UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





(x)
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF
      1934


For the
      fiscal year ended October 31, 2008





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


For the
      transaction period
      from            toCommission File
      Number 333-140170





MACKENZIE TAYLOR MINERALS
    INC.(Exact
      name of Company as specified in
charter)





Nevada
            98-0505186State
      or other jurisdiction of incorporation or organization
            (I.R.S.
      Employee I.D. No.)





Suite 904 – 228 – 26th
      Street, S.W.
              Calgary, Alberta,
      Canada,
            T2S 3C6(Address of
      principal executive offices)
            (Zip
      Code)





Issuer’s
      telephone
      number                                                                1-250-754-1811





Securities
      registered pursuant to section 12 (b) of the
  Act:





Title
      of each share
              None
            Name
      of each exchange on which registered
              None





Securities
      registered pursuant to Section 12 (g) of the
  Act:





None


(Title
      of Class)





Check
whether the Issuer (1) filed all reports required to be filed by section 13 or
15 (d) of the Exchange Act during the past 12 months (or for a shorter period
that Mackenzie was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.





(1)   Yes
      [X]
            No
      [ ]
            (2)
            Yes
      [X]    No
  [   ]





Check if
there is no 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 Mackenzie’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [    ]





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





State
      issuer’s revenues for its most recent fiscal year:
            $  -0-





State the
aggregate market value of the voting stock held by nonaffiliates of
Mackenzie.  The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices of
such stock, as of a specific date within the past 60 days.





As at
October 31, 2008, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.








-1-







(ISSUER
INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)





Not
applicable





(APPLICABLE
ONLY TO CORPORATE COMPANYS)





As
of December 30, 2008, Mackenzie has 113,310,000 shares of common stock
issued and outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE





Exhibits
incorporated by reference are referred under Part IV.










-2-








TABLE
OF CONTENTS





PART 1


Page





ITEM
      1.
            DESCRIPTION
      OF BUSINESS
            4ITEM
      2.
            DESCRIPTION
      OF PROPERTY
            7ITEM
      3.
            LEGAL
      PROCEEDINGS
            13ITEM
      4.
            SUBMISSION
      OF MATTERS TO VOTE OF SECURITIES HOLDERS
            13PART IIITEM
      5.
            MARKET
      FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            13ITEM
      6.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
      7.
            FINANCIAL
      STATEMENTS
            17ITEM
      8.
            CHANGES
      IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE
            17ITEM
      8A
            CONTROLS
      AND PROCEDURES
            17PART IIIITEM
      9.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
      SECTION 16 (a) OF THE EXCHANGE ACT
            18ITEM
      10.
            EXECUTIVE
      COMPENSATION
            21ITEM
      11.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
      STOCKHOLDERS MATTERS
            22ITEM
      12.
            CERTAIN
      RELATIONSHIPS AND RELATED TRANSACTIONS
            23PART IVITEM
      13.
            EXHIBITS
      AND REPORTS ON FORM 8-K
            25ITEM
      14
            PRINCIPAL
      ACCOUNTANTS FEES AND SERVICES
            26SIGNATURES
            27








-3-








PART
1







ITEM
      1.  DESCRIPTION OF
BUSINESS







History
and Organization





Our
company, Mackenzie Taylor Minerals Inc. (“Mackenzie”) was incorporated on
January 23, 2006, in the State of Nevada. Other than a wholly owned subsidiary,
Golden Charm Minerals Ltd. (“Golden Charm”), the Company does not have any
subsidiaries, affiliated companies or joint venture partners.  Golden
Charm was incorporated under the laws of British Columbia, Canada on May 30,
2006 for the purpose of holding registered and beneficial title to the Company’s
mineral claim situated in British Columbia, Canada.  The Company’s,
and Golden Charm’s, business and administrative office is located at 228 26th Avenue
S.W., Suite 904, Calgary, Alberta, T2S  3C6.  Our fiscal
year end is October 31.




We are a
pre-exploration stage corporation. A pre-exploration stage corporation is one
engaged in the exploratory search for mineral deposits or reserves which are not
in either the development or production stage. We intend to conduct exploration
activities on our sole property, the Gold Charm Two mineral claim (hereinafter
the “Gold Charm claim”).  Recorded title to our claim is held in the
name of our subsidiary, Golden Charm.  This property is located in
British Columbia, Canada, and consists of one mineral claim, comprising 183.6
hectares. We intend to explore for gold on the property.




We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion by our auditors and rely upon the sale of our
securities and loans from our officers and directors to fund
operations.




There is
substantial doubt that we can continue as an ongoing business for the next
twelve months and we will have to suspend or cease operations within the next
twelve months unless we raise sufficient money to cover all our expected
expenses; estimated to be $47,002.




The
property we intend to explore may not contain any mineral reserves and
therefore, any investment in this offering may be lost.




At the
present, we have no employees and only two officers and directors, each of whom
plan to devote only 4-5 hours per week to our operations.




Nevertheless,
Mackenzie is responsible for filing various forms with the United States
Securities and Exchange Commission (the “SEC”) such as Form 10-K and Form
10-Q.





The
shareholders may read and copy any material filed by Mackenzie with the SEC at
the SEC’s Public Reference Room at 450 Fifth Street, N.W., Washington, DC,
20549.   The shareholders may obtain information on the
operations of the Public Reference Room by calling the SEC at
1-800-SEC-0330.   The SEC maintains an Internet site that
contains reports, proxy and information statements, and other information which
Mackenzie has filed electronically with the SEC by assessing the website using
the following address:  http://www.sec.gov.   We
have no website at this time.








-4-







Planned
Business





The
following discussion should be read in conjunction with the information
contained in the financial statements of Mackenzie and the notes, which form an
integral part of the financial statements, which are attached
hereto.





The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.





Mackenzie
presently has minimal day-to-day operations; consisting mainly of maintaining
the Gold Charm claim in good standing and preparing the reports filed with the
SEC as required.




RISK
FACTORS




An
investment in our securities involves an exceptionally high degree of risk and
is extremely speculative. In addition to the other information regarding
Mackenzie contained in this Form 10-K, you should consider many important
factors in determining whether to purchase our shares. The following risk
factors reflect the potential and substantial material risks in being a
shareholder of our company.




Risks
associated with MACKENZIE TAYLOR MINERALS INC.




1. 
Our plan of operation is limited to finding an ore body. As such we have no
plans for revenue generation. Accordingly, you should not expect any revenues
from operations.




The funds
we hope to raise from the sale of shares in the future will be used to carry out
our plan of operation. Our plan of operation will be to carry out exploration of
our mineral property to determine if there is an ore body beneath the surface.
Exploration does not contemplate removal of the ore. We have no plans or funds
for ore removal, should any be found. Accordingly, we will not generate any
revenues as a result of your investment.




2. 
Because the probability of an individual prospect ever having reserves is
extremely remote, any funds spent on exploration will probably be
lost.




The
probability of an individual prospect ever having reserves is extremely remote.
The property will likely not contain any reserves. As such, any funds spent on
exploration will likely be lost, which will result in a loss to our existing
shareholders.




3. 
We lack an operating history and have losses which we expect to continue into
the future. As a result, we may have to suspend or cease
operations.




We were
incorporated on January 23, 2006 and we have not started our proposed business
operations or realized any revenues. We have no operating history upon which an
evaluation of our future success or failure can be made. Our deficit accumulated
since inception to October 31, 2008 is $149,491. To achieve and maintain
profitability and positive cash flow we are dependent upon:




- 
our ability to locate a profitable mineral property


- 
our ability to generate revenues


- 
our ability to reduce exploration costs




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral property. As a result, we may not generate revenues
in the near future. Failure to generate revenues will cause us to suspend or
cease operations.









-5-






4. 
Because our management does not have technical training or experience in
exploring for, starting, and operating an exploration program, we will have to
hire qualified personnel. If we cannot locate qualified personnel we may have to
suspend or cease operations which will result in the loss of your
investment.




