**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





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





For
      the
      fiscal year ended April 30, 2007





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








42
      Camden
      Street, Suite 503


Toronto,
      Ontario M5V 1V1 Canada








416-823-0915











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





Title
                of each class
            
            Name
                of each exchange on which registeredN/A
            
            N/A





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 |_|





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 |X | No |_|





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 July 27, 2007: 23,510,000 shares valued
      at $.10, or $2,351,000.





**(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 |_| No |_|





**(APPLICABLE
      ONLY TO CORPORATE REGISTRANTS)**





The
      number of shares of the registrant's common stock outstanding as of July 27,
      2007: 57,500,000 shares.





**DOCUMENTS
      INCORPORATED BY REFERENCE:**




None.


Transitional
      Small Business Disclosure Format: Yes |_| No |X|








TABLE
      OF
      CONTENTS





**INDEX**





PART
                IItem
                1.
            Description
                of BusinessItem
                2.
            Description
                of PropertyItem
                3.
            Legal
                ProceedingsItem
                4.
            Submission
                of Matters to a Vote of Security HoldersPART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Mattersand Small Business Issuer Purchases of Equity SecuritiesItem
                6.
            Management's
                Discussion and Analysis or Plan of OperationItem
                7.
            Financial
                StatementsItem
                8.
            Changes
                In and Disagreements with Accountants on Accounting and Financial
                DisclosureItem
                8A.
            Controls
                and ProceduresItem
                8B.
            Other
                InformationPART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons and Corporate
                Governance; Compliance with Section 16(a) of the Exchange
                ActItem
                10.
            Executive
                CompensationItem
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder MattersItem
                12.
            Certain
                Relationships and Related Transactions, and Director
                IndependenceItem
                13.
            ExhibitsItem
                14.
            Principal
                Accountant Fees and ServicesSignatures







**PART
        I**
  
 **ITEM
        1. DESCRIPTION OF BUSINESS**
 
 We
        are an
        exploration stage mining company engaged in the acquisition and exploration
        of
        mineral properties with a view to exploiting any mineral deposits we discover.
        The Company owns a 100% beneficial interest in one mineral claim known as
        the
        Lucky Strike property. There is no assurance that a commercially viable mineral
        deposit exists on the Lucky Strike 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. The Company has not yet commenced exploration
        on the Lucky Strike property. Once we have completed each phase of exploration,
        we will make a decision 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 independent geologist
        who oversees the program and records the results.
 
 Our
        plan
        of operation is to conduct exploration work on the Lucky Strike property
        in
        order to ascertain whether it possesses economic quantities of copper, gold,
        or
        other metals. There can be no assurance that an economic mineral deposit
        exists
        on the Lucky Strike property until appropriate exploration work is completed.
 
 Even
        if
        we complete our proposed exploration programs on the Lucky Strike property
        and
        we are successful in identifying a mineral deposit, we will have to spend
        substantial funds on further drilling and engineering studies before we will
        know if we have a commercially viable mineral deposit.
 
 **Lucky
        Strike Property Acquisition Agreement**
 
 On
        March
        1, 2006, the Company entered into a property acquisition agreement with Patricia
        Shore of Vancouver, Canada, whereby we purchased a 100% undivided right,
        title,
        and interest in one mineral claim located in the Similkameen Region, Jura
        B.C.
        Project Area, British Columbia, Canada. The Company acquired this interest
        in
        the Lucky Strike mineral claim by paying Ms. Shore $3,000.
 
 **Description,
        Location and Access**
 
 The
        Lucky
        Strike property is situated in the Similkameen Mining Division, British
        Columbia, Canada. It is located six miles northeast of the Town of Princeton
        in
        the southern part of the Thompson Plateau, which is a few hours drive from
        Vancouver, British Columbia. The property totals 310 acres and lies between
        the
        confluence of the Tulameen and Similkameen rivers with elevations ranging
        from
        2,850 feet to 3,400
        feet above sea level. The property’s physiographic setting is described as a
        rounded, open range plateau terrain that has been altered by the erosional
        and
        depositional drift cover effects of glaciation during the Ice Age era. Drift
        cover thickness in the valleys varies.
 
 The
        Town
        of Princeton, located six miles from the property, offers much of the
        infrastructure required to carry out exploration. It offers accommodations,
        limited equipment, supplies and communications. If necessary, any additional
        equipment would come from Vancouver, a few hours away from Princeton.
 
 The
        property is accessible by vehicle on a paved road six miles from north-northeast
        of Princeton, British Columbia, at Jura, B.C., continuing on a gravel road
        that
        immediately leads to the property.
  1
  **Title
        to the Lucky Strike property**
 
 The
        Lucky
        Strike property consists of one mineral claim. A “mineral claim” refers to a
        specific section of land over which a title holder owns rights to explore
        the
        ground and subsurface, and extract minerals. Title to the Lucky Strike property
        is registered in the name of Patricia Shore. Ms. Shore holds the property
        in trust for the Company.
 
 Claim
        details are as follows:
  **Claim
                  Name**
              **Tenure
                  Number**
              **Expiry
                  Date**Lucky
                  Strike
              530018
              March
                  13, 2008
 
 The
        claim
        was created on March 1, 2006 and was in good standing until March 13, 2007
        when
        our claim would have expired unless we had completed the required assessment
        work by this date. The Company completed the required assessment work and
        renewed our claim which is now in good standing until March 13, 2008.
 
