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

Mark One
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the fiscal year ended February 28, 2010

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

    For the transition period from ____________ to ____________

                        Commission file number 333-155789

                             Deer Bay Resources Inc.

                                     Nevada
         (State or other jurisdiction of incorporation or organization)

       #407-2366 Wall Street, Vancouver, British Columbia, Canada V5L 4Y1
          (Address of Principal Executive Offices, including zip code)

Securities registered pursuant                    Securities registered pursuant
 to Section 12(b) of the Act:                      to Section 12(g) of the Act:
 ----------------------------                      ----------------------------
           None                                           Common Stock

Indicate by check mark if the  registrant is a well-known  seasoned  issuer,  as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes [ X] No [ ]

Indicate by check mark whether the  registrant(1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained,  to the best of registrant's knowledge, in definitive proxy or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ ]

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

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

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 the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was last sold, or the average bid and asked price of such common equity, as of
May 18, 2010: $nil.
<PAGE>
                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
                                     PART I

Item 1.  Business.                                                             3
Item 1A. Risk Factors.                                                         5
Item 1B. Unresolved Staff Comments.                                           11
Item 2.  Properties.                                                          11
Item 3.  Legal Proceedings.                                                   11
Item 4.  Submission of Matters to a Vote of Security Holders.                 12

                                     PART II
Item 5   Market Price for the Registrant's Common Equity, Related
         Stockholders Matters and Issuer Purchases of Equity Securities.      12
Item 6.  Selected Financial Data.                                             13
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operation.                                            13
Item 8.  Financial Statements and Supplementary Data.                         19
Item 9.  Changes in and Disagreements With Accountants on Accounting
         and Financial Disclosure.                                            32
Item 9A. Evaluation of Disclosure Controls and Procedures.                    32
Item 9B. Other Information.                                                   33

                                    PART III

Item 10. Directors and Executive Officers, Promoters and Corporate
         Governance.                                                          34
Item 11. Executive Compensation.                                              36
Item 12. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters.                                     37
Item 13. Certain Relationships and Related Transactions, and Director
         Independence.                                                        39
Item 14. Principal Accounting Fees and Services.                              39

                                     PART IV

Item 15. Exhibits and Financial Statement Schedules.                          40

                                       2
<PAGE>
                                     PART I

ITEM 1. BUSINESS

MINERAL CLAIMS

Since inception, we were an exploration stage company engaged in the acquisition
and exploration of mineral  properties in Canada.  On April 26, 2005, we entered
into a mineral  property  purchase  agreement  to acquire a 100%  interest  in a
mineral  claim  located  in the  Scadding  Township,  Sudbury  Mining  Division,
Ontario,  Canada for total consideration of $7,500. This claim expired. On March
18, 2008, we entered into a mineral  property  purchase  agreement with Laurence
Stephenson (the "Stephenson  Agreement") to acquire a 100% interest in a mineral
claim  known  as the Emmy  Claim  located  in the  Emory  Creek  area of the New
Westminster  Mining Division,  British  Columbia,  Canada (the "British Columbia
Claim"). This claim expired on January 25, 2010 and was re-staked on February 4,
2010 by Teuton Resources Corp. ("Teuton"). The Company entered into a Letter and
Trust  Agreement  with Teuton dated  February 4, 2010 and paid Teuton Cnd$500 to
hold the re-staked  Emmy Claim in trust for the Company.  As of the date of this
Prospectus the Emmy Claim is in good standing until February 4, 2011. In 2008 we
paid $5,000 to a geologist  for  analysis of the  property  underlying  our Emmy
Claim and paid a further $ to update this analysis to a current date.

We have obtained an updated  geological  report on the property  underlying  our
Emmy Claim.  The geology report was  originally  prepared and dated June 5, 2008
and was updated on February 10, 2010. The updated geology report recommends that
a Phase I program of geological mapping,  sampling and prospecting be undertaken
to  further  define  areas  of  potential  interest.  The  first  priority  is a
comprehensive  review of reports  and maps  pertaining  to all past  exploration
work, including surface surveys, drilling, trenching and underground exploration
followed by a field  examination  of the subject area. The review should include
preparation of compilations of all available maps and sections pertaining to the
property  adjusted to common scales to permit accurate  comparisons of data from
different  projects.  The  geophysical  data,  in particular  the  chargeability
surveys  previously  carried our, should be  professionally  re-evaluated and an
effort should be made to re-locate the survey grids.  Their positions along with
those of all  known  mineral  occurrences,  trenches,  drill  holes,  adits  and
geographical  features  should be established  with the aid of GPS  instruments.
Completion  of this phase is expected  to identify  gaps in data and areas where
additional  effort is needed and to permit design of an  appropriate  program of
additional work.

The nature and extent of any follow-up work will be contingent on the results of
the  review  but it is  recommended  that  provision  be made for a  preliminary
program of  geological  mapping,  fill-in soil  sampling and possibly  trenching
particularly in the areas of the chargeability  anomalies.  Consideration should
be given to the  application of mobile metal ion  geochemistry as an approach to
overcoming apparent difficulties with heavy overburden in parts of the property.

An estimate of the cost of the proposed initial review and field  examination is
$10,000 along with an additional $25,000 of further geological  investigation in
order to complete  Phase II.  Provision  of an  additional  budget of $50,000 is
recommended  for the  contingent  exploration  work that  would be  required  to
complete the follow-up surveys.

EXPLORATION STAGE COMPANY

We are considered an exploration  or  exploratory  stage company  because we are
involved  in the  examination  and  investigation  of land that we  believe  may
contain  minerals for the purpose of discovering  the presence of such minerals,
if any, and its extent.  There is no assurance that commercially viable minerals
exist on the property underlying our British Columbia Claim, and a great deal of
further  exploration  will  be  required  before  a final  evaluation  as to the
economic and legal  feasibility  for our future  exploration is  determined.  To
date, we have not  discovered  an  economically  viable  reserve on the property
underlying our interests, and there is no assurance that we will discover one.

PROPERTY DESCRIPTION

The property consists of one mineral claim  representing 320 units listed in the
table below:

     Claim Number and Name           Area (in hectares)        Expiry Date
     ---------------------           ------------------        -----------
         #705501 Emmy                      418               February 4, 2011

The  Pacific  Nickel  Mine  located  in  Southwestern  BC near  Hope  was a very
significant  producer of copper and nickel from an ultramafic intrusive geologic
environment.  As one of the largest  Canadian sources of these metals outside of

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Sudbury,  Ontario and Thompson,  Manitoba,  the lack of exploration in this area
makes  it a  unique  underdeveloped  mineral  belt  that  requires  a  concerted
exploration program that should include geological mapping;  silt, soil and rock
sampling,  thin section analysis,  and airborne  geophysics  followed by diamond
drilling.

The  Emory  Creek  Claim is  located  5  kilometers  north of the mine  area and
approximately 11 kilometers north of Hope B.C. on Map Sheet M092H053.

There is tremendous  similarity  and  coincident  features in the rock types and
geophysical  imprint between the geology of the Pacific Nickel Mine area and the
ultramafic  belt extending to the northwest and southwest from it. It is evident
from the public and  private  record  that this belt has not been  subjected  to
detailed  recent  exploration  until  now with  numerous  exploration  companies
initiating  large scale programs.  Research into the mine area has provided some
excellent exploration features that should be looked for on the unexplored area.

EXPLORATION PROGRAM

We will engage a geologist  to provide a further  analysis of the  property  and
potential  for  minerals.  Our initial  program will be to prospect the property
locating all signs of unreported  previous work and record the results by global
positioning  system (GPS)  coordinates.  After all previous work areas have been
accurately located; a geologist can rapidly produce a detailed geological map of
the property delineating the favorable areas. Samples will be collected from all
exposure of the formation and analyses performed.

The requirement to raise further  funding for  exploration  beyond that obtained
for the next six month period  continues to depend on the outcome of  geological
and  engineering  testing  occurring over this interval.  If results provide the
basis to continue development and geological studies indicate high probabilities
of sufficient production quantities, we will attempt to raise capital to further
our  mining  program,  build  production  infrastructure,  and raise  additional
capital for further land acquisitions. This includes the following activity:

     *    Review all available information and studies.
     *    Digitize all available factual information.
     *    Complete an NI 43-101  Compliant  Report  with a  qualified  geologist
          familiar with mineralization.
     *    Determine  feasibility  and amenability of extracting the minerals via
          an ISL operation.
     *    Create investor communications materials, corporate identity.
     *    Raise funding for mineral development.
     *    Target  further  claims for  exploration  potential and obtain further
          funding to acquire new exploration targets.

COMPETITION

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

MINERAL EXPLORATION REGULATION

Our mineral exploration activities are, or will be, subject to extensive foreign
laws and regulations governing prospecting,  development,  production,  exports,
taxes,  labor standards,  occupational  health,  waste disposal,  protection and
remediation of the environment,  protection of endangered and protected species,
mine safety,  toxic  substances and other matters.  Mineral  exploration is also

                                       4
<PAGE>
subject to risks and  liabilities  associated  with pollution of the environment
and disposal of waste products occurring as a result of mineral  exploration and
production.  Compliance with these laws and  regulations may impose  substantial
costs on us and will subject us to significant potential liabilities. Changes in
these  regulations  could require us to expend  significant  resources to comply
with new laws or regulations or changes to current requirements and could have a
material adverse effect on our business operations.

Exploration  and  production  activities  are  subject to certain  environmental
regulations  which may prevent or delay the  commencement  or continuance of our
operations.  Our activities may be subject to certain  federal,  state and local
laws and regulations,  relating to environmental  quality and pollution control.
Such laws and regulations increase the costs of these activities and may prevent
or delay the commencement or continuance of a given  operation.  Compliance with
these laws and  regulations  does not appear to have a future material effect on
our operations or financial condition to date.  Specifically,  we may be subject
to legislation  regarding  emissions into the environment,  water discharges and
storage and disposition of hazardous wastes. However, such laws and regulations,
whether national or local,  are frequently  changed and we are unable to predict
the ultimate cost of compliance.  Generally,  environmental  requirements do not
appear to affect us any  differently  or to any  greater or lesser  extent  than
other companies in the industry and our current  operations have not expanded to
a  point  where  either  compliance  or cost of  compliance  with  environmental
regulation is a  significant  issue for us. Costs have not been incurred to date
with  respect  to  compliance  with  environmental  laws but such  costs  may be
expected to increase with an increase in scale and scope of exploration.

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

EMPLOYEES

As of the date of this  Prospectus we have no significant  employees  other than
Garry E. Wong,  our sole officer and director.  We intend to retain  independent
geologists  and  consultants on a contract basis to conduct the work programs on
the  property  underlying  our  interests  in  order  to  carry  out our plan of
operations.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have  not  incurred  any  research  or  development  expenditures  since  our
incorporation.

SUBSIDIARIES

We do not have any subsidiaries.

PATENTS AND TRADEMARKS

We do not own, either legally or beneficially, any patent or trademark.

ITEM 1A. RISK FACTORS

An  investment  in our common stock  involves a high degree of risk.  You should
carefully  consider the risks described below and the other  information in this
prospectus  before  investing  in our  shares  of  common  stock.  If any of the
following risks occur, our business,  operating results and financial  condition
could be seriously harmed.  The risks and uncertainties  described below are not
the only ones we face. Additional risks and uncertainties,  including those that

                                       5
<PAGE>
we do not know about or that we currently  deem  immaterial,  also may adversely
affect our business.  The trading price of our shares of common stock,  when and
if we trade at a later date,  could  decline due to any of these risks,  and you
may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

WE WILL NEED TO SECURE ADDITIONAL FINANCING TO COMPLETE FURTHER EXPLORATION.

We were  incorporated  on  August  25,  2004,  and to date  have  been  involved
primarily  in  organizational  activities,   evaluating  resource  projects  and
acquiring  certain mineral claims located in Canada.  Therefore,  our ability to
operate our business  successfully  remains  untested.  If we are  successful in
developing the property  underlying our mineral  claims,  we anticipate  that we
will retain  future  earnings,  if any, and other cash  resources for the future
operation and  development of our business as  appropriate.  We do not currently
anticipate  declaring or paying any cash  dividends in the  foreseeable  future.
Payment  of any future  dividends  is solely at the  discretion  of our Board of
Directors,  which will take into account many factors  including  our  operating
results,  financial  condition and anticipated cash needs. For these reasons, we
may never achieve profitability or pay dividends.

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

Our  mineral   property  does  not  contain  reserves  in  accordance  with  the
definitions adopted by the Securities and Exchange  Commission,  and there is no
assurance  that  any  exploration  program  that  we  undertake  will  establish
reserves.  Our mineral  property is in the  exploration  stage as opposed to the
development  stage and has no known body of economic  mineralization.  The known
mineralization  of this mineral  property has not yet been  determined,  and may
never be  determined  to be  economic.  We plan to conduct  further  exploration
activities on our mineral  property,  which future  exploration  may include the
completion  of  feasibility  studies  necessary to evaluate  whether  commercial
mineable mineral exists on our property.  There is a substantial risk that these
exploration   activities   will  not  result  in  discoveries  of   commercially
recoverable  quantities of mineral. Any determination that our property contains
commercially  recoverable  quantities  of minerals may not be reached until such
time that final  comprehensive  feasibility  studies  have been  concluded  that
establish  that  a  potential  mine  is  likely  to be  economical.  There  is a
substantial risk that any preliminary or final  feasibility  studies carried out
by us will not result in a positive  determination that our mineral property can
be commercially developed.

WE DO NOT HAVE  SUFFICIENT  FINANCIAL  RESOURCES  TO  COMPLETE  OUR  RECOMMENDED
EXPLORATION PROGRAM AND TO CONTINUE OPERATIONS BEYOND THE NEXT TWELVE MONTHS.

We have incurred a comprehensive  loss of $57,110 for the period from August 25,
2004  (inception)  to February  28,  2010,  and we have no revenues to date.  At
February 28, 2010, we had cash of $96 and a working  capital deficit of $13,404,
which is not  sufficient  to maintain  our  administrative  costs or to commence
phase one of the exploration  program  recommended by our consulting  geologist,
and to meet our  planned  business  objectives  during the next  twelve  months.
Management recognizes that we need to generate additional financial resources in
order to complete our planned  business  objectives  and to meet  administrative
costs as they come due over the next twelve  months.  If we are unable to obtain

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adequate additional financing,  we will be prevented from engaging in operations
and exploration activities and our business will fail.

BECAUSE OF THE SPECULATIVE NATURE OF EXPLORATION OF MINING PROPERTIES,  THERE IS
SUBSTANTIAL RISK THAT NO COMMERCIALLY  EXPLOITABLE MINERALS WILL BE FOUND ON THE
PROPERTY UNDERLYING OUR MINERAL CLAIMS AND THAT OUR BUSINESS WILL FAIL.