Because
our management is inexperienced with exploring for, starting, and operating an
exploration program, we will have to hire qualified persons to perform
surveying, exploration, and excavation of the property. Our management has no
direct training or experience in these areas, and as a result, may not be fully
aware of many of the specific requirements related to working within the
industry. Management's decisions and choices may not take into account standard
engineering or managerial approaches that mineral exploration companies commonly
use. Consequently our operations, earnings and ultimate financial success could
suffer irreparable harm due to management's lack of experience in this industry.
As a result we may have to suspend or cease operations which will result in the
loss of your investment.




5. 
Because we are small and do not have much capital, we may have to limit our
exploration activity which may result in a loss of our shareholders’ investment
in our Company.




Because
we are small and do not have much capital, we must limit our exploration
activity. As such we may not be able to complete an exploration program that is
as thorough as we would like. In the event an existing ore body may go
undiscovered. Without an ore body, we cannot generate revenues and our
shareholders might lose their entire investment.




6. 
Weather interruptions in British Columbia may affect and delay our proposed
exploration operations and as a result, there may be delays in generating
revenues.




Our
proposed exploration work can only be performed approximately seven to eight
months of the year. This is because rain and snow cause the roads leading to our
claims to be impassible during five to six months of the year. When roads are
impassable, we are unable to conduct exploration operations on the property
which will delay the generation of possible revenues by us.




7. 
Because our officers and directors have other outside business activities and
each will only be devoting 10% of their time or four hours per week, to our
operations, our operations may be sporadic which may result in periodic
interruptions or suspensions of exploration.




Because
Terry Stimpson and Kendall O’Leary, our officers and directors, have other
outside business activities and each will only be devoting 10% of their time, or
four hours per week, to our operations, our operations may be sporadic and occur
at times which are convenient to Mr. Stimpson and Mrs. O’Leary. As a result,
exploration of the property may be periodically interrupted or
suspended.




8.
If our officers and directors resign or die without having found replacements,
our operations will be suspended or cease. If that should occur, our
shareholders may lose their investment.




We have
two officers and two directors. We are entirely dependent upon them to conduct
our operations. If they should resign or die there will be no one to run the
company. Further, we do not have key man insurance. If that should occur, until
we find other persons to run our company, our operations will be suspended or
cease entirely. In that event it is possible our shareholders might lose your
entire investment.




9.
FINRA sales practice requirements may limit a stockholder's ability to buy and
sell our stock.




The FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for some customers. The
FINRA requirements make it more difficult for broker-dealers to recommend that
their customers buy our common stock, which may have the effect of reducing the
level of trading activity and liquidity of our common stock. Further, many
brokers charge higher transactional fees for penny stock transactions. As a
result, fewer broker-dealers may be willing to make a market in our common
stock, reducing a stockholder's ability to resell shares of our common
stock.








-6-






Foreign Currency and Exchange
Rates




Our
mineral property is located in British Columbia, Canada and costs expressed in
the geological report on our mineral property are expressed in Canadian
Dollars.  For purposes of consistency and to express United States
Dollars throughout this Form 10-K, Canadian Dollars have been converted into
United States currency at the rate of US $0.85 being approximately equal to Cdn
$1.00 or Cdn. $0.85 being approximately equal US $1.00 as at the balance
sheet.   During the year the conversion was taken at the date of
the transaction which varied monthly.









ITEM
      2. DESCRIPTION OF PROPERTY







General




We were
incorporated in the State of Nevada on January 23, 2006. We are a
pre-exploration stage corporation. We have only undertaken a limited exploration
program on our mineral claims during the summer and fall of this
year.  Our claim is known as the Gold Charm Two claim located in
British Columbia, Canada.  There is no assurance that mineralized
material with any commercial value exits on our property.




We do not
have any ore body and have not generated any revenues from our
operations.




We
maintain our statutory registered agent's office at 2470 St. Rose Parkway, Suite
304, Henderson, Nevada, 89075 and our business office is located at 228 26th Avenue
S.W., Suite 904, Calgary, Alberta, Canada, T2S 3C6. Our telephone number is
(403) 819-8790.


.


We have
no plans to change our business activities or to combine with another business,
and are not aware of any events or circumstances that might cause our plans to
change.




Background




In March
2006 we purchased a mineral property, the Gold Charm Two (hereinafter the “Gold
Charm claim”), in British Columbia, Canada from R. Billingsley, a non-affiliated
third parties for the sum of $3,182.   We are required to pay a
maintenance fee of $167 (CDN $184) to the Government of British Columbia on our
mineral claim each year until such time as we are able to perform exploration
work on the Gold Charm claim.  In other words, we can maintain our
interest in the Gold Charm claim by conducting exploration work on the claim, or
failing that, by paying the aforementioned ‘maintenance
fee’.  Therefore in 2006 we engaged the services of an independent
consultant to explore our mineral claim at a cost of $10,000 during the spring
of 2007.




We have
no revenues, have achieved losses since inception, have no operations, have been
issued a going concern opinion and rely upon the sale of our securities and
loans from our officers and directors to fund operations.








-7-






Prior to
January 12, 2005, British Columbia allowed a mineral explorer to claim a portion
of available Crown lands as its exclusive area for exploration by depositing
posts or other visible markers on the land, to indicate a claimed area. The
process of posting the area was known as ‘staking’. On January 12, 2005, British
Columbia initiated a new system of mineral tenure acquisition known as ‘Mineral
Title Online’.   This system allows new mineral tenures to be
acquired using the Internet. An applicant for a mineral tenure must have a Free
Miners Certificate (issued for an annual fee of $ 455 (CDN$500) and an
electronic identification number known as a BCeID. Title is acquired by
selecting "cells" on a map and making an electronic payment. Mineral tenures
acquired under the old system have been transferred onto this new system. The
result is a much more accurate, secure and certain mineral tenure. The Gold
Charm claim was recorded under the new system.




In the
19th
century the practice of reserving the minerals from fee simple ‘Crown’ (i.e. the
Province of British Columbia) grants was established. Legislation now ensures
that minerals are reserved from Crown land dispositions. The result is that the
Crown is the largest mineral owner in British Columbia, both as the fee simple
owner of Crown lands and through mineral reservations in Crown grants. Most
privately held mineral titles are acquired directly from the Crown. Our property
is one such acquisition. Accordingly, fee simple title to the Gold Charm claim
resides with the Crown.




Our
property is a mining claim issued pursuant to the Minerals Tenure Act of the
Province of British Columbia. As the registered owner of the claim, we enjoy the
exclusive rights to mine and recover all of the minerals contained within the
surface boundaries of the property and continuing vertically
downward.




The
property is unencumbered and there are no competitive conditions which affect
the property. Further, there is no insurance covering the property and we
believe that no insurance is necessary since the property is unimproved and
contains no buildings or improvements.




To date
we have undertaken a limited exploration program in the amount of
$10,000.  We are presently in the pre-exploration stage and we cannot
guarantee that a commercially viable mineral deposit, a reserve, exists in the
property until further exploration is done and a comprehensive evaluation
concludes economic and legal feasibility.




There are
no known environmental concerns or parks designated for any area contained
within the Gold Charm claim. We have no plans to try and interest other
companies in the property if mineralization is found. If mineralization is
found, we will try to develop the property ourselves.




Claims




The
following table provides the tenure number, claim name, date of record and
expiry date as follows:




Tenure
              525990
            Claim Name
              Gold
      Charm Two
            Date of Recording
              Jan.
      21, 2006
            Date of Expiration
              December
      2, 2010




We have
done sufficient work on our claim during the current year to maintain the claim
in good standing for several years.




Location
and Access




The
property is situated in southwestern British Columbia approximately 2.5
kilometers southeast of the town of Gold Bridge.  Access to the claim
from Vancouver, British Columbia (approximately 112 kilometers) is via Highway
99 north to Pemberton then via all weather gravel road to Gold
Bridge.  Access from Gold Bridge is via logging roads.






-8-






The Gold
Charm Claim lies at an elevation of 2,200 feet (750 m) near the northwest end of
the Bendor range with in the Costal Mountain Complex of British Columbia. The
main mountain ridges range from about 2,200 feet (750 m) to 4,000 feet (1,200 m)
with steep west facing slopes.  Sub-alpine scrub alder and hemlock
trees grow at lower elevations in the southwest corner of the claim and good
rock exposure is found along the peaks and ridges in the eastern portion of the
claim. Winters are cold with generally high snowfall accumulations and summers
are dry and hot.




