UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-KSB/A





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





For the
fiscal year ended April 30, 2008





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





For the
transition period from ______________ to ______________





Commission
File Number: 333-135980





NILAM
RESOURCES INC.





(Name of
small business issuer in its charter)




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





35 Du
Parc Des Erables, LaPrairie,


Quebec,
Canada, J5R 5J2





(Address
of principal executive offices)





1-514-449-5914





Issuer's
telephone number








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




Title of each
      class
            
            Name of each
      exchange on which registered





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





Common
Stock





(Title of
class)









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





Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes x  No o





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





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





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





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





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





Check
whether the issuer has filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes o  No o





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





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





DOCUMENTS
INCORPORATED BY REFERENCE:





Transitional
Small Business Disclosure Format: Yes o   No
x









This
10KSB/A has been amended to include a Report of the Independent Registered
Public Accounting Firm of Cinnamon Jang and Willoughby & Co. relating to the
audit of the Company’s Financial Statements.









TABLE OF
CONTENTS





INDEX





PART
      IPageItem
      1.
            Description
      of Business
            1Item
      2.
            Description
      of Property
            5Item
      3.
            Legal
      Proceedings
            6Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            6PART
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities
            6Item
      6.
            Management's
      Discussion and Analysis or Plan of Operation
            7Item
      7.
            Financial
      Statements
            9Item
      8.
            Changes
      In and Disagreements with Accountants on Accounting and Financial
      Disclosure
            22Item
      8A.
            Controls
      and Procedures
            22Item
      8B.
            Other
      Information
            24PART
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons and Corporate
      Governance; Compliance with Section 16(a) of the Exchange
    Act
            25Item
      10.
            Executive
      Compensation
            27Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
            29Item
      12.
            Certain
      Relationships and Related Transactions, and Director
      Independence
            29Item
      13.
            Exhibits
            30Item
      14.
            Principal
      Accountant Fees and Services
            31Signatures
            32










PART I




ITEM 1. DESCRIPTION OF BUSINESS





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





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





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





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





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





Mining Claims – Description,
Location, Access and Mineralization




Lucky
Strike Property – British Columbia, Canada





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




Llipa
Claim - Peru




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




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




1




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




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




E
254,000, N 8’853,000




E
257,000, N 8’855,000




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




Claim
details are as follows;




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




History
of Llipa Claim




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




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




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




2




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




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




El
Varon Claim - Peru




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




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




Claim
details are as follows;




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




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





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




Pativilca
Claim - Peru




On January 13, 2008 the Company’s
wholly owned subsidiary, Nilam Resources Peru SA, entered into a letter of
intent with MRC1 Exploration EIRL to purchase the Pativilca
property.  Under the terms of that agreement, the Company agreed to
purchase the Pativilca property and the gold production plant on the property
for $1,500,000 to be paid as follows: $250,000 at the signing of the
transference of the deed(s) of mining concessions; $500,000 four months from the
date of transference of the public deed(s); and $750,000 ten months from the
transference of the public deed(s).  Additionally, the Company agreed
to grant MRC1 Exploration a three percent royalty from mineral
production.  The Company made a $10,000 deposit toward the purchase
price.




3




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




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




Compliance
with Government Regulation





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





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





If the Company enters into production,
the cost of complying with permit and regulatory environment laws will be
greater than in the exploration phases because the impact on the project area is
greater. Permits and regulations will control all aspects of any production
program if the project continues to that stage because of the potential impact
on the environment.  Examples of regulatory requirements
include:




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




Inherent
Risks in Our Business and the Mining Industry




4




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




Employees





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





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





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





Research and Development Expenditures





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





Subsidiaries





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





Patents and
Trademarks





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





Reports
to Security Holders





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




ITEM 2. DESCRIPTION OF PROPERTY





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




5




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





ITEM 3. LEGAL PROCEEDINGS





None.








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





None.





PART
II




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





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





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





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





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





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




6




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




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




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





Forward
Looking Information and Cautionary Statements





When
used in this report on Form 10-KSB/A, the words "may," "will," "expect,"
"anticipate," "continue," "estimate," "project," "intend," and similar
expressions are intended to identify forward-looking regarding events,
conditions, and financial trends that may affect the Company's future plans of
operations, business strategy, operating results, and financial position.
Persons reviewing this report are cautioned that any forward-looking statements
are not guarantees of future performance and are subject to risks and
uncertainties and that actual results may differ materially from those included
within the forward-looking statements as a result of various factors. Such
factors are discussed under the headings "Item 1. Description of Business," and
"Item 6. Management's Discussion and Analysis of Financial Condition and Plan of
Operation," and also include general economic factors and conditions that may
directly or indirectly impact the Company's financial condition or results of
operations.





