UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





**FORM
      10-KSB**





[X]
            ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934For
                the fiscal year ended**May
                31, 2007**[  
                ]
            TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACTFor
                the transition period from _________ to ________Commission
                file number**333-136372**





**Pacific
                Syndicated Resources, Inc.**(Name
                of small business issuer in its
                charter)




**Nevada**
            **n/a**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**15239
                92nd Avenue**
              **Surrey,
                B.C., Canada**
            **V3R
                0A8**(Address
                of principal executive offices)
            (Zip
                Code)Issuer’s
                telephone number:**(604)
                785-1827**




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **Not
                Applicable**Securities
                registered under Section 12(g) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **Not
                Applicable**





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





Check
      if
      disclosure of delinquent filers in response to Item 405 of Regulation S-B is
      not
      contained in this form, and no disclosure will be contained, to the best of
      registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-KSB or any amendment
      to
      this Form 10-KSB [ ]





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





State
      issuer’s revenue 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 average bid and asked price of
      such
      common equity, as of a specified date within the past 60 days. **Not
      available.**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date. **6,809,450
      Common Shares as of August 20, 2007.**





Transitional
      Small Business Disclosure Format (Check One): **Yes:
      __; No X**




Table
          of Contents




**TABLEOF
      CONTENTS**





PagePART
                IItem
                1.
            Description
                of Business
            3Item
                2.
            Description
                of Property
            7Item
                3.
            Legal
                Proceedings
            9Item
                4.
            Submission
                of Matters to a Vote of Security
                Holders
            10PART
                IIItem
                5.
            Market
                for Common Equity and Related Stockholder Matters
            10Item
                6.
            Plan
                of Operation
            12Item
                7.
            Financial
                Statements
            15Item
                8.
            Changes
                In and Disagreements With Accountants on Accounting and
                Financial Disclosure
            16Item
                8A.
            Controls
                and Procedures
            16Item
                8B.
            Other
                Information
            17PART
                IIIItem
                9.
            Directors,
                Executive Officers, Promoters and Control Persons;
                Compliance With Section 16(a) of the Exchange Act
            17Item
                10.
            Executive
                Compensation
            19Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management
                and Related Stockholder Matters
            21Item
                12.
            Certain
                Relationships and Related
                Transactions
            22Item
                13.
            Exhibits
            22Item
                14.
            Principal
                Accountant Fees and Services
            23


2
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          of Contents


PART
      I


**Item1.
      Description of Business**


**In
      General**





We
      are an
      exploration stage company that was set up to engage in the exploration of
      mineral properties. We acquired a mineral claim that we refer to as the April
      Hope mineral claim.





The
      claim
      is located on the Adams Plateau, an area which has a rich history of hard rock
      prospecting from the 1900’s. Indicated reserves at a developed prospect located
      4 km northeast of the April Hope claim are 148,000 tons grading 49.7 grams
      per
      ton silver, 0.25 percent cadmium, 0.19 per cent copper, 0.14 per cent
      molybdenum, 0.53 per cent lead, and 2.43 per cent zinc. Earlier small-scale
      exploration found anomalous mineralization across the April Hope property and
      identified potential mineralized zones.




**Acquisition
      of the April Hope mineral claim.**





We
      have
      acquired a 100% interest in the April Hope mineral claim located within the
      Kamloops Mining Division of British Columbia. The record owner of the April
      Hope
      mineral claims is Ms. Kathryn Ellen Witter, who holds the claim in trust for
      Pacific Syndicated Resources, Inc. Ms. Witter electronically staked and recorded
      her ownership in the April Hope mineral claims under the electronic mineral
      claim staking and recording procedures established in the Province of British
      Columbia. A party is able to stake and record an interest in a particular
      mineral claim if no other party has an interest in the said claim that is in
      good standing and on record at the Provincial Mining Recorder’s Office. There is
      no formal agreement between Ms. Witter and the Province of British
      Columbia.





The
      April
      Hope claim is administered under the Mines Act of British Columbia. Our interest
      in the April Hope mineral claim will continue into perpetuity provided that
      the
      minimum required expenditures toward exploration work on the claim are made
      in
      compliance with the Act. The required amount of expenditures toward exploration
      work is set by the Province of British Columbia and can be altered in their
      sole
      discretion. Currently, the amount required to be expended annually for
      exploration work within the first three years that the mineral claim is acquired
      is $4.00cn per hectare. If the mineral claim has been in place for longer than
      three years, the Province of British Columbia requires that the amount of
      exploration work expended annually is at least $8.00cn per hectare.





We
      selected the April Hope mineral property based upon an independent geological
      report which was commissioned from R.C. McLean, a Consulting Geologist. Mr.
      McLean recommended a three-phase exploration program on this claim. Mr. McLean
      is a geologist with offices at Suite #312 - 336 1 st Avenue
      East, Vancouver, BC V5T 4R6. He has a B.Sc. Hons. degree in Geology earned
      at
      the University of Alberta in 2000, and is a Licensee with the Association of
      Professional Engineers Geologists and Geophysicists of the NWT.





The
      property that is the subject of the April Hope mineral claim is undeveloped
      and
      does not contain any open-pit or underground mines which can be rehabilitated.
      There is no commercial production plant or equipment located on the property
      that is the subject of the mineral claim. Currently, there is no power supply
      to
      the mineral claims.





**Description
      and Location of the April Hope mineral claim**





The
      April
      Hope mineral claim is located in Kamloops Mining Division of British Columbia,
      Canada. The claim covers approximately 603 acres (244 hectares). The property
      consists of 12 cells under one mineral claim tenure number 531284. The property
      is located 9 km north of Shuswap Lake and 9 km east of Adams Lake in
      southeastern British Columbia.


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The
      Province of British Columbia owns the land covered by the April Hope mineral
      claim. Currently, we are not aware of any native land claims that might affect
      the title to the mineral claim or to British Columbia’s title of the property.
      Although we are unaware of any situation that would threaten this claim, it
      is
      possible that a native land claim could be made in the future. The federal
      and
      provincial government policy at this time is to consult with all potentially
      affected native bands and other stakeholders in the area of any potential
      commercial production. If we should encounter a situation where a native person
      or group claims and interest in this claim, we may choose to provide
      compensation to the affected party in order to continue with our exploration
      work, or if such an option is not available, we may have to relinquish any
      interest that we hold in this claim.





**April
      Hope Mineral Claim Geological Report, Dated April 5, 2006**





A
      primary
      purpose of the geological report is to review information, if any, from the
      previous exploration of the mineral claims and to recommend exploration
      procedures to establish the feasibility of commercial production project on
      the
      mineral claims. The summary report lists results of the history of the
      exploration of the mineral claims, the regional and local geology of the mineral
      claims and the mineralization and the geological formations identified as a
      result of the prior exploration. The summary report also gave conclusions
      regarding potential mineralization of the mineral claims and recommended a
      further geological exploration program.





**Recommendations
      From Our Consulting Geologist**





Our
      consulting geologist recommended the following specific actions as part of
      a
      sampling and prospecting program for the April Hope property:





1.   Sa mpling
      should be carried out along the logging roads on the property, taking advantage
      of road cuts for soil samples and grab samples.





2.  Soil
      geochemistry and sample profiles should be collected across the property where
      possible.





3.  Creek
      sediment sampling should be conducted along the lengths of all creeks present
      on
      the property.




4.  If
      assay
      results of the soil samples warrant further exploration, a geophysical program
      should be pursued in those areas of the claim with the most encouraging
      geochemical results.





5.  If
      geochemical sampling and geophysics suggest a mineralized body of significance,
      a trenching or drilling program should be undertaken to determine the extent
      and
      grade of mineralization.





