U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K





Mark One


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





For the fiscal year ended March 31, 2010





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





For the transition period from ______ to _______





Commission File No. 000-52169





Silica Resources Corporation

(Exact name of registrant as specified in its charter)Nevada
71-0090401(State or other jurisdiction of incorporation

or organization)
(I.R.S. Employer Identification No.)789 West Pender Street, Suite 1010

Vancouver, British Columbia Canada V6C 1H2

(Address of principal executive offices)(604) 630-2940

(Issuer’s telephone number)Securities registered pursuant to Section

12(b) of the Act:
Name of each exchange on which

registered:NoneSecurities registered pursuant to Section 12(g) of the Act:Common Stock, $0.001(Title of Class)







Indicate by check mark if the registration is a well-known seasoned issuer as defined in Rule 403 of the Securities Act.





o Yes     x No







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








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





Yes xNo o








Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files.





Yes oNo o





1






Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x






Indicate by check mark whether the registrant is a large accelerated filed, unaccelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.





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








Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).





Yes oNo x








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







State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity:  Currently no market in the Issuers common equity.







ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS





N/A








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





Yes xNo  o








APPLICABLE ONLY TO CORPORATE REGISTRANTS





State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.





Class
Outstanding as of  June 22, 2010Common Stock, $0.001
72,755,800








DOCUMENTS INCORPORATED BY REFERENCE





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





N/A








Transitional Small Business Disclosure Format (Check one):





Yes oNo x





2








SILICA RESOURCES CORPORATION


Form 10-K





INDEX





Item 1.
Business
5Item 1A.
Risk Factors
10Item 1B
Unresolved Staff Comments
16Item 2
Properties
16Item 3.
Legal Proceedings
16Item 4
Removed and Reserved
16Item 5
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
16Item 6
Selected Financial Data
17Item 7
Management’s Discussion and Analysis of Financial Condition and Results of Operation
18Item 8.
Financial Statements and Supplemental Data
22Item 9
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
23Item 9A.
Controls and Procedures
23Item 9A(T)
Controls and Procedures
24Item 9B.
Other Information
25Item 10
Directors, Executive Officers, and Corporate Governance
25Item 11.
Executive Compensation
26Item 12
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
28Item 13
Certain Relationships and Related Transactions and Director Compensation
29Item 14
Principal Accountant Fees and Services
29Item 15
Exhibits and Financial Statement Schedules
30











3





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





Available Information





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





Glossary





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





Arkose – a feldspar-rich sandstone.





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





Chloritization – The conversion of or replacement by chlorite.





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





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





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





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





Fluvial - Of or pertaining to a river or rivers.





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





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





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





Granite - any holocrystalline, quartz-bearing plutonic rock.





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





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





In Situ leach mining (ISL) - The recovery through chemical leaching of mineral from an ore body without physical extraction of the ore from the ground: also referred to as "solution mining."





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





4





Glossary - continued




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





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





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




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





Syncline - A down-arching fold in bedded rocks.





Tuff - A general term for all consolidated pyroclastic rocks.








PART I





ITEM 1. DESCRIPTION OF BUSINESS





BUSINESS DEVELOPMENT





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





Our shares of common stock are quoted on Pink OTC Markets under the symbol “SRCN”.





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





Transfer Agent





Our transfer agent is Transfer Online, Inc. of 512 SE Salmon Street, Portland, Oregon  USA 97214.





CURRENT BUSINESS OPERATIONS





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









5




ITEM 1. DESCRIPTION OF BUSINESS - continued




MINERAL PROPERTIES





The location of our mineral properties is summarized as follows:





Location
Approximate AcreageElkhorn Property,

Beaverhead County, Montana
920 acres





Mineral Property Acquisition Agreement/Elkhorn Property





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





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





In order to exercise the Option, we were obligated to provide the following consideration to the Vendors in the following manner: (i) we caused one of our certain existing founding shareholders to sell an aggregate of 2,000,000 of our post-forward stock split restricted and controlled and issued and outstanding common shares from the holdings of such shareholder (each an "Affiliate Share") to the order and direction of the Vendors at a purchase price of U.S. $0.0001 per Affiliate Share, as follows: (a) 1,000,000 Affiliates Shares to Balbach Colorado Inc, (b) 600,000 Affiliate Shares to Elk Creek Corporation, and (c) 400,000 Affiliate Shares to Major Ventures LLC; and (ii) we have paid to or on the Vendors’ behalf, all underlying option, regulatory and governmental payments and assessment work required to keep the mineral property interests comprising the Property and any underlying option agreements respecting any of the mineral property interests comprising the Property in good standing.





On March 27, 2008, we completed the acquisition requirements under the Agreement and exercised the Option and thereby acquired an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property. During fiscal year ended March 31, 2008, we paid an aggregate of $85,000 to the Vendors, of which $4,900 for geologists’ fees spent were recorded as acquisition of mineral property, and the remaining was administration expenditures which were expenses as exploration and development in mineral property costs.





As of August 31, 2008, we have decided to allow the leases on the Roaring River and Ramey Creek properties to lapse without renewal due to difficulties with environmental policies that were not conducive to long term exploration initiatives. We have thus impaired lapsed mineral properties by $15,347 during fiscal year ended March 31, 2009.





Effective on June 30, 2009, we decided to renew fifty (50) of the eighty-six (86) total claims based on identification of exploratory and geological work indicating core claims and to allow the remaining thirty-six (36) claims comprising the property to lapse without renewal. Management has analyzed the market conditions and rising price for molybdenum and believes that such factors increase the potential value of these claims as an exploration target. We have thus impaired lapsed mineral properties by $3,580  during fiscal year ended March 31, 2010 on the basis of net acres abandoned. The renewed lease on the Elkhorn property remains in good standing and is paid through August 2010.





As of the date of this Annual Report, the Elkhorn Property is comprised of 50 staked MO Lode mining claims on approximately 920 acres within the Elkhorn Mining District in Beaverhead County, Montana.





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





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








6




ITEM 1. DESCRIPTION OF BUSINESS - continued




MINERAL PROPERTIES - continued




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





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





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





Current and Planned Exploration Efforts. Current exploration efforts involve surface mapping and sampling of previously mined areas.  Geochemical sampling indicates low molybdenum values in the veins of the upper block.  Samples of sediment washed out of the 1000 level adit yield higher molybdenum values.   Surface sampling has continued to identify future drill sites in order to establish the full parameters of the mineralized zone. Recent exploration efforts involve surface mapping and sampling of previously mined areas. Geochemical sampling indicates low molybdenum values in the veins of the upper block.  Samples of sediment washed out of the 1,000 level adit yield higher molybdenum values.  Efforts two years ago were focused on preparing and filing plans with the local Forest Service District Ranger for permitting of surface drilling operations. Two diamond drill holes have been drilled by the Company in October, 2008 that have targeted the molybdenum mineralization previously noted in the 1,000 level adit to ascertain preliminary distribution and depth of mineralization.  Directional drilling at angles of 70-75 degrees for each hole was drilled to a distance of 1,000 lineal feet to a vertical depth exceeding 600 feet, below that level previously noted in the 1,000 level adit.  Both holes were collared at an elevation of 8,200 feet.  Completion of all assay results for the drilling has not been completed based on nominal preliminary results of certain test assays of drill cores.  Although certain target mineralization was encountered, the results were inconclusive based on only two drill holes.  Surface sampling will also continue to identify future drill sites in order to help establish the full parameters of the potential mineralized zones.  Drilling site selection was conducted in conjunction with the US Forest Service and required government authorities.





Placer Lease Acquisition Agreement/Sydney Creek





On March 15, 2006, we entered into a Placer Lease Acquisition Agreement with Karl Gruber (the “Prospect Lease”) whereby we purchased a 100% interest in an unpatented lease to prospect a five mile portion of Sidney Creek located approximately one mile downstream of Iron Creek, in the Whitehorse Mining Division of the Yukon Territory, Canada.  The purchase price was paid by the issuance of 120,000 post-forward stock split shares of our common stock for a total cost of $300. The term of the lease is one-year renewable for two additional one-year periods if we incur the qualifying property expenditures required under the Prospect Lease. Further, the claims expired and certain of the claims of interest have been re-staked.








7




ITEM 1. DESCRIPTION OF BUSINESS - continued
  MINERAL PROPERTIES - continued





We owned title to the prospect lease.  The prospect lease constitutes a disposition of land granted under the Placer Mining Act (Yukon Territory, Canada).  The prospect lease cannot be mined but can be staked into claim if it is kept in good standing. During fiscal year ended March 31, 2007, we incurred the required expenditures and renewed the term of the Prospect Lease for an additional year. Subsequent to fiscal year ended March 31, 2008, the Prospect Lease expired and we have re-staked a portion of the property approximating 247 acres in two claims.





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





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





Present Condition and Current Status.Our Prospect Lease presently does not have any mineral reserves and the Prospect Lease Property is undeveloped and does not contain any open-pit or underground mines.  There is no plant or equipment located on the property. Restaking in areas of interest has been completed resulting in approximately 247 acres that have been re-leased through July 2010.  The Company has decided to abandon the claims of interest to concentrate on the Company’s US claims and further acquisitions.
 
 PROPOSED FUTURE BUSINESS OPERATIONS





Our current strategy is to complete further acquisition of additional mineral opportunities which fall within the criteria of providing a geological basis for development of mining initiatives that can provide revenue potential and production cash flows and create expanding reserves. Our emphasis during the past fiscal year was on exploration objectives targeting molybdenum. We are also considering further options for acquisitions and development mandates that may or may not be molybdenum related. We anticipate that our ongoing efforts, subject to adequate funding being available, will continue to be focused on successfully concluding negotiations for additional interests in mineral properties. We plan to build a strategic base of exploration properties with mineral production capability.





Our ability to continue to complete planned exploration activities and expand acquisitions and explore mining opportunities is dependent on adequate capital resources being available and further sources of debt and equity being obtained.  See “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.”





