**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-KSB**





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


For
                the
                fiscal year ended October 31, 2007





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


For
                the
                transaction period from toCommission
                File
                Number333-140170





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





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





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





Issuer’s
                telephone number1-250-754-1811





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





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





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





None


(Title
      of
      Class)





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





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





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





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





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





As
      at
      October 31, 2007, the aggregate market value of the voting stock held by
      nonaffiliates is undeterminable and is considered to be 0.






-1-







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





Not
      applicable





**(APPLICABLE
      ONLY TO CORPORATE COMPANYS)**





As
      of November 30, 2007, Mackenzie has 3,777,000 shares of common stock issued
      and outstanding.





**DOCUMENTS
      INCORPORATED BY REFERENCE**





Exhibits
      incorporated by reference are referred under Part IV.








-2-










**TABLE
      OF CONTENTS**


PART
      1  Page





ITEM
                1.
            DESCRIPTION
                OF BUSINESS
            4ITEM
                2.
            DESCRIPTION
                OF PROPERTY
            7ITEM
                3.
            LEGAL
                PROCEEDINGS
            13ITEM
                4.
            SUBMISSION
                OF MATTERS TO VOTE OF SECURITIES HOLDERS
            13PART
                IIITEM
                5.
            MARKET
                FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
            13ITEM
                6.
            MANAGEMENT’S
                DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
            13ITEM
                7.
            FINANCIAL
                STATEMENTS
            17ITEM
                8.
            CHANGES
                IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
                DISCLOSURE
            17ITEM
                8A
            CONTROLS
                AND PROCEDURES
            18PART
                IIIITEM
                9.
            DIRECTORS,
                EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS, COMPLIANCE WITH
                SECTION 16 (a) OF THE EXCHANGE ACT
            18ITEM
                10.
            EXECUTIVE
                COMPENSATION
            21ITEM
                11.
            SECURITY
                OWNERSHIP OF CERTAIN BENEFICAL OWNERS AND MANAGEMENT AND RELATED
                STOCKHOLDERS MATTERS
            22ITEM
                12.
            CERTAIN
                RELATIONSHIPS AND RELATED TRANSACTIONS
            23PART
                IVITEM
                13.
            EXHIBITS
                AND REPORTS ON FORM 8-K
            24ITEM
                14
            PRINCIPAL
                ACCOUNTANTS FEES AND SERVICES
            25SIGNATURES
            26











-3-





**PART
      1**




**ITEM
      1. DESCRIPTION OF BUSINESS**




**History
      and Organization**





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




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




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




There
      is
      substantial doubt that we can continue as an ongoing business for the next
      twelve months and we will have to suspend or cease operations within the next
      twelve months unless we raise sufficient money to cover all our expected
      expenses; estimated to be $62,628.




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




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




There
      is
      currently no public trading market for the shares being offered.




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





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








-4-





**Planned
      Business**





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





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





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




**RISK
      FACTORS**




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




**Risks
      associated with MACKENZIE TAYLOR MINERALS INC.**




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




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




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




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




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




We
      were
      incorporated on January 23, 2006 and we have not started our proposed business
      operations or realized any revenues. We have no operating history upon which
      an
      evaluation of our future success or failure can be made. Our deficit accumulated
      since inception to October 31, 2007 is $xxxxx. To achieve and maintain
      profitability and positive cash flow we are dependent upon:




- 
      our ability to locate a profitable mineral property


- 
      our ability to generate revenues


- 
      our ability to reduce exploration costs




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






-5-







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




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




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




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




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




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




***8. 
      Because our officers and directors have other outside business activities and
      each will only be devoting 10% of their time or four hours per week, to our
      operations, our operations may be sporadic which may result in periodic
      interruptions or suspensions of exploration.***




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




***9.
      If our officers and directors resign or die without having found replacements,
      our operations will be suspended or cease. If that should occur, our
      shareholders may lose their investment.***




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




***10.
      Because there is no public trading market for our common stock, our shareholders
      may not be able to resell their stock and, as a result, their investment is
      illiquid.***




There
      is
      currently no public trading market for our common stock. Therefore, there is
      no
      central place, such as stock exchange or electronic trading system, to resell
      your shares. If you do want to resell your shares, you will have to locate
      a
      buyer and negotiate your own sale, of which there is no assurance. As a result,
      your investment is illiquid.