**Plan
      of Exploration and Exploration Budget**





Originally
      and during the reported fiscal year, our plan has been to carry out exploration
      work on this claim in order to ascertain whether it possesses commercially
      exploitable quantities of copper, lead, zinc, gold and silver. We will not
      be
      able to determine whether or not the April Hope mineral claim contains a
      commercially exploitable mineral deposit, or reserve, until appropriate
      exploratory work is done and an economic evaluation based on that work indicates
      economic viability.





The
      existence of commercially exploitable mineral deposits in the April Hope mineral
      claim is unknown at the present time and we will not be able to ascertain such
      information until we receive and evaluate the results of our exploration
      program.





The
      current budget for the exploration program as recommended by our geologist
      is as
      follows:


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**Phase
                I**
            **Exploration
                Expenditure**Geophysical
                surveys, geological mapping, plus support services
            **$10,558.03****Phase
                II******Trenching
                and sampling, plus support services
            **$6,200****Phase
                III**Geophysical
                surveys, plus support services
            **$9,200****Total,
                Phases I, II and III**
            **$25,958.03**




Phase
      I
      of our exploration program began on the last week of November 2006, and has
      cost
      approximately $5,058.03 to date. Due to unpredictable weather conditions, the
      geologist was unable to properly survey the land and obtain a meaningful number
      of samples in order to fully complete Phase I of our initial recommended work
      program.





Since
      the
      property is at a high elevation, the deep snow that hampered the initial attempt
      at completing Phase I of our work program remained until early June.
      Unfortunately, it has been difficult since that time to rebook our consulting
      geologist to due to his busy schedule, and we have been unable to find a
      replacement geologist to continue with the planned exploration work. Since
      we
      have to recommence the Phase I work program, this will double the original
      expected budget for that phase of the recommended work program to a total of
      approximately $10,558.03, including the $5,058.03 expended to date.





Because
      of the difficulties and delays in completing Phase I or our planned mineral
      exploration program, we have been unable thus far to identify a reliable source
      of funding to complete the initial exploration program as recommended by our
      consulting geologist. As a result of our lack of progress so far, the
      uncertainty regarding the source of our required additional funding and the
      relatively risky overall nature of our enterprise, we have been evaluating
      alternative business opportunities which have been presented to us and may
      bring
      value to our shareholders. Although we have not entered into any binding
      agreement regarding any specific new business opportunity at this time, we
      have
      been in negotiations and doing due diligence which we hope will lead to an
      agreement in the near future. In the event we are able to reach such an
      agreement, we will abandon our plan to develop the April Hope mineral claim
      and
      follow a plan involving the new business opportunity.





**Competition**





The
      mineral exploration industry, in general, is intensely competitive and even
      if
      commercial quantities of reserves are discovered, a ready market may not exist
      for the sale of the reserves.





Most
      companies operating in this industry are more established and have greater
      resources to engage in the production of mineral claims. We were incorporated
      on
      March 20, 2006 and our operations are not well-established. Our resources at
      the
      present time are limited. As a result of continuing losses, we may exhaust
      all
      of our resources and be unable to complete the exploration of the April Hope
      mineral claim. There is also significant competition to retain qualified
      personnel to assist in conducting mineral exploration activities.  If a
      commercially viable deposit is found to exist and we are unable to retain
      additional qualified personnel, we may be unable to enter into production and
      achieve profitable operations. These factors set forth above could inhibit
      our
      ability to compete with other companies in the industry and entered into
      production of the mineral claim if a commercial viable deposit is found to
      exist.


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Numerous
      factors beyond our control may affect the marketability of any substances
      discovered. These factors include market fluctuations, the proximity and
      capacity of natural resource markets and processing equipment, government
      regulations, including regulations relating to prices, taxes, royalties, land
      tenure, land use, importing and exporting of minerals and environmental
      protection. The exact effect of these factors cannot be accurately predicted,
      but the combination of these factors may result our not receiving an adequate
      return on invested capital.





**Compliance
      with Government Regulation**





If
      we
      progress to the production phase, production of minerals in the Province of
      British Columbia will require prior approval of applicable governmental
      regulatory agencies. We cannot be certain that such approvals will be obtained.
      The cost and delay involved in attempting to obtain such approvals cannot be
      known in advance.





The
      main
      agency that governs the exploration of minerals in the Province of British
      Columbia, Canada, is the Ministry of Energy and Mines.





The
      Ministry of Energy and Mines manages the development of British Columbia's
      mineral resources, and implements policies and programs respecting their
      development while protecting the environment. In addition, the Ministry
      regulates and inspects the exploration and mineral production industries in
      British Columbia to protect workers, the public and the
      environment.





The
      material legislation applicable to Pacific Syndicated Resources, Inc. is the
      Mineral Tenure Act and the Mines Act of British Columbia. The initial phase
      of
      our exploration program will consist hand trenching, sampling, mapping, and
      possibly a segment of an electronic based geological exploration technique
      referred to as Induced Polarization. The practice in British Columbia under
      this
      act has been to request permission for such a program in a letter to the B.C.
      Ministry of Energy and Mines. Permission is usually granted within one week.
      Should a follow-up exploration program be undertaken, it would probably be
      intended to refine information garnered in the first phase employing the same
      methods of exploration.





The
      B.C.
      Ministry of Energy and Mines administers the Mines Act, the Health, Safety
      and
      Reclamation Code and the Mineral Exploration Code. Ongoing exploration programs
      likely will be expanded to include activities such as line cutting, machine
      trenching and drilling. In such circumstance, a reclamation deposit is usually
      required in the amount of $3,000 to $5,000. The process of requesting permission
      and posting the deposit usually takes about 2 weeks. The deposit is refundable
      upon a Ministry of Energy and Mines inspector’s determination that the
      exploration program has resulted in no appreciable disturbance to the
      environment.





The
      Mineral Tenure Act and its regulations govern the procedures involved in the
      location, recording and maintenance of mineral and placer titles in British
      Columbia. The Mineral Tenure Act also governs the issuance of mining leases,
      which are long term entitlements to minerals, designed as production tenures.
      At
      this phase in the process, a baseline environmental study would have to be
      produced. Such a study could take many months and cost in excess of
      $100,000.





All
      mineral exploration activities carried out on a mineral claim or mining lease
      in
      British Columbia must be in compliance with the Mines Act. The Mines Act applies
      to all mines during exploration, development, construction, production, closure,
      reclamation and abandonment. Additionally, the provisions of the Health, Safety
      and Reclamation Code for mines in British Columbia contain standards for
      employment, occupational health and safety, accident investigation, work place
      conditions, protective equipment, training programs, and site supervision.
      Also,
      the Mineral Exploration Code contains standards for exploration activities
      including construction and maintenance, site preparation, drilling, trenching
      and work in and about a water body.


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Additional
      approvals and authorizations may be required from other government agencies,
      depending upon the nature and scope of the proposed exploration program. If
      the
      exploration activities require the falling of timber, then either a free use
      permit or a license to cut must be issued by the Ministry of Forests. Items
      such
      as waste approvals may be required from the Ministry of Environment, Lands
      and
      Parks if the proposed exploration activities are significantly large enough
      to
      warrant them.





