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





Mark
One


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





For the
fiscal year ended March 31, 2009





o  TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE
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)




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






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






1




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, as of a
specified date within the past 60 days. June 22, 2009: $12,894,725






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, 2009Common
      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
                  14Item
      1B
                  Unresolved
      Staff Comments
                  19Item
      2
                  Properties
                  20Item
      3.
                  Legal
      Proceedings
                  20Item
      4
                  Submission
      of Matters to a Vote of Security Holders
                  20Item
      5
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  20Item
      6
                  Selected
      Financial Data
                  21Item
      7
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operation
                  22Item
      8.
                  Financial
      Statements and Supplemental Data
                  26Item
      9
                  Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                  27Item
      9A.
                  Controls
      and Procedures
                  27Item
      9A(T)
                  Controls
      and Procedures
                  29Item
      9B.
                  Other
      Information
                  29Item
      10
                  Directors,
      Executive Officers, and Corporate Governance
                  29Item
      11.
                  Executive
      Compensation
                  30Item
      12
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  31Item
      13
                  Certain
      Relationships and Related Transactions and Director
      Compensation
                  33Item
      14
                  Principal
      Accountant Fees and Services
                  33Item
      15
                  Exhibits
      and Financial Statement Schedules
                  34








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).





4




Glossary-continued




Granite - any holocrystalline,
quartz-bearing plutonic rock.





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





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





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





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





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





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





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





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





Syncline -A down-arching fold
in bedded rocks.





Tuff -A general term for all
consolidated pyroclastic rocks.








PART
I





ITEM
1. DESCRIPTION OF BUSINESS





BUSINESS
DEVELOPMENT





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





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





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





5





ITEM 1. DESCRIPTION OF
BUSINESS-
continued
  BUSINESS DEVELOPMENT-
continued




Transfer
Agent





Our
transfer agent is Transfer Online, Inc. of 317 S.W. Alder Street, 2nd Floor,
Portland, Oregon 97204.





RECENT
DEVELOPMENTS





Cancellation
of Shares





On June
11, 2008, certain of our former executive officers and directors agreed to
return an aggregate 28,444,200 shares of our common stock as part of our
restructuring. The executive officers did not receive any compensation direct or
indirect from us as a result of the cancellation and return to treasury of the
28,444,200 shares of common stock. Thus, our total issued and outstanding shares
of common stock was reduced to 72,755,800 shares. See “Item 5. Market for
Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities.”





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, USA and
Yukon Territory, Canada as more fully described below. We have entered into an
agreement with Major Ventures LLC, Elk Creek Corporation and Balbach Colorado
Inc. (collectively, the "Vendors") to earn a 100% interest in the properties.
Since we are an exploration stage company, there is no assurance that a
commercially viable mineral deposit exists on the property covered by the
prospect lease, and a great deal of further exploration will be required before
a final evaluation as to the economic and legal feasibility for our future
exploration is determined. We have no known reserves of any type of mineral. To
date, we have not discovered an economically viable mineral deposit on the
property, and there is no assurance that we will discover one.




MINERAL
PROPERTIES





The
location of our mineral properties is summarized as follows:





Location
                    AcreageElkhorn
      Property,
                      Beaverhead
      County, Montana
                    1,777
      acresSydney
      Creek Property,
                      Yukon
      Territory, Canada
                    247
      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.






6




ITEM 1.
DESCRIPTION OF BUSINESS-
continued




MINERAL PROPERTIES-
continued




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. The lease on the Elkhorn
property remains in good standing and is paid through August, 2009.





Elkhorn
Property




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





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





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





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










7





ITEM 1.
DESCRIPTION OF BUSINESS-
continued
  MINERAL PROPERTIES-
continued
  Geology and Mineralization.The geology of the Elkhorn area is dominated by Cretaceous and Tertiary
granitic rocks of the Pioneer Batholith of calc-alkaline
composition.  It lies east of the Idaho Batholith and within the
Cordilleran fold and thrust belt.  The area of interest is underlain
primarily by granodiorite, tonalite and quartz diorite.  The Comet
fault trends north, connecting with the 4th of July fault, which continues into
the sedimentary rocks of the northern Pioneers.  The Comet fault is
believed to be significant in the sub parallel vein mineralization of the
Elkhorn area, as is the 4th of July fault in the Cannivan Gulch deposit to the
north being explored by United Bolero.





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





Current and Planned Exploration
Efforts.Current exploration efforts involve surface mapping and sampling
of previously mined areas.  Geochemical sampling indicates low
molybdenum values in the veins of the upper block.  Samples of
sediment washed out of the 1000 level adit yield higher molybdenum
values.   Surface sampling has continued to identify future drill
sites in order to establish the full parameters of the mineralized zone. 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 1,000 level adit
yield higher molybdenum values.  Efforts last summer and fall 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 assay results for the
drilling are pending.  Surface sampling will also continue to identify
future drill sites in order to help establish the full parameters of the
mineralized zone.  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. As of the date of this Annual Report, we have incurred the
required expenditures. Further, the claims expired and certain of the claims of
interest have been re-staked.





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




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




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








8




ITEM 1.
DESCRIPTION OF BUSINESS-
continued


MINERAL PROPERTIES-
continued




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













9




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




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




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




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




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




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




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




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




Present Condition and Current State
of Exploration.Our Prospect Lease presently does not have any mineral
reserves and the Prospect Lease Property is undeveloped and does not contain any
open-pit or underground mines.  There is no plant or equipment located
on the property. Restaking in areas of interest has been completed resulting in
approximately 247 acres that have been re-leased through July 2010.




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





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




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







10




ITEM 1.
DESCRIPTION OF BUSINESS-
continued


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




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




A budget
of $20,000 is estimated for phase one and it is expected to take approximately
three weeks to complete, but is subject to the availability of funding and
management’s current priority to other current prospects under
exploration.





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




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




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





Assignment
Agreement/Ash-Wel Claims





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





As of the
date of this Annual Report, we do not intend to pursue the Ash-Wel Claims in the
future nor do we intend to engage in future work or additional payments on the
Ash-Wel Claims.





PROPOSED
FUTURE BUSINESS OPERATIONS





Our
current strategy is to complete further acquisition of additional mineral
opportunities which fall within the criteria of providing a geological basis for
development of mining initiatives that can provide near term revenue potential
and production cash flows to create expanding reserves. Our emphasis during the
past fiscal year was on exploration objectives targeting molybdenum. 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.”








11




ITEM 1. DESCRIPTION OF
BUSINESS-
continued




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





Yukon
Law




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




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




U.S.
Federal and State Environmental Law




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




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




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




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




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








12




ITEM
1. DESCRIPTION OF BUSINESS-
continued




GOVERNMENT REGULATION-
continued




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.





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.






13


ITEM
1. DESCRIPTION OF BUSINESS-
continued




ENVIRONMENTAL MATTERS-
continued




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.




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.






14




ITEM 1A. RISK FACTORS-
continued




RISKS RELATED TO OUR
BUSINESS-
continued




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


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


·           identification
of potential mineralization based on superficial analysis;


·           availability
of government-granted exploration permits;


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


·           the
capital available for exploration.


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


Certain
Mineral Prices May Not Support Corporate Profit.





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





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




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




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




We have a
history of operating losses, expect to continue to incur losses, and may never
be profitable, and we must be considered to be in the exploration stage.
Further, we have been dependent on sales of our equity securities and debt
financing to meet our cash requirements. We have incurred losses totaling
approximately ($883,495) from October 7, 2005 (inception) to March 31, 2009. As
of March 31, 2009, we had an accumulated deficit of ($883,495) and had incurred
losses of approximately ($531,394) during fiscal year ended March 31, 2009.
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, 2009 and March 31,
2008 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.”