We have not begun the recommended exploration program on the property underlying
our mineral claim and thus have no way to evaluate the  likelihood  that we will
be successful in establishing  commercially  exploitable reserves of minerals on
the property.  You should be aware of the difficulties  normally  encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The search for valuable minerals as a business is extremely risky.
We may not find  commercially  exploitable  reserves of minerals on the property
underlying our mineral claims. Exploration for minerals is a speculative venture
necessarily involving substantial risk. The expenditures to be made by us on our
exploration program may not result in the discovery of commercial  quantities of
minerals. The likelihood of success must be considered in light of the problems,
expenses, difficulties,  complications and delays encountered in connection with
the  exploration  of the property  underlying  our mineral claim that we plan to
undertake.  Problems such as unusual or unexpected formations,  the inability to
obtain  suitable or adequate  machinery,  equipment  or labour,  and other risks
involved  in  mineral  exploration,  often  result in  unsuccessful  exploration
efforts.  In such a case,  we would be unable to complete our business  plan. In
addition,  any  determination  that the property  underlying  our mineral  claim
contains  commercially  recoverable  quantities  of minerals  may not be reached
until such time that final comprehensive feasibility studies have been concluded
that establish that a potential mine is likely to be economically  viable. There
is a substantial risk that any preliminary or final feasibility  studies carried
out by us  will  not  result  in a  positive  determination  that  the  property
underlying our mineral claim can be commercially developed.

AS  PART OF OUR  GROWTH  STRATEGY,  WE  INTEND  TO  ACQUIRE  ADDITIONAL  MINERAL
EXPLORATION PROPERTIES.

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

WE ARE  RELATIVELY A NEW ENTRANT INTO THE MINERAL  EXPLORATION  AND  DEVELOPMENT
INDUSTRY WITHOUT PROFITABLE OPERATING HISTORY.

Since inception,  our activities have been limited to organizational efforts and
obtaining  working  capital.  It has only  been  since  2005  that our  business
operations  and focus is on acquiring  and  developing a very limited  number of
properties.  As a result,  there is limited information  regarding production or
revenue  generation.  As a result,  our  future  revenues  may be  limited.  The
business of mineral  exploration and development is subject to many risks and if
mineral is found in economic production quantities,  the potential profitability
of future possible mining ventures depends upon factors beyond our control.  The
potential  profitability of mining mineral properties if economic  quantities of
mineral is found is  dependent  upon many  factors and risks beyond our control,
including, but not limited to: (i) unanticipated ground and water conditions and
adverse claims to water rights;  (ii) geological  problems;  (iii) metallurgical
and other  processing  problems;  (iv) the  occurrence  of  unusual  weather  or
operating  conditions  and other force majeure  events;  (v) lower than expected
grades of mineral; (vi) accidents;  (vii) delays in the receipt of or failure to
receive necessary  government  permits;  (viii) delays in  transportation;  (ix)
labor disputes; (x) government permit restrictions and regulation  restrictions;
(xi)  unavailability  of  materials  and  equipment;  and (xii) the  failure  of
equipment  or  processes  to  operate  in  accordance  with   specifications  or
expectations.

THE RISKS ASSOCIATED WITH EXPLORATION AND DEVELOPMENT AND, IF APPLICABLE, MINING
COULD CAUSE PERSONAL INJURY OR DEATH,  ENVIRONMENTAL  DAMAGE,  DELAYS IN MINING,
MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

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

MINERAL PRICES MAY NOT SUPPORT CORPORATE PROFIT.

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

OUR EXPLORATION ACTIVITIES MAY NOT BE COMMERCIALLY SUCCESSFUL,  WHICH COULD LEAD
US TO ABANDON OUR INVESTMENTS IN EXPLORATION.

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

AS WE UNDERTAKE  EXPLORATION OF THE PROPERTY  UNDERLYING OUR MINERAL CLAIMS,  WE
WILL BE SUBJECT TO COMPLIANCE WITH  GOVERNMENT  REGULATION THAT MAY INCREASE THE
ANTICIPATED TIME AND COST OF OUR EXPLORATION PROGRAM.

There  are  several  governmental   regulations  that  materially  restrict  the
exploration of minerals.  We will be subject to the mining laws and  regulations
of British Columbia as we carry out our exploration  program. We may be required
to obtain work permits, post bonds and perform remediation work for any physical
disturbance  to the land in order to comply  with these  regulations.  While our
planned exploration program budgets for regulatory  compliance,  there is a risk
that new  regulations  could  increase our time and costs of doing  business and
prevent us from carrying out our exploration program.

IF THERE IS A DEFECT WITH RESPECT TO TITLE OF OUR MINERAL  CLAIMS,  OUR BUSINESS
MAY FAIL.

We own a mineral claim in British Columbia,  Canada. The mining claim located in
Ontario, Canada expired.  Although we believe that we have taken all appropriate
steps to determine that we have title to this claim,  there is no guarantee that
there are no defects with respect to title of the mineral  claims.  The property
may be subject to prior  unregistered  agreements  or  transfers  or native land
claims, and title may be affected by undetected defects. If we do not have clear
title to our mineral claims,  our business may fail and you may lose your entire
investment in our common stock.

IF WE ARE UNABLE TO MAINTAIN OUR MINERAL CLAIMS, THEN OUR BUSINESS WILL FAIL.

We own a mineral claim in British Columbia,  Canada.  British Columbia's Mineral
Tenure Act requires that a holder of title to mineral claims must spend at least
CDN$0.40 per hectare per year (in the form of  expenditures  or payment of a fee
in lieu  thereof) in order to keep claims in good  standing.  Our mineral  claim
covers a total area of  approximately  418  hectares.  Thus,  the annual cost of
compliance  with the Mineral  Tenure Act with  respect to our  mineral  claim is
currently  approximately  CDN $167 per year.  The claim is in good standing with
the Province of British Columbia. As such, exploration work with a minimum value
of  approximately  CDN $167 (or  payment of a fee in lieu  thereof)  is required

                                       8
<PAGE>
before  February 4, 2011 in order to maintain the claim in good  standing for an
additional  year. If we fail to meet these  requirements on a timely basis,  our
mineral  claim  will  lapse.  Accordingly,  you  could  lose all or part of your
investment in our common stock.

WE ARE SUBJECT TO RISKS  INHERENT IN THE MINING  INDUSTRY,  AND AT PRESENT WE DO
NOT HAVE ANY  INSURANCE  AGAINST  SUCH  RISKS.  ANY LOSSES WE MAY INCUR THAT ARE
ASSOCIATED  WITH SUCH RISKS MAY CAUSE US TO INCUR  SUBSTANTIAL  COSTS WHICH WILL
HAVE A MATERIAL ADVERSE EFFECT UPON OUR RESULTS OF OPERATIONS.

Any mining  operations  that we may  undertake  in the future will be subject to
risks normally encountered in the mining business.  Mining for valuable minerals
is generally subject to a number of risks and hazards,  including  environmental
hazards,  industrial accidents, labor disputes, unusual or unexpected geological
conditions,  pressures,  cave-ins,  changes in the  regulatory  environment  and
natural phenomena such as inclement weather  conditions,  floods,  blizzards and
earthquakes.  At the present we do not intend to obtain  insurance  coverage and
even  if we  were  to do  so,  such  insurance  may  not be  available  to us at
economically feasible premiums or at all. Insurance coverage may not continue to
be available or may not be adequate to cover any resulting liability.  Moreover,
insurance  against risks such as  environmental  pollution or other hazards as a
result of exploration and production is not generally  available to companies in
the  mining  industry  on  acceptable  terms.  We might also  become  subject to
liability for  pollution or other  hazards  which may not be insured  against or
which we may elect not to  insure  against  because  of  premium  costs or other
reasons.  Losses from these events may cause us to incur  significant costs that
could have a material adverse effect upon our financial  performance and results
of operations.  Such costs could potentially exceed our asset value and cause us
to liquidate all of our assets,  resulting in the loss of your entire investment
in our common stock.

IF WE DO NOT FIND A JOINT VENTURE  PARTICIPANT FOR THE CONTINUED  EXPLORATION OF
THE PROPERTY  UNDERLYING  OUR MINERAL  CLAIM,  WE MAY NOT BE ABLE TO ADVANCE THE
EXPLORATION WORK.

If the initial results of our mineral exploration program are successful, we may
try to enter into a joint venture  agreement  with a third party for the further
exploration  and  possible  production  of the property  underlying  our mineral
claim. We would face competition from other junior mineral resource  exploration
companies  if we attempt to enter into a joint  venture  agreement  with a third
party. A prospective  joint venture  participant could have a limited ability to
enter into joint venture agreements with junior exploration companies,  and will
seek the junior  exploration  companies who have the properties that it deems to
be the most  attractive  in terms of potential  return and  investment  cost. In
addition, if we entered into a joint venture agreement, we would likely assign a
percentage   of  our  interest  in  our  mineral  claim  to  the  joint  venture
participant.  If we are unable to enter into a joint  venture  agreement  with a
third party, we may fail and you will lose your entire  investment in our common
stock.

BECAUSE OF THE FIERCELY  COMPETITIVE  NATURE OF THE MINING  INDUSTRY,  WE MAY BE
UNABLE TO MAINTAIN OR ACQUIRE  ATTRACTIVE MINING PROPERTIES ON ACCEPTABLE TERMS,
WHICH WILL MATERIALLY AFFECT OUR FINANCIAL CONDITION.

The  mining  industry  is  competitive  in all of its  phases.  We  face  strong
competition  from other mining  companies in connection  with the acquisition of
properties producing, or capable of producing, precious and base metals. Many of
these companies have greater  financial  resources,  operational  experience and
technical  capabilities.  As a result of this  competition,  we may be unable to
maintain or acquire attractive mining properties on terms we consider acceptable
or at all. Consequently,  our revenues, operations and financial condition could
be materially adversely affected.

WE RELY ON KEY MEMBERS OF  MANAGEMENT,  THE LOSS OF WHOSE  SERVICES WOULD HAVE A
MATERIAL ADVERSE EFFECT ON OUR SUCCESS AND DEVELOPMENT.

Our success depends to a certain degree upon Garry E. Wong, our sole officer and
director.  Garry E. Wong is a significant factor in our growth and success.  The
loss of the service of Mr. Wong could have a material adverse effect on us.

BECAUSE OUR SOLE  OFFICER HAS OTHER  BUSINESS  INTERESTS,  HE MAY NOT BE ABLE OR
WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATION, CAUSING
OUR BUSINESS TO FAIL.

Our sole officer,  Garry E. Wong, who serves as our President,  Chief  Executive
Officer,  Chief  Financial  Officer,  Secretary,  Treasurer,  and  as  our  sole
director,  is spending only  approximately 20% of his business time on providing
management  services to us. While we believe that Mr. Wong  presently  possesses
adequate time to attend to our interests, it is possible that the demands on him
from his other  obligations  could  increase  with the  result  that he would no

                                       9
<PAGE>
longer be able to devote sufficient time to the management of our business. This
could negatively impact our business development.

NEVADA LAW AND OUR  ARTICLES OF  INCORPORATION  MAY PROTECT OUR  DIRECTORS  FROM
CERTAIN TYPES OF LAWSUITS.

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

RISKS RELATED TO OUR COMMON STOCK

THERE IS NO ACTIVE TRADING MARKET FOR OUR COMMON STOCK,  AND IF A MARKET FOR OUR
COMMON  STOCK  DOES NOT  DEVELOP,  OUR  INVESTORS  WILL BE UNABLE TO SELL  THEIR
SHARES.

There is currently no active  trading  market for our common  stock,  and such a
market may not  develop or be  sustained.  We  currently  have our common  stock
quoted on the Financial  Industry  Regulatory  Authority's  (FINRA) OTC Bulletin
Board.  In order to do this,  we must  attract more market  makers.  At the date
hereof we are not aware that any market maker has any such intention.  We cannot
provide our investors with any assurance that our common stock will be traded on
the OTC Bulletin  Board or, if traded,  that a public  market will  materialize.
Further,  the OTC Bulletin  Board is not a listing  service or exchange,  but is
instead a dealer quotation service for subscribing  members.  If a public market
for our common stock does not develop,  then investors may not be able to resell
the shares of our  common  stock  that they have  purchased  and may lose all of
their  investment.  If we establish a trading  market for our common stock,  the
market price of our common stock may be  significantly  affected by factors such
as actual or anticipated  fluctuations in our operation results,  general market
conditions  and other  factors.  In addition,  the stock market has from time to
time  experienced   significant   price  and  volume   fluctuations   that  have
particularly  affected  the market  prices for the shares of  exploration  stage
companies,  which may materially adversely affect the market price of our common
stock.

SALES OF A  SUBSTANTIAL  NUMBER OF SHARES OF OUR  COMMON  STOCK  INTO THE PUBLIC
MARKET BY THE SELLING  STOCKHOLDERS MAY RESULT IN SIGNIFICANT  DOWNWARD PRESSURE
ON  THE  PRICE  OF  OUR  COMMON  STOCK  AND  COULD  AFFECT  THE  ABILITY  OF OUR
STOCKHOLDERS TO REALIZE ANY CURRENT TRADING PRICE OF OUR COMMON STOCK.

Sales of a substantial number of shares of our common stock in the public market
could cause a reduction  in the market  price of our common  stock,  when and if
such market develops.  When the registration  statement of which this prospectus
forms a part is declared effective, the selling stockholders may be reselling up
to 32% of the issued and outstanding  shares of our common stock. As a result of
such registration  statement, a substantial number of our shares of common stock
which have been  issued may be  available  for  immediate  resale  when and if a
market develops for our common stock,  which could have an adverse effect on the
price of our common  stock.  As a result of any such  decreases  in price of our
common stock,  purchasers who acquire shares from the selling  stockholders  may
lose some or all of their investment.  Any significant  downward pressure on the
price of our common  stock as the  selling  stockholders  sell the shares of our
common stock could encourage short sales by the selling  stockholders or others.
Any such short sales could place further  downward  pressure on the price of our
common stock.

RESALE RESTRICTIONS FOR BRITISH COLUMBIA RESIDENTS MAY LIMIT THE ABILITY OF SUCH
RESIDENTS  TO RESELL  THEIR  SHARES IN THE U.S.,  WHICH WILL AFFECT THE PRICE AT
WHICH THEIR SHARES MAY BE SOLD.