-6-




***11.
      FINRA sales practice requirements may limit a stockholder's ability to buy
      and
      sell our stock.***




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




**Foreign
      Currency and Exchange Rates**




Our
      mineral property is located in British Columbia, Canada and costs expressed
      in
      the geological report on our mineral property are expressed in Canadian Dollars.
      For purposes of consistency and to express United States Dollars throughout
      this
      Form 10K-SB, Canadian Dollars have been converted into United States currency
      at
      the rate of US $0.95 being approximately equal to Cdn $1.00 or Cdn. $0.95 being
      approximately equal US $1.00 as at the balance sheet. During the year the
      conversion was taken at the date of the transaction which varied monthly.




**ITEM
      2. DESCRIPTION OF PROPERTY**


**General**




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




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




We
      maintain our statutory registered agent's office at 2470 St. Rose Parkway,
      Suite
      304, Henderson, Nevada, 89075 and our business office is located at 228
      26 th Avenue
      S.W., Suite 904, Calgary, Alberta, Canada, T2S 3C6. Our telephone number is
      (403) 819-8790 and our fax number is (604) 688-2921


.


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




**Background**




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






-7-




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




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




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




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




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




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




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




**Claims**




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






-8-




**Tenure**
              525990
            **Claim
                Name**
              Gold
                Charm Two
            **Date
                of Recording**
              Jan.
                21, 2006
            **Date
                of Expiration**
              December
                2, 2007




We
      have
      done sufficient work on our claim during the current year, when once filed
      with
      the Ministry of Energy and Mines, to maintain the claim in good standing for
      several years.




**Location
      and Access**




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




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




**Property
      Geology**




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




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




**History
      of Previous Work**




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




**Supplies**




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






-9-




**Other**




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




**Our
      Proposed Exploration Program**




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




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




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




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




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




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




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






-10-




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




The
      property is undeveloped raw land.




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




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




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




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




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




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




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




**Competitive
      Factors**




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




**Regulations**




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




●
            
            locating
                claims●
            
            recording
                claims●
            
            working
                claims●
            
            reporting
                work performed






-11-






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




**Environmental
      Law**




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




1.
            
            Health
                and Safety2.
            
            Archaeological
                Sites3.
            
            Exploration
                Access




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




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




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




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




**Subcontractors**




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




**Employees
      and Employment Agreements**




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






-12-




**Investment
      Policies**





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




**ITEM
      3. LEGAL PROCEEDINGS**




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




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




During
      the current year, no matters were brought before the securities holders for
      voted thereon.




**ITEM
      5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS**




To
      date
      we have not held an Annual General Meeting of our Stockholders but do intend
      to
      do so within the near future. We are not yet a public trading company but our
      intention is to seek a quotation on the OTCBB.




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




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




**Plan
      of Operation**




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




Our
      auditors have issued a going concern opinion. This means that there is
      substantial doubt that we can continue as an on-going business for the next
      twelve months unless we obtain additional capital to pay our bills. This is
      because we have not generated any revenues and no revenues are anticipated
      until
      we begin removing and selling minerals. There is no assurance we will ever
      reach
      this point. Accordingly, we must raise cash from sources other than the sale
      of
      minerals found on the property. Our only other source for cash at this time
      is
      investments by others. We must raise cash to implement our project and stay
      in
      business. Our directors have advanced funds to us in the amount of $59,592
      as at
      October 31, 2007.






-13-




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




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




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




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




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




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




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




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




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




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






-14-







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




**Liquidity
      and Capital Resources**




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




We
      have
      discussed this matter with our officers and directors and our directors have
      agreed to advance funds as needed until the public offering is completed or
      failed. They have advanced $59,592 to date. At the present time, we have not
      made any arrangements to raise additional cash. If we need additional cash
      and
      cannot raise it we will either have to suspend operations until we do raise
      the
      cash, or cease operations entirely.