COMPETITION





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





GOVERNMENT REGULATION





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





U.S. Federal and State Environmental Law





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





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







8
  ITEM 1. DESCRIPTION OF BUSINESS - continued
  GOVERNMENT REGULATION - continued
  Under the Resource Conservation and Recovery Act (RCRA) and related state laws, mining companies may incur costs for generating, transporting, treating, storing or disposing of hazardous or solid wastes associated with certain mining-related activities.





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





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





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





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





U.S. Federal and State Reclamation Requirements





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





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





ENVIRONMENTAL MATTERS





Our operations and properties will be subject to extensive and changing federal, state and local laws and regulations relating to environmental protection, including the generation, storage, handling, emission, transportation  and discharge of materials into the environment, and relating to safety and health. The recent trend in environmental legislation and regulation generally is toward stricter standards, and this trend will likely continue. These laws and regulations may (i) require the acquisition of a permit or other authorization before construction or drilling commences and for certain other activities; (ii) limit or prohibit construction, drilling and other activities on certain lands lying within wilderness and other protected areas; and (iii) impose substantial liabilities for pollution resulting from our operations. The permits required for several of our operations are subject to revocation, modification and renewal by issuing authorities. Governmental authorities have the power to enforce their regulations, and violations are subject to fines or injunctions, or both. In the opinion of management, we are in substantial compliance with current applicable environmental law and regulations, and we have no material commitments for capital expenditures to comply with existing environmental requirements. Nevertheless, changes in existing environmental laws and regulations or in interpretations thereof could have a significant impact on our business operations, as well as the minerals exploration industry in general.





The Comprehensive Environmental, Response, Compensation, and Liability Act ("CERCL ") and comparable state statutes impose strict, joint and several liability on owners and operators of sites and on persons who disposed of or arranged for the disposal of "hazardous substances" found at such sites. It is not uncommon for the neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. The Federal Resource Conservation and Recovery Act ("RCRA") and comparable state statutes govern the disposal of "solid waste" and "hazardous waste" and authorize the imposition of substantial fines and penalties for noncompliance. Although CERCLA currently excludes petroleum from its definition of "hazardous substance," state laws affecting our operations impose clean-up liability relating to petroleum and petroleum related products. In addition, although RCRA classifies certain oil field wastes as "non-hazardous," such exploration and production wastes could be reclassified as A hazardous wastes, thereby making such wastes subject to more stringent handling and disposal requirements.






9
  ITEM 1. DESCRIPTION OF BUSINESS - continued
  ENVIRONMENTAL MATTERS - continued
  Some of our properties may be operated in the future by third parties over which we have no control. Notwithstanding our lack of control over properties operated by others, the failure of the operator to comply with applicable environmental regulations may, in certain circumstances, adversely impact our business operations.





The National Environmental Policy Act ("NEPA") is applicable to many of our planned activities and operations. NEPA is a broad procedural statute intended to ensure that federal agencies consider the environmental impact of their actions by requiring such agencies to prepare environmental impact statements ("EIS") in connection with all federal activities that significantly affect the environment. Although NEPA is a procedural statute only applicable to the federal government, a portion of our properties may be acreage located on federal land. The Bureau of Land Management's issuance of drilling permits and the Secretary of the Interior's approval of plans of operation and lease agreements all constitute federal action within the scope of NEPA. Consequently, unless the responsible agency determines that our drilling activities will not materially impact the environment, the responsible agency will be required to prepare an EIS in conjunction with the issuance of any permit or approval.




The Endangered Species Act ("ESA") seeks to ensure that activities do not jeopardize endangered or threatened animals, fish and plant species, nor destroy or modify the critical habitat of such species. Under ESA, exploration and production operation, as well as actions by federal agencies, may not significantly impair or jeopardize the species or their habitat. ESA provides for criminal penalties for willful violations of the Act. Other statutes that provide protection to animal and plant species and that may apply to our operations include, but are not necessarily limited to, the Fish and Wildlife Coordination Act, the Fishery Conservation and Management Act, the Migratory Bird Treaty Act and the National Historic Preservation Act. Although we believe that our operations are in substantial compliance with such statutes, any change in these statutes or any reclassification of a species as endangered could subject us to significant expense to modify our operations or could force to discontinue certain operations altogether.





Management believes that we are in substantial compliance with current applicable environmental laws and regulations.





RESEARCH AND DEVELOPMENT ACTIVITIES





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





EMPLOYEES





We do not employ any person on a full-time or on a part-time basis. Mr. Gerry Jardine is our President and Chief Executive Officer. He, in conjunction with Richard Thomssen, our Vice  President of Exploration, and other key geological consultants, are primarily responsible for all our day-to-day operations. Other services are provided by outsourcing, consultant, and special purpose contracts.





ITEM 1A. RISK FACTORS





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





RISKS RELATED TO OUR BUSINESS





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





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





10
  ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR BUSINESS - continued
  Our properties do not contain reserves in accordance with the definitions adopted by the Securities and Exchange Commission, and there is no assurance that any exploration programs that we out will establish reserves. Our mineral properties are in the exploration stage as opposed to the development stage and have no known body of economic mineralization. The known mineralization at these projects has not yet been determined, and may never be determined to be economic. We plan to conduct further exploration activities on our mineral properties, which future exploration may include the completion of feasibility studies necessary to evaluate whether commercial mineable mineral exists on any of our properties. There is a substantial risk that these exploration activities will not result in discoveries of commercially recoverable quantities of mineral. Any determination that our properties contain commercially recoverable quantities of mineral may not be reached until such time that final comprehensive feasibility studies have been concluded that establish that a potential mine is likely to be economical. There is a substantial risk that any preliminary or final feasibility studies carried out by us will not result in a positive determination that our mineral properties can be commercially developed.





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





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





·            identification of potential mineralization based on superficial analysis;





·            availability of government-granted exploration permits;





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





·            the capital available for exploration.





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





Certain Mineral Prices May Not Support Corporate Profit.





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





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





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









11




ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR BUSINESS - continued
  We have a history of operating losses and there can be no assurances we will be profitable in the future.





We have a history of operating losses, expect to continue to incur losses, and may never be profitable, and we must be considered to be in the exploration stage. Further, we have been dependent on sales of our equity securities and debt financing to meet our cash requirements. We have incurred losses totaling approximately ($1,107,631) from October 7, 2005 (inception) to March 31, 2010. As of March 31, 2010, we had an accumulated deficit of ($1,107,631) and had incurred losses of approximately ($224,136) during fiscal year ended March 31, 2010. Further, we do not expect positive cash flow from operations in the near term. There is no assurance that actual cash requirements will not exceed our estimates. In particular, additional capital may be required in the event that: (i) the costs to acquire additional mineral exploration claims are more than we currently anticipate; (ii) exploration and or future potential mining costs for additional claims increase beyond our expectations; or (iii) we encounter greater costs associated with general and administrative expenses or offering costs.





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





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





The financial statements for the fiscal years ended March 31, 2010 and March 31, 2009 have been prepared “assuming that the Company will continue as a going concern,” which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business. Our ability to continue as a going concern is dependent on raising additional capital to fund our operations and ultimately on generating future profitable operations. There can be no assurance that we will be able to raise sufficient additional capital or eventually have positive cash flow from operations to address all of our cash flow needs. If we are not able to find alternative sources of cash or generate positive cash flow from operations, our business and shareholders will be materially and adversely affected. See “Item 7. Management’s Discussion and Analysis or Plan of Operation – Going Concern.”





We will require additional funding in the future.





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





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





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





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





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






12
  ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR BUSINESS - continued
  The risks associated with exploration and development and, if applicable, mining could cause personal injury or death, environmental damage, delays in mining, monetary losses and possible legal liability.





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





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





Access to the property that is the subject to the Elkhorn Property (which is located in Montana) may be restricted in winter months due to inclement weather.  As a result, any attempts to visit, test or explore such properties are limited to those months when weather permits such activities. These limitations can result in significant delays in exploration efforts, as well as any mining or production in the event that commercial amounts of minerals are found. This may cause our business venture to fail and the loss of your entire investment in our common stock.





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





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




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





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





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





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





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





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






13
  ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR BUSINESS - continued
  Future potential mineral mining operations and current exploration activities are or will be subject to extensive laws and regulations governing prospecting, development, production, exports, taxes, labor standards, occupational health, waste disposal, protection and remediation of the environment, protection of endangered and protected species, mine safety, toxic substances and other matters. Mineral mining is also subject to risks and liabilities associated with pollution of the environment and disposal of waste products occurring as a result of mineral exploration and production. Compliance with these laws and regulations will impose substantial costs on us and will subject us to significant potential liabilities.





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





If we fail to meet requirements property claim maintenance requirements and other government regulated requirements on a timely basis, our prospect leases will lapse and we may be prevented from staking a lease covering the same ground.  Accordingly, you could lose all or part of your investment in our common stock.





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





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





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





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





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





Our extremely limited personnel means that we would be required to spend significant sums of money to locate and train new employees in the event any of our employees resign or terminate their employment with us for any reason.





Due to our limited operating history and financial resources, we are entirely dependent on the continued service of Gerry Jardine, our President/Chief Executive Officer, Secretary/Treasurer and Chief Financial Officer/Principal Accounting Officer and a director, and Richard Thomssen, our Vice  President of Exploration and a director. Further, we do not have key man life insurance on these individuals. We may not have the financial resources to hire a replacement if they die or cease to provide services to the Company. The loss of service of these consultants could therefore significantly and adversely affect our operations.





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





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





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





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








14




ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR COMMON STOCK





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





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





As of the date of this Annual Report, there are 33,035,800 outstanding shares of our common stock that are restricted securities as that term is defined in Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”). Although the Securities Act and Rule 144 place certain prohibitions on the sale of restricted securities, restricted securities may be sold into the public market under certain conditions. See “Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.”