 **Mineralization**
 
 The
        Lucky
        Strike property contains iron sulphide and iron disulphide mineralization.
        These
        rock types are often found in proximity to the precious and base metals that
        we
        are seeking.
 
 The
        property was described in the 1927 British Columbia Minister of Mines Annual
        Report as containing chalcopyrite (copper-iron sulphide) and pyrite (iron
        sulphide) occurrences with an abundance of malachite-stain (copper carbonate)
        in
        volcanic rock.
 
 **Exploration
        History**
 
 In
        1969,
        a survey was conducted by Lockwood Survey Corporation of Toronto, Ontario
        for
        Amax Exploration Inc. The results revealed moderate magnetic patterns across
        the
        center of the property in west to east directions, suggesting a change in
        rock-type, making the property receptive to mineralising fluids ascending
        from
        underlying intrusions.
 
 In
        1987,
        chip samples at over 6.56 feet were taken and analysed for copper and
        gold.
 
 The
        property has not undergone any detailed ground exploration work or drilling.
 
 **Geological
        Report**
 
 The
        Company retained Mr. James W. McLeod, a professional geologist, to complete
        an
        evaluation of the Lucky Strike property and to prepare a geology report on
        our
        claim.
 
 Based
        on
        his review, Mr. McLeod concluded that the Lucky Strike property warranted
        further exploration due to geochemistry and inferred geological continuity,
        as
        well as the lack of previous exploration.
 
 Mr.
        McLeod recommended an initial exploration program consisting of three phases.
        The first phase consisting of prospecting and geological mapping and hand
        trenching. Prospecting involves analyzing rocks on the property surface with
        a
        view to discovering indications of potential mineralization. Geological mapping
        consists of gathering chip samples and grab samples from property areas 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 analysed 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.
  2
  Mr.
        McLeod, as commissioned by the Company, commenced the first phase of exploration
        in April 2006 and completed Phase I in May 2006. Phase I included reconnaissance
        prospecting, hand trenching, and sampling of the mineralized material. Four
        samples were taken during Phase I, revealing the presence of copper, gold,
        and
        various other minerals as described in the attached Progress Report. The
        first
        phase cost $4,500 as described below.
  **Budget
                  - Phase I**Geological
                  Mapping
              
              $
              2,000Trenching
                  and sampling including assays
              
              
              1,200Food and
                  Lodging
              
              
              500Reports,
                  maps, etc.
              
              
              800**Total
                  Cost Phase I:**
              
              $
              4,500
 
 Based
        on
        the presence of copper, gold, and other minerals located within the Company’s
        claim, Mr. McLeod recommended that the Company commence Phase II when able
        to do
        so. The second phase will consist of magnetometer and VLF electromagnetic
        surveys. A magnetometer surveys measure the irregularities in the magnetic
        field
        in a given area. VLF is an abbreviation for very low frequency and an
        electromagnetic survey involves measuring whether or not rocks on the surface
        and subsurface of the property conduct electricity. Copper and gold are
        excellent conductors of electricity.
 
 The
        second phase is estimated to cost $12,500 as outlined below. The Company
        anticipates commencing the second phase of exploration in the fall of 2007
        assuming we are satisfied with the results of the first phase. The program
        will
        take approximately two months to complete.
  **Budget
                  - Phase II**Magnometer
                  and VLF surveys
              
              $
              7,000Engineering
                  and supervision.
              
              
              2,500Grid
                  installation
              
              
              600Reports,
                  Assays, etc.
              
              
              1,200Food and
                  Lodging
              
              
              500Transportation
              
              
              700**Total
                  Cost Phase II:**
              
              $
              **12,500**
 The
        third
        phase will consist of induced polarized survey over anomalous zones of interest
        outlined by Phase I and II fieldwork, trenching, and mapping and sampling
        of
        bedrock anomalies. A polarized survey is used for the purpose of identifying
        magnetic minerals. The survey involves using a magnetic force microscope
        (MFM),
        which is a scanning probe microscope that measures the magnetic interaction
        between a grab sample and the tip of the probe. Geological mapping involves
        plotting previous exploration data relating to a property on a map in order
        to
        determine the best property locations to conduct
        subsequent exploration work. Anomalous/bedrock anomalies refer to any departure
        from the nom that may indicate the presence of mineralization in the underlying
        bedrock on the property.
 
 The
        third
        phase is estimated to cost $40,000 as outlined below. The Company anticipates
        commencing the third phase of exploration in the spring of 2008 assuming
        we are
        satisfied with the results of the second stage. The program will take
        approximately three months to complete.
  3
 
 **Budget
                  - Phase III**Geological
                  mapping and trenching
              
              $
              15,000Polarized
                  survey
              
              
              10,000Engineering
                  and supervision.
              
              
              12,000Reports,
                  Assays, etc.
              
              
              2,000Food and
                  Lodging
              
              
              800Transportation
              
              
              200**Total
                  Cost Phase III:**
              
              $
              **40,000****Total
                  Estimated Cost Phase I, II, and III**
              
              $
              57,000
  **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 British Columbia.
 