Selling  stockholders that are residents of British Columbia,  and that acquired
their shares of our common stock on or after  September  15, 2008 and before our
ticker-symbol   date,   have  to  rely  on  an  exemption  from  prospectus  and
registration  requirements  of British  Columbia  securities  laws to sell their
shares that are being  registered  for resale by this  prospectus.  Such selling
stockholders  have to comply with the British Columbia  Securities  Commission's
B.C. Instrument 51-509 "Issuers Quoted in the U.S.  Over-the-Counter Markets" to
resell their shares.  B.C.  Instrument 51-509 requires,  among other conditions,
that such British Columbia  stockholders  trade their shares of our common stock
through an investment  dealer from an account at that  investment  dealer in the
name of the selling  stockholder,  and that the investment  dealer  executes the
trade through the OTC Bulletin  Board or Pink Sheets.  These  restrictions  will
limit the ability of such British  Columbia  selling  stockholders to resell the
securities in the United States and, therefore, may materially affect the market
value of your shares.

                                       10
<PAGE>
OUR STOCK IS A PENNY STOCK.  TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND FINRA'S SALES PRACTICE REQUIREMENTS, WHICH MAY LIMIT
A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.

Our common stock is subject to the "Penny  Stock"  Rules of the SEC,  which will
make  transactions in our common stock cumbersome and may reduce the value of an
investment in our common stock.

We currently have our common stock quoted on FINRA's OTC Bulletin  Board,  which
is  generally  considered  to be a less  efficient  market than  markets such as
NASDAQ or the national  exchanges,  and which may cause difficulty in conducting
trades and difficulty in obtaining future financing. Further, our securities are
currently  subject to the "penny stock rules" adopted  pursuant to Section 15(g)
of the SECURITIES EXCHANGE ACT OF 1934, as amended.  The penny stock rules apply
generally to  companies  whose common stock trades at less than $5.00 per share,
subject to certain limited exemptions.  Such rules require,  among other things,
that  brokers  who  trade  "penny  stock" to  persons  other  than  "established
customers"  complete  certain  documentation,   make  suitability  inquiries  of
investors and provide investors with certain  information  concerning trading in
the security,  including a risk disclosure  document and quote information under
certain  circumstances.  Many brokers  have  decided not to trade "penny  stock"
because of the  requirements  of the "penny stock  rules" and, as a result,  the
number of  broker-dealers  willing to act as market makers in such securities is
limited.  In the event that we remain subject to the "penny stock rules" for any
significant  period,  there may develop an adverse impact on the market, if any,
for our  securities.  Because our  securities  are  subject to the "penny  stock
rules",  investors  will find it more  difficult  to dispose of our  securities.
Further, it is more difficult: (i) to obtain accurate quotations, (ii) to obtain
coverage for  significant  news events because major wire services,  such as the
Dow Jones News  Service,  generally  do not publish  press  releases  about such
companies, and (iii) to obtain needed capital.

In addition to the "penny stock" rules promulgated by the SEC, FINRA has adopted
rules  that  require  that  in  recommending  an  investment  to a  customer,  a
broker-dealer  must have reasonable grounds for believing that the investment is
suitable  for  that  customer.  Prior  to  recommending  speculative  low-priced
securities  to  their  non-institutional  customers,  broker-dealers  must  make
reasonable efforts to obtain information about the customer's  financial status,
tax status,  investment objectives and other information.  Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced  securities will not be suitable for at least some  customers.  FINRA
requirements  make it more difficult for  broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for our shares.

OUR SOLE DIRECTOR IS OUTSIDE THE UNITED  STATES,  WITH THE RESULT THAT IT MAY BE
DIFFICULT  FOR  INVESTORS  TO ENFORCE  WITHIN THE  UNITED  STATES ANY  JUDGMENTS
OBTAINED AGAINST US OR OUR DIRECTOR OR OFFICER.

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

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 2. PROPERTIES

Our principal office space,  located at 2366 Wall Street,  Suite 407, Vancouver,
British Columbia,  Canada V5L 4Y1 is provided to the Company at no charge by our
President.

ITEM 3. LEGAL PROCEEDINGS

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

                                       11
<PAGE>
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

During  fiscal year ended  February 28, 2010,  no matters were  submitted to our
stockholders for approval.

                                     PART II

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

MARKET FOR COMMON EQUITY

Our common  stock is  currently  listed on FINRA's  OTC  Bulletin  Board but our
common shares do not presently  trade nor have a bid or ask price.  Accordingly,
we have fixed the  benchmark  offering  price by  reference  to our most  recent
offering  of our  shares,  which was  effected  at $0.02 per share.  The selling
stockholders  will sell their common stock at the price of $0.02 per share until
our  common  stock has a bid/ask  and is  quoted on the OTC  Bulletin  Board and
thereafter, at prevailing market prices or at privately negotiated prices. There
is no  relationship  whatsoever  between  the  offering  price  and our  assets,
earnings, book value or any other objective criteria of value.

If a market for our common  stock  develops,  the actual  offering  price of the
shares that are the subject of this  prospectus will be determined by prevailing
market prices at the time of sale or by private  transactions  negotiated by the
selling stockholders named in this prospectus.  The offering price would thus be
determined  by market  factors  and the  independent  decisions  of the  selling
stockholders named in this prospectus.

As of May 18, 2010,  we had 34  shareholders  of record,  which does not include
shareholders whose shares are held in street or nominee names.

DIVIDEND POLICY

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

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

As of the date of this  Annual  Report,  we do not have any equity  compensation
plans.

<TABLE>
<CAPTION>
                                                                                     Number of Securities
                              Number of Securities to       Weighted-Average        Remaining Available for
                              be Issued Upon Exercise       Exercise Price of        Future Issuance Under
                              of Outstanding Options,     Outstanding Options,        Equity Compensation
                                Warrants and Rights        Warrants and Rights      Plans (excluding column
    Plan Category                      (a)                         (b)                       (a))
    -------------               -------------------        -------------------      -----------------------
<S>                             <C>                        <C>                      <C>
Equity Compensation Plans
Approved by Security
Holders                                -0-                         -0-                        -0-

Equity Compensation Plans
Not Approved by Security
Holders                                -0-                         -0-                        -0-
</TABLE>

RECENT SALES OF UNREGISTERED SECURITIES

As of the date of this Annual Report and during  fiscal year ended  February 28,
2010 we did not sell any unregistered securities.

                                       12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA

The following selected  financial  information is qualified by reference to, and
should  be read in  conjunction  with our  financial  statements  and the  notes
thereto,  and "Management's  Discussion and Analysis of Financial  Condition and
Results of Operation"  contained elsewhere herein. The selected income statement
data for fiscal  years ended  February  28, 2010 and  February  28, 2008 and the
selected  balance  sheet data as of February  28, 2010 and February 29, 2009 are
derived  from our audited  financial  statements  which are  included  elsewhere
herein.

STATEMENT OF OPERATIONS DATA:

<TABLE>
<CAPTION>
                                                                                        Inception
                                      For the Year Ended     For the Year Ended    (August 25, 2004) to
                                      February 28, 2010      February 28, 2009      February 28, 2010
                                      -----------------      -----------------      -----------------
                                          (Audited)              (Audited)              (Audited)
<S>                                       <C>                    <C>                    <C>
REVENUES                                  $     --               $     --               $     --
                                          --------               --------               --------
EXPENSES
  Bank charges                                 115                    158                    668
  Mineral property costs                       500                  8,000                 16,000
  Office expenses                               80                    534                  1,725
  Professional fees                         10,500                 25,889                 55,580
  Transfer agent and filing fees             1,246                 12,106                 15,231
                                          --------               --------               --------
TOTAL OPERATING EXPENSES                    12,441                 46,687                 89,204
                                          --------               --------               --------

NET LOSS                                  $(12,441)              $(46,687)              $(89,204)
                                          ========               ========               ========

BALANCE SHEET DATA:

                                      For the Year Ended     For the Year Ended
                                      February 28, 2010      February 28, 2009
                                      -----------------      -----------------
                                          (Audited)              (Audited)

TOTAL ASSETS                              $     96               $     37

TOTAL LIABILITIES                         $ 13,500               $  1,000

STOCKHOLDERS EQUITY (DEFICIT)             $(13,404)              $   (963)
</TABLE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

The  summarized  financial data set forth in the table below is derived from and
should be read in  conjunction  with our audited  financial  statements  for the
period from inception  (August 25, 2004) to fiscal year ended February 28, 2010,
including  the notes to those  financial  statements  which are included in this
Annual Report.  The following  discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

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

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

                                       13
<PAGE>
RESULTS OF OPERATION

FISCAL YEAR ENDED  FEBRUARY 28, 2010 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 28,
2009.

Our net loss for fiscal year ended  February 28, 2010 was $12,441  compared to a
net loss of $46,687  during  fiscal year ended  February 28, 2009, a decrease of
$34,246.  During fiscal years ended  February 28, 2010 and February 28, 2009, we
did not generate any revenue.

During  fiscal year ended  February  28, 2010,  we incurred  expenses of $12,441
compared to $46,687  incurred  during  fiscal year ended  February  28,  2009, a
decrease of $34,246.  Expenses  incurred  during fiscal year ended  February 28,
2010 consisted of: (i) bank charges of $115 (2009:  $158); (ii) mineral property
costs of $500 (2008:  $8,000;  (iii) office expenses of $80 (2008:  $534);  (iv)
professional fees of $10,500 (2008:  $25,889); and (v) transfer agent and filing
fees of $1,246 (2008:  $12,106).  The significant decreases in professional fees
and transfer agent and filing fees was a result of incurring  significant  costs
in 2009 associated with our initial S-1 Registration Statement and filing of our
15c2.11 with FINRA.

Of the $12,441 incurred as expenses during fiscal year ended February 28, 2010,
we did not incur any management fees payable to our officers and directors. See
"Item 11 - Executive Compensation"

LIQUIDITY AND CAPITAL RESOURCES

We had cash of $96 and a working  capital  deficit of $13,404  at  February  28,
2010.

CASH FLOWS FROM OPERATING ACTIVITIES

Net  cash  used in  operating  activities  was  $(70,204)  for the  period  from
inception  on August 25,  2004 to  February  28,  2010,  the  majority  of which
represents  professional  fees of $55,580 and transfer  agent and filing fees of
$15,231 offset by accounts  payable of $3,000.  We anticipate  that cash used in
operating  activities  will  decrease  over the next twelve  months as discussed
under "Plan of Operations" above.

CASH FLOWS FROM FINANCING ACTIVITIES

We have funded our business to date  primarily  from sales of our common  stock.
From our  inception on August 25, 2004 to February  28,  2010,  we have raised a
total of $75,800  from  private  offerings  of our  securities  and $10,500 from
proceeds from our sole officer and a shareholder.

CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used in acquiring mineral properties was $16,000 during the period from
inception on August 25, 2004 to February 28, 2010.

PLAN OF OPERATION AND FUNDING

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

We may  consider  entering  into a joint  venture  arrangement  to  provide  the
required funding to develop the property  underlying our interests.  We have not
undertaken  any  efforts  to  locate  a joint  venture  participant.  Even if we

                                       14
<PAGE>
determined to pursue a joint venture participant, there is no assurance that any
third party would enter into a joint venture  agreement with us in order to fund
exploration of the property  underlying our interests.  If we enter into a joint
venture arrangement, we would likely have to assign a percentage in our interest
to the joint venture participant.

Our plan of  operations  for the next twelve months is to complete the following
objectives within the time periods specified:

1. Obtain an effective S1  Registration  Statement  and begin trading our shares
over the OTC Bulletin Board.

2. We plan to complete phase one of our recommended  exploration  program on the
property  underlying our interest at an estimated cost of $10,000.  We expect to
commence  our  exploration  program  in the fall of 2010,  depending  on weather
conditions  and  the  availability  of  personnel  and  equipment.  A  Phase  II
exploration  program will be conducted  utilizing Phase I results, if warranted.
The budget for Phase II is $25,000.

3. We anticipate spending  approximately $1,000 per month in ongoing general and
administrative  expenses  per  month  for the next  twelve  months,  for a total
anticipated  expenditure of $12,000 over the next twelve months. The general and
administrative expenses for the year will consist primarily of professional fees
for the audit and legal work relating to our regulatory  filings  throughout the
year, as well as transfer agent fees and general office expenses.

MATERIAL COMMITMENTS

As of the date of this Annual Report, we do not have any material commitments.

PURCHASE OF SIGNIFICANT EQUIPMENT

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

OFF-BALANCE SHEET ARRANGEMENTS

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

GOING CONCERN

The independent auditors' report accompanying our February 28, 2010 and February
28, 2009  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

NEW ACCOUNTING STANDARDS ADOPTED DURING THE YEAR ENDED FEBRUARY 28, 2010

On  February  28, 2010 the Company  adopted  FAS ASU No.  2009-01  (Topic 105) -
Generally  Accepted  Accounting  Principles - amendments based on - Statement of
Financial  Accounting  Standards  No. 168 - The FASB  Accounting  and  Standards
Codification  and the  Hierarchy of Generally  Accepted  Accounting  Principles.
Beginning with this Statement the FASB will no longer issue new standards in the
form of  Statements,  FASB  Staff  Positions,  or  Emerging  Issues  Task  Force
Abstracts. Instead, it will issue Accounting Standard Updates. This ASU includes
FASB  Statement  No. 168 in its  entirety.  While  ASU's will not be  considered
authoritative  in their own right,  they will serve to update the  Codification,
provide the bases for conclusions and changes in the  Codification,  and provide
background  information about the guidance.  The Codification  modifies the GAAP
hierarchy   to   include   only   two   levels   of  GAAP:   authoritative   and
non-authoritative.  The adoption of these changes had no impact on the Company's
financial statements.

On November 30,  2009,  the Company  adopted FASB ASC 105 -- GENERALLY  ACCEPTED
ACCOUNTING   PRINCIPLES,   which  established  the  FASB  Accounting   Standards
Codification   ("the   Codification"),   as  the  single   official   source  of
authoritative,  nongovernmental,  U.S. GAAP. Rules and interpretive  releases of
the  Securities  and  Exchange  Commission  (SEC)  under  authority  of  federal
securities laws are also sources of authoritative GAAP for SEC registrants.  The
FASB will no longer issue new  standards in the form of  Statements,  FASB Staff
Positions, or Emerging Issues Task Force Abstracts;  instead the FASB will issue

                                       15
<PAGE>
Accounting   Standards  Updates.   Accounting  Standards  Updates  will  not  be
authoritative  in their  own  right  as they  will  only  serve  to  update  the
Codification.  These changes and the Codification itself do not change GAAP. The
Codification is designed to simplify U.S. GAAP into a single,  topically ordered
structure.  All guidance contained in the Codification carries an equal level of
authority.  The  Codification is effective for interim and annual periods ending
after September 15, 2009. Accordingly, the Company refers to the Codification in
respect of the  appropriate  accounting  standards  throughout  this document as
"FASB  ASC".  Other  than  the  manner  in  which  new  accounting  guidance  is
referenced,  the  adoption  of these  changes  had no  impact  on the  Company's
financial statements.