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





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





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





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





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





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





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





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






15
  ITEM 1A. RISK FACTORS - continued
  RISKS RELATED TO OUR COMMON STOCK - continued
  A majority of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.





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





ITEM 1B. UNRESOLVED STAFF COMMENTS





As of the date of this Annual Report, there are no unresolved comments pending from the Securities and Exchange Commission.





ITEM 2. PROPERTIES





Our principal office space is located at 789 West Pender Street, Suite 1010, Vancouver, British Columbia V6C 1H2. This office space is for the conduct of our business operations and is provided at nominal cost. The office and services related thereto may be cancelled at any time with a thirty day notice.





ITEM 3. LEGAL PROCEEDINGS





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




ITEM 4. REMOVED AND RESERVED











PART II





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





MARKET FOR COMMON EQUITY





Shares of our common stock commenced trading on the OTC Bulletin Board under the symbol “SRCN:OB” commencing approximately December 2007. The Company’s shares currently are quoted on the Pinks OTC Markets.The market for our common stock is limited, and can be volatile. The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated as quoted by the NASDAQ stock market. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.





Quarter Ended
High Bid
Low BidMarch 31, 2010
n/a
n/aDecember 31, 2009
n/a
n/aAugust 31, 2009
n/a
n/aJune 30, 2009
n/a
n/aMarch 31, 2009
n/a
n/aDecember 31, 2008
n/a
n/aAugust 31, 2008
n/a
n/aJune 30, 2008
n/a
n/aMarch 31, 2008
n/a
n/aDecember 31, 2007
$ 1.80
n/a





As of March 31, 2010, we had 78 shareholders of record, which does not include shareholders whose shares are held in street or nominee names.








16




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




DIVIDEND POLICY




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





SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS





We do not have any equity compensation plan authorized or adopted. The table set forth below presents information relating to our equity compensation plans as of March 31, 2010:





Plan Category
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights

(a)
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights

(b)
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding column (a))Equity Compensation Plans Approved by Security Holders
n/a
n/a
n/aEquity Compensation Plans Not Approved by Security HoldersWarrants
400,000
$0.35
-0-Total
400,000





Common Stock Purchase Warrants





As of the date of this Annual Report, there are an aggregate of 400,000 common stock purchase warrants issued and outstanding (the “Warrants”) to purchase shares of common stock. During fiscal year ended March 31, 2010, an aggregate 1,480,000 warrants expired by their terms. The aggregate 400,000 Warrants and the shares of common stock underlying the Warrants were issued in a private placement by us during fiscal year ended March 31, 2009 and have an exercise price of $0.35 per share exercisable for a two-year period from the date of issuance.





As of the date of this Annual Report, none of the 400,000 Warrants have been exercised.





RECENT SALES OF UNREGISTERED SECURITIES





As of the date of this Annual Report and during fiscal year ended March 31, 2009, to provide capital, we sold stock in private placement offerings, issued stock in exchange for our debts or pursuant to contractual agreements as set forth below.





ITEM 6. SELECTED FINANCIAL DATA





The following selected financial information is qualified by reference to, and should be read in conjunction with our financial statements and the notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operation” contained elsewhere herein. The selected income statement data for fiscal years ended March 31, 2010 and 2009 and the selected balance sheet data as of March 31, 2010 and 2009 are derived from our audited financial statements which are included elsewhere herein.


Fiscal Years Ended

March 31

2010 and 2009


For the Period from October 7, 2005 (inception) to March 31, 2010STATEMENT OF OPERATIONS DATAExpensesConsulting

$
103,100


$
191,452


$
357,351Depreciation


768



230



1,228Interest


15,309



5,999



21,308Impairment of properties


3,508



15,347



18,927Legal


19,207



36,149



159,898Management fees


-



-



15,000Mineral property exploration


7,025



199,284



307,095Office and administration


47,641



54,448



144,089Professional services


27,506



28,485



91,328Loss from Operations


(224,136
)


(531,394
)


(1,116,224
)Settlement of debt


-0-



-0-



8,593Net Income (Loss)

$
(224,136
)

$
(531,394
)

$
(1,107,631
)BALANCE SHEET DATATotal Assets

$
8,987


$
14,160Total Liabilities


548,700



329,737Stockholders Equity (Deficit)

$
(539,713
)

$
(315,577)





17





ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION





The summarized financial data set forth in the table below is derived from and should be read in conjunction with our audited financial statements for the period from inception (October 7, 2005) to fiscal year ended March 31, 2010, including the notes to those financial statements which are included in this Annual Report. The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this Annual Report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include, but are not limited to those discussed below and elsewhere in this Annual Report, particularly in the section entitled "Risk Factors". Our audited financial statements are stated in United States Dollars and are prepared in accordance with United States Generally Accepted Accounting Principles.





We are an exploration stage company and have not generated any revenue to date. The following table sets forth selected financial information for the periods indicated. We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.





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





RESULTS OF OPERATION





Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31, 2009.





Our net loss for fiscal year ended March 31, 2010 was ($224,136) compared to a net loss of ($531,394) during fiscal year ended March 31, 2009 (a decrease of $307,258). During fiscal years ended March 31, 2010 and 2009, we did not generate any revenue.





During fiscal year ended March 31, 2010, we incurred operating expenses of approximately $224,136 compared to $531,394 incurred during fiscal year ended March 31, 2009 (a decrease of $307,258). The operating expenses incurred during fiscal year ended March 31, 2010 consisted of: (i) consulting of $103,100 (2009: $191,452); (ii) depreciation of $768 (2009: $230); (iii) interest of $15,309 (2009: $5,999); (iv) impairment of mineral properties of $3,580 (2009: $15,347); (v) legal of $19,207 (2009: $36,149); (vi) mineral property exploration of $7,025 (2009: $199,284); (vii) office and administration of $47,641 (2009: $54,448); and (viii) professional services of $27,506 (2009: $28,485).





Operating expenses incurred during fiscal year ended March 31, 2010 compared to fiscal year ended March 31, 2009 decreased primarily due to the decrease of consulting and mineral property exploration fees associated with the decreased scope and scale of our exploration operations. General and administrative expenses generally include corporate overhead, financial and administrative contracted services, marketing, and consulting costs.





Thus, our net loss during fiscal year ended March 31, 2010 was ($224,136) or ($0.00) per share compared to a net loss of ($531,394) or ($0.01) per share during fiscal year ended March 31, 2009. The weighted average number of shares outstanding was 72,755,800 for fiscal year ended March 31, 2010 compared to 78,296,574 for fiscal year ended March 31, 2009.





LIQUIDITY AND CAPITAL RESOURCES





Fiscal Year Ended March 31, 2010





As at fiscal year ended March 31, 2010, our current assets were $3,770 and our current liabilities were $548,700, which resulted in a working capital deficit of ($544,930). As at fiscal year ended March 31, 2010, current assets were comprised of: (i) cash in the amount of $2,057; and (ii) receivables in the amount of $1,713. As at fiscal year ended March 31, 2010, current liabilities were comprised of: (i) $217,873 in accounts payable and accrued liabilities; (ii) $232,810 in promissory notes; and (iii) $98,017 due to related parties.





As at March 31, 2010, our total assets were $8,987 comprised of: (i) current assets of $3,770; and (ii) mineral properties of $5,217. The decrease in total assets during fiscal year ended March 31, 2010 from fiscal year ended March 31, 2009 was primarily due to a decrease in the value of mineral properties.





As at March 31, 2010, our total liabilities were $548,700 comprised entirely of current liabilities. The increase in liabilities during fiscal year ended March 31, 2010 from fiscal year ended March 31, 2009 was primarily due to an increase in accounts payable and accrued liabilities and an increase in promissory notes and amounts due to related parties.





Stockholders’ deficit increased from ($315,577) for fiscal year ended March 31, 2009 to ($539,713) for fiscal year ended March 31, 2010.









18




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION - continued




LIQUIDITY AND CAPITAL RESOURCES - continued




Cash Flows from Operating Activities





We have not generated positive cash flows from operating activities. For fiscal year ended March 31, 2010, net cash flows used in operating activities was ($61,389), consisting primarily of a net loss of ($224,136). Net cash flows used in operating activities was adjusted by items not requiring the use of cash: (i) $768 in depreciation; (ii) $15,099 in accrued interest; (iii) $3,580 in impairment of mineral properties; and (iv) $60,000 in accrued consulting fees. Net Cash flows used in operating activities was further changed by $723 in receivables and $82,577 in accounts payable and accrued liabilities.





For fiscal year ended March 31, 2009, net cash flows used in operating activities was ($422,651), consisting primarily of a net loss of ($531,394). Net cash flows used in operating activities was adjusted by items not requiring the use of cash: (i) $230 in depreciation; (ii) $5,868 in accrued interest; and (iii) $15,347 in impairment of mineral properties. Net cash flows used in operating activities was further changed by: (i) receivables of $621; and (ii) $86,677 in accounts payable and accrued liabilities.





Cash Flows from Investing Activities





For fiscal year ended March 31, 2010, net cash flows used in investing activities was $-0-. For fiscal year ended March 31, 2009, net cash flows used in investing activities was $-0-.





Cash Flows from Financing Activities





We have financed our operations primarily from either advancements or the issuance of equity and debt instruments. For fiscal year ended March 31, 2010, net cash flows provided from financing activities was $61,287 compared to $276,556 for the fiscal year ended March 31, 2009. Cash flows from financing activities for fiscal year ended March 31, 2010 consisted of: (i) $62,843 in promissory notes, which was offset by ($1,556) in repayment of advances from a related party. Cash flows from financing activities for fiscal year ended March 31, 2009 consisted of: (i) $100,000 in proceeds on sale of common stock; (ii) $27,556 in advances from a related party; and (iii) $149,000 in promissory notes.