15




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




We
will require additional funding in the future.




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





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





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





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





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





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





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





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





Access to
the property that is the subject of our Yukon prospect lease is typically
limited or restricted from November to April of each year due to snow and storms
in the area.  In addition, access to the Elkhorn 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.








16




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




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.





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.





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





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





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






17




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





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 33,755,800 outstanding shares of our
common stock that are restricted securities as that term is defined in Rule 144
under the Securities Act of 1933, as amended (the “Securities Act”). Although
the Securities Act and Rule 144 place certain prohibitions on the sale of
restricted securities, restricted securities may be sold into the public market
under certain conditions. See “Item 5. Market for 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.






18




ITEM
1A. RISK FACTORS-
continued




RISKS
RELATED TO OUR COMMON STOCK-
continued




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





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





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





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





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





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





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





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.








19





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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





Notwithstanding
the disclosure below, during fiscal year ended March 31, 2009, no matters were
submitted to our stockholders for approval.








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 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, 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, 2009, we had 74 shareholders of record, which does not include
shareholders whose shares are held in street or nominee names.





DIVIDEND
POLICY





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





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 the
date of this Annual Report:




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






20





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




SECURITIES AUTHORIZED FOR
ISSUANCE UNDER COMPENSATION PLANS-
continued




Common
Stock Purchase Warrants





As of the
date of this Annual Report, there are an aggregate of 1,880,000 common stock
purchase warrants issued and outstanding (the “Warrants”) to purchase shares of
common stock. Of the 1,880,000 Warrants, an 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 at an exercise price of
$0.35 per share exercisable for a two-year period from the date of share
issuance.





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





CANCELLATION
OF SHARES





On June
11, 2008, certain of our former executive officers and directors agreed to
return an aggregate 28,444,200 shares of our common stock as part of our
restructuring. The executive officers did not receive any compensation direct or
indirect from us as a result of the cancellation and return to treasury of the
28,444,200 shares of common stock. Thus, our total issued and outstanding shares
of common stock was reduced to 72,755,800 shares.





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.





Private
Placement Offering





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.






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, 2009 and 2008 and the selected balance
sheet data as of March 31, 2009 and 2008 are derived from our audited
consolidated financial statements which are included elsewhere
herein.





Fiscal
      Years Ended
                      March
      31
                      2009
      and 2008
                  
                  
                  For
      the Period from October 7, 2005 (inception) to March 31,
      2009STATEMENT
      OF OPERATIONS DATAExpensesConsulting
                  
                  $
                  191,452
                  
                  
                  $
                  61,799
                  
                  
                  $
                  254,251Depreciation
                  
                  
                  230
                  
                  
                  
                  92
                  
                  
                  
                  460Interest
                  
                  
                  5,999
                  
                  
                  
                  -0-
                  
                  
                  
                  5,999Impairment
      of properties
                  
                  
                  15,347
                  
                  
                  
                  -0-
                  
                  
                  
                  15,347Legal
                  
                  
                  36,149
                  
                  
                  
                  37,286
                  
                  
                  
                  140,691Management
      fees
                  
                  
                  -0-
                  
                  
                  
                  3,000
                  
                  
                  
                  15,000Mineral
      property exploration
                  
                  
                  199,284
                  
                  
                  
                  84,870
                  
                  
                  
                  300,070Office
      and administration
                  
                  
                  54,448
                  
                  
                  
                  20,973
                  
                  
                  
                  96,448Professional
      services
                  
                  
                  28,485
                  
                  
                  
                  13,077
                  
                  
                  
                  63,822Loss
      from Operations
                  
                  
                  (531,394
                  )
                  
                  
                  (221,097
                  )
                  
                  
                  (892,088
                  )Settlement
      of debt
                  
                  
                  -0-
                  
                  
                  
                  8,593
                  
                  
                  
                  8,593Net
      Income (Loss)
                  
                  $
                  (531,394
                  )
                  
                  $
                  (212,504
                  )
                  
                  $
                  (883,495
                  )BALANCE
      SHEET DATATotal
      Assets
                  
                  $
                  14,160
                  
                  
                  $
                  176,453Total
      Liabilities
                  
                  
                  329,737
                  
                  
                  
                  60,636Stockholders
      Equity (Deficit)
                  
                  $
                  (315,577
                  )
                  
                  $
                  115,817




21





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, 2009,
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 expect
we will require additional capital to meet our long term operating requirements.
We expect to raise additional capital through, among other things, the sale of
equity or debt securities.





RESULTS
OF OPERATION





Fiscal
Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31,
2008.





Our net
loss for fiscal year ended March 31, 2009 was ($531,394) compared to a net loss
of ($212,504) during fiscal year ended March 31, 2008 (an increase of $318,890).
During fiscal years ended March 31, 2009 and 2008, we did not generate any
revenue.





During
fiscal year ended March 31, 2009, we incurred operating expenses of
approximately $531,394 compared to $221,097 incurred during fiscal year ended
March 31, 2008 (an increase of $310,297). These operating expenses incurred
during fiscal year ended March 31, 2009 consisted of: (i) consulting of $191,452
(2008: $61,799); (ii) depreciation of $230 (2008: $92); (iii) interest of $5,999
(2008: $-0-); (iv) impairment of mineral properties of $15,347 (2008: $-0-); (v)
legal of $36,149 (2008: $37,286); (vi) management fees of $-0- (2008: $3,000);
(vii) mineral property exploration of $199,284 (2008: $84,870); (viii) office
and administration of $54,488 (2008: $20,973); and (ix) professional services of
$28,485 (2008: $13,077).





Operating
expenses incurred during fiscal year ended March 31, 2009 compared to fiscal
year ended March 31, 2008 increased primarily due to the increase of consulting
and mineral property exploration fees associated with the increased scope and
scale of our exploration operations. General and administrative expenses
generally include corporate overhead, financial and administrative contracted
services, marketing, and consulting costs.





Operating
expenses incurred during fiscal year ended March 31, 2008 were offset by $8,593
(2009: $-0-) due to settlement of debt.





Thus, our
net loss during fiscal year ended March 31, 2009 was ($531,394) or ($0.01) per
share compared to a net loss of ($212,504) or ($0.00) per share during fiscal
year ended March 31, 2008. The weighted average number of shares outstanding was
78,296,574 for fiscal year ended March 31, 2009 compared to 99,791,694 for
fiscal year ended March 31, 2008.





LIQUIDITY
AND CAPITAL RESOURCES




Fiscal
Year Ended March 31, 2009





As at
fiscal year ended March 31, 2009, our current assets were $4,595 and our current
liabilities were $329,737, which resulted in a working capital deficit of
($325,142). As at fiscal year ended March 31, 2009, current assets were
comprised of: (i) cash in the amount of $2,159; and (ii) receivables in the
amount of $2,436. As at fiscal year ended March 31, 2009, current liabilities
were comprised of: (i) $135,296 in accounts payable and accrued liabilities;
(ii) $154,868 in promissory notes inclusive of accrued interest; and (iii)
$39,573 due to related parties.





As at
March 31, 2009, our total assets were $14,160 comprised of: (i) current assets
of $4,595; (ii) mineral properties at cost of $8,797; and (iii) equipment, net
of depreciation of $768. The decrease in total assets during fiscal year ended
March 31, 2009 from fiscal year ended March 31, 2008 was primarily due to a
decrease in cash and a decrease in the value of mineral properties net of
impairments.




