UNITED STATES SECURITIES AND EXCHANGE COMMISSION


Washington, D. C. 20549





FORM 10-K





[X]
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended April 30, 2010





Commission file number 000-52747





HENIX RESOURCES, INC.


(Exact name of registrant as specified in its charter)





Nevada


(State or other jurisdiction of incorporation or organization)





#41 Huancheng Road


Xinjian Township


Jinyun County


Zhejiang, P.R. China


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





011 86 578 388 1262


(Registrant's telephone number, including area code)





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





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





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





Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files)   [  ] Yes [X] No





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





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





Large Accelerated filer         [   ]


Accelerated filer                      [   ]Non-accelerated filer             [   ]

Smaller reporting company     [X](Do not check if a smaller reporting company)





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





State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter: $0.





Indicate the number of shares outstanding of each of the Company’s classes of common stock, as of the latest practicable date.2,009,000 shares as of April 30, 2010.













TABLE OF CONTENTS




PART I
Page3Item 1.     Business.
10Item 1A.  Risk Factors.
11Item 1B.  Unresolved Staff Comments.
11Item 2.     Properties.
11Item 3.     Legal Proceedings.
11Item 4.     Submission of Matters to a Vote of Security Holders.PART IIItem 5.     Market For Common Stock and Related Stockholder Matters.
11Item 6.     Selected Financial Data
13Item 7.     Management’s Discussion and Analysis of Financial Condition or Plan of Operation.
13Item 7A.  Quantitative and Qualitative Disclosures about Market Risk.
19Item 8.     Financial Statements and Supplementary Data.
20Item 9.     Changes In and Disagreements With Accountants on Accounting and Financial Disclosure
31Item 9A.  Controls and Procedures
31Item 9B.  Other Information
33PART IIIItem 10.   Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act
34Item 11.   Executive Compensation
37Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
38Item 13.   Certain Relationships and Related Transactions, and Director Independence
39Item 14.   Principal Accounting Fees and Services.
40PART IVItem 15.  Exhibits, Financial Statement Schedules.
42





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PART I





ITEM 1.                BUSINESS





General





We are a start-up, exploration-stage mining corporation and have not yet generated or realized any revenues from our business operations. We raised $100,900 from our public offering and issued 1,000,900 common shares at $0.10 per share on November 16, 2006. We have only $1,997 in cash. Further financing (either debt or equity financing) is required for us to acquire, explore and develop mineral properties.





Subject to raising additional capital, we intend to acquire mineral properties; however, no acquisition has been materialized as of this report. We do not intend to buy or sell any plant or significant equipment during the next twelve months unless an acquisition of mineral property incurs during the period.





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





Our proposed exploration program




We intend to acquire a property and prospect for gold in China. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations.




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




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




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




Thereafter, exploration will be initiated.




We do not know if we will find mineralized material.




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Our exploration program is designed to economically explore any property we may obtain. Again, at the present time we do not own any interest in any properties.




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




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




Our plan of operation, time frames involved and costs are as follows:




Item or Activity

CostProperty Acquisition
$
10,000Consulting Service
$
5,000Surface Sampling & Geochemical Analysis
$
15,000Mobilization/Demobilization Contractor
$
12,000Dozer, Grader, Backhoe, ATV
$
12,000Reclamation/Bond
$
3,000Field Supplies
$
300Travel Expenses
$
3,000




We will allocate $10,000 for the securing of one property in China. We have not selected a property at this time. We intend to secure a property within the next twelve months. The cost of which should not exceed $10,000.






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Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. Since we do not own an interest in any properties, we have not begun exploration. Consulting fees will not be paid except on an as needed basis and should not exceed $5,000.00 for the next 12 months.




We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find. If we attempted to be too specific, every time an event occurred that would change our allocation, we would have to amend this registration statement. We believe that the process of amending the registration statement would take an inordinate amount of time and not be in your best interest in that we would have to spend money for legal fees which could then not be spent on exploration.




We will allocate a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow this stage.




If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.




Once we have secured a property, and if through early stage exploration we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.




We have discussed this matter with our officer and director, however, our officer and director is unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.




We will be conducting research in the form of exploration of the property we intend to secure. Our exploration program is explained in as much detail as possible in the business section of this registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.




The breakdown of estimated times and dollars was made in consultation with mining engineers in China.




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




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




We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we do not own an interest in a property. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.





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





If we do not find mineralized material, we will allow the option to expire.