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





PLAN OF OPERATION AND FUNDING





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





During fiscal year ended March 31, 2009, we completed a private placement offering (the “Private Placement Offering”), whereby we issued an aggregate of 400,000 units at $0.25 per unit for proceeds of $100,000. Each unit consists of one share of our restricted common stock and one non-transferable share purchase warrant exercisable at $0.35 per share for a two-year period from the date of share issuance.  The Private Placement Offering was completed in reliance on Regulation S of the Securities Act. Sales were made to only non-U.S. residents. The Private Placement Offering was not registered under the Securities Act or under any state securities laws and may not be offered or sold without registration with the Securities and Exchange Commission or an applicable exemption from the registration requirements. The per share price of the Private Placement Offering was arbitrarily determined by our Board of Directors based upon analysis of certain factors including, but not limited to, stage of development, industry status, investment climate, perceived investment risks, our assets, and net estimated worth.





Plan of Operations





Our plan of operations for the next twelve months is to complete the following objectives within the time periods specified, subject to our obtaining the funding necessary.We anticipate expenditures as follows during the next phase of exploration and development of our Elkhorn property subject to the availability of adequate funding yet to be obtained.






19




ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION - continued


PLAN OF OPERATION AND FUNDING - continued


Elkhorn Property

Budgeted ExpenseLand acquisition and maintenance

$
30,000Personnel and travel


50,000Consultants


30,000Drilling 5,000 feet at 60 foot (4 DDH)


300,000Road and drillsite preparations


20,000Engineering, surveying


15,000Assaying (500 samples at 50 foot intervals)


25,000Contingency and unallocated


80,000Elkhorn Property Total:


550,000





We will have to raise additional funding in order to conduct any such work programs outlined above and budgeted expenditures relating to the Elkhorn Property as well as ongoing general and administrative expenses and those required costs related to the Property relating to the Agreement.  We will also have to settle existing payables and extinguish existing debts.





We estimate that our total expenditures over the next twelve months could be approximately $750,000 to $900,000. Possible future acquisition targets remain unbudgeted in the estimate of expenditures.





Advances and further private placements are expected to be adequate to fund our operations over the next six months. However, we will require financing to enable us to complete our exploration programs, and to pay for our general and administrative expenses for the next 12 months.





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





We may consider entering into a joint venture arrangement to provide the required funding to develop our current or future properties under consideration by management. We have undertaken preliminary efforts to locate a joint venture participant for our Elkhorn property. Even if we determined to pursue a joint venture participant, there is no assurance that any third party would enter into a joint venture agreement with us in order to fund exploration of our prospect claims. If we entered into a joint venture arrangement, we would likely have to assign a percentage of our interest in our prospect lease to the joint venture participant.





MATERIAL COMMITMENTS





As of the date of this Annual Report, and other than our continuing obligations under the Agreement, we do not have any material commitments other than as described below.





Promissory Notes





On May 27, 2008, we issued a promissory in the principal amount of $50,000 due on August 26, 2008. The note is unsecured and bears interest at the rate of 7%. The promissory note was not paid on August 26, 2008, therefore, the note continues to accrue interest at the rate of 7% per annum and is due upon demand. During fiscal years ended March 31, 2010 and March 31, 2009, interest of $3,567 and $2,886 respectively, was accrued.





On September 12, 2008, we issued a promissory note in the principal amount of $20,000 due within 190 days from the date of issuance. The promissory note is unsecured and bears interest at the rate of 8% per annum. The note was not repaid at the end of term and continues to accrue interest at originally stated rate of interest. During fiscal years ended March 31, 2010 and March 31, 2009, interest of $1,600 and $881 respectively, was accrued. The note is due on demand and continues to accrue interest at its originally stated terms.





On November 20, 2008, we issued a promissory note in the principal amount of $4,000 due within six months from the date of issuance. The promissory note is unsecured and bears interest at the rate of 10% per annum. The note was not repaid at the end of term and continues to accrue interest at originally stated rate of interest.  During fiscal years ended March 31, 2010 and March 31, 2009, interest of $429 and $145, respectively, was accrued.  Moreover, two further unsecured notes with annual interest at 10% were issued by us to this creditor on September 18, 2009 and November 13, 2009 in the amount of $650 and $4,100, respectively.  Each of these notes is for a one year term from the date of issuance. During fiscal year ended March 31, 2010, interest of $243 accrued on both these notes. In addition, two further unsecured notes with annual interest at 10% were issued by us to this creditor on June 3, 209 and February 3, 2010 in the amounts of $984 (CDN$1,000) and $9,809 (CDN$10,000), respectively. Each of these notes is for a one year term from the date of issuance. During fiscal year ended March 31, 2010, interest of $159 was accrued on both notes.  Lastly, a further unsecured note with annual interest at 10% was issued by us to this creditor on January 18, 2010 in the amount of $7,300. This note is for a one year term from the date of issuance. During fiscal year ended March 31, 2010, interest of $146 was accrued on this note.




20
  ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT OF OPERATION - continued


MATERIAL COMMITMENTS - continued
  On December 3, 2008, we issued a promissory note to one of our significant shareholders in the principal amount of $75,000 due on June 4, 2009. The note is unsecured with interest at the annual rate of 8%, compounded monthly. During fiscal years ended March 31, 2010 and March 31, 2009, interest of $6,353 and $1,956, respectively, was accrued. On June 16, 2009, we issued a second promissory note to this shareholder in the amount of $40,000. The note was due on December 16, 2009, is unsecured, and bears interest at 8% per annum compounded monthly. Interest of $2,602 was accrued during fiscal year ended March 31, 2010. These notes were not repaid on their due dates and continue to accrue interest at originally stated terms
  PURCHASE OF SIGNIFICANT EQUIPMENT





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





OFF-BALANCE SHEET ARRANGEMENTS





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





GOING CONCERN





The independent auditors' report accompanying our March 31, 2010 and March 31, 2009 financial statements contains an explanatory paragraph expressing substantial doubt about our ability to continue as a going concern. The financial statements have been prepared "assuming that we will continue as a going concern," which contemplates that we will realize our assets and satisfy our liabilities and commitments in the ordinary course of business.





RECENT ACCOUNTING PRONOUNCEMENTS





In June 2009, the Financial Accounting Standards Board (“FASB”) issued guidance that establishes general standards of accounting for recognizing in the financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued.  Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued. Some nonrecognized subsequent events must be disclosed to keep the financial statements from being misleading.  For such events a company must disclose the nature of the event, an estimate of its financial effect, or a statement that such an estimate cannot be made. This Statement applies prospectively for interim or annual financial periods ending after June 15, 2009. The adoption had no material impact on the Company’s results of operations and financial position.





In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of U.S. authoritative generally accepted accounting principles (GAAP). The codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance. The adoption of this guidance will not have an effect on the Company’s results of operations, financial position or cash flows.





Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are note expected to be significant to our financial statements.







21





ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA












Silica Resources Corporation


(An Exploration Stage Company)




FINANCIAL STATEMENTS




March 31, 2010










IndexReport of Independent Registered Public Accounting Firm Dated June 19, 2010
F–1Balance Sheets as at March 31, 2010 and March 31, 2009
F–2Statements of Operations for Fiscal Years Ended March 31, 2010 and March 31, 2009 and for the Period From October 7, 2005 (Inception) to March 31, 2010
F–3Statements of Cash Flows for the Fiscal Years Ended March 31, 2010 and March 31, 2009and for the Period From October 7, 2005 (Inception) to March 31, 2010
F–5Statement of Stockholders’ Deficit
F–6Notes to the Financial Statements
F–7

















22












REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Stockholders and Board of Directors of Silica Resources Corporation:





We have audited the accompanying balance sheets of Silica Resources Corporation (an exploration stage company) as of March 31, 2010 and 2009 and the statements of operations, cash flows and stockholders’ deficit for the years ended March 31, 2010 and 2009 and the period from October 7, 2005 (date of inception) through March 31, 2009.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.





We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement.  The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.





In our opinion, these financial statements present fairly, in all material respects, the financial position of Silica Resources Corporation as of March 31, 2010 and 2009 and the results of its operations and its cash flows for the years ended March 31, 2010 and 2009, and the period from October 7, 2005 (date of inception) through March 31, 2010 in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 1 to the financial statements, the Company has not generated revenues since inception, has incurred losses in developing its business, and further losses are anticipated.  The Company requires additional funds to meet its obligations and the costs of its operations.  These factors raise substantial doubt about the Company’s ability to continue as a going concern.  Management’s plans in this regard are described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.











"DMCL"


Dale Matheson Carr-Hilton LaBonte LLP


CHARTERED ACCOUNTANTS


Vancouver, Canada


June 19, 2010













F-1





Silica Resources Corporation


(An Exploration Stage Company)


Balance Sheets








March 31, 2010

$


March 31, 2009

$ASSETSCurrent AssetsCash


2,057



2,159Receivables (Note 3)


1,713



2,4363,770



4,595Mineral properties (Note 4)


5,217



8,797Equipment, net of depreciation


-



768Total Assets


8,987



14,160LIABILITIES AND STOCKHOLDERS’ DEFICITCurrent LiabilitiesAccounts payable and accrued liabilities


217,873



135,296Promissory notes (Notes 7)


232,810



154,868Due to related parties (Note 6)


98,017



39,573Total Liabilities


548,700



329,737Stockholders’ DeficitCapital stock (Note 5)

Authorized: 2,000,000,000 common shares,

$0.001 par value

Issued and outstanding: 72,755,800 shares

(March 31, 2009 –  72,755,800 shares)


72,756



72,756Warrants (Note 5)


12,703



61,235Additional paid in capital


482,459



433,927Deficit accumulated during the exploration stage


(1,107,631
)


(883,495
)Total Stockholders’ Deficit


(539,713
)


(315,577
)Total Liabilities and Stockholders’ Equity


8,987



14,160





Contingency (Note 1)


Commitment (Note 9)










The accompanying notes are an integral part of these financial statements


F-2


Silica Resources Corporation


(An Exploration Stage Company)