We
      acquired one property comprising approximately 183.6 hectares. Title to the
      property is recorded in our name. We have started a small exploration program
      which has cost us approximately $10,000.




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




As
      of
      October 31, 2007, our total assets were $11,080 consisting of cash of $9,580
      and
      prepaid expenses of $1,500 and our total liabilities were $70,245 of which
      $59,592 is owed to our directors.




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





**Expenditure**
            
            **Amount**Accounting
                and audit
            i
            $
                10,660Bank
                charges
            
            230Consulting
                fees
            ii
            16,000Edgar
                filings
            iii
            1,125Exploration
                and filing fees
            iv
            10,500Filing
                fees and franchise taxes
            v
            275Legal
            vi
            2,500Management
                fees
            vii
            36,000Office
            viii
            1,180Rent
            ix
            3,600Telephone
            x
            337Transfer

                agent's fees
            xi
            2,000Total
                expenses
            
            $84,407





i.
            Mackenzie
                spent $5,250 for internal accounting services to prepare working
                papers
                for submission to the independent accountants. The fees paid to the
                independent accountants were $5,260 for the review of the quarterly
                financial statements and the examination of the year end financial
                statements.






-15-





ii.  Consulting
      fees of $16,000 have been paid for certain consulting work undertaken by an
      independent consultant on behalf of the company in preparing and filing the
      effective registration statement.





iii  Mackenzie
      has incurred certain expenses during the year for filing its various Forms
      10-QSB and 10-KSB with the SEC. In addition, the Company filed a Form SB-2
      and
      424 (b) (i) during the year.




iv.  Early
      in
      the fiscal year, Mackenzie paid an independent consultant to transfer the
      mineral claims to the name of its wholly-owned subsidiary and in the late summer
      paid an independent consultant $10,000 to under take exploration work on the
      Gold Charm Two claims. This expenditure will maintained the claim in good
      standing for several years.





v.  Mackenzie
      has paid annual filing fees to the Secretary of State for Nevada.





vi.  A
      legal
      opinion was obtained from an attorney relating to the shares to be issued by
      Mackenzie under its registration statement. This legal opinion is an attachment
      to the registration statement under Exhibit 5.





vii.  Mackenzie
      pays each month its President $2,000 and its Secretary Treasurer $1,000 for
      services rendered to it.





viii.  Office
      expenses of $1,309 were mainly courier, faxing and photocopying.





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





x.  Represents
      charges by Mackenzie’s President for certain telephone expense he
      incurred.





xi.  During
      the year, Mackenzie issued share certificates via its transfer agent and paid
      its annual fee to them.





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





Expenditures
            
            RequirementsForTwelveMonths
            CurrentAccounts
              Payable
            RequiredFunds
                for
              TwelveMonthsAccounting
                and audit
            1
            $
                9,250
            $
                10,275
            $
                19,525Bank
                charges
            
            200
            -
            200Edgar
                filing fees
            2
            1,150
            -
            1,150Filing
                fees
            3
            275
            -
            275Management
                fees
            4
            36,000
            -
            36,000Office
            5
            1,000
            378
            1,378Rent
            6
            3,600
            -
            3,600Transfer
                agent's fees
            7
            500
            -
            500Estimated
                expenses
            
            $51,975
            $10,653
            $62,628






-16-






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





Filings
            Accountant
            Auditors
            TotalForm
                10-QSB - Jan. 31, 2008
            $
                1,250
            $
                500
            $
                1,750Form
                10-QSB - April 30, 2008
            1,250
            500
            1,750Form
                10-QSB - July 31, 2008
            1,250
            500
            1,750Form
                10-KSB - Oct, 31, 2008
            1,500
            2,500
            4,000$5,250
            $4,000
            $9,250





2.
      Edgar
      filing fees comprise the cost of filing the various Forms 10-KSB and 10-QSB
      on
      Edgar. It is estimated the cost for each of the Form 10-QSBs will be $250 and
      the cost of filing the 10-KSB will be $400.