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





Plan
of Operation





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





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





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





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




7




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




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




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





The
Company began operations on July 11, 2005. The Company has not earned any
revenues since our incorporation on July 11, 2005 to April 30, 2008. We do not
anticipate earning revenues unless we enter into commercial production on our
Peruvian properties, which is doubtful in the foreseeable future. The Company
has not completed the exploration of its Peruvian properties and can provide no
assurance that we will discover economic mineralization on those properties, or
if such minerals are discovered, that we be able to enter into commercial
production.




The
Company incurred operating expenses in the amount of $442,249 for the period
from our inception on July 11, 2005 to April 30, 2008. These operating expenses
were comprised primarily of a write down of value on our mineral properties of
$105,000, stock based compensation of $100,977, professional fees (accounting,
auditing and legal fees) of $79,593, investor relations of $38,468, explorations
costs and expenses of $38,505, general and administrative expenses of $20,852.
These and other expenses resulted in a net loss from inception of
$521,829.




The
Company has not attained profitable operations and is dependent upon obtaining
financing to pursue exploration activities. For these reasons, our auditors have
expressed that there is substantial doubt that we will be able to continue as a
going concern.





Results
of Operation





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





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




For the
year ended April 30, 2008 compared to the year ended April 30, 2007, the Company
had a net loss of $442,249 and $68,479 respectively, an increase of
546%.




8




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




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





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




Liquidity
and Capital Resources





At April
30, 2008, the Company had current assets of $40,965 working capital of $13,329,
and had used $229,473 in operating activities during the year ended April 30,
2008. The Company has an accumulated deficit of $520,914 since the inception of
the Company on July 11, 2005 through April 30, 2008; and has had a net increase
in cash flow of $302 since inception.  As a result, the independent
auditors of the Company have expressed substantial doubt about the Company’s
ability to continue as a going concern.




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




The
proceeds from the sale of the units have been used for the acquisition of
mineral properties and general corporate purposes.




The
Company must rely on our corporate officers, directors and outside investors in
order to meet its budget for further exploration and acquisitions.  If
the Company is unable to obtain financing from any of one of these
aforementioned sources, the Company would not be able to complete its financial
obligations regarding the exploration and development of its Canadian mining
properties, to complete acquisitions, or to continue as a going
concern.




ITEM
7. FINANCIAL STATEMENTS




9




NILAM
RESOURCES INC.




(AN
EXPLORATION STAGE COMPANY)




CONSOLIDATED
FINANCIAL STATEMENTS




April 30,
2008




(Stated in US
Dollars)





10





NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)




CONTENTS




PAGE
            12
            REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.PAGE
            13
            CONSOLIDATED
      BALANCE SHEETS AS OF APRIL 30, 2008 AND 2007.PAGE
            14
            CONSOLIDATED
      STATEMENT OF OPERATIONS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND
      FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30,
      2008.PAGE
            15
            CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11,
      2005 (INCEPTION) TO APRIL 30, 2008.PAGE
            16
            CONSOLIDATED
      STATEMENT OF CASH FLOWS FOR THE YEARS ENDED APRIL 30, 2008 AND 2007, AND
      FOR THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30,
      2008.PAGES
            17 -
      21
            NOTES
      TO  CONSOLIDATED FINANCIAL
STATEMENTS





11




Cinnamon
Jang Willoughby & Company


Chartered
Accountants
 APartnership of Incorporated Professionals
  REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  To the
Stockholders and Board of Directors of Nilam ResourcesInc.:
  We
have audited the accompanying consolidated balance sheet of Nilam Resources Inc.
as at April 30, 2008 and the related consolidated statements of operations,
stockholders' equity (deficiency), and cash flows for the year ended April 30,
2008. These consolidated financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. The financial statements
of Nilam Resources Inc. as of April 30, 2007 were audited by other auditors
whose report dated July 11, 2007 expressed an unqualified opinion on those
statements. The other auditors' report has been furnished to us, and our
opinion, insofar as it relates to the amounts included for such prior period, is
based solely on the report of such other auditors.
  We
conducted our audit in accordance with the standards of the Public Accounting
Oversight Board (United States). Those standards require that we plan and
perform an audit to obtain reasonable assurance whether the financial statements
are free of material misstatement. The company is not required to have nor were
we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the company's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
  In our
opinion, these consolidated financial statements referred to above present
fairly, in all material respects, the financial position of the company as at
April 30, 2008 and the results of its consolidated operations and its
consolidated cash flows for the year then ended in conformity with generally
accepted accounting principles in the United States of America.
  The
accompanying consolidated financial statements referred to above have been
prepared assuming the company will continue as a going concern. As discussed in
Note 1 to the consolidated financial statements, the company has suffered
recurring losses from operations and a net working capital deficiency that raise
substantial doubt about its ability to continue as a going concern. The
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
  "Cinnamon Jang Willoughby &
Company"
 Chartered
Accountants
  Burnaby,
Canada
 June
23, 2008