On November 1, 2009 the Company adopted FAS ASU 2009-05 for changes to measuring
liabilities  at fair value.  These  changes  clarify  existing  guidance that in
circumstances  in which a quoted  price in an active  market  for the  identical
liability  is not  available,  an entity is required to measure fair value using
either a  valuation  technique  that  uses a quoted  price of  either a  similar
liability or a quoted price of an identical or similar  liability when traded as
an asset, or another valuation  technique that is consistent with the principles
of fair value  measurements,  such as an income  approach  (e.g.,  present value
technique).  This  guidance  also states  that both a quoted  price in an active
market  for the  identical  liability  and a  quoted  price  for  the  identical
liability when traded as an asset in an active market when no adjustments to the
quoted  price of the asset are  required  are Level 1 fair  value  measurements.
These changes become  effective for the Company on November 1, 2009. The Company
does not  anticipate  the  adoption of these  changes will have an impact on the
Company's financial statements.

On September 1, 2009,  the Company  adopted the changes issued by FSP FAS 157-4,
"Determining  Fair Value When the Volume and Level of Activity  for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly" ("FSP FAS 157-4;"), to address challenges in estimating fair value when
the volume and level of activity  for an asset or liability  have  significantly
decreased.  This  FSP  emphasizes  that  even if there  has  been a  significant
decrease  in the volume and level of  activity  for the asset or  liability  and
regardless of the  valuation  technique(s)  used,  the objective of a fair value
measurement  remains the same. Fair value is the price that would be received to
sell an asset or paid to transfer a liability  in an orderly  transaction  (that
is, not a forced liquidation or distressed sale) between market  participants at
the measurement date under current market conditions.  This FSP is effective for
interim and annual reporting periods ending after June 15, 2009.  Implementation
of this Standard did not have any impact on the Company's consolidated financial
statements.

On August 31, 2009, the Company adopted the changes issued by FASB ASC topic 855
to  subsequent  events.  ASC  855  establishes   authoritative   accounting  and
disclosure  guidance for recognized and  non-recognized  subsequent  events that
occur after the balance sheet date but before  financial  statements are issued.
ASC 855 also  requires  disclosure  of the date  through  which  an  entity  has
evaluated  subsequent  events and the basis for that date.  The  adoption of the
changes to ASC 855 had no impact on the Company's financial statements.

On August 31, 2009, the Company adopted the changes issued by FASB ASC topic 825
on determining fair value when the volume and level of activity for the asset or
liability have significantly decreased and identifying transactions that are not
orderly. ASC 825 provides additional guidance for estimating fair value when the
volume  and level of  activity  for the asset or  liability  have  significantly
decreased and includes  guidance for identifying  circumstances  that indicate a
transaction  is not orderly.  This guidance is necessary to maintain the overall
objective  of fair value  measurements,  which is that fair  value  which is the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date under
current market conditions.  The adoption of the changes to ASC 825 had no impact
on the Company's financial statements.

On August 31,  2009,  the  Company  adopted  the  changes  issued by the FASB to
recognition and presentation of other-than-temporary  impairments. These changes
amend existing  other-than-temporary  impairment guidance for debt securities to
make  the  guidance  more  operational  and  to  improve  the  presentation  and
disclosure of  other-than-temporary  impairments on debt and equity  securities.
The  adoption  of  these  changes  had  no  impact  on the  Company's  financial
statements.

On August 31,  2009,  the Company  adopted  the  changes  issued by the FASB for
interim  disclosures  about fair value of financial  instruments.  These changes
require a publicly traded company to include disclosures about the fair value of
its financial  instruments whenever it issues summarized  financial  information
for interim reporting  periods.  Such disclosures  include the fair value of all
financial  instruments,  for which it is  practicable  to  estimate  that value,
whether recognized or not recognized in the statement of financial position; the
related  carrying amount of these financial  instruments;  and the method(s) and
significant assumptions used to estimate the fair value. Other than the required
disclosures,  the  adoption  of these  changes  had no impact  on the  Company's
financial statements.

                                       16
<PAGE>
On March 1, 2009,  the Company  adopted  changes  issued by the FASB to the fair
value  option  for  financial  assets  and  liabilities.  These  changes  permit
measurement of certain financial assets and financial liabilities at fair value.
If the fair  value  option is  elected,  the  unrealized  gains and  losses  are
reported in earnings at each reporting  date.  Generally,  the fair value option
may be elected on an instrument-by-instrument basis, as long as it is applied to
the instrument in its entirety.  The fair value option  election is irrevocable,
unless a new election date occurs. The adoption of these changes had no material
impact on the Company's financial statements, as we did not elect the fair value
option for any of the Company's financial assets or liabilities.

On March 1, 2009,  the Company  adopted the changes issued by FASB ASC topic 805
for business  combinations.  These changes  require an acquirer to recognize the
assets acquired,  the liabilities assumed,  and any non-controlling  interest in
the acquired business at the acquisition date,  measured at their fair values as
of that date, with limited exceptions. This statement also requires the acquirer
in a business  combination  achieved  in stages to  recognize  the  identifiable
assets and liabilities,  as well as the non-controlling interest in the acquired
business,  at the full amounts of their fair values. ASC 805 makes various other
amendments to authoritative  literature  intended to provide additional guidance
or to  confirm  the  guidance  in  that  literature  to  that  provided  in this
statement. The Company's adoption of the changes to ASC 805 had no impact on the
Company's financial  statements.  However, we expect the changes to ASC 805 will
have an impact on the Company's accounting for future business combinations, but
the effect is dependent upon making acquisitions in the future.

On March 1, 2009,  the  Company  adopted  the  changes  issued by FASB ASC topic
810-10 for non-controlling  interests in consolidated financial statements.  ASC
810-10 states that  accounting  and  reporting for minority  interests are to be
re-characterized  as non-controlling  interests and classified as a component of
equity.  The  calculation of earnings per share  continues to be based on income
amounts  attributable  to the parent.  ASC 810-10  applies to all entities  that
prepare consolidated financial statements,  except not-for-profit organizations,
but  affects  only  those  entities  that  have an  outstanding  non-controlling
interest in one or more  subsidiaries or that  deconsolidate  a subsidiary.  The
Company's  adoption of the changes to ASC 810-10 had no impact on the  Company's
financial statements.

On March 1, 2009,  the  Company  adopted  the  changes  issued by FASB ASC topic
815-10-50 for disclosures about derivative  instruments and hedging  activities.
ASC 815-10-50 changes the disclosure requirements for derivative instruments and
hedging activities.  Entities are required to provide enhanced disclosures about
(a)  how and why an  entity  uses  derivative  instruments,  (b) how  derivative
instruments  and related  hedged items are accounted for, and (c) how derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial performance,  and cash flows. The Company's adoption of the changes to
ASC  815-10-50 did not have an impact on the  Company's  current or  comparative
consolidated financial statements.

On March 1, 2009, the Company  adopted  changes issued by the FASB to accounting
for intangible assets. These changes amend the factors that should be considered
in developing renewal or extension assumptions used to determine the useful life
of a recognized intangible asset in order to improve the consistency between the
useful life of a recognized  intangible asset outside of a business  combination
and the period of  expected  cash  flows  used to  measure  the fair value of an
intangible asset in a business combination. The adoption of these changes had no
impact on the Company's financial statements.

On March 1, 2009,  the Company  adopted  the  changes  issued by the FASB to the
hierarchy of generally accepted  accounting  principles.  These changes identify
the  sources of  accounting  principles  and the  framework  for  selecting  the
principles  used in the preparation of financial  statements of  nongovernmental
entities that are presented in conformity  with GAAP.  Adoption of these changes
had no impact on the Company's financial statements.

On  March 1,  2009,  the  Company  adopted  the  changes  issued  by the FASB on
accounting for  convertible  debt  instruments  that may be settled in cash upon
conversion  (including  partial cash  settlement).  These  changes  specify that
issuers of such  instruments  should  separately  account for the  liability and
equity components in a manner that will reflect the entity's nonconvertible debt
borrowing  rate when interest cost is  recognized  in  subsequent  periods.  The
adoption of these changes had no impact on the  Company's  results of operations
or financial position.

On March 1, 2009, the Company  adopted the changes issued by the FASB to whether
an instrument (or embedded  feature) is indexed to an entity's own stock.  These
changes  provide a new  two-step  model to be applied in  determining  whether a
financial  instrument or an embedded feature is indexed to an issuer's own stock
and thus able to qualify for scope exception.  The adoption of these changes did
not have an impact on the Company's financial statements.

On  March 1,  2009,  the  Company  adopted  the  changes  issued  by the FASB to
determine whether instruments  granted in share-based  payment  transactions are
participating  securities.   These  changes  address  the  question  of  whether
instruments  granted  in  share-based  payment  transactions  are  participating
securities prior to vesting.  This guidance indicates that unvested  share-based

                                       17
<PAGE>
payment  awards that contain rights to dividend  payments  should be included in
earnings per share calculations.  The adoption of these changes had no impact on
the Company's results of operations or financial position.

On March 1, 2009,  the Company  adopted the changes issued by the FASB to equity
method  investment   accounting   considerations.   These  changes  clarify  the
accounting  for certain  transactions  and impairment  considerations  involving
equity method investments. The intent of these changes is to provide guidance on
(i) determining the initial carrying value of an equity method investment,  (ii)
performing an impairment assessment of an underlying indefinite-lived intangible
asset of an equity  method  investment,  (iii)  accounting  for an equity method
investee's issuance of shares, and (iv) accounting for a change in an investment
from the equity method to the cost method.  The adoption of these changes had no
impact on the  Company's  current or prior  consolidated  financial  position or
results of operations.

On  March 1,  2009,  the  Company  adopted  the  changes  issued  by the FASB to
disclosures by public entities (enterprises) about transfers of financial assets
and interest in variable  interest  entities.  These changes require  additional
disclosure about transfers of financial  assets and an enterprise's  involvement
with variable interest  entities.  The adoption of these changes did not have an
impact on the Company's financial statements.

On  March 1,  2009,  the  Company  adopted  the  changes  issued  by the FASB to
employers' disclosures about pensions and other postretirement  benefits.  These
changes require enhanced  disclosures  about the plans for assets of a Company's
defined benefit pension and other postretirement plans. The enhanced disclosures
are  intended  to  provide  users  of  financial   statements   with  a  greater
understanding of: (1) how investment  allocation  decisions are made,  including
the factors that are pertinent to an  understanding  of investment  policies and
strategies;  (2) the  major  categories  of plan  assets;  (3)  the  inputs  and
valuation  techniques  used to measure  the fair value of plan  assets;  (4) the
effect of fair value measurements using significant  unobservable  inputs (Level
3) on changes in plan assets for the period; and (5) significant  concentrations
of risk within plan assets. The adoption of these changes did not have an impact
on the Company's financial statements.

NEW ACCOUNTING STANDARDS TO BE ADOPTED ARE AS FOLLOWS:

In June 2009, the FASB issued ASC topic 860-20 for changes to the accounting for
transfers of financial assets.  These changes remove the concept of a qualifying
special-purpose entity and remove the exception from the application of variable
interest   accounting  to  variable   interest   entities  that  are  qualifying
special-purpose  entities;  limits  the  circumstances  in  which  a  transferor
derecognizes   a  portion  or  component  of  a  financial   asset;   defines  a
participating interest; requires a transferor to recognize and initially measure
at fair value all assets  obtained  and  liabilities  incurred  as a result of a
transfer  accounted  for as a sale;  and  requires  enhanced  disclosure;  among
others.  These changes  become  effective for the Company on March 1, 2010.  The
adoption of these  changes is not  expected  to have an impact on the  Company's
financial statements.

In June 2009, the FASB issued  changes to the  accounting for variable  interest
entities.  These  changes  require  an  enterprise  to perform  an  analysis  to
determine  whether the  enterprise's  variable  interest or interests  give it a
controlling financial interest in a variable interest entity; to require ongoing
reassessments of whether an enterprise is the primary  beneficiary of a variable
interest entity; to eliminate the quantitative  approach previously required for
determining the primary  beneficiary of a variable  interest  entity;  to add an
additional reconsideration event for determining whether an entity is a variable
interest  entity  when any  changes in facts and  circumstances  occur such that
holders of the equity investment at risk, as a group, lose the power from voting
rights or similar  rights of those  investments  to direct the activities of the
entity that most significantly impact the entity's economic performance;  and to
require  enhanced  disclosures  that will provide users of financial  statements
with  more  transparent  information  about  an  enterprise's  involvement  in a
variable  interest entity.  This Statement shall be effective for the Company on
March  1,  2010.  Earlier  application  is  prohibited.  The  Company  does  not
anticipate any  significant  financial  impact from adoption of this  accounting
pronouncement.

In October 2009, the FASB issued ASU 2009-13 for changes to mULTIPLE-DELIVERABLE
REVENUE  ARRANGEMENTS A CONSENSUS OF THE FASB EMERGING ISSUES TASK FORCE,  which
amends ASC topic 605,  Revenue  Recognition,  to require  companies  to allocate
revenue in multiple-element arrangements based on an element's estimated selling
price  if  vendor-specific  or  other  third-party  evidence  of  value  is  not
available.  ASU  2009-13  is  effective  for us on  November  1,  2010.  Earlier
application  is permitted.  We do not  anticipate  the adoption of these changes
will have an impact on the Company's financial statements.

                                       18
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Stockholders and Directors
Deer Bay Resources Inc. (An Exploration Stage Company)

We have audited the  accompanying  balance sheets of Deer Bay Resources Inc. (an
exploration  stage  company)  as of  February  28, 2010 and 2009 and the related
statements of operations, stockholders' equity (deficit), and cash flows for the
period from August 24, 2004 (inception) to February 28, 2010 and the years ended
February 28, 2010 and 2009. These 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 audit.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and  perform  the  audits to  obtain  reasonable  assurance  about  whether  the
financial  statements  are free of  material  misstatements.  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 includes examining,
on a  test  basis,  evidence  supporting  the  amounts  and  disclosures  in the
financial statements. An audit also includes assessing the accounting principles
used and  significant  estimates made by  management,  as well as evaluating the
overall financial statement  presentation.  We believe that our audits provide a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Deer Bay Resources  Inc. (An
Exploration  Stage  Company) as of February 28, 2010 and 2009 and the results of
its operations,  stockholders'  equity (deficit),  and cash flows for the period
from  August 24,  2004  (inception)  to  February  28,  2010 and the years ended
February 28, 2010 and 2009 in conformity with U.S. generally accepted accounting
principles

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial statements, the Company has suffered recurring losses from operations.
This factor raises  substantial doubt about the Company's ability to continue as
a going  concern.  Management's  plans  with  regard to these  matters  are also
described in Note 1. The  financial  statements  do not include any  adjustments
that might result from the outcome of this uncertainty.