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





4.  Mackenzie
      pays is two officers and directors a total of $3,000 per month for their time
      which they undertake on behalf of the Company.





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





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





7.
      Each
      year Mackenzie is charged a fee of $500 by its transfer agent to act on its
      behalf.




**ITEM
      7. FINANCIAL STATEMENTS**




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




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




During
      the fiscal year ended October 31, 2007 and through the subsequent period to,
      to
      the best of Mackenzie's knowledge, there have been no disagreements with Madsen
      & Associates, CPA's Inc. on any matters of accounting principles or
      practices, financial statement disclosure, or audit scope procedures, which
      disagreement if not resolved to the satisfaction of Madsen & Associates,
      CPA's Inc. would have caused them to make a reference in connection with its
      report on the financial statements for the year.








-17-







**ITEM
      8A - CONTROLS AND PROCEDURES**


(a)  Evaluation
      of Disclosure Controls and Procedures





Mackenzie’s
      Chief Executive Officer and it Chief Financial Officer, after evaluating the
      effectiveness of Mackenzie’s controls and procedures (as defined in the
      Securities Exchange Act of 1934 Rules 13a 14(c) and 15d 14 (c) as of the date
      within 90 days of the filing of this annual report on Form 10-KSB (the
“Evaluation Date”), have concluded that as of the Evaluation Date, Mackenzie’s
      disclosure controls and procedures were adequate and effective to ensure that
      material information relating to it would be made known to it by others,
      particularly during the period in which this annual report on Form 10-KSB was
      being prepared.





(b)  Changes
      in Internal Controls





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








**PART
      111**




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




The
      following table sets forth as of October 31, 2007, the name, age, and position
      of each executive officers and director and the term of office of each director
      of Mackenzie.


Name
            Age
            Position
                Held
            Term
                as Director
              SinceTerry
                Stimpson
            57
            President
                and Director
            2006Kendall
                O’ Leary
            45
            Secretary
                Treasurer
            2006





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




**Background
      of Officers and Directors**




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






-18-





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





**Board
      of Directors Audit Committee**




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




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





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




**Conflict
      of Interest**




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




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




**Significant
      Employees**




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




**Family
      Relationships**




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






-19-





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





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





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





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





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





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





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





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





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





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








**Compliance
      with Section 16 (a) of the Exchange Act**





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






-20-


As
      at
      October 31, 2007, none of the directors and officers had filed any reports
      required pursuant to Section 16 (a).





**ITEM
      10. EXECUTIVE COMPENSATION**




**Cash
      Compensation**





Mackenzie
      compensates it President at $2,000 per month and its Secretary Treasurer at
      $1,000.





We
      have
      paid the following in executive since inception:





**Summary
      Compensation Table**


Long
      Term
      Compensation


**** Annual
      Compensation    Awards    Payouts


(a)
            (b)
            (c)
            (e)
            (f)
            (g)
            (h)
            (i)Name
                andPrincipalposition
            Year
            Salary
            Otherannual
              Comp.($)
            Restrictedstock
              awards($)
            Options/SAR(#)
            LTIPpayouts($)
            All
                other
              compensation($)Terry
                Stimpson
              Chief
                Executive
              Officer,
                Presidentand
                Director
            2006
              2007
            -0-
              -0-
            2,000
              24,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-Kendall
                O’Leary
              Chief
                Financial Officer,
              Chief
                Accounting Officer, Secretary Treasurerand
                Director
            2006
              2007
            -0-
              -0-
            1,000
              12,000
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-
            -0-
              -0-




**Compensation
      of Directors**




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





Our
      President receives, monthly, the sum of $2,000 in management fees management
      fees. Our Secretary Treasurer receives $1000 per month in management fees of
      $1,000 and an allowance of $300 (for providing an office for
      Mackenzie).