12


NILAM
RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
BALANCE SHEET


(STATED
IN U.S. DOLLARS)





April
      30, 2008
            
            
            April
      30, 2007ASSETSCURRENT
      ASSETSCash and cash equivalents
            
            $
            13,329
            
            
            $
            13,027Accounts
      receivable
            
            
            1,896
            
            
            
            -Prepaid
            
            
            25,740
            
            
            
            2,225TOTAL
      ASSETS
            
            $
            40,965
            
            
            $
            15,252LIABILITIES
      AND STOCKHOLDERS’ EQUITY (DEFICIENCY)CURRENT
      LIABILITIESAccounts payable and accrued liabilities
            
            $
            27,737
            
            
            $
            2,924Due
      to related parties  (Note 6)
            
            
            1,440
            
            
            
            -Notes
      payable – related parties (Note 4)
            
            
            60,338
            
            
            
            -TOTAL LIABILITIES
            
            
            89,515
            
            
            
            2,924STOCKHOLDERS’
      EQUITY (DEFICIENCY)Preferred stock, $0.001 par value, 1,000,000 shares authorized, none
      issued and outstanding
            
            
            -
            
            
            
            -Common
      stock, $0.001 par value, 345,000,000 shares authorized, 58,038,874 shares
      and 57,500,000 shares issued and outstanding, respectively (Note
      5)
            
            
            58,038
            
            
            
            57,500Additional paid in capital  (Note 5)
            
            
            414,326
            
            
            
            33,500Accumulated deficit during exploration stage
            
            
            (520,914
            )
            
            
            (78,672
            )Total stockholders’ equity (deficiency)
            
            
            (48,550
            )
            
            
            12,328TOTAL LIABILITIES AND
      STOCKHOLDERS’ EQUITY (DEFICIENCY)
            
            $
            40,965
            
            
            $
            15,252





Nature of
Operations Note 1


See
accompanying notes to financial statements.





Approved
on Behalf of the Board





/s/ Len
DeMelt
, Director







13





NILAM
RESOURCES INC.
 (AN
EXPLORATION STAGE COMPANY)
 CONSOLIDATED
STATEMENT OF OPERATIONS
 (STATED
IN U.S. DOLLARS)


For
      the Year Ended April 30, 2008
            
            
            For
      the Year Ended
              April
      30, 2007
            
            
            For
      the Period From
              July
      11, 2005
              (Inception)
      to
              April
      30, 2008OPERATING
      EXPENSESAccounting
      and auditing fees
            
            $
            36,660
            
            
            $
            13,716
            
            
            $
            51,141Consulting
      fees
            
            
            23,000
            
            
            
            36,000
            
            
            
            59,000Exploration
      costs and expenses
            
            
            38,505
            
            
            
            700
            
            
            
            45,705General
      and administrative
            
            
            20,852
            
            
            
            678
            
            
            
            21,665Insurance
            
            
            4,500
            
            
            
            -
            
            
            
            4,500Investor
      relation
            
            
            38,468
            
            
            
            -
            
            
            
            38,468Listing
      and filing fees
            
            
            2,115
            
            
            
            4,610
            
            
            
            7,425Legal
      fees
            
            
            42,933
            
            
            
            12,776
            
            
            
            55,709Stock-based
      compensation (Note 6)
            
            
            100,977
            
            
            
            -
            
            
            
            100,977Travel
            
            
            8,609
            
            
            
            -
            
            
            
            8,609Wages
            
            
            20,630
            
            
            
            -
            
            
            
            20,630Write
      down on mineral properties (Note 3)
            
            
            105,000
            
            
            
            -
            
            
            
            108,000Total
      Operating Expenses
            
            
            442,249
            
            
            
            68,479
            
            
            
            521,829LOSS
      FROM OPERATIONS
            
            
            (442,249
            )
            
            
            (68,479
            )
            
            
            (521,829
            )OTHER INCOME
      (EXPENSE)Foreign
      currency transaction gain
            
            
            -
            
            
            
            -
            
            
            
            908Interest
      income
            
            
            7
            
            
            
            -
            
            
            
            7Total
      Other (Expense)/Income
            
            
            7
            
            
            
            -
            
            
            
            915NET LOSS BEFORE PROVISION FOR
      INCOME TAXES
            
            
            (442,242
            )
            
            
            (68,479
            )
            
            
            (520,914
            )Provision for Income
      Taxes
            
            
            -
            
            
            
            -
            
            
            
            -NET
      LOSS
            
            $
            (442,242
            )
            
            $
            (68,479
            )
            
            $
            (520,914
            )


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




See
accompanying notes to financial statements.