/s/ Weaver & Martin, LLC
----------------------------------
Weaver & Martin, LLC
Kansas City, Missouri
May 18, 2010

                                       19
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Balance Sheets

<TABLE>
<CAPTION>
                                                                 February 28,       February 28,
                                                                     2010               2009
                                                                   --------           --------
                                                                      $                  $
<S>                                                             <C>                <C>
Assets

Current Assets
  Cash                                                                   96                 37
                                                                   --------           --------

Total Assets                                                             96                 37
                                                                   ========           ========

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
  Accounts payable                                                    3,000                 --
  Related party loans (Note 4)                                       10,500              1,000
                                                                   --------           --------

Total Current Liabilities                                            13,500              1,000
                                                                   --------           --------

Stockholders' Equity (Deficit)

Capital stock
  Authorized:
    200,000,000 common shares with a par value of $0.0001
  Issued and outstanding:
    130,110,000 common shares issued and outstanding                 13,011             13,011
Additional paid-in-capital                                           62,789             62,789
Deficit accumulated during the exploration stage                    (89,204)           (76,763)
                                                                   --------           --------

Total stockholders' equity (deficit)                                (13,404)              (963)
                                                                   --------           --------

Total liabilities and stockholders' equity (deficit)                     96                 37
                                                                   ========           ========
</TABLE>

Nature of operations and continuance of business (Note 1)


See Accompanying Notes

                                       20
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Statements of Operations

<TABLE>
<CAPTION>
                                          Cumulative from
                                          August 25, 2004
                                          (Inception) to            Year Ended             Year Ended
                                         February 28, 2010      February 28, 2010      February 28, 2009
                                         -----------------      -----------------      -----------------
                                                 $                      $                      $
<S>                                     <C>                    <C>                    <C>
Revenue                                               --                     --                     --
                                            ------------           ------------           ------------
Expenses
  Bank charges                                       668                    115                    158
  Mineral property costs                          16,000                    500                  8,000
  Office expenses                                  1,725                     80                    534
  Professional fees                               55,580                 10,500                 25,889
  Transfer agent and filing fees                  15,231                  1,246                 12,106
                                            ------------           ------------           ------------

Net Loss                                         (89,204)               (12,441)               (46,687)
                                            ============           ============           ============

Loss per share - Basic and diluted                                           --                     --
                                            ============           ============           ============
Weighted Average Number of Common
 Shares Outstanding                                                 130,110,000             89,507,000
                                            ============           ============           ============
</TABLE>


See Accompanying Notes

                                       21
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
From August 25, 2004 (Inception) to February 28, 2010

<TABLE>
<CAPTION>
                                                                                Deficit
                                                                              Accumulated
                                     Number of                  Additional    During the
                                      Common          Par        Paid-in      Exploration
                                      Shares         Value       Capital         Stage           Total
                                      ------         -----       -------         -----           -----
                                                       $            $              $               $
<S>                                 <C>           <C>           <C>             <C>            <C>
August 25, 2004                            --            --            --             --             --

October 11, 2004 - Issued for
 cash at $0.001                     6,300,000           630         5,670             --          6,300

October 25, 2004 - Issued for
 cash at $0.01                      1,050,000           105        10,395             --         10,500

January 5, 2005 - Issued for          260,000            26        12,974             --         13,000
 cash at $0.05

Net loss                                   --            --            --         (3,729)        (3,729)
                                  -----------      --------      --------      ---------       --------
Balance, February 28, 2005          7,610,000           761        29,039         (3,729)        26,071

Net loss                                   --            --            --        (11,824)       (11,824)
                                  -----------      --------      --------      ---------       --------
Balance, February 28, 2006          7,610,000           761        29,039        (15,553)        14,247

Net loss                                   --            --            --         (2,598)        (2,598)
                                  -----------      --------      --------      ---------       --------
Balance, February 28, 2007          7,610,000           761        29,039        (18,151)        11,649

Net loss                                   --            --            --        (11,925)       (11,925)
                                  -----------      --------      --------      ---------       --------
Balance, February 29, 2008          7,610,000           761        29,039        (30,076)          (276)

June 24, 2008 - Issued for
 cash at $0.001                    32,500,000         3,250        29,250             --         32,500

June 24, 2008 - Issued for
 cash at $0.0001                   85,000,000         8,500            --             --          8,500

October 24, 2008 - Issued for
 cash at $0.001                     5,000,000           500         4,500             --          5,000

Net loss                                   --            --            --        (46,687)       (46,687)
                                  -----------      --------      --------      ---------       --------

Balance, February 28, 2009        130,110,000        13,011        62,789        (76,763)          (963)

Net loss                                   --            --            --        (12,441)       (12,441)
                                  -----------      --------      --------      ---------       --------

Balance, February 28, 2010        130,110,000        13,011        62,789        (89,204)       (13,404)
                                  ===========      ========      ========      =========       ========
</TABLE>


See Accompanying Notes

                                       22
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Statements of Cash Flows

<TABLE>
<CAPTION>
                                                  Cumulative from
                                                  August 25, 2004
                                                  (Inception) to          Year Ended            Year Ended
                                                 February 28, 2010    February 28, 2010     February 28, 2009
                                                 -----------------    -----------------     -----------------
                                                         $                    $                     $
<S>                                             <C>                  <C>                   <C>
Cash flows from operating activities
  Net loss                                           (89,204)             (12,441)               (46,687)
  Adjustment to reconcile net loss to net cash:
    Write-off of mineral properties                   16,000                  500                  8,000
  Changes in operating assets and liabilities:
    Accounts payable and accrued liabilities           3,000                3,000                 (5,000)
                                                     -------              -------                -------

Net cash used in operating activities                (70,204)              (8,941)               (43,687)
                                                     -------              -------                -------
Cash flows to investing activities
  Mineral property costs                             (16,000)                (500)                (8,000)
                                                     -------              -------                -------

Net cash used in investing activities                (16,000)                (500)                (8,000)
                                                     -------              -------                -------
Cash flows from financing activities
  Proceeds from officer's loan                        10,500                9,500                  1,000
  Common shares issued for cash                       75,800                   --                 46,000
                                                     -------              -------                -------

Net cash provided by financing activities             86,300                9,500                 47,000
                                                     -------              -------                -------

Net increase (decrease) in cash                           96                   59                 (4,687)

Cash - beginning of period                                --                   37                  4,724
                                                     -------              -------                -------

Cash - end of period                                      96                   96                     37
                                                     =======              =======                =======

Supplemental cash flow information:

Cash paid for:
  Interest                                                --                   --                     --
  Taxes                                                   --                   --                     --
                                                     =======              =======                =======
</TABLE>


See Accompanying Notes

                                       23
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


1. Nature of Operations and Continuance of Business

     Deer Bay Resources Inc. ("the Company") was incorporated  under the laws of
     State of Nevada,  U.S. on August 25, 2004. The Company's principal business
     is the acquisition and  exploration of mineral  resources.  The Company has
     not presently  determined  whether its property  contains  mineral reserves
     that are  economically  recoverable.  We have not produced any  significant
     revenues from the  Company's  principal  business or commenced  significant
     operations and are  considered an  exploration  stage company as defined by
     SEC Guide 7 with reference to Financial  Accounting  Standards Board (FASB)
     issued Accounting Standards Codification (ASC) topic 915.

     On April 29, 2008 the Company's  articles of incorporation  were amended to
     increase the  authorized  share  capital to  200,000,000  common shares and
     change the par value to $0.0001.  This amendment was applied  retroactively
     to all share, and per share, amounts.

     These  financial  statements  have been  prepared on a going  concern basis
     which  assumes the Company will be able to realize its assets and discharge
     its  liabilities  in the  normal  course of  business  for the  foreseeable
     future.  The Company has incurred  losses since  inception  resulting in an
     accumulated  deficit  of  $89,204  as at  February  28,  2010 and a working
     capital  deficiency  of  $13,404.  Further  losses are  anticipated  in the
     development of its business raising  substantial  doubt about the Company's
     ability to continue as a going concern.  The ability to continue as a going
     concern is dependent upon the Company generating  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.

2. Summary of Significant Accounting Policies

     Use of Estimates

     The  preparation of financial  statements in accordance  with United States
     generally  accepted  accounting  principles  requires  management  to  make
     estimates and  assumptions  that affect the reported  amounts of assets and
     liabilities  at the  date of the  financial  statements  and  the  reported
     amounts of revenue  and  expenses  in the  reporting  period.  The  Company
     regularly  evaluates  estimates and assumptions related to donated services
     and  expenses,  and deferred  income tax asset  valuation  allowances.  The
     Company bases its estimates and  assumptions on current  facts,  historical
     experience  and various  other  factors  that it believes to be  reasonable
     under the  circumstances,  the  results  of which form the basis for making
     judgments  about the  carrying  values of assets  and  liabilities  and the
     accrual of costs and  expenses  that are not  readily  apparent  from other
     sources.   The  actual  results  experienced  by  the  Company  may  differ
     materially and adversely from the Company's estimates.  To the extent there
     are material  differences  between the  estimates  and the actual  results,
     future results of operations will be affected.

     Cash and Cash Equivalents

     The Company considers all highly liquid  instruments with maturity of three
     months or less at the time of issuance to be cash equivalents.

     Mineral Claim Payments and Exploration Expenditures

     The Company is primarily  engaged in the  acquisition  and  exploration  of
     mining  properties.  Mineral  property  exploration  costs are  expensed as
     incurred. Mineral property acquisition costs are initially capitalized when
     incurred.  We assess the carrying  cost for  impairment  under the FASB ASC
     topic 360 at each fiscal  quarter end. When it has been  determined  that a
     mineral property can be economically  developed as a result of establishing
     proven and probable reserves,  the costs  subsequently  incurred to develop
     such  property  are  capitalized.  Such costs will be  amortized  using the
     units-of-production  method  over the  established  life of the  proven and
     probable  reserves.  If mineral  properties are  subsequently  abandoned or
     impaired, any capitalized costs will be charged to operations.

                                       24
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


2. Summary of Significant Accounting Policies (continued)

     Long-lived Assets

     The Company tests long-lived assets or asset groups for recoverability when
     events or changes in circumstances  indicate that their carrying amount may
     not be recoverable. Circumstances which could trigger a review include, but
     are not limited to: significant decreases in the market price of the asset;
     significant  adverse  changes in the  business  climate  or legal  factors;
     accumulation  of costs  significantly  in excess of the  amount  originally
     expected for the acquisition or  construction of the asset;  current period
     cash  flow or  operating  losses  combined  with a  history  of losses or a
     forecast of continuing  losses  associated  with the use of the asset;  and
     current  expectation  that the asset will more  likely  than not be sold or
     disposed significantly before the end of its estimated useful life.

     Recoverability  is assessed  based on the carrying  amount of the asset and
     its  fair  value  which  is  generally  determined  based on the sum of the
     undiscounted  cash flows  expected to result from the use and the  eventual
     disposal of the asset, as well as specific  appraisal in certain instances.
     An  impairment   loss  is  recognized  when  the  carrying  amount  is  not
     recoverable and exceeds fair value.

     Financial Instruments

     The fair values of financial instruments,  which include cash, note payable
     and due to related  party were  estimated  to  approximate  their  carrying
     values due to the  immediate  or  short-term  maturity  of these  financial
     instruments.  Foreign  currency  transactions  are primarily  undertaken in
     Canadian  dollars.  The  financial  risk  is  the  risk  to  the  Company's
     operations that arise from  fluctuations in foreign  exchange rates and the
     degree of  volatility of these rates.  Currently,  the Company does not use
     derivative instruments to reduce its exposure to foreign currency risk.

     Foreign Currency Translation

     The  Company's  functional  and  reporting  currency  is the United  States
     dollar.  Monetary assets and liabilities  denominated in foreign currencies
     are  translated  in  accordance  with  ASC 820,  using  the  exchange  rate
     prevailing  at  the  balance  sheet  date.  Gains  and  losses  arising  on
     settlement of foreign  currency  denominated  transactions  or balances are
     included in the determination of income.  Foreign currency transactions are
     primarily  undertaken in Canadian dollars. The Company has not, to the date
     of these  financials  statements,  entered into  derivative  instruments to
     offset the impact of foreign currency fluctuations.

     New Accounting Standards Adopted During the Year Ended February 28, 2010

     On February 28, 2010 the Company  adopted FAS ASU No. 2009-01 (Topic 105) -
     Generally Accepted Accounting  Principles - amendments based on - Statement
     of  Financial  Accounting  Standards  No.  168 - The  FASB  Accounting  and
     Standards  Codification and the Hierarchy of Generally Accepted  Accounting
     Principles. Beginning with this Statement the FASB will no longer issue new
     standards  in the form of  Statements,  FASB Staff  Positions,  or Emerging
     Issues Task Force Abstracts.  Instead,  it will issue  Accounting  Standard
     Updates.  This ASU includes FASB  Statement No. 168 in its entirety.  While
     ASU's will not be considered  authoritative  in their own right,  they will
     serve to update the  Codification,  provide the bases for  conclusions  and
     changes in the Codification,  and provide background  information about the
     guidance.  The Codification modifies the GAAP hierarchy to include only two
     levels of GAAP: authoritative and non-authoritative.  The adoption of these
     changes had no impact on the Company's financial statements.

                                       25
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


2. Summary of Significant Accounting Policies (continued)

     On  November  30,  2009,  the  Company  adopted  FASB ASC 105 --  GENERALLY
     ACCEPTED  ACCOUNTING  PRINCIPLES,  which  established  the FASB  Accounting
     Standards Codification ("the Codification"),  as the single official source
     of  authoritative,  nongovernmental,  U.S.  GAAP.  Rules  and  interpretive
     releases of the Securities and Exchange Commission (SEC) under authority of
     federal  securities  laws are also  sources of  authoritative  GAAP for SEC
     registrants.  The FASB will no longer  issue new  standards  in the form of
     Statements,  FASB Staff Positions, or Emerging Issues Task Force Abstracts;
     instead  the FASB  will  issue  Accounting  Standards  Updates.  Accounting
     Standards Updates will not be authoritative in their own right as they will
     only serve to update the  Codification.  These changes and the Codification
     itself do not change GAAP.  The  Codification  is designed to simplify U.S.
     GAAP into a single,  topically ordered structure. All guidance contained in
     the Codification  carries an equal level of authority.  The Codification is
     effective for interim and annual periods  ending after  September 15, 2009.
     Accordingly,  the  Company  refers to the  Codification  in  respect of the
     appropriate  accounting  standards  throughout this document as "FASB ASC".
     Other than the manner in which new accounting  guidance is referenced,  the
     adoption  of  these  changes  had  no  impact  on the  Company's  financial
     statements.