Property
Geology




The
property is underlain by rocks of the Bridge River Group intruded by the Bendar
grandorite.  To the east of the property is intrusives of the Bendor
pluton while the the property itself is underlain by the Bridge River Group
sediments and volcanics, separated by a major fault along main “Bralorne” Creek.
The Bender intrusives consist of a large mass of granodiorite east of Fergusson
Creek, as well as several small diorite plugs and feldspar porphyry dykes to the
west of the valley and adjacent to the property.




The
Bridge River Group consists of interlayered chert, argillite and massive
andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain
minor pyrite, ­pyrrhotite and form massive rusty gossanous cliffs on Mount
Fergusson. Volcanics underlie the peak area, however the ridge further to the
north and east of Fergusson Creek is underlain by sediments. Extensive
overburden covers much of the claim.




History
of Previous Work




British
Columbia Provincial assessment report records indicate that geophysical and
geochemical work was carried out over a portion of what now comprises the Gold
Charm claim.  This past work has indicated the presence of sulphide
mineralization containing gold and silver values.  Mineralization
found on the claim area is consistent with that found associated with zones of
extensive mineralization.  However, past work on the Gold Charm claim
area has been limited and sporadic and has not tested the mineral potential of
the claim area.




Supplies




Competition
and unforeseen limited sources of supplies and manpower in the industry could
result in occasional spot shortages of supplies, such as dynamite, and certain
equipment such as bulldozers and excavators that we might need to conduct
exploration as well as skilled manpower to conduct exploration. We have not
attempted to locate or negotiate with any suppliers of products, equipment or
materials. We will attempt to locate manpower, products, equipment and materials
after this offering is complete. If we cannot find the manpower, products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need. The town of Pemberton has an
experienced work force and the proximity to the major city of British Columbia,
Vancouver, will provide all the necessary services needed for an exploration and
development operation, including police, hospitals, groceries, fuel, helicopter
services, hardware and other necessary items. Drilling companies and assay
facilities are present in Vancouver.




Other




Other
than our interest in the Gold Charm claim, we own no plant and equipment or
other property.






-9-






Our
Proposed Exploration Program




Mr.
Laurence Stephenson, P. Eng., authored the "Summary of Exploration on the Gold
Charm Property” dated September 17, 2006 (the “Stephenson Report”), in which he
recommended a phased exploration program to properly evaluate the potential of
the claim. We must conduct exploration to determine what minerals exist on our
property and whether they can be economically extracted and profitably
processed. We plan to proceed with exploration of the Gold Charm claim, in the
manner recommended in the Stephenson Report, to determine the potential for
discovering commercially exploitable deposits of gold.




We do not
have any ores or reserves whatsoever at this time on the Gold Charm
Claim.




Mr.
Stephenson is a registered Professional Engineer in good standing in the
Association of Professional Engineers and Geoscientists of British Columbia and
the Association of Professional Engineers of Ontario. He is a graduate of the
Carleton University, Ottawa Ontario, Bachelor of Science (1975), and of York
University, Toronto, with a Masters of Business Administration
(1985).   Mr.  Stephenson has practiced his profession
for over 33 years.   He visited the area now bounded by the Gold
Charm claim in August 2005.




The
Stephenson Report recommends a phased exploration program to properly evaluate
the potential of the claims.   We have done part of Phase I
recommended by Stephenson and will know the results latter in December 2007.
Assuming the results of the Phase I work indicates further exploration of the
Gold Charm claim is warranted we would undertake a Phase II drilling
program.  The cost of a drilling program, if determined to be
warranted, will be estimated following evaluation of the Phase I
work.  The cost estimates for Phase I work is based on Mr. Stephenson
recommendations and reflect local costs for this type of work.




Our
property is easily accessible by roadway. No improvements are required for
exploration activities.




Our
exploration objective is to find an ore body containing gold. Our success
depends upon finding mineralized material. This includes a determination by our
consultant if the property contains reserves. We have not selected a consultant
as of the date of this prospectus and will not do so until our offering is
successfully completed, if that occurs, of which there is no assurance.
Mineralized material is a mineralized body, which has be delineated by
appropriate spaced drilling or underground sampling to support sufficient
tonnage and average grade of metals to justify removal. If we do not find
mineralized material or we cannot remove mineralized material, either because we
do not have the money to do it or because it is not economically feasible to do
it, we will cease operations and you will lose your investment.




In
addition, we may not have enough money to complete our exploration of the
property. If it turns out that we have not raised enough money to complete our
exploration program, we will try to raise additional funds from a second public
offering, a private placement or loan. At the present time, we have not made any
plans to raise additional money and there is no assurance that we would be able
to raise additional money in the future. If we need additional money and cannot
raise it, we will have to suspend or cease operations.




Our
exploration program will assist in determining what amount of minerals, if any,
exist on our properties and if any minerals which are found can be economically
extracted and profitably processed.




The
property is undeveloped raw land.




Before
mineral retrieval can begin, we must explore for and find mineralized material.
After that has occurred we have to determine if it is economically feasible to
remove the mineralized material. Economically feasible means that the costs
associated with the removal of the mineralized material will not exceed the
price at which we can sell the mineralized material. We cannot predict what that
will be until we find mineralized material.






-10-






We do not
know if we will find mineralized material. We believe that activities occurring
on adjoining properties are not material to our activities. The reason is that
whatever is located under adjoining property may or may not be located under the
property.




Particularly
since we have a limited operating history, no reserves and no revenue, our
ability to raise additional funds might be limited.  If we are unable
to raise the necessary funds, we would be required to suspend Mackenzie’s
operations and liquidate our company.




We have
focused some of our working capital on the exploration of the Gold Charm Claim,
our sole property.




There are
no permanent facilities, plants, buildings or equipment on the Gold Charm
claim.




We do not
claim to have any minerals or reserves whatsoever at this time on any of the
property.




We cannot
provide you with a more detailed discussion of how our exploration program will
work and what we expect will be our likelihood of success. That is because we
have a piece of raw land and we intend to look for mineralized material. We may
or may not find any mineralized material. It is our hope that we do, but it is
impossible to predict the likelihood of such an event. In addition, the nature
and direction of the exploration may change depending upon initial
results.




Competitive
Factors




The gold
mining industry is fragmented, that is there are many, many gold prospectors and
producers, small and large. We do not compete with anyone. That is because there
is no competition for the exploration or removal of minerals from the property.
We will either find gold on the property or not. If we do not, we will cease or
suspend operations. We are an infinitely small participant in the gold mining
market. Readily available gold markets exist in Canada and around the world for
the sale of gold. Therefore, we believe we will be able to sell any gold that we
are able to recover.




Regulations




Our
mineral exploration program is subject to the British Columbia Mineral Tenure
Act. This act sets forth rules for:




●
            
            locating
      claims●
            
            recording
      claims●
            
            Working
      claims●
            
            reporting
      work performed





We are
also subject to the British Columbia Mineral Exploration Code which tells us how
and where we can explore for minerals. We must comply with these laws to operate
our business. Compliance with these rules and regulations will not adversely
affect our operations.




Environmental
Law




We are
also subject to the Health, Safety and Reclamation Code for Mines in British
Columbia. This code deals with environmental matters relating to the exploration
and development of mining properties. Its goals are to protect the environment
through a series of regulations affecting:




1.
            
            Health
      and Safety2.
            
            Archaeological
      Sites3.
            
            Exploration
      Access






-11-






We are
responsible to provide a safe working environment, not disrupt archaeological
sites, and conduct our activities to prevent unnecessary damage to the
property.




We will
secure all necessary permits for exploration and, if development is warranted on
the property, we will file final plans of operation before we start any mining
operations. We anticipate no discharge of water into active streams, creek,
river, lake or any other body of water regulated by environmental law or
regulation. No endangered species will be disturbed. Restoration of the
disturbed land will be completed according to law. All holes, pits and shafts
will be sealed upon abandonment of the property. It is difficult to estimate the
cost of compliance with the environmental law since the full nature and extent
of our proposed activities cannot be determined until we start our operations
and know what that will involve from an environmental standpoint.




We are in
compliance with the applicable act and codes and will continue to comply with
the applicable act and codes in the future. We believe that compliance with the
applicable act and codes will not adversely affect our business operations in
the future.