14




NILAM RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY (DEFICIENCY)


(STATED
IN U.S. DOLLARS)




AccumulatedPreferred
            
            
            Additional
            Deficit
      DuringStock
            Common
      Stock
            Paid-In
            ExplorationShares
            Amount
            Shares
            Amount
            Capital
            Stage
            Total


Common
      stock issued tofounders
      for cash ($0.0002 pershare)
            
            
            -
            
            
            $
            -
            
            
            
            30,000,000
            
            
            $
            30,000
            
            
            $
            (24,000
            )
            
            $
            -
            
            
            $
            6,000Common
      stock issued forcash
      ($0.002 per share)
            
            
            -
            
            
            
            -
            
            
            
            27,500,000
            
            
            
            27,500
            
            
            
            27,500
            
            
            
            -
            
            
            
            55,000Net
      loss for the period fromJuly
      11, 2005 (inception) toApril
      30, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (10,193
            )
            
            
            (10,193
            )BALANCE,
      APRIL 30, 2006
            
            
            -
            
            
            
            -
            
            
            
            57,500,000
            
            
            
            57,500
            
            
            
            3,500
            
            
            
            (10,193
            )
            
            
            50,807In-kind
      contribution of stock to officer
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            30,000
            
            
            
            -
            
            
            
            30,000Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (68,479
            )
            
            
            (68,479
            )BALANCE,
      APRIL 30, 2007
            
            
            -
            
            
            
            -
            
            
            
            57,500,000
            
            
            
            57,500
            
            
            
            33,500
            
            
            
            (78,672
            )
            
            
            12,328In-kind
      contribution  of property
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,000
            
            
            
            -
            
            
            
            5,000In-kind
      contribution  of expenses
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            5,950
            
            
            
            -
            
            
            
            5,950Common
      stock issued for
            
            
            -
            
            
            
            -
            
            
            
            538,874
            
            
            
            538
            
            
            
            369,876
            
            
            
            -
            
            
            
            370,414cash
      ($0.50 per share)Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (442,242
            )
            
            
            (442,256
            )BALANCE,
      APRIL 30, 2008
            
            
            -
            
            
            $
            -
            
            
            
            58,038,874
            
            
            $
            58,038
            
            
            $
            414,326
            
            
            $
            (520,914
            )
            
            $
            (48,564
            )









15




NILAM RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


CONSOLIDATED
STATEMENTS OF CASH FLOWS


(STATED
IN U.S. DOLLARS)




For
      the Year Ended
              April
      30, 2008
            
            
            For
      the Year Ended
              April
      30, 2007
            
            
            For
      the Period From
              July
      11, 2005
              (Inception)
      to
              April
      30, 2008CASH
      FLOWS USED IN OPERATING ACTIVITIES:Net
      loss for the period
            
            $
            (442,242
            )
            
            $
            (68,479
            )
            
            $
            (520,914
            )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Impairment
      of mineral properties
            
            
            105,000
            
            
            
            -
            
            
            
            105,000In-kind
      contribution of expenses
            
            
            5,950
            
            
            
            -
            
            
            
            5,950In-kind
      contribution of stock
            
            
            -
            
            
            
            30,000
            
            
            
            30,000Stock-based
      compensation
            
            
            100,977
            
            
            
            -
            
            
            
            100,977Changes
      in operating assets and liabilities:Prepaid
            
            
            (23,515
            )
            
            
            (2,225
            )
            
            
            (25,740
            )Accounts
      receivable
            
            
            (1,896
            )
            
            
            -
            
            
            
            (1,896
            )Accounts
      payable and accrued expenses
            
            
            24,813
            
            
            
            (2,076
            )
            
            
            27,737Due
      to related party
            
            
            1,440
            
            
            
            -
            
            
            
            1,440Net
      Cash Used In Operating Activities
            
            
            (229,473
            )
            
            
            (42,780
            )
            
            
            (277,446
            )CASH
      FLOWS USED IN INVESTING ACTIVITIES:Purchase
      of mineral properties
            
            
            (100,000
            )
            
            
            -
            
            
            
            (100,000
            )Net
      Cash Used In Investing Activities
            
            
            (100,000
            )
            
            
            -
            
            
            