     On  November  1, 2009 the  Company  adopted  FAS ASU 2009-05 for changes to
     measuring  liabilities  at  fair  value.  These  changes  clarify  existing
     guidance that in  circumstances in which a quoted price in an active market
     for the  identical  liability  is not  available,  an entity is required to
     measure  fair value using either a valuation  technique  that uses a quoted
     price of either a similar  liability  or a quoted  price of an identical or
     similar liability when traded as an asset, or another  valuation  technique
     that is consistent with the principles of fair value measurements,  such as
     an income  approach  (e.g.,  present value  technique).  This guidance also
     states  that both a quoted  price in an  active  market  for the  identical
     liability and a quoted price for the identical  liability when traded as an
     asset in an active  market when no  adjustments  to the quoted price of the
     asset are  required  are Level 1 fair  value  measurements.  These  changes
     become  effective for the Company on November 1, 2009. The Company does not
     anticipate  the  adoption  of these  changes  will  have an  impact  on the
     Company's financial statements.

     On September  1, 2009,  the Company  adopted the changes  issued by FSP FAS
     157-4,  "Determining  Fair Value When the Volume and Level of Activity  for
     the  Asset  or  Liability  Have  Significantly  Decreased  and  Identifying
     Transactions  That  Are  Not  Orderly"  ("FSP  FAS  157-4;"),   to  address
     challenges in  estimating  fair value when the volume and level of activity
     for an asset or liability have significantly decreased. This FSP emphasizes
     that even if there has been a significant  decrease in the volume and level
     of activity  for the asset or liability  and  regardless  of the  valuation
     technique(s)  used, the objective of a fair value  measurement  remains the
     same.  Fair value is the price that would be  received  to sell an asset or
     paid to  transfer a  liability  in an orderly  transaction  (that is, not a
     forced  liquidation or distressed sale) between market  participants at the
     measurement date under current market conditions. This FSP is effective for
     interim  and  annual   reporting   periods  ending  after  June  15,  2009.
     Implementation  of this  Standard did not have any impact on the  Company's
     consolidated financial statements.

     On August 31,  2009,  the Company  adopted  the changes  issued by FASB ASC
     topic  855  to  subsequent  events.   ASC  855  establishes   authoritative
     accounting  and  disclosure  guidance  for  recognized  and  non-recognized
     subsequent  events  that  occur  after the  balance  sheet  date but before
     financial  statements are issued.  ASC 855 also requires  disclosure of the
     date through which an entity has evaluated  subsequent events and the basis
     for that date.  The adoption of the changes to ASC 855 had no impact on the
     Company's financial statements.

     On August 31,  2009,  the Company  adopted  the changes  issued by FASB ASC
     topic 825 on  determining  fair value when the volume and level of activity
     for the asset or liability  have  significantly  decreased and  identifying
     transactions that are not orderly. ASC 825 provides additional guidance for
     estimating  fair value when the volume and level of activity  for the asset
     or  liability  have  significantly  decreased  and  includes  guidance  for
     identifying  circumstances that indicate a transaction is not orderly. This
     guidance is  necessary  to maintain  the  overall  objective  of fair value
     measurements,  which is that fair  value  which is the price  that would be
     received  to sell an asset or paid to  transfer a  liability  in an orderly
     transaction  between  market  participants  at the  measurement  date under
     current  market  conditions.  The adoption of the changes to ASC 825 had no
     impact on the Company's financial statements.

                                       26
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


2. Summary of Significant Accounting Policies (continued)

     On August 31, 2009,  the Company  adopted the changes issued by the FASB to
     recognition and  presentation of  other-than-temporary  impairments.  These
     changes amend existing  other-than-temporary  impairment  guidance for debt
     securities  to make  the  guidance  more  operational  and to  improve  the
     presentation and disclosure of other-than-temporary impairments on debt and
     equity  securities.  The  adoption  of these  changes  had no impact on the
     Company's financial statements.

     On August 31, 2009, the Company  adopted the changes issued by the FASB for
     interim  disclosures  about  fair  value of  financial  instruments.  These
     changes require a publicly traded company to include  disclosures about the
     fair  value of its  financial  instruments  whenever  it issues  summarized
     financial  information  for interim  reporting  periods.  Such  disclosures
     include  the  fair  value of all  financial  instruments,  for  which it is
     practicable to estimate that value, whether recognized or not recognized in
     the statement of financial  position;  the related carrying amount of these
     financial instruments;  and the method(s) and significant  assumptions used
     to  estimate  the fair  value.  Other than the  required  disclosures,  the
     adoption  of  these  changes  had  no  impact  on the  Company's  financial
     statements.

     On March 1, 2009,  the Company  adopted  changes  issued by the FASB to the
     fair value  option for  financial  assets and  liabilities.  These  changes
     permit measurement of certain financial assets and financial liabilities at
     fair value. If the fair value option is elected,  the unrealized  gains and
     losses are reported in earnings at each reporting date. Generally, the fair
     value option may be elected on an  instrument-by-instrument  basis, as long
     as it is applied to the  instrument in its entirety.  The fair value option
     election is irrevocable, unless a new election date occurs. The adoption of
     these changes had no material impact on the Company's financial statements,
     as we did  not  elect  the  fair  value  option  for  any of the  Company's
     financial assets or liabilities.

     On March 1, 2009, the Company  adopted the changes issued by FASB ASC topic
     805 for  business  combinations.  These  changes  require  an  acquirer  to
     recognize  the  assets   acquired,   the  liabilities   assumed,   and  any
     non-controlling  interest in the acquired business at the acquisition date,
     measured at their fair  values as of that date,  with  limited  exceptions.
     This  statement  also  requires  the  acquirer  in a  business  combination
     achieved in stages to recognize the identifiable assets and liabilities, as
     well as the non-controlling  interest in the acquired business, at the full
     amounts of their fair values.  ASC 805 makes  various  other  amendments to
     authoritative  literature  intended  to provide  additional  guidance or to
     confirm the guidance in that literature to that provided in this statement.
     The  Company's  adoption  of the  changes  to ASC 805 had no  impact on the
     Company's financial  statements.  However, we expect the changes to ASC 805
     will  have an  impact  on the  Company's  accounting  for  future  business
     combinations,  but the effect is dependent upon making  acquisitions in the
     future.

     On March 1, 2009, the Company  adopted the changes issued by FASB ASC topic
     810-10 for non-controlling  interests in consolidated financial statements.
     ASC 810-10 states that accounting and reporting for minority  interests are
     to be  re-characterized  as  non-controlling  interests and classified as a
     component of equity.  The calculation of earnings per share continues to be
     based on income amounts  attributable to the parent.  ASC 810-10 applies to
     all  entities  that  prepare  consolidated  financial  statements,   except
     not-for-profit organizations,  but affects only those entities that have an
     outstanding  non-controlling  interest in one or more  subsidiaries or that
     deconsolidate  a subsidiary.  The Company's  adoption of the changes to ASC
     810-10 had no impact on the Company's financial statements.

     On March 1, 2009, the Company  adopted the changes issued by FASB ASC topic
     815-10-50  for  disclosures   about  derivative   instruments  and  hedging
     activities.   ASC  815-10-50   changes  the  disclosure   requirements  for
     derivative  instruments  and hedging  activities.  Entities are required to
     provide  enhanced  disclosures  about  (a)  how  and  why  an  entity  uses
     derivative  instruments,  (b) how derivative instruments and related hedged
     items are accounted  for, and (c) how  derivative  instruments  and related
     hedged items affect an entity's financial position,  financial performance,
     and cash flows. The Company's  adoption of the changes to ASC 815-10-50 did
     not have an impact on the  Company's  current or  comparative  consolidated
     financial statements.

                                       27
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


2. Summary of Significant Accounting Policies (continued)

     On March  1,  2009,  the  Company  adopted  changes  issued  by the FASB to
     accounting  for  intangible  assets.  These  changes amend the factors that
     should be considered in developing renewal or extension assumptions used to
     determine  the useful  life of a  recognized  intangible  asset in order to
     improve the consistency between the useful life of a recognized  intangible
     asset  outside of a business  combination  and the period of expected  cash
     flows used to measure the fair value of an  intangible  asset in a business
     combination.  The adoption of these  changes had no impact on the Company's
     financial statements.

     On March 1, 2009, the Company adopted the changes issued by the FASB to the
     hierarchy  of  generally  accepted  accounting  principles.  These  changes
     identify  the  sources  of  accounting  principles  and the  framework  for
     selecting the principles used in the preparation of financial statements of
     nongovernmental  entities  that are  presented  in  conformity  with  GAAP.
     Adoption  of  these  changes  had  no  impact  on the  Company's  financial
     statements.

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB on
     accounting for  convertible  debt  instruments  that may be settled in cash
     upon conversion (including partial cash settlement).  These changes specify
     that  issuers  of  such  instruments  should  separately  account  for  the
     liability and equity  components in a manner that will reflect the entity's
     nonconvertible  debt  borrowing  rate when  interest  cost is recognized in
     subsequent  periods.  The  adoption  of these  changes had no impact on the
     Company's results of operations or financial position.

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB to
     whether an instrument  (or embedded  feature) is indexed to an entity's own
     stock.  These  changes  provide  a new  two-step  model  to be  applied  in
     determining  whether a  financial  instrument  or an  embedded  feature  is
     indexed  to an  issuer's  own  stock  and thus  able to  qualify  for scope
     exception.  The  adoption  of these  changes  did not have an impact on the
     Company's financial statements.

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB to
     determine whether instruments  granted in share-based payment  transactions
     are participating securities. These changes address the question of whether
     instruments granted in share-based  payment  transactions are participating
     securities  prior  to  vesting.   This  guidance  indicates  that  unvested
     share-based  payment awards that contain rights to dividend payments should
     be included  in  earnings  per share  calculations.  The  adoption of these
     changes had no impact on the  Company's  results of operations or financial
     position.

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB to
     equity method investment accounting  considerations.  These changes clarify
     the  accounting  for certain  transactions  and  impairment  considerations
     involving  equity  method  investments.  The intent of these  changes is to
     provide guidance on (i) determining the initial carrying value of an equity
     method  investment,   (ii)  performing  an  impairment   assessment  of  an
     underlying   indefinite-lived   intangible   asset  of  an  equity   method
     investment,  (iii) accounting for an equity method  investee's  issuance of
     shares,  and (iv)  accounting for a change in an investment from the equity
     method to the cost method.  The adoption of these  changes had no impact on
     the Company's current or prior  consolidated  financial position or results
     of operations.

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB to
     disclosures by public entities  (enterprises)  about transfers of financial
     assets and interest in variable  interest  entities.  These changes require
     additional   disclosure   about  transfers  of  financial   assets  and  an
     enterprise's  involvement with variable interest entities.  The adoption of
     these changes did not have an impact on the Company's financial statements.

                                       28
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


2. Summary of Significant Accounting Policies (continued)

     On March 1, 2009,  the Company  adopted  the changes  issued by the FASB to
     employers'  disclosures about pensions and other  postretirement  benefits.
     These changes require enhanced  disclosures about the plans for assets of a
     Company's  defined  benefit  pension and other  postretirement  plans.  The
     enhanced  disclosures are intended to provide users of financial statements
     with a greater  understanding of: (1) how investment  allocation  decisions
     are made,  including the factors that are pertinent to an  understanding of
     investment  policies  and  strategies;  (2) the  major  categories  of plan
     assets;  (3) the inputs and valuation  techniques  used to measure the fair
     value of plan  assets;  (4) the  effect of fair  value  measurements  using
     significant unobservable inputs (Level 3) on changes in plan assets for the
     period; and (5) significant  concentrations of risk within plan assets. The
     adoption of these changes did not have an impact on the Company's financial
     statements.

     New accounting standards to be adopted are as follows:

     In June  2009,  the  FASB  issued  ASC  topic  860-20  for  changes  to the
     accounting  for transfers of financial  assets.  These  changes  remove the
     concept of a  qualifying  special-purpose  entity and remove the  exception
     from the application of variable  interest  accounting to variable interest
     entities  that  are  qualifying   special-purpose   entities;   limits  the
     circumstances in which a transferor  derecognizes a portion or component of
     a financial asset; defines a participating interest;  requires a transferor
     to recognize  and initially  measure at fair value all assets  obtained and
     liabilities incurred as a result of a transfer accounted for as a sale; and
     requires enhanced disclosure;  among others. These changes become effective
     for the  Company on March 1, 2010.  The  adoption  of these  changes is not
     expected to have an impact on the Company's financial statements.

     In June 2009,  the FASB  issued  changes  to the  accounting  for  variable
     interest  entities.  These  changes  require  an  enterprise  to perform an
     analysis  to  determine  whether  the  enterprise's  variable  interest  or
     interests give it a controlling  financial  interest in a variable interest
     entity;  to require ongoing  reassessments  of whether an enterprise is the
     primary  beneficiary  of a  variable  interest  entity;  to  eliminate  the
     quantitative  approach  previously  required  for  determining  the primary
     beneficiary  of  a  variable   interest   entity;   to  add  an  additional
     reconsideration  event for  determining  whether  an  entity is a  variable
     interest entity when any changes in facts and circumstances occur such that
     holders of the equity  investment at risk, as a group,  lose the power from
     voting  rights  or  similar  rights  of those  investments  to  direct  the
     activities  of the  entity  that most  significantly  impact  the  entity's
     economic performance; and to require enhanced disclosures that will provide
     users of financial  statements with more transparent  information  about an
     enterprise's  involvement  in a variable  interest  entity.  This Statement
     shall be effective for the Company on March 1, 2010. Earlier application is
     prohibited.  The Company  does not  anticipate  any  significant  financial
     impact from adoption of this accounting pronouncement.

     In  October   2009,   the  FASB   issued  ASU   2009-13   for   changes  to
     MULTIPLE-DELIVERABLE  REVENUE ARRANGEMENTS A CONSENSUS OF THE FASB EMERGING
     ISSUES TASK FORCE,  which  amends ASC topic 605,  Revenue  Recognition,  to
     require  companies  to allocate  revenue in  multiple-element  arrangements
     based on an element's  estimated selling price if  vendor-specific or other
     third-party  evidence of value is not  available.  ASU 2009-13 is effective
     for us on November 1, 2010.  Earlier  application  is permitted.  We do not
     anticipate  the  adoption  of these  changes  will  have an  impact  on the
     Company's financial statements.