Exploration
stage companies have no need to discuss environmental matters, except as they
relate to exploration activities. The only "cost and effect" of compliance with
environmental regulations in British Columbia is returning the surface to its
previous condition upon abandonment of the property. We will only be using
"non-intrusive" exploration techniques and will not leave any indication that a
sample was taken from the area. Our consultants and employees will be required
to leave the area in the same condition as they found it and the costs of this
work are included in the cost estimates of the work programs described
herein.




Subcontractors




We have
been using for our recent exploration activities subcontractors for manual labor
and will continue to do so.




Employees
and Employment Agreements




At
present, we have no full-time employees. Our officers and directors will each
devote about 10% of their time, or four hours per week, to our operation. Our
officers and directors do not have employment agreements with us. We presently
do not have pension, health, annuity, insurance, stock options, profit sharing
or similar benefit plans; however, we may adopt plans in the future. There are
presently no personal benefits available to our officers and directors. Our
officers and directors will handle our administrative duties but because of
their inexperience with exploration, they will hire qualified persons to perform
the surveying, geology, engineering, exploration, and excavating of the
property. As of this date, we have not looked for or talked to any geologists or
engineers who will perform work for us in the future. We do not intend to do so
until we complete this offering.




Investment
Policies





The Company does not have an investment
policy at this time.  Any excess funds it has on hand will be
deposited in interest bearing notes such as term deposits or short term money
instruments. There are no restrictions on what the director is able to invest or
additional funds held by the Company.   Presently the Company
does not have any excess funds to invest.








-12-












ITEM
      3. LEGAL PROCEEDINGS







There are
no legal proceedings to which Mackenzie is a party or to which its property is
subject, nor to the best of management’s knowledge are any material legal
proceedings contemplated.








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







During
the current year, no matters were brought before the securities holders for
voted thereon other than the forward split of the Company’s shares on a basis of
30 to 1 and an increase in the authorized share capital from 200,000,000 common
shares with a par value of $0.001 per share to 500,000,000 common shares with a
par value of $0.001 per share.








ITEM
      5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS







To date
we have not held an Annual General Meeting of our Stockholders but do intend to
do so within the near future.








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




This
section of the Form 10-K includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this prospectus. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ materially
from historical results or our predictions.




Plan
of Operation




We are a
start up, pre-exploration stage corporation and have not yet generated or
realized any revenues from our business operations.




Our
auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional capital to pay our bills. This is
because we have not generated any revenues and no revenues are anticipated until
we begin removing and selling minerals. There is no assurance we will ever reach
this point. Accordingly, we must raise cash from sources other than the sale of
minerals found on the property. Our only other source for cash at this time is
investments by others. We must raise cash to implement our project and stay in
business. Our directors have advanced funds to us in the amount of $92,880 as at
October 31, 2008.




We will
be conducting research in the form of exploration of the property. Our
exploration program is explained in as much detail in other parts of this Form
10-K. We are not going to buy or sell any plant or significant equipment during
the next twelve months.









-13-






The
property is located in southern British Columbia approximately 2.5 miles
southeast of the town of Gold Bridge, British Columbia, Canada, approximately
112 miles north of Vancouver, British Columbia..




Our
exploration target is to find an ore body containing gold. Our success depends
upon finding mineralized material. This includes a determination by our
consultant if the property contains reserves.  Mineralized material is
a mineralized body, which has been delineated by appropriate spaced drilling or
underground sampling to support sufficient tonnage and average grade of metals
to justify removal. If we do not find mineralized material or we cannot remove
mineralized material, either because we do not have the money to do it or
because it is not economically feasible to do it, we will cease
operations.




In
addition, we may not have enough money to complete our exploration of the
property. If it turns out that we cannot not raise enough money to complete our
exploration program, we will try to raise additional funds from a private
placement or loans from our directors. At the present time, we have not made any
plans to raise additional money and there is no assurance that we would be able
to raise additional money in the future. If we need additional money and cannot
raise it, we will have to suspend or cease operations.




We must
conduct exploration to determine what amount of minerals, if any, exist on our
property and if any minerals which are found can be economically extracted and
profitably processed.




The
property is undeveloped raw land. To our knowledge, the property has never been
mined. Based on a filed British Columbia assessment report there was some
preliminary geophysical and geochemical work carried out on a portion of what
now comprises the Gold Charm claim.  The property was claimed by R.
Billingley and was subsequently examined and reported on at our request by Mr.
Laurence Stephenson P.Eng. and ownership was transferred to us.




Before
minerals retrieval can begin, we must explore for and find mineralized material.
After that has occurred we have to determine if it is economically feasible to
remove the mineralized material. Economically feasible means that the costs
associated with the removal of the mineralized material will not exceed the
price at which we can sell the mineralized material. We cannot predict what that
will be until we find mineralized material.




We do not
know if we will find mineralized material. We believe that activities occurring
on adjoining properties are not material to our activities. The reason is that
whatever is located under adjoining property may or may not be located under the
property.




We do not
claim to have any minerals or reserves whatsoever at this time on any of the
property.




There is
no historical financial information about us upon which to base an evaluation of
our performance.  We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our properties, and possible cost overruns
due to price and cost increases in services.  To become profitable and
competitive, we will conduct the research and exploration of our properties
before we start production of any minerals we may find.




In the
future, we have no assurance that financing will be available to us on
acceptable terms. If financing is not available on satisfactory terms, we may be
unable to continue, develop or expand our operations. Equity financing could
result in an additional dilution to existing shareholders.




Liquidity
and Capital Resources




In the
future, we cannot guarantee we will be able to raise enough money to stay in
business. Whatever money we do raise will be applied to working capital in order
to settle any outstanding debts we owe to our creditors and to continue to
explore the Gold Charm Two. If we find mineralized material and it is
economically feasible to remove the mineralized material, we will attempt to
raise additional money through a private placement, public offering or through
loans. If we do not raise all of the money we need to complete our exploration
of the property we will have to find alternative sources, such as a second
public offering, a private placement of securities, or loans from our officers
or others.






-14-






We have
discussed this matter with our officers and directors and our directors have
agreed to advance funds as needed until the public offering is completed or
failed.   They have advanced $92,880 to date.  At the
present time, we have not made any arrangements to raise additional cash. If we
need additional cash and cannot raise it we will either have to suspend
operations until we do raise the cash, or cease operations
entirely.




We
acquired one property comprising approximately 183.6 hectares. Title to the
property is recorded in our name. We undertook a small exploration program in
the early part of 2007 which costed us approximately $10,000.




Since
inception, we have issued 3,000,000 shares of our common stock to our two
officers and directors for a total consideration of $3,000 and have raised an
additional $38,850 under a registration statement whereby 777,000 shares were
issued at $0.05 per share.




On June
11, 2008, the shareholders of the Company approved a 30 to 1 forward stock split
which became effective on that date, resulting in an increase of the outstanding
shares of common stock from 3,777,000 to 113,310,000.  In the attached
financial statements the 113,310,000 post split common shares are shown as split
from the date of inception.




As of
October 31, 2008, our total assets were $3,256 consisting of only cash and our
total liabilities were $110,897 of which $92,880 is owed to one of our
directors.




During
the year, the Company has incurred the following expenses:





Expenditure
            
            AmountAccounting
      and audit
            i
            $     9,250Bank
      charges
            
            161Consulting
      fees
            ii
            3,500Edgar
      filings
            iii
            700Filing
      fees and franchise taxes
            iv
            532Legal
      expenses
            v
            1,500Management
      fees
            vi
            24,941Office
            vii
            2,017Rent
            viii
            3,600Transfer
      agent's fees
            ix
            2,275Total
      expenses
            
            $  48,476





i.
            Mackenzie
      spent $5,250 for internal accounting services to prepare working papers
      for submission to the independent accountants.  The fees paid to
      the independent accountants were $4,000 for the review of the quarterly
      financial statements and the examination of the year end financial
      statements.





ii.
            Consulting
      fees of $1,000 have been paid for certain consulting work undertaken by an
      independent consultant on behalf of the company in commenting on the
      registration statement and $2,500 for DTC application and filing
      fees.





iii
            Mackenzie
      has incurred certain edgarzing expenses during the year for filing its
      various Forms 10-Q and 10-K with the
SEC.