 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 reserve 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 will have to be minimal or otherwise re-mediated;-
              Dumping
                  of material on the surface will 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 have to be an impact report of the work on the local fauna
                  and flora.
  **Inherent
        Risks in Our Business and the Mining Industry**
 
 The
        search for valuable minerals as a business involves substantial risks. The
        likelihood of our success and success in the mining industry must be considered
        in light of the substantial risks, problems, expenses, difficulties,
        complications and delays encountered in connection with the exploration of the
        mineral properties that the Company plans to undertake. These potential problems
        include, but are not limited to, the inherent speculative nature of exploration
        of mining properties, numerous hazards including pollution, cave-ins and
        other
        hazards against which we cannot, or may elect not to, insure, burdensome
        government regulations and other legal uncertainties, market fluctuations
        relating to the minerals and metals which we seek to exploit, other
        unanticipated problems relating to exploration, and additional costs and
        expenses that may exceed current estimates.
  4
  **Employees**
 
 The
        Company has no employees other than Sandy Sandhu, our Chief Executive Officer,
        President, Treasurer, Secretary and director.
 
 **Research
        and Development Expenditures**
 
 The
        Company has not incurred any research or development expenditures since our
        incorporation other than those incurred during Phase I of our development
        program on the Lucky Strike claim.
 
 **Subsidiaries**
 
 The
        Company does not have any subsidiaries.
 
 **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 relating to the Lucky Strike
        mineral
        property located in the Similkameen Mining Division, British Columbia, Canada.
        We do not own interest in any other mining properties.
 
 The
        Company maintains an office at Suite 503-42 Camden St., Toronto, Ontario
        M5V 1V1
        which is provided to the Company at no cost.
 
 
 **ITEM
        3. LEGAL PROCEEDINGS**
 
 None.
 
 
 **ITEM
        4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS**
 
 The
        shareholders of the Company elected Sandy Sandhu to the Board of Directors
        on
        April 21, 2007, as described in the Company’s Form 8-K filing dated April 21,
        2007.
  5
  **PART
        II**
 
 
 **ITEM
        5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS
        ISSUER PURCHASES OF EQUITY SECURITIES.**
 
 The
        Company's Common Stock has been listed on the NASD over-the-counter Electronic
        Bulletin Board. However, there is no established trading market for the Common
        Stock and no active trading activity has occurred. Consequently, the Company
        is
        of the belief that any published prices cannot be attributed to a liquid
        and
        active trading market and, therefore, cannot be indicative of any meaningful
        market value.
  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 from
        October, 2006 through June, 2007. 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 Sheets
        LLC.
 Closing
                    Bid PricesYear
                    ended December 31, 2006
                
                High
                
                Low4thQuarter
                
                $0.10
                
                $0.10Year
                    ending December 31, 20071stQuarter (1)
                
                $0.25
                
                $0.102ndQuarter
                
                $0.10
                
                $0.10
 
 (1)
           The Common Stock of the Company had a five for one forward stock split
          in
          March 2007.
 
 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, 2007.
 
 The
        Company did not sell any unregistered equity securities during its fiscal
        year
        ended April 30, 2007.
 
 As
        of
        April 30, 2007, the Company had 22 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, 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**
 
 Our
        plan
        of operation for the next twelve months is to complete the recommended phase
        two
        exploration program on the Lucky Strike property consisting of a magnetometer,
        VLF electromagnetic, and polarized surveys. The Company anticipates that
        this
        phase of the exploration program will cost approximately $12,500. To date,
        the
        Company has completed Phase I of our exploration process, but we have not
        yet
        commenced Phase II or Phase III on the Lucky Strike property.
 
  6
  The
        Company hopes to undertake the phase two work program during 2007 and 2008.
        Currently it is doubtful whether the Company has sufficient financial resources
        to fund the phase two work program. If the company cannot raise additional
        money, we may not be able to continue with the phased exploration process
        on our
        property. The Company does not have any verbal or written agreement regarding
        the retention of any qualified engineer or geologist for this exploration
        program.
 
 Should
        the Company be able to complete Phase II in the fall of 2007, we will then
        undertake the phase three work program during the spring of 2008. Phase III
        is
        estimated to take approximately three months to complete and cost $40,000.
 
 While
        the
        Company may have enough funds to cover anticipated expenses for Phase II
        of the
        exploration work program, we will require additional funding in order to
        proceed
        with Phase III and any additional recommended exploration on the Lucky Strike
        property following the completion of the phase two program. 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.
 
 **Results
        of Operations from the Period of Inception through April 30, 2007**
 
 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, 2007. We do
        not
        anticipate earning revenues unless we enter into commercial production on
        the
        Lucky Strike property, which is doubtful in the foreseeable future. The Company
        has not completed the exploration stage of our business and can provide no
        assurance that we will discover economic mineralization on the Lucky Strike
        property, or if such minerals are discovered, that we will enter into commercial
        production.
  The
        Company incurred operating expenses in the amount of $79,580 for the period
        from
        our inception on July 11, 2005 to April 30, 2007. These operating expenses
        were
        comprised primarily of exploration costs and expenses of $10,200, professional
        fees (auditing and legal) of $27,257, listing and filing fees of $5,310 and
        general and administrative expenses of $36,813. These expenses were offset
        by
        our realization of $908 for foreign currency tranaction gain, resulting in
        a net
        loss from inception of $78,682.
  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, 2007 and 2006.
 
