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, 2009

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

    For the transition period from ____________ to ____________

                         Commission File No. 333-1557893

                             Deer Bay Resources Inc.
                 (Name of small business issuer in its charter)

             Nevada                                                 n/a
  (State or other jurisdiction                                (I.R.S. Employer
of incorporation or organization)                            Identification No.)

                        133 W. Broadway Street, Suite 678
                           Vancouver, British Columbia
                                 Canada V6H 4C1
                    (Address of principal executive offices)

                                 (604) 721-2001
                          (Issuer's telephone number)

Securities registered pursuant to                          Name of each exchange
    Section 12(b) of the Act:                               on which registered:
                                      None

          Securities registered pursuant to Section 12(g) of the Act:
                              Common Stock, $0.0001
                                (Title of Class)

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

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

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

Indicate by checkmark  whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

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

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates  computed by reference to the price at which the common equity
was sold,  or the average bid and asked  price of such  common  equity,  as of a
specified date within the past 60 days. May 28, 2009: n/a. .

     ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                       N/A

Check  whether the issuer has filed all  documents  and  reports  required to be
filed by Section 12, 13 and 15(d) of the  Securities  Exchange Act of 1934 after
the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

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

       Class                                     Outstanding as of June 12, 2009
       -----                                     -------------------------------
Common Stock, $0.0001                                     130,110,000

                       DOCUMENTS INCORPORATED BY REFERENCE

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

                                       N/A

Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
<PAGE>
                             DEER BAY RESOURCES INC.
                                    Form 10-K

                                      INDEX

Item 1.   Business                                                             4

Item 1A.  Risk Factors                                                         8

Item 1B.  Unresolved Staff Comments                                           18

Item 2.   Properties                                                          18

Item 3.   Legal Proceedings                                                   18

Item 4.   Submission of Matters to a Vote of Security Holders                 18

Item 5.   Market for Registrant's Common Equity, Related Stockholder
          Matters and Issuer Purchases of Equity Securities                   18

Item 6.   Selected Financial Data                                             20

Item 7.   Management's Discussion and Analysis of Financial Condition
          and Results of Operation                                            21

Item 8.   Financial Statements and Supplemental Data                          26

Item 9.   Changes in and Disagreements With Accountants on Accounting
          and Financial Disclosure                                            35

Item 9A.  Controls and Procedures                                             35

Item 9B   Other Information                                                   36

Item 10.  Directors, Executive Officers and Corporate Governance              36

Item 11.  Executive Compensation                                              38

Item 12.  Security Ownership of Certain Beneficial Owners and Management
          and Related Stockholder Matters                                     39

Item 13.  Certain Relationships and Related Transactions and Director
          Independence                                                        40

Item 14.  Principal Accountant Fees and Services                              40

Item 15.  Exhibits and Financial Statement Schedules                          41

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

AVAILABLE INFORMATION

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

GLOSSARY

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

ARKOSE - a feldspar-rich sandstone.

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

CHLORITIZATION - The conversion of or replacement by chlorite.

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

ELECTRO-MAGNETIC  ("EM") SURVEY - A geophysical survey method which measures the
electromagnetic properties of rocks.

FAULT - a fracture or break in rock along which there has been movement.

FLUVIAL: Of or pertaining to a river or rivers

GAMMA  LOG - A type of survey  that  records  the  amount  of  radiation  in the
surrounding rock.

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

                                       3
<PAGE>
GRANITE - any holocrystalline, quartz-bearing plutonic rock.

HEMATITE - An oxide of iron, and one of iron's most common ore minerals.

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

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

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

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

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

SYNCLINE - A down-arching fold in bedded rocks

TUFF - A general term for all consolidated pyroclastic rocks.

                                     PART I

ITEM 1. BUSINESS

BUSINESS DEVELOPMENT

Deer Bay Resources Inc. was  incorporated  under the laws of the State of Nevada
on August 25, 2004 under the name "Deer Bay Resources Inc.". Since inception, we
have been  engaged in the business of  acquisition  and  exploration  of mineral
properties in North  American.  As of the date of this Annual  Report,  our main
focus is the identification,  acquisition and exploration of mineral properties,
which  has  resulted  in the  acquisition  of  our  interest  in the  properties
discussed  below. We are an exploration  stage company and there is no assurance
that a commercially viable mineral deposit exists on any of our properties,  and
that further  exploration  will be required before a final  evaluation as to the
economic and legal feasibility is determined.

On  November  28,  2008,  we  filed a  registration  statement  on Form S-1 (the
"Registration  Statement")  with the  Securities  and Exchange  Commission.  The
Registration  Statement  went  effective on December 11, 2008. As of the date of
this Annual Report, we intend to file the appropriate  documentation to commence
trading our shares of common stock on the Over-the-Counter Bulletin Board.

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<PAGE>
Please note that throughout this Annual Report,  and unless otherwise noted, the
words "we," "our," "us," the "Company," or "Deer Bay Resources."  refers to Deer
Bay Resources Inc.

TRANSFER AGENT

Our transfer agent is Island Stock Transfer, 100 Second Avenue S, Suite 104N St.
Petersburg, Fl 33701.

CURRENT BUSINESS OPERATIONS

Since inception, we were an exploration stage company engaged in the acquisition
and  exploration  of mineral  properties.  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.

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 has expired.

MINERAL PROPERTIES

BRITISH COLUMBIA CLAIM

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").  As of the date of this Annual Report, the British Columbia Claim is in
good standing.

During  fiscal year ended  February 28, 2009,  we paid $5,000 to a geologist for
analysis of the property  underlying our British  Columbia  Claim. We obtained a
geological  report on the property  underlying our British  Columbia Claim.  The
geology  report  dated  June 5,  2008  recommended  that a Phase  I  program  of
geological  mapping,  sampling and  prospecting  be undertaken to further define
areas of potential interest. The first priority should be 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 out,  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.

                                       5
<PAGE>
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.

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
        ---------------------      -----------------         -----------

           #574831 Emmy                   418              January 25, 2009

The British Columbia Claim consists of one mineral claim  representing 320 units
listed in the table below:  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 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  five  kilometers  north of the mine area and
approximately eleven 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 south west 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 British Columbia
Claim and potential for minerals.  Our initial program should subsequently 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 British Columbia Claim delineating the favorable
areas.  Samples should be carefully 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

                                       6
<PAGE>
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  leases for  exploration  potential and obtain further
          funding to acquire new development 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,  labour 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.

MINERALS EXPLORATION REGULATION

Our  minerals  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.  Minerals exploration
is also  subject  to risks and  liabilities  associated  with  pollution  of the
environment  and  disposal of waste  products  occurring  as a result of mineral
exploration  and  production.  Compliance  with these laws and  regulations  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. In general, our exploration and production activities are subject to
certain foreign  regulations,  and may be subject to Canadian or 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

                                       7
<PAGE>
and  regulations,  whether foreign 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.

Minerals  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.  Minerals
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. Minerals 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 drilling  methods and  equipment.
Various permits from government  bodies are required for drilling  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  Annual
Report,  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.

RESEARCH AND DEVELOPMENT ACTIVITIES

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

EMPLOYEES

We do not employ any persons on a full-time or on a part-time basis.  Garry Wong
is our President and Chief Executive Officer and Chief Financial Officer.  These
individuals are primarily responsible for all our day-to-day  operations.  Other
services are provided by outsourcing, consultant, and special purpose contracts.