-15-







iv.
            Mackenzie
      has paid annual filing fees to the Secretary of State for Nevada and
      amendment to its Articles of Incorporation to increase its authorized
      share capital.





v.
            Represents
      the write off of the prepaid expenses of prior
  years.





vi.
            Mackenzie
      pays each month its President $2,000 until May 1, 2008 when he decided not
      to take further management fees.   Nevertheless Mackenzie
      continues to pay its Secretary Treasurer $1,000 for services rendered to
      it by her.





vii.
            Office
      expenses of $2,017 were mainly courier, faxing, printing, photocopying and
      various office supplies.





viii.
            Mackenzie
      does not have its own office premises but used the residence of its
      Secretary Treasurer at a cost of $300 per
month.





ix.
            During
      the year, Mackenzie issued share certificates via its transfer agent for
      the 30 to 1 forward split.





Mackenzie
estimates the following expenses will be required during the next twelve months
to meet its obligations:





Expenditures
            
            Requirements
      for
              Twelve
      Months
            CurrentAccounts
              Payable
            RequiredFunds
      for
              TwelveMonthsAccounting
      and audit
            1
            $   9,250
            $  16,225
            $  25,475Bank
      charges
            
            160
            -
            160Edgar
      filing fees
            2
            700
            -
            700Filing
      fees
            3
            275
            -
            275Management
      fees
            4
            12,000
            -
            12,000Office
            5
            1,000
            1,792
            2,792Rent
            6
            3,600
            -
            3,600Transfer
      agent's fees
            7
            2,000
            -
            2,000Estimated
      expenses
            
            $  28,985
            $
      18,017
            $   47,002





1.                          Accounting
and auditing expense has been projected as follows:





Filings
            Accountant
            Auditors
            TotalForm
      10-Q – Jan. 31, 2009
            $     1,250
            $           500
            $         1,750Form
      10-Q - April 30, 2009
            1,250
            500
            1,750Form
      10-Q – July 31, 2009
            1,250
            500
            1,750Form
      10-K – Oct, 31, 2009
            1,500
            2,500
            4,000$   5,250
            $        4,000
            $       9,250





2.     Edgar
      filing fees comprise the cost of filing the various Forms 10-K and
      10-Q                on
      Edgar.  It is estimated the cost for each of the Form 10-Qs will
      be $150 and the cost of filing the 10-K will be
  $250.





3.        Filing
      fees for the State of Nevada is estimated at $275 per
  year.





4.
            Mackenzie
      will continue to pay its Secretary Treasurer $1,000 per
    month.





5.       Relates
      to photocopying, courier, faxing, printing and general office
      supplies.








-16-





6.    Mackenzie
      compensates its Secretary Treasurer $300 per month for the use of
      her    personal residence as an
  office.





7.      Each
      year Mackenzie is charged a fee of $500 by its transfer agent to act on
      its behalf and estimates a further fee of $1,500 for various other
      services to be performed by the transfer agent during the forthcoming
      year.





ITEM
7.  FINANCIAL STATEMENTS




The
financial statements of Mackenzie are included following the signature page to
this Form 10-K.








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




During
the fiscal year ended October 31, 2008 and through the subsequent period to, to
the best of Mackenzie's knowledge, there have been no disagreements with Madsen
& Associates, CPA's Inc. on any matters of accounting principles or
practices, financial statement disclosure, or audit scope procedures, which
disagreement if not resolved to the satisfaction of Madsen & Associates,
CPA's Inc. would have caused them to make a reference in connection with its
report on the financial statements for the year.











ITEM
8A – CONTROLS AND PROCEDURES




(a)           Evaluation of Disclosure
Controls and Procedures





As
required by Sarbanes-Oxley (“SOX”) Section 404 A, Mackenzie has considered
certain internal control procedures which are as follows:





Under the
supervision of the Mackenzie’s Chief Executive Officer and Chief Financial
Officer, Mackenzie has set up internal control mechanisms to ensure objectives
are achieved.   These internal control procedures are to ensure
and encourage efficiency, compliance with laws and regulations, sound
information, and seek to eliminate fraud and abuse.





Such
internal control procedures assist in placing reliability on financial reporting
and the preparation of Mackenzie’s financial statements for external purposes in
accordance with U.S. generally accepted accounting principles.





Basically
internal control procedures are put into place to help Mackenzie achieve its
goals or to assist in reducing the risks which will stop Mackenzie from
achieving its goals.   It helps Mackenzie manage the risk of
success and reduce abuses which will stop Mackenzie from achieving its
goals.    Control procedures are at all levels of
Mackenzie’s management in order to ensure risk is reduced.   This
is done through the system of approvals, authorizations, verification,
reconciliation, securing Mackenzie’s assets and having segregation of
duties.





As at
October 31, 2008, the management of Mackenzie assessed the effectiveness of
Mackenzie’s internal control over financial reporting based on the criteria for
effective internal control over financial reporting established in Internal
Control – Integrated Framework issued by the Committee Sponsoring Organizations
of the Treadway Commission (“COSO) and SEC guidance on conducting such
assessments.   Management concluded, during the year ended
October 31, 2008, internal control procedures were not effective to detect the
inappropriate application of US GAAP rules.   Management realized
there were deficiencies in the design of operations of the Mackenzie’s internal
control that adversely affected Mackenzie’s internal controls which management
considers to be material weaknesses.






-17-







Management
has determined from its review of internal control procedures as they relate to
COSO and the SEC that the following weaknesses have been
identified:





●           Mackenzie’s
Audit Committee does not function as an Audit Committee should since there is a
lack of independent directors on the Committee and the Board of Directors has
not yet identified an “expert”, one who is knowledgeable about reporting and
financial statement requirements, to serve on the Audit Committee.





●           At
this period in the development of Mackenzie it does not have a procedure manual
detailing responsibilities and good internal control
procedures.   This does not meet the requirements of the SEC or
good internal control procedures.





●           There
are no effective controls instituted over financial statement disclosure and the
reporting processes.





Management
feels the weaknesses identified above have not had any affect on the financial
results of Mackenzie.   Management will have to address the lack
of an  independent director on the Audit Committee and will seek an
“expert” within the immediate future.





Mackenzie
and management will endeavor to correct the above noted weaknesses in internal
control once it has adequate funds to do so.   By appointing an
independent director, who will also serve on the Audit Committee, will greatly
improve the overall performance of Mackenzie.  By having a written
policy manual outlining the duties of each of the officers and staff of
Mackenzie will facilitate better internal control procedures.





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





(b)           Changes in Internal
Controls





There
were no significant changes in Mackenzie’s internal controls or in other factors
that could significantly affect Mackenzie’s disclosure controls and procedures
subsequent to the Evaluation Date, nor any significant deficiencies or material
weaknesses in such disclosure controls and procedures requiring corrective
actions.






PART
111




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




The
following table sets forth as of October 31, 2008, the name, age, and position
of each executive officers and director and the term of office of each director
of Mackenzie.






-18-








Name
            Age
            Position Held
            Term
      as Director
              SinceTerry
      Stimpson
            58
            President
      and Director
            2006Kendall
      O’ Leary
            46
            Secretary
      Treasurer
            2006





The
directors of Mackenzie serve for a term of one year and until their successors
are elected at Mackenzie’s Annual Shareholders’ Meeting and are qualified,
subject to removal by Mackenzie’s shareholders.   Each officer
serves, at the pleasure of the Board of Directors, for a term of one year and
until his successor is elected at a meeting of the Board of Directors and is
qualified.




Background
of Officers and Directors




Terry
Stimpson has been a member of our board of directors since our inception. He was
appointed our president and chief executive officer on May 29th,
2006.  Mr. Stimpson graduated form Simon Fraser University with a B.A.
in English & Communications in 1975.  After graduation until 1991,
Mr. Stimpson held a variety of positions with a private real estate development
company based in Vancouver, British Columbia.  Since 1991 Mr. Stimpson
has held a variety of sales positions, most recently with TMI Target Marketing
Intelligence Corporation. Mr. Stimpson is prepared to devote 10% of his time, or
approximately four-five hours per week, to our operations.