 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 incurred losses in the year ended April 30,
        2007
        and in the period from inception on July 11, 2005 (date of inception), to
        the
        year ended April 30, 2006 (the “period ended April 30, 2006).
  For
        the
        year ended April 30, 2007 compared to the period ended April 30, 2006, the
        Company had a net loss of $68,479 and $10,193, respectively.
  Mining
        exploration costs decreased by $8,800 to $700 during the year ended April
        30,
        2007 as compared to $9,500 for the comparable period ended April, 30 2006,
        due
        primarily to the fact that Phase I of our exploration program was substantially
        completed during fiscal 2006.
  General
        and administrative expenses increased from $136 during the period ended April
        30, 2006, to $36,677 for the fiscal year ended April 30, 2007.
  7
  Professional
        fees and expenses increased 3,363% from $765 during the year ended April
        30,
        2006, to $26,492 for the year ended 2007.
  **Liquidity
        and Capital Resources**
 
 At
        April
        30, 2007, the Company had current assets of $15,252, working capital of $12,328,
        and had used $42,780 in operating activities during the year ended April
        30,
        2007. The Company has an accumulated deficit of $78,672 since the inception
        of
        the Company on July 11, 2005 through April 30, 2007; and has had a negative
        cash
        flow of $47,973 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.
  On
        February 28, 2006, we completed an offering of 30,000,000 shares (post-split)
        of
        our Common Stock at a price of $0.0002 per share. Of these shares, we issued
        15,000,000 shares (post-split) of our common stock to the Company’s President at
        that time, Mr. Karamjit Gill, and 15,000,000 shares (post-split) to the
        Company’s Chief Financial Officer at that time, Mr. Michael Sklavenitis. The
        total amount received from this offering was $6,000. These shares were issued
        in
        reliance upon Regulation S under the Securities Act of 1933. The Company
        also
        completed an offering of 27,500,000 shares (post-split) of our common stock
        at a
        price of $0.002 per share to a total of forty-five purchasers on April 28,
        2006.
        The total amount received from this offering was $55,000. These shares were
        also
        issued pursuant to Regulation S under the Securities Act of 1933. The figures
        represented in this paragraph reflect share amounts after a five-for-one
        forward
        split executed by the Company in March 2007 after the Company’s two stock
        offerings.
  The
        proceeds from the sale of the common stock have been used for general corporate
        purposes and for mining exploration.
  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 aquisitions, or to continue as a going concern.
  8
  **ITEM
        7. FINANCIAL STATEMENTS**
  **NILAM
        RESOURCES INC.**
  (AN
        EXPLORATION STAGE COMPANY)
  FINANCIAL
        STATEMENTS
  April
        30,
        2007
  (Stated
        in US Dollars)
 
 **CONTENTS**
   PAGE
              F-1
              REPORT
                  OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
              F-2
              BALANCE
                  SHEET AS OF APRIL 30, 2007PAGE
              F-3
              STATEMENT
                  OF OPERATIONS FOR THE YEAR ENDED APRIL 30, 2007 , FOR THE PERIOD
                  FROM JULY
                  11, 2005 (INCEPTION) TO APRIL 30, 2006, AND FOR THE PERIOD FROM
                  JULY 11,
                  2005 (INCEPTION) TO APRIL 30, 2007)PAGE
              F-4
              STATEMENT
                  OF CHANGES IN STOCKHOLDERS’ EQUITY FOR THE PERIOD FROM JULY 11, 2005
                  (INCEPTION) TO APRIL 30, 2007PAGE
              F-5
              STATEMENT
                  OF CASH FLOWS FOR THE YEAR ENDED APRIL 30, 2007, FOR THE PERIOD
                  FROM JULY
                  11, 2005 (INCEPTION) TO APRIL 30, 2006, AND FOR THE PERIOD FROM
                  JULY 11,
                  2005 (INCEPTION) TO APRIL 30, 2007PAGES
              F-6
                  - F-8
              NOTES
                  TO FINANCIAL STATEMENTS
  9
  **REPORT
        OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**
 
 To
        the
        Board of Directors of:
 Nilam
        Resources, Inc.
 (An
        Exploration Stage Company)
 
 We
        have
        audited the accompanying balance sheet of Nilam Resources, Inc. (an exploration
        stage company) as of April 30, 2007 and the related statements of operations,
        changes in stockholders’ equity and cash flows for the year ended April 30,
        2007, for the period from July 11, 2005 (inception) to April 30, 2006, and
        for
        the period from July 11, 2005 (inception) to April 30, 2007. These financial
        statements are the responsibility of the Company’s management. Our
        responsibility is to express an opinion on these financial statements based
        on
        our audit.
 
 We
        conducted our audit in accordance with the standards of the Public Company
        Accounting Oversight Board (United States). Those standards require that
        we plan
        and perform the audit to obtain reasonable assurance about whether the financial
        statements are free of material misstatement. An audit includes examining,
        on a
        test basis, evidence supporting the amounts and disclosures in the financial
        statements. An audit also includes assessing the accounting principles used
        and
        significant estimates made by management, as well as evaluating the overall
        financial statement presentation. We believe that our audit provides a
        reasonable basis for our opinion.
 
 In
        our
        opinion, the financial statements referred to above present fairly in all
        material respects, the financial position of Nilam Resources, Inc. (an
        exploration stage company) as of April 30, 2007 and the results of its
        operations and its cash flows for year ended April 30, 2007, for the period
        from
        July 11, 2005 (inception) to April 30, 2006, and for the period from July
        11,
        2005 (inception) to April 30, 2007 in conformity with accounting principles
        generally accepted in the United States of America.
 
