the Company as Director,
      Treasurer and Secretary, resigned from all of his positions within the
      Company.  On or about July 21, 2008, Mr. Grewal transferred his
      ownership of stock and interest in the Company to Mr. Len DeMelt, thus
      giving Mr. DeMelt ownership of 27,020,146 restricted common shares equal
      to 46.55%.  As a result of such transfer, Mr. Grewal now owns no
      common stock or any other stock or interest in the
  Company.




The
percent of class is based on 58,038,871 shares of common stock issued and
outstanding as of April 30, 2007.




30




ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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.





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.




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.




ITEM 13. EXHIBITS





Copies of
the following documents are included as exhibits to this report pursuant to Item
601 of Regulation S-B.




31.1
            
            Certification
      of Len DeMelt.32.1
            
            Certification
      of Len DeMelt, Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.






31





SIGNATURES




In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, hereunto duly
authorized.




Nilam
Resources Inc.




Dated:
March 12, 2009


/s/
Len
DeMelt
 Len
DeMelt, Director and acting Chief Executive Officer, and
acting principal accounting officer


























32