**Bonuses
      and Deferred Compensation**





None





**Compensation
      Pursuant to Plans**





None






-21-





**Pension
      Table**





None








**Other
      Compensation**





None





**Termination
      of Employment**





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




**ITEM
      11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**




The
      following table sets forth as of October 31, 2007, the total number of shares
      owned beneficially by each of our directors, officers and key employees,
      individually and as a group, and the present owners of 5% or more of our total
      outstanding shares of 3,777,000. The stockholders listed below have direct
      ownership of their shares and possess sole voting and dispositive powers with
      respect to their shares. ****




**Title
                of Class**
            **Name
                and Address of Beneficial Owner****[1****]**
            **Amount
                and Nature of Beneficial Ownership**
            **Percent
                of Class**
              **on
                the Date of this Prospectus**Common
            Terry
                Stimpson
              5651
                Quentin Street
              Calgary,
                Alberta,Canada
                T2T 6J1
            2,000,000
            52.9%Common
            Kendall
                O’Leary
              228
                26thAvenue S.W.
              Calgary,
                Alberta,Canada
                T2S 3C6
            1,000,000
            26.5%Common
            Directors
                andOfficers
                as aGroup
            3,000,000
            79.4%


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





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






-22-





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





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




**ITEM
      12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**




**Transactions
      with Management and Others**





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





**Indebtedness
      of Management**





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





**Transactions
      with Promoters**





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








-23-







**PART
      IV**




**ITEM
      13. EXHIBITS AND REPORTS ON FORM 8-K**


(a)
      (1)   **Financial
      Statements.**





The
      following financial statements are included in this report:





Title
                of Document
            PageReport
                of Madsen & Associates, CPA’s Inc.
            30Balance
                Sheet as at October 31, 2007 and 2006
            31Statement
                of Operations for the years ended October 31, 2007 and 2006 and for
                the
                period from January 23, 2006 (Date of Inception) to October 31,
                2007
            32Statement
                in Changes in Stockholders’ Equity for the period from January 23, 2006
                (Date of Inception) to October 31, 2007
            33Statement
                of Cash Flows for the years ended October 31, 2007 and 2006 and for
                the
                period from January 23, 2006 (Date of Inception) to October 31,
                2007
            34Notes
                to the Financial Statements
            35





(a)
      (2) **Financial
      Statement Schedules**





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





None.





(a)
      (3) **Exhibits**





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





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





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





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





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





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





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





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





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






-24-





(b)  Reports
      on Form 8-K





None
      during the current year.







**ITEM
      14. PRINCIPAL ACCOUNTANT FEES AND SERVICES**


(1)  Audit
      Fees





The
      aggregate fees billed by the independent accountants for the last two fiscal
      years for professional services for the audit of Mackenzie’s annual financial
      statements and the review included in Mackenzie’s Form 10-QSB and services that
      are normally provided by the accountants in connection with statutory and
      regulatory filings or engagements for those fiscal years were
      $7,760.





(2)  Audit-Related
      Fees





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





(3)  Tax
      Fees





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





(4)  All
      Other Fees





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





(5)  Audit
      Committee’s Pre-approval Policies





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





(6)  Audit
      hours incurred





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








-25-







**SIGNATURES**




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





**MACKENZIE
      TAYLOR MINERALS INC.**


(Registrant)





By:
      TERRY STIMPSON


Terry
      Stimpson


Chief
      Executive Officer,


President
      and Director





November 27,
      2007





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





By:
      TERRY STIMPSON


Terry
      Stimpson


Chief
      Executive Officer,


President
      and Director





November 27,
      2007





By:
      KENDALL O’LEARY


Kendall
      O’Leary


Chief
      Accounting Officer,


Chief
      Financial Officer and Director





November 27,
      2007








-26-







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





Board
      of
      Directors


Mackenzie
      Taylor Minerals Inc. and Subsidiary


Calgary,
      Alberta, Canada





**REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM**





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





We
      conducted our 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. An audit includes assessing the
      accounting principles used and significant estimates made by management as
      well
      as evaluating the overall balance sheet presentation. We believe that our audit
      provides a reasonable basis for our opinion.