 The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 5 to the financial
        statements, the Company is in the exploration stage with no operations, an
        accumulated deficit of $78,672 from inception and has negative cash flows
        from
        operations of $47,973 from inception. These factors raise substantial doubt
        about its ability to continue as a going concern. Management’s plans concerning
        this matter are also described in Note 5. The accompanying financial statements
        do not include any adjustments that might result from the outcome of this
        uncertainty.
 
 
 
 WEBB
        & COMPANY, P.A.
 
 Boynton
        Beach, Florida
 July
        11,
        2007
  F-1
  **NILAM
        RESOURCES INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **BALANCE
        SHEET**
 **AS
        OF APRIL 30, 2007** ****
 **(STATED
        IN U.S. DOLLARS)**
  ASSETS**CURRENT
                  ASSETS**Cash
              
              $
              13,027Prepaid
              
              
              2,225TOTAL
                  ASSETS
              
              $
              15,252LIABILITIES
                  AND STOCKHOLDERS’ EQUITY**CURRENT
                  LIABILITIES**Accounts payable and accrued liabilities
              
              $
              2,924TOTAL LIABILITIES
              
              $
              2,924**STOCKHOLDERS’
                  EQUITY**Preferred stock, $0.001 par value, 1,000,000 shares authorized,
                  none
                  issued andoutstanding
              
              
              -Common stock, $0.001 par value, 345,000,000 shares authorized,
                  57,500,000
                  sharesissued
                  and outstanding
              
              
              57,500Additional paid in capital
              
              
              33,500Accumulated deficit during exploration stage
              
              
              (78,672
              )Total Stockholders’ Equity
              
              
              12,328**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ EQUITY**
              
              $
              15,252
 
 
 See
        accompanying notes to audited financial statements.
 F-2
  **NILAM
        RESOURCES INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **STATEMENT
        OF OPERATIONS**
 **((STATED
        IN U.S. DOLLARS)**
   For
                  the Year
                Ended
                April
                  30, 2007
              
              For
                  the Period From July 11, 2005
                (Inception)
                  to
                April
                  30, 2006
              
              For
                  the Period From July 11, 2005 (Inception) to
                April
                  30, 2007OPERATING
                  EXPENSESAccounting
                  and auditing fees
              
              $
              13,716
              
              $
              765
              
              $
              14,481Exploration
                  costs and expenses
              
              
              700
              
              
              9,500
              
              
              10,200General
                  and administrative
              
              
              36,677
              
              
              136
              
              
              36,813Listing
                  and filing fees
              
              
              4,610
              
              
              700
              
              
              5,310Legal
                  fees
              
              
              12,776
              
              
              -
              
              
              12,776Total
                  Operating Expenses
              
              
              68,479
              
              
              11,101
              
              
              79,580LOSS
                  FROM OPERATIONS
              
              
              (68,479
              )
              
              (11,101
              )
              
              (79,580
              )**OTHER
                  INCOME (EXPENSE)**Foreign
                  currency transaction gain
              
              
              -
              
              
              908
              
              
              908Total
                  Other Income
              
              
              -
              
              
              908
              
              
              908**NET
                  LOSS BEFORE PROVISION FOR INCOME TAXES**
              
              
              (68,479
              )
              
              (10,193
              )
              
              (78,672
              )**Provision
                  for Income Taxes**
              
              
              -
              
              
              -
              
              
              -NET
                  LOSS
              
              $
              (68,479
              )
              $
              (10,193
              )
              $
              (78,672
              )Net
                  loss per share - basic and diluted
              
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )Weighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              57,500,000
              
              
              6,433,447
              
              
              34,760,638
 
 
 See
        accompanying notes to audited financial statements.
 F-3
  **NILAM
        RESOURCES INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **STATEMENT
        OF STOCKHOLDERS’ EQUITY**
 **FOR
        THE PERIOD FROM JULY 11, 2005 (INCEPTION) TO APRIL 30,
        2007** ****
 **(AUDITED)**
 **(STATED
        IN U.S. DOLLARS)**
   AccumulatedPreferred
              
              
              
              
              
              Additional
              
              Deficit
                  DuringStock
              
              Common
                  Stock
              
              Paid-In
              
              ExplorationShares
              
              Amount
              
              Shares
              
              Amount
              
              Capital
              
              Stage
              
              TotalCommon
                  stock issued to founders for cash ($0.0002 per share)
              
              
              -
              
              $
              -
              
              
              30,000,000
              
              $
              30,000
              
              $
              (24,000
              )
              $
              -
              
              $
              6,000Common
                  stock issued for cash ($0.002 per share)
              
              
              -
              
              
              -
              
              
              27,500,000
              
              
              27,500
              
              
              27,500
              
              
              -
              
              
              55,000Net
                  loss for the period from July 11, 2005 (inception) to April 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 ended April 30, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (68,479
              )
              
              (68,479
              )**BALANCE,
                  APRIL 30, 2007**
              
              
              -
              
              $
              -
              
              
              57,500,000
              
              $
              57,500
              
              $
              33,500
              
              $
              (78,672
              )
              $
              12,328
 
 
 See
        accompanying notes to audited financial statements.
 F-4
  **NILAM
        RESOURCES INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **STATEMENTS
        OF CASH FLOWS**
 **(AUDITED)**
 **(STATED
        IN U.S. DOLLARS)**
  For
                  the Year
                Ended
                April
                  30, 2007
              
              For
                  the Period From
                July
                  11, 2005
                (Inception)
                  to
                April
                  30, 2006
              