Statements of Operations





For the

Year

Ended

March 31,


For the

Year

Ended

March 31,


Accumulated

From

October 7, 2005

(Date of Inception)

to March 31,2010


2009


2010$


$


$ExpensesConsulting


103,100



191,452



357,351Depreciation


768



230



1,228Interest


15,309



5,999



21,308Impairment of properties (Note 4)


3,580



15,347



18,927Legal


19,207



36,149



159,898Management fees


-



-



15,000Mineral property exploration (Note 6)


7,025



199,284



307,095Office and administration


47,641



54,448



144,089Professional services


27,506



28,485



91,328Loss from operations


(224,136
)


(531,394
)


(1,116,224
)Other item:Settlement of debt


-



-



8,593Net loss


(224,136
)


(531,394
)


(1,107,631
)Basic and diluted loss per share


(0.00
)


(0.01
)Weighted average number of shares outstanding – basic and diluted


72,755,800



78,296,574




















The accompanying notes are an integral part of these financial statements




F-3





Silica Resources Corporation


(An Exploration Stage Company)


Statements of Cash Flows








For the

Year

Ended

March 31,


For the

Year

Ended

March 31,


Accumulated

From

October 7, 2005

(Date of Inception)

to March 31,2010


2009


2010$


$


$Operating ActivitiesNet loss


(224,136
)


(531,394
)


(1,107,631
)Items not requiring the use of cashDepreciation


768



230



1,228Interest accrued


15,099



5,868



20,967Mineral property costs


-



-



300Consulting fees accrued


60,000



-



60,000Impairment of mineral properties


3,580



15,347



18,927Settlement of debt


-



-



(8,593
)Changes in operating assets and liabilitiesReceivables


723



621



(1,713
)Accounts payable and accrued liabilities


82,577



86,677



226,466Net Cash Used in Operating Activities


(61,389
)


(422,651
)


(790,049
)Investing ActivitiesAcquisition of mineral properties


-



-



(24,144
)Acquisition of office equipment


-



-



(1,228
)Net Cash Used in Investing Activities


-



-



(25,372
)Financing ActivitiesProceeds on sale of common stock


-



100,000



567,618(Repayment) advances from related party


(1,556
)


27,556



38,017Promissory notes


62,843



149,000



211,843Net Cash Provided by Financing Activities


61,287



276,556



817,478Increase (Decrease) in Cash


(102
)


(146,095
)


2,057Cash – Beginning


2,159



148,254



-Cash – End


2,057



2,159



2,057Supplemental Disclosures:Interest paid


–



–



–Income taxes paid


–



–



–








The accompanying notes are an integral part of these financial statements


F-4





Silica Resources Corporation


(An Exploration Stage Company)


Statement of Stockholders' Deficit


October 7, 2005 (Date of Inception) to March 31, 2010


DeficitAccumulatedAdditional


Common





during theCOMMON STOCK


Paid-in


Share





ExplorationNumber


Par Value


Capital


Subscription


Warrants


Stage


TOTAL$


$


$


$


$


$Beginning balance


-



-



-



-



-



-



-Capital Stock issued for Cash:- February 2006 at $0.00005 per share


60,000,000



60,000



(57,000
)


-



-



-



3,000- February 2006 at $0.0025 per share


24,000,000



24,000



36,000



-



-



-



60,000- March 2006 at $0.0025 per share


6,400,000



6,400



9,600



-



-



-



16,000Capital Stock issued for Mineral Property:- March 2006 at $0.0025 per share


120,000



120



180



-



-



-



300Capital Subscription


-



-



-



(2,000
)


-



-



(2,000
)Net loss


-



-



-



-



-



(12,280
)


(12,280
)Balance, March 31, 2006


90,520,000



90,520



(11,220
)


(2,000
)


-



(12,280
)


65,020Capital Stock issued for Cash:- June 2006 at $0.0025 per share


8,000,000



8,000



12,000



-



-



-



20,000- September 2006 at $0.0025 per share


800,000



800



1,200



-



-



-



2,000Capital Subscription


-



-



-



2,000



-



-



2,000Net loss


-



-



-



-



-



(127,317
)


(127,317
)Balance, March 31, 2007


99,320,000



99,320



1,980



-



-



(139,597
)


(38,297
)Capital Stock issued for Cash:- November 2007 to January 2008 at $0.25 per share


1,480,000



1,480



319,988



-



48,532



-



370,000Issue Cost - legal


-



-



(3,382
)


-



-



-



(3,382
)Net loss


-



-



-



-



-



(212,504
)


(212,504
)Balance, March 31, 2008


100,800,000



100,800



318,586



-



48,532



(352,101
)


115,817Capital Stock issued for Cash:- June 3, 2008 at $0.25 per share


400,000



400



86,897



-



12,703



-



100,000Shares Cancelled


(28,444,200
)


(28,444
)


28,444



-



-



-



-Net loss


-



-



-



-



-



(531,394
)


(531,394
)Balance, March 31, 2009


72,755,800



72,756



433,927



-



61,235



(883,495
)


(315,577
)1,480,000 warrants expired


-



-



48,532



-



(48,532
)


-



-Net loss


-



-



-



-



-



(224,136
)


(224,136
)Balance, March 31, 2010


72,755,800



72,756



482,459



-



12,703



(1,107,631
)


(539,713
)








The accompanying notes are an integral part of these financial statements


F-5
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 1
Nature of Operations and Basis of Presentation




Silica Resources Corporation (the "Company") was incorporated in the State of Nevada on October 7, 2005, and is in the exploration stage. The Company has acquired a mineral property located in the Yukon Territory, Canada, as well as certain other properties in the United States and has not yet determined whether these properties contain reserves that are economically recoverable. The recoverability of costs incurred for acquisition and exploration of each property will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company's interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under property agreements, completion of the development of the property, and upon future profitable production of proceeds from the sale thereof.




Going Concern




These financial statements have been prepared on a going concern basis which assumes that the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a working capital deficit of $544,930 as at March 31, 2010 ($325,142 – March 31, 2009) and has incurred losses since inception resulting in an accumulated deficit of $1,107,631 as at March 31, 2010 ($883,495 – March 31, 2009) and has overdue promissory notes of $209,406 as at March 31, 2010 and further losses are anticipated in the development of its business raising substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments to the amounts and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.  The ability to continue as a going concern is dependent upon the Company to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and ultimately generating profitable operations in the future. Management intends to finance operating costs over the next twelve months with existing cash on hand and loans from directors and private placement of common stock.





Note 2
Summary of Significant Accounting Policies





Basis of Presentation





The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.





Cash and Cash Equivalents





The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.At March 31, 2010 and 2009, the Company had no cash equivalents.





Mineral Properties





The Company accounts acquisition costs for mineral rights as tangible assets and shown as a separate component of property, plant, and equipment.   Costs relating to exploration and development are expensed as incurred until such time as economic reserves are quantified.  To date, the Company has not established any proven reserves on any of its mineral properties.





Estimated future removal and site restoration costs, when determinable are provided over the life of proven reserves on a units-of-production basis.  Costs, which include production equipment removal and environmental remediation, are estimated each period by management based on current regulations, actual expenses incurred, and technology and industry standards.  Any charge is included in exploration expense or the provision for depletion and depreciation during the period and the actual restoration expenditures are charged to the accumulated provision amounts as incurred.










F-6
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 2
Summary of Significant Accounting Policies - continued





Equipment





Equipment consists of office equipment and is recorded at cost. Equipment is depreciated on a declining balance basis at 20% per year over the respective life.





Use of Estimates and Assumptions





The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.





Foreign Currency Translation





The Company’s functional and reporting currency is the United States dollar.  Foreign currency transactions mainly occur in Canadian currency.   Foreign denominated monetary assets and liabilities are translated into their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Non monetary assets and liabilities are recorded at the exchange rates prevailing at the transaction date. Revenue and expenses are translated at average rates of exchange during the year. Exchange gains or losses resulting from foreign currency transactions are included in results of operations.





Financial Instruments





Financial instruments, which include cash, receivables, accounts payable, promissory notes and advances from related parties were estimated to approximate their carrying values due to the short-term maturity of these instruments. The fair value of the amounts due to related parties is not determinable as they have no specific repayment terms.





Environmental Costs





Environmental expenditures that relate to current operations are expensed or capitalized as appropriate. Expenditures that relate to an existing condition caused by past operations, and which do not contribute to current or future revenue generation, are expensed. Liabilities are recorded when environmental assessments and/or remedial efforts are probable, and the cost can be reasonably estimated. Generally, the timing of these accruals coincides with the earlier of completion of a feasibility study or the Company's commitments to plan of action based on the then known facts.




Income Taxes





Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.




Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.




F-7
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 2
Summary of Significant Accounting Policies - continued





Loss per Share





Basic loss per share is computed by dividing net loss available to common shareholders by the weighted average number of outstanding common shares during the period. Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the period including stock options and warrants, using the treasury method, and preferred stock, using the if-converted method. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. As the effects of conversion of dilutive securities is anti-dilutive, basic loss per share is equal to diluted loss per share as at the year ended March 31, 2010 and 2009.





Comprehensive Loss





For all periods presented, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in these financial statements.





Stock-based Compensation




The Company has estimated the appropriate fair value of each award as of the date of grant using the Black-Scholes option pricing model, which was developed for use in estimating the value of traded options that have no vesting restrictions and that are freely transferable. The Black-Scholes option pricing model considers, among other factors, the expected life of the award and the expected volatility of the Company’s stock price.  As at March 31, 2010, the Company has not granted any stock options and, therefore has not recognized any stock based compensation expense.