As at
March 31, 2009, our total liabilities were $329,737 comprised entirely of
current liabilities. The increase in liabilities during fiscal year ended March
31, 2009 from fiscal year ended March 31, 2008 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’
equity (deficit) decreased from $115,817 for fiscal year ended March 31, 2008 to
($315,577) for fiscal year ended March 31, 2009.




22




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, 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 $621 in receivables and $86,677 in accounts
payable and accrued liabilities.





For
fiscal year ended March 31, 2008, net cash flows used in operating activities
was ($206,361), consisting primarily of a net loss of ($212,504). Net cash flows
used in operating activities was adjusted by items not requiring the use of
cash: (i) $92 in depreciation; and (ii) settlement of debt of ($8,593). Net cash
flows used in operating activities was further changed by: (i) receivables of
($3,057); and (ii) $17,701 in accounts payable and accrued
liabilities.





Cash
Flows from Investing Activities





For
fiscal year ended March 31, 2009, net cash flows used in investing activities
was $-0-. For fiscal year ended March 31, 2008, net cash flows used in investing
activities was ($24,144) in acquisition of mineral properties.





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, 2009, net cash
flows provided from financing activities was $276,556 compared to $378,635 for
fiscal year ended March 31, 2008. 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 related party; and (iii) $149,000
in promissory notes. Cash flows from financing activities for fiscal year ended
March 31, 2008 consisted of $366,618 in proceeds on sale of common stock and
$12,017 in advances from a related party.





We expect
that working capital requirements will continue to be funded through a
combination of our existing funds and further issuances of securities. 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.





Plan
of Operations




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





Phase One
Exploration.We
plan to conduct phase one of our recommended exploration program on our prospect
lease. Phase one will consist of reconnaissance geomorphology to assess the
amount of placer material involved and a detailed placer pit testing program to
define targets for further work, and is estimated to cost up to
$20,000.  We anticipate that we will have to raise additional funding
in order to complete the phase one work program.





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






23




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




PLAN OF OPERATION AND
FUNDING -
continued





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.




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





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





We
estimate that our total expenditures over the next twelve months could be
approximately $900,000 to $1,500,000. Possible future acquisition targets are
also unbudgeted.




Advances
and further private placements are expected to be adequate to fund our
operations over the next six months. However, we will require financing to
enable us to complete 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 to
fund our plan of operations. In the absence of such financing, we will not be
able to continue exploration of our exploration 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 obligations to be incurred under
the Agreement and the Assignment 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. During fiscal year ended March
31, 2009, interest of $2,886 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. During fiscal year
ended March 31, 2009, interest of $881 was accrued.





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 8% per annum. During fiscal year
ended March 31, 2009, interest of $145 was accrued.





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%. During fiscal year ended March
31, 2009, interest of $1,956 was accrued.





On June
10, 2009, we issued a promissory note to one of our significant shareholders in
the principal amount of $40,000 due on December 16, 2009. The note is unsecured
with interest at the annual rate of 8%.




24




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


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, 2009 and March 31, 2008
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 FASB issued FAS No. 165 “Subsequent Events” (“FAS 165”). FAS 165
requires companies to recognize 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 of FAS 165 is not expected to have a material impact on our
consolidated results of operations and financial position.




In May
2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No.
163 clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement of premium revenue and
claims liabilities. This statement also requires expanded disclosures about
financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal
years beginning on or after December 15, 2008, and interim periods within those
years. SFAS No. 163 is not anticipated to have any effect on our financial
position, statements of operations, or cash flows at this time.




In May
2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”. The Statement identifies the sources of accounting
principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP in the United States.  It is not
expected that this Statement will result in a change in current practice.
However, it provides for transition provisions in the unusual circumstance that
the application of the provisions of this Statement results in a change in
practice. This standard is not expected to have a significant effect on our
reported financial position or results of operations.




In April
2008, the FASB issued Staff Position No. 142-3, “Determination of the
Useful Life of Intangible Assets”(“FSP
No. 142-3”). FSP
No. 142-3 amends the factors to be considered in assumptions used to
determine the useful lives of recognized intangible assets recognized under SFAS
No. 142. The new guidance applies to intangible assets with contractual
lives that are acquired individually or with a group of assets as well as those
assets acquired in a business combination. The new guidance is effective for
fiscal years beginning after December 15, 2008 and interim periods. This
standard is not expected to have a significant effect on our  reported
financial position or results of operations.




In March
2008, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No.
161, “Disclosures about Derivative Instruments and Hedging Activities”, an
amendment of FASB Statement No. 133, which requires additional disclosures about
the objectives of the derivative instruments and hedging activities, the method
of accounting for such instruments under SFAS No. 133 and its related
interpretations, and a tabular disclosure of the effects of such instruments and
related hedged items on our financial position, financial performance, and cash
flows. SFAS No. 161 is effective for fiscal years and interim periods beginning
after November 15, 2008.  The adoption of SFAS 161 should have no
effect on our financial position and results of operations.




In March
2008, 2008, we adopted Financial Accounting Standards Board (“FASB”) Statement
No. 157, “Fair Value
Measurements” (“SFAS No. 157”) for all financial assets and liabilities
and nonfinancial assets and liabilities that are recognized or disclosed at fair
value in the financial statements on a recurring basis (at least annually). SFAS
No. 157 defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands
disclosures about fair value measurements. This statement does not require any
new fair value measurements, but provides guidance on how to measure fair value
by providing a fair value hierarchy used to classify the source of the
information.






25


ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA







Silica
Resources Corporation


(An
Exploration Stage Company)




FINANCIAL
STATEMENTS




March
31, 2009










IndexReport of
      Independent Registered Public Accounting Firm Dated June 16,
2009
              F-1Balance Sheets as at
      March 31, 2009 and March 31, 2008
              F-2Statements
      of Operations for Fiscal Years Ended March 31, 2009 and March 31, 2008and
      for the Period From October 7, 2005 (Inception) to March 31,
      2009
              F-3Statements
      of Cash Flows for the Fiscal Years Ended March 31, 2009 and March 31, 2008and
      for the Period From October 7, 2005 (Inception) to March 31,
      2009
              F-4Statement of
      Stockholders’ Equity
              F-5Notes to the
      Financial Statements
              F-6

















26









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, 2009 and 2008 and the statements of
operations, cash flows and stockholders’ equity for the years ended March 31,
2009 and 2008 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, 2009 and
2008 and the results of its operations and its cash flows for the years ended
March 31, 2009 and 2008, and the period from October 7, 2005 (date of inception)
through March 31, 2009 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 16,
2009













F-1





Silica
Resources Corporation


(An
Exploration Stage Company)