ITEM 1A. RISK FACTORS

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

                                       8
<PAGE>
RISKS RELATED TO OUR BUSINESS

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

We will  require  significant  additional  financing  in order to  continue  our
exploration  activities and our  assessment of the  commercial  viability of our
mineral property.  Furthermore, if the costs of our planned exploration programs
are greater  than  anticipated,  we may have to seek  additional  funds  through
public or private share offerings or arrangements with corporate partners. There
can be no  assurance  that we will be  successful  in our efforts to raise these
require  funds,  or on terms  satisfactory  to us. The continued  exploration of
current and future mineral  properties and the  development of our business will
depend upon our ability to  establish  the  commercial  viability of our mineral
properties  and to  ultimately  develop  cash  flow  from  operations  and reach
profitable operations.  We currently are in the exploration stage and we have no
revenue from operations and we are experiencing  significant negative cash flow.
Accordingly,  the only other  sources  of funds  presently  available  to us are
through the sale of equity and  advances  from  related  parties.  We  presently
believe that debt  financing will not be an alternative to us as our 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 properties. Further, if we
are able to establish that development of our mineral properties is commercially
viable,  our inability to raise additional  financing at this stage would result
in our inability to place our mineral properties into production and recover our
investment.  We may not discover commercially exploitable quantities of minerals
on our properties that would enable us to enter into commercial production,  and
achieve revenues and recover the money we spend on exploration.

Our  properties  do not contain  reserves  in  accordance  with the  definitions
adopted by the  Securities  and Exchange  Commission,  and there is no assurance
that any exploration  programs that we out will establish reserves.  Our mineral
properties are in the exploration  stage as opposed to the development stage and
have no known body of economic mineralization. The known mineralization at these
projects  has  not yet  been  determined,  and may  never  be  determined  to be
economic.  We plan to conduct  further  exploration  activities  on our  mineral
property,  which future  exploration  may include the  completion of feasibility
studies necessary to evaluate whether commercial  mineable minerals exist on our
property. There is a substantial risk that these exploration activities will not
result in discoveries of commercially  recoverable  quantities of minerals.  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.

     OUR EXPLORATION  ACTIVITIES ON OUR MINERAL PROPERTY MAY NOT BE COMMERCIALLY
     SUCCESSFUL,  WHICH  COULD  LEAD US TO  ABANDON  OUR  PLANS TO  DEVELOP  THE
     PROPERTY AND OUR INVESTMENTS IN EXPLORATION.

Our  long-term  success  depends  on  our  ability  to  establish   commercially
recoverable  quantities of minerals on our properties that can then be developed
into  commercially  viable  mining  operations.  Mineral  exploration  is highly
speculative  in nature,  involves many risks and is  frequently  non-productive.
These risks include unusual or unexpected geologic formations, and the inability

                                       9
<PAGE>
to obtain  suitable or adequate  machinery,  equipment or labor.  The success of
mineral   exploration  is  determined  in  part  by  the  following  factors:

     *    identification  of  potential   mineralization  based  on  superficial
          analysis;
     *    availability of government-granted exploration permits;
     *    the quality of management and geological and technical expertise; and
     *    the capital available for exploration.

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

     CERTAIN MINERAL PRICES MAY NOT SUPPORT CORPORATE PROFIT.

Certain mineral prices have been highly  volatile,  and are affected by numerous
international economic and political factors which we have no control. The price
of certain  minerals  is  affected  by  numerous  factors  beyond  our  control,
including the demand, increased supplies from both existing and new mines, sales
of the mineral from existing government  stockpiles,  and political and economic
conditions.  Our long-term success is highly dependent upon the price of certain
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 such
mineral.  If a  profitable  market  does  not  exist,  we  could  have to  cease
operations.

     OUR BUSINESS IS DIFFICULT TO EVALUATE  BECAUSE WE HAVE A LIMITED  OPERATING
     HISTORY.

In considering  whether to invest in our common stock,  you should consider that
our  inception  was  August 25,  2004 and,  as a result,  there is only  limited
historical financial and operating  information  available on which to base your
evaluation of our performance.  In addition,  we have only recently  acquired or
will  acquire  our  primary  mineral  exploration  prospect  located  in British
Columbia,   Canada  and  elsewhere  with  limited   experience  in  early  stage
exploration efforts.

     WE HAVE A HISTORY OF  OPERATING  LOSSES AND THERE CAN BE NO  ASSURANCES  WE
     WILL BE PROFITABLE IN THE FUTURE.

We have a history of operating losses,  expect to continue to incur losses,  and
may never be  profitable,  and we must be  considered  to be in the  exploration
stage.  Further,  we have been  dependent on sales of our equity  securities and

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debt financing to meet our cash  requirements.  We have incurred losses totaling
approximately  $76,763 from August 25, 2004 (inception) to February 28, 2009. As
of February 29, 2009, we had an accumulated  deficit of $76,763 and had incurred
losses of $46,687 during fiscal year ended February 29, 2009. Further, we do not
expect  positive  cash  flow  from  operations  in the  near  term.  There is no
assurance  that  actual  cash  requirements  will not exceed our  estimates.  In
particular,  additional capital may be required in the event that: (i) the costs
to acquire  additional  mineral  exploration  claims are more than we  currently
anticipate; (ii) exploration and or future potential mining costs for additional
claims increase  beyond our  expectations;  or (iii) we encounter  greater costs
associated with general and administrative expenses or offering costs.

     FUTURE   PARTICIPATION  IN  AN  INCREASED  NUMBER  OF  MINERAL  EXPLORATION
     PROSPECTS WILL REQUIRE SUBSTANTIAL CAPITAL EXPENDITURES.

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

The  financial  statements  for the fiscal  years  ended  February  28, 2009 and
February 29, 2008 have been prepared "assuming that the Company will continue as
a going concern," which contemplates that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.  Our ability
to continue as a going  concern is  dependent on raising  additional  capital to
fund our operations and ultimately on generating future  profitable  operations.
There can be no assurance  that we will be able to raise  sufficient  additional
capital or eventually  have positive cash flow from operations to address all of
our cash flow needs. If we are not able to find  alternative  sources of cash or
generate positive cash flow from operations,  our business and shareholders will
be materially and adversely affected.  See "Item 7. Management's  Discussion and
Analysis of Financial Condition and Results of Operation - Going Concern."

     WE WILL REQUIRE ADDITIONAL FUNDING IN THE FUTURE.

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

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

Such  acquisitions  may  pose  substantial  risks  to  our  business,  financial
condition, and results of operations. In pursuing acquisitions,  we will compete
with other companies,  many of which have greater  financial and other resources
to  acquire  attractive  properties.  Even  if we are  successful  in  acquiring

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<PAGE>
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  INDUSTRY
     WITHOUT PROFITABLE OPERATING HISTORY.

Since inception,  our activities have been limited to organizational efforts and
obtaining  working  capital.  It has only  been  since  2007  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  acquisition and exploration is subject to many risks and if
minerals   are  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 minerals are 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 the 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, IF APPLICABLE,  MINING COULD
     CAUSE PERSONAL  INJURY OR DEATH,  ENVIRONMENTAL  DAMAGE,  DELAYS IN MINING,
     MONETARY LOSSES AND POSSIBLE LEGAL LIABILITY.

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

     THE MINERAL EXPLORATION AND MINING INDUSTRY IS HIGHLY COMPETITIVE AND THERE
     IS NO ASSURANCE THAT WE WILL BE SUCCESSFUL.

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

                                       12
<PAGE>
properties and to discover productive  prospects in the future will be dependent
upon our ability to evaluate and select  suitable  properties  and to consummate
transactions in a highly competitive environment.  In addition,  because we have
fewer financial and human resources than many companies in our industry,  we may
be at a disadvantage in bidding for exploratory  prospects and producing mineral
properties.

     THE  MARKETABILITY OF CERTAIN MINERALS WILL BE AFFECTED BY NUMEROUS FACTORS
     BEYOND OUR CONTROL WHICH MAY RESULT IN US NOT RECEIVING AN ADEQUATE  RETURN
     ON INVESTED CAPITAL TO BE PROFITABLE OR VIABLE.