Recently Adopted Accounting Standards





In June 2009, the Financial Accounting Standards Board (“FASB”)issued guidance that establishes general standards of accounting for recognizing in the financial statements the effects of subsequent events that provide additional evidence about conditions that existed at the date of the balance sheet, including the estimates inherent in the process of preparing financial statements. An entity shall disclose the date through which subsequent events have been evaluated, as well as whether that date is the date the financial statements were issued.  Companies are not permitted to recognize subsequent events that provide evidence about conditions that did not exist at the date of the balance sheet but arose after the balance sheet date and before financial statements are issued. Some nonrecognized subsequent events must be disclosed to keep the financial statements from being misleading.  For such events a company must disclose the nature of the event, an estimate of its financial effect, or a statement that such an estimate cannot be made. This Statement applies prospectively for interim or annual financial periods ending after June 15, 2009. The adoption had no material impact on the Company’s results of operations and financial position.





In June 2009, the FASB issued the Accounting Standards Codification, which establishes a sole source of U.S. authoritative generally accepted accounting principles (GAAP). The Codification is meant to simplify user access to all authoritative accounting guidance by reorganizing U.S. GAAP pronouncements into approximately ninety accounting topics within a consistent structure; its purpose is not to create new accounting and reporting guidance.





Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.








Note 3
Receivables





The Company had Goods and Services Tax receivable of $1,713 at March 31, 2010 (March 31, 2009 – $2,436) from the Government of Canada.








F-8
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 4
Mineral Properties





Canada




Sydney Creek – By a placer lease acquisition agreement (“Agreement”) dated March 15, 2006, the Company acquired from an unrelated party (the “Vendor”) a 100% undivided right, title and interest in and to a lease of the mineral property, known as "Sydney Creek Property", located in the Whitehorse Mining District of the Yukon Territory, Canada. The purchase price was paid by the issuance of 120,000 post-forward split common shares of the Company’s capital stock for a total cost of $300.




The Company has no intention to pursue the property in the future and no future work and payment will be spent on the property.




United States




Elkhorn property




On January 31, 2008, the Company entered into a Mineral Property Acquisition Agreement (“Agreement”) with Major Ventures LLC, Elk Creek Corporation and Balbach Colorado Inc. (collectively, the “Vendors”). The Vendors granted to the Company the sole and exclusive option to acquire a 100% undivided legal, beneficial and registerable interest in and to the following unencumbered mineral property interests (collectively, the “Property”):




(i)       the Elkhorn property located in Beaverhead County, Montana, and comprising approximately 1,777 acres;




(ii)      the Ramey Creek property located in Custer County, Idaho, and comprising approximately 393 acres; and




(iii)     the Roaring River property located in Elmore County, Idaho, and comprising approximately 2,707 acres;




During the year ended March 31, 2008, the Company paid $85,000 to Major Ventures LLC, of which $4,900 for geologists’ fees spent on the acquired properties were recorded as acquisition of mineral properties, and the remaining was administration expenditures which were expensed as exploration costs.




During the year ended March 31, 2008, $19,244 for legal fees related to the acquisition of the properties were capitalized as acquisition costs of mineral properties.




On March 27, 2008 the Company completed the acquisition requirements under the Agreement and exercised the Option thereby acquiring an undivided 100% legal, beneficial and registerable interest in and to the mineral property interests comprising the Property.




Effective on August 31, 2008, the Company decided to allow the leases on the Roaring River and Ramey Creek properties to lapse without renewal. The Company has impaired lapsed mineral properties by $15,347 during the year ended March 31, 2010 on the basis of net acres abandoned.




Effective on June 30, 2009, the Company decided to allow the 36 of the 86 total claims comprising the Elkhorn property to lapse without renewal.  The Company has impaired lapsed mineral properties by $3,580 on the basis of net acres abandoned.









F-9
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 5
Capital Stock




On August 8, 2007, the Company affected a 20:1 forward stock split of the authorized, issued and outstanding common stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock with a par value of $0.001 to 2,000,000,000 shares of common stock with a par value of $0.001.  All share amounts have been retroactively adjusted for all periods presented.




At March 31, 2010, there were no outstanding stock options.





Stock Purchase Warrants





Warrant transactions and the number of warrants outstanding at March 31, 2010 and 2009 are summarized as follows:




Year ended March 31, 2010


Year ended March 31, 2009Number of

Shares


Weighted Average Exercise Price per Share

$


Weighted Average Life in Years


Number of Shares


Weighted Average Exercise Price per Share

$


Weighted Average Life in YearsBalance, Beginning


1,880,000



0.35



0.79



1,480,000



0.35



1.83Granted


-



-



-



400,000



0.35



2.00Expired


(1,480,000
)


0.35



-



-



-



-Balance, Ending


400,000



0.35



0.18



1,880,000



0.35



0.79





Note 6
Related Party Transactions




As at March 31, 2010, the Company owed $12,017 (March 31, 2009 - $12,017) for expense reimbursements to a company with a director in common.





As at March 31, 2010, the Company owed $86,000 (March 31, 2009 - $26,000) in consulting fees for mineral property exploration services rendered and $Nil (March 31, 2009 - $1,556) in related expenses to a director and officer of the Company. The Company paid this director and officer an aggregate of $1,556 for reimbursed expenses during the year ended March 31, 2010.




The above transactions have been recorded at exchange amount which is the amount of consideration established and agreed to by the related parties.




Note 7
Promissory Notes




On May 27, 2008, the Company signed a promissory note, with a company that is a significant shareholder, due on August 26, 2008 in the amount of $50,000, unsecured with annual interest of 7%.  The note was not repaid on its due date.  Interest of $2,886 was accrued during the period ended March 31, 2009 and a further $3,567 was accrued during the year ended March 31, 2010.  The note is due on demand and continues to accrue interest at its originally stated terms.





On September 12, 2008, the Company issued a promissory note in the amount of $20,000, unsecured, due and payable with accumulated interest within 190 days and bears interest of 8% per annum.  The note was not repaid on its due date. Interest of $881 was accrued during the period ended March 31, 2009 and a further $1,600 was accrued during the year ended March 31, 2010. The note is due on demand and continues to accrue interest at its originally stated terms.






F-10
 
 Silica Resources Corporation
 (An Exploration Stage Company)
 Notes to the Financial Statements
 March 31, 2010





Note 7
Promissory Notes - continued




On November 20, 2008, the Company issued a promissory note in the amount of $4,000, unsecured, due and payable with accumulated interest within 6 months and bears interest of 10% per annum. The note was not repaid on its due date. Interest of $145 was accrued during the year ended March 31, 2009 and a further $429 was accrued during the year ended March 31, 2010. The note is due on demand and continues to accrue interest at its originally stated terms. Two further unsecured notes with annual interest at 10% were issued by the Company to this shareholder on September 18, 2009 and November 13, 2009 in the amounts of $650 and 4,100 respectively, each for a one year term from the date of issue; the Company accrued an aggregate of $243 in interest on these notes during the year ended March 31, 2010.  In addition, two further unsecured notes denominated in CDN$ with annual interest at 10% were issued by the Company to this shareholder on June 3, 2009 and February 3, 2010 in the amounts of $984 (CDN$1,000) and $9,809 (CDN$10,000) respectively, each for a one year term from the date of issue; the Company accrued an aggregate of $159 in interest on these notes during the year ended March 31, 2010.  A further unsecured note with annual interest at 10% was issued by the Company to this shareholder on January 18, 2010 in the amount of $7,300, for a one year term from the date of issue; the Company accrued an aggregate of $146 in interest on this note during the year ended March 31, 2010.





On December 3, 2008, the Company issued a promissory note, to a company that is a significant shareholder, due June 4, 2009 in the amount of $75,000, unsecured with annual interest of 8% compounding monthly.  The note was not repaid on its due date. Interest of $1,956 was accrued during the period ended March 31, 2009 and a further $6,353 was accrued during the year ended March 31, 2010.  The note is due on demand and continues to accrue interest at its originally stated terms. On June 16, 2009, the Company issued a second promissory note to this shareholder in the amount of $40,000. The note was due on December 16, 2009, is unsecured, and bears interest at 8% per annum compounded monthly. The note was not repaid on its due date. Interest of $2,578 was accrued during the period ended March 31, 2010. The note is due on demand and continues to accrue interest at its originally stated terms.




Note 8
Income Taxes




The significant components of the Company's statutory and effective tax rate and deferred tax assets are as follows:




2010


2009Net loss

$
(224,136
)

$
(531,394
)Statutory tax rate


30.0
%


30.0
%Effective tax rate


-



-Expected tax recovery


67,200



159,400Increase (decrease) resulting from:Change in valuation allowance


(67,200
)


(159,400
)Net provision for taxes

$
-


$
-





There were no significant temporary differences between the Company's tax and financial bases that result in deferred tax assets, except for the Company's net operating loss carryforwards amounting to approximately $811,000 at March 31, 2010 ($598,000 – March 31, 2009) and the excess of mineral properties capitalized for tax purposes over carrying value of approximately $296,200 at March 31, 2010 ($285,700 – March 31, 2009), both of which may be available to reduce future year's taxable income. The net operating loss carryforwards will expire, if not utilized, commencing in 2025. Management believes that the realization of the benefits from this deferred tax assets appears uncertain due to the Company's limited operating history and continuing losses. Accordingly a full deferred tax asset valuation allowance has been provided and no deferred tax asset benefit has been recorded.  The significant components of deferred income tax assets and liabilities are as follows:




2010


2009Deferred income tax assets:Net operating loss carryforward

$
243,300


$
179,500Mineral properties and equipment


89,000



85,600Total deferred tax assets


332,300



265,100Less: valuation allowance


(332,300
)


(265,100
)


Net deferred income tax asset

$
–


$
–





Note 9
Commitment





On February 1, 2008, the Company signed a consulting and professional services agreement with a director of the Company to provide geological, exploration and consulting services for a daily fee of $500 with a minimum of 10 days per month.  The Agreement commenced on February 1, 2008 and expired on January 31, 2009 and since expiry, services are provided on a month to month basis.