Gold Mining In China





Gold mining in China dates back to the Song Dynasty.  The Chinese government began reforms in the mid-1990s encouraging small operators to consolidate and allow foreign companies to form joint ventures.  The intent was for Chinese companies to learn modern management practices; financial controls; and industrial, environmental and safety standards.





Chinese Mining Law





The Mineral Resources Law of the PRC is the principal mining law of the State. Together with the PRC Constitution, it stipulates that rights to the mineral resources within the territories of China vest in the State.





Constitution





Under the Chinese Constitution, all mineral resources occurring within China's territorial boundaries belong to the State, and there is a tri-level structure of legislative power whereby the lower level is subject to, and must not contravene, the more upper level.The three levels of legislative power consist of national legislation (the National People's Congress), followed by the state administrative rules and regulations (State administration), and finally, by the local regulations (provincial congresses). Administrative departments functioning directly under the State Council may formulate


implementation rules, which will have effect within their respective departments.





Laws





The Mineral Resources Law of the PRC, adopted March 19, 1986, amended on August 29, 1996 ("Amendments") and effective as amended as of January 1, 1997 (after passage of the 21st Session of the Standing Committee of the 8th National People's Congress on August 29, 1996), is the principal mining law. The Amendments were adopted to achieve the policy goals set forth above. Same treatment is now to be accorded foreign investment enterprises as to domestic enterprises, regarding exploration rights, mining rights and the transfer of those rights.





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China has adopted a licensing-type of system for the exploration and exploitation of the mineral resources. Exploration permits (or licenses) are registered and issued to "licensees" in the form of 3-year leases (7 years for oil and gas) from the Central or the Provincial Bureau of Land and Resources.The exploration permit area is described by a "basic block" of 1' of longitude x 1' of latitude (approximately 848 acres);an exploration permit for metallic and non-metallic minerals has a maximum of 40 basic blocks and for coal, has a maximum of 200 basic blocks.





When an economic deposit is discovered, the licensee may apply for a 2-year renewal or retention of the exploration right (permit) within thirty (30) days prior to expiration of the permit term, for a maximum period of four (4) years or two extensions, covering the area of the economic deposit.  Among the obligations under the permit are scheduled minimum exploration expenditures18(the portion of which actual expenditures are greater than the year's scheduled expenditures is creditable against the next year's scheduled expenditures), reporting requirements with the local county and licensing authority and scheduled payments per kilometer for exploration right (i.e., rentals).  The permittee, with approval and compliance with exploration expenditures, may transfer its explorations right.





The mining license holders of a mining right are termed "concessionaires," and their license terms are determined by the magnitude of a mining project.If the size of a mining project is large, the maximum term of the mining license is thirty (30) years, and scaled down from there to as low as ten (10) years for one small in size. The mining licensee may extend the term of a mining license with an application thirty (30) days prior to expiration of the term.  The "rentals" for exercise of the mining right are a fee of 1,000 RMB per square kilometer per year.  The Ministry of Land and Resources is


responsible for approving exploitation applications for coal, hydrocarbons, precious metals, most base metals, most non-metallics, rare earths and other minerals as listed in the appendix to the Regulations on Registration for Exploration of Mineral Resources, for large scale reserves.  The concessionaire, or mining licensee, may transfer with governmental approval all or a portion of its mining right.





While taxation and environmental regulation are beyond the general scope of this paper, the reader should be aware that significant regulations exist in these areas affecting mining. There are numerous taxes, charges and fees that apply to the mineral industries, including the value added tax, resources tax, mineral resources compensation (royalties), corporate income tax, city construction tax, land use tax, business tax and other taxes or assessments. As for environmental regulations, the basic laws in China governing environmental protection in the mineral industry sector of the economy are the Environmental Protection Law and the Mineral Resources Law.





Administrative regulations





The legal rights and interests of the holder of mineral titles are under the protection of the Chinese Government, pursuant to the Rules for Implementation of the Mineral Resources Law of the PRC, promulgated March 20, 1994 ("Mineral Resources Rule").As discussed above, China has adopted a licensing-type system for exploration and exploitation of its mineral resources; the exploration permittee, or holder of the exploration permit has the following rights: to undertake without interference exploration within the area under permit during the permit term, to have a priority to obtain a mining license upon discovery of a mineral deposit of commercial value, to construct necessary exploration facilities and to pass through other exploration areas and adjacent ground to access the permitted area, among other rights.