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

     MINERAL MINING  OPERATIONS ARE SUBJECT TO COMPREHENSIVE  REGULATION,  WHICH
     MAY CAUSE SUBSTANTIAL  DELAYS OR REQUIRE CAPITAL OUTLAYS IN EXCESS OF THOSE
     ANTICIPATED, CAUSING AN ADVERSE EFFECT ON OUR BUSINESS OPERATIONS.

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

     MINERAL   EXPLORATION   AND  MINING   ACTIVITIES  ARE  SUBJECT  TO  CERTAIN
     ENVIRONMENTAL  REGULATIONS,  WHICH MAY PREVENT OR DELAY THE COMMENCEMENT OR
     CONTINUANCE OF OUR OPERATIONS.

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

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

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

We own certain  mineral  claims 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 these claims,  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 mineral claims 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  claims
cover a total area of  approximately  418  hectares.  Thus,  the annual  cost of
compliance  with the Mineral  Tenure Act with  respect to our mineral  claims is
currently  approximately CDN $167 per year. The claims are 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
before  October 31 of each year in order to maintain the claims in good standing
for an additional year. If we fail to meet these requirements on a timely basis,
our mineral claims will lapse.  Accordingly,  you could lose all or part of your
investment in our common stock.

     COSTS ASSOCIATED WITH ENVIRONMENTAL LIABILITIES AND COMPLIANCE MAY INCREASE
     WITH AN INCREASE IN FUTURE SCALE AND SCOPE OF OPERATIONS.

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

     ANY CHANGE IN  GOVERNMENT  REGULATION/ADMINISTRATIVE  PRACTICES  MAY HAVE A
     NEGATIVE IMPACT ON OUR ABILITY TO OPERATE AND OUR PROFITABILITY.

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

                                       14
<PAGE>
     IF WE DO NOT FIND A JOINT VENTURE PARTICIPANT FOR THE CONTINUED EXPLORATION
     OF THE  PROPERTY  UNDERLYING  OUR  MINERAL  CLAIMS,  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
claims. 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  claims  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

     WE MAY BE  UNABLE  TO  RETAIN  KEY  EMPLOYEES  OR  CONSULTANTS  OR  RECRUIT
     ADDITIONAL QUALIFIED PERSONNEL.

Our  extremely  limited  personnel  means  that we  would be  required  to spend
significant  sums of money to locate and train new employees in the event any of
our employees resign or terminate their  employment with us for any reason.  Due
to our  limited  operating  history and  financial  resources,  we are  entirely
dependent on the continued service of Garry Wong, our President/Chief  Executive
Officer/Chief Financial Officer and a director.  Further, we do not have key man
life insurance on this  individual.  We may not have the financial  resources to
hire a  replacement  if any of our officers  were to die. The loss of service of
any of these employees could therefore  significantly  and adversely  affect our
operations.

     OUR OFFICER AND DIRECTOR MAY BE SUBJECT TO CONFLICTS OF INTEREST.

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

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

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

                                       15
<PAGE>
RISKS RELATED TO OUR COMMON STOCK

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

Sales of a substantial number of shares of our common stock in the public market
by certain  stockholders  could  cause a  reduction  in the market  price of our
common stock. As of the date of this Annual Report,  we have 130,110,000  shares
of common  stock  issued  and  outstanding.  Of the total  number of issued  and
outstanding shares of common stock,  certain  stockholders are able to resell up
to 41,610,000 shares of our common stock pursuant to the Registration  Statement
declared  effective on December 11, 2008 and are available for immediate  resale
which could have an adverse effect on the price of our common stock.

As of the date of this Annual Report, there are 88,500,000 outstanding shares of
our common stock that are restricted  securities as that term is defined in Rule
144 under  the  Securities  Act of 1933,  as  amended  (the  "Securities  Act").
Although the Securities Act and Rule 144 place certain  prohibitions on the sale
of  restricted  securities,  restricted  securities  may be sold into the public
market under certain conditions. See "Item 5.
Market for Common Equity and Related Stockholder Matters."

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

     WHEN OUR SHARES OF COMMON STOCK COMMENCE TRADING ON THE OTC BULLETIN BOARD,
     THE TRADING PRICE WILL FLUCTUATE  SIGNIFICANTLY  AND  STOCKHOLDERS MAY HAVE
     DIFFICULTY RESELLING THEIR SHARES.

As of the date of this Annual Report, our common stock has not commenced trading
on the Over-the-Counter  Bulletin Board. We anticipate that our shares of common
stock will  commence  trading in  approximately  three  months.  There will be a
volatility associated with Bulletin Board securities in general and the value of
your investment could decline due to the impact of any of the following  factors
upon the market price of our common stock:  (i)  disappointing  results from our
discovery  or  development  efforts;  (ii) failure to meet our revenue or profit
goals or operating  budget;  (iii) decline in demand for our common stock;  (iv)
downward  revisions  in  securities  analysts'  estimates  or changes in general
market conditions;  (v) technological innovations by competitors or in competing
technologies;  (vi) lack of funding  generated for  operations;  (vii)  investor
perception of our industry or our prospects; and (viii) general economic trends.

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

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

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<PAGE>
Selling  stockholders  that are residents of British Columbia 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 72-502 "Trade in Securities of
U.S.  Registered  Issuers"  to  resell  their  shares.  B.C.  Instrument  72-502
requires,  among other  conditions,  that British  Columbia  residents  hold the
shares for a period of twelve months and, consequent thereon,  limits the volume
of shares  sold in a  twelve-month  period to five  percent  of the  issued  and
outstanding  shares of the issuer.  However,  if we become a reporting issuer in
British Columbia,  then our British Columbia stockholders will only have to hold
their  shares for a period of four  months and a day from  becoming a  reporting
issuer  in order to resell  their  shares.  These  restrictions  will  limit the
ability of the British Columbia residents to resell the securities in the United
States and, therefore, may materially affect the market value of your shares. If
we decide to become a reporting issuer in British Columbia, then it is estimated
that becoming such will take approximately  three months from our decision to do
so  subject,  at all  times,  to the  prior  approval  of the  British  Columbia
Securities Commission.  At present we do not intend to become a reporting issuer
in British Columbia.

     ADDITIONAL  ISSUANCE  OF EQUITY  SECURITIES  MAY RESULT IN  DILUTION TO OUR
     EXISTING STOCKHOLDERS.

Our Articles of  Incorporation  authorize the issuance of 200,000,000  shares of
common stock.  Common stock is our only authorized  class of stock. The board of
directors has the authority to issue  additional  shares of our capital stock to
provide  additional  financing in the future and the issuance of any such shares
may result in a reduction of the book value or market  price of the  outstanding
shares of our common  stock.  If we do issue any such  additional  shares,  such
issuance also will cause a reduction in the  proportionate  ownership and voting
power  of  all  other  stockholders.   As  a  result  of  such  dilution,   your
proportionate ownership interest and voting power will be decreased accordingly.
Further, any such issuance could result in a change of control.

     OUR COMMON  STOCK IS  CLASSIFIED  AS A "PENNY  STOCK" UNDER SEC RULES WHICH
     LIMITS THE MARKET FOR OUR COMMON STOCK.

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

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<PAGE>
     OUR SOLE DIRECTOR AND OFFICER 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 ANY OF OUR DIRECTORS OR OFFICERS.

Our sole director and officer is a national and resident of Canada, 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  director  or  officer,  or enforce  within the United  States or
Canada any judgments  obtained against us or our officer or director,  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 1333 W.  Broadway  Street,  Suite 678,
Vancouver,  British  Columbia,  Canada V6H 4C1 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.

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

During  fiscal year ended  February 28, 2009,  no matters were  submitted to our
stockholders for approval.

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

MARKET FOR COMMON EQUITY

Our shares of our common  stock have not  commenced  trading on the OTC Bulletin
Board.

As of May 28, 2009,  we had 34  shareholders  of record,  which does not include
shareholders whose shares are held in street or nominee names.