            (100,000
            )CASH
      FLOWS FROM FINANCING ACTIVITIES:Issuance
      of common stock
            
            
            269,437
            
            
            
            -
            
            
            
            330,437Notes
      payable – related parties
            
            
            60,338
            
            
            
            -
            
            
            
            60,338Net
      Cash Provided By Financing Activities
            
            
            329,775
            
            
            
            -
            
            
            
            390,775NET
      INCREASE (DECREASE) IN CASH
            
            
            302
            
            
            
            (42,780
            )
            
            
            13,329CASH
      AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            13,027
            
            
            
            55,807
            
            
            
            -CASH
      AND CASH EQUIVALENTS AT END OF PERIOD
            
            $
            13,329
            
            
            $
            13,027
            
            
            $
            13,329Interest
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -Taxes
      Paid
            
            $
            -
            
            
            $
            -
            
            
            $
            -




See
accompanying notes to financial statements.





16





NILAM RESOURCES INC.


(AN
EXPLORATION STAGE COMPANY)


NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS


AS OF
APRIL 30, 2008




NOTE
1 NATURE
OF OPERATIONS




These
consolidated financial statements inclusive of the accounts of the Nilam
Resources Inc. and its Peruvian subsidiary Nilam Resources Peru SAC. Nilam
Resources Inc. (an exploration stage company) (the “Company”) was incorporated
under the laws of the State of Nevada on July 11, 2005. The Company is a natural
resource exploration company with an objective of acquiring, exploring and if
warranted and feasible, developing natural resource
properties.   On November 23, 2007, the Company incorporated
Nilam Resources Peru SAC, in Peru, as a wholly-owned subsidiary.  The
purpose of the new subsidiary is to hold the Company’s Peruvian properties and
to carry on such business in Peru as is necessary to maintain, explore and
develop the Company’s properties.  Nilam Resources Peru SAC. holds the
Company’s material asset consisting of its rights in respect of the Llippa and
El Baron properties.




These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business.  The Company has never generated
revenues since inception and has never paid any dividends.  The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, confirmation of the Company’s
interests in the underlying properties, and the attainment of profitable
operations.  As at April 30, 2008, the Company has accumulated losses
of $520,914 since inception.  These factors raise substantial doubt
regarding the Company’s ability to continue as a going concern.  These
financial statements do not include any adjustments to the recoverability and
classification of recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.




NOTE
2 SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES





(A) Basis of
Presentation





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




(B) Basis of
Consolidation





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





(C) Use of
Estimates




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




(D) Cash and Cash
Equivalents




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




(E) Mineral
Property




Pursuant
to SFAS No. 144, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. The Company
capitalized $105,000 related to the mineral rights which was subsequently
impaired as of April 30, 2008.




17




(F) Loss Per
Share




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





(G) Income
Taxes





The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.





(H)
Foreign Currency Translation




The
financial statements are presented in United States dollars.  In
accordance with SFAS No. 52, “Foreign Currency Translation”, foreign denominated
monetary assets and liabilities are translated to their United States dollar
equivalents using foreign exchange rates which prevailed at the balance sheet
date.  Revenue and expenses are translated at average rates of
exchange during the year.  Related translation adjustments are
reported as a separate component of stockholders’ equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations. As of April 30, 2008, the Company recorded a transaction gain from
the settlement of subscriptions receivable received in Canadian Dollars. The
gain was determined at the exchange rates on the date of
settlement.




(I) Business
Segments




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




(J) Recent Accounting
Pronouncements




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





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




18




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





(K) Concentration of Credit
Risk





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




NOTE
3 MINERAL
PROPERTIES




Lucky Strike
Property




Pursuant
to a mineral property purchase and sale agreement dated March 1, 2006, the
Company acquired a 100% interest in the mineral rights at the Lucky Strike
Property located in the Similkameen Mining Divison, British Columbia, Canada for
a purchase price of $3,000.  The Company has written off the cost of
the property during the year ended April 30, 2006.





Llippa
Property





On
December 10, 2007, the Company, through its wholly owed Peruvian subsidiary,
entered into an agreement with MRC 1 Exploraciones EIRL of Peru, to purchase the
Llippa Project, Peru, for $100,000. Llippa is a mineral claim consisting of
two major mining concessions, the Prospera mine and La Prospera
XXI.  As of April 30, 2008, the Company paid $100,000 to acquire
Llippa Project.  The Company has written off the cost of the property
during the year ended April 30, 2008.