              For
                  the Period From
                July
                  11, 2005
                (Inception)
                  to
                April
                  30, 2007CASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  loss for the period
              
              $
              (68,479
              )
              $
              (10,193
              )
              $
              (78,672
              )Adjustments
                  to reconcile net loss to net cash used in operating activities:In-kind
                  contribution of stock
              
              
              30,000
              
              
              -
              
              
              30,000Prepaid
              
              
              (2,225
              )
              
              -
              
              
              (2,225
              )Accounts
                  payable and accrued expenses
              
              
              (2,076
              )
              
              5,000
              
              
              2,924Net
                  Cash Used In Operating Activities
              
              
              (42,780
              )
              
              (5,193
              )
              
              (47,973
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Issuance
                  of common shares
              
              
              -
              
              
              61,000
              
              
              61,000Net
                  Cash Provided By Financing Activities
              
              
              -
              
              
              61,000
              
              
              61,000NET
                  INCREASE (DECREASE) IN CASH
              
              
              (42,780
              )
              
              55,807
              
              
              13,027CASH
                  AT BEGINNING OF PERIOD
              
              
              55,807
              
              
              -
              
              
              -CASH
                  AT END OF PERIOD
              
              $
              13,027
              
              $
              55,807
              
              $
              13,027**SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:**Cash
                  paid for interest
              
              $
              -
              
              $
              -
              
              $
              -Cash
                  paid for taxes
              
              $
              -
              
              $
              -
              
              $
              -
 
 
 See
        accompanying notes to audited financial statements.
 F-5
  **NILAM
        RESOURCES INC.**
 **(AN
        EXPLORATION STAGE COMPANY)**
 **NOTES
        TO FINANCIAL STATEMENTS**
 **(AUDITED)**
 **AS
        OF APRIL 30, 2007**
  NOTE
        1           SUMMARY OF
        SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
  ***(A)
        Organization***
  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.
  ***(B)
        Use of Estimates***
  In
        preparing financial statements in conformity with generally accepted accounting
        principles, management is required to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and
        expenses during the reported period. Actual results could differ from those
        estimates.
  ***(C)
        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.
  ***(D)
        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. As of
        April
        30, 2007, the Company had expensed $10,200 related to its mineral rights
        acquisition and exploration costs.
  ***(E)
        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.” As of April 30, 2007 and 2006, there were no common share
        equivalents outstanding.
 
 ***(F)
        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. As of
        April
        30, 2007, the Company has a net operating loss carryforward of approximately
        $48,672 available to offset future taxable income through 2027. The valuation
        allowance at April 30, 2007 was $16,548. The net change in the valuation
        allowance for the year ended April 30, 2007 was an increase of
        $13,083.
  F-6
  ***(G)
        Foreign Currency Translation*** ******
  In
        accordance with SFAS 52 "Foreign Currency Translation", the Company has
        determined that its functional currency is the United States Dollar. As of
        April
        30, 2007, 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.
  ***(H)
        Business Segments*** ******
  The
        Company operates in one segment and therefore segment information is not
        presented.
  ***(I)
        Recent Accounting Pronouncements***
  In
        July
        2006, the FASB issued Interpretation 48, *“Accounting
        for Uncertainty in Income Taxes”* (“FIN 48”), an interpretation of FASB Statement No. 109, *“Accounting
        for Income Taxes.”* FIN 48 clarifies the accounting and reporting for income taxes where
        interpretation of the law is uncertain. FIN 48 prescribes a comprehensive
        model for the financial statement recognition, measurement, presentation
        and
        disclosure of income tax uncertainties with respect to positions taken or
        expected to be taken in income tax returns. FIN 48 is effective for fiscal
        years beginning after December 15, 2006 and has no current applicability to
        the Company’s financial statements
 
 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.
  F-7
  NOTE
        2  MINERAL PROPERTY
  ***Lucky
        Strike Property***
  Pursuant
        to a mineral property purchase and sale agreement dated March 1, 2006, the
        Company acquired a 100% interest in the mineral rights at the Lucky Strike
        Property located in the Similkameen Mining Division, British Columbia, Canada
        for a purchase price of $3,000. The property has registered an anomalous
        copper-gold assay from a 6.56 foot chip sample and returned 0.823% cooper
        and
        0.46g/ton gold. The Company incurred $10,200 of exploration expenditures
        as of
        April 30, 2007.
 
 NOTE
        3  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 15,000,000 shares of the Company’s common stock. The shares
        were valued for financial statements purpose at a recent price of $0.002
        per
        share or $30,000.
  NOTE
        4  CONCENTRATION OF CREDIT RISK
  Cash
        includes deposits at Canadian financial institutions in US currency which
        is not
        covered by either the US FDIC limits or the Canadian CDI limits and therefore
        the entire cash balance of $13,027 is uninsured. The Company has placed its
        cash
        in a high credit quality financial institution.
  NOTE
        5  GOING CONCERN
  These
        financial statements have been prepared on a going concern basis. The Company
        is
        in the exploration stage with no operations, an accumulated deficit of $78,672
        from inception and has negative cash flows from operations of $47,973 from
        inception , raising substantial doubt about the Company’s ability to continue as
        a going concern. Its ability to continue as a going concern is dependent
        upon
        the ability of the Company to generate profitable operations in the future
        and/or to obtain the necessary financing to meet its obligations and repay
        its
        liabilities arising from normal business operations when they come due. These
        financial statements do not include any adjustments to the amounts and
        classification of assets and liabilities that may be necessary should the
        Company be unable to continue as a going concern. The Company anticipates
        that
        additional funding will be in the form of equity financing from the sale
        of
        common stock. The Company may also seek to obtain short-term loans from the
        directors of the Company. There are no current arrangements in place for
        equity
        funding or short-term loans.
  F-8
  **ITEM
        8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
        DISCLOSURE**
 