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While exploration permits are registered and issued to licensees in the form of 3-year term leases, initially, from the Central or Provincial Bureau of Land and Resources, as discussed above, at least one longer term joint venture lease (20 years) has been reported.31The obligations of the permittees include the following: to start exploration within the prescribed term, to report to the appropriate exploration management government agency, to conduct its exploration activities in accordance with the permit, to conduct a comprehensive exploration program for all key and associated minerals, to submit mineral exploration reports for review and approval and to comply with other applicable laws and regulations.





The amended law stipulates that an exploration licensee has a priority, an exclusive right to obtain the "mining right" within the area under the exploration right, when there has been a discovery, to conduct mining operations, pursuant to applicable regulations (for example: mining plans, financial and technical qualifications and environmental impact statements).





Once mining licenses are obtained, the rights of the concessionaires include the following: to conduct mining operations within the term and mining area prescribed by the license, to sell the mineral products by themselves, except for those mineral products which the State Council had prescribed for unified purchase, to construct production facilities within the mining area, to acquire land use and other rights.  As well, the concessionaires have obligations including reporting requirements and submission to inspections. Additionally, the miner - applicant for a mining right (concession) must present, with its plan for development and utilization of the mineral resources under


lease, an environmental impact statement.





On February 12, 1998, the State Council issued three sets of regulations (the three "items of regulations") to implement the Amendments, as follows: (1) the Regulations on Registration for Mineral Exploration; (2) the Regulations on Registration for Exploration of Mineral Resources; and (3) the Regulations on Transfer of Exploration Rights and Mining Rights.





Local law considerations





The congress of a province or autonomous may adopt local mining regulations. The departments under provincial governments, autonomous regions and municipalities directly under the Central Government are responsible for exploration applications for mineral resources not reviewed by the Ministry of Land and Resources, such as oil shales, manganese, chromium, iron or sulphur and those whose reserves are "medium" in scale.  Prefecture and county level departments are responsible for "small-scale" mineral resources.





Laws and regulations relating to foreign investment





China first allowed foreign investment in prospecting and mining in 1993 with prospecting for, and exploitation of, the Tarim Basin's natural gas reserves in western China.The Ministry approves exploration applications for mineral resources to be explored by foreign investment entities.  The mineral resources available to foreign investments (generally not as wholly owned foreign investments) are divided into three categories: (1) Group A ("encouraged" projects) -- coal and associated minerals mining and separation, iron ore mining and beneficiation, base metal (copper, lead, zinc and aluminum) and nonmetallic minerals; (2) Group B ("restricted" projects) -- coke/coal mining, copper processing, precious metal mining and processing (gold, silver, and platinum group metals), other base metals (tin, tungsten and antimony), rare earth minerals and gemstones; and (3) Group D -- minerals not included in Group A, B or C.A "Group C" project for prohibited minerals includes radioactive minerals, boromagnesites and celestites.





-8-


The Ministry approves exploration applications for mineral resources to be exploited (mined) by foreign investment.The transfers of foreign investment mining rights, as well as similar (mined) exploration rights, are subject to approval by the Ministry pursuant to any other transfer conditions as discussed above.





The general procedure for implementing foreign investment in exploration of Chinese mineral resources (at the Central Government level) is described as a seven step process: Step 1 - inquire with the Ministry about available land areas; Step 2 - reserve the name of the proposed entity; Step 3 - apply to the Ministry for designation of an exploration (or mining) area; Step 4 - apply to the Ministry of Foreign Trade and Economic Cooperation (or local agency) for authority of the proposed business entity; Step 5 - obtain a business license; Step 6 - apply to the Ministry for a grant of the exploration right (or the mining right); and Step 7 - apply to the Ministry for a land use right. The Ministry of Foreign Trade and Economic Cooperation and the State Environmental Protection Agency issued provisions in 1993 on environmental protection management with regard to foreign


investment.





Of particular interest for foreign investment, gold and silver (pursuant to an official "Gold Policy") have been subject to regulatory changes of their restricted or protected status in the 1990s. Under the Gold Policy, gold had to be sold by the miner exclusively to the Bank of China at the current international market price discounted, initially, at 10% and, subsequently, at 3%.  Pursuant to State Council direction, the Bank of China has authority to adjust the purchase price with respect to the gold market prices under certain criteria.  The price of gold has been raised to more closely track the international market prices, e.g., the "London Fix." Subject to the same policy are the low grade (less than 0.03 ounces per ton) and refractory-processed (sulphide ore) gold deposits, that have been the sole deposits open to foreign investors; however, such foreign investors may retain their investment if, as development proceeds, they discover a high grade or nonrefractory gold deposit.





