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 EXCHANGE ACT OF
      1934For
      the fiscal year ended April 30,
2009





Commission
file number 000-52747





HENIX
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Nevada


(State
or other jurisdiction of incorporation or organization)





#41
Huancheng Road


Xinjian
Township


Jinyun
County


Zhejiang,
P.R. China


(Address
of principal executive offices, including zip code.)





011
86 578 388 1262


(Registrant's
telephone number, including area code)





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





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: [X] Yes No
[   ]





Indicate
by check mark whether the registrant(1) has filed all reports required by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 day.   [X]
Yes [   ] No





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





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





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





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





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of April
30,2009: $0.





















TABLE
OF CONTENTS





PART
      I
              PageItem
      1.    Business.
              3Item
      1A. Risk Factors.
              6Item
      1B. Unresolved Staff Comments.
              6Item
      2.    Properties.
              6Item
      3.    Legal Proceedings.
              6Item
      4.    Submission of Matters to a Vote of Security
      Holders.
              6PART
      IIItem
      5.    Market For Common Stock and Related Stockholder
      Matters.
              7Item
      6.    Selected Financial Data
              9Item
      7.    Management’s Discussion and Analysis of
      Financial Condition or Plan of Operation.
              9PART
      IIIItem
      7A.  Quantitative and Qualitative Disclosures about Market
      Risk.
              15Item
      8.      Financial Statements and Supplementary
      Data.
              15Item
      9.     Changes In and Disagreements With
      Accountants on Accounting and Financial Disclosure
              28Item
      9A.  Controls and Procedures
              28Item
      9B.  Other Information
              30Item
      10.   Directors, Executive Officers, Promoters and Control
      Persons; Compliance with Section 16(a) of the Exchange Act
              31Item
      11.   Executive Compensation
              33Item
      12.   Security Ownership of Certain Beneficial Owners and
      Management
              35Item
      13.   Certain Relationships and Related Transactions, and
      Director Independence
              36PART
      IVItem
      14.   Principal Accountant Fees and
    Services.
              36Item
      15.   Exhibits, Financial Statement
    Schedules.
              38





-2-


PART
I





ITEM
1.                      BUSINESS





General


We
were incorporated on January 26, 2006. We are an exploration stage corporation.
An exploration stage corporation is one engaged in the search for mineral
deposits or reserves which are not in either the development or production
stage.




We currently do not have the right to explore any property. We have not
identified any properties for exploration. Our plan is to acquire or option a
property and prospect for gold in China. Our target is mineralized material. Our
success depends upon finding mineralized material.  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 the exploration of any
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 public
offering, a private placement or loans. 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.





After
we acquire a property, we must conduct exploration to determine what amount of
minerals, if any, exist on our properties and if any minerals which are found
can be economically extracted and profitably processed. There is no assurance
that we will ever acquire or option a property.





We
intend to seek out raw undeveloped property by retaining the services of a
professional mining geologist to be selected. As of the date of this
registration statement, we have not selected a geologist. Our properties will in
all likelihood be undeveloped raw land. That is because raw undeveloped land is
much cheaper than to try to acquire an existing developed property. A developed
property is one with a defined ore body.





Thereafter,
exploration will be initiated.





We
do not know if we will find mineralized material.





Our
exploration program is designed to economically explore any property we may
obtain.


Again, at
the present time we do not own any interest in any properties.





We
do not claim to have any minerals or reserves whatsoever.








-3-


We
intend to implement an exploration program which consists of rock sampling. Rock
sampling is the collection of a series of small chips over a measured distance,
which is then submitted for a chemical analysis, usually to determine the
metallic content over the sampled interval, a pre-determined grid laid out on
the property. If the rock sampling is successful, then further work by way of a
Controlled Source Magnetotelluric survey may be in order. This is an
electromagnetic method used to map the variation of the Earth's resistivity (the
resistance of the earth to conduct electricity) by measuring naturally occurring
electric and magnetic fields at the Earth's surface. This process gives an
indication of where drilling locations may be warranted.  If drilling
were to be indicated, then our first choice would be Reverse Circulation
Drilling. This is a less expensive form of drilling that does not allow for the
recovery of a tube or core of rock. The material is brought up from depth as a
series of small chips of rock that are then bagged and sent in for analysis.
This is a quicker and cheaper method of drilling, but does not necessarily give
one as much information about the underlying rocks. If warranted, core sampling
would follow this stage. Core sampling is the process of drilling holes to a
depth of up to 1,400 feet in order to extract samples of earth. Our mining
engineer will determine where drilling will occur on the property. As of the
date of this registration statement, we have not retained the services of any
mining engineers, and would not entertain doing so until an appropriate property
has been secured. The drill samples will be tested to determine if mineralized
material is located on the property. Based upon the tests of the drill samples,
we will determine if we will terminate operations; proceed with additional
exploration of the property; or develop the property. Our current financial
condition is designed to only fund the costs of rock sampling and
testing.





The
breakdown of estimated times and dollars was made by the management. While the
management does not have any formal training in the area of exploration, they
have been associated with other exploration corporations and believe they have
sufficient knowledge of exploration to direct our administrative
actions.





We
do not intend to interest other companies in the property if we find mineralized
materials. We intend to try to develop the reserves ourselves.





If
we are unable to complete exploration because we do not have enough money, we
will cease operations until we raise more money. If we cannot or do not raise
more money, we will cease operations. If we cease operations, we don't know what
we will do and we don't have any plans to do anything else.





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 do not own an interest in a property. We may or may not find any
mineralized material. We hope we do, but it is impossible to predict the
likelihood of such an event.





We
do not have a plan to take our company to revenue generation. That is because we
have not located an ore body yet and it is impossible to project revenue
generation from nothing.





If
we explore a property and do not find mineralized material, we will allow the
option to expire.





-4-


Competitive
Factors





The
gold mining industry is fragmented.  We will be competing with other
exploration companies looking for gold.  We are one of the smallest
exploration companies in existence.  We are an infinitely small
participant in the gold mining market.  While we may be competing for
property, once the property is optioned, there will be no competition for the
exploration or removal of  minerals  from the
property.  Readily available gold markets exist in China and around
the world for the sale of gold.  Therefore, we will be able to sell
any gold that we are able to recover.





Environmental
Law and Regulations





In
the United States, prospecting on federal land is provided under the existing
1872 Mining Law and all permits for exploration and testing must be obtained
through the local Bureau of Land Management (BLM) office of the Department of
Interior. Obtaining permits for minimal disturbance as envisioned by this
exploration program will require making the appropriate application and filing
of the bond to cover the reclamation of the test areas. From time to time, an
archeological clearance may need to be contracted to allow the testing program
to proceed.





We
will secure all necessary permits for exploration and, if development is
warranted on the property, will file final plans of operation before we start
any mining operations. We anticipate no discharge of water into active stream,
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 all laws and will continue to comply with the laws in the
future. We believe that compliance with the laws will not adversely affect our
business operations.





Subcontractors





We
intend to use the services of subcontractors for manual labor exploration work
on any claims we may acquire. Mr. Zhu, Yongfu, out sole director and officer,
will handle our administrative duties.  Because our sole officer and
director is inexperienced with exploration, he will hire qualified persons to
perform the surveying, exploration, and excavating of the
property.  The subcontractors we hire will determine the number of
persons it will employ for surveying, exploration, and excavating of any
claims we may acquire. Further, we will hire geologists and engineers as
independent contractors on an as needed basis. As of today, we have not looked
for or talked to any geologists or engineers who will perform work for us in the
future.  Accordingly, we cannot determine at this time the precise
number of people we will retain to perform the foregoing services.





-5-


Employees
and Employment Agreements





At
present, we have no employees, other than our sole officer and director. Our
sole officer and director is a part-time employee and will devote about 10% of
his time or four hours per week to our operation. Our sole officer and director
does not have an employment agreement 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 sole officer and director.





ITEM
      1A.
            RISK
      FACTORS




We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.








ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS




None.





ITEM
      2.
            PROPERTIES




We
do not own any property. We only had the right to explore one property, title of
which is not vested in our name and which has expired on January 9,
2009.








ITEM 3.
            LEGAL
      PROCEEDINGS




We
are not presently a party to any litigation.








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




During
the fourth quarter, there were no matters submitted to a vote of our
shareholders.