3.   Mineral Interests

     On March 18, 2008,  the Company  entered into a mineral  property  purchase
     agreement to acquire a 100%  interest in the Emmy Claim  located in the New
     Westminster  Mining Division,  BC for total  consideration of $8,000.  This
     mining  interest  was held in trust for the  Company  by the  vendor of the
     property.  On  January  25,  2010 this  mineral  claim had  lapsed  and was
     re-staked by a third party.  On February 4, 2010 the Company entered into a
     Letter and Trust Agreement with this third party to acquire the Emmy Claim.
     The Company paid $500 as consideration.  The Emmy Claim expires February 4,
     2011.  The third  party  holds the Emmy Claim in trust for the  Company and
     upon request; title will be recorded in the name of the Company.

                                       29
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


4. Related Party Loans

     The  President  of the Company  loaned  $1,500  during the year and is owed
     $2,500 as at February 28, 2010. A shareholder  of the Company loaned $8,000
     during the year  which is due as at  February  28,  2010.  These  loans are
     unsecured, non-interest bearing and due on demand.

5. Common Stock

     During the year ended February 28, 2005 the Company issued 7,610,000 shares
     of common stock for total cash proceeds of $29,800.

     On April 29, 2008 the Company's  articles of incorporation  were amended to
     increase the  authorized  share  capital to  200,000,000  common shares and
     reduce par value to $0.0001.  This amendment has been applied retroactively
     to all share and per share amounts.

     On June 24, 2008 the Company issued  32,500,000  common shares at $.001 per
     share to six individuals pursuant to a private placement under Regulation S
     of the  Securities  and  Exchange  Commission  for total cash  proceeds  of
     $32,500.

     On June 24, 2008, the Company issued  85,000,000 common shares at $.0001 to
     the Company's President for total cash proceeds of $8,500.

     On October 24, 2008 the Company  received $5,000 pursuant to a subscription
     for 5,000,000 common shares at $0.001 per share.

     At February 28, 2010, there were no outstanding stock options or warrants.

6. Income Taxes

     Potential  benefits of income tax losses are not recognized in the accounts
     until  realization  is more likely than not. The Company has net  operating
     losses of $89,000 which commence  expiring in 2025. The Company is required
     to compute tax asset  benefits for net operating  losses  carried  forward.
     Potential  benefits of net  operating  losses have not been  recognized  in
     these financial statements because the Company cannot be assured it is more
     likely than not it will utilize the net operating losses carried forward in
     future years.

     The  components  of the net  deferred  tax asset at  February  28, 2010 and
     February 29, 2009 and the  statutory  tax rate,  the effective tax rate and
     the elected amount of the valuation allowance are scheduled below:

                                          Year Ended               Year Ended
                                       February 28, 2010       February 28, 2009
                                       -----------------       -----------------
                                              $                       $

     Cumulative Net Operating Losses       89,000                  77,000
     Statutory Tax Rate                        34%                     34%
     Effective Tax Rate                        --                      --
     Deferred Tax Asset                    30,000                  26,000
     Valuation Allowance                  (30,000)                (26,000)
                                          -------                 -------

     Net Deferred Tax Asset                    --                      --
                                          =======                 =======

                                       30
<PAGE>
Deer Bay Resources Inc.
(An Exploration Stage Company)
Notes to Financial Statements


7. Subsequent Events

     In accordance with ASC 855 management evaluated all activity of the Company
     through  May 18,  2010 (the issue  date of the  financial  statements)  and
     concluded  that no  subsequent  events  have  occurred  that would  require
     recognition or disclosure in the financial statements.



                                       31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE

Our financial  statements for the year ended February 28, 2010 and 2009 included
in this report have been  audited by Weaver & Martin,  LLC, 411  Valentine  Rd.,
Suite  300,  Kansas  City,  MO 64111 as set forth in their  report  included  in
herein.  We have no  disagreement  with  Weaver & Martin LLC on  accounting  and
financial disclosure.

Weaver & Martin,  LLC have not been  consulted  on any  matter  relating  to the
application of accounting principles to a specific transaction, either completed
or  contemplated,  or the type of audit  opinion  that might be  rendered on our
financial statements.

ITEM 9A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We maintain  "disclosure  controls and  procedures,"  as such term is defined in
Rule 13a-15(e) under the Securities  Exchange Act of 1934 (the "Exchange  Act"),
that are  designed to ensure that  information  required to be  disclosed in our
Exchange Act reports is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities  and  Exchange  Commission  rules and
forms,  and  that  such  information  is  accumulated  and  communicated  to our
management,  including our Chief Executive Officer and Chief Financial  Officer,
as appropriate,  to allow timely decisions  regarding  required  disclosure.  We
conducted an evaluation (the  "Evaluation"),  under the supervision and with the
participation of our Chief Executive Officer ("CEO") and Chief Financial Officer
("CFO"),  of the  effectiveness  of the design and  operation of our  disclosure
controls  and  procedures  ("Disclosure  Controls")  as of the end of the period
covered by this report  pursuant to Rule 13a-15 of the  Exchange  Act.  Based on
this  Evaluation,  our  President has  concluded  that the Company's  disclosure
controls and procedures were not effective  because of the  identification  of a
material  weakness in our internal  control over  financial  reporting  which is
identified below,  which we view as an integral part of our disclosure  controls
and procedures.

CHANGES IN INTERNAL CONTROL

We have also evaluated our internal control over financial reporting,  and there
have been no  significant  changes in our internal  controls or in other factors
that could significantly affect those controls as of February 28, 2010.

LIMITATIONS ON THE EFFECTIVENESS OF CONTROLS

Our  management,  including our CEO and CFO, does not expect that our Disclosure
Controls and internal  controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated,  can provide only reasonable,
not  absolute,  assurance  that the  objectives  of the control  system are met.
Further,  the design of a control  system  must  reflect the fact that there are
resource  constraints,  and the benefits of controls must be considered relative
to their costs.  Because of the inherent  limitations in all control systems, no
evaluation of controls can provide  absolute  assurance  that all control issues
and instances of fraud,  if any,  within the Company have been  detected.  These
inherent limitations include the realities that judgments in decision-making can
be faulty,  and that  breakdowns can occur because of a simple error or mistake.
Additionally,  controls  can be  circumvented  by the  individual  acts  of some
persons,  by collusion of two or more people, or by management or board override
of the control.

The  design  of any  system  of  controls  also is  based in part  upon  certain
assumptions about the likelihood of future events, and there can be no assurance
that any design will succeed in achieving  its stated goals under all  potential
future conditions;  over time, controls may become inadequate because of changes
in conditions,  or the degree of compliance  with the policies or procedures may
deteriorate.  Because of the inherent  limitations in a  cost-effective  control
system, misstatements due to error or fraud may occur and not be detected.

CEO AND CFO CERTIFICATIONS

Appearing  immediately following the Signatures section of this report there are
Certifications  of the CEO and the  CFO.  The  Certifications  are  required  in
accordance with Section 302 of the  Sarbanes-Oxley  Act of 2002 (the Section 302
Certifications).  This Item of this report,  which you are currently  reading is
the  information  concerning  the  Evaluation  referred  to in the  Section  302
Certifications  and this  information  should  be read in  conjunction  with the
Section  302  Certifications  for a more  complete  understanding  of the topics
presented.

                                       32
<PAGE>
MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control  over  financial  reporting,  as  defined in Rules  13a-15(f)  under the
Exchange Act.

The  management  of the Company  assessed  the  effectiveness  of the  Company's
internal  control over financial  reporting  based on the criteria for effective
internal   control   over   financial   reporting    established   in   Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting
such assessments.  Based on this assessment,  management determined that, during
the year ended July 31, 2009,  our internal  controls  and  procedures  were not
effective  to detect the  inappropriate  application  of US GAAP rules,  as more
fully described  below.  This was due to deficiencies in the design or operation
of the Company's internal control that adversely affected the Company's internal
controls and that may be considered to be material weaknesses.

Management identified the following material weaknesses in internal control over
financial reporting:

1. The Company has limited  segregation of duties which is not  consistent  with
good internal control procedures.

2. The Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the  future.  This lack of a written  internal  control  procedurals
manual does not meet the requirements of the SEC or good internal controls.

Management  believes  that the  material  weaknesses  set forth in items 1 and 2
above did not have an affect on the Company's financial results.

The  Company  and its  management  will  endeavor  to  correct  the above  noted
weaknesses in internal control once it has adequate funds to do so.

Management  will  continue  to monitor and  evaluate  the  effectiveness  of the
Company's  internal  controls  and  procedures  and its internal  controls  over
financial  reporting on an ongoing  basis and are  committed  to taking  further
action and implementing  additional  enhancements or improvements,  as necessary
and as funds allow.

This  annual  report  does not include an  attestation  report of the  company's
registered  public  accounting  firm regarding  internal  control over financial
reporting.  Management's  report was not subject to attestation by the company's
registered  public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit the company to provide only the management's
report in this annual report.

AUDIT COMMITTEE REPORT

Our Board of Directors has not  established an audit  committee.  The respective
role of an audit committee has been conducted by our Board of Directors.  We are
contemplating  establishment of an audit committee during fiscal year 2011. When
established,  the audit  committee's  primary function will be to provide advice
with  respect to our  financial  matters and to assist our Board of Directors in
fulfilling its oversight  responsibilities  regarding finance,  accounting,  and
legal compliance. The audit committee's primary duties and responsibilities will
be to: (i) serve as an independent  and objective party to monitor our financial
reporting  process and  internal  control  system;  (ii) review and appraise the
audit  efforts of our  independent  accountants;  (iii)  evaluate our  quarterly
financial performance as well as its compliance with laws and regulations;  (iv)
oversee  management's  establishment  and enforcement of financial  policies and
business  practices;  and (v) provide an open avenue of communication  among the
independent accountants, management and our Board of Directors.

ITEM 9B. OTHER INFORMATION

None.

                                       33
<PAGE>
                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

All of our directors  hold office until the next annual  general  meeting of the
shareholders or until their  successors are elected and qualified.  Our officers
are  appointed  by our board of directors  and hold office  until their  earlier
death, retirement, resignation or removal.

Our sole  director and  executive  officer,  his age and  positions  held are as
follows:

    Name              Age                  Position with the Company
    ----              ---                  -------------------------

Garry E. Wong         64       President/Chief Executive Officer/Chief Financial
                               Officer and a Director

BUSINESS EXPERIENCE

The following is a brief account of the education and business experience of our
director,  executive  officer  and key  employee  during  at least the past five
years,  indicating his principal  occupation during the period, and the name and
principal  business of the organization by which he was employed,  and including
other directorships held in reporting companies.

GARRY E. WONG. Mr. Wong has been our President,  Chief Executive Officer,  Chief
Financial Officer,  Secretary,  Treasurer and a director since inception. He has
been a  Practicing  Member  of the  Law  Society  of  British  Columbia,  Canada
continuously  from 1967 to date.  During this time he  practiced as a partner in
three  different  Vancouver  law  firms  and for  1993 to  2002  practiced  in a
partnership called Wong Hui & Associates. Since 2002 he has been practicing as a
sole proprietorship.  Mr. Wong specialized in corporate and commercial law, real
estate  and real  estate  financing.  He has  served as a  director  of  various
companies and has also served as a director and president of a number of not for
profit  organizations  such as the  Zajac  Foundation  and the  Mount St  Joseph
Hospital  foundation.  Mr. Wong  received  his  Bachelor of Arts Degree from the
University  of  Washington in 1966 and received his Bachelor of law from Osgoode
Hall at York University, Toronto, Ontario, Canada.

During the past five years,  Mr. Wong has not been the subject of the  following
events:

     *    Any bankruptcy  petition filed by or against any business of which Mr.
          Wong was a general partner or executive  officer either at the time of
          the bankruptcy or within two years prior to that time.
     *    Any conviction in a criminal  proceeding or being subject to a pending
          criminal proceeding.
     *    An order, judgment, or decree, not subsequently reversed, suspended or
          vacated,  or any  court  of  competent  jurisdiction,  permanently  or
          temporarily enjoining,  barring,  suspending or otherwise limiting Mr.
          Wong's  involvement  in any type of  business,  securities  or banking
          activities.
     *    Found by a court of competent  jurisdiction  (in a civil action),  the
          Securities  and Exchange  Commission or the Commodity  Future  Trading
          Commission  to  have  violated  a  federal  or  state   securities  or
          commodities law, and the judgment has not been reversed,  suspended or
          vacated.

CONFLICTS OF INTEREST

 We believe that Mr. Wong is not subject to conflicts of interest. No policy has
been implemented or will be implemented to address conflicts of interest.

                                       34
<PAGE>
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

Other than as described in this section, to our knowledge,  during the past five
years,  no present or former director or executive  officer of our company:  (1)
filed a petition under the federal  bankruptcy laws or any state insolvency law,
nor had a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person,  or any partnership in which he or she was
a general partner at or within two years before the time of such filing,  or any
corporation or business  association of which he was an executive officer within
two years  before  the time of such  filing;  (2) was  convicted  in a  criminal
proceeding or named subject of a pending criminal proceeding  (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree,  not  subsequently  reversed,  suspended or vacated,  of any court of
competent jurisdiction,  permanently or temporarily enjoining him or her from or
otherwise limiting the following activities:  (i) acting as a futures commission
merchant,   introducing  broker,  commodity  trading  advisor,   commodity  pool
operator, floor broker, leverage transaction merchant,  associated person of any
of the foregoing, or as an investment advisor, underwriter,  broker or dealer in
securities,  or as an affiliated person,  director of any investment company, or
engaging  in or  continuing  any conduct or  practice  in  connection  with such
activity; (ii) engaging in any type of business practice;  (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state  securities laws or federal
commodity  laws;  (4) was the  subject of any  order,  judgment  or decree,  not
subsequently  reversed,  suspended or vacated, of any federal or state authority
barring,  suspending  or  otherwise  limiting for more than 60 days the right of
such person to engage in any activity  described above under this Item, or to be
associated with persons  engaged in any such activity;  (5) was found by a court
of competent  jurisdiction  in a civil action or by the  Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in  subsequently  reversed,  suspended  or  vacate;  (6) was found by a court of
competent  jurisdiction  in a civil action or by the Commodity  Futures  Trading
Commission  to have  violated any federal  commodities  law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.