 **ITEM
        8A. CONTROLS AND PROCEDURES**
 
 The
        Company's Chief Executive Officer/President and its chief financial
        officer/principal accounting officer (collectively, the "Certifying Officers")
        are responsible for establishing and maintaining disclosure controls and
        procedures for the Company. Such officers have concluded (based upon their
        evaluation of these controls and procedures as a date within 90 days of the
        filing of this report) 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 Officers also have
        indicated that there were no changes in the Company 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.
 
 **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, 2007 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.
 
 ***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 commercially minable deposits and have to be expensed.
 
 ***Long-Lived
        Assets***
 The
        Company accounts for long-lived assets under the Statements of Financial
        Accounting Standards Nos. 142 and 144 A Accounting
        for Goodwill and Other Intangible Assets @ and A Accounting
        for Impairment or Disposal of Long-Lived Assets @ ( A SFAS
        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.
 
 ***Foreign
        Currency Translation***
 In
        accordance with SFAS 52 "Foreign Currency Translation", the Company has
        determined that its functional currency is the United States Dollar. The
        Company
        recorded a transaction loss from the settlement of subscriptions receivable
        received in Canadian Dollars. The loss was determined at the exchange rates
        on the date of settlement
 
 **RECENT
        ACCOUNTING PRONOUNCEMENTS**
 
 In
        July
        2006, the FASB issued Interpretation 48, *“Accounting
        for Uncertainty in Income Taxes”* (“FIN 48”), an interpretation of FASB Statement No. 109, *“Accounting
        for Income Taxes.”* FIN 48 clarifies the accounting and reporting for income taxes where
        interpretation of the law is uncertain. FIN 48 prescribes a comprehensive
        model for the financial statement recognition, measurement, presentation
        and
        disclosure of income tax uncertainties with respect to positions taken or
        expected to be taken in income tax returns. FIN 48 is effective for fiscal
        years beginning after December 15, 2006 and has no current applicability to
        the Company’s financial statements
  10
  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, 2007, Mr. Karamjit Gill resigned as the Chief Executive
        Officer, President and director of the Company and Mr. Sarvrinder Pabla resigned
        as a Director of the Company as described in the Company’s Form 8-K filing of
        February 8, 2007. There have been no disagreements between the Company and
        Mr.
        Gill or Mr. Pabla regarding the Company’s operations, policies or practices. In
        April 2007, Mr. Michael Sklavenitis resigned as the Chief Executive Officer,
        President, and a director of the Company, and there have been no disagreements
        between the Company and Mr. Sklavenitis regarding the Company's operations,
        policies or practices.
  11
  **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
              
              PositionSandy
                  Sandhu
              
              25
              
              Chief
                  Executive Officer, President, Treasurer, Secretary and Chairman
                  of the
                  Board of Directors
 
 **Sandy
        Sandhu** was
        elected to the Board of Directors of the Company by the Company’s shareholders
        effective April 21, 2007. The Board of Directors of the Company then appointed
        Sandy Sandhu as Chief Executive Officer, President, Treasurer, Secretary,
        and
        Chairman of the Board of Directors to fill the vacancy created by the
        resignation of Mr. Michael Sklavenitis. Ms. Sandhu was previously employed
        with
        CIBC Visa Center, Holt Renfrew and Biotherm. Ms. Sandhu is a graduate of
        the
        Blanche Macdonald Center for Applied Design, and is proficient in the English,
        Punjabi, and Hindi languages.
  During
        February 2007, Mr. Karamjit Gill resigned as the Chief Executive Officer,
        President, and a director of the Company; and Mr. Sarvrinder Pabla resigned
        as a
        director of the Company. Effective April 21, 2007, Michael Sklavenitis resigned
        as the Chief Executive Officer, President, Treasurer, and a director of the
        Company.
  **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 officer and director
        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.
 12
 **Code
        of Ethics**
 
 The
        Company does not have a code of ethics for our principal executive and financial
        officers. The Company's management intends to promote honest and ethical
        conduct, full and fair disclosure in our reports to the SEC, and compliance
        with
        applicable governmental laws and regulations.
 
 **Section
        16(a) Beneficial Ownership Reporting Compliance**
 
 Under
        Section 16(a) of the Exchange Act, all executive officers, directors, and
        each
        person who is the beneficial owner of more than 10% of the common stock of
        a
        company that files reports pursuant to Section 12 of the Exchange Act of
        1934,
        are required to report the ownership of such common stock, options, and stock
        appreciation rights (other than certain cash only rights) and any changes
        in
        that ownership with the Securities and Exchange Commission. The Company has
        not
        registered as a public company under Section 12 of the Securities Exchange
        Act
        of 1934, and therefore no reports have been filed under Section 16(a)
        thereunder.
 