                                       18
<PAGE>
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,
2009, to provide capital, we sold stock in private placement  offerings,  issued
stock in exchange  for our debts or pursuant to  contractual  agreements  as set
forth below.

MAY 2008 PRIVATE PLACEMENT OFFERING

Effective  as of May 1, 2008,  we completed a private  placement  of  32,500,000
shares at a price of $0.001  per share to a total of five  purchasers  (the "May
2008 Private  Offering").  The total proceeds from the May 2008 Private Offering
were $32,500. We completed the May 2008 Private Offering pursuant to Rule 903 of
Regulation S under the  Securities  Act. Each sale of shares was completed as an
"offshore transaction",  as defined in Rule 902(h) of Regulation S, on the basis
that:  (i) each  investor was outside of the United States at the time the offer
to purchase the shares was made; and (ii) at the time the subscription agreement
for the shares was executed, the investor was outside of the United States or we
had a reasonable  belief that the investor was outside of the United States.  We
did not engage in any directed selling  efforts,  as defined in Regulation S, in
the United States.  Each investor  represented to us that the investor was not a
U.S.  person,  as defined in  Regulation S, and was not acquiring the shares for
the  account  or benefit  of a U.S.  Person.  Each  investor  represented  their
intention  to acquire the  securities  for  investment  only and not with a view
toward  distribution.  Appropriate  legends  have  been  affixed  to  the  stock
certificate  issued to each purchaser in accordance  with  Regulation S. None of
the securities were sold through an underwriter and  accordingly,  there were no
underwriting  discounts or commissions  involved.  No  registration  rights were
granted to any of the investors.

                                       19
<PAGE>
JUNE 2008 PRIVATE PLACEMENT OFFERING

Effective as of June 24, 2008,  we completed a private  placement of  85,000,000
shares at a price of $0.0001  per share to a total of one  purchaser  (the "June
2008 Private Offering").  The total proceeds from the June 2008 Private Offering
were $8,500. We completed the June 2008 Private Offering pursuant to Rule 903 of
Regulation S under the  Securities  Act. Each sale of shares was completed as an
"offshore transaction",  as defined in Rule 902(h) of Regulation S, on the basis
that:  (i) each  investor was outside of the United States at the time the offer
to purchase the shares was made; and (ii) at the time the subscription agreement
for the shares was executed, the investor was outside of the United States or we
had a reasonable  belief that the investor was outside of the United States.  We
did not engage in any directed selling  efforts,  as defined in Regulation S, in
the United States.  Each investor  represented to us that the investor was not a
U.S.  person,  as defined in  Regulation S, and was not acquiring the shares for
the  account  or benefit  of a U.S.  Person.  Each  investor  represented  their
intention  to acquire the  securities  for  investment  only and not with a view
toward  distribution.  Appropriate  legends  have  been  affixed  to  the  stock
certificate  issued to each purchaser in accordance  with  Regulation S. None of
the securities were sold through an underwriter and  accordingly,  there were no
underwriting  discounts or commissions  involved.  No  registration  rights were
granted to any of the investors.

OCTOBER 2008 PRIVATE PLACEMENT OFFERING

Effective as of October 24, 2008, we completed a private  placement of 5,000,000
shares at a price of $0.001 per share to a total of one purchaser  (the "October
2008  Private  Offering").  The total  proceeds  from the October  2008  Private
Offering were $5,000. We completed the October 2008 Private Offering pursuant to
Rule 903 of  Regulation  S under the  Securities  Act.  The sale of  shares  was
completed as an "offshore transaction",  as defined in Rule 902(h) of Regulation
S, on the basis that:  (i) the investor was outside of the United  States at the
time  the  offer to  purchase  the  shares  was  made;  and (ii) at the time the
subscription  agreement for the shares was executed, the investor was outside of
the United States or we had a reasonable belief that the investor was outside of
the United States. We did not engage in any directed selling efforts, as defined
in Regulation S, in the United States.  The investor  represented to us that the
investor  was  not a U.S.  person,  as  defined  in  Regulation  S,  and was not
acquiring the shares for the account or benefit of a U.S.  Person.  The investor
represented  his intention to acquire the securities for investment only and not
with a view toward  distribution.  Appropriate  legends have been affixed to the
stock certificate  issued to the purchaser in accordance with Regulation S. None
of the securities were sold through an underwriter and  accordingly,  there were
no underwriting  discounts or commissions  involved. No registration rights were
granted to the investor.

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, 2009 and  February  29, 2008 and the
selected  balance  sheet data as of February  28, 2009 and February 29, 2008 are
derived  from our audited  financial  statements  which are  included  elsewhere
herein.

                                       20
<PAGE>
STATEMENT OF OPERATIONS DATA

                                                             For the Period from
                                        Fiscal Years Ended      August 25, 2004
                                      February 28, 2009 and     (inception) to
                                        February 29, 2008        February 28,
                                       2009           2008          2009
                                     --------       --------      --------

REVENUE                              $      0       $      0      $      0

EXPENSES
  Bank charges                            158            152           553
  Mineral property costs                8,000              0        15,500
  Office expenses                         534            319         1,645
  Professional fees                    25,889         10,500        45,080
  Transfer agent and filing fees       12,106            954        13,985

NET LOSS                             $(46,687)      $(11,925)     $(76,763)


BALANCE SHEET DATA
                                       2009           2008
                                     --------       --------

TOTAL ASSETS                         $     37       $  4,724

TOTAL LIABILITIES                       1,000          5,000

STOCKHOLDERS EQUITY (DEFICIT)        $   (963)      $   (276)

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, 2009,
including  the notes to those  financial  statements  which are included in this
Annual Report.  The following  discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
Annual Report. The following discussion contains forward-looking statements that
reflect our plans,  estimates  and  beliefs.  Our actual  results  could  differ
materially from those discussed in the forward looking statements.  Factors that
could cause or contribute to such  differences  include,  but are not limited to
those discussed  below and elsewhere in this Annual Report,  particularly in the
section entitled "Risk Factors".  Our audited financial statements are stated in
United  States  Dollars  and are  prepared  in  accordance  with  United  States
Generally Accepted Accounting Principles.

We are an exploration  stage company and have not generated any revenue to date.
The above  table sets  forth  selected  financial  information  for the  periods
indicated.  We have incurred recurring losses to date. Our financial  statements

                                       21
<PAGE>
have been  prepared  assuming  that we will  continue  as a going  concern  and,
accordingly,  do not  include  adjustments  relating to the  recoverability  and
realization of assets and  classification of liabilities that might be necessary
should we be unable to continue in operation.

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

RESULTS OF OPERATION

FISCAL YEAR ENDED  FEBRUARY 28, 2009 COMPARED TO FISCAL YEAR ENDED  FEBRUARY 29,
2008.

Our net loss for fiscal year ended February 28, 2009 was ($46,687) compared to a
net loss of ($11,925) during fiscal year ended February 29, 2008 (an increase of
$34,762).  During fiscal years ended February 28, 2009 and February 29, 2008, we
did not generate any revenue.

During  fiscal year ended  February  28, 2009,  we incurred  expenses of $46,687
compared to $11,925  incurred  during  fiscal year ended  February  29, 2008 (an
increase of $34,762).  These expenses incurred during fiscal year ended February
28, 2009  consisted  of: (i) bank  charges of $158 (2008:  $152);  (ii)  mineral
property  costs of $8,000  (2008:  $-0-);  (iii) office  expenses of $534 (2008:
$319); (iv) professional fees of $25,889 (2008: $10,500); and (v) transfer agent
and filing fees of $12,106 (2008: $954).

Of the $46,687  incurred as expenses during fiscal year ended February 28, 2009,
we did not incur any management fees payable to our officers and directors.  See
"Item 11. Executive Compensation."

Expenses  incurred during fiscal year ended February 28, 2009 compared to fiscal
year ended February 29, 2008 increased  primarily due to the increase in mineral
property costs and  professional  fees relating to the increased scale and scope
of our business  operations  relating to our British  Columbia  Claim.  Expenses
generally include corporate  overhead,  financial and administrative  contracted
services, marketing, and consulting costs.