We
      will
      also have to sustain the cost of reclamation and environmental remediation
      for
      all exploration work undertaken. Both reclamation and environmental remediation
      refer to putting disturbed ground back as close to its original state as
      possible. Other potential pollution or damage must be cleaned-up and renewed
      along standard guidelines outlined in the usual permits. Reclamation is the
      process of bringing the land back to its natural state after completion of
      exploration activities. Environmental remediation refers to the physical
      activity of taking steps to remediate, or remedy any environmental damage caused
      such as refilling trenches after sampling or cleaning up fuel spills. Our
      initial exploration program does not require any reclamation or remediation
      because of minimal disturbance to the ground. The amount of these costs is
      not
      known at this time because we do not know the extent of the exploration program
      we will undertake, beyond completion of the recommended exploration phase
      described above, or if we will enter into production on the property. Because
      there is presently no information on the size, tenor, or quality of any resource
      or reserve at this time, it is impossible to assess the impact of any capital
      expenditures on our earnings or competitive position in the event a
      potentially-economic deposit is discovered.





**Employees**





We
      have
      no employees as of the date of this prospectus other than our president and
      CEO,
      Mr. Woronchak. We conduct our business largely through agreements with
      consultants and other independent third party vendors.





**Research
      and Development Expenditures**





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





**Subsidiaries**





We
      have
      neither formed, nor purchased any subsidiaries since our
      incorporation.





**Patents
      and Trademarks**





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





**Item2.
      Description of Property**





The
      April
      Hope claim is located in southeastern British Columbia, 9 km north of Shuswap
      Lake and 9 km east of Adams Lake, Kamloops Mining Division, NTS Map Sheets
      82L/13 and 82M/4 at 50° 59’ / 119° 33’ latitude / longitude. Access to the
      property is by the Gold Creek logging road which runs through the property
      and
      can be reached by the Squillax / Anglemont highway that is 50 km east of
      Kamloops.




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8
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**Corporate
      Offices**





Mr.
      Woronchak works from his office located in his home.





**Item3.
      Legal Proceedings**





As
      of May
      31, 2007, we were not a party to any pending legal proceeding and were not
      aware
      of any pending legal proceeding to which any of our officers, directors, or
      any
      beneficial holders of 5% or more of our voting securities are adverse to us
      or
      have a material interest adverse to us.


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**Item4.
      Submission of Matters to a Vote of Security
      Holders**





No
      matters were submitted to our security holders for a vote, through the
      solicitation of proxies or otherwise, during the fourth quarter of the fiscal
      year ended May 31, 2007.





**PART
      II**





**Item5.
      Market for Common Equity and Related Stockholder
      Matters**





**Market
      Information**





Our
      common stock is currently quoted on the OTC Bulletin Board (“OTCBB”), which is
      sponsored by the NASD. The OTCBB is a network of security dealers who buy and
      sell stock. The dealers are connected by a computer network that provides
      information on current "bids" and "asks", as well as volume information. As
      of
      May 31, 2007, our shares were quoted on the OTCBB under the symbol
“PSRI.”





The
      following table sets forth the range of high and low bid quotations for our
      common stock for each of the periods indicated as reported by the OTCBB. These
      quotations reflect inter-dealer prices, without retail mark-up, mark-down or
      commission and may not necessarily represent actual transactions.





Fiscal
                Year Ending April 30, 2007Quarter
                Ended
            
            High
                $
            
            Low
                $May
                31, 2007
            
            0
            
            0February
                28, 2007
            
            0
            
            0November
                30, 2006
            
            0
            
            0August
                31, 2006
            
            n/a
            
            n/a





**Penny
      Stock**





The
      SEC
      has adopted rules that regulate broker-dealer practices in connection with
      transactions in penny stocks. Penny stocks are generally equity securities
      with
      a market 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. The penny stock rules require
      a broker-dealer, prior to a transaction in a penny stock, to deliver a
      standardized risk disclosure document prepared by the SEC, that: (a) contains
      a
      description of the nature and level of risk in the market for penny stocks
      in
      both public offerings and secondary trading; (b) contains a description of
      the
      broker's or dealer's duties to the customer and of the rights and remedies
      available to the customer with respect to a violation of such duties or other
      requirements of the securities laws; (c) contains a brief, clear, narrative
      description of a dealer market, including bid and ask prices for penny stocks
      and the significance of the spread between the bid and ask price; (d) contains
      a
      toll-free telephone number for inquiries on disciplinary actions; (e) defines
      significant terms in the disclosure document or in the conduct of trading in
      penny stocks; and (f)


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contains
      such other information and is in such form, including language, type size and
      format, as the SEC shall require by rule or regulation.





The
      broker-dealer also must provide, prior to effecting any transaction in a penny
      stock, the customer with (a) bid and offer quotations for the penny stock;
      (b)
      the compensation of the broker-dealer and its salesperson in the transaction;
      (c) the number of shares to which such bid and ask prices apply, or other
      comparable information relating to the depth and liquidity of the market for
      such stock; and (d) a monthly account statement showing 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 acknowledgment of the receipt
      of a risk disclosure statement, a written agreement as to transactions involving
      penny stocks, and a signed and dated copy of a written suitability
      statement.





These
      disclosure requirements may have the effect of reducing the trading activity
      for
      our common stock. Therefore, stockholders may have difficulty selling our
      securities.





**Holders
      of Our Common Stock**





As
      of
      April 30, 2007, we had approximately thirty-four (34) holders of record of
      our
      common stock.





**Dividends**





There
      are
      no restrictions in our articles of incorporation or bylaws that
      restrict us from
      declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
      declaring dividends where, after giving effect to the distribution of the
      dividend:





1.
            We
                would not be able to pay our debts as they become due in the usual
                course
                of business; or





2.
            Our
                total assets would be less than the sum of our total liabilities,
                plus the
                amount that would be needed to satisfy the rights of shareholders
                who have
                preferential rights superior to those receiving the
                distribution.





**Securities
      Authorized for Issuance Under Equity Compensation Plans**





As
      of May
      31, 2007, we had no equity compensation plans.


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**Item6.
      Plan of Operation**





**Forward-Looking
      Statements**




Certain
      statements, other than purely historical information, including estimates,
      projections, statements relating to our business plans, objectives, and expected
      operating results, and the assumptions upon which those statements are based,
      are “forward-looking statements” within the meaning of the Private Securities
      Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
      and Section 21E of the Securities Exchange Act of 1934. These
      forward-looking statements generally are identified by the words “believes,”
“project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,”
“may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and
      similar expressions. We
      intend
      such forward-looking statements to be covered by the safe-harbor provisions
      for
      forward-looking statements contained in the Private Securities Litigation Reform
      Act of 1995, and are including this statement for purposes of complying with
      those safe-harbor provisions. Forward-looking
      statements are based on current expectations and assumptions that are subject
      to
      risks and uncertainties which may cause actual results to differ materially
      from
      the forward-looking statements. Our
      ability to predict results or the actual effect of future plans or strategies
      is
      inherently uncertain. Factors which could have a material adverse affect on
      our
      operations and future prospects on a consolidated basis include, but are not
      limited to: changes in economic conditions, legislative/regulatory changes,
      availability of capital, interest rates, competition, and generally accepted
      accounting principles. These risks and uncertainties should also be considered
      in evaluating forward-looking statements and undue reliance should not be placed
      on such statements. We
      undertake no obligation to update or revise publicly any forward-looking
      statements, whether as a result of new information, future events or otherwise. Further
      information concerning our business, including additional factors that could
      materially affect our financial results, is included herein and in our other
      filings with the SEC.





**Plan
      Of Operations**




Our
      business plan has historically been to proceed with the exploration of the
      April
      Hope mineral claim to determine whether there are commercially exploitable
      reserves of copper, lead, zinc, gold or other metals. Since the initiation
      of
      this plan of operations, however, deep snow has hampered and delayed our initial
      attempt at completing Phase I of our work program. Moreover, since the clearing
      of the snows in June, we have been unable to rebook our consulting geologist
      or
      find a replacement geologist. As a result, we have not been able to continue
      with our planned exploration work and our expected costs to complete the
      recommended work program have doubled to over $10,000. As of May 31, 2007,
      we
      had only $1,037 in working capital.