F-11
  ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
 
 Our principal independent accountant from inception to current date is Dale Matheson Car-Hilton and Labonte LLP, Chartered Accountants (“DMCL”), Suite 1500, 1140 West Pender, Vancouver, British Columbia, Canada V6E 4G1.  The report of DMCL on our financial statements for fiscal year ended March 31, 2010 and March 31, 2009 did not contain an adverse opinion or disclaimer of opinion, nor was it modified as to uncertainty, audit scope or accounting principles, other than to state that there is substantial doubt as to our ability to continue as a going concern.  During fiscal year ended March 31, 2010, there were no disagreements between us and DMCL, whether or not resolved, on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the satisfaction of DMCL, would have caused DMCL to make reference thereto in its report on our audited financial statements.
 
 ITEM 9A. CONTROLS AND PROCEDURES
 
 FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES
 
 Evaluation of Disclosure Controls and Procedures
 
 We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president (also our principal executive officer) and our secretary, treasurer and chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.
 
 As of March 31, 2010, the end of our fiscal year covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our president (also our principal executive officer and our principal financial and accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president (also our principal executive officer and chief financial officer also our principal financial and accounting officer) concluded that our disclosure controls and procedures were effective in providing reasonable assurance in the reliability of our financial reports as of the end of the period covered by this quarterly report.  Effectiveness of disclosure controls was primarily a function of the Company’s current scale and scope of operations which are relatively non-complex with a limited volume of transactions and capital resources.
 
 Evaluation of Internal Controls and Procedures Over Financial Reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as required by Sarbanes-Oxley (SOX) Section 404 A. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.
 
 As of March 31, 2010, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments.  Based on that evaluation, we concluded that, during the period covered by this report, such internal controls and procedures were somewhat effective but not by all criteria utilized.  Therefore conclusions were that internal control over financial reporting was not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses. To some degree however, a mitigating factor was the minor scale of operations that did not warrant a more elaborate system to reduce risks further.
 
 The matters involving internal controls and procedures that our management considered to be material weaknesses under COSO and SEC rules were:
 
 (1)
lack of a functioning audit committee for much of the year and lack of a majority of independent directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;
 
 (2)
inadequate segregation of duties consistent with control objectives;
 
 (3)
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements;
 
 (4)
infrequent ongoing monitoring and a lack of separate evaluations is mitigated by the small scale and scope of operations, however, an effective monitoring and evaluative system is deemed necessary for corporate integrity.
 
 
 23
 
 ITEM 9A. CONTROLS AND PROCEDURES - continued 
 FINANCIAL DISCLOSURE CONTROLS AND PROCEDURES - continued
 
 The aforementioned material weaknesses were identified by our Chief Executive Officer / Chief Financial Officer in connection with the preparation of our financial statements as of March 31, 2010 and communicated the matters to our management and board of directors.
 
 Management believes that the material weaknesses set forth in items (2), (3) and (4) above did not have an affect on our financial results due to our current scale and scope of operations. However, management believes that the lack of a formal audit committee and lack of a majority of independent directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures, can impact our financial statements for the future years.
 
 We are committed to improving our financial organization. As part of this commitment, we intend to create control situations resulting in the segregation of duties consistent with control objectives and will increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us: (i) appointing one or more outside directors to our board of directors who shall be appointed to our audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures; and (ii) preparing and implementing sufficient written policies and checklists which will set forth procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements.
 
 Management believes that the appointment of one or more independent directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a formal audit committee and a lack of a majority of outside directors on our Board of Directors. In addition, management believes that preparing and implementing sufficient written policies and checklists will remedy the following material weaknesses (i) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (ii) ineffective controls over period end financial close and reporting processes. These procedures coupled with the appointment of additional outside directors will greatly decrease any control and procedure issues we may encounter in the future.
 
 We will continue to monitor and evaluate the effectiveness of our internal controls and procedures and our internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.
 
 Changes in Internal Control over Financial Reporting
 
 There have been no significant changes in our internal controls over financial reporting that occurred during fiscal year ended March 31, 2010 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.
 
 Inherent limitations on effectiveness of controls
 
 Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
 
 Audit Committee
 
 Our Board of Directors has not established an audit committee.  The respective role of an audit committee has been conducted by our Board of Directors. We are contemplating establishment of an audit committee during fiscal year 2011. When established, the audit committee's primary function will be to provide advice with respect our financial matters and to assist our Board of Directors in fulfilling its oversight responsibilities regarding finance, accounting, and legal compliance. The audit committee's primary duties and responsibilities will be to: (i) serve as an independent and objective party to monitor our financial reporting process and internal control system; (ii) review and appraise the audit efforts of our independent accountants; (iii) evaluate our quarterly financial performance as well as its compliance with laws and regulations; (iv) oversee management's establishment and enforcement of financial policies and business practices; and (v) provide an open avenue of communication among the independent accountants, management and our Board of Directors.
 
 ITEM 9A(T)
 
 Not applicable.
  
 24
 
 ITEM 9B. OTHER INFORMATION
 
 Not applicable.
 
 
 
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 
 IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS
 
 All of our directors hold office until the next annual general meeting of the shareholders or until their successors are elected and qualified. Our officers are appointed by our board of directors and hold office until their earlier death, retirement, resignation or removal.
 
 Our directors and executive officers, their ages, positions held are as follows:
 
 Name
Age
Position with the CompanyGerry Jardine
59
President/Chief Executive Officer, Secretary/Treasurer, Chief Financial Officer, Principal Accounting Officer and a DirectorRichard W. Thomssen
77
Vice President of Exploration and a DirectorPaul D. Brock
46
Director
 
 Business Experience
 
 The following is a brief account of the education and business experience of each director, executive officer and key employee during at least the past five years, indicating each person's principal occupation during the period, and the name and principal business of the organization by which he or she was employed, and including other directorships held in reporting companies.
 
 Gerry Jardine has been our President/Chief Executive Officer and a director since January 31, 2008 and our Secretary/Treasurer, Chief Financial Officer and Principal Accounting Officer since June 11, 2008. Mr. Jardine was until June 1, 2010, a director of Valcent Products Inc., a green technologies company. Mr. Jardine was president and chief executive officer and a director of New Pacific Ventures from 2001 to 2006. From 1999 to 2004, he was the secretary/treasurer and a director of Prefco Enterprises Inc., a public Canadian construction/development company. From 1989 to 2003, Mr. Jardine was the president and chief executive officer and a director of Truax Venture Corporation, a Canadian public exploration company. Additionally, from 1996 to 2003, Mr. Jardine was the president of Amcan Fiscal Consultants Inc., a private consulting company. From 1986 to 1997, Mr. Jardine was the president and chief executive officer and a director of PowerTech Industries Inc., a Canadian public company involved in the manufacture and sales of HVAC equipment. Over the past twenty-four years, Mr. Jardine has also served as a director to more than half a dozen other companies, mainly operating in resource industries.
 
 Richard W. Thomssen has been our Vice-President of Exploration and a director since January 31, 2008. Mr. Thomssen has been a Geological and Mineralogical Consultant for over fifty years with projects including exploration, evaluation, feasibility and development studies and operations throughout the United States, Canada, Mexico, New Zealand, Australia and Brazil for a wide variety of corporate clients. The highlights of his career include the discovery for Cyprus Mines Corporation of the Cannivan molybdenum deposit in Montana and the Copperstone gold deposit in Arizona. He also made considerable contributions to the exploration and development of the Thompson Creek molybdenum deposit in Idaho. He graduated with honors from the University of California with a B.A. in Geology in 1955. He later attended The University of Arizona as a graduate student and was a Visiting Research Associate in Physical Sciences at the Smithsonian Institution. Mr. Thomssen has been honored by having a new mineral "dickthomssenite" named for his contributions and research in the field of mineralogy and geology.
 
 Paul D. Brock  has been a member of our board of directors since May 3, 2007.  Mr. Brock is a management consultant and currently the president of Bent International Inc., a private company engaged in International Business and Trade consulting.  Mr. Brock served as President of VendTek Systems Inc. from December 1988 to June 2006.  He resigned as Chairman of VendTek in 2008.   Mr. Brock is a graduate of the British Columbia Institute of Technology's Robotics and Automation Technology Program and a graduate of  Simon   Fraser   University ’s Executive Management Development Program.  Mr. Brock is a professionally accredited director with the Canadian Institute of Charters Secretaries and Administrators (ICSA) and a member in good standing of the professional association of the Applied Science Technologists of British Columbia.  In addition, Mr. Brock is a director of Zoro Mining Corp., and Omnicity Corp. which are reporting companies under the Exchange Act.
 
  
 25
  ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE - continued
  COMMITTEES OF THE BOARD OF DIRECTORS
 
 As of the date of this Annual Report, we have not established an audit committee, a compensation committee, nor a nominating committee. However, we intend to establish such committees and adopt and authorize certain corporate governance policies and documentation in conjunction with increased business activity and funding.
 
 COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
 
 Section 16(a) of the Exchange Act requires our directors and officers, and the persons who beneficially own more than ten percent of our common stock, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Copies of all filed reports are required to be furnished to us pursuant to Rule 16a-3 promulgated under the Exchange Act. Based solely on the reports received by us and on the representations of the reporting persons, we believe that these persons have complied with all applicable filing requirements during the fiscal year ended March 31, 2010.
 
 ITEM 11. EXECUTIVE COMPENSATION
 
 The following table sets forth the compensation paid to our Chief Executive Officer and those executive officers during fiscal years ended March 31, 2010, 2009 and 2008 (collectively, the “Named Executive Officers”):
 
 SUMMARY COMPENSATION TABLE
 
 Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compensation

($)

Non-Qualified Deferred Compensation Earnings

($)

All Other Compensation

($)

Total

($) (2)(3)Jamie Oei, priorPresident and CEO (1)

2008

$3,000

-0-

-0-

-0-

---

---

---

$3,000Gerry Jardine, current  President and CEO

2009

2010

-0-

-0-

-0-

-0-

-0-

-0-

-0-

-0-

---

---

---

---

---

---

-0-

-0-
 
 (1)
Jamie Oei resigned as our President/Chief Executive Office effective as of January 31, 2008. During fiscal year ended March 31, 2008, we incurred and paid $3,000 in management fees to Mr. Oei.  During fiscal year ended March 31, 2008, Mr. Oei forgave an aggregate $8,593 due and owing relating to services previously rendered.
 