Our net loss during fiscal year ended  February 28, 2009 was ($46,687)  compared
to a net less of  ($11,.925)  during  fiscal year ended  February 29, 2008.  The
weighted  average  number of shares  outstanding  was 89,507,000 for fiscal year
ended February 28, 2009 compared to 7,610,000 for fiscal year ended February 29,
2008.

LIQUIDITY AND CAPITAL RESOURCES

FISCAL YEAR ENDED FEBRUARY 28, 2009

As at fiscal year ended  February 28, 2009,  our current assets were $37 and our
current liabilities were $1,000,  which resulted in a working capital deficiency
of ($963).  As at fiscal  year ended  February  28,  2009,  current  assets were
comprised of $37 in cash.  As at fiscal year ended  February  28, 2009,  current
liabilities were comprised of $1,000 in accounts payable and accrued liabilities
- officer's loan.

As at fiscal year ended  February 28, 2009,  our total assets were $37 comprised
entirely of current  assets.  The  decrease in total assets  during  fiscal year
ended  February 28, 2009 from fiscal year ended  February 29, 2008 was primarily
due to the decrease in cash.

                                       22
<PAGE>
As at fiscal year ended  February 28, 2009,  our total  liabilities  were $1,000
comprised  entirely of current  liabilities.  The decrease in liabilities during
fiscal year ended February 28, 2008 from fiscal year ended February 29, 2008 was
primarily  due to the  decrease in accounts  payable and accrued  liabilities  -
officer's loan.

Stockholders'  equity  (deficit)  increased  from  ($276) for fiscal  year ended
February 29, 2008 to ($963) for fiscal year ended February 28, 2009.

CASH FLOWS FROM OPERATING ACTIVITIES

We have not generated positive cash flows from operating activities.  For fiscal
year ended  February 28, 2009,  net cash flows used in operating  activities was
($43,687) consisting  primarily of a net loss of ($46,687).  Net cash flows used
in  operating  activities  was  adjusted  by  $8,000  in  write-off  of  mineral
properties and ($5,000) in accounts payable and accrued liabilities.

For fiscal  year  ended  February  29,  2008,  net cash flows used in  operating
activities  was  ($11,925).  Net cash flows  used in  operating  activities  was
adjusted by $5,000 for accounts payable and accrued liabilities.

CASH FLOWS FROM INVESTING ACTIVITIES

For fiscal  year  ended  February  28,  2009,  net cash flows used in  investing
activities was ($8,000) compared to net cash flows used in investing  activities
during fiscal year ended February 29, 2008 of $-0-  consisting of acquisition of
mineral property interest.

CASH FLOWS FROM FINANCING ACTIVITIES

We have  financed  our  operations  primarily  from either  advancements  or the
issuance  of equity and debt  instruments.  For fiscal year ended  February  28,
2009, net cash flows provided from financing  activities was $47,000 compared to
$-0- for fiscal  year  ended  February  29,  2008.  Cash  flows  from  financing
activities  for fiscal year ended  February  28,  2009  consisted  primarily  of
$46,000  in  proceeds  received  from  issuance  of common  shares and $1,000 in
proceeds from officer's loan. We expect that working capital  requirements  will
continue to be funded  through a combination  of our existing  funds and further
issuances  of  securities.  Our working  capital  requirements  are  expected to
increase in line with the growth of our business.

PLAN OF OPERATION AND FUNDING

Existing working capital, further advances and debt instruments, and anticipated
cash flow are expected to be adequate to fund our  operations  over the next six
months.  We have no  lines  of  credit  or other  bank  financing  arrangements.
Generally,  we have  financed  operations  to date  through the  proceeds of the
private  placement  of  equity  and debt  instruments.  In  connection  with our
business  plan,  management  anticipates  additional  increases  in  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 convertible  debt securities will result in dilution to our current
shareholders.  Further,  such  securities  might  have  rights,  preferences  or
privileges senior to our common stock. Additional financing may not be available
upon acceptable terms, or at all. If adequate funds are not available or are not
available  on  acceptable  terms,  we may  not be  able  to  take  advantage  of

                                       23
<PAGE>
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
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.

During  fiscal year ended  February 29, 2008, we engaged in the May 2008 Private
Offering,  the June 2008 Private  Offering and the October 2008 Private Offering
pursuant to which we raised $46,000.

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

     1.   Obtain a trading symbol to facilitate quotation of our shares over the
          OTC Bulletin Board. As of the date of this Annual Report, we intend to
          apply to FINRA for a trading symbol to begin trading our shares on 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
          $70,000.  We expect to commence our exploration program in the fall of
          2009,   depending  on  weather  conditions  and  the  availability  of
          personnel and equipment.
     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, 2009 and February
29, 2008  financial  statements  contains an  explanatory  paragraph  expressing
substantial  doubt  about  our  ability  to  continue  as a going  concern.  The
financial  statements  have been prepared  "assuming  that we will continue as a

                                       24
<PAGE>
going concern," which  contemplates  that we will realize our assets and satisfy
our liabilities and commitments in the ordinary course of business.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163,  ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION
OF FASB  STATEMENT  NO.  60.  SFAS 163  requires  that an  insurance  enterprise
recognize a claim  liability prior to an event of default when there is evidence
that credit  deterioration has occurred in an insured financial  obligation.  It
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium revenue and claim liabilities,  and requires expanded  disclosures about
financial  guarantee  insurance   contracts.   It  is  effective  for  financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance  enterprise's  risk-management  activities.
SFAS 163 requires that disclosures about the  risk-management  activities of the
insurance enterprise be effective for the first period beginning after issuance.
Except for those disclosures,  earlier  application is not permitted.  We do not
expect  the  adoption  of this  standard  to have a  significant  impact  on our
financial position, cash flows or results of operations

In March  2008,  the FASB issued SFAS No.  161,  "DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS AND HEDGING  ACTIVITIES".  SFAS 161 is intended to improve financial
reporting  about  derivative  instruments  and hedging  activities  by requiring
enhanced  disclosures to enable investors to better  understand their effects on
an entity's financial position,  financial performance, and cash flows. SFAS 161
achieves  these  improvements  by  requiring  disclosure  of the fair  values of
derivative  instruments and their gains and losses in a tabular format.  It also
provides more information about an entity's liquidity by requiring disclosure of
derivative  features  that  are  credit   risk-related.   Finally,  it  requires
cross-referencing within footnotes to enable financial statement users to locate
important information about derivative  instruments.  SFAS 161 will be effective
for financial  statements  issued for fiscal years and interim periods beginning
after November 15, 2008, will be adopted by us beginning in the first quarter of
fiscal  2010.  We do not expect there to be any  significant  impact of adopting
SFAS 161 on our financial position, cash flows and results of operations.

In December  2007,  the FASB issued  SFAS No. 160,  "NONCONTROLLING  INTEREST IN
CONSOLIDATED FINANCIAL STATEMENTS, AN AMENDMENT OF ARB NO. 51" which will change
the   accounting   and   reporting  for  minority   interests,   which  will  be
recharacterized  as  noncontrolling  interests and  classified as a component of
equity within the consolidated  balance sheets.  SFAS No. 160 is effective as of
the beginning of an entity's  first fiscal year  beginning on or after  December
15,  2008.  Earlier  adoption is  prohibited.  We do not expect  there to be any
significant impact of adopting SFAS 160 on its financial position, cash flows or
results of operations.