Consequently,
      in order to complete our initial exploration program, we will now need to obtain
      additional funding in the form of equity financing from the sale of our common
      stock or loans. Unfortunately, we have not been able to identify sources of
      equity financing and do not have any arrangements in place for any future
      financing. If we are unable to attract sufficient equity financing, Mr.
      Woronchak has indicated that he is prepared to loan funds to us to cover
      anticipated expenses but his ability to fund the remaining phases of our
      proposed exploration program is


12
 Table
          of Contents


limited.
      Moreover, we believe that outside debt financing will not be an alternative
      for
      funding of our exploration program. The risky nature of this enterprise and
      lack
      of tangible assets places debt financing beyond the credit-worthiness required
      by most banks or typical investors of corporate debt until such time as an
      economically viable mine can be demonstrated.





Because
      of the difficulties in completing Phase I of the exploration program and the
      resulting need for additional funding, we have been presented with the difficult
      task of re-evaluating our business plan and plan of operations to determine
      whether it continues to be commercially viable. As a result of our lack of
      progress so far, the uncertainty regarding the source of our required additional
      funding and the relatively risky overall nature of our enterprise, management
      has been evaluating alternative business opportunities which have been presented
      to us. Although we have not entered into any binding agreement regarding any
      specific new business opportunity at this time, we have been in negotiations
      and
      doing due diligence which we hope will lead to an agreement in the near future.
      In the event we are able to reach such an agreement, we will abandon our plan
      to
      develop the April Hope mineral claim and follow a plan involving the new
      business opportunity.





**Employees**




We
      did
      not have any employees as of May 31, 2007. Our officer and director, Darrell
      Woronchak, served without compensation.




**Research
      and Development**




As
      of May
      31, 2007, we have not conducted any research or development





**Purchase
      and Sale of Significant Equipment**





As
      of May
      31, 2007, we did not anticipate any purchase or sale of equipment over the
      next
      twelve months.





**Results
      of Operations for the Year Ended May 31, 2007**





We
      did
      not earn any revenue during the fiscal year ended May 31, 2007 and have not
      earned any revenue since our inception on March 20, 2006.





We
      incurred operating expenses in the amount of $21,101 during our fiscal year
      ended May 31, 2007 and a total of $30,123 in operating expenses for the period
      from inception (March 20, 2006) to May 31, 2007. For the period from inception
      to May 31, 2007, these expenses consisted of accounting and audit fees in the
      amount of $14,028, incorporation costs in the amount of $375, mineral property
      costs in the amount of $7,862, office and sundry expenses in the amount of
      $765,
      rent expense in the amount of $5,600 and transfer agent fees in the amount
      of
      $1,493.





We
      incurred a net loss in the amount of $21,101 during our fiscal year ended May
      31, 2007 and a total net loss of $30,123 for the period from inception (March
      20, 2006) to May 31, 2007. Our losses for this period are mainly attributable
      to
      operating expenses and a lack of revenue.


13
 Table
          of Contents


**Liquidity
      and Capital Resources**





As
      of May
      31, 2007, we had total current assets of $6,771 and total assets of $6,771.
      Our
      total current assets as of May 31, 2007 consisted of cash in the mount of
      $6,771. Our total current liabilities as of May 31, 2007 were $5,734, consisting
      of an obligation due to a related party and accrued liabilities. As a result,
      on
      May 31, 2007, we had working capital of $1,037.




Operating
      activities used $25,167 in cash for the fiscal year ended May 31, 2007 and
      $29,989 in cash for the period from inception (March 20, 2006) to May 31, 2007.
      Our net loss of $30,123 since inception was the primary component of our
      negative operating cash flow. Net cash flows provided by financing activities
      for the period from inception (March 20, 2006) to May 31, 2007 were $36,760
      represented as proceeds from the sale of our stock and advances from a related
      party.





We
      are a
      development stage corporation and have not generated any revenue to date from
      our activities. Despite





We
      do not
      anticipate earning revenues until such time that we exercise our option entered
      into commercial production of the April Hope mineral property. We are presently
      in the exploration stage of our business and we can provide no assurance that
      we
      will discover commercially exploitable levels of mineral resources on the April
      Hope mineral property, or if such resources are discovered, that we will enter
      into commercial production.





**Off
      Balance Sheet Arrangements**





As
      of May
      31, 2007, there were no off balance sheet arrangements.





**Going
      Concern**




We
      have
      not attained profitable operations and are dependent upon obtaining financing
      to
      pursue exploration activities. For these reasons our auditors stated in their
      report that they have substantial doubt we will be able to continue as a going
      concern.





Our
      ability to continue as a going concern is dependent our generating cash from
      the
      sale of our common stock and/or obtaining debt financing and attaining future
      profitable operations. Management’s plans include selling our equity securities
      and obtaining debt financing to fund our capital requirements and ongoing
      operations; however, there was is assurance we will be successful in these
      efforts.


14
 Table
          of Contents


**Item7.
      Financial Statements**





Index
      to
      Financial Statements:




**Audited
                Financial Statements:**F-1
            Report
                of Independent Registered Public Accounting
                FirmF-2
            Balance
                Sheet as of May 31, 2007F-3
            Statements
                of Operations -Period from inception (March 20,
                2006) to May 31, 2007F-4
            Statements
                of Cash Flows for the period from inception (March
                20, 2006) to May 31, 2007F-5
            Statement
                of Stockholders’ Equity (Deficit) from inception
                (March 20, 2006) to May 31, 2007F-6
            Notes
                to Financial
                Statements





15
 Table
            of Contents


**REPORTOF
          INDEPENDENT REGISTERED PUBLIC ACCOUNTING
          FIRM**
  To
          the
          Stockholders and Board of Directors of Pacific Syndicated Resources,
          Inc,
  We
          have
          audited the accompanying balance sheets of Pacific
          Syndicated Resources, Inc (an
          exploration stage company) , as of
          May 31, 2007 and 2006 and the related statements of operations, cash flows
          and
          stockholders’ equity for the year ended May 31, 2007, the period from March 20,
          2006 (inception) to May 31, 2006 and the period from March 20, 2006 (inception)
          to May 31, 2007. These financial statements are the responsibility of the
          Company's management. Our responsibility is to express an opinion on these
          financial statements based on our audits.
 
 We
          conducted our audits in accordance with the standards of the Public Company
          Accounting Oversight Board (United States). Those standards require that we plan
          and perform an audit to obtain reasonable assurance whether the financial
          statements are free of material misstatement. The Company is not required
          to
          have, nor were we engaged to perform, an audit of its internal control
          over
          financial reporting. Our audit included consideration of internal control
          over
          financial reporting as a basis for designing audit procedures that are
          appropriate in the circumstances, but not for the purpose of expressing
          an
          opinion on the effectiveness of the Company’s internal control over financial
          reporting. Accordingly, we express no such opinion. An audit also includes
          examining, on a test basis, evidence supporting the amounts and disclosures
          in
          the financial statements. 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 provides a reasonable basis for our opinion.
 
 In
          our
          opinion, these  financial
          statements present fairly, in all material respects, the financial position
          of
          Pacific Syndicated Resources, Inc. (an exploration stage company) as of May
          31,
          2007 and 2006 and
          the
          results of its operations and its cash flows for
          the
          year ended May 31, 2007, the period from March 20, 2006 (inception) to
          May 31,
          2006 and the period from March 20, 2006 (inception) to May 31, 2007 in
          conformity with accounting principles generally accepted in the United
          States of
          America.
 