Balance
Sheets








March
      31, 2009
                                                                                                                                                                                      $
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    March
      31, 2008
                                                                                                                                                                                      $ASSETSCurrent
      AssetsCash
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2,159
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    148,254Receivables
      (Note 3)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    2,436
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    3,0574,595
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    151,311Mineral
      properties (Note 4)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    8,797
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    24,144Equipment,
      net of depreciation
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    768
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    998Total
      Assets
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    14,160
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    176,453LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIT)Current
      LiabilitiesAccounts
      payable and accrued liabilities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    135,296
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    48,619Promissory
      notes (Notes 9)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    154,868
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    -Due
      to related parties (Note 6)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    39,573
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    12,017Total
      Liabilities
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    329,737
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    60,636Stockholders’
      Equity (Deficit)Capital
      stock (Note 5)
                                                                                                                                                                                      Authorized:
      2,000,000,000 common shares,
                                                                                                                                                                                      $0.001
      par value
                                                                                                                                                                                      Issued
      and outstanding: 72,755,800 shares
                                                                                                                                                                                      (March
      31, 2008 –  100,800,000 shares)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    72,756
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    100,800Warrants
      (Note 5)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    61,235
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    48,532Additional
      paid in capital
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    433,927
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    318,586Deficit
      accumulated during the exploration stage
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (883,495
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (352,101
                                                                                                                                                                                    )Total
      Stockholders’ Equity (Deficit)
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    (315,577
                                                                                                                                                                                    )
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    115,817Total
      Liabilities and Stockholders’ Equity
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    14,160
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    
                                                                                                                                                                                    176,453





Contingency
(Note 1)


Commitments
(Notes 4 and 8)


Subsequent
event (Note 10)





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 31,2009
                                                                                                                              
                                                                                                                              
                                                                                                                              2008
                                                                                                                              
                                                                                                                              
                                                                                                                              2009$
                                                                                                                              
                                                                                                                              
                                                                                                                              $
                                                                                                                              
                                                                                                                              
                                                                                                                              $ExpensesConsulting
                                                                                                                              
                                                                                                                              
                                                                                                                              191,452
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              61,799
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              254,251Depreciation
                                                                                                                              
                                                                                                                              
                                                                                                                              230
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              92
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              460Interest
                                                                                                                              
                                                                                                                              
                                                                                                                              5,999
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              -
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              5,999Impairment
      of properties (Note 4)
                                                                                                                              
                                                                                                                              
                                                                                                                              15,347
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              -
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              15,347Legal
                                                                                                                              
                                                                                                                              
                                                                                                                              36,149
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              37,286
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              140,691Management
      fees
                                                                                                                              
                                                                                                                              
                                                                                                                              -
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              3,000
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              15,000Mineral
      property exploration (Note 6)
                                                                                                                              
                                                                                                                              
                                                                                                                              199,284
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              84,870
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              300,070Office
      and administration
                                                                                                                              
                                                                                                                              
                                                                                                                              54,448
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              20,973
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              96,448Professional
      services
                                                                                                                              
                                                                                                                              
                                                                                                                              28,485
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              13,077
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              63,822Loss
      from operations
                                                                                                                              
                                                                                                                              
                                                                                                                              (531,394
                                                                                                                              )
                                                                                                                              
                                                                                                                              
                                                                                                                              (221,097
                                                                                                                              )
                                                                                                                              
                                                                                                                              
                                                                                                                              (892,088
                                                                                                                              )Other
      items:Settlement
      of debt (Note 6)
                                                                                                                              
                                                                                                                              
                                                                                                                              -
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              8,593
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              8,593Net
      loss
                                                                                                                              
                                                                                                                              
                                                                                                                              (531,394
                                                                                                                              )
                                                                                                                              
                                                                                                                              
                                                                                                                              (212,504
                                                                                                                              )
                                                                                                                              
                                                                                                                              
                                                                                                                              (883,495
                                                                                                                              )Basic
      and diluted loss per share
                                                                                                                              
                                                                                                                              
                                                                                                                              (0.01
                                                                                                                              )
                                                                                                                              
                                                                                                                              
                                                                                                                              (0.00
                                                                                                                              )Weighted
      average number of shares outstanding – basic and diluted
                                                                                                                              
                                                                                                                              
                                                                                                                              78,296,574
                                                                                                                              
                                                                                                                              
                                                                                                                              
                                                                                                                              99,791,694








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 31,2009
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            2008
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            2009$
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            $Operating
      ActivitiesNet
      loss
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (531,394
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (212,504
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (883,495
                                                                                                                                                                                                                                                            )Items
      not requiring the use of cashDepreciation
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            230
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            92
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            460Interest
      accrued
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            5,868
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            5,868Mineral
      property costs
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            300Impairment
      of mineral properties
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            15,347
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            15,347Settlement
      of debt
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (8,593
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (8,593
                                                                                                                                                                                                                                                            )Changes
      in operating assets and liabilitiesReceivables
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            621
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (3,057
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (2,436
                                                                                                                                                                                                                                                            )Accounts
      payable and accrued liabilities
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            86,677
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            17,701
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            143,889Net
      Cash Used in Operating Activities
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (422,651
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (206,361
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (728,660
                                                                                                                                                                                                                                                            )Investing
      ActivitiesAcquisition
      of mineral properties
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (24,144
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (24,144
                                                                                                                                                                                                                                                            )Acquisition
      of office equipment
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (1,228
                                                                                                                                                                                                                                                            )Net
      Cash Used in Investing Activities
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (24,144
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (25,372
                                                                                                                                                                                                                                                            )Financing
      ActivitiesProceeds
      on sale of common stock
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            100,000
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            366,618
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            567,618Advances
      from related party
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            27,556
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            12,017
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            39,573Promissory
      notes
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            149,000
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            149,000Net
      Cash Provided by Financing Activities
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            276,556
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            378,635
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            756,191Increase
      (Decrease) in Cash
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            (146,095
                                                                                                                                                                                                                                                            )
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            148,130
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            2,159Cash
      – Beginning
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            148,254
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            124
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            -Cash
      – End
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            2,159
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            148,254
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            
                                                                                                                                                                                                                                                            2,159Supplemental
      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' Equity


October
7, 2005 (Date of Inception) to March 31, 2009





Deficit
      AccumulatedCommon
      Shares
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                during
      theNumber
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Par
      Value
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Additional
                                                                                                                                                                                                                                                                                                                                                                  Paid-in
      Capital
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Common
      Share Subscription
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Warrants
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Exploration
      Stage
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                Total$
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                $
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                $Balance,
      October 7, 2005,
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -Capital
      stock issued for cash:–
      February 2006 at $0.00005 per  share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                60,000,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                60,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (57,000
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                3,000–
      February 2006 at $0.0025 per  share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                24,000,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                24,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                36,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                60,000–
      March 2006 at $0.0025 per share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                6,400,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                6,400
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                9,600
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                16,000Capital
      stock issued for mineral property:–
      March 15, 2006 at $0.0025 per share (Note 4)
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                120,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                120
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                180
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                300Capital
      stock subscription
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (2,000
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (2,000
                                                                                                                                                                                                                                                                                                                                                                )Net
      loss
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (12,280
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (12,280
                                                                                                                                                                                                                                                                                                                                                                )Balance,
      March 31, 2006
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                90,520,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                90,520
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (11,220
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (2,000
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (12,280
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                65,020Capital
      stock issued for cash:–
      June 2006 at $0.0025 per  share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                8,000,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                8,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                12,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                20,000–
      September 2006 at $0.0025per
      share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                800,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                800
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                1,200
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                2,000Capital
      stock subscription
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                2,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                2,000Net
      loss
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (127,317
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (127,317
                                                                                                                                                                                                                                                                                                                                                                )Balance,
      March 31, 2007
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                99,320,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                99,320
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                1,980
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (139,597
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (38,297
                                                                                                                                                                                                                                                                                                                                                                )Capital
      stock issued for cash:–
      November 2007 to January 2008 at $0.25 per share
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                1,480,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                1,480
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                319,988
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                48,532
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                370,000Issue
      cost - legal
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (3,382
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (3,382
                                                                                                                                                                                                                                                                                                                                                                )Net
      loss
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (212,504
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (212,504
                                                                                                                                                                                                                                                                                                                                                                )Balance,
      March 31, 2008
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                100,800,000
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                100,800
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                318,586
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                -
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                48,532
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                (352,101
                                                                                                                                                                                                                                                                                                                                                                )
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                
                                                                                                                                                                                                                                                                                                                                                                115,817Capital
      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
                                                                                                                                                                                                                                                                                                                                                                )





The
accompanying notes are an integral part of these financial
statements






F-5
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009





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 $325,142 as at March
      31, 2009 ($90,675 – March 31, 2008) and has incurred losses since
      inception resulting in an accumulated deficit of $883,495 as at March 31,
      2009 ($352,101 – March 31, 2008) and has overdue promissory notes of
      $154,868 as at March 31, 2009 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.
                  