El Baron
Property




On
December 10, 2007, the Company, through its wholly owed Peruvian subsidiary,
acquired the El Baron (a.k.a “El Varon”) mineral claim from a director of the
Company, who transferred the claim to the Company for no
consideration.  El Varon project consists of the Tati and San Marino
No.2 mining concessions, Peru.  The value of $5,000 was assigned to
the property based on actual staking costs incurred by the
director.  The Company has written off the cost of the property during
the year ended April 30, 2008.




NOTE
4 NOTES
PAYABLE – RELATED PARTY





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





During
the quarter, a shareholder loaned the Company $338 to establish a bank account
in Peru. There are no terms of repayment and the amount is non-interest
bearing.





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




19




NOTE
5 STOCKHOLDERS’
EQUITY




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




On April
28, 2006, the Company issued 27,500,000 shares of common stock for cash of
$55,000 ($0.002 per share).




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





During
fiscal 2007, a former officer and director gave the President and Chief
Financial Officer 1,500,000 shares of the Company’s common stock. The shares
were valued for financial statements purpose at a recent price of $0.02 per
share or $30,000.





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





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





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





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




Share Purchase
      Warrants


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




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





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




NOTE
6 RELATED PARTY
TRANSACTIONS





On August
28, 2007, the Company issued a promissory note in the amount of $10,000 to a
related party.  This promissory note is unsecured, bears no interest
and is due on demand (Note 3).





During
the fiscal 2008, the officer loaned the Company $338. This loan is unsecured,
bears no interest and is due on demand (Note 3).





On
November 20, 2007, the Company issued a promissory note in the amount of $50,000
to a related party.  This promissory note is unsecured, bears no
interest and is due on demand (Note 3).




20




NOTE
6 RELATED PARTY
TRANSACTIONS (CONTINUED)





During
the fiscal 2008, a director of the Company transferred the title of the El Baron
property to the Company’s name without consideration. The value of $5,000 was
assigned to the property (Note 2).





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





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





On
December 2007 and January 2008, a total of 234,831 units (Note 4) were sold to
the Directors of the Company in connection with the private placement.  The
benefit of $100,999 was assigned to those units, computed by taking the
difference between the market share price and the selling price per unit and
multiplying it by number of shares issued to Directors.




21





ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE





On March
18, 2008, Webb & Co., the independent registered public accounting firm of
Nilam Resources, Inc. (the "Company") for the fiscal years ended April 30, 2007
and 2006, was terminated from further audit services to the
Company.  This action was approved by the Board of
Directors.  The Company terminated Webb & Co. in order to retain
an auditing firm with offices located in closer proximity to their mining
operations in Peru.




During the fiscal year ended April 30,
2007, the consolidated financial statements of the Company did not contain any
adverse opinion or a disclaimer of opinion, nor were they qualified or modified
as to any uncertainty, audit scope, or accounting principles.





For the two fiscal years ended April
30, 2007, and the subsequent interim period through March 18, 2008, there were
no disagreements between the Company and Webb & Co. on any matter of
accounting principles or practice, financial statement disclosure, or auditing
scope or practices which if not resolved to the satisfaction of Webb & Co.
would have caused Webb & Co. to make reference to the subject matter of the
disagreement in connection with its reports.





On March 19, 2008, the Company executed
an engagement letter with Cinnamon, Jang, Willoughby and Co., a member of HLB
International, to audit the consolidated financial statements of the Company for
its fiscal year ended April 30, 2008, and the related statements of income,
stockholders' equity, and cash flows for the year then ended.  During
the two most recent fiscal years or any subsequent interim period, the new
independent registered public accounting firm had not previously been engaged as
either the principal accountant of the Company to audit its consolidated
financial statements or of any significant subsidiary, nor has the Company
consulted with the firm regarding any accounting issue, auditing or financial
reporting issue regarding such consolidated financial statements or any
reportable event prior to March 19, 2008.




ITEM 8A. CONTROLS AND PROCEDURES





The
Company's Chief Executive Officer/President who is also serving as the chief
financial officer/principal accounting officer (the "Certifying Officer") is
responsible for establishing and maintaining disclosure controls and procedures
for the Company.  Such officer has concluded (based upon their
evaluation of these controls and procedures) that the Company's disclosure
controls and procedures are effective to ensure that information required to be
disclosed by the Company in this report is accumulated and communicated to the
Company's management, including its principal executive officers as appropriate,
to allow timely decisions regarding required disclosure. The Certifying Officer
also has indicated that there were no changes in the Company’s internal controls
or other factors that could significantly affect such controls subsequent to the
date of evaluation, and that there were no corrective actions necessary with
regard to any significant deficiencies and material weaknesses.