Revised regulations for the settlement, selling and payment of foreign exchange came into effect in 1996.  The foreign exchange regulations apply to domestic, as well as foreign, investment enterprises.





Chinese General Business Laws





In China, we are required to register as a private enterprise.  A private enterprise is one which is privately funded, that is not state funded.  The registration fee is 0.1% of our capital or $0.01, however, there is a minimum fee of 50 RMB.  We will pay the minimum fee upon completion of our public offering.  In addition, we will pay a business tax of 3% of our net revenues.  Business tax rates in China are at a flat rate, but vary based upon the business.  While we pay 3%, entertainment companies pay 15%.





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It is very important to remember in China that rules and regulations are conditioned upon satisfaction of Chinese “social interests.” This allows for a subjective determination by the government when issuing licenses.  If we are unable to raise enough money, we will not seek the license.





The majority of our revenues will be settled in RMB and, any future restrictions on currency exchanges may limit our ability to use revenue generated in RMB to fund any future business activities outside China or to make dividend or other payments in U.S. dollars. Although the Chinese government introduced regulations in 1996 to allow greater convertibility of the RMB for current account transactions, significant restrictions still remain, including primarily the restriction that foreign-invested enterprises may only buy, sell or remit foreign currencies after providing valid commercial documents, at those banks in China authorized to conduct foreign exchange business. In addition, conversion of RMB for capital account items, including direct investment and loans, is subject to governmental approval in China, and companies are required to open and maintain separate foreign exchange accounts for capital account items. We cannot be certain that the Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB.





The Chinese legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which precedents set in earlier legal cases are not generally used.  The Chinese laws, regulations and legal requirements are relatively recent and are evolving rapidly, and their interpretation and enforcement involve uncertainties   Because of the legal uncertainties and because the majority of our assets may be located in the People’s Republic of China (the “PRC”), it may be extremely difficult to access those assets to satisfy an award entered against us in United States court. Moreover, PRC does not have treaties with the United States providing for the reciprocal recognition and enforcement of judgments of courts.   Further, in considering whether to enforce a foreign judgment in China, the court considers whether the judgment violates basic principles of the law of the PRC; its social interests; and ascertains that foreign judgment has validity.  If the court is not satisfied with the foregoing, the matter is referred back to the jurisdiction that rendered the judgment. The cost and likelihood of successfully enforcing a U.S. judgment in China is, in our opinion, remote at best.





Employees and Employment Agreements





At present, we have no full-time employees. Our officers and directors are part-time employees and each will devote about 10 hours or 25% of their time 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.  As of April 30, 2010, we have not looked for or talked to any geologists or engineers who will perform work for us in the future.








ITEM 1A.
RISK FACTORS





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


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ITEM 1B.
UNRESOLVED STAFF COMMENTS





None.








ITEM 2.
PROPERTIES





We currently do not own any mineral property.  We will try to raise additional capital from a public offering, a private placement or loans. At the present time, we have not made any plans to raise additional capital and there is no assurance that we would be able to raise additional capital in the future.








ITEM 3.
LEGAL PROCEEDINGS





We are not presently a party to any litigation.








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





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








PART II





ITEM 5.
MARKET FOR COMMON STOCK AND RELATED STOCKHOLDER MATTERS





Our shares are traded on the Bulletin Board operated by the National Association of Securities Dealers, Inc. under the symbol HENX. A summary of trading by quarter for the 2010 and 2009 fiscal years is as follows:





Fiscal Quarter
High Bid
Low Bid2010Second Quarter 02-01-10 to 04-30-10
$0
$0First Quarter 11-01-09 to 01-30-10
$0
$02009Fourth Quarter 08-01-09 to 10-31-09
$0
$0Third Quarter 05-01-09 to 07-31-09
$0
$0Second Quarter 02-01-09 to 04-30-09
$0
$0First Quarter 11-01-08 to 01-30-09
$0
$02008Fourth Quarter 08-01-09 to 10-31-09
$0
$0Third Quarter 05-01-08 to 07-31-08
$0
$0





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Of the 2,009,000 shares of common stock outstanding as of April 30, 2010, 1,090,000 shares are owned by our officer and director and may only be resold in compliance with Rule 144 of the Securities Act of 1933.





At April 30, 2010, there were 44 shareholders of record.