                  Exploration
      Stage Company
                  
                  The
      Company complies with Financial Accounting Standards Board Statement No. 7
      and its characterization of the Company as a development stage
      enterprise.
                  
                  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.
                  
                  Mineral
      Properties
                  
                  The
      Company has adopted recommendations from the Emerging Issues Task Force
      (“EITF”) – EITF Abstract 04-2: “Whether Mineral Rights Are Tangible or
      Intangible Assets”.  In accordance with the EITF, acquisition
      costs for mineral rights are accounted for as tangible assets and shown as
      a separate component of property, plant, and
      equipment.   Costs relating to exploration and development
      are expensed as incurred until such time as economic reserves are
      quantified.  To date, the Company has not established any proven
      reserves on any of its mineral properties.
                  
                  Estimated
      future removal and site restoration costs, when determinable are provided
      over the life of proven reserves on a units-of-production
      basis.  Costs, which include production equipment removal and
      environmental remediation, are estimated each period by management based
      on current regulations, actual expenses incurred, and technology and
      industry standards.  Any charge is included in exploration
      expense or the provision for depletion and depreciation during the period
      and the actual restoration expenditures are charged to the accumulated
      provision amounts as incurred.
  F-6
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009
  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 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
                    
                    In
      accordance with SFAS No. 52, "Foreign Currency Translation", foreign
      denominated monetary assets and liabilities are translated into their
      United States dollar equivalents using foreign exchange rates which
      prevailed at the balance sheet date. Non monetary assets and liabilities
      are recorded at the exchange rates prevailing at the transaction date.
      Revenue and expenses are translated at average rates of exchange during
      the year. Exchange gains or losses resulting from foreign currency
      transactions are included in results of operations.
                    
                    Financial
      Instruments
                    
                    In
      accordance with the requirements of SFAS No. 107, "Disclosures about Fair
      Value of Financial Instruments," the Company has determined the estimated
      fair value of financial instruments using available market information and
      appropriate valuation methodologies. The carrying values of cash,
      receivables, accounts payable and promissory notes approximate their fair
      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.
                    
                    Various
      federal and state mining laws and regulations require the Company to
      reclaim the surface areas and restore underground water quality for its
      mine projects to the pre-existing mine area average quality after the
      completion of mining.  In August 2001, the FASB issued Statement
      of Financial Accounting Standards (“SFAS”) No. 143, “Accounting for Asset
      Retirement Obligations,” which established a uniform methodology for
      accounting for estimated reclamation and abandonment costs.
                    
                    In
      March 2005, the FASB issued Interpretation 47 (“FIN 47”), “Accounting for
      Conditional Asset Retirement Obligations”—an interpretation of FASB No.
      143. FIN 47 clarifies that the term “conditional asset retirement
      obligation” as used in SFAS No. 143 refers to a legal obligation to
      perform an asset retirement activity in which the timing and/or method of
      settlement are conditional on a future event that may or may not be within
      the control of the entity.  The obligation to perform the asset
      retirement activity is unconditional even though uncertainty exists about
      the timing and/or method of settlement.  FIN 47 requires a
      liability to be recognized for the fair value of a conditional asset
      retirement obligation if the fair value of the liability can be reasonably
      estimated.
                    
                    Income
      Taxes
                    
                    The
      Company uses the liability method of accounting for income taxes pursuant
      to SFAS No. 109 "Accounting for Income Taxes". Under the liability method
      of SFAS No. 109, deferred tax assets and liabilities are recognized for
      the future tax consequences attributable to temporary differences between
      the financial statements carrying amounts of existing assets and
      liabilities and their respective tax bases. Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to
      taxable income in the years in which those temporary differences are
      expected to be recovered or
settled.




F-7
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009
  Note
      2
                  Summary of Significant
      Accounting Policies-
      continued
                    
                    Income
      Taxes - continued
                    The
      Company adopted the provisions of FASB Interpretation No. 48, Accounting
      for Uncertainty in Income Taxes (“FIN 48”), on December 1, 2007.
      Previously, the Company had accounted for tax contingencies in accordance
      with SFAS No. 5, Accounting for Contingencies. As required by
      Interpretation 48, which clarifies SFAS No. 109, Accounting for Income
      Taxes, the Company recognizes the financial statement benefit of a tax
      position only after determining that the relevant tax authority would more
      likely than not sustain the position following an audit. For tax positions
      meeting this standard, the amount recognized in the financial statements
      is the largest benefit that has a greater than 50 percent likelihood of
      being realized upon ultimate settlement with the relevant tax authority.
      At the adoption date, the Company applied Interpretation 48 to all tax
      positions for which the statute of limitations remained open. The adoption
      of FIN 48 has not have a material impact to the financial
      statements.
                      
                      Loss
      per Share
                      
                      The
      Company computes loss per share in accordance with SFAS No. 128, "Earnings
      per Share" which requires presentation of both basic and diluted earnings
      per share on the face of the statement of operations. Basic loss per share
      is computed by dividing net loss available to common shareholders by the
      weighted average number of outstanding common shares during the period.
      Diluted loss per share gives effect to all potentially dilutive common
      shares outstanding during the period including stock options and warrants,
      using the treasury method, and preferred stock, using the if-converted
      method. Dilutive loss per share excludes all potential common shares if
      their effect is anti-dilutive. As the effects of conversion of dilutive
      securities is anti-dilutive, basic loss per share is equal to diluted loss
      per share.
                      
                      Stock-based
      Compensation
                      
                      The
      Company has adopted the requirements of SFAS No. 123R for the period
      ending on March 31, 2006. SFAS No. 123R requires all share-based payments
      to employees, including grants of employee stock options, to be recognized
      in the financial statements based on the grant date fair value of the
      award. Under SFAS No. 123R, the Company must determine the appropriate
      fair value model to be used for valuing share-based payments and the
      amortization method for compensation cost. As at March 31, 2009, the
      Company has not granted any stock options and, therefore has not
      recognized any stock based compensation expense.
                      
                      Recent
      Accounting Pronouncements
                      
                      In
      June 2009, the FASB issued FAS No. 165 “Subsequent
      Events”(“FAS 165”). FAS 165 requires companies to recognize
      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 of FAS 165 is not
      expected to have a material impact on the Company’s results of operations
      and financial position.
                      
                      In
      May 2008, the FASB issued SFAS No. 163, “Accounting for Financial
      Guarantee Insurance Contracts-and interpretation of FASB Statement No.
      60”.  SFAS No. 163 clarifies how Statement 60 applies to financial
      guarantee insurance contracts, including the recognition and measurement
      of premium revenue and claims liabilities. This statement also requires
      expanded disclosures about financial guarantee insurance contracts. SFAS
      No. 163 is effective for fiscal years beginning on or after December 15,
      2008, and interim periods within those years. SFAS No. 163 is not
      anticipated to have any effect on the Company’s financial position,
      statements of operations, or cash flows at this
  time.