Kendall
O’Leary was appointed to our board of directors on May 28, 2006 and was
appointed as our secretary- treasurer, chief financial officer and chief
accounting officer on May 29, 2006.   Mrs. O’Leary graduated form
the Arizona State University in 1986 with a BS in Justice
Studies.  Thereafter she worked for a law firm in Vancouver, British
Columbia, Canada  and then took a position in the public relations
department of a mining company, also based in Vancouver. In 1993 Mrs. O’Leary
started a retail clothing business which she operated for two years. From 1995
until 2002 Mrs. O’Leary took time off to raise her children.  Since
2002 she has operated a web-based business retailing women’s
fashions.  Kendall O’Leary is prepared to devote 10% of her time, or
approximately four-five hours per week, to our operations.





Board
of Directors Audit Committee




Below is
a description of the Audit Committee of the Board of Directors.  The
Charter of the Audit Committee of the Board of Directors sets forth the
responsibilities of the Audit Committee. The primary function of the Audit
Committee is to oversee and monitor the Company’s accounting and reporting
processes and the audits of the Company’s financial statements.





Our audit
committee is comprised of Terry Stimpson, our President and Chairman of the
audit committee, and Kendall O’Leary our Chief Financial Officer and Secretary
Treasurer neither of whom are independent.  Neither Mr. Stimpson nor
Mrs. O’Leary can be considered an “audit committee financial expert” as defined
in Item 401 of Regulation S-B.  The Company does not presently have,
among its officers and directors, a person meeting these qualifications and
given our financial condition, does not anticipate seeking an audit committee
financial expert in the near future.  However Mr. Stimpson, Chairman
of the Audit Committee, has engaged the services of an independent Chartered
Accountant as a consultant to provide advice to the Audit Committee as and when
the committee meets to review the Company’s financial statements.





Apart
from the Audit Committee, Mackenzie has no other Board committees.







-19-






Conflict
of Interest




We
believe that our officers and directors will be subject to conflicts of
interest. The conflicts of interest arise from their unwillingness to devote
full time to our operations.




In an
effort to ensure that potential conflicts of interest are avoided or declared to
Mackenzie and its shareholders and to comply with the requirements of the
Sarbanes Oxley Act of 2002, the Board of Directors adopted, on August 11, 2006,
a Code of Business Conduct and Ethics. Mackenzie’s Code of Business Conduct and
Ethics embodies our commitment to such ethical principles and sets forth the
responsibilities of Mackenzie and its officers and directors to its
shareholders, employees, customers, lenders and other stakeholders. Our Code of
Business Conduct and Ethics addresses general business ethical principles,
conflicts of interest, special ethical obligations for employees with financial
reporting responsibilities, insider trading rules, reporting of any unlawful or
unethical conduct, political contributions and other relevant
issues.




Significant
Employees




Other
than officers and directors, Mackenzie has no employees at this
time.




Family
Relationships




There are
no family relationships among any of Mackenzie's officers and
directors.




To the
knowledge of management, during the past five years, no present or former
director, executive officer or person nominated to become a director or an
executive officer of Mackenzie:





(1)
            filed
      a petition under the federal bankruptcy laws or any state insolvency law,
      nor had a receiver, fiscal agent or similar officer appointed by the court
      for the business or property of such person, or any partnership in which
      he was a general partner at or within two years before the time of such
      filings;





(2)
            was
      convicted in a criminal proceeding or named subject of a pending criminal
      proceeding (excluding traffic violations and other minor
      offenses);





(3)
            was
      the subject of any order, judgment or decree, not subsequently reversed,
      suspended or vacated, of any court of competent jurisdiction, permanently
      or temporarily enjoining him from or otherwise limiting, the following
      activities:





(i)
            acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, associated person of any of the foregoing, or as an investment
      advisor, underwriter, broker or dealer in securities, or as an affiliate
      person, director or employee of any investment company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;





(ii)           engaging
in any type of business practice; or





(iii)
            engaging
      in any activities in connection with the purchase or sale of any security
      or commodity or in connection with any violation of federal or state
      securities laws or federal commodities
laws;





(4)
            was
      the subject of any order, judgment, or decree, not subsequently reversed,
      suspended, or vacated, of any federal or state authority barring,
      suspending or otherwise limiting for more than 60 days the right of such
      person to engage in any activity described above under this Item, or to be
      associated with persons engaged in any such
  activities;








-20-







(5)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Securities and Exchange Commission to have violated any federal or state
      securities law, and the judgment in such civil action or finding by the
      Securities and Exchange Commission has not been subsequently reversed,
      suspended, or vacated.





(6)
            was
      found by a court of competent jurisdiction in a civil action or by the
      Commodity Futures Trading Commission to have violated any federal
      commodities law, and the judgment in such civil action or finding by the
      Commodity Futures Trading Commission has not been subsequently reversed,
      suspended or vacated.





Compliance
      with Section 16 (a) of the Exchange
Act





Mackenzie
knows of no director, officer, beneficial owner of more than ten percent of any
class of equity securities of Mackenzie registered pursuant to Section 12
(“Reporting Person”) that failed to file any reports required to be furnished
pursuant to Section 16(a).  Other than those disclosed below,
Mackenzie knows of no Reporting Person that failed to file the required reports
during the most recent fiscal year.





As at
October 31, 2008, none of the directors and officers had filed any reports
required pursuant to Section 16 (a).





ITEM
10.  EXECUTIVE COMPENSATION




Cash
Compensation





Mackenzie
compensates its Secretary Treasurer at $1,000 per month.





We have
paid the following in executive since inception:





Summary
Compensation Table


Long Term
Compensation


Annual
CompensationAwards            
                           
Payouts


(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
      and principal
              position
            Year
            Salary
            Other
              annual
              Comp.($)
            Restricted
              stock
              awards($)
            Options/
              SAR(#)
            LTIP
              payouts($)
            All
      other
              compensation($)Terry
      Stimpson
              Chief
      ExecutiveOfficer,
      President
              and
      Director
            2006
              2007
              2008
            2,000
              24,000
              12,941
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-Kendall
      O’Leary
              Chief
      Financial Officer,
              Chief
      Accounting Officer, Secretary Treasurerand
      Director
            2006
              2007
              2008
            1,000
              12,000
              12,000
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-








-21-






Compensation
of Directors




We have
no standard arrangement to compensate directors for their services in their
capacity as directors.  Directors are not paid for meetings
attended.   All travel and lodging expenses associated with
corporate matters are reimbursed by us, if and when incurred.





Formerly
our President received, monthly, the sum of $2,000 in management fees management
fees but this was discontinued in May 2008 due to the lack of funds in the
Company.  Our Secretary Treasurer receives $1,000 per month in
management fees and an allowance of $300 (for providing an office for
Mackenzie).





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





Pension
Table





None





Other
Compensation





None





Termination
of Employment





There are
no compensatory plans or arrangements, including payments to be received from
Mackenzie, with respect to any person named in Cash Consideration set out above
which would in any way result in payments to any such person because of his
resignation, retirement, or other termination of such person’s employment with
Mackenzie or its subsidiaries, or any change in control of Mackenzie, or a
change in the person’s responsibilities following a change in control of
Mackenzie.







ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT





The
following table sets forth as of October 31, 2008, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares of 131,310,000.  The stockholders listed below have
direct ownership of their shares and possess sole voting and dispositive powers
with respect to their shares.






-22-







Title
      of Class
            Name
      and Address of Beneficial Owner[1]
            Amount
      and Nature of Beneficial Ownership
            Percent
      of Class
              on
      the Date of this ProspectusCommon
            Terry
      Stimpson
              5651
      Quentin Street
              Calgary,
      Alberta,Canada
      T2T 6J1
            60,000,000
            52.9%Common
            Kendall
      O’Leary
              228  26th
      Avenue S.W.
              Calgary,
      Alberta,Canada
      T2S 3C6
            30,000,000
            26.5%Common
            Directors
      and
              Officers
      as aGroup
            90,000,000
            79.4%




[1] The persons named above are
"promoters" as defined in the Securities Exchange Act of 1934.





All
shares owned directly are owned beneficially and of record, and such shareholder
has sole voting, investment and dispositive power, unless otherwise
noted.