In  December  2007,  the FASB  issued  SFAS No. 141  (Revised  2007),  "BUSINESS
COMBINATIONS".   SFAS  No.  141(R)  will  change  the  accounting  for  business
combinations.  Under SFAS No.  141(R),  an acquiring  entity will be required to
recognize all the assets  acquired and  liabilities  assumed in a transaction at
the  acquisition-date  fair value with limited exceptions.  SFAS No. 141(R) will
change the accounting  treatment and disclosure for certain  specific items in a
business  combination.   SFAS  No.  141(R)  applies  prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly,  any  business  combinations  completed by us prior to June 1, 2009
will be recorded and disclosed  following  existing GAAP. We do not expect there
to be any  significant  impact of adopting SFAS 141 on our  financial  position,
cash flows or results of operations

                                       25
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM DATED JUNE 1, 2009.


             Report of Independent Registered Public Accounting Firm

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

We have audited the accompanying  balance sheet of Deer Bay Resources,  Inc. (an
exploration stage company) as of February 28, 2009 and the related statements of
operations,  stockholders'  equity  (deficit),  and cash flows for the year then
ended.  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,  2009 and the  results of its
operations,  stockholders'  equity  (deficit),  and cash flows for the year then
ended 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
June 1, 2009

                                       26
<PAGE>
DEER BAY RESOURCES INC.
(An Exploration Stage Company)
Balance Sheets

<TABLE>
<CAPTION>
                                                                  February 28,       February 29,
                                                                     2009               2008
                                                                   --------           --------
                                                                      $                  $
<S>                                                               <C>                <C>
Assets

Current Assets
  Cash                                                                   37              4,724
                                                                   --------           --------

Total Assets                                                             37              4,724
                                                                   ========           ========

Liabilities and Stockholders' Equity (Deficit)

Current Liabilities
  Accounts payable and accrued liabilities                               --              5,000
  Officer's Loan                                                      1,000                 --
                                                                   --------           --------

Total Current Liabilities                                             1,000              5,000
                                                                   --------           --------

Stockholders' Equity (Deficit)

Capital stock
  Authorized:
    200,000,000 common shares with a par value of $0.0001
  Issued and outstanding:
    130,110,000 and 7,610,000 common shares issued and
     outstanding, respectively                                       13,011                761

Additional paid-in-capital                                           62,789             29,039

Deficit accumulated during the exploration stage                    (76,763)           (30,076)
                                                                   --------           --------

Total stockholders' equity (deficit)                                   (963)              (276)
                                                                   --------           --------

Total liabilities and stockholders' equity (deficit)                     37              4,724
                                                                   ========           ========
</TABLE>


Nature of operations and continuance of business (Note 1)


See Accompanying Notes

                                       27
<PAGE>
DEER BAY RESOURCES INC.
(An Exploration Stage Company)
Statements of Operations

<TABLE>
<CAPTION>
                                                                                          Cumulative from
                                                                                          August 25, 2004
                                                  Year Ended           Year Ended          (Inception) to
                                                  February 28,         February 29,         February 28,
                                                     2009                 2008                 2009
                                                  ----------           ----------           ----------
                                                      $                    $                    $
<S>                                              <C>                  <C>                  <C>
Revenue                                                   --                   --                   --
                                                  ----------           ----------           ----------
Expenses
  Bank charges                                           158                  152                  553
  Mineral property costs                               8,000                   --               15,500
  Office expenses                                        534                  319                1,645
  Professional fees                                   25,889               10,500               45,080
  Transfer agent and filing fees                      12,106                  954               13,985
                                                  ----------           ----------           ----------

Net Loss                                             (46,687)             (11,925)             (76,763)
                                                  ==========           ==========           ==========

Loss per share - Basic and diluted                        --                   --
                                                  ==========           ==========

Weighted Average Number of Common Shares
 Outstanding                                      89,507,000            7,610,000
                                                  ==========           ==========
</TABLE>


See Accompanying Notes

                                       28
<PAGE>
DEER BAY RESOURCES INC.
(An Exploration Stage Company)
Statement of Stockholders' Equity (Deficit)
From August 25, 2004 (Inception) to February 28, 2009

<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)
                                  ===========      ========      ========      =========       ========
</TABLE>


See Accompanying Notes

                                       29
<PAGE>
DEER BAY RESOURCES INC.
(An Exploration Stage Company)
Statements of Cash Flows

<TABLE>
<CAPTION>
                                                                                         Cumulative from
                                                                                         August 25, 2004
                                                     Year Ended         Year Ended        (Inception) to
                                                     February 28,       February 29,       February 28,
                                                        2009               2008               2009
                                                      --------           --------           --------
                                                         $                  $                  $
<S>                                                  <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net loss                                             (46,687)           (11,925)           (76,763)
  Adjustments to reconcile net loss to net cash
    Write-off of mineral properties                      8,000                 --             15,500
    Accounts payable and accrued liabilities            (5,000)             5,000                 --
                                                      --------           --------           --------
Net cash used in operations                            (43,687)            (6,925)           (61,263)
                                                      --------           --------           --------
CASH FLOWS TO INVESTING ACTIVITIES
  Mineral properties acquisition                        (8,000)                --            (15,500)
                                                      --------           --------           --------
Net cash provided to investing activities               (8,000)                --            (15,500)
                                                      --------           --------           --------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from officer's loan                           1,000                 --              1,000
  Common shares issued for cash                         46,000                 --             75,800
                                                      --------           --------           --------
Net cash provided by financing activities               47,000                 --             76,800
                                                      --------           --------           --------

Net increase (decrease) in cash                         (4,687)            (6,925)                37

Cash - beginning of period                               4,724             11,649                 --
                                                      --------           --------           --------

Cash - end of period                                        37              4,724                 37
                                                      ========           ========           ========

Supplemental cash flow information:

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


See Accompanying Notes

                                       30
<PAGE>
1. NATURE AND CONTINUANCE OF OPERATIONS

Deer Bay Resources Inc. ("the Company") was incorporated under the laws of State
of Nevada,  U.S. on August 25, 2004. The Company is in the exploration  stage of
its  resource  business.  The Company  complies  with the  Financial  Accounting
Standards  Board  Statement  No. 7, its  characterization  of the  Company as an
exploration  stage  enterprise.  During the year  ended  February  28,  2006 the
Company commenced  operations by issuing shares and acquiring a mineral property
located in the Province of Ontario,  Canada.  The Company has not yet determined
whether this property contains reserves that are economically  recoverable.  The
recoverability of costs incurred for acquisition and exploration of the property
will be dependent  upon the  discovery  of  economically  recoverable  reserves,
confirmation of the Company's interest in the underlying  property,  the ability
of the  Company  to  obtain  necessary  financing  to  satisfy  the  expenditure
requirements under the property agreement and to complete the development of the
property and upon future profitable production or proceeds for the sale thereof.

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.

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 $76,763 as at February  28, 2009 and further  losses are  anticipated  in the
development  of its  business  raising  substantial  doubt  about the  Company's
ability to  continue  as a going  concern.  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.  Management  intends to finance operating costs over the next twelve months
with existing cash on hand and loans from directors and or private  placement of
common stock.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

The financial  statements  of the Company have been prepared in accordance  with
generally accepted accounting principles in the United States of America and are
presented in US dollars. The Company's fiscal year end is February 28.

MINERAL INTERESTS

The Company is primarily engaged in the acquisition, exploration and development
of mineral  properties.  Mineral property  acquisition  costs are capitalized in
accordance  with EITF 04-2  "WHETHER  MINERAL  RIGHTS ARE TANGIBLE OR INTANGIBLE
ASSETS" when management has determined that probable future benefits  consisting
of a  contribution  to future cash  inflows  have been  identified  and adequate
financial resources are available or are expected to be available as required to
meet the terms of property  acquisition and budgeted exploration and development
expenditures. Mineral property acquisition costs are expensed as incurred if the
criteria for capitalization are not met. In the event that a mineral property is
acquired through the issuance of the Company's shares, the mineral property will
be  recorded at the fair value of the  respective  property or the fair value of
common shares, whichever is more readily determinable.