F-8
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009


Note
      2
            Summary of Significant
      Accounting Policies-
      continued
              
              Recent
      Accounting Pronouncements- continued
              In
      May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally
      Accepted Accounting Principles”. The Statement identifies the sources of
      accounting principles and the framework for selecting the principles used
      in the preparation of financial statements of nongovernmental entities
      that are presented in conformity with GAAP in the United
      States.  It is not expected that this Statement will result in a
      change in current practice. However, it provides for transition provisions
      in the unusual circumstance that the application of the provisions of this
      Statement results in a change in practice. This standard is not expected
      to have a significant effect on the Company’s reported financial position
      or results of operations.
                
                In
      April 2008, the FASB issued Staff Position No. 142-3, “Determination
      of the Useful Life of Intangible Assets”(“FSP
      No. 142-3”).
      FSP No. 142-3 amends the factors to be considered in assumptions used
      to determine the useful lives of recognized intangible assets recognized
      under SFAS No. 142. The new guidance applies to intangible assets
      with contractual lives that are acquired individually or with a group of
      assets as well as those assets acquired in a business combination. The new
      guidance is effective for fiscal years beginning after December 15,
      2008 and interim periods. This standard is not expected to have a
      significant effect on the Company’s reported financial position or results
      of operations.
                
                In
      March 2008, the FASB issued Statement of Financial Accounting Standards
      (“SFAS”) No. 161, “Disclosures about Derivative Instruments and Hedging
      Activities”, an amendment of FASB Statement No. 133, which requires
      additional disclosures about the objectives of the derivative instruments
      and hedging activities, the method of accounting for such instruments
      under SFAS No. 133 and its related interpretations, and a tabular
      disclosure of the effects of such instruments and related hedged items on
      our financial position, financial performance, and cash flows. SFAS No.
      161 is effective for fiscal years and interim periods beginning after
      November 15, 2008.  The adoption of SFAS 161 should have no
      effect on the financial position and results of operations of the
      Company.
                
                In
      March 2008, 2008, the Company adopted Financial Accounting Standards Board
      (“FASB”) Statement No. 157, “Fair Value
      Measurements” (“SFAS No. 157”) for all financial assets and
      liabilities and nonfinancial assets and liabilities that are recognized or
      disclosed at fair value in the financial statements on a recurring basis
      (at least annually). SFAS No. 157 defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting
      principles, and expands disclosures about fair value measurements. This
      statement does not require any new fair value measurements, but provides
      guidance on how to measure fair value by providing a fair value hierarchy
      used to classify the source of the information.Note
      3
            Receivables
              
              The
      Company had Goods and Services Tax receivable of $2,436 at March 31, 2009
      (March 31, 2008 – $3,057) from the Government of
Canada.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.
              
              Ash-Wel Claims
      – On May 25, 2008, the Company signed an Assigning Agreement to acquire a
      100% undivided right, title and interest in and to four claims totalling
      3,377 acres in a property known as the Ash-Wel claims in the Wells Lake
      area, 20 miles west of Princeton, B.C., Canada in the Similkameen mining
      division.   Pursuant to the assigning agreement, the
      Company agreed to pay all new staking and claims maintenance costs
      incurred for the property, assume the obligations for a $100,000 work
      program by September 1, 2009, pay $20,000 to the vendors of the property
      on September 1, 2009, and facilitate a founding shareholder of the Company
      to sell an aggregate of 300,000 common shares to the vendors at a purchase
      price of U.S. $0.001 per share.
              
              The
      Company has no intention to pursue the property in the future and no
      future work and payment will be spent on the
  property.






F-9
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009




Note
      4
            Mineral
      Properties- continued
                  
                  United
      States
                
                Elkhorn
      property
                
                On
      January 31, 2008, the Company entered a Mineral Property Acquisition
      Agreement (“Agreement”) with Major Ventures LLC, Elk Creek Corporation and
      Balbach Colorado Inc. (collectively, the “Vendors”). The Vendors granted
      to the Company the sole and exclusive option to acquire a 100% undivided
      legal, beneficial and registerable interest in and to the following
      unencumbered mineral property interests (collectively, the
      “Property”):
                
                (i)       the
      Elkhorn property located in Beaverhead County, Montana, and comprising
      approximately 1,777 acres;
                
                (ii)      the
      Ramey Creek property located in Custer County, Idaho, and comprising
      approximately 393 acres; and
                
                (iii)     the
      Roaring River property located in Elmore County, Idaho, and comprising
      approximately 2,707 acres;
                
                In
      order to exercise its Option, the Company was obligated to provide the
      following consideration to the Vendors in the following
      manner:




Affiliate
Share Transfer:  the Company caused a founding shareholder of the
Company to sell an aggregate of 2,000,000 formerly issued and outstanding
post-forward split common shares to the Vendors at a purchase price of U.S.
$0.001 per share; and
  Maintenance
Payments:  the Company will pay to the Vendors behalf, all underlying
option, regulatory and governmental payments and assessment work required to
keep the mineral property interests in good standing.
  During
      the year ended March 31, 2008, the Company paid $85,000 to Major Ventures
      LLC, of which $4,900 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.
                      
                      As
      of 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, 2009 on the basis of net acres
      abandoned.Note
      5
              Capital
      Stock
                
                On
      August 8, 2007, the Company affected a 20:1 forward stock split of the
      authorized, issued and outstanding common stock. As a result, the
      authorized share capital increased from 100,000,000 shares of common stock
      with a par value of $0.001 to 2,000,000,000 shares of common stock with a
      par value of $0.001.  All share amounts have been retroactively
      adjusted for all periods presented.
                On
      November 12, 2007 through January 23, 2008, the Company issued to private
      placement subscribers an aggregate of 1,480,000 units of securities at a
      price of $0.25 per unit with each unit comprised of one common share and
      one share purchase warrant entitling the purchaser to purchase one common
      share at $0.35 per share for a two year term from the date of issue for
      gross proceeds of $370,000 and the Company paid $3,382 share issue
      costs.  The fair value of the warrants at the dates of issue of
      $48,532 was estimated using the Black-Scholes option pricing model with an
      expected life of 2 years, a risk free interest rate of 3.55%, a dividend
      yield of 0%, and an expected volatility of 40%.
                  
                  On
      June 3, 2008, the Company issued to private placement subscribers an
      aggregate of 400,000 units of securities at a price of $0.25 per unit with
      each unit comprised of one common share and one share purchase warrant
      entitling the purchaser to purchase one common share at $0.35 per share
      for a two year term from the date of issue for gross proceeds of
      $100,000.  No issuance costs were paid in connection with the
      transaction. The fair value of the warrants of $12,703 was estimated using
      the Black-Scholes option pricing model with an expected life of 2 years, a
      risk free interest rate of 3.55%, a dividend yield of 0%, and an expected
      volatility of 40%.
                  On
      June 11, 2008, an aggregate of 28,444,200 common shares of the Company
      held by former officers and directors of the Company were cancelled and
      returned to treasury for no consideration as part of restructuring the
      Company.  No value was attributed to the transaction on the
      basis of prior negotiations.
                  
                  At
      March 31, 2009, there were no outstanding stock
    options.