Under
Rule 13-d under the Exchange Act, shares not outstanding but subject to options,
warrants, rights, conversion privileges pursuant to which such shares may be
acquired in the next 60 days are deemed to be outstanding for the purpose of
computing the percentage of outstanding shares owned by the persons having such
rights, but are not deemed outstanding for the purpose of computing the
percentage for such other persons.





The above
noted stock is restricted since it was issued in compliance with the exemption
from registration provided by Section 4(2) of the Securities Act of 1933, as
amended.  After this stock has been held for one year, Terry Stimpson
and Kendall O’Leary could sell 1% of the outstanding stock in Mackenzie every
three months. Therefore, this stock can be sold after the expiration of one year
in compliance with the provisions of Rule 144. There is "stock transfer"
instructions placed against this certificate and a legend has been imprinted on
the stock certificate itself.





ITEM
12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS




Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of Mackenzie and during its current fiscal period,
or any currently proposed transactions, or series of similar transactions, to
which Mackenzie was or is to be a party, in which the amount involved exceeds
$60,000, and in which any director or executive officer, or any security holder
who is known by Mackenzie to own of record or beneficially more than 5% of any
class of Mackenzie’s common stock, or any member of the immediate family of any
of the foregoing persons, has an interest.






-23-







Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since the
beginning of Mackenzie’s last fiscal year, or any currently proposed
transactions, or series of similar transactions, to which Mackenzie was or is to
be a part, in which the amount involved exceeded $60,000 and in which any
director or executive officer, or any security holder who is known to Mackenzie
to own of record or beneficially more than 5% of the common shares of
Mackenzie’s capital stock, or any member of the immediate family of any of the
foregoing persons, has an interest.





Transactions
with Promoters





Mackenzie
does not have promoters and has no transactions with any promoters.











-24-










PART
IV




ITEM
13. EXHIBITS AND REPORTS ON FORM 8-K





(a)  (1)                         Financial
Statements.





The
following financial statements are included in this report:





Title of Document
            PageReport
      of Madsen & Associates, CPA’s Inc.
            28Balance
      Sheet as at October 31, 2008 and 2007
            29Statement
      of Operations for the years ended October 31, 2008 and 2007 and for the
      period from January 23, 2006 (Date of Inception) to October 31,
      2008
            30Statement
      in Changes in Stockholders’ Equity for the period from January 23, 2006
      (Date of Inception) to October 31, 2008
            31Statement
      of Cash Flows for the years ended October 31, 2008 and 2007 and for the
      period from January 23, 2006 (Date of Inception) to October 31,
      2008
            32Notes
      to the Financial Statements
            33





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:





None.





(a)  (3)   Exhibits





The
following exhibits are included as part of this report by
reference:





1.           Certificate
of Incorporation, Articles of Incorporation and By-laws





1.1
            Certificate
      of Incorporation (incorporated by reference from Mackenzie’s Registration
      Statement on Form 10-SB filed on January 24,
  2007)





1.2
            Articles
      of Incorporation (incorporated by reference from Mackenzie’s Registration
      Statement on Form 10-SB filed on January 24,
  2007)





1.3
            By-laws
      (incorporated by reference from Mackenzie’s Registration Statement on Form
      10-SB filed on January 24, 2007)





99.1
            Certificate
      Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
      Executive Officer)








-25-







99.2
            Certification
      of the Chief Executive Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





99.3
            Certificate
      Pursuant to Section 301(a) of the Sarbanes-Oxley Act of 2002 (Chief
      Financial Officer)





99.1
            Certification
      of the Chief Financial Officer Pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002





(b)           Reports
on Form 8-K





None during the current
year.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES








(1)           Audit
Fees





The
aggregate fees billed by the independent accountants for the last two fiscal
years for professional services for the audit of Mackenzie’s annual financial
statements and the review included in Mackenzie’s Form 10-Q and services that
are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were
$8,000.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of Mackenzie’s financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.





(3)           Tax Fees





The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was NIL.





(4)           All Other
Fees





During
the last two fiscal years there were no other fees charged by the principal
accountants other than those disclosed in (1) and (3) above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Mackenzie to make any pre-approval policies
meaningful.  Once Mackenzie has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit hours
incurred





The
principal accountants did not spend greater than 50 percent of the hours spent
on the accounting by Mackenzie’s internal accountant.











-26-








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.





MACKENZIE
TAYLOR MINERALS INC.


(Registrant)





By:     TERRY
STIMPSON


Terry
Stimpson


Chief
Executive Officer,


President
and Director





Date:
December 31, 2008





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





By:     TERRY
STIMPSON


Terry
Stimpson


Chief
Executive Officer,


President
and Director





Date:
December 31, 2008





By:   KENDALL
      O’LEARY


Kendall
      O’Leary


Chief
      Accounting Officer,


Chief
      Financial Officer and Director





Date:
December 31, 2008








-27-










MADSEN & ASSOCIATES, CPA’s
      INC.
            684
      East Vine Street, #3Certified
      Public Accountants and Business Consultants Board
            Murray,
      Utah, 84107Telephone:
      801-268-2632Fax:
      801-262-3978





Board of
Directors


Mackenzie
Taylor Minerals Inc. and Subsidiary


Calgary,
Alberta, Canada





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying consolidated balance sheets of Mackenzie Taylor
Minerals Inc. and Subsidiary (pre-exploration stage company) at October 31, 2008
and 2007, and the statement of operations, stockholders' equity, and cash flows
for the years ended October 31, 2008 and 2007 and for the period January 23,
2006 (date of inception) to October 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.





We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  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 purposes
of expressing an opinion on the effectiveness for the company’s internal control
over financial reporting.   Accordingly, we express no such
opinion.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosure 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
statements presentation. We believe that our audit provides a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Mackenzie Taylor Minerals Inc. and
Subsidiary at October 31, 2008 and 2007, and the results of operations, and cash
flows for the years ended October 31, 2008 and 2007 and the period January 23,
2006 (date of inception) to October 31, 2008, 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. The Company will need additional working
capital to service its debt and for its planned activity, which raises
substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are described in the notes to the financial
statements. These financial statements do not include any adjustments that might
result from the outcome of this uncertainty.








Murray,
Utah                                                                           /s/  “Madsen &
Associates, CPA’s Inc.”


December
12, 2008











-28-










MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


Consolidated
      Balance Sheets






October
      31,
                2008
              October
      31, 2007AssetsCurrent
      assets:Cash
              $       3,256
              $       9,580Prepaid
      expenses
              -
              1,500Total Current
    Assets
              $   3,256
              $     11,080Liabilities and Shareholders’
      DeficiencyCurrent
      liabilities:Accounts payable and accrued
      liabilities
              $    18,017
              $     10,653Indebtedness to related parties
      (Note 4)
              92,880
              59,592Total current
      liabilities
              110,897
              70,245Shareholders’
      deficiency500,000,000 common shares
      authorized, at $0.001 par value
                113,310,000 shares issued and
      outstanding
              113,310
              113,310Capital in excess of par
      value
              (71,460)
              (71,460)Deficit accumulated during the
      pre-exploration stage
              (149,491)
              (101,015)Total Shareholders’
      Deficiency
              (107,641)
              (59,165)$  3,256
              $   11,080
















The
accompanying notes are an integral part of these financial
statements.








-29-














MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


Consolidated
      Statement of Operations


For
the years ended October 31, 2008 and 2007 and for the period from January 23,
2006 (date of inception) to October 31, 2008





October
      31,2008
            October
      31,2007
            January
      23, 2006
              to
      October 31,2008REVENUES
            $   -
            $    -
            $  -EXPENSESExploration
      costs
            -
            10,500
            18,682Administrative
            48,476
            73,907
            130,809NET
      LOSS FROM OPERATIONS
            $  (48,476)
            $   (84,407)
            $  (149,491)NET
      LOSS PER COMMON SHAREBasic
      and diluted
            $      (0.00)
            $       (0.00)AVERAGE
      OUTSTANDING SHARESBasic
            113,310,000
            113,310,000







The
accompanying notes are an integral part of these financial
statements.