Status of our public offering





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





On November 16, 2006, we completed our public offering by raising $100,900. We sold 1,009,000 shares of our common stock at an offering price of $0.10 per share, to 44 persons. Since then, we have spent the proceeds as follows:





Description

Amount ($)Accounting and audit
$
32,617Legal fees
$
29,854Exploration work
$
2,100Transfer agent and filing fees
$
25,593Other general and administrative expenses
$
10,736Total
$
100,900





Dividends





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





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





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





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





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





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





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





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





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





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





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





Securities authorized for issuance under equity compensation plans





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








ITEM 6.          SELECTED FINANCIAL DATA





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








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








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





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Plan of Operation





We are a start-up, exploration-stage mining corporation and have not yet generated or realized any revenues from our business operations. We raised $100,900 from our public offering and issued 1,009,000 common shares at $0.10 per share on November 16, 2006. We have only $1,997 in Cash.  Further financing (either debt or equity financing) is required for us to acquire, explore and develop mineral properties.





We intend to acquire mineral properties; however, no acquisition has been materialized as of this report. We do not intend to buy or sell any plant or significant equipment during the next twelve months.





Our exploration target is to find properties containing gold. Our success depends upon finding mineralized material from such acquired properties. This includes a determination by a consultant if the property contains reserves. Although we successfully raised capital in 2006, we spent virtually all of it.





We intend to acquire a property and prospect for gold in China. Our target is mineralized material. Our success depends upon finding mineralized material. Mineralized material is a mineralized body which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of metals to justify removal. If we do not find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we may cease operations.





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





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





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





Thereafter, exploration will be initiated.


-14-


We do not know if we will find mineralized material.





Our exploration program is designed to economically explore any property we may obtain. Again, at the present time we do not own any interest in any properties.





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





Our plan of operation, time frames involved and costs are as follows:





Item or Activity

CostProperty Acquisition
$
10,000Consulting Service
$
5,000Surface Sampling & Geochemical Analysis
$
15,000Mobilization/Demobilization Contractor
$
12,000Dozer, Grader, Backhoe, ATV
$
12,000Reclamation/Bond
$
3,000Field Supplies
$
300Travel Expenses
$
3,000





We will allocate $10,000 for the securing of one property in China. We have not selected a property at this time. We intend to secure a property within the next twelve months. The cost of which should not exceed $10,000.





Exploration expenditures consist of fees to be paid for consulting services connected with exploration, the cost of rock sampling (the collection of a series of small chips over a measured distance, which is then submitted for a chemical analysis, usually to determine the metallic content over the sampled interval, a pre-determined location(s) on the property), and cost of analyzing these samples. Since we do not own an interest in any properties, we have not begun exploration. Consulting fees will not be paid except on an as needed basis and should not exceed $5,000 for the next 12 months.





-15-


We cannot be more specific about the application of proceeds for exploration, because we do not know what we will find. If we attempted to be too specific, every time an event occurred that would change our allocation, we would have to amend this registration statement. We believe that the process of amending the registration statement would take an inordinate amount of time and not be in your best interest in that we would have to spend money for legal fees which could then not be spent on exploration.





We will allocate a range of money for exploration. That is because we do not know how much will ultimately be needed for exploration. If our initial exploration proves positive results, we will expand the exploration activities to include reverse circulation drilling. This is a less expensive form of drilling that does not allow for the recovery of a tube or core of rock. The material is brought up from depth as a series of small chips of rock that are then bagged and sent in for analysis. This is a quicker and cheaper method of drilling, but does not necessarily give one as much information about the underlying rocks. If warranted, core drilling would follow this stage.





If we discover significant quantities of mineralized material, we will begin technical and economic feasibility studies to determine if we have reserves. Only if we have reserves will we consider developing the property.





Once we have secured a property, and if through early stage exploration we find mineralized material and it is feasible to expand the exploration program, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need, we will have to find alternative sources of funding, like a public offering, a private placement of securities, or loans from our officers or others.





We have discussed this matter with our officer and director, however, our officer and director is unwilling to make any commitment to loan us any significant amounts of money at this time. At the present time, we have not made any arrangements to raise additional cash. If we need additional cash and can't raise it we will either have to suspend operations until we do raise the cash, or cease operations entirely.





We will be conducting research in the form of exploration of the property we intend to secure. Our exploration program is explained in as much detail as possible in the business section of this registration statement. We are not going to buy or sell any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of minerals and we have determined they are economical to extract from the land.





The breakdown of estimated times and dollars was made in consultation with mining engineers in China.





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





-16-


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





We cannot provide you with a more detailed discussion of how our exploration program will work and what we expect will be our likelihood of success. That is because we do not own an interest in a property. We may or may not find any mineralized material. We hope we do, but it is impossible to predict the likelihood of such an event.