AUDIT COMMITTEE AND CHARTER

We have a separately designated, independent audit committee comprised of all of
our directors.  The audit  committee was established in the last thirty days and
has not met. A copy of the audit  committee  charter is filed with this  report.
Audit committee functions are performed by our board of directors,  none of whom
are deemed independent. All directors also hold positions as our officers. Audit
committee  responsibilities that the board currently fulfills are: (1) selection
and oversight of our independent accountant; (2) establishing procedures for the
receipt,  retention and treatment of complaints regarding  accounting,  internal
controls and auditing matters; (3) establishing procedures for the confidential,
anonymous  submission by future employees of concerns  regarding  accounting and
auditing  matters;  (4)  engaging  outside  advisors;  and,  (5) funding for the
outside auditors and any outside advisors engagement by the audit committee.

AUDIT COMMITTEE FINANCIAL EXPERT

Garry E. Wong, our sole officer and director,  does not have the  qualifications
or  experience  to be  considered  a  financial  expert.  Because of our limited
operations,  we believe the services of a financial  expert are not warranted at
this time.

CODE OF ETHICS

We have  adopted a  corporate  code of ethics.  We believe our code of ethics is
reasonably  designed to deter wrongdoing and promote honest and ethical conduct;
provide full, fair,  accurate,  timely and  understandable  disclosure in public
reports;  comply with applicable laws; ensure prompt internal  reporting of code
violations;  and provide accountability for adherence to the code. A copy of our
Code of Ethics is filed as an exhibit to this report.

DISCLOSURE COMMITTEE AND CHARTER

We have a disclosure  committee and disclosure  committee charter. A copy of the
disclosure  committee  charter  is  filed  as an  exhibit  to this  report.  Our
disclosure  committee is comprised  of all of our  officers and  directors.  The
purpose of the committee is to provide assistance to the Chief Executive Officer
and the Chief Financial Officer in fulfilling their  responsibilities  regarding
the  identification  and  disclosure  of material  information  about us and the
accuracy, completeness and timeliness of our financial reports.

                                       35
<PAGE>
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Section 16(a) of the Exchange Act requires our  directors and officers,  and the
persons who  beneficially own more than ten percent of our common stock, to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission.  Copies of all filed  reports  are  required to be  furnished  to us
pursuant to Rule 16a-3  promulgated  under the Exchange Act. Based solely on the
reports received by us and on the  representations of the reporting persons,  we
believe that these persons have complied with all applicable filing requirements
during the fiscal year ended February 28, 2010.

ITEM 11. EXECUTIVE COMPENSATION

The  following  table sets forth the  compensation  paid to our Chief  Executive
Officer and those  executive  officers that earned in excess of $100,000  during
fiscal years ended  February 28, 2010 and February 28, 2009  (collectively,  the
"Named Executive Officers"):

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>

                                                                   Non-Equity      Nonqualified
 Name and                                                           Incentive        Deferred
 Principal                                   Stock      Option        Plan         Compensation     All Other
 Position       Year   Salary($)  Bonus($)  Awards($)  Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----   ---------  --------  ---------  ---------  ---------------   -----------   ---------------  ---------
<S>             <C>    <C>        <C>        <C>       <C>        <C>               <C>           <C>              <C>
Garry E. Wong,  2009     -0-        -0-        -0-        -0-           --               --             -0-           -0-
President,      2010     -0-        -0-        -0-        -0-           --               --             -0-           -0-
CEO and CFO
</TABLE>

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED FEBRUARY 28, 2010

The following  table sets forth  information as at February 28, 2010 relating to
Stock Options that have been granted to the Named Executive Officers.

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

<TABLE>
<CAPTION>
                                      Option Awards                                           Stock Awards
          ---------------------------------------------------------------   -----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                            Equity                                                    Number of    Value of
                                           Incentive                           Number                 Unearned     Unearned
                                          Plan Awards;                           of        Market      Shares,      Shares,
            Number of      Number of       Number of                           Shares     Value of    Units or     Units or
           Securities     Securities      Securities                          or Units   Shares or     Other         Other
           Underlying     Underlying      Underlying                          of Stock    Units of     Rights       Rights
           Unexercised    Unexercised     Unexercised   Option     Option       That     Stock That     That         That
            Options         Options        Unearned    Exercise  Expiration   Have Not    Have Not    Have Not     Have Not
Name      Exercisable(#) Unexercisable(#)  Options(#)   Price($)    Date      Vested(#)   Vested($)   Vested(#)    Vested(#)
----      -------------- ---------------- ----------    -----       ----      ---------   ---------   ---------    ---------
<S>            <C>            <C>           <C>        <C>         <C>         <C>        <C>         <C>         <C>
Garry E.      -0-             -0-            -0-          -0-        -0-         -0-         -0-         -0-          -0-
Wong,
President,
CEO and CFO
</TABLE>

                                       36
<PAGE>
The following table sets forth information relating to compensation paid to our
directors during fiscal years ended February 28, 2010:

                          DIRECTOR COMPENSATION TABLE

<TABLE>
<CAPTION>
                 Fees                              Non-Equity      Nonqualified
                Earned                             Incentive         Deferred
               Paid in      Stock      Option        Plan          Compensation      All Other
    Name       Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----       -------     ---------  ---------  ---------------    -----------    ---------------   --------
<S>           <C>       <C>        <C>           <C>             <C>            <C>              <C>
Garry E. Wong    -0-          -0-        -0-           -0-              -0-              -0-            -0-
</TABLE>

EMPLOYMENT AND CONSULTING AGREEMENTS

As of the date of this Annual  Report,  we are not a party to any  employment or
consulting agreement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS

As of the date of this Annual  Report,  the  following  table sets forth certain
information with respect to the beneficial ownership of our common stock by each
stockholder known by us to be the beneficial owner of more than 5% of our common
stock and by each of our current directors and executive  officers.  Each person
has sole voting and investment power with respect to the shares of common stock,
except  as  otherwise  indicated.  Beneficial  ownership  consists  of a  direct
interest in the shares of common stock, except as otherwise indicated. As of the
date of this Annual Report,  there are 130,110,000 shares of common stock issued
and outstanding.

    Name and Address               Amount and Nature of        Percentage of
 of Beneficial Owner(1)           Beneficial Ownership(1)   Beneficial Ownership
 ----------------------           -----------------------   --------------------

DIRECTORS AND OFFICERS:

Garry Wong                               88,500,000                68.0%
2366 Wall Street, Suite 407
Vancouver, British Columbia,
Canada V5L 4Y1

All executive officers and
 directors as a group (1 persons)        88,500,000                68.0%

----------
(1)  Under Rule 13d-3, a beneficial owner of a security includes any person who,
     directly or indirectly, through any contract,  arrangement,  understanding,
     relationship,  or otherwise has or shares: (i) voting power, which includes
     the power to vote, or to direct the voting of shares;  and (ii)  investment
     power,  which  includes the power to dispose or direct the  disposition  of
     shares.  Certain shares may be deemed to be beneficially owned by more than
     one person (if, for example,  persons  share the power to vote or the power
     to  dispose  of  the  shares).  In  addition,   shares  are  deemed  to  be
     beneficially  owned by a person if the person has the right to acquire  the
     shares (for example, upon exercise of an option) within 60 days of the date
     as of which the  information  is  provided.  In  computing  the  percentage
     ownership  of any  person,  the amount of shares  outstanding  is deemed to
     include  the amount of shares  beneficially  owned by such person (and only
     such  person)  by  reason of these  acquisition  rights.  As a result,  the
     percentage of outstanding  shares of any person as shown in this table does
     not necessarily  reflect the person's actual ownership or voting power with
     respect to the number of shares of common stock actually  outstanding as of
     the date of this Annual Report. As of the date of this Annual Report, there
     are 130,110,000 shares issued and outstanding. .

                                       37
<PAGE>
FUTURE SALES BY EXISTING STOCKHOLDERS

In August 2004,  3,500,000  shares of common stock were issued to Garry E. Wong,
our sole executive  officer and director,  on June 24, 2008 85,000,000 shares of
common stock were issued to Garry E. Wong.  The foregoing  88,500,000  shares of
common stock are restricted securities,  as defined in Rule 144 of the Rules and
Regulations of the SEC promulgated under the Securities Act. Under Rule 144, the
shares can be publicly sold, subject to volume  restrictions and restrictions on
the manner of sale,  commencing  six months  after their  acquisition.  Rule 144
provides that a person may not sell more than 1% of the total outstanding shares
in any three  month  period  and the  sales  must be sold  either in a  broker's
transaction or in a transaction  directly with a market maker.  Currently,  Rule
144  is  unavailable  for  the  resale  of the  foregoing  shares  since  we are
considered  a  "shell  company"  as that  term  is  defined  in Rule  405 of the
Securities  Act of 1933. We currently  have  130,110,000  shares of common stock
outstanding.  Of the  130,110,000  shares  outstanding,  88,500,000  shares  are
restricted  securities as that term is defined in Regulation D of the Securities
Act of 1933. The remaining  41,610,000 shares of common stock held by 33 persons
are being  registered by way of an S1  Registration  Statement which will permit
these shares to be resold at anytime pursuant to the exemption from registration
contained in Section 4(1) of the Securities Act of 1933.

DESCRIPTION OF OUR SECURITIES

COMMON STOCK

Our authorized capital stock consists of 200,000,000 shares of common stock, par
value $0.0001 per share. The holders of our common stock:

     *    have equal ratable rights to dividends from funds legally available if
          and when declared by our board of directors;
     *    are  entitled  to share  ratably  in all of our assets  available  for
          distribution to holders of common stock upon liquidation,  dissolution
          or winding up of our affairs;
     *    do not have  preemptive,  subscription or conversion  rights and there
          are no redemption or sinking fund provisions or rights; and
     *    are  entitled to one  non-cumulative  vote per share on all matters on
          which stockholders may vote.

NON-CUMULATIVE VOTING

Holders  of shares of our common  stock do not have  cumulative  voting  rights,
which means that the holders of more than 50% of the outstanding shares,  voting
for the election of directors,  can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors.

CASH DIVIDENDS

As of the  date  of  this  report,  we have  not  paid  any  cash  dividends  to
stockholders.  The  declaration  of any  future  cash  dividend  will  be at the
discretion of our board of directors and will depend upon our earnings,  if any,
our  capital   requirements  and  financial   position,   our  general  economic
conditions,  and other pertinent conditions.  It is our present intention not to
pay any cash  dividends  in the  foreseeable  future,  but  rather  to  reinvest
earnings, if any, in our business operations.

ANTI-TAKEOVER PROVISIONS

There  are no  Nevada  anti-takeover  provisions  that may have  the  affect  of
delaying or preventing a change in control. 78.378 through 78.3793 of the Nevada
Revised  Statutes relates to control share  acquisitions  that may delay to make
more difficult acquisitions or changes in our control,  however, they only apply
when we have 200 or more  stockholders  of  record,  at least  100 of whom  have
addresses  in the  state of  Nevada  appearing  on our  stock  ledger  and we do
business in this state directly or through an affiliated corporation. Neither of
the  foregoing  events  seems  likely  to  occur.  Currently,  we have no Nevada
shareholders.  Further,  we do not do business in Nevada  directly or through an
affiliate corporation and we do not intend to do business in the state of Nevada
in the future.

Accordingly,  there are no  anti-takeover  provisions  that  have the  affect of
delaying or preventing a change in our control.

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<PAGE>
REPORTS

We are  required to file Forms 10-K,  10-Q,  and 8-K. You may read copies of any
materials we file with the SEC at the SEC Public Reference Room at 100 F Street,
N.E., Washington, D.C. 20549. You may obtain information on the operation of the
Public  Reference  Room by  calling  the  SEC at  1-800-SEC-0330.  The SEC  also
maintains an Internet site that will contain  copies of the reports we file. The
address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

Our stock transfer agent for our securities is Island Stock Transfer, 100 Second
Avenue S., Suite 104N, St Petersburg, Florida, 33701 and its telephone number is
(727) 289-00102.

CHANGES IN CONTROL

We are unaware of any contract, or other arrangement or provision, the operation
of which may at a subsequent date result in a change of control of our company.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR
         INDEPENDENCE

None of our directors, officers or principal stockholders,  nor any associate or
affiliate  of the  foregoing,  have any  interest,  direct or  indirect,  in any
transaction or in any proposed  transactions,  which has materially  affected or
will materially affect us during fiscal year ended February 28, 2010.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended February 28, 2010, we incurred  approximately $7,500 in
fees to our principal independent  accountant for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
February  28,  2010  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2009, August 31, 2009 and November 30, 2009.

During fiscal year ended February 28, 2009, we incurred approximately $10,175 in
fees to our principal independent accountants for professional services rendered
in connection  with the audit of our financial  statements for fiscal year ended
February  28,  2009  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2008, August 31, 2008 and November 30, 2008.

During fiscal year ended  February 28, 2010, we did not incur any other fees for
professional services rendered by our principal  independent  accountant for all
other non-audit  services which may include,  but is not limited to, tax-related
services, actuarial services or valuation services.

                                       39
<PAGE>
ITEM 15. EXHIBITS AND FINANCIAL SCHEDULES

The following exhibits are filed as part of this Annual Report.

Exhibit No.                              Document
-----------                              --------

 3.1          Articles of Incorporation (1)

 3.2          Bylaws (1)

10.1          Mineral Property Purchase Agreement dated February 4, 2010 between
              Deer Bay Resources Inc. and Teuton Resources Corp.

10.2          Geology  Report on Emory Creek Claims by Glen  Macdonald,  P. Geo,
              dated February 10, 2010

31.1          Certification  of Chief  Executive  Officer  and  Chief  Financial
              Officer  Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities
              Exchange Act.

32.1          Certification  of Chief  Executive  Officer  and  Chief  Financial
              Officer Under  Section 1350 as Adopted  Pursuant to Section 906 of
              the Sarbanes-Oxley Act.

----------
(1)  Incorporated  by reference  from  Registration  Statement on Form S-1 filed
     with the Securities and Exchange Commission on November 28, 2008.

                                       40
<PAGE>
                                   SIGNATURES

In accordance  with Section 13 or 15(d) of the  Securities and Exchange Act, the
registrant  caused  this  report to be signed on its behalf by the  undersigned,
thereunto duly authorized, on this 18th day of May, 2010.

                           DEER BAY RESOURCES INC.


                           BY: /s/ Garry E. Wong
                               -------------------------------------------------
                               Garry E. Wong, President, Chief Executive Officer
                               Chief Financial Officer, Secretary, Treasurer,
                               Director

In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  registrant and in the capacities and on the
dated indicated.

      Signature                             Title                       Date
      ---------                             -----                       ----


/s/ Garry E. Wong             President, Chief Executive Officer,   May 18, 2010
---------------------------   Chief Financial Officer, Secretary,
Garry E. Wong                 Treasurer and Director


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