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




CRITICAL
ACCOUNTING POLICIES





The
Company has identified the policies outlined below as critical to our business
operations and an understanding of our results of operations. The list is not
intended to be a comprehensive list of all of our accounting policies. In many
cases, the accounting treatment of a particular transaction is specifically
dictated by accounting principles generally accepted in the United States, with
no need for management's judgment in their application. The impact and any
associated risks related to these policies on our business operations is
discussed throughout Management's Discussion and Analysis or Plan of Operations
where such policies affect our reported and expected financial results. For a
detailed discussion on the application of these and other accounting policies,
see the Notes to the April 30, 2008 Financial Statements. Note that our
preparation of the financial statements requires us to make estimates and
assumptions that affect the reported amount of assets and liabilities,
disclosure of contingent assets and liabilities at the date of our financial
statements, and the reported amounts of revenue and expenses during the
reporting period. There can be no assurance that actual results will not differ
from those estimates.





22





Use of
Estimates




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




Cash
and Cash Equivalents




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




Mineral
Property




Pursuant
to SFAS No. 144, the recoverability of the acquisition costs associated with the
purchase of mineral rights presumes to be insupportable prior to determining the
existence of a commercially minable deposit and have to be expensed. The Company
capitalized $105,000 related to the mineral rights which was subsequently
impaired as of April 30, 2008.




Loss Per
Share




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




Income
Taxes




The
Company accounts for income taxes under the Statement of Financial Accounting
Standards No. 109, “Accounting for Income Taxes” (“Statement
109”).  Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled.  Under Statement 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes the enactment date.




Foreign Currency
Translation




The financial statements are
presented in United States dollars.  In accordance with SFAS No. 52,
“Foreign Currency Translation”, foreign denominated monetary assets and
liabilities are translated to their United States dollar equivalents using
foreign exchange rates which prevailed at the balance sheet
date.  Revenue and expenses are translated at average rates of
exchange during the year.  Related translation adjustments are
reported as a separate component of stockholders’ equity, whereas gains or
losses resulting from foreign currency transactions are included in results of
operations. As of April 30, 2008, the Company recorded a transaction gain from
the settlement of subscriptions receivable received in Canadian Dollars. The
gain was determined at the exchange rates on the date of
settlement.




Business
Segments




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




23





Long-Lived
Assets




The
Company accounts for long-lived assets under the Statements of Financial
Accounting Standards Nos. 142 and 144 AAccounting for Goodwill and Other
Intangible Assets@ and AAccounting for Impairment or Disposal of Long-Lived
Assets@ (ASFAS No. 142 and 144@). In accordance with SFAS No. 142 and 144,
long-lived assets, goodwill and certain identifiable intangible assets held and
used by the Company are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. For purposes of evaluating the recoverability of long-lived assets,
goodwill and intangible assets, the recoverability test is performed using
undiscounted net cash flows related to the long-lived assets.





RECENT
ACCOUNTING PRONOUNCEMENTS





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





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





In
September 2006, the Securities Exchange Commission issued Staff Accounting
Bulletin No. 108 (“SAB No. 108”). SAB No. 108
addresses how the effects of prior year uncorrected misstatements should be
considered when quantifying misstatements in current year financial statements.
SAB No. 108 requires companies to quantify misstatements using a
balance sheet and income statement approach and to evaluate whether either
approach results in quantifying an error that is material in light of relevant
quantitative and qualitative factors. When the effect of initial adoption is
material, companies will record the effect as a cumulative effect adjustment to
beginning of year retained earnings and disclose the nature and amount of each
individual error being corrected in the cumulative adjustment.
SAB No. 108.





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




ITEM 8B. OTHER INFORMATION





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




24




PART
III





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





Current
Management of the Company





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





Name
            
            Age
            
            PositionAlain
      Vachon
              
              
              Vare
      Grewal    31
              
              Len
      DeMelt     62
              
              Larry
      Sostad    63
              
              Juan
      Manuel    43 Elescano
              Carlos
      Ortiz     55
            
            53
            
            Chief
      Executive Officer and  President
              
              Treasurer,
      Secretary and Director
              
              Chairman
      of the Board of Directors
              
              Director
      of Mining, North America
              
              Director
      of Exploration, Peru
              
              Director
      of Operations, Peru




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




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





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




25




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





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





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




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




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




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





Term
of Office




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




Significant
Employees




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




No
Audit Committee or Financial Expert





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





Code
of Ethics




26




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





Section
16(a) Beneficial Ownership Reporting Compliance





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





ITEM 10. EXECUTIVE COMPENSATION




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





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





Summary
Compensation Table





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




27




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




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





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




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





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





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




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




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




28





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




The following table provides the names
and addresses of each person known to us that owns more than 5% of our
outstanding Common Stock as of April 30, 2008, and by the officers and directors
of the Company, individually and as a group.  Except as otherwise
indicated, all shares are owned directly.