In
      our
      opinion, the financial statements referred to above present fairly, in all
      material respects, the financial position of Mackenzie Taylor Minerals Inc.
      and
      Subsidiary at October 31, 2007 and 2006, and the results of operations, and
      cash
      flows for the years ended October 31, 2007 and the period from January 23,
      2006
      (date of inception) to October 31, 2006 and the period January 23, 2006 (date
      of
      inception) to October 31, 2007, in conformity with accounting principles
      generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. The Company will need additional working
      capital to service its debt and for its planned activity, which raises
      substantial doubt about its ability to continue as a going concern. Management's
      plans in regard to these matters are described in the notes to the financial
      statements. These financial statements do not include any adjustments that
      might
      result from the outcome of this uncertainty.








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


November
      21, 2007








-27-







**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**Consolidated
      Balance Sheets**








**October
                31,****2007**
            **October
                31,****2006****Assets**Cash
            **$
                9,580**
            **$
                27,931**Prepaid
                expenses
            **1,500**
            ******-**Total
                assets
            **$****11,080**
            **$****27,931****Liabilities
                and Shareholders’ Deficiency**Liabilities:Accounts
                payable and accrued liabilities
            **$
                10,653**
            **$
                3,784**Indebtedness
                to related parties (Note 4)
            **59,592**
            **37,755**Total
                liabilities
            **70,245**
            **41,539**********Shareholders’
                deficiency200,000,000
                common shares authorized, at $0.001 par value
              3,777,000
                shares issued and outstanding (October 31, 2006-
                3,000,000 shares issued and outstanding)
            **3,777**
            **3,000**Capital
                in excess of par value
            **38,073**
            **-**Deficit
                accumulated during the pre-exploration stage
            **(101,015)**
            ******(16,608****)**Total
                Shareholders’ Deficiency
            **(59,165)**
            ******(13,608)****$****11,080**
            **$****27,931**










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








-28-







**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**Consolidated
      Statement of Operations**


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





**October
                31,****2007**
            **October
                31,****2006**
            **January
                23, 2006**
              **to
                October 31,****2007****REVENUES**
            **$****-**
            **$****-**
            **$****-****EXPENSES**Exploration
                costs
            **10,500**
            **8,182**
            **18,682**Administrative
            **73,907**
            **8,426**
            **82,333****NET
                LOSS FROM OPERATIONS**
            **$
                (****84,407)**
            **$****(16,608)**
            **$
                (****101,015)****NET
                LOSS PER COMMON SHARE**Basic
                and diluted
            **$****(0.03)**
            **$****(0.01)****AVERAGE
                OUTSTANDING SHARES**Basic
            **3,236,293**
            **2,301,370**





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








-29-







**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


**(Pre-Exploration
      Stage Company)**


**CONSOLIDATED
      STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY**


**Period**  **January
      23, 2006 (date of inception) to October 31, 2007**





CommonShares
            StockAmount
            Capital
                inExcess
                of
              Par
                Value
            Accumulated
              Deficit**Balance
                January 23, 2006**
            -
            $
                -
            $
                -
            $
                -Issuance
                of common shares for cash at $.001
            3,000,000
            3,000
            -
            -Net
                operating loss for the nine monthsEnded
                October 31, 2006
            -
            -
            -
            (16,608)Issuance
                of common shares for cash at $0.05
            777,000
            777
            38,073
            -Net
                operating loss for the year endedOctober
                31, 2007
            -
            -
            -
            (84,407)**Balance
                as at October 31, 2007**
            ******3,777,000******
            **$****3,777**
            **$****38,073**
            **$****(101,015)**





The
      accompanying notes are an integral part of these financial
      statements








-30-










**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**Consolidated
      Statement of Cash Flows**


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





**October
                31,****2007**
            **October
                31,****2006**
            **January
                23, 2006****(date
                of inception)**
              **to
                October****31**,**2007****CASH
                FLOWS FROM****OPERATING
                ACTIVITIES:**Net
                loss
            **$
                (84,407)**
            **$(16,608)**
            **$
                (101,015)**Adjustments
                to reconcile net loss tonet
                cash provided byoperating
                activities:Increase
                in Prepaid expenses
            **(1,500)**
            **-**
            **(1,500)**Changes
                in accounts payable
            **6,869**
            **3,784**
            **10,653**Net
                Cash Provided (Used) in Operations
            **(79,038)**
            **(12,824)**
            **(91,862)****CASH
                FLOWS FROM****INVESTING
                ACTIVITIES:**
            