F-10
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009




Note
    5
            Capital Stock - continued
              
              Stock Purchase
      Warrants
              Warrant
      transactions and the number of warrants outstanding at March 31, 2009
      summarized as follows:




Year
      ended March 31, 2009
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        Year
      ended March 31, 2008Number
      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
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1,480,000
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        $
                                                                                                                                                                                        0.35
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1.83
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        -
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        $
                                                                                                                                                                                        -
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        -Granted
      in the Year
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        400,000
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        0.35
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        2.00
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1,480,000
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        0.35
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        2.00Balance,
      End
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1,880,000
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        $
                                                                                                                                                                                        0.35
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        0.79
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1,480,000
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        $
                                                                                                                                                                                        0.35
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        
                                                                                                                                                                                        1.83





Note
      6
            Related Party
      Transactions
              
              During
      the year ended March 31, 2009 a former President of the Company has
      forgiven $nil (March 31, 2008 - $8,593) balance due to him relating to a
      prior period.
              During
      the year ended March 31 2009, the Company incurred $nil (March 31, 2008 -
      $3,000) for management fees to the Company’s former
President.
                
                As
      at March 31, 2009 the Company owed $12,017 (March 31, 2008 - $12,017) for
      expense reimbursements to a company with a director in
common.
                
                As
      at March 31, 2009, the Company owed $26,000 (March 31, 2008 - $nil) in
      fees for mineral property exploration services rendered and $1,556 (March
      31, 2008 - $nil) in related expenses to a director and officer of the
      Company. The Company paid this director and officer an aggregate of
      $36,500 (March 31, 2008 - $10,000) and $6,196 (March 31, 2008 - $nil) for
      mineral property exploration services and reimbursed expenses
      respectively.
                
                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
            Income
      Taxes
              
              The significant components of the Company's
      statutory and effective tax rate and deferred tax assets are as
      follows:




2009
                                      
                                      
                                      2008Net
      loss
                                      
                                      $
                                      (531,394
                                      )
                                      
                                      $
                                      (212,504
                                      )Statutory
      tax rate
                                      
                                      
                                      30.0
                                      %
                                      
                                      
                                      30.0
                                      %Effective
      tax rate
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Expected
      tax recovery
                                      
                                      
                                      159,400
                                      
                                      
                                      
                                      63,800Increase
      (decrease) resulting from:Change
      in valuation allowance
                                      
                                      
                                      (159,400
                                      )
                                      
                                      
                                      (63,800
                                      )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 $598,000 at March 31, 2009 ($259,800 – 2008)
      and the excess of mineral properties capitalized for tax purposes over
      carrying value of approximately $285,700 at March 31, 2009 ($92,700 –
      2008), 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 2026. Management believes that the realization of the
      benefits from this deferred tax assets appears uncertain due to the
      Company's limited operating history and continuing losses. Accordingly a
      full deferred tax asset valuation allowance has been provided and no
      deferred tax asset benefit has been recorded.  The significant
      components of deferred income tax assets and liabilities are as
      follows:






F-11
 Silica Resources
Corporation
 (An Exploration Stage
Company)
 Note to the Financial
Statements
 March 31,
2009




Note
      7
            Income
      Taxes-
  continued




2009
                                                              
                                                              
                                                              2008Deferred
      income tax assets:Net
      operating loss carryforward
                                                              
                                                              $
                                                              179,500
                                                              
                                                              
                                                              $
                                                              77,900Mineral
      properties and equipment
                                                              
                                                              
                                                              85,600
                                                              
                                                              
                                                              
                                                              27,800Total
      deferred tax assets
                                                              
                                                              
                                                              265,100
                                                              
                                                              
                                                              
                                                              105,700Less:
      valuation allowance
                                                              
                                                              
                                                              (265,100
                                                              )
                                                              
                                                              
                                                              (105,700
                                                              )Net
      deferred income tax asset
                                                              
                                                              
                                                              -
                                                              
                                                              
                                                              
                                                              -




Note
      8
            Commitments
              
              On
      February 1, 2008, the Company signed a consulting and professional
      services agreement to provide geological, exploration and consulting
      services for a daily fee of $600.  The Agreement commenced on
      February 1, 2008 to January 31, 2009 and is renewable on a yearly
      basis.
              On
      February 1, 2008, the Company signed a consulting and professional
      services agreement with a director of the Company to provide geological,
      exploration and consulting services for a daily fee of $500 with a minimum
      of 10 days per month.  The Agreement commenced on February 1,
      2008 to January 31, 2009 and is renewable on a yearly
      basis.Note
      9
            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%.  Interest of
      $2,886 was accrued during the period ended March 31, 2009.  The
      note was not repaid on its due date.  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.  Interest of $881 was
      accrued during the period ended March 31, 2009. The note was not repaid on
      its due date. The note is due on demand and continues to accrue interest
      at its originally stated terms.
              
              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. Interest of $145 was accrued
      during the year ended March 31, 2009. The note was not repaid on its due
      date. The note is due on demand and continues to accrue interest at its
      originally stated terms.
              
              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%.  Interest of $1,956 was
      accrued during the period ended March 31, 2009.  The note was
      not repaid on its due date. The note is due on demand and continues to
      accrue interest at its originally stated terms.Note
      10
            Subsequent event
              
              On
      June 16, 2009, the Company issued a promissory note in the amount of
      $40,000 with a company that is a significant shareholder. The note is due
      on December 16, 2009, is unsecured, and bears interest at 8% per
      annum.





F-12
  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, 2009
and March 31, 2008 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, 2009,
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, 2009, 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
  The
management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting, as required by
Sarbanes-Oxley (SOX) Section 404 A. The Company’s internal control over
financial reporting is a process designed under the supervision of the Company’s
Chief Executive Officer and Chief Financial Officer to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of the Company’s financial statements for external purposes in accordance with
U.S. generally accepted accounting principles.
  As of
March 31, 2009, management assessed the effectiveness of the Company’s internal
control over financial reporting based on the criteria for effective internal
control over financial reporting established in Internal Control—Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”) and SEC guidance on conducting such
assessments.  Based on that evaluation, the Company 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 the Company’s 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.
   27
  ITEM 9A. CONTROLS AND
PROCEDURES-
continued
  FINANCIAL DISCLOSURE
CONTROLS AND PROCEDURES -
continued
  The
aforementioned material weaknesses were identified by the Company's Chief
Executive Officer / Chief Financial Officer in connection with the preparation
of our financial statements as of March 31, 2009 and communicated the matters to
our management and board of directors.
  Management
believes that the material weaknesses set forth in items (2), (3) and (4) above
did not have an affect on the Company's financial results due to the Company’s
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 the Company's board of directors, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures, can
impact the Company's financial statements for the future years.
  We are
committed to improving our financial organization. As part of this commitment,
we 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 the Company: i) Appointing one or more outside directors to our
board of directors who shall be appointed to the audit committee of the Company
resulting in a fully functioning audit committee who will undertake the
oversight in the establishment and monitoring of required internal controls and
procedures; and ii) Preparing and implementing sufficient written policies and
checklists which will set forth procedures for accounting and financial
reporting with respect to the requirements and application of US GAAP and SEC
disclosure requirements.
  Management
believes that the appointment of one or more independent directors, who shall be
appointed to a fully functioning audit committee, will remedy the lack of a
formal audit committee and a lack of a majority of outside directors on the
Company's Board. In addition, management believes that preparing and
implementing sufficient written policies and checklists will remedy the
following material weaknesses (i) insufficient written policies and procedures
for accounting and financial reporting with respect to the requirements and
application of US GAAP and SEC disclosure requirements; and (ii) ineffective
controls over period end financial close and reporting processes. These
procedures coupled with the appointment of additional outside directors will
greatly decrease any control and procedure issues the Company may encounter in
the future.
  We will
continue to monitor and evaluate the effectiveness of our internal controls and
procedures and our internal controls over financial reporting on an ongoing
basis and are committed to taking further action and implementing additional
enhancements or improvements, as necessary and as funds allow.
  Changes
in Internal 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, 2009 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 2010. 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.
   28
 
 ITEM
9A(T)
 
 Not
applicable.
 