-30-










MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(Pre-Exploration
Stage Company)


CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY


Period January
23, 2006 (date of inception) to October 31, 2008











Common
              Shares
            Stock
              Amount
            Capital
      inExcess
      of
              Par Value
            AccumulatedDeficitBalance January 23,
      2006
            -
            $             -
            $             -
            $                -Issuance
      of common shares for cash
            90,000,000
            90,000
            (87,000)
            -Net
      operating loss for the nine  months ended
      October 31, 2006
            -
            -
            -
            (16,608)Issuance
      of common shares for cash
            23,310,000
            23,310
            15,540
            -Net
      operating loss for the year endedOctober
      31, 2007
            -
            -
            -
            (84,407)Net
      operating loss for the year endedOctober
      31, 2008
            -
            -
            -
            (48,476)Balance
      as at October 31, 2008
            113,310,000
            $   113,310
            $  (71,460)
            $     (149,491)





The
accompanying notes are an integral part of these financial
statements










-31-








MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


Consolidated Statement of Cash
Flows


For
the years ended October 31, 2008 and 2007and for the period from January 23,
2006 (date of inception) to October 31, 2008








October
      31,2008
            October
      31,2007
            January
      23, 2006
              (date
      of inception)
              to
      October31,2008CASH
      FLOWS FROMOPERATING
      ACTIVITIES:Net
      loss
            $  (48,476)
            $
      (84,407)
            $
      (149,491)Adjustments
      to reconcile net loss tonet
      cash provided byoperating
      activities:Increase
      in prepaid expenses
            1,500
            (1,500)
            -Changes
      in accounts payable
            7,364
            6,869
            18,017Net
      Cash  Provided (Used) in Operations
            (39,612)
            (79,038)
            (131,474)CASH
      FLOWS FROMINVESTING
      ACTIVITIES:
            -
            -
            -CASH
      FLOWS FROM FINANCINGACTIVITIESProceeds from loan from
      relatedparty
            33,288
            21,837
            92,880Proceeds from issuance ofcommon
      stock
            -
            38,850
            41,85033,288
            60,687
            134,730Net
      Increase (Decrease) in Cash
            (6,324)
            (18,351)
            3,256Cash
      at Beginning of Year
            9,580
            27,931
            -CASH
      AT END OF YEAR
            $      3,256
            $    9,580
            $   3,256








The
accompanying notes are an integral part of these financial
statements.








-32-








MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008





1.           ORGANIZATION





The
Company, Mackenzie Taylor Minerals Inc. was incorporated under the laws of the
State of Nevada on January 23, 2006 with the authorized capital stock of
200,000,000 shares at $0.001 par value.  On June 11, 2008, the
shareholders approved the increase of the authorized share capital from
200,000,000 shares at $0.001 par value to 500,000,000 shares at $0.001 par
value.





The
Company organized its wholly owned subsidiary, Golden Charm Minerals Ltd., which
was incorporated in British Columbia on May 30, 2006.





The
Company was organized for the purpose of acquiring and developing mineral
properties.  At the report date mineral claims, with unknown reserves,
had been acquired.  The Company has not established the existence of a
commercially minable ore deposit and therefore has not reached the development
stage and is considered to be in the pre-exploration stage.








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





The
Company recognizes income and expenses based on the accrual method of
accounting.





Dividend
Policy





The
Company has not yet adopted a policy regarding payment of
dividends.





Basic and Diluted Net
      Income (loss) Per Share





Basic
      net income (loss) per share amounts are computed based on the weighted
      average number of shares actually outstanding.   Diluted
      net income (loss) per share amounts are computed using the weighted
      average number of common and common equivalent shares outstanding as if
      shares had been issued on the exercise of the common share rights unless
      the exercise becomes antidulutive and then only the basic per share
      amounts are shown in the report.





Principles of
Consolidation





The
accompanying consolidated financial statements include the accounts of Mackenzie
Taylor Minerals Inc (parent) and its subsidiary from their
inception.   All significant intercompany accounts and balances
have been eliminated in consolidation.











-33-














MACKENZIE
TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Evaluation of Long-Lived
Assets





The
Company periodically reviews its long term assets and makes adjustments, if the
carrying value exceeds fair value.





Income
Taxes





The
Company utilizes the liability method of accounting for income
taxes.  Under the liability method deferred tax assets and liabilities
are determined based on differences between financial reporting and the tax
bases of the assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect, when the differences are expected to be
reversed.   An allowance against deferred tax assets is recorded,
when it is more likely than not, that such tax benefits will not be
realized.





On
October 31, 2008, the Company had a net operating loss carry forward of $149,491
for income tax purposes.  The tax benefit of approximately $44,800
from the loss carry forward has been fully offset by a valuation reserve because
the future tax benefit is undeterminable since the Company is unable to
establish a predictable projection of operating profits for future
years.  The losses will expire in 2029.





Foreign Currency
Translations





Part of
the transactions of the Company were completed in Canadian dollars and have been
translated to US dollars as incurred, at the exchange rate in effect at the
time, and therefore, no gain or loss from the translation is
recognized.  The functional currency is considered to be US
dollars.





Revenue
Recognition





Revenue
is recognized on the sale and delivery of a product or the completion of a
service provided.





Advertising and Market
Development





The company expenses advertising and
market development costs as incurred.





Financial
Instruments





The
      carrying amounts of financial instruments are considered by management to
      be their fair value due to their short term
  maturities.











-34-














MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008








2.           SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES - Continued





Estimates and
Assumptions





Management
uses estimates and assumptions in preparing financial statements in accordance
with general accepted accounting principles.  Those estimates and
assumptions affect the reported amounts of the assets and liabilities, the
disclosure of contingent assets and liabilities, and the reported revenues and
expenses.   Actual results could vary from the estimates that
were assumed in preparing these financial statements.





Statement of Cash
      Flows





For
      the purposes of the statement of cash flows, the Company considers all
      highly liquid investments with a maturity of three months or less to be
      cash equivalents.





Unproven Mining Claim
Costs





Cost of
acquisition, exploration, carrying and retaining unproven properties are
expensed as incurred.





Environmental
      Requirements





At
      the report date environmental requirements related to the mineral claim
      acquired are unknown and therefore any estimate of any future cost cannot
      be made.





Recent Accounting
Pronouncements





The
Company does not expect that the adoption of other recent accounting
pronouncements will have a material impact on its financial
statements.








3.           AQUISITION
OF MINERAL CLAIM





The
      Company acquired three mineral claims, known as the Gold Charms Two,
      situated in British Columbia, with an expiration date of December 2, 2010.
      The claims may be extended yearly by the payment of $184 Cdn (US $167) or
      the completion of work on the property of $184 Cdn. ($167) plus a filing
      fee.   On the date of this report the Company had not
      established the existence of a commercially minable ore deposit on the
      claims.











-35-











MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY


(A
Pre-exploration Stage Company)


NOTES
TO FINANCIAL STATEMENTS


October
31, 2008








4.           SIGNIFICANT
TRANSACTIONS WITH RELATED PARTY





Officers-directors
and their family have acquired 79% of the common stock issued and have made no
interest, demand loans to the Company of $92,880.





Officers-directors
are compensated for their services in the amount of a total $3,000 per month
starting October 1, 2006.  On May 1, 2008, one of the directors
declined to receive further management fees and therefore the monthly management
fees were reduced by $2,000.





5.           CAPITAL
STOCK





During
2006, the Company completed a private placement of 90,000,000 post split common
shares for $3,000 to its directors.  In July 2007, the Company
completed a private placement of 23,310,000 post split common shares for
$38,850.





On
      June 11, 2008, the shareholders of the Company approved a 30 to 1 forward
      stock split which became effective on that date, resulting in an increase
      of the outstanding shares of common stock from 3,777,000 to
      113,310,000.  The 113,310,000 post split common shares are shown
      as split from the date of
inception.





6.
            GOING
      CONCERN





The
      Company will need additional working capital to service its debt and to
      develop the mineral claims acquired, which raises substantial doubt about
      its ability to continue as a going concern.   Continuation
      of the Company as a going concern is dependent upon obtaining additional
      working capital and the management of the Company has developed a
      strategy, which it believes will accomplish this objective through
      additional equity funding, and long term financing, which will enable the
      Company to operate for the coming
year.











-36-