 The
          accompanying financial statements have been prepared assuming that the
          Company
          will continue as a going concern. As discussed in Note 1 to the financial
          statements, the Company has not
          generated revenues since inception, has incurred losses in developing its
          business, and further losses are anticipated. The Company requires additional
          funds to meet its obligations and the costs of its operations. These factors
          raise substantial doubt about the Company’s ability to continue as a going
          concern. Management’s plans in this regard are described in Note 1. The
          financial statements do not include any adjustments that might result from
          the
          outcome of this uncertainty.
 
 
 DALE
          MATHESON CARR-HILTON LABONTE LLP
 CHARTERED
          ACCOUNTANTS
 Vancouver,
          Canada
 August
          17, 2007
 F-1
 Table
            of Contents
 **PACIFICSYNDICATED
        RESOURCES, INC.**
 (An
        Exploration Stage Company)
 BALANCE
        SHEETS
 May
        31,
        2007, and 2006
 May
                    31,
                  2007
                
                May
                    31,
                  2006******ASSETS****CURRENT
                    ASSETS**Cash
                $
                6,771
                
                $
                27,513Prepaid
                    expenses
                
                -
                
                
                3,500$
                6,771
                
                $
                31,013**LIABILITIES
                    AND STOCKHOLDERS’ EQUITY****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued liabilities
                $
                134
                
                $
                7,700Due
                    to related party (Note 5)
                
                5,600
                
                
                1,1755,734
                
                
                8,875**Contingency
                    (Note 1)****STOCKHOLDERS’
                    EQUITY**Capital
                    stock (Note 4)Authorized:
                    75,000,000
                    common shares, $0.001 par value,Issued
                      and outstanding:6,809,450 common shares
                
                6,809
                
                
                6,809Additional
                    paid in capital
                
                24,351
                
                
                24,351Deficit
                    accumulated during the exploration stage
                
                (
                    30,123)
                
                
                (
                    9,022)1,037
                
                
                22,138$
                6,771
                
                $
                31,013
  The
        accompanying notes are an integral part of these financial
        statements
 F-2
 Table
            of Contents
 **PACIFICSYNDICATED
        RESOURCES, INC.**
 (An
        Exploration Stage Company)
 STATEMENT
        OF OPERATIONS


YearEnded
                    May
                      31,
                    2007
                
                March
                      20, 2006
                    (Inception)
                      to May 31,
                    2006
                
                March
                      20, 2006
                    (Inception)
                      to May 31,
                    2007**EXPENSES**Accounting
                    and audit fees
                $
                8,828
                
                $
                5,200
                
                $
                14,028Incorporation
                    costs
                
                -
                
                
                375
                
                
                375Mineral
                    property costs
                
                5,362
                
                
                2,500
                
                
                7,862Office
                    and sundry
                
                618
                
                
                147
                
                
                765Rent
                    (Note 5)
                
                4,800
                
                
                800
                
                
                5,600Transfer
                    agent
                
                1,493
                
                
                -
                
                
                1,493**NET
                    LOSS**
                $
                21,101
                
                $
                9,022
                
                $
                30,123**BASIC
                    LOSS PER SHARE**
                $
                0.00
                
                $
                0.00**WEIGHTED
                    AVERAGE NUMBER OF SHARES OUTSTANDING**
                
                6,809,450
                
                
                4,635,617
 
 The
        accompanying notes are an integral part of these financial
        statements
 F-3
 Table
            of Contents
 **PACIFICSYNDICATED
        RESOURCES, INC.**
 (An
        Exploration Stage Company)
 STATEMENT
        OF CASH FLOWS
 Year
                    Ended
                    May
                      31,
                    2007
                
                March
                      20, 2006 (Inception) to May 31,
                    2006
                
                March
                      20, 2006 (Inception) to
                    May
                      31,
                    2007**OPERATING
                    ACTIVITIES**Net
                    loss
                $
                (21,101)
                
                $
                (9,022)
                
                $
                (30,123)Change
                    in non-cash working capital balance related to operationsPrepaid
                    expenses
                
                3,500
                
                
                (3,500)
                
                
                -Accounts
                    payable and accruedliabilities
                
                (7,566)
                
                
                7,700
                
                
                134Net
                    cash used in operations
                
                (25,167)
                
                
                (4,822)
                
                
                (29,989)**FINANCING
                    ACTIVITIES**Proceeds
                    on sale of common stock
                
                -
                
                
                31,160
                
                
                31,160Advance
                    from related party
                
                4,425
                
                
                1,175
                
                
                5,600Net
                    cash from financing activities
                
                4,425
                
                
                32,335
                
                
                36,760Increase
                    (decrease) in cash
                
                (20,742)
                
                
                27,513
                
                
                6,771**CASH,
                    BEGINNING**
                
                27,513
                
                
                -
                
                
                -**CAH,
                    ENDING**
                $
                6,771
                
                $
                27,513
                
                $
                6,771Supplemental
                    cash flow information:Cash
                    paid for:Interest
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes
                $
                -
                
                $
                -
                
                $
                -
 The
        accompanying notes are an integral part of these financial
        statements
 F-4
 Table
            of Contents
 **PACIFICSYNDICATED
        RESOURCES, INC.**
 (An
        Exploration Stage Company)
 STATEMENT
        OF STOCKHOLDERS’ EQUITY
 for
        the
        period March 20, 2006 (Inception) to May 31, 2007
 Common
                    Shares
                
                Additional
                    Paid
                      in
                
                Deficit
                      Accumulated During the
                    ExplorationNumber
                
                Par
                    Value
                
                Capital
                
                Stage
                
                TotalBalance,
                    March 20, 2006,
                
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -Capital
                  stock issued
                  for cash:-
                    April 2006 at $0.001 per share
                
                4,000,000
                
                
                4,000
                
                
                -
                
                
                -
                
                
                4,000-
                    April 2006 at $0.005 per share
                
                2,765,000
                
                
                2,765
                
                
                11,060
                
                
                -
                
                
                13,825-
                    April 2006 at $0.30 per share
                
                44,450
                
                
                44
                
                
                13,291
                
                
                -
                
                
                13,335Net
                    loss
                
                -
                
                
                -
                
                
                -
                
                
                (9,022)
                
                
                (9,022)Balance,
                    May 31, 2006
                
                6,809,450
                
                
                6,809
                
                
                24,351
                
                
                (9,022)
                
                
                22,138Net
                    loss
                
                -
                
                
                -
                
                
                -
                
                
                (21,101)
                
                
                (21,101)Balance,
                    May 31, 2007
                
                6,809,450
                
                $
                6,809
                
                $
                24,351
                
                $
                (30,123)
                
                $
                1,037
 The
        accompanying notes are an integral part of these financial
        statements
 F-5
 Table
            of Contents
 **PACIFICSYNDICATED
          RESOURCES, INC.**
 (An
          Exploration Stage Company)
 NOTES
          TO
          THE FINANCIAL STATEMENTS
 May
          31,
          2007
 Note
                    1
                Nature
                    and Continuance of Operations
  The
          Company was incorporated in the State of Nevada on March 20, 2006 and is
          in the
          exploration stage. The Company has acquired a mineral property located
          in the
          Province of British Columbia, Canada and 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.
  These
          financial statements have been prepared on a going concern basis which
          assumes
          that the Company will be able to realize its assets and discharge its
          liabilities in the normal course of business for the foreseeable future.
          The
          Company has incurred losses since inception resulting in an accumulated
          deficit
          of $30,123 as at May 31, 2007 and further losses are anticipated in the
          development of its business raising 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.
 