            **-**
            **-****CASH
                FLOWS FROM FINANCING****ACTIVITIES**Proceeds
                from loan from relatedparty
            **21,837**
            **37,755**
            **59,592**Proceeds
                from issuance ofcommon
                stock
            **38,850**
            **3,000**
            **41,850****60,687**
            **40,755**
            **101,442**Net
                Increase (Decrease) in Cash
            **(18,351)**
            **27,931**
            **9,580**Cash
                at Beginning of Year
            **27,931**
            **-**
            **-********CASH
                AT END OF YEAR**
            **$****9,580**
            **$****27,931**
            **$****9,580**











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








-31-











**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


October
      31, 2007




**1.**  **ORGANIZATION**





The
      Company, Mackenzie Taylor Minerals Inc. was incorporated under the laws of
      the
      State of Nevada on January 23, 2006 with the authorized capital stock of
      200,000,000 shares at $0.001 par value. The Company organized its wholly owned
      subsidiary, Golden Charm Minerals Ltd., which was incorporated in British
      Columbia on May 30, 2006.





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




**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES**





Accounting
      Methods





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





Dividend
      Policy





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





Basic
                and Diluted Net Income (loss) Per
                Share





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





Principles
      of Consolidation





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










-32-














**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


October
      31, 2007





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Evaluation
      of Long-Lived Assets





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





Income
      Taxes




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





On
      October 31, 2007, the Company had a net operating loss carry forward of $101,015
      for income tax purposes. The tax benefit of approximately $30,300 from the
      loss
      carry forward has been fully offset by a valuation reserve because the future
      tax benefit is undeterminable since the Company is unable to establish a
      predictable projection of operating profits for future years. The losses will
      expire in 2028.





Foreign
      Currency Translations





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





Revenue
      Recognition





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





Advertising
      and Market Development





The
      company expenses advertising and market development costs as
      incurred.





Financial
      Instruments





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











-33-







**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


October
      31, 2007





**2.**  **SUMMARY
      OF SIGNIFICANT ACCOUNTING POLICIES - Continued**





Estimates
      and Assumptions





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


Statement
                of Cash Flows





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





Unproven
      Mining Claim Costs





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





Environmental
                Requirements





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





Recent
      Accounting Pronouncements





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





Restatement
      of Prior Year’s Figures





The
      prior
      year’s figures have been restated to conform with the current year’s financial
      statement presentation.




**3.**  **AQUISITION
      OF MINERAL CLAIM**





The
                Company acquired three mineral claims, known as the Gold Charms Two,
                situated in British Columbia, with an expiration date of December
                2, 2007.
                The claims may be extended yearly by the payment of $184 Cdn (US
                $167) or
                the completion of work on the property of $184 Cdn. ($167) plus a
                filing
                fee. On the date of this report the Company had not established the
                existence of a commercially minable ore deposit on the claims.








-34-





**MACKENZIE
      TAYLOR MINERALS INC. AND SUBSIDIARY**


(A
      Pre-exploration Stage Company)


**NOTES
      TO FINANCIAL STATEMENTS**


October
      31, 2007




**4.**  **SIGNIFICANT
      TRANSACTIONS WITH RELATED PARTY**





Officers-directors
      and their family have acquired 79% of the common stock issued and have made
      no
      interest, demand loans to the Company of $59,592.





Officers-directors
      are compensated for their services in the amount of a total $3,000 per month
      starting October 1, 2006.





**5.**  **CAPITAL
      STOCK**





During
      2006, the Company completed a private placement of 3,000,000 common shares
      for
      $3,000 to its directors. In July 2007, the Company completed a private placement
      of 777,000 common shares at a price of $0.05 per share for $38,850.





**6.**
            **GOING
                CONCERN**


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








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