 **ITEM
        10. EXECUTIVE COMPENSATION**
  The
        officers and directors of the Company have not received a salary or other
        compensation from the Company. The Company has no agreement or understanding,
        express or implied, with any officer, director, or principal stockholder,
        or
        their affiliates or associates, regarding employment with the Company or
        compensation for services. 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 issuance to such persons of
        any
        shares of the Company's authorized and unissued common stock.
 
 All
        executive officers, for services in all capacities to the Company, received
        no
        compensation during the fiscal years ended April 30, 2007 and 2006.
 
 **Summary
        Compensation Table**
 
 Name
                  and Principal Position
              Year
              Salary
              Bonus
              Other
                  Annual
                Compensation
              Restricted
                Stock
                  Awards
              Securities
                Underlying
                  Options
              LTIP
                  Payouts
              OtherSandy
                  Sandhu
                Chief
                  Executive Officer, President, Treasurer, Secrectary, and Chairman
                  of the
                  Board of Directors
              2007
                
                2006
              $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
                
                $0
 
  13
  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 fiscal year ended April 30, 2007, the Company did not retain any
        consultants and paid no consultant fees.
 
 **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, 2007, and
        by
        the officers and directors of the Comapny, individually and as a group. Except
        as otherwise indicated, all shares are owned directly.
  **Amount
                  of****Title
                  of Class**
              **Name
                  and address of beneficial owner**
              **beneficial**
              **Percent
                  of****ownership**
              **class**Common
                  Stock
              Michael
                  Sklavenitis (1)
                55
                    Brinkley Drive
                  Brampton,
                    ON L7A1G6
                  Canada
              15,000,000
                shares
                  (1)
              26.1%Common
                  Stock
              Karamjit
                  Gill
                #102-2
                  Automatic Road
                Brampton,
                  Ontario L65 6K8
              15,000,000
                shares
              26.1%Common
                  Stock
              Erskine
                  Management, Inc.
                Suite
                  538, 2 Old Brompton Rd.
                London,
                  SW73DQ
                United
                  Kingdom
              3,000,000
                shares
              5.2%Common
                  Stock
              Officers
                  and directors as a group (2)
              15,000,000
                shares
                  (2)
              26.1%
 (1)
              On
                    April 19, 2007, Mr. Sklavenitis transferred ownership of 15,000,000
                    shares
                    of his Common Stock, which comprised all of Mr. Sklavenitis'
                    ownership of
                    stock and interest of the Company, to Sandy Sandhu, 42 Camden
                    Street,
                    Suite 503, Toronto, Ontario M5V 1V1 Canada.  As a result of such
                    transfer, Mr. Sklavenitis owned no common stock or any other
                    stock or
                    interest in the Company, and Sandy Sandhu owned 15,000,000 shares
                    of
                    Common Stock, comprising of 26.1% of the class of common stock
                    of the
                    Company, at fiscal year ended April 30,
                    2007.
 (2)
              The
                    Company currently has only one officer and director, Sandy
                    Sandhu.
  The
        percent of class is based on 57,500,000 shares of common stock issued and
        outstanding as of April 30, 2007.
  14
  **ITEM
        12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**
 
 On
        February 28, 2006, the Company completed an offering of 30,000,000 shares
        of our
        common stock for services. In this offering, the Company issued 15,000,000
        shares of our common stock to Mr. Karamjit Gill, the Company’s President at that
        time, and 15,000,000 shares to Mr. Michael Sklavenitis, the Company’s Chief
        Financial Officer at that time. Mr. Sklavenitis, upon his subsequent resignation
        from the Company, transferred his 15,000,000 shares to Ms. Sandy Sandhu,
        the
        Company’s current Chief Executive Officer, President, Treasurer, and
        Secretary.
 
 
 **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 Incorporation3.3
              
              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.
 
 10.1
              
              Progress
                  Report of Phase I by James W. McLeod10.2
              
              Mineral
                  Property Acquisition dated March 1, 2006, Exhibit 10.1 to the Form
                  SB-2
                  registration statement of the Company [File No. 333-129864] filed
                  on July
                  24, 2006, is incorporated herein by
                  reference.
 
 31
              
              Certification
                  of Sandy Sandhu.
 
 32
              
              Certification
                  of Sandy Sandhu.
 
  **ITEM
        14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**
 
 The
        aggregate fees billed by Webb & Company, P.A., our independent registered
        public accounting firm, for the fees billed for the fiscal years ended April
        30,
        2007, and 2006, are as follows:
 
 Name
              
              Accounting
                  and Audit Fees
              
              Audit
                  Related Fees
              
              Tax
                  Fees
              
              All
                  Other FeesFor
                  fiscal year endedApril
                  30, 2007
              
              $
              10,906
              
              $
              0
              
              $
              0
              
              $
              0April
                  30, 2006*
              
              $
              6,853
              
              $
              0
              
              $
              0
              
              $
              0
 
 *
              The
                  fiscal year ended April 30, 2006, consists of the period of July
                  11, 2005
                  (the date of inception) through April 30,
                  2006
 
 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.
  15
  **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: 
        July 30, 2007
 
 /s/
        Sandy
        Sandhu
 Chief
        Executive Officer, President, Treasurer, and Secretary
  16
  **INDEX
        OF EXHIBITS ATTACHED**
 
 ExhibitNumber
              
              Description3.2
              
              Certificate
                of
                Amendment to Articles of Incorporatioin10.1
              
              Progress
                  Report of Phase I by James W. McLeod31
              
              Certification
                  of Sandy Sandhu32
              
              Certification
                  of Sandy Sandhu