-6-


PART
II





ITEM
      5.
            MARKET
      FOR COMMON STOCK AND RELATED STOCKHOLDER
MATTERS




Our
shares are traded on the Bulletin Board operated by the National Association of
Securities Dealers, Inc. under the symbol HENX. A summary of trading by quarter
for the 2009 and 2008 fiscal years is as follows:





Fiscal
      Quarter
            High
      Bid
            Low
      Bid2009Second
      Quarter 02-01-09 to 04-30-09
            $0
            $0First
      Quarter 11-01-08 to 01-30-09
            $0
            $02008Fourth
      Quarter 08-01-08 to 10-31-08
            $0
            $0Third
      Quarter 05-01-08 to 07-31-08
            $0
            $0Second
      Quarter 02-01-08 to 04-30-08
            $0
            $0First
      Quarter 11-01-07 to 01-30-08
            $0
            $02007Fourth
      Quarter 08-01-07 to 10-31-07
            $0
            $0Third
      Quarter 05-01-07 to 07-31-07
            $0
            $0




Of
the 2,009,000 shares of common stock outstanding as of April 30, 2009, 1,090,000
shares are owned by our officer and director and may only be resold in
compliance with Rule 144 of the Securities Act of 1933.




At
April 30, 2009, there were 44 shareholders of record.





Status
of our public offering





On
September 11, 2006, the Securities and Exchange Commission declared our Form
SB-2 Registration Statement effective, file number 333-136688, permitting us to
offer up to 2,000,000 shares of common stock at $0.10 per share. There was no
underwriter involved in our public offering.




On
November 16, 2006, we completed our public offering by raising $100,900. We sold
1,000,900 shares of our common stock at an offering price of $0.10 per share, to
44 persons. Since then, we have spent the proceeds as follows:





Description
                                        Amount
      ($)Accounting
      and audit
                                        $
      26,068Legal
      fees
                                        $
      25,256Exploration
      work
                                        $
      2,100Transfer
      agent and filing fees
                                        $
      24,863Other
      general and administrative expenses
                                        $
      12,943Total
                                        $
      91,230





-7-


Dividends




We
have not declared any cash dividends, nor do we intend to do so. We are not
subject to any legal restrictions respecting the payment of dividends, except
that they may not be paid to render us insolvent. Dividend policy will be based
on our cash resources and needs and it is anticipated that all available cash
will be needed for our operations in the foreseeable future.





Section Rule 15(g) of the Securities Exchange Act of
1934




Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as
amended, and Rules 15g-1 through 15g-6, and 15g-9 promulgated thereunder. They
impose additional sales practice requirements on broker/dealers who sell our
securities to persons other than established customers and accredited investors
(generally institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouses).




Rule
15g-1 exempts a number of specific transactions from the scope of the penny
stock rules.




Rule
15g-2 declares unlawful broker/dealer transactions in penny stocks unless the
broker/dealer has first provided to the customer a standardized disclosure
document.




Rule
15g-3 provides that it is unlawful for a broker/dealer to engage in a penny
stock transaction unless the broker/dealer first discloses and subsequently
confirms to the customer current quotation prices or similar market information
concerning the penny stock in question.




Rule
15g-4 prohibits broker/dealers from completing penny stock transactions for a
customer unless the broker/dealer first discloses to the customer the amount of
compensation or other remuneration received as a result of the penny stock
transaction.




Rule
15g-5 requires that a broker/dealer executing a penny stock transaction, other
than one exempt under Rule 15g-1, disclose to its customer, at the time of or
prior to the transaction, information about the sales persons
compensation.




Rule
15g-6 requires broker/dealers selling penny stocks to provide their customers
with monthly account statements.




Rule
15g-9 requires broker/dealers to approve the transaction for the customer’s
account; obtain a written agreement from the customer setting forth the identity
and quantity of the stock being purchased; obtain from the customer information
regarding his investment experience; make a determination that the investment is
suitable for the investor; deliver to the customer a written statement for the
basis for the suitability determination; notify the customer of his rights and
remedies in cases of fraud in penny stock transactions; and, the FINRA's toll
free telephone number and the central number of the North American
Administrators Association, for information on the disciplinary history of
broker/dealers and their associated persons.




The
application of the penny stock rules may affect your ability to resell your
shares.






-8-






Securities
authorized for issuance under equity compensation plans




We
do not have any equity compensation plans and accordingly we have no securities
authorized for issuance thereunder.








ITEM
6.                      SELECTED
FINANCIAL DATA




We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.








ITEM
7.                      MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.




This
section of the report 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 report. 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, exploration-stage mining corporation and have not yet generated
or realized any revenues from our business operations. We raised $100,900 from
our public offering and issued 1,000,900 common shares at $0.10 per share on
November 16, 2006. We believe that further financing (either debt or equity
financing) are required for us to acquire other mineral properties.




Because
the results of our exploration program on the expired property appeared to be
less than ideal, we intend to acquire other mineral properties; however, no
acquisition has been materialized as of this report. We are not going to buy or
sell any plant or significant equipment during the next twelve
months.




Our
exploration target is to find and acquire other properties containing gold. Our
success depends upon finding mineralized material from such acquired properties.
This includes a determination by our consultant if the property contains
reserves. Although we have successfully raised additional capital in 2006, we
must find and acquire other mineral properties for further
exploration.





-9-




We
currently do not own or have a right to explore any property. We have not
identified any properties for exploration. Our plan is to acquire or option a
property and prospect for gold
in                                       China.
Our target is mineralized material. Our success depends upon finding mineralized
material.  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 the exploration of any
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 public
offering, a private placement or loans. 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.





After
we acquire a property, we must conduct exploration to determine what amount of
minerals, if any, exist on our properties and if any minerals which are found
can be economically extracted and profitably processed. There is no assurance
that we will ever acquire or option a property.





We
intend to seek out raw undeveloped property by retaining the services of a
professional mining geologist to be selected. As of the date of this
registration statement, we have not selected a geologist. Any properties
will in all likelihood be undeveloped raw land. That is because raw undeveloped
land is much cheaper than to try to acquire an existing developed property. A
developed property is one with a defined ore body.





Thereafter,
exploration will be initiated.





We
do not know if we will find mineralized material.





Our
exploration program is designed to economically explore any property we may
obtain.


Again, at
the present time we do not own any interest in any properties.





We
do not claim to have any minerals or reserves whatsoever.





We
intend to implement an exploration program which consists of rock sampling. Rock
sampling is the collection of a series of small chips over a measured distance,
which is then submitted for a chemical analysis, usually to determine the
metallic content over the sampled interval, a pre-determined grid laid out on
the property. If the rock sampling is successful, then further work by way of a
Controlled Source Magnetotelluric survey may be in order. This is an
electromagnetic method used to map the variation of the Earth's resistivity (the
resistance of the earth to conduct electricity) by measuring naturally occurring
electric and magnetic fields at the Earth's surface. This process gives an
indication of where drilling locations may be warranted.  If drilling
were to be indicated, then our first choice would be Reverse Circulation
Drilling. This is a less expensive form of drilling that does not allow for the
recovery of a tube or core of rock. The material is brought up from depth as a
series of small chips of rock that are then bagged and sent in for analysis.
This is a quicker and cheaper method of drilling, but does not necessarily give
one as much information about the underlying rocks. If warranted, core sampling
would follow this stage. Core sampling is the process of drilling holes to a
depth of up to 1,400 feet in order to extract samples of earth. Our mining
engineer will determine where drilling will occur on the property. As of the
date of this registration statement, we have not retained the services of any
mining engineers, and would not entertain doing so until an appropriate property
has been secured. The drill samples will be tested to determine if mineralized
material is located on the property. Based upon the tests of the drill samples,
we will determine if we will terminate operations; proceed with additional
exploration of the property; or develop the property. Our current financial
condition is designed to only fund the costs of rock sampling and
testing.






-10-





The
breakdown of estimated times and dollars was made by the management. While the
management does not have any formal training in the area of exploration, they
have been associated with other exploration corporations and believe they have
sufficient knowledge of exploration to direct our administrative
actions.





We
do not intend to interest other companies in the property if we find mineralized
materials. We intend to try to develop the reserves ourselves.





If
we are unable to complete exploration because we do not have enough money, we
will cease operations until we raise more money. If we cannot or do not raise
more money, we will cease operations. If we cease operations, we don't know what
we will do and we don't have any plans to do anything else.





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 do not own an interest in a property. We may or may not find any
mineralized material. We hope we do, but it is impossible to predict the
likelihood of such an event.





We
do not have a plan to take our company to revenue generation. That is because we
have not located an ore body yet and it is impossible to project revenue
generation from nothing.





If
explore a property and do not find mineralized material, we will allow the
option to expire.





Limited
Operating History




There
is limited historical financial information about us upon which to base an
evaluation of our performance. We are an exploration-stage corporation and have
not generated any revenues from operations. 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 must find and acquire other mineral
properties and conduct into more comprehensive research and exploration of such
properties before we start production of any minerals we may find.