We do not have a projection of future revenues for our company because we have not located an ore body yet and as such it is impossible to project future revenues.


If we do not find mineralized material, we will allow the option to expire.




Limited Operating History





There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration-stage corporation and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the exploration of our properties, and possible cost overruns due to price and cost increases in services.





To become profitable and competitive, we must find and acquire mineral properties and conduct more comprehensive exploration of such properties before we start development and production of any minerals we may find.





Results of Operations





For the years ended April 30, 2010 and 2009, the Company reported revenues of $0 and $0, respectively. For the years ended April 30, 2010, total expenses were $27,188, a $12,625, or 32%, decrease from the $39,813 reported for the same period in 2009. Approximately $12,000 of this decrease is attributable to a decrease in professional fees and filing fees.





Total expenses reported for the years ended April 30, 2010 and 2009 primarily represent expenses incurred for general administration, rent, travel, filing fees, professional services, and bank service charges. Shareholders of the Company have been making advances to the Company for the payment of operating expense; they have agreed to continue providing capital for ongoing operations, until such time the Company can generate revenues from commercial operations or increase capital through various financing arrangements.





Liquidity and Capital Resources





To meet our initial need for cash we raised $100,900 from our public offering. As of April 30, 2010, we have $1,982 in cash available.  If we acquire a property, find mineralized material, and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans.





-17-


As of the date of this report we have yet to generate any revenues.





Since inception and up to April 30, 2010, we have issued 2,009,000 shares of our common stock and received $100,910.





In January 2006, we issued 1,000,000 shares of common stock pursuant to the exemption from registration set forth in section 4(2) of the Securities Act of 1933. In November 2006, we issued 1,009,000 shares of common stock pursuant to our registration statement.  The proceeds received of the shares issued in January and November were $10 and $100,900, respectively. Our former president covered our initial expenses covering incorporation, accounting and legal fees, and other operating expenses of $32,054 and $3,500 for staking, for a total of $35,554, all of which was paid directly to our staker, attorney, accountant, and other vendors. We repaid $10,000 during the quarter ended July 31, 2007 to our former president. The amount owed to our former president was non-interest bearing, unsecured and due on demand. Further the agreement with our former president was oral and there was no written document evidencing the agreement. On September 1, 2008, our former president assigned the right to collect the debt owed by the Company for $25,554 to the current president of the Company. On April 29, 2009, our current president waived the debt owed by the Company totaling $25,554 and the amount was recognized as additional paid-in capital.





As of April 30, 2010, our total current assets were $1,982 and our total current liabilities were $15,500 for a working capital deficit of $13,518.  We must raise additional capital to implement our exploration program.





The financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at April 30, 2010, the Company has not generated revenues and has accumulated losses totaling $178,232 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.





Recent accounting pronouncements





In June 2009, the FASBissued SFAS No. 168,“The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). The FASBAccounting Standards Codification TM , (“Codification” or “ASC”) became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.





Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU’s). The FASB will not consider ASU’s as authoritative in their own right; rather these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in ASC Topic 105,Generally Accepted Accounting Principles. The Company adopted SFAS No. 168 and will provide reference to both the Codification topic reference and the previously authoritative references related to Codification topics and subtopics, as appropriate.





-18-


In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165, which is incorporated in FASB ASC Topic No. 855,“Subsequent Events”, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with SFAS 165, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The Company adopted SFAS 165 and the adoption did not have a material impact on its financial statements.








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





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




































-19-


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.








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





PAGEREPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS
F2BALANCE SHEETS
F4STATEMENTS OF OPERATIONS
F5STATEMENTS OF CASH FLOWS
F6STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)
F7NOTES TO FINANCIAL STATEMENTS
F8






















-20-


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of Directors


Henix Resources, Inc.


(An Exploration Stage Company)


Zhejiang, P.R. China





We have audited the accompanying balance sheet of Henix Resources, Inc. (an Exploration Stage Company) (the “Company”) as of April 30, 2010, and the related statements of operations, changes in stockholders’ equity (deficit) and cash flows for the year then ended and for the period from January 26, 2006 (Inception) to April 30, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.  The financial statements for the period from January 26, 2006 (Inception) to April 30, 2009 were audited by other auditors whose report expressed an unqualified opinion on those financial statements. The financial statements for the period from January 26, 2006 (Inception) to April 30, 2009 include total revenues of $-0- and a net loss of $151,044, respectively. Our opinion on the statements of operations, changes in stockholders’ equity (