 Note
                    2
                Summary
                    of Significant Accounting
                    Policies
 
 Basis
          of Presentation
 
 The
          financial statements of the Company have been prepared in accordance with
          generally accepted accounting principles in the United States of America
          and are
          presented in US dollars.
 
 Exploration
          Stage Company
  The
          Company complies with Financial Accounting Standards Board Statement No.
          7 as to
          its characterization of the Company as an exploration stage
          enterprise.
 F-6
 Table
              of Contents
 **PACIFIC
        SYNDICATED RESOURCES, INC.**
 (An
        Exploration Stage Company)
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 May
        31,
        2007
  Note
                    2
                Summary
                    of Significant Accounting Policies-
                    (cont’d)
 
 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 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 is not met. Mineral
          property exploration costs are expensed as incurred. When it has been determined
          that a mineral property can be economically developed as a result of
          establishing proven and probable reserves, the costs incurred to develop
          such property are capitalized. As of the date of these financial statements,
          the
          Company has incurred only acquisition and exploration costs which have
          been
          expensed. **** To
          date
          the Company has not established any proven or probable reserves on its
          mineral
          properties.
 
 Use
          of
          Estimates and Assumptions
 
 The
          preparation of financial statements in conformity with generally accepted
          accounting principles requires management to make estimates and assumptions
          that
          affect the reported amounts of assets and liabilities and disclosure of
          contingent assets and liabilities at the date of the financial statements
          and
          the reported amounts of revenues and expenses during the period. Actual
          results
          could differ from those estimates.
 
 Foreign
          Currency Translation
 
 The
          financial statements are presented in United States dollars. In accordance
          with
          Statement of Financial Accounting Standards No. 52, “Foreign Currency
          Translation”, foreign denominated monetary assets and liabilities are translated
          into their United States dollar equivalents using foreign exchange rates
          which
          prevailed at the balance sheet date. Non monetary assets are converted
          at
          exchange rates prevailing on the transaction date. Revenue and expenses
          are
          translated at average rates of exchange during the year. Gains or losses
          resulting from foreign currency transactions are included in results of
          operations.
 
 Fair
          Value of Financial Instruments
 
 The
          carrying value of cash, accounts payable, accrued liabilities and due to
          related
          parties approximates their fair value because of the short maturity of
          these
          instruments. Unless otherwise noted, it is management’s opinion that the Company
          is not exposed to significant interest, currency or credit risks arising
          from
          these financial instruments.
  F-7
 Table
            of Contents
 **PACIFIC
        SYNDICATED RESOURCES, INC.**
 (An
        Exploration Stage Company)
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 May
        31,
        2007


Note
                    2
                Summary
                    of Significant Accounting Policies-
                    (cont’d)
 
 Environmental
          Costs
  Environmental
          expenditures that relate to current operations are expensed or capitalized
          as
          appropriate. Expenditures that relate to an existing condition caused by
          past
          operations, and which do not contribute to current or future revenue generation,
          are expensed. Liabilities are recorded when environmental assessments and/or
          remedial efforts are probable, and the cost can be reasonably estimated.
          Generally, the timing of these accruals coincides with the earlier of completion
          of a feasibility study or the Company’s commitments to plan of action based on
          the then known facts.
 
 Income
          Taxes
 
 The
          Company follows the liability method of accounting for income taxes. Under
          this
          method, deferred income tax assets and liabilities are recognized for the
          estimated tax consequences attributable to differences between the financial
          statement carrying values and their respective income tax basis (temporary
          differences). The effect on deferred income tax assets and liabilities
          of a
          change in tax rates is recognized in income in the period that includes
          the
          enactment date.
 
 At
          May
          31, 2007 a full deferred tax asset valuation allowance has been provided
          and no
          deferred tax asset benefit has been recorded .
 
 Basic
          and Diluted Loss Per Share
 
 Basic
          earnings per share includes no dilution and is computed by dividing income
          available to common stockholders by the weighted average number of common
          shares
          outstanding for the period. Dilutive earnings per share reflect the potential
          dilution of securities that could share in the earnings of the Company.
          Because
          the Company does not have any potentially dilutive securities, the accompanying
          presentation is only of basic loss per share.
 
 Recent
          Accounting Pronouncements
 
 In
          February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
          Financial Assets and Financial Liabilities”. This Statement permits entities to
          choose to measure many financial assets and financial liabilities at fair
          value.
          Unrealized gains and losses on items for which the fair value option has
          been
          elected are reported in earnings. SFAS No. 159 is effective for fiscal
          years
          beginning after November 15, 2007. The Company is currently assessing the
          impact of SFAS No. 159 on its financial position and results of
          operations.
  F-8
 Table
            of Contents
 **PACIFIC
        SYNDICATED RESOURCES, INC.**
 (An
        Exploration Stage Company)
 NOTES
        TO
        THE FINANCIAL STATEMENTS
 May
        31,
        2007
 Note
                    3
                Mineral
                    Property
 
 April
          Hope Property
  During
          the period ended May 31, 2006, the Company electronically staked a mineral
          property, known as "April Hope Property", located in the Province of British
          Columbia, Canada. The property was staked on behalf of the Company by the
          Company’s geologist and is held in trust for the Company. Upon request from the
          Company the title will be recorded in the name of the Company with the
          appropriate mining recorder. The Company incurred costs of $2,500 in relation
          to
          the staking of the mineral property. During the year ended May 31, 2007,
          the
          Company incurred $5,362 in exploration costs on the property.
  Note
                    4
                Capital
                    Stock
  The
          total
          number of common shares authorized that may be issued by the Company is
          75,000,000 shares with a par value of one tenth of one cent ($0.001) per
          share
          and no other class of shares is authorized.
  During
          the period ended May 31, 2006, the Company issued 6,809,450 shares of common
          stock for total cash proceeds of $31,160.
  At
          May
          31, 2007, there were no outstanding stock options or warrants.
 
 Note
                    5
                Related
                    Party Transactions
 
 As
          at May
          31, 2007, a director of the Company loaned the Company $5,600 (2006-$1,175).
          The
          loan is unsecured, non interest bearing and repayable on demand. During
          the year
          ended May 31, 2007 the Company incurred an office rent expense of $4,800
          (May
          31, 2006 - $800) with its president.
  F-9
 Table
            of Contents
 **PACIFIC
            SYNDICATED RESOURCES, INC.**
 (An
            Exploration Stage Company)
 NOTES
            TO
            THE FINANCIAL STATEMENTS
 May
            31,
            2007
 Note
                        6
                    Income
                        Taxes
 
 The
              significant components of the Company’s deferred tax assets are as
              follows:
  May
                        31,
                      2007
                    
                    May
                        31,
                      2006Deferred
                        Tax AssetsNon-capital
                        loss carryforward
                    $
                    4,140
                    
                    $
                    978Less:  valuation
                        allowance for deferred tax asset
                    
                    (
                        4,140)
                    
                    
                    (978)Net
                        deferred tax asset
                    $
                    -
                    
                    $
                    -
 
 There
              were no temporary differences between the Company’s tax and financial bases that
              result in deferred tax assets, except for the Company’s net operating loss
              carryforwards amounting to approximately $27,600 at May 31, 2007, which
              may be
              available to reduce future year’s taxable income. These carryforwards will
              expire, if not utilized, commencing in 2026.  Management
              believes that the realization of the benefits from this deferred tax
              assets
              appears uncertain due to the Company’s limited operating history and continuing
              losses. Accordingly a full, deferred tax asset valuation allowance
              has been
              provided and no deferred tax asset benefit has been
              recorded.