-11-


Results
of Operations




We
raised $100,900 from our public offering. Of the proceeds, we have spent
$88,927.




We
intend to acquire other mineral properties domestically or overseas. However, no
such acquisition has materialized as of the date of this report.





Liquidity and Capital
Resources




To
meet our need for cash we raised $100,900 from our public offering. As of April
30, 2009, we have $9,670 in cash available.  If we find mineralized
material and it is economically feasible to remove the mineralized material, we
will attempt to raise additional money through a subsequent private placement,
public offering or through loans. If we do not raise enough money to complete
our exploration of the property, we will have to find alternative sources, like
a second public offering, a private placement of securities, or loans from our
officers or others.




We
acquired the rights to conduct exploration on one expired property containing 20
cells.  As of the date of this report we have yet to generate any
revenues.




Since
inception and up to April 30, 2009, we have issued 2,009,000 shares of our
common stock and received $100,910.




In
January 2006, we issued 1,000,000 shares of common stock pursuant to the
exemption from registration set forth in section 4(2) of the Securities Act of
1933. In November 2006, we issued 1,009,000 shares of common stock pursuant to
our registration statement.  The purchase price of the shares issued
in January and November were $10 and $100,900, respectively. Both were accounted
for as acquisitions of shares. James Shao covered our initial expenses covering
incorporation, accounting and legal fees, and other operating expenses of
$32,054 and $3,500 for staking, for a total of $35,554, all of which was paid
directly to our staker, attorney, accountant, and other vendors. Only during the
quarter ended July 31, 2007, $10,000 was repaid to our former president. The
amount owed to our former president is non-interest bearing, unsecured and due
on demand. Further the agreement with our former president is oral and there is
no written document evidencing the agreement.





As
of April 30, 2009, our total current assets were $9,670 and our total current
liabilities were $5,000, for a working capital of $4,670.





Recent
accounting pronouncements




On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements(SFAS No. 160). SFAS No. 160 requires
all entities to report noncontrolling (minority) interests in subsidiaries as
equity in the consolidated financial statements. The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
We have not yet determined the impact of the adoption of SFAS No. 160 on our
financial statements and footnote disclosures.






-12-






In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
141 (revised 2007), “Business
Combinations” (SFAS No. 141(R)) as amended by FASB staff position
FSP 141(R)-1, “Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies.” SFAS No. 141(R) generally requires an entity to
recognize the assets acquired, liabilities assumed, contingencies, and
contingent consideration at their fair value on the acquisition date. In
circumstances where the acquisition-date fair value for a contingency cannot be
determined during the measurement period and it is concluded that it is probable
that an asset or liability exists as of the acquisition date and the amount can
be reasonably estimated, a contingency is recognized as of the acquisition date
based on the estimated amount. It further requires that acquisition-related
costs are recognized separately from the acquisition and expensed as incurred,
restructuring costs generally is expensed in periods subsequent to the
acquisition date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the measurement period
impact income tax expense. In addition, acquired in-process research and
development is capitalized as an intangible asset and amortized over its
estimated useful life. SFAS 141(R) is effective for financial statements issued
for fiscal years beginning on or after December 15, 2008.  The
adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.




In
March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities” (“SFAS 161”). This statement requires
companies to provide enhanced disclosures about (a) how and why they use
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company’s financial
position, financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently evaluating the impact of adopting
SFAS No. 161 on its financial statements.




In
April 2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  We have not yet
determined the effect, if any, of the adoption of this statement on our
financial condition or results of operations.


-13-




In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.




In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4
provides guidance on how to determine the fair value of assets and liabilities
when the volume and level of activity for the asset/liability has significantly
decreased. FSP 157-4 also provides guidance on identifying circumstances that
indicate a transaction is not orderly. In addition, FSP 157-4 requires
disclosure in interim and annual periods of the inputs and valuation techniques
used to measure fair value and a discussion of changes in valuation techniques.
We have not yet determined the effect, if any, of the adoption of this statement
on our financial condition or results of operations.




In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2
amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2,
another-than-temporary impairment is triggered when there is intent to sell the
security, it is more likely than not that the security will be required to be
sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the
presentation of another-than-temporary impairment in the income statement for
those impairments involving credit losses. The credit loss component will be
recognized in earnings and the remainder of the impairment will be recorded in
other comprehensive income. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.




In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value
of Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1
requires interim disclosures regarding the fair values of financial instruments
that are within the scope of FAS 107, “Disclosures about the Fair Value of
Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires
disclosure of the methods and significant assumptions used to estimate the fair
value of financial instruments on an interim basis as well as changes of the
methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.








-14-


ITEM
7A.                  
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.




We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and
are not required to provide the information under this item.








ITEM
8.                      FINANCIAL
STATEMENTS AND SUPPLEMENTARY DATA.








HENIX
      RESOURCES, INC.(AN
      EXPLORATION STAGE COMPANY)FINANCIAL
      STATEMENTSAPRIL
      30, 2009














Henix
      Resources, Inc.(An
      Exploration Stage Company)INDEX











PAGEREPORT OF INDEPENDENT
      REGISTERED PUBLIC ACCOUNTING FIRM
              F2
      - F3BALANCE
      SHEETS
              F4STATEMENTS
      OF OPERATIONS
              F5STATEMENTS
      OF CASH FLOWS
              F6STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
              F7NOTES
      TO FINANCIAL STATEMENTS
              F8
      - F13











-15-






KEMPISTY
      & COMPANYCERTIFIED
      PUBLIC ACCOUNTANTS, P.C.15
      MAIDEN LANE - SUITE 1003 - NEW YORK, NY 10038 - TEL (212) 406-7272 - FAX
      (212) 513-1930REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMBoard
      of DirectorsHenix
      Resources, Inc.
                      (An
      Exploration Stage Company)We
      have audited the accompanying balance sheet of Henix Resources, Inc. (An
      Exploration Stage Company) as of April 30, 2009 and the related statements
      of operations, stockholders' equity (deficit) and cash flows for the year
      then ended and for the period January 26, 2006 (inception) through April
      30, 2009. 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. The cumulative statements of
      operations, cash flows, and changes in stockholders' equity (deficit) for
      the period January 26, 2006 (inception) through April 30, 2008, which were
      audited by another auditor whose report have been furnished to us, and our
      opinion, insofar as it relates to the amounts included for the period
      January 26, 2006 (inception) through April 30, 2008 is based solely on the
      report of the other auditor.
                      
                      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 at this time, to
      have, nor were we engaged to perform, an audit of its internal control
      over financial reporting.  Our audit included consideration of
      internal control over financial reporting as a basis for designing audit
      procedures that are appropriate in the circumstances, but not for the
      purpose of expressing an opinion on the effectiveness of the Company's
      internal control over financial reporting.  Accordingly, we
      express no such opinion.  An audit includes examining, on a test
      basis, evidence supporting the amounts and disclosures in the financial
      statements.  An audit also includes assessing the accounting
      principles used and significant estimates made by management, as well as
      evaluating the overall financial statement presentation.  We
      believe that our 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 Henix Resources, Inc. (An
      Exploration Stage Company) as of April 30, 2009 and the results of its
      operations and cash flows for the year then ended and for the period
      January 26, 2006 (inception) through April 30, 2009, in conformity with
      accounting principles generally accepted in the United States of
      America.
                      
                      The
      accompanying financial statements have been prepared assuming that the
      Company will continue as a going concern. As discussed in Note 1 to the
      financial statements, the Company has no established source of revenue and
      has incurred an accumulated loss of $151,044 since
      inception.  This raises substantial doubt about its ability to
      continue as a going concern. Management’s plans concerning this matter are
      also described in Note 1. The accompanying financial statements do not
      include any adjustments that might result from the outcome of this
      uncertainty.KEMPISTY
      & COMPANYKempisty
      & CompanyCertified
      Public Accountants PCNew
      York, New YorkJuly
      29, 2009






-16-














Report of Independent
Registered Public Accounting Firm


To the
Board of Directors and Stockholders of


Henix
Resources, Inc.


(An
Exploration Stage Company)





We have
audited the accompanying balance sheet of Henix Resources, Inc. (An Exploration
Stage Company) as of April 30, 2008 and the related statements of operations,
cash flows and stockholders’ equity (deficit) for the year then ended and
accumulated from January 26, 2006 (Date of Inception) to April 30, 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 audits.