  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
                  58
                  President/Chief
      Executive Officer, Secretary/Treasurer, Chief Financial Officer, Principal
      Accounting Officer and a DirectorRichard
      W. Thomssen
                  76
                  Vice
      President of Exploration and a DirectorPaul
      D. Brock
                  45
                  Director
 
 Business
Experience
 
 The
following is a brief account of the education and business experience of each
director, executive officer and key employee during at least the past five
years, indicating each person's principal occupation during the period, and the
name and principal business of the organization by which he or she was employed,
and including other directorships held in reporting companies.
  Gerry Jardinehas been our
President/Chief Executive Officer and a director since January 31, 2008 and our
Secretary/Treasurer, Chief Financial Officer and Principal Accounting Officer
since June 11, 2008. Mr. Jardine is a member of the Investor Relations team at
Sweetwater Capital, and also acts as 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-three years, Mr. Jardine has also served as a director to more than
half a dozen other companies, mainly operating in resource
industries.
  Richard W. Thomssenhas been
our Vice-President of Exploration and a director since January 31, 2008. Mr.
Thomssen has been a Geological and Mineralogical Consultant for over fifty years
with projects including exploration, evaluation, feasibility and development
studies and operations throughout the United States, Canada, Mexico, New
Zealand, Australia and Brazil for a wide variety of corporate clients. The
highlights of his career include the discovery for Cyprus Mines Corporation of
the Cannivan molybdenum deposit in Montana and the Copperstone gold deposit in
Arizona. He also made considerable contributions to the exploration and
development of the Thompson Creek molybdenum deposit in Idaho. He graduated with
honors from the University of California with a B.A. in Geology in 1955. He
later attended The University of Arizona as a graduate student and was a
Visiting Research Associate in Physical Sciences at the Smithsonian Institution.
Mr. Thomssen has been honored by having a new mineral "dickthomssenite" named
for his contributions and research in the field of mineralogy and
geology.
  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 and remains a director of
VendTek today.   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 since 1998. In addition, Mr.
Brock is a director of Power Air Corporation, Zoro Mining Corp., and Omnicity
Corp. which are reporting companies under the Exchange Act.
   29
 
 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 within
the next fiscal quarter to establish such committees and adopt and authorize
certain corporate governance policies and documentation.
 
 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, 2009.
 
  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, 2009, 2008 and
2007 (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, prior
                                                                        
                                                                        2007
                                                                        
                                                                        -0-
                                                                        
                                                                        -0-
                                                                        
                                                                        -0-
                                                                        
                                                                        -0-
                                                                        
                                                                        ---
                                                                        
                                                                        ---
                                                                        
                                                                        ---
                                                                        
                                                                        -0-President
      and CEO (1)
                                                                        
                                                                        2008
                                                                        
                                                                        $3,000
                                                                        
                                                                        -0-
                                                                        
                                                                        -0-
                                                                        
                                                                        -0-
                                                                        
                                                                        ---
                                                                        
                                                                        ---
                                                                        
                                                                        ---
                                                                        
                                                                        $3,000Gerry
      Jardine, current  President and CEO
                                                                        
                                                                        2009
                                                                        
                                                                        -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, 2009 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-
    30
  ITEM 11. EXECUTIVE
COMPENSATION-
continued
  The
following table sets forth information relating to compensation paid to our
directors during fiscal year ended March 31, 2009, 2008 and 2007:
 
 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)
              Mr.
      Thomssen was paid $51,500 in accordance with consulting and mineral
      property exploration services rendered to us during fiscal year ended
      March 31, 2009. As at March 31, 2009, we owed $26,000 to Mr.
      Thomssen.
  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.
   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:Agosto
      Corporation Limited
                                              Catherine
      E. Christopher Building
                                              Wickhams
      Cay 1, Road Town
                                              Tortola,
      British Virgin Islands
                                            
                                            7,073,500(2)
                                            
                                            9.63%Pinetree
      Capital Ltd.
                                              130
      King Street West
                                              Suite
      2500
                                              Toronto,
      Ontario
                                              Canada
      M5X 1A9
                                            
                                            20,176,900
      (3)
                                            
                                            27.36%Woodburn
      Holdings Ltd.
                                              885
      Pyrford Road,
                                              West
      Vancouver, B.C.
                                              Canada
      V7S2A2
                                            
                                            7,209,725
                                            
                                            9.91%
  31
  ITEM 12. SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS-
continued
  West
      Peak Ventures of Canada Ltd.
                                                      1000
      – 789 West Pender Street
                                                      Vancouver,
      British Columbia
                                                      Canada
      V6C 1H2
                                                    
                                                    7,169,225
                                                    
                                                    9.85%Sweetwater
      Capital Corp.
                                                      1010
      – 789 West Pender Street
                                                      Vancouver,
      British Columbia
                                                      Canada
      V6C 1H2
                                                    
                                                    6,414,850
                                                    
                                                    8.82%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) 6,413,500 shares of common stock; and (ii) 660,000
      warrants to purchase 660,000 shares of our common stock at an exercise
      price of $0.35 per share expiring on January 22, 2010 (260,000) and June
      3, 2010 (400,000).
  (3)
              This
      figure includes: (i) 18,176,900 shares of common stock held of record by
      Pinetree Capital Ltd.; (ii) 1,000,000 shares of common stock held of
      record by Pinetree Resources Partnership, of which Pinetree Capital Ltd.
      directly owns over 90% and beneficially owns 100% of Pinetree Resources
      Partnership; and (iii) 1,000,000 warrants to purchase 1,000,000 shares of
      our common stock at an exercise price of $0.35 per share expiring on
      November 11, 2009 held of record by Pinetree Resources
      Partnership.
 
 CHANGES
IN CONTROL
 
 We are
unaware of any contract, or other arrangement or provision, the operation of
which may at a subsequent date result in a change of control of our
company.
  32
  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, 2009.
  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 affilaition continues with Mr. Thomssen providing services on an as
required basis.
   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.
   33
  ITEM 15. PRINCIPAL ACCOUNTING FEES AND
SERVICES
 
 We
incurred approximately $29,000 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, 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 $24,070 in fees to our principal independent accountants
for professional services rendered in connection with the audit of our financial
statements for fiscal year ended March 31, 2008 and for the review of our
financial statements for the quarters ended June 30, 2007, September 30, 2007
and December 31, 2007.
 
 We
incurred approximately $2,000 for tax related services for the year ended March
31, 2009.
 
 We
incurred approximately $2,000 for tax related services for the year ended March
31, 2008.
 
  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 29, 2009
                  By:
                  /s/ 
      GERRY JARDINEGerry
      Jardine, President/ChiefExecutive
      Officer
  Dated:
      June 29, 2009
                    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 29, 2009
                        By:
                        /s/ 
      GERRY JARDINEDirector
 Dated:
      June 29, 2009
                          By:
                          /s/ 
      PAUL D. BROCKDirector
  Dated:
      June 29, 2009
                          By:
                          /s/ 
      RICHARD W. THOMSSENDirector
   34