F-10
 Table
          of Contents


**Item8.
      Changes In and Disagreements with Accountants on Accounting
      and Financial** **Disclosure**





No
      events
      occurred requiring disclosure under Item 304(b) of Regulation S-B during the
      fiscal year ending May 31, 2007.





**Item8A.
      Controls and Procedures**





We
      carried out an evaluation of the effectiveness of the design and operation
      of
      our disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) as of May 31, 2007. This evaluation was carried out
      under the supervision and with the participation of our Chief Executive Officer
      and Chief Financial Officer, Mr. Darrell Woronchak. Based upon that evaluation,
      our Chief Executive Officer and Chief Financial Officer concluded that, as
      of
      May 31, 2007, our disclosure controls and procedures are effective. There have
      been no significant changes in our internal controls over financial reporting
      during the year ended May 31, 2007 that have materially affected or are
      reasonably likely to materially affect such controls.





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in our reports filed or
      submitted under the Exchange Act are recorded, processed, summarized and
      reported, within the time periods specified in the SEC's rules and forms.
      Disclosure controls and procedures include, without limitation, controls and
      procedures designed to ensure that information required to be disclosed in
      our
      reports filed under the Exchange Act is accumulated and communicated to
      management, including our Chief Executive Officer and Chief Financial Officer,
      to allow timely decisions regarding required disclosure.





Limitations
      on the Effectiveness of Internal Controls





Our
      management does not expect that our disclosure controls and procedures or our
      internal control over financial reporting will necessarily prevent all fraud
      and
      material error. Our disclosure controls and procedures are designed to provide
      reasonable assurance of achieving our objectives and our Chief Executive Officer
      and Chief Financial Officer concluded that our disclosure controls and
      procedures are effective at that reasonable assurance level. Further, the design
      of a control system must reflect the fact that there are resource constraints,
      and the benefits of controls must be considered relative to their costs. Because
      of the inherent limitations in all control systems, no evaluation of controls
      can provide absolute assurance that all control issues and instances of fraud,
      if any, within our company have been detected. These inherent limitations
      include the realities that judgments in decision-making can be faulty, and
      that
      breakdowns can occur because of simple error or mistake. Additionally, controls
      can be circumvented by the individual acts of some persons, by collusion of
      two
      or more people, or by management override of the internal control. The design
      of
      any system of controls also is based in part upon certain assumptions about
      the
      likelihood of future events, and there can be no assurance that any design
      will
      succeed in achieving its stated goals under all potential future conditions.
      Over time, control may become inadequate because of changes in conditions,
      or
      the degree of compliance with the policies or procedures may deteriorate.


16
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**Item8B.
      Other information**





None.





**PART
      III**





**Item9.
      Directors, Executive Officers, Promoters and Control Persons;
      Compliance with** **Section
      16(a) of the Exchange Act**





The
      following information sets forth the names of our directors and executive
      officers, their ages and their positions as of May 31, 2007.





**Name**
            **Age**
            **Position
                Held with the Company**
            **Date
                First Elected or Appointed**Darrell
                Woronchak
            44
            President,
                Chief Executive Officer, Chief Financial Officer, Principal Accounting
                Officer, Secretary, Treasurer, Director
            March
                20, 2006





Set
      forth
      below is a brief description of the background and business experience of each
      of our executive officers and directors.





Darrell
      Woronchak





**Darrell
      Woronchak** is our
      President, Secretary, Treasurer and a director. As President, Mr. Woronchak
      is
      responsible for the day-to-day management of the Company and for the continued
      strategic evolution of its mineral exploration and development programs. Prior
      to his service at Pacific Syndicated Resources, Inc., Mr. Woronchak held the
      following positions:




From
      October 2004 - April 2006, Mr. Woronchak was General Manager Nexus Minerals
      Inc.
      a Vancouver based gold mining and exploration company.




From
      June
      2002 - September 2004 Mr. Woronchak represented Sennheiser the world’s largest
      audio and sound company for Western Canada.




From
      December 1999 - May 2002 Mr. Woronchak was V.P. of Business Development for
      NewsGurus.com a Vancouver based company providing Investor Relations and
      Marketing Services for several public companies.




Mr.
      Woronchak has held the following directorships in public companies:


Graffoto
      Sales International, Inc. 1989-1997





17
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**Term
      of Office**





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





Our
      executive officers are appointed by our board of directors and hold office
      until
      removed by the board.





**Significant
      Employees**





As
      of May
      31 2007, we had no significant employees other than our officers and directors.





**Family
      Relationships**





As
      of May
      31, 2007, there were no family relationships between or among the directors,
      executive officers or persons nominated or chosen by us to become directors
      or
      executive officers.





**Involvement
      in Certain Legal Proceedings**





To
      the
      best of our knowledge, during the past five years, none of the following
      occurred with respect to a present director, person nominated to become
      director, executive officer, or control person as of May 31, 2007: (1) 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; (2) any conviction in a criminal proceeding
      or being subject to a pending criminal proceeding (excluding traffic violations
      and other minor offenses); (3) 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 his or her involvement in any type of business, securities
      or
      banking activities; and (4) being found by a court of competent jurisdiction
      (in
      a civil action), the SEC or the Commodities Futures Trading Commission to have
      violated a federal or state securities or commodities law, and the judgment
      has
      not been reversed, suspended or vacated.





**Audit
      Committee**





As
      of May
      31, 2007, we did not have a separately-designated standing audit committee.
      The
      entire board of directors performed the functions of an audit committee, but
      no
      written charter governed the actions of the board of directors when performing
      the functions that would generally be performed by an audit committee. The
      board
      of directors approved the selection of our independent accountants and met
      and
      interacted with the independent accountants to discuss issues related to
      financial reporting. In addition, the board of directors reviewed the scope
      and
      results of the audit with the independent accountants, reviewed with management
      and the independent accountants our annual operating results, considered the
      adequacy of our internal


18
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accounting
      procedures and considered other auditing and accounting matters including fees
      to be paid to the independent auditor and the performance of the independent
      auditor.





We
      did
      not have an audit committee financial expert as of May 31, 2007 because of the
      size
      of our company and our board of directors at this time. We believed that we
      did
      not require an audit committee financial expert at thst time because we retained
      outside consultants who possessed these attributes.





For
      the
      fiscal year ending May 31, 2007, the board of directors:





1.
            Reviewed
                and discussed the audited financial statements with management,
                and





2.
            Reviewed
                and discussed the written disclosures and the letter from our independent
                auditors on the matters relating to the auditor's
                independence.





Based
      upon the board of directors’ review and discussion of the matters above, the
      board of directors authorized inclusion of the audited financial statements
      for
      the year ended May 31, 2007 to be included in this Annual Report on Form 10-KSB
      and filed with the Securities and Exchange Commission.





**Section
      16(a) Beneficial Ownership Reporting Compliance**





Our
      officers, directors and shareholders owning greater than ten percent of our
      shares are not required to comply with Section 16(a) of the Securities Exchange
      Act of 1934 because we do not have a class of securities registered under
      Section 12 of the Securities Exchange Act of 1934.





**Code
      of Ethics Disclosure**





As
      of May
      31, 2007, we have not adopted a Code of Ethics for Financial Executives, which
      include our principal executive officer, principal financial officer, principal
      accounting officer or controller, or persons performing similar
      functions.





**Item10.
      Executive Compensation**





**Summary
      Compensation Table**




The
      table
      below summarizes all compensation awarded to, earned by, or paid to our former
      or current executive officers for the fiscal year ended May 31,
      2007.