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 audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. The Company is not required to have, nor were we
engaged to perform, an audit of its internal control over financial reporting.
An audit includes consideration of internal control over financial reporting as
a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of internal control over financial reporting. Accordingly, we
express no such opinion. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our
opinion, the financial statements referred to above, present fairly, in all
material respects, the financial position of Henix Resources, Inc. (An
Exploration Stage Company) as of April 30, 2008, and the results of its
operations and its cash flows for the year then ended and accumulated from
January 26, 2006 (Date of Inception) to April 30, 2008 in conformity with
accounting principles generally accepted in the United States.





The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company has not generated any revenue and has accumulated losses since
inception and will need additional equity financing to begin realizing its
business plan. These factors raise substantial doubt about the Company’s ability
to continue as a going concern. Management’s plans in regard to these matters
are also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





MANNING ELLIOTT
LLP


Manning
Elliott LLP


CHARTERED
ACCOUNTANTS


Vancouver,
Canada


July 17,
2008


-17-


Henix
Resources, Inc.


(An
Exploration Stage Company)


Balance
Sheets








April
      30,ASSETS
                                                                                              
                                                                                              2009
                                                                                              
                                                                                              
                                                                                              2008Current
      AssetsCash
                                                                                              
                                                                                              $
                                                                                              9,670
                                                                                              
                                                                                              
                                                                                              $
                                                                                              35,483Total
      Assets
                                                                                              
                                                                                              $
                                                                                              9,670
                                                                                              
                                                                                              
                                                                                              $
                                                                                              35,483LIABILITIES
      AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT
      LIABILITIESAccrued
      liabilities
                                                                                              
                                                                                              $
                                                                                              5,000
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -Due
      to related party (Note 3)
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              25,554Total
      Current Liabilities
                                                                                              
                                                                                              
                                                                                              5,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              25,554COMMITMENTS
      AND CONTINGENCIES (Note 1)
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -STOCKHOLDERS'
      EQUITY (DEFICIT)Preferred
      Stock $0.00001 par value, 100,000,000 shares authorized,none
      issued and outstanding
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -Common
      stock, $0.00001 par value, 100,000,000 shares authorized,2,009,000
      shares issued and outstanding
                                                                                              
                                                                                              
                                                                                              20
                                                                                              
                                                                                              
                                                                                              
                                                                                              20Additional
      paid in capital
                                                                                              
                                                                                              
                                                                                              100,890
                                                                                              
                                                                                              
                                                                                              
                                                                                              100,890Additional
      paid in capital - Donated (Note 3)
                                                                                              
                                                                                              
                                                                                              54,804
                                                                                              
                                                                                              
                                                                                              
                                                                                              20,250Accumulated
      deficit during the exploration stage
                                                                                              
                                                                                              
                                                                                              (151,044
                                                                                              )
                                                                                              
                                                                                              
                                                                                              (111,231
                                                                                              )Total
      Stockholders' Equity (Deficit)
                                                                                              
                                                                                              
                                                                                              4,670
                                                                                              
                                                                                              
                                                                                              
                                                                                              9,929Total
      Liabilities and Stockholders' Equity (Deficit)
                                                                                              
                                                                                              $
                                                                                              9,670
                                                                                              
                                                                                              
                                                                                              $
                                                                                              35,483

















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


-18-


Henix
Resources, Inc.


(An
Exploration Stage Company)


Statements
of Operations








For
      the PeriodJanuary
      26,2006Year
      Ended
                                                                                              
                                                                                              
                                                                                              (Inception)
      toApril
      30,
                                                                                              
                                                                                              
                                                                                              April
      30,2009
                                                                                              
                                                                                              
                                                                                              2008
                                                                                              
                                                                                              
                                                                                              2009REVENUES
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -
                                                                                              
                                                                                              
                                                                                              $
                                                                                              -OPERATING
      EXPENSESGeneral
      and administrative (Note 3)
                                                                                              
                                                                                              
                                                                                              39,813
                                                                                              
                                                                                              
                                                                                              
                                                                                              39,063
                                                                                              
                                                                                              
                                                                                              
                                                                                              147,544Impairment
      of mineral property costs (Note 4)
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              -
                                                                                              
                                                                                              
                                                                                              
                                                                                              3,500Total
      operating expenses
                                                                                              
                                                                                              
                                                                                              39,813
                                                                                              
                                                                                              
                                                                                              
                                                                                              39,063
                                                                                              
                                                                                              
                                                                                              
                                                                                              151,044NET
      LOSS
                                                                                              
                                                                                              $
                                                                                              (39,813
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (39,063
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (151,044
                                                                                              )LOSS
      PER COMMON SHAREBasic
      and Diluted
                                                                                              
                                                                                              $
                                                                                              (0.02
                                                                                              )
                                                                                              
                                                                                              $
                                                                                              (0.02
                                                                                              )WEIGHTED
      AVERAGE NUMBEROF
      SHARES OUTSTANDING
                                                                                              
                                                                                              
                                                                                              2,009,000
                                                                                              
                                                                                              
                                                                                              
                                                                                              2,009,000












































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


-19-


Henix
Resources, Inc.


(An
Exploration Stage Company)


Statements
of Cash Flows





For
      the PeriodJanuary
      26,2006Year
      Ended
                                                                                                                          
                                                                                                                          
                                                                                                                          (Inception)
      toApril
      30,
                                                                                                                          
                                                                                                                          
                                                                                                                          April
      30,2009
                                                                                                                          
                                                                                                                          
                                                                                                                          2008
                                                                                                                          
                                                                                                                          
                                                                                                                          2009Cash
      flows from operating activitiesNet
      loss
                                                                                                                          
                                                                                                                          $
                                                                                                                          (39,813
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (39,063
                                                                                                                          )
                                                                                                                          
                                                                                                                          $
                                                                                                                          (151,044
                                                                                                                          )Adjustment
      to reconcile net loss to netcash
      used for operating activities:Impairment
      of mineral property costs
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          3,500Donated
      services
                                                                                                                          
                                                                                                                          
                                                                                                                          6,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          6,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          19,500Donated
      rent
                                                                                                                          
                                                                                                                          
                                                                                                                          3,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          3,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          9,750Changes
      in operating assets and liabilitiesDue
      to related party
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          26,064Accrued
      liabilities
                                                                                                                          
                                                                                                                          
                                                                                                                          5,000
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          5,000Net
      cash used in operating activities
                                                                                                                          
                                                                                                                          
                                                                                                                          (25,813
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (30,063
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (87,230
                                                                                                                          )Cash
      flows from investing activitiesMineral
      property costs
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (3,500
                                                                                                                          )Net
      cash used in investing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (3,500
                                                                                                                          )Cash
      flows from financing activitiesAdvances
      from related party
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (510
                                                                                                                          )Repayment
      of related party loan
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (10,000
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          -Proceeds
      from issuance of common stock
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          100,910Net
      cash provided (used) by financing activities
                                                                                                                          
                                                                                                                          
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          (10,000
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          100,400Net
      increase (decrease) in cash
                                                                                                                          
                                                                                                                          
                                                                                                                          (25,813
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          (40,063
                                                                                                                          )
                                                                                                                          
                                                                                                                          
                                                                                                                          9,670Cash,
      beginning of period
                                                                                                                          
                                                                                                                          
                                                                                                                          35,483
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          75,546
                                                                                                                          
                                                                                                                          
                                                                                                                          
                                                                                                                          -Cash,
      end of period
                                                                                                                          
                                                                                                                          $
                                                                                                                          9,670
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          35,483
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          9,670Non-cash
      transaction:Payable
      waived by our president
                                                                                                                          
                                                                                                                          $
                                                                                                                          25,554
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          25,554Supplemental
      disclosures of cash flow information:Interest
      paid
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -Income
      taxes paid
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -
                                                                                                                          
                                                                                                                          
                                                                                                                          $
                                                                                                                          -





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


-20-


Henix
Resources, Inc.