Amount
      ofTitle of
      Class
            Name and address of beneficial
      owner
            beneficial
            Percent
      ofownership
            classCommon
      Stock
            Len
      DeMelt, Director
              810
      Malecon Cisneros St.
              Peru,
      Lima, Miraflores
            13,900,146*
            24%Common
      Stock
            Vare
      Grewal, Director and Officer*
              42
      Camden Street, Suite 503
              Toronto,
      Ontario, M5V 1V
            13,120,000*
            22%Common
      Stock
            Alain
      Vachon, President
            2,150,000
            4%35
      Rue Du Parc Des Erables
              Laprairie,
      PQ, J5R 5J2Common
      Stock
              
              
              
              Common
      Stock
            Juan
      Manuel Elescano, Dir. of Exploration
              Avenida
      Enrique Fermi # 37
              Urb.
      Fiori, SM de Peru
              
              Carlos
      Fernando Ortiz Ugarte, Dir. of Operations
              Av.
      La Floresta 369 Dpto. 101
              Peru
              
              Officers
      and directors as a group (5)
            30,000
              
              
              50,000
              
              
              
              29,250,146
            .05%
              
              
              .08%
              
              
              
              50.40%





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




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




ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





Share
Transfers –




29




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





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





Note
to Related Party for Mineral Claim –





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





Assignment
of Mineral Claim -





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





Loans
-





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




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




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




Purchase
of Common Stock by Officers and Directors –




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




ITEM 13. EXHIBITS





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




3.1
            
            Articles
      of Incorporation of the Company are incorporated herein by reference to
      Exhibit 3.1 of the Form SB-2 registration statement of the Company [File
      No. 333-129864] filed on July 24,
2006.


3.2
            
            Certificate
      of Amendment to Articles of Incorporation are incorporated herein by
      reference to Exhibit 3.2 of the annual report Form 10KSB filed July 30,
      2007.3.3
            
            ByLaws
      of the Company are incorporated herein by reference to Exhibit 3.2 to the
      Form SB-2 registration statement of the Company [File No. 333-129864]
      filed on July 24, 2006.




30




10.1
            
            Summary
      Report on Llipa Mineral Property is incorporated herein by reference to
      Exhibit 10.1 to the current report Form 8-K/A filed on December 28,
      2007.10.2
            
            Record
      of the transfer of the EL Varon mineral claims is incorporated herein by
      reference to Exhibit 10.2 to the current report form 8-K/A filed on
      December 28, 2007.10.3
            
            Record
      of the transfer of the Llipa mineral claims is incorporated herein by
      reference to Exhibit10.3 to the current report form 8-K/A filed December
      28, 2007.10.4
            
            Pledge
      of Contract for the acquisition of the Pativilca claims and the Summary of
      the PativilcaProject are incorporated herein by reference to Exhibits 10.1
      and 10.2 respectively to the currentreport form 8-K filed January 17,
      2008.10.5
            
            Report
      on Phase I and II Exploration Program on the Lucky Strike Mineral Property
      in BritishColumbia, prepared by of Sookochoff Consultants is incorporated
      herein by reference to Exhibit10.7 of the Quarterly Report Form 10QSB
      filed March 5, 2008.31
            
            Certification
      of Alain Vachon.32
            
            Certification
      of Alain Vachon, Pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002





ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
approximate aggregate fees billed by Cinnamon, Jang and Wiloughby and Webb &
Company, P.A., our independent registered public accounting firms, for the fees
billed for the fiscal years ended April 30, 2008, and 2007, are as
follows:





Name
            Accounting
      Fees
            
            Audit
      Related Fees
            
            Tax
      Fees
            
            All
      Other FeesFor
      fiscal year endedApril
      30, 2008
            
            $
            4,000
            
            
            $
            32,000
            
            
            $
            0
            
            
            $
            0April
      30, 2007
            
            $
            4,000
            
            
            $
            7,000
            
            
            $
            0
            
            
            $
            0





The
Company does not currently have an audit committee. As a result, our Board of
Directors performs the duties and functions of an audit committee. The Company's
Board of Directors will evaluate and approve in advance, the scope and cost of
the engagement of an auditor before the auditor renders audit and non-audit
services. The Company does not rely on pre-approval policies and
procedures.




31




SIGNATURES




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




Nilam
Resources Inc.




Dated: 
August 18, 2008


/s/ Alain Vachon


Alain
Vachon, Chief Executive Officer, President and acting Treasurer and
Secretary




32