 (2)
Gerry Jardine was appointed as our President/Chief Executive Officer effective as of January 31, 2008 and as our Secretary/Treasurer, Chief Accounting Officer and Principal Accounting Officer effective as of June 11, 2008.
 
 STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED MARCH 31, 2009
 
 The following table sets forth information as at March 31, 2010 relating to Stock Options that have been granted to the Named Executive Officers:
  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOPTION AWARDS

STOCK AWARDSName

Number of Securities Underlying Unexercised Options

Exercisable

(#)

Number of Securities Underlying Unexercised Options

Unexercisable

(#)

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options

(#)

Option Exercise Price

($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested

(#)

Market Value of Shares or Units of Stock That Have Not Vested

($)

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

(#)

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

(#)Jamie Oei, prior  President/CEO

-0-

-0-

-0-





-0-

-0-

-0-

-0-Gerry Jardine, current  President and CEO

-0-

-0-

-0-





-0-

-0-

-0-

-0-
 
   26
 
 ITEM 11. EXECUTIVE COMPENSATION - continued
  The following table sets forth information relating to compensation paid to our directors during fiscal year ended March 31, 2010, 2009 and 2008:
 
 DIRECTOR COMPENSATION TABLE
 
 Name

Fees

Earned or

Paid in

Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)

All

Other

Compensation

($)

Total

($)Jamie Oei (1)

-0-

-0-

-0-

-0-

-0-

-0-

-0-Robert Skelly (2)

-0-

-0-

-0-

-0-

-0-

-0-

-0-Lee Borschowa (3)

-0-

-0-

-0-

-0-

-0-

-0-

-0-Karl Gruber (2)

-0-

-0-

-0-

-0-

-0-

-0-

-0-Paul D. Brock

-0-

-0-

-0-

-0-

-0-

-0-

-0-Gerry Jardine

-0-

-0-

-0-

-0-

-0-

-0-

-0-Richard Thomssen

See (4)

-0-

-0-

-0-

-0-

-0-

-0-
 
 (1)
Mr. Oei resigned as a member of the Board of Directors effective January 31, 2008.(2)
Messrs. Skelly and Gruber resigned as members of the Board of Directors effective June 11, 2008.(3)
Mr. Borschowa resigned as a member of the Board of Directors effective October 17, 2008.(4)
As at March 31, 2010, we owed to Mr. Thomssen $86,000 in accordance with consulting and mineral property exploration services rendered to us during fiscal year ended March 31, 2009 and March 31, 2010. During fiscal year ended March 31, 2010, we paid to Mr. Thomssen $1,556 for reimbursed expenses.
 
 EMPLOYMENT AND CONSULTING AGREEMENTS
 
 As of the date of this Annual Report, we have entered into a consulting and professional services agreement with our Vice President of Exploration and one of our directors, Richard Thomssen (the “Consulting Agreement”). See “Item 13. Certain Relationships and Related Transactions and Director Independence.”
 
 Vice President of Exploration
 
 Effective February 1, 2008, our Board of Directors approved and authorized the execution of the Consulting Agreement with our Vice President of Exploration and one of our directors, Richard Thomssen. In accordance with the terms and provisions of the Consulting Agreement: (i) Mr. Thomssen shall perform any such services as required in his executive capacity as our Vice President of Exploration, including mineral exploration services; and (ii) we shall pay to Mr. Thomssen a daily fee of $500 with a minimum of ten days per month.
   
 27
 
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
 
 As of the date of this Annual Report, the following table sets forth certain information with respect to the beneficial ownership of our common stock by each stockholder known by us to be the beneficial owner of more than 5% of our common stock and by each of our current directors and executive officers. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated. As of the date of this Annual Report, there are 72,755,800 shares of common stock issued and outstanding.
 
 Name and Address of Beneficial Owner (1)

Amount and Nature of Beneficial Ownership (1)

Percentage of Beneficial OwnershipDirectors and Officers and 10% Greater Beneficial Owners:Agosto Corporation Limited

Catherine E. Christopher Building

Wickhams Cay 1, Road Town

Tortola, British Virgin Islands

6,413,500

8.82%Pinetree Capital Ltd.

130 King Street West, Suite 2500

Toronto, Ontario

Canada M5X 1A9

19,176,900 (2)

26.36%Woodburn Holdings Ltd.

885 Pyrford Road,

West Vancouver, British Columbia

Canada V7S2A2

7,209,725

9.91%West Peak Ventures of Canada Ltd.

1000 – 789 West Pender Street,

Vancouver, British Columbia

Canada V6C 1H2

6,969,225

9.58%Sweetwater Capital Corp.

1010 – 789 West Pender Street,

Vancouver, British Columbia

Canada V6C 1H2

6,814,850

9.37%Gerry Jardine

1100 Hamilton Street, Suite 306

Vancouver, British Columbia

Canada V6B 2S2

-0-

0%Richard Thomssen

1100 Hamilton Street, Suite 306

Vancouver, British Columbia

Canada V6B 2S2

1,000,000

1.37%Paul D. Brock

1100 Hamilton Street, Suite 306

Vancouver, British Columbia

Canada V6B 2S2

-0-

0%All executive officers and directors as a group (3 persons)

1,000,000

1.37%
 
 (1)
Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding as of the date of this Annual Report. As of the date of this Annual Report, there are 72,755,800 shares issued and outstanding.
 
 (2)
This figure includes: (i) 18,176,900 shares of common stock held of record by Pinetree Capital Ltd.; and (ii) 1,000,000 shares of common stock held of record by Pinetree Resources Partnership, of which Pinetree Capital Ltd. directly owns over 90% and beneficially owns 100% of Pinetree Resources Partnership.
 
 CHANGES IN CONTROL
 
 We are unaware of any contract, or other arrangement or provision, the operation of which may at a subsequent date result in a change of control of our company.
 
 
 28
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
 
 As of the date of this Annual Report, other than as disclosed below, none of our directors, officers or principal stockholders, nor any associate or affiliate of the foregoing, have any interest, direct or indirect, in any transaction or in any proposed transactions, which has materially affected or will materially affect us during fiscal year ended March 31, 2010.
 
 EMPLOYMENT ARRANGEMENTS
 
 As of the date of this Annual Report, we have agreed to pay certain of our executive officers and directors compensation for services rendered as follows:
 
 Vice President of Exploration
 
 Effective February 1, 2008 for a one year term, our Board of Directors approved and authorized the execution of the Consulting Agreement with our Vice President of Exploration and one of our directors, Richard Thomssen. In accordance with the terms and provisions of the Consulting Agreement: (i) Mr. Thomssen shall perform any such services as required in his executive capacity as our Vice President of Exploration, including mineral exploration services; and (ii) we shall pay to Mr. Thomssen a daily fee of $500 with a minimum of ten days per month. Although the consulting agreement was not renewed after expiry of its original term, and consulting affiliation continues with Mr. Thomssen providing services on an as required basis at the rate of $5,000 per month.
 
 ITEM 14. EXHIBITS
 
 The following exhibits are filed as part of this Annual Report.
 
 Exhibit No.
Document3.1
Articles of Incorporation (1)3.1.2
Certificate of Change (2)3.2
Bylaws (1)10.1
Seed Capital Unit Private Placement Subscription Agreement (1)10.2
Placer Leases Acquisition Agreement (1)10.3
Mineral Property Acquisition Agreement (3)10.5
Letter Agreement dated May 25, 2007 and Addendum to Letter Agreement dated May 25, 2008 (4)31.1
Certification of Chief Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.31.2
Certification of Chief Financial Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act.32.1
Certification of Chief Executive Officer and Chief Financial Officer Under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act.
 
 (1)
Incorporated by reference from Form SB-2 filed with the Securities and Exchange Commission on July 14, 2006.
 
 (2)
Incorporated by reference from Form 10-QSB filed with the Securities and Exchange Commission on August 20, 2007.
 
 (3)
Incorporated by reference from Form 8-K filed with the Securities and Exchange Commission on January 20, 2008.
 
 (4)
Incorporated by reference from Form 10-KSB filed with the Securities and Exchange Commission on June 30, 2008.
 
 
 
 29
 
 ITEM 15. PRINCIPAL ACCOUNTING FEES AND SERVICES
  We incurred approximately $21,000 in fees to our principal independent accountant for professional services rendered in connection with the audit of our financial statements for fiscal year ended March 31, 2010, and for the review of our financial statements for the quarters ended June 30, 2009, September 30, 2009 and December 31, 2009.
 
 We incurred approximately $29,000 in fees to our principal independent accountants for professional services rendered in connection with the audit of our financial statements for fiscal year ended March 31, 2009 and for the review of our financial statements for the quarters ended June 30, 2008, September 30, 2008 and December 31, 2008.
 
 We incurred approximately $2,000 for tax related services for the year ended March 31, 2010.
 
 We incurred approximately $2,000 for tax related services for the year ended March 31, 2009.
 
 
 SIGNATURES
 
 Pursuant to the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 SILICA RESOURCES CORPORATIONDated: June 24, 2010
By:
/s/  GERRY JARDINEGerry Jardine, President/ChiefExecutive Officer
 
 Dated: June 24, 2010
By:
/s/  GERRY JARDINEGerry Jardine, Chief FinancialOfficer
 
 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 Dated: June 24, 2010
By:
/s/  GERRY JARDINEDirector
 
 Dated: June 24, 2010
By:
/s/  PAUL D. BROCKDirector
 
 Dated: June 24, 2010
By:
/s/  RICHARD W. THOMSSENDirector
 
 
 30