(An
Exploration Stage Company)


Statements
of Changes in Stockholders' Equity (Deficit)


For the
period January 26, 2006 (inception) to April 30, 2009











DeficitAccumulatedAdditional
              
              
              
              During
      theCommon
      Stock
              
              Paid-in
              
              Donated
              
              ExplorationShares
              
              Amount
              
              Capital
              
              Capital
              
              Stage
              
              TotalBalance,
      January 26, 2006 (inception)
              
              -
              $
              -
              $
              -
              $
              -
              $
              -
              $
              -Common
      shares issued for cash at $0.00001 per share
              
              1,000,000
              
              10
              
              -
              
              -
              
              -
              
              10Donated
      rent and services
              
              -
              
              -
              
              -
              
              2,250
              
              -
              
              2,250Net
      loss for the period
              
              -
              
              -
              
              -
              
              -
              
              (6,062)
              
              (6,062)Balance,
      April 30, 2006
              
              1,000,000
              
              10
              
              -
              
              2,250
              
              (6,062)
              
              (3,802)Common
      shares issued for cash at $0.00001 per share
              
              1,009,000
              
              10
              
              100,890
              
              -
              
              -
              
              100,900Donated
      rent and services
              
              -
              
              -
              
              -
              
              9,000
              
              -
              
              9,000Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (66,106)
              
              (66,106)Balance,
      April 30, 2007
              
              2,009,000
              
              20
              
              100,890
              
              11,250
              
              (72,168)
              
              39,992Donated
      rent and services
              
              -
              
              -
              
              -
              
              9,000
              
              -
              
              9,000Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (39,063)
              
              (39,063)Balance,
      April 30, 2008
              
              2,009,000
              
              20
              
              100,890
              
              20,250
              
              (111,231)
              
              9,929Donated
      rent and services
              
              -
              
              -
              
              -
              
              9,000
              
              -
              
              9,000Payable
      waived by our president
              
              -
              
              -
              
              -
              
              25,554
              
              -
              
              25.554Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (39,813)
              
              (39,813)Balance,
      April 30, 2009
              
              2,009,000
              $
              20
              $
              100,890
              $
              54,804
              $
              (151,044)
              $
              4,670














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


-21-


Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009





NOTE 1 – NATURE OF
OPERATIONS AND CONTINUANCE OF BUSINESS





The
Company was incorporated in the State of Nevada on January 26, 2006. The Company
is an Exploration Stage Company, as defined by Statement of Financial Accounting
Standard (“SFAS”) No.7, “Accounting and Reporting by Development Stage
Enterprises”. The Company’s principal business is the acquisition and
exploration of mineral properties. The Company has determined its expired
properties contain no mineral reserves that may be economically
recoverable.





These
financial statements have been prepared on a going concern basis, which implies
the Company will continue to realize its assets and discharge its liabilities in
the normal course of business. The Company has never generated revenues since
inception and has never paid any dividends and is unlikely to pay dividends or
generate earnings in the immediate or foreseeable future. The continuation of
the Company as a going concern is dependent upon the continued financial support
from its shareholders, the ability of the Company to obtain necessary equity
financing to continue operations, the Company’s success in acquiring interests
in any properties that it may acquire in the future, and the attainment of
profitable operations. As at April 30, 2009, the Company has never generated any
revenues and has accumulated losses of $151,044 since inception. These factors
raise substantial doubt regarding the Company’s ability to continue as a going
concern. These financial statements do not include any adjustments to the
recoverability and classification of recorded asset amounts and classification
of liabilities that might be necessary should the Company be unable to continue
as a going concern.





The
Company filed an SB-2 Registration Statement (“SB-2”) with the United States
Securities and Exchange Commission to register 2,000,000 shares of common stock
for sale at $0.10 per share to raise cash proceeds of $200,000. The SB-2 was
declared effective on September 11, 2006. On November 16, 2006, the Company
issued 1,009,000 shares of common stock for proceeds of $100,900 pursuant to its
SB-2.





NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Basis of
Presentation





These
financial statements and related notes are presented in accordance with
accounting principles generally accepted in the United States, and are expressed
in U.S. dollars. The Company’s fiscal year-end is April 30.





Use of
Estimates





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





Earnings (Loss) Per
Share





The
Company computes earnings (loss) per share in accordance with SFAS No. 128,
"Earnings per Share". SFAS No. 128 requires presentation of both basic and
diluted earnings per share (“EPS”) on the face of the income statement. Basic
EPS is computed by dividing earnings (loss) available to common shareholders
(numerator) by the weighted average number of shares outstanding (denominator)
during the period. Diluted EPS gives effect to all dilutive potential common
shares outstanding during the period using the treasury stock method and
convertible preferred stock using the if-converted method. In computing diluted
EPS, the average stock price for the period is used in determining the number of
shares assumed to be purchased from the exercise of stock options or warrants.
Diluted EPS excludes all dilutive potential shares if their effect is anti
dilutive.








-22-








Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Comprehensive
Loss





SFAS No.
130, "Reporting Comprehensive Income," establishes standards for the reporting
and display of compprehensive loss and its components in the financial
statements. As at April 30, 2009 and 2008, the Company has no items that
represent a comprehensive loss and, therefore, has not included a schedule of
comprehensive loss in the financial statements.





Cash and Cash
Equivalents





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





Mineral Property
Costs





The
Company has been in the exploration stage since its inception on January 26,
2006 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The
Company assesses the carrying costs for impairment under SFAS No. 144,
“Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.





Long-lived
Assets





In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets”, the carrying value of long-lived assets is reviewed on a
regular basis for the existence of facts or circumstances that may suggest
impairment. The Company recognizes impairment when the sum of the expected
undiscounted future cash flows is less than the carrying amount of the asset.
Impairment losses, if any, are measured as the excess of the carrying amount of
the asset over its estimated fair value.





Financial
Instruments





The fair
values of financial instruments, which include cash and due to related party,
were estimated to approximate their carrying values due to the immediate or
short-term maturity of these financial instruments. The Company’s operations are
in Canada, which results in exposure to market risks from changes in foreign
currency rates. The financial risk is the risk to the Company’s operations that
arise from fluctuations in foreign exchange rates and the degree of volatility
of these rates. Currently, the Company does not use derivative instruments to
reduce its exposure to foreign currency risk.





Income
Taxes





The
Company accounts for income taxes using the asset and liability method in
accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carryforwards. Deferred tax assets and liabilities
are measured using the currently enacted tax rates and laws that will be in
effect when the differences are expected to reverse. The Company records a
valuation allowance to reduce deferred tax assets to the amount that is believed
more likely than not to be realized.








-23-







Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Foreign Currency
Translation





The
Company’s functional and reporting currency is the United States dollar.
Occasional transactions may occur in a foreign currency and management has
adopted SFAS No. 52, “Foreign Currency Translation”. Monetary assets and
liabilities denominated in foreign currencies are translated using the exchange
rate prevailing at the balance sheet date. Non-monetary assets and liabilities
denominated in foreign currencies are translated at rates of exchange in effect
at the date of the transaction. Average monthly rates are used to translate
revenues and expenses. Gains and losses arising on translation or settlement of
foreign currency denominated transactions or balances are included in the
determination of income.





Recently Adopted Accounting
Principles




In
September 2006, the Financial Accounting Standards Board (“FASB”) issued SFAS
No. 157, "Fair Value
Measurements".  SFAS No. 157 defines fair value, establishes a
framework and gives guidance regarding the methods used for measuring fair
value, and expands disclosures about fair value measurements.  In February
2008, the FASB issued FASB Staff Position 157-1, "Application of FASB Statement No.
157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address
Fair Value Measurements for Purposes of Lease Classification or Measurement
under Statement 13" ("FSP 157-1") and FASB Staff Position 157-2, "Effective Date of FASB Statement
No. 157" ("FSP 157-2").  FSP 157-1 amends SFAS No. 157 to remove
certain leasing transactions from its scope.  FSP 157-2 delays the
effective date of SFAS No. 157 for all non-financial assets and non-financial
liabilities, except for items that are recognized or disclosed at fair value in
the financial statements on a recurring basis (at least annually), until fiscal
years beginning after November 15, 2008.  SFAS No. 157 is effective for
financial statements issued for fiscal years beginning after November 15, 2007,
and interim periods within those fiscal years.  The Company adopted SFAS
No. 157 effective January 1, 2008 for all financial assets and liabilities as
required.  The adoption of SFAS No. 157 was not material to the Company's
financial statements or results of operations.





In
February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial
Assets and Financial Liabilities — Including an Amendment of FASB Statement No.
115,” (“SFAS 159”) which is effective for fiscal years beginning after
November 15, 2007. SFAS 159 is an elective standard which permits an entity to
choose to measure many financial instruments and certain other items at fair
value at specified election dates. Subsequent unrealized gains and losses on
items for which the fair value option has been elected will be reported in
earnings. The Company has not elected the fair value option for any assets or
liabilities under SFAS 159.





Recent Accounting
Pronouncements




On
December 4, 2007, the FASB issued SFAS No. 160, Noncontrolling interest in
Consolidated Financial Statements(SFAS No. 160). SFAS No. 160 requires
all entities to report noncontrolling (minority) interests in subsidiaries as
equity in the consolidated financial statements. The statement establishes a
single method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation and expands disclosures in the
consolidated financial statements. SFAS No. 160 is effective for fiscal years
beginning after December 15, 2008 and interim periods within those fiscal years.
We have not yet determined the impact of the adoption of SFAS No. 160 on our
financial statements and footnote disclosures.