19
 Table
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SUMMARY
                COMPENSATION TABLENameand
              principalposition
            Year
            Salary($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-Equity
              Incentive
                Plan
              Compensation
              ($)
            Nonqualified
              Deferred
              Compensation
              Earnings
                ($)
            All
                Other
              Compensation
              ($)
            Total
              ($)Mr.
                Darrell Woronchak(1)
              President,
                Chief Executive Officer Chief Financial Officer, Principal Accounting
                Officer Treasurer and Secretary
            2007
              2006
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0
            0
              0





(1)
            Mr.
                Woronchak was appointed to serve as our President, Chief Executive
                Officer, Chief Financial Officer, Principal Accounting Officer, Treasurer,
                and Secretary on March 20, 2006. The information provided in the
                summary
                compensation table includes all compensation paid to Mr. Woronchak
                through
                the full fiscal year ended May 31, 2007.




**Narrative
      Disclosure to the Summary Compensation Table**




We
      did
      not compensate our executive officers for services rendered during the fiscal
      year ended May 31, 2007.





**Outstanding
      Equity Awards at Fiscal Year-End**





The
      table
      below summarizes all unexercised options, stock that has not vested, and equity
      incentive plan awards for each named executive officer as of May 31,
      2007.





**OUTSTANDING
                EQUITY AWARDS AT FISCAL YEAR-END**OPTION
                AWARDS
            STOCK
                AWARDSName
            Number
                of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Exercisable
            Number
                of
              Securities
              Underlying
              Unexercised
              Options
              (#)
              Unexercisable
            Equity
              Incentive
              Plan
              Awards:
              Number
                of
              Securities
              Underlying
              Unexercised
              Unearned
              Options
              (#)
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date
            Number
              of
              Shares
              or
                Units
              of
              Stock
                That
              Have
              Not
              Vested
              (#)
            Market
              Value
              of
              Shares
              or
              Units
              of
              Stock
              That
              Have
              Not
              Vested
              ($)
            Equity
              Incentive
              Plan
              Awards:
              Number
              of
              Unearned
              Shares,
              Units
                or
              Other
              Rights
              That
                Have
              Not
              Vested
              (#)
            Equity
              Incentive
              Plan
              Awards:
              Market
                or
              Payout
              Value
                of
              Unearned
              Shares,
              Units
                or
              Other
              Rights
              That
              Have
                Not
              Vested
              (#)Darrell
                Woronchak
            -
            -
            -
            -
            -
            -
            -
            -
            -




20
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**Compensation
      of Directors**





The
      table
      below summarizes all compensation of our directors as of April 30,
      2007.





**DIRECTOR
                COMPENSATION**Name
            Fees
                Earned or
              Paid
                in
              Cash
              ($)
            Stock
                Awards
              ($)
            Option
                Awards
              ($)
            Non-Equity
              Incentive
              Plan
              Compensation
              ($)
            Non-Qualified
              Deferred
              Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Ron
                Bell
            -
            -
            -
            -
            -
            -
            -





**Narrative
      Disclosure to the Director Compensation Table**





We
      do not
      pay any cash or other compensation to our directors.





**Item11.
      Security Ownership of Certain Beneficial Owners and
      Management and Related** **Stockholder
      Matters**





The
      following table sets forth, as of May 31, 2007, the beneficial ownership of
      our
      common stock by each executive officer and director, by each person known by
      us
      to beneficially own more than 5% of the our common stock and by the executive
      officers and directors as a group. Except as otherwise indicated, all shares
      are
      owned directly and the percentage shown is based on 6,809,450 shares of common
      stock issued and outstanding on May 31, 2007.





**Name
                of Beneficial Owners of Common Stock****1**
            **Title
                of Class**
            **Amount
                and Nature of Beneficial Ownership**
            **%
                of Common Stock****2**Darrell
                Woronchak
              President,
                Chief Executive Officer, Chief Financial Officer, Principal Accounting
                Officer, Secretary, Treasurer, Director
            Common
                Stock
            4,000,000
            58.74%**DIRECTORS
                AND OFFICERS - TOTAL**
            
            **4,000,000**
            **58.74%****5%
                SHAREHOLDERS**None.





(1)
            As
                used in this table, "beneficial ownership" means the sole or shared
                power
                to vote, or to direct the voting of, a security, or the sole or shared
                investment power with respect to a security (i.e., the power to dispose
                of, or to direct the disposition of, a security). In addition, for
                purposes of this table, a person is deemed, as of any date, to have
                "beneficial ownership" of any security that such person has the right
                to
                acquire within 60 days after such
                date.


21
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**Item12.
      Certain Relationships and Related
      Transactions**





Except
      for the following, as of May 31, 2007, none of our directors or executive
      officers, nor any proposed nominee for election as a director, nor any person
      who beneficially owns, directly or indirectly, shares carrying more than 5%
      of
      the voting rights attached to all of our outstanding shares, nor any members
      of
      the immediate family (including spouse, parents, children, siblings, and
      in-laws) of any of the foregoing persons had any material interest, direct
      or
      indirect, in any transaction over the last two years or in any presently
      proposed transaction which, in either case, has or will materially affect
      us:





(1)
      Our
      sole officer and director, Darrell Woronchak, provided a loan of $1,175 to
      the
      Company on May 31, 2006. The note is unsecured, does not bear interest, and
      has
      no specified terms of repayment.





(2)
      Our
      executive offices are currently located in the home of our sole officer and
      director, Darrell Woronchak. During the period ended May 31, 2007, we incurred
      rent expense payable to Mr. Woronchak in the amount of $4,800.





**Item13.
      Exhibits**





Exhibit
                Number
            Description3.1
            Articles
                of Incorporation, as amended(1)3.2
            By-laws,
                as amended(1)31.1
            Certification
                of Chief Executive Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200231.2
            Certification
                of Chief Financial Officer pursuant to
                Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant
                to
                Section 302 of the Sarbanes-Oxley Act of 200232.1
            Certification
                of Chief Executive Officer and Chief
                Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
                pursuant
                to Section 906 of the Sarbanes-Oxley Act of 200299.1
            Geological
                Report of R.C. McLean, Consulting Geologist with consent to use(1)





(1)
            Incorporated
                by reference to the Registration Statement on Form SB-2 filed with
                the
                Securities and Exchange Commission on August 14, 2006.


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**Item14.
      Principal Accountant Fees and Services**





**Audit
      Fees**




The
      aggregate fees billed by our auditors for professional services rendered in
      connection with a review of the financial statements included in our quarterly
      reports on Form 10-QSB and the audit of our annual consolidated financial
      statements for the fiscal year ended May 31, 2007 (our fist full fiscal year)
      was approximately $6,000.00.




**Audit-Related
      Fees**




Our
      auditors did not bill any additional fees for assurance and related services
      that are reasonably related to the performance of the audit or review of our
      financial statements.




**Tax
      Fees**




The
      aggregate fees billed by our auditors for professional services for tax
      compliance, tax advice, and tax planning were $0 and $0 for the fiscal years
      ended April 30, 2007 and 2006.




**All
      Other Fees**




The
      aggregate fees billed by our auditors for all other non-audit services, such
      as
      attending meetings and other miscellaneous financial consulting, for the fiscal
      years ended April 30, 2007 and 2006 were $0 and $0 respectively.\




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**SIGNATURES**







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





**Pacific
      Syndicated Resources, Inc.**





By:
      /s/ Darrel Woronchak


Darrel
      Woronchak


Chief
      Executive Officer and


Chief
      Financial Officer, and Principal Accounting Officer


Dated:
      August 29 ,
      2007