When  mineral  properties  are  acquired  under  option  agreements  with future
acquisition  payments to be made at the sole  discretion  of the Company,  those
future payments,  whether in cash or shares,  are recorded only when the Company
has made or is obliged to make the payment or issue the shares. When it has been

                                       31
<PAGE>
determined that a mineral property can be economically  developed as a result of
establishing  proven  and  probable  reserves  and pre  feasibility,  the  costs
incurred to develop such property are capitalized.

USE OF ESTIMATES AND ASSUMPTIONS

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

STOCK-BASED COMPENSATION

a. In December 2004, the FASB issued SFAS No. 123R, "Share-Based Payment", which
replaced SFAS No. 123, "Accounting for Stock-Based  Compensation" and superseded
APB Opinion No. 25, "Accounting for Stock Issued to Employees". In January 2005,
the Securities and Exchange  Commission ("SEC") issued Staff Accounting Bulletin
("SAB")  No.   107,   "Share-Based   Payment",   which   provides   supplemental
implementation   guidance  for  SFAS  No.  123R.  SFAS  No.  123R  requires  all
share-based  payments to employees,  including grants of employee stock options,
to be recognized in the financial  statements based on the grant date fair value
of the award.  SFAS No. 123R was to be effective for interim or annual reporting
periods  beginning on or after June 15, 2005, but in April 2005 the SEC issued a
rule that  will  permit  most  registrants  to  implement  SFAS No.  123R at the
beginning of their next fiscal  year,  instead of the next  reporting  period as
required by SFAS No. 123R. The pro-forma disclosures  previously permitted under
SFAS  No.  123  no  longer  will  be  an  alternative  to  financial   statement
recognition.  Under SFAS No. 123R,  the Company must  determine the  appropriate
fair value model to be used for valuing share-based  payments,  the amortization
method for  compensation  cost and the  transition  method to be used at date of
adoption.

The transition  methods include  prospective and retroactive  adoption  options.
Under the  retroactive  options,  prior periods may be restated either as of the
beginning of the year of adoption or for all periods presented.  The prospective
method  requires that  compensation  expense be recorded for all unvested  stock
options and  restricted  stock at the beginning of the first quarter of adoption
of SFAS No.  123R,  while the  retroactive  methods  would  record  compensation
expense for all unvested stock options and restricted  stock  beginning with the
first period restated.  The Company adopted the modified prospective approach of
SFAS No. 123R for the quarter  beginning  December 1, 2005.  The Company did not
record any compensation expense in the fourth quarter of 2007 because there were
no stock options outstanding prior to the adoption or at November 30, 2008.

RECENT ACCOUNTING PRONOUNCEMENTS

In May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION
OF FASB  STATEMENT NO. 60".  SFAS No. 163 requires that an insurance  enterprise
recognize a claim  liability prior to an event of default when there is evidence
that credit  deterioration has occurred in an insured financial  obligation.  It
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium revenue and claim liabilities,  and requires expanded  disclosures about
financial  guarantee  insurance   contracts.   It  is  effective  for  financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance  enterprise's  risk-management  activities.
SFAS No. 163 requires that disclosures about the  risk-management  activities of
the  insurance  enterprise  be effective  for the first period  beginning  after
issuance.  Except for those disclosures,  earlier  application is not permitted.
The adoption of this statement is not expected to have a material  effect on the
Company's financial statements.

                                       32
<PAGE>
In May 2008, the FASB issued SFAS No. 162, "THE HIERARCHY OF GENERALLY  ACCEPTED
ACCOUNTING  PRINCIPLES".  SFAS No. 162  identifies  the  sources  of  accounting
principles  and the framework  for  selecting  the  principles to be used in the
preparation  of  financial  statements  of  nongovernmental  entities  that  are
presented in conformity  with generally  accepted  accounting  principles in the
United  States.  It is effective  60 days  following  the SEC's  approval of the
Public Company  Accounting  Oversight  Board  amendments to AU Section 411, "THE
MEANING OF PRESENT  FAIRLY IN  CONFORMITY  WITH  GENERALLY  ACCEPTED  ACCOUNTING
PRINCIPLES".  The adoption of this  statement is not expected to have a material
effect on the Company's financial statements.

In March 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
161,  "DISCLOSURES  ABOUT  DERIVATIVE  INSTRUMENTS  AND HEDGING  ACTIVITIES - AN
AMENDMENT  TO FASB  STATEMENT  NO.  133".  SFAS No. 161 is  intended  to improve
financial  standards  for  derivative  instruments  and  hedging  activities  by
requiring  enhanced  disclosures to enable investors to better  understand their
effects on an  entity's  financial  position,  financial  performance,  and cash
flows.  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 under  Statement  133 and its related
interpretations;  and (c) how  derivative  instruments  and related hedged items
affect an entity's financial position, financial performance, and cash flows. It
is effective for financial  statements  issued for fiscal years  beginning after
November  15, 2008,  with early  adoption  encouraged.  The Company is currently
evaluating  the  impact of SFAS No.  161 on its  financial  statements,  and the
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial statements.

In December 2007, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 141 (revised 2007),  "Business  Combinations".  This statement replaces SFAS
No. 141 and defines the  acquirer in a business  combination  as the entity that
obtains  control  of  one or  more  businesses  in a  business  combination  and
establishes the acquisition date as the date that the acquirer achieves control.
SFAS 141 (revised 2007)  requires an acquirer to recognize the assets  acquired,
the liabilities assumed, and any non-controlling interest in the acquired at the
acquisition  date,  measured  at their  fair  values as of that  date.  SFAS 141
(revised 2007) also requires the acquirer to recognize contingent  consideration
at the acquisition date, measured at its fair value at that date. This statement
is effective for fiscal years,  and interim  periods  within those fiscal years,
beginning on or after December 15, 2008.  Earlier  adoption is  prohibited.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial statements.

In December  2007, the FASB issued SFAS No. 160,  "Non-controlling  Interests in
Consolidated Financial Statements Liabilities -an Amendment of ARB No. 51". This
statement amends ARB 51 to establish  accounting and reporting standards for the
Non-controlling  interest  in a  subsidiary  and  for the  deconsolidation  of a
subsidiary.  This statement is effective for fiscal years,  and interim  periods
within those fiscal  years,  beginning  on or after  December 15, 2008.  Earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.

3. MINERAL INTERESTS

On April  26,  2005,  the  Company  entered  into a  mineral  property  purchase
agreement  to  acquire a 100%  interest  in one  mineral  claim  located  in the
Scadding Township,  Sudbury Mining Division,  Ontario for total consideration of
$7,500.

The  mineral  interest  is held in trust for the  Company  by the  vendor of the
property.  Upon  request from the Company the title will be recorded in the name
of the Company with the appropriate mining recorder.

                                       33
<PAGE>
On March  18,  2008,  the  Company  entered  into a  mineral  property  purchase
agreement  with  Laurence  Stephenson  to acquire a 100% interest in one mineral
claim located in the New Westminster Mining Division, BC for total consideration
of $8,000.

4. 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, 2009, there were no outstanding stock options or warrants.

5. 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
$77,000 which commence  expiring in 2025.  Pursuant to SFAS No. 109, the Company
is required to compute  tax asset  benefits  for net  operating  losses  carried
forward.  Potential  benefit 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, 2009 and February
29, 2008 and the  statutory  tax rate,  the  effective  tax rate and the elected
amount of the valuation allowance are scheduled below:

                                           February 28,          February 29,
                                               2009                  2008
                                             --------              --------
                                                $                     $

     Cumulative Net Operating Losses           77,000                30,000

     Statutory Tax Rate                            34%                   35%

     Effective Tax Rate                            --                    --

     Deferred Tax Asset                        26,180                10,500

     Valuation Allowance                      (26,180)              (10,500)
                                             --------              --------

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

                                       34
<PAGE>
ITEM  9. CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
         FINANCIAL DISCLOSURE

We have engaged  Weaver & Martin LLC, as our  principal  independent  registered
public   accounting  firm  effective  April  13,  2009.   Concurrent  with  this
appointment,  Dale  Matheson  Carr-Hilton  Labonte  LLP,  Chartered  Accountants
("DMCL"),  have been dismissed as our principal  independent  registered  public
accounting  firm effective  April 13, 2009. The decision to change our principal
independent  registered  public  accounting  firm was  approved  by our Board of
Directors.