In
December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No.
141 (revised 2007), “Business
Combinations” (SFAS No. 141(R)) as amended by FASB staff position
FSP 141(R)-1, “Accounting for
Assets Acquired and Liabilities Assumed in a Business Combination That Arise
from Contingencies.” SFAS No. 141(R) generally requires an entity to
recognize the assets acquired, liabilities assumed, contingencies, and
contingent consideration at their fair value on the acquisition date. In
circumstances where the acquisition-date fair value for a contingency cannot be
determined during the measurement period and it is concluded that it is probable
that an asset or liability exists as of the acquisition date and the amount can
be reasonably estimated, a contingency is recognized as of the acquisition date
based on the estimated amount. It further requires that acquisition-related
costs are recognized separately from the acquisition and expensed as incurred,
restructuring costs generally is expensed in periods subsequent to the
acquisition date, and changes in accounting for deferred tax asset valuation
allowances and acquired income tax uncertainties after the measurement period
impact income tax expense. In addition, acquired in-process research and
development is capitalized as an intangible asset and amortized over its
estimated useful life. SFAS 141(R) is effective for financial statements issued
for fiscal years beginning on or after December 15, 2008.  The
adoption of this statement is not expected to have a material effect on the
Company's future financial position or results of operations.






-24-





Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (continued)





In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative
Instruments and Hedging Activities” (“SFAS 161”). This statement requires
companies to provide enhanced disclosures about (a) how and why they use
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect a company’s financial
position, financial performance, and cash flows. SFAS 161 is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008. The Company is currently evaluating the impact of adopting
SFAS No. 161 on its financial statements.





In April
2008, the FASB issued Staff Position FAS 142-3, “Determination of the Useful Life of
Intangible Assets” (“FSP FAS 142-3”) which amends the factors an entity
should consider in developing renewal or extension assumptions used to determine
the useful life of a recognized intangible asset under FAS No. 142, “Goodwill and Other Intangible
Assets” (“FAS No. 142”).  FSP FAS 142-3 applies to intangible assets
that are acquired individually or with a group of assets and intangible assets
acquired in both business combinations and asset acquisitions.  It removes
a provision under FAS No. 142, requiring an entity to consider whether a
contractual renewal or extension clause can be accomplished without substantial
cost or material modifications of the existing terms and conditions associated
with the asset.  Instead, FSP FAS 142-3 requires that an entity consider
its own experience in renewing similar arrangements.  An entity would
consider market participant assumptions regarding renewal if no such relevant
experience exists.  FSP FAS 142-3 is effective for year ends beginning
after December 15, 2008 with early adoption prohibited.  We have not yet
determined the effect, if any, of the adoption of this statement on our
financial condition or results of operations.





In
June 2008, the FASB issued FSP No. EITF 03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities”
(“FSP EITF 03-6-1”).  FSP EITF 03-6-1 concludes that unvested share-based
payment awards that contain rights to receive non-forfeitable dividends or
dividend equivalents are participating securities, and thus, should be included
in the two-class method of computing earnings per share (“EPS”).  FSP EITF
03-6-1 is effective for fiscal years beginning after December 15, 2008, and
interim periods within those years.  Early application of EITF 03-6-1 is
prohibited.  It also requires that all prior-period EPS data be adjusted
retrospectively.  We have not yet determined the effect, if any, of the
adoption of this statement on our financial condition or results of
operations.





In
April 2009, the FASB issued FSP FAS 157-4, “Determining Fair Value When Volume
and Level of Activity for the Asset or Liability Have Significantly Decreased
and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4
provides guidance on how to determine the fair value of assets and liabilities
when the volume and level of activity for the asset/liability has significantly
decreased. FSP 157-4 also provides guidance on identifying circumstances that
indicate a transaction is not orderly. In addition, FSP 157-4 requires
disclosure in interim and annual periods of the inputs and valuation techniques
used to measure fair value and a discussion of changes in valuation techniques.
We have not yet determined the effect, if any, of the adoption of this statement
on our financial condition or results of operations.





In
April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairment” (FSP 115-2/124-2). FSP 115-2/124-2
amends the requirements for the recognition and measurement of
other-than-temporary impairments for debt securities by modifying the
pre-existing “intent and ability” indicator. Under FSP 115-2/124-2,
another-than-temporary impairment is triggered when there is intent to sell the
security, it is more likely than not that the security will be required to be
sold before recovery, or the security is not expected to recover the entire
amortized cost basis of the security. Additionally, FSP 115-2/124-2 changes the
presentation of another-than-temporary impairment in the income statement for
those impairments involving credit losses. The credit loss component will be
recognized in earnings and the remainder of the impairment will be recorded in
other comprehensive income. The adoption of this statement is not expected to
have a material effect on the Company's financial statements.








-25-







Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Recent Accounting
Pronouncements (continued)





In
April 2009, the FASB issued FSP FAS 107-1 and APB 28-1, “Interim Disclosure about Fair Value of
Financial Instruments” (FSP 107-1/APB 28-1). FSP 107-1/APB 28-1 requires
interim disclosures regarding the fair values of financial instruments that are
within the scope of FAS 107, “Disclosures about the Fair Value of
Financial Instruments.” Additionally, FSP 107-1/APB 28-1 requires
disclosure of the methods and significant assumptions used to estimate the fair
value of financial instruments on an interim basis as well as changes of the
methods and significant assumptions from prior periods. FSP 107-1/APB 28-1 does
not change the accounting treatment for these financial instruments. The
adoption of this statement is not expected to have a material effect on the
Company's financial statements.





NOTE
3 – RELATED PARTY TRANSACTIONS





On
September 1, 2008, our former president assigned the right to collect the debt
owed by the Company for $25,554 to our current president of the Company. On
April 29, 2009, our current president waived the debt owed by the Company for
$25,554 (2008 - $0).  As at April 30, 2009, the Company is indebted to
the current president of the Company in the amount of $0 (2008 – $0), and to the
former president of the Company in the amount of $0, (2008 – 25,554), both
representing cash advances and expenses paid on behalf of the Company. This
amount was non-interest bearing, unsecured and due on demand.





During
the year ended April 30, 2009, the Company recognized $3,000 (2008 - $3,000) for
donated rent and $6,000 (2008 - $6,000) for donated services of which $2,000
(2008 - $0) and $4,000 (2008 - $0) were provided by our current president, and
$1,000 (2008 - $3,000) and $2,000 (2008 - $6,000) by the former president
of the Company, respectively. These amounts were charged to operations and
recorded as donated capital.


NOTE
4 – MINERAL PROPERTIES





In
January 2006, the Company acquired a 100% interest in a mineral claim located in
the Province of British Columbia, Canada for $3,500. The claim was registered in
the name of the former president of the Company, who had executed a trust
agreement whereby out former president agreed to hold the claim in trust on
behalf of the Company. The cost of the mineral property was initially
capitalized. As at April 30, 2009, the Company recognized an impairment loss of
$3,500. During this year, the Management of the Company decided not to ask our
former president to renew the claim on the property when expired on January 30,
2009.as it had determined there were no proven or probable reserves on the
property.





NOTE
5 – COMMON STOCK





On
November 16, 2006, the Company issued 1,009,000 shares of common stock at $0.10
per share for proceeds of $100,900 pursuant to its SB-2.

















-26-







Henix
Resources, Inc.


(An
Exploration Stage Company)


Notes to
Financial Statements


April 30,
2009








NOTE
6 – INCOME TAXES





The
Company has a cumulative net operating loss of approximately $95,000, which
begins expiring in 2027.





The
Company is subject to United States income taxes at a rate of 34%. The
reconciliation of the provision for income taxes at the United States statutory
rate compared to the Company’s income tax expense as reported is as
follows:





Year
      Ended April 30,2009
                                          
                                          
                                          2008Income
      tax recovery at statutory rate
                                          
                                          $
                                          11,000
                                          
                                          
                                          $
                                          13,281Permanent
      differences
                                          
                                          
                                          (3,000
                                          )
                                          
                                          
                                          (3,060
                                          )Valuation
      allowance change
                                          
                                          
                                          (8,000
                                          )
                                          
                                          
                                          (10,221
                                          )Provision
      for income taxes
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -





The
significant components of deferred income tax assets and liabilities as at April
30, 2009 and 2008 are as follows:





April
      30,2009
                                          
                                          
                                          2008Mineral
      property costs
                                          
                                          $
                                          1,190
                                          
                                          
                                          $
                                          1,190Net
      operating losses carried forward
                                          
                                          
                                          37,743
                                          
                                          
                                          
                                          29,743Valuation
      allowance
                                          
                                          
                                          (38,933
                                          )
                                          
                                          
                                          (30,933
                                          )Net
      deferred income tax asset
                                          
                                          $
                                          -
                                          
                                          
                                          $
                                          -


















-27-


ITEM 9.
            CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.




There
have been no disagreements on accounting and financial disclosures from the
inception of our company through the date of this Form 10-K. Our financial
statements for the period from inception to April 30, 2009, included in this
report have been audited by Kempisty and Company, Certified Public Accountants,
P.C.15 Maiden Lane, Suite 1003, New York, New York, 10038 United States of
America, as set forth in this annual report.








ITEM
9A.                  CONTROLS AND
PROCEDURES.





Evaluation of Disclosure Controls
and Procedures




We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. We
conducted an evaluation (the “Evaluation”), under the supervision and with the
participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer
(“CFO”), of the effectiveness of the design and operation of our disclosure
controls and procedures (“Disclosure Controls”) as of the end of the period
covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on
this Evaluation, our CEO and CFO concluded that our Disclosure Controls were
effective as of the end of the period covered by this report.





Changes
in Internal Control




We
have also evaluated our internal control for financial reporting, and there have
been no changes in our internal control or in other factors that could affect
those controls subsequent to the date of their last evaluation.





Limitations on the Effectiveness of
Controls




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




-28-






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





CEO
and CFO Certifications




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





Management’s Report on Internal
Control over Financial Reporting





Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of April 30, 2009 using the
criteria established in Internal Control—Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission
(COSO).




A
material weakness is a deficiency, or combination of deficiencies, in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis. In its
assessment of the effectiveness of internal control over financial reporting as
of April 30, 2009, the Company determined that there were control deficiencies
that constituted material weaknesses, as described below.




1.  We do not employ an Audit Committee – While not being legally
obligated to have an audit committee, it is management’s view that such a
committee, including a financial expert member, is an utmost important entity
level control over the Company’s financial statement. Currently the Board of
Directors acts in the capacity of the Audit Committee, consisting of two
members, one who is not independent of management as he is the sole officer and
the other member lacks sufficient financial expertise for overseeing financial
reporting responsibilities.




2.  Dual
signatures of cheques – we only have one cheque signing authority. Management
feels that the lack of dual signatures on cheques can increase the likelihood of
misappropriation of assets given the fact that there is only one person with
signing authority.




3.  We did
not maintain proper segregation of duties for the preparation of our financial
statements – As of April 30, 2009 the majority of the preparation of financial
statements was carried out by one person. In addition, the Company currently
only has one officer and director having oversight on all transactions. This has
resulted in several deficiencies including:






-29-






a)  Significant,
non-standard journal entries were prepared and approved by the same person,
without being checked or approved by any other personnel within the Company. In
addition, approval of significant transactions was not documented as approved by
the Company’s Board of Directors.




b)  Lack of
control over preparation of financial statements and proper application of
accounting policies.




Accordingly,
the Company concluded that these control deficiencies resulted in a reasonable
possibility that a material misstatement of the annual or interim financial
statements will not be prevented or detected on a timely basis by the company’s
internal controls.




As
a result of the material weaknesses described above, management has concluded
that the Company did not maintain effective internal control over financial
reporting as of April 30, 2009 based on criteria established in Internal
Control—Integrated Framework issued by COSO.




Kempisty
and Company, CPAs, P.C., an independent registered public accounting firm, was
not required to and has not issued a report concerning the effectiveness of our
internal control over financial reporting as of April 30, 2009.




Continuing
Remediation Efforts to address deficiencies in Company’s Internal Control over
Financial Reporting




The
Company is currently engaged in the review, documentation and remediation of its
disclosure controls and procedures. Once the Company is engaged in a business of
merit and has sufficient personnel available, then our Board of Directors, in
particular and in connection with the aforementioned deficiencies, will
establish the following remediation measures:






1.
            Our
      Board of Directors will nominate an audit committee and audit committee
      financial expert.






2.
            We
      will appoint additional personnel to assist with the preparation of the
      Company’s financial statements; which will allow for proper segregation of
      duties, as well as additional manpower for proper
      documentation.






3.
            Our
      Board of Directors will appoint a member of management to act as the
      secondary authorized signatory on the Company’s bank account; to decrease
      the likelihood of misappropriation of the Company’s
  assets.






4.
            We
      will establish policies to ensure that all significant transactions
      resulting in non-standard journal entries are reviewed and approved by the
      Company’s Board of Directors and that approval be documented in the
      Company’s corporate records.







ITEM
      9B.
            OTHER
      INFORMATION





None.


-30-


PART
III








ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT.





Officers and
Directors




Each
of our directors serves until his or her successor is elected and qualified.
Each of our officers is elected by the board of directors to a term of one (1)
year and serves until his or her successor is duly elected and qualified, or
until he or she is removed from office. The board of directors has no
nominating, auditing or compensation committees.




The
name, address, age and position of our sole officer and director is set forth
below:





Name
      and Address
            Age
            Position(s)Yongfu
      Zhu
            41
            president,
      principal executive officer, secretary, treasurer,principal
      financial officer and sole member of the board ofdirectors




Mr.
Zhu will serve until our next annual meeting of the stockholders. The Board of
Directors elects officers and their terms of office are at the discretion of the
Board of Directors.





Background
of Officers and Directors





Yongfu
Zhu, President




On
September 5, 2008, Mr. Yongfu Zhu was appointed president, principal executive
officer, treasurer, principal financial officer, principal accounting officer
and secretary.  Since August 2004, Mr. Zhu has been director,
president and chief executive officer of APEX Pacific International Investments
Limited, a BVI company.  Apex is engaged in the business of
international investments.  Since September 1998, Mr. Zhu has been an
education consultant and instructor for Xinjian Middle School located in
Zhejiang, China.





Conflicts of
Interest





We
believe that Mr. Zhu will be subject to conflicts of interest. The conflicts of
interest arise from Mr. Zhu's unwillingness to devote full time to our
operations. Since we will not acquire any additional properties, Mr. Zhu will
not be competing with us. No policy has been implemented or will be implemented
to address conflicts of interest.




In
the event Mr. Zhu resigns as officer and director, there will be no one to run
our operations and our operations will be suspended or cease
entirely.





-31-


Involvement
in Certain Legal Proceedings




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





Audit
Committee and Charter




We
have a separately-designated audit committee of the board.  Audit
committee functions are performed by our board of directors. None of our
directors are deemed independent. All directors also hold positions as our
officers. The audit committee is responsible for: (1) selection and oversight of
our independent accountant; (2) establishing procedures for the receipt,
retention and treatment of complaints regarding accounting, internal controls
and auditing matters; (3) establishing procedures for the confidential,
anonymous submission by our employees of concerns regarding accounting and
auditing matters; (4) engaging outside advisors; and, (5) funding for the
outside auditory and any outside advisors engagement by the audit
committee.





Audit
Committee Financial Expert




None
of our directors or officers has the qualifications or experience to be
considered a financial expert. We believe the cost related to retaining a
financial expert at this time is prohibitive. Further, because of our limited
operations, we believe the services of a financial expert are not
warranted.






-32-





Code
of Ethics




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





Disclosure
Committee and Charter




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





Section
16(a) of the Securities Exchange Act of 1934




Our
officers and directors are subject to the reporting obligations required by
Section 16(a) of the Securities Exchange Act of 1934.  Neither of our
officers/directors have filed reports required by Section 16(a) of the
Securities Exchange Act of 1934 and are delinquent therein.  Our
officers and directors anticipate filing the reports required by section 16(a)
shortly.








ITEM
11.                   EXECUTIVE
COMPENSATION




The
following table sets forth the compensation paid by us from inception on January
26, 2006 through April 30, 2009. The compensation addresses all compensation
awarded to, earned by, or paid to our named executive officers for the fiscal
year ended April 30, 2009. This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any.





Executive
Officer Compensation Table





Non-
              NonqualifiedEquity
              Deferred
              AllName
              
              
              
              
              
              Incentive
              Compensa-
              Otherand
              
              
              
              Stock
              Option
              Plan
              Tion
              Compen-Principal
              
              Salary
              Bonus
              Awards
              Awards
              Compensation
              Earnings
              sation
              TotalPosition
              Year
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)
              (i)
              (j)Yongfu
      Zhu
              2009
              0
              0
              0
              0
              0
              0
              0
              0President
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              0James
      Shao
              2009
              0
              0
              0
              0
              0
              0
              0
              0(resigned)
              2008
              0
              0
              0
              0
              0
              0
              0
              02007
              0
              0
              0
              0
              0
              0
              0
              0






-33-





Compensation
of Directors




The
members of our board of directors are not compensated for their services as
directors. The board has not implemented a plan to award options to any
directors. There are no contractual arrangements with any member of the board of
directors. We have no director's service contracts.