The report of DMCL on our  financial  statements  for the past two fiscal  years
ended February 29, 2008 and February 28, 2007 did not contain an adverse opinion
or disclaimer of opinion, nor was it modified as to uncertainty, audit scope, or
accounting principles, other than to state that there is substantial doubt as to
our ability to continue as a going concern.

During our two most recent fiscal years and the subsequent period through to the
date of DMCL's  termination,  there were no  disagreements  between us and DMCL,
whether or not resolved,  on any matter of  accounting  principles or practices,
financial statement  disclosure,  or auditing scope or procedure,  which, if not
resolved to the  satisfaction of DMCL,  would have caused them to make reference
thereto in their reports on our audited financial statements.

We  provided  DMCL with a copy of the Current  Report on Form 8-K and  requested
that DMCL  furnish it with a letter  addressed  to the  Securities  and Exchange
Commission  stating  whether or not they agree with the  statements  made in the
Current  Report on Form 8-K and, if not,  stating the aspects with which they do
not  agree.  We  received  the  requested  letter  from DMCL  wherein  they have
confirmed their  agreement to our  disclosures in the Current Report.  A copy of
DMCL's letter was filed as an exhibit to the Current Report.

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. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Our  management is  responsible  for  establishing  and  maintaining a system of
disclosure  controls and  procedures (as defined in Rule 13a-15(e) and 15d-15(e)
under the Exchange Act) that is designed to ensure that information  required to
be  disclosed by us in the reports that we file or submit under the Exchange Act
is  recorded,  processed,  summarized  and  reported,  within  the time  periods
specified  in  the  Commission's  rules  and  forms.   Disclosure  controls  and
procedures  include,  without  limitation,  controls and procedures  designed to
ensure that  information  required to be  disclosed  by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and  communicated
to the  issuer's  management,  including  its  principal  executive  officer  or
officers and  principal  financial  officer or officers,  or persons  performing
similar functions,  as appropriate to allow timely decisions  regarding required
disclosure.

An evaluation was conducted under the supervision and with the  participation of
our   management,   including   Garry  Wong,   our   President/Chief   Executive
Officer/Chief  Financial  Officer,  of  the  effectiveness  of  the  design  and
operation of our  disclosure  controls and  procedures  as of February 28, 2009.
Based on that  evaluation,  Mr. Wong concluded that our disclosure  controls and
procedures  were  not  effective  as of such  date to  ensure  that  information
required  to be  disclosed  in the  reports  that we file or  submit  under  the
Exchange Act, is recorded,  processed,  summarized and reported  within the time
periods specified in SEC rules and forms. This evaluation included review of the

                                       35
<PAGE>
documentation of controls,  evaluation of the design  effectiveness of controls,
testing of the  operating  effectiveness  of controls and a  conclusion  on this
evaluation.  Based on this  evaluation,  management  concluded that our internal
control over  financial  reporting was not effective as of February 28, 2009 due
to lack of audit committee. Such officer also confirmed that there was no change
in our  internal  control  over  financial  reporting  during  fiscal year ended
February  28, 2009 that has  materially  affected,  or is  reasonably  likely to
materially  affect,  our internal  control over  financial  reporting.  However,
management is in the process of creating a new audit committee to remediate such
material weakness;  furthermore,  we intend to hire a consulting firm to assess,
review and conduct appropriate operational testing effectiveness of our internal
control over financial reporting.

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

CHANGES IN INTERNAL CONTROLS

No change in our internal control over financial  reporting (as defined in Rules
13a-15(f) and 15d-15(f)  under the Exchange Act) occurred during the fiscal year
ended February 28, 2009;  however,  we do not currently have an audit  committee
and management recognizes this as a material weakness which affects our internal
control over financial reporting.  Management intends to remediate such material
weakness during fiscal year 2009.

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 2009/2010.
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

Not applicable.

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:

                                       36
<PAGE>
    Name              Age                  Position with the Company
    ----              ---                  -------------------------

Garry E. Wong         62       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.

FAMILY RELATIONSHIPS

There are no family relationships among our directors and officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

During the past five years, none of our directors, executive officers or persons
that may be deemed  promoters is or have been  involved in any legal  proceeding
concerning:  (i) any  bankruptcy  petition  filed by or against any  business of
which such person was a general partner or executive  officer either at the time
of the bankruptcy or within two years prior to that time; (ii) any conviction in
a  criminal  proceeding  or  being  subject  to a  pending  criminal  proceeding
(excluding traffic violations and other minor offenses);  (iii) being subject to
any order, judgment or decree, not subsequently reversed,  suspended or vacated,
of any court of competent  jurisdiction  permanently or  temporarily  enjoining,
barring,  suspending or otherwise limiting  involvement in any type of business,
securities or banking  activity;  or (iv) being found by a court, the Securities
and Exchange  Commission or the  Commodity  Futures  Trading  Commission to have
violated a federal or state  securities or commodities law (and the judgment has
not been reversed, suspended or vacated).

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, 2009.

                                       37
<PAGE>
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, 2009 and February 29, 2008  (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 Wong,      2007     -0-        -0-         -0-         -0-           --               --             -0-          60,000
President        2008     -0-        -0-         -0-         -0-           --               --             -0-         170,000
CEO and CFO
</TABLE>

STOCK OPTIONS/SAW GRANTS IN FISCAL YEAR ENDED FEBRUARY 28, 2009

The following  table sets forth  information as at February 28, 2009 relating to
Stock Options that have been granted to the Named Executive Officers.

                   OUTSTANDING EQUITY AWARDS AT YEAR END TABLE

<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 Wong,    -0-             -0-             -0-                                 -0-           -0-         -0-          -0-
President,
CEO and CFO
</TABLE>

                                       38
<PAGE>
The following table sets forth information  relating to compensation paid to our
directors during fiscal years ended February 28, 2009:

                          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 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%
1333 W. Broadway, Suite 678
Vancouver, British Columbia
Canada V6H 4C1

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

                                       39
<PAGE>
     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.

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, 2009.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

During fiscal year ended February 28, 2009, we incurred approximately $10,175 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,  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 29, 2008, we incurred  approximately $7,350 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  29,  2008  and for the  review  of our  financial  statements  for the
quarters ended May 31, 2007, August 31, 2007 and November 30, 2007.

During fiscal year ended  February 28, 2009, 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.

                                       40
<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 March 18, 2008 between
                Laurence Stephenson and Deer Bay Resources Inc. (1)

  10.2          Geology Report on Emory Creek Claims by Glen Macdonald,  P. Geo,
                dated June 5, 2008. (1)

  16.1          Letter of Dale  Matheson  Carry-Hilton  Labonte  LLP,  Chartered
                Accountants,  dated April 13, 2009.  (2) Chartered  Accountants,
                dated April 13, 2009. (2)

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

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

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

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

(2)  Incorporated  by reference  from Current  Report on Form 8-K filed with the
     Securities and Exchange Commission on April 20, 2009.

                                       41
<PAGE>
                                   SIGNATURES

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

                                          DEER BAY RESOURCES INC.



Dated: June 12, 2009                      By: /s/ GARRY E. WONG
                                              ----------------------------------
                                              Garry E. Wong,
                                              President/Chief Executive Officer



Dated: June 12, 2009                      By: /s/ GARRY E. WONG
                                              ----------------------------------
                                              Garry E. Wong,
                                              Treasurer/Chief Financial Officer

                                       42