Director’s
Compensation Table


FeesEarned
              
              
              
              Nonqualifiedor
              
              
              Non-Equity
              DeferredPaid
      in
              Stock
              Option
              Incentive
      Plan
              Compensation
              All
      OtherCash
              Awards
              Awards
              Compensation
              Earnings
              Compensation
              TotalName
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)
              (US$)(a)
              (b)
              (c)
              (d)
              (e)
              (f)
              (g)
              (h)Yongfu
      Zhu
              0
              0
              0
              0
              0
              0
              0James
      Shao (resigned)
              0
              0
              0
              0
              0
              0
              0Wuyi
      Wu (resigned)
              0
              0
              0
              0
              0
              0
              0







Option/SAR
Grants




There
are no stock option, retirement, pension, or profit sharing plans for the
benefit of our officers and directors.





Long-Term
Incentive Plan Awards




We
do not have any long-term incentive plans.





Indemnification




Under
our Articles of Incorporation and Bylaws of the corporation, we may indemnify an
officer or director who is made a party to any proceeding, including a law suit,
because of his position, if he acted in good faith and in a manner he reasonably
believed to be in our best interest.  We may advance expenses incurred
in defending a proceeding.  To the extent that the officer or director
is successful on the merits in a proceeding as to which he is to be indemnified,
we must indemnify him against all expenses incurred, including attorney's fees.
With respect to a derivative action, indemnity may be made only for expenses
actually and reasonably incurred in defending the proceeding, and if the officer
or director is judged liable, only by a court order. The indemnification is
intended to be to the fullest extent permitted by the laws of the State of
Nevada.




Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.






-34-







ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT




The
following table sets forth, as of the date of this report, 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. The table also reflects what their ownership will be
assuming completion of the sale of all shares in our public offering. The
stockholder listed below has direct ownership of his shares and possesses sole
voting and dispositive power with respect to the shares.





Direct
      Amount of
            PercentName
      of Beneficial Owner
            Beneficial
      Owner
            of
      ClassYongfu
      Zhu
            1,090,000
            52.15%#41
      Huancheng RoadXinjian
      TownshipJinyun
      County, Zhejiang, RPCAll
      officers and directors as
            1,090,000
            52.15%a
      group (1 Individual)


Future Sales by Existing
Stockholders




A
total of 1,000,000 shares of common stock were issued to our former officers and
directors in January 2006, which was subsequently sold to Mr. Zhu, Yongfu, our
president and director in September 2008. The 1,000,000 shares are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Rule 144 provides that a person may
not sell more than 1% of the total outstanding shares in any three month period
and the sales must be sold either in a broker s transaction or in a transaction
directly with a market maker.




Shares
purchased in this offering, which will be immediately resalable, and sales of
all of our other shares after applicable restrictions expire, could have a
depressive effect on the market price, if any, of our common stock and the
shares we are offering.




A
total of 1,090,000 shares of our stock are currently owned by our officer and
director. They will likely sell a portion of their stock if the market price
goes above $0.10. If they do sell their stock into the market, the sales may
cause the market price of the stock to drop.




Because
our officers and directors will control us after the offering, regardless of the
number of shares sold, your ability to cause a change in the course of our
operations is eliminated. As such, the value attributable to the right to vote
is gone. This could result in a reduction in value to the shares you own because
of the ineffective voting power.








-35-


ITEM
13.                   CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS




In
January 2006, we issued a total of 1,000,000 shares of restricted common stock
to our former officers and directors. This was accounted for as an acquisition
of shares of common stock in the amount of $10.00.




Our
former president also caused the property, comprised of 20 claims, to be staked
at a cost of $3,500. The claims were staked by James McLeod for the $3,500. The
terms of the transaction with Mr. McLeod were at arm length and Mr. McLeod was
not an affiliate. The claims were expired on January 30, 2009 and were not
renewed due to the less than ideal exploration results. We intend to find and
acquire other mineral properties to explore for gold.




Mr.
Zhu is our only promoter. He has not received or will not receive anything of
value from us, directly or indirectly in his capacity as promoter.








ITEM
14.                   PRINCIPAL
ACCOUNTING FEES AND SERVICES





(1)
Audit Fees




The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Qs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:





2009
              $
      0
              
              
              Manning
      Elliott LLP2008
              $
      9,608
              
              
              Manning
      Elliott LLP2009
              $
      8,000
              
              
              Kempisty
      & Company CPA, P.C.2008
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.





(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 our financial statements and are not
reported in the preceding paragraph:





2009
              $
      0
              
              
              Manning
      Elliott LLP2008
              $
      0
              
              
              Manning
      Elliott LLP2009
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.2008
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.








-36-


(3)
Tax Fees




The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:





2009
              $
      0
              
              
              Manning
      Elliott LLP2008
              $
      0
              
              
              Manning
      Elliott LLP2009
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.2008
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.





(4)
All Other Fees




The
aggregate fees billed in each of the last tow fiscal yeas for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2009
              $
      0
              
              
              Manning
      Elliott LLP2008
              $
      0
              
              
              Manning
      Elliott LLP2009
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.2008
              $
      0
              
              
              Kempisty
      & Company CPA, P.C.





(5)
Our audit committee’s pre-approval policies and procedures described in
paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee
pre-approve all accounting related activities prior to the performance of any
services by any accountant or auditor.




(6)
The percentage of hours expended on the principal accountant’s engagement to
audit our financial statements for the most recent fiscal year that were
attributed to work performed by persons other than the principal accountant’s
full time, permanent employees was 0%.














-37-






ITEM 15.
            EXHIBITS, FINANCIAL STATEMENT
      SCHEDULES.





Incorporated
      by referenceExhibit
              Document
      Description
              Form
              Date
              Number
              Filed
      herewith3.1
              Articles
      of Incorporation.
              SB-2
              08-17-06
              3.13.2
              Bylaws.
              SB-2
              08-17-06
              3.24.1
              Specimen
      Stock Certificate.
              SB-2
              08-17-06
              4.110.1
              Declaration
      of Trust from James Shao to Henix Resources Inc.
              SB-2
              08-17-06
              10.114.1
              Code
      of Ethics.
              10-KSB
              07-30-07
              14.131.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      15d-15(e), promulgated under the Securities and Exchange Act of 1934, as
      amended.
              
              
              
              X32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief  Financial Officer).
              
              
              
              X99.1
              Audit
      Committee Charter.
              10-KSB
              07-30-07
              99.199.2
              Disclosure
      Committee Charter.
              10-KSB
              07-30-07
              99.2





-38-





SIGNATURES





Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that
it has reasonable grounds to believe that it meets all of the requirements for
filing of this Form 10-K and has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized, in Vancouver, British
Columbia on this 29th day of July,
2009.





HENIX
      RESOURCES INC.BY:
              YONGFU
      ZHUYongfu
      Zhu, President, Principal Executive Officer, Secretary/Treasurer,
      Principal Financial Officer, and Principal Accounting Officer and a member
      of the Board of Directors




Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following person on behalf of the Registrant and in the
capacities.





Signature
            Title
            DateYONGFU
      ZHU
            President,
      Principal Executive Officer,
            July
      29, 2009Yongfu
      Zhu
            Secretary/Treasurer,
      Principal FinancialOfficer,
      and Principal Accounting Officer andsole
      member of the Board of Directors





















































-39-


EXHIBIT
INDEX





Incorporated
      by referenceExhibit
              Document
      Description
              Form
              Date
              Number
              Filed
      herewith3.1
              Articles
      of Incorporation.
              SB-2
              08-17-06
              3.13.2
              Bylaws.
              SB-2
              08-17-06
              3.24.1
              Specimen
      Stock Certificate.
              SB-2
              08-17-06
              4.110.1
              Declaration
      of Trust from James Shao to Henix Resources Inc.
              SB-2
              08-17-06
              10.114.1
              Code
      of Ethics.
              10-KSB
              07-30-07
              14.131.1
              Certification
      of Principal Executive Officer and Principal Financial Officer pursuant to
      15d-15(e), promulgated under the Securities and Exchange Act of 1934, as
      amended.
              
              
              
              X32.1
              Certification
      pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
      the Sarbanes-Oxley Act of 2002 (Chief Executive Office and
      Chief  Financial Officer).
              
              
              
              X99.1
              Audit
      Committee Charter.
              10-KSB
              07-30-07
              99.199.2
              Disclosure
      Committee Charter.
              10-KSB
              07-30-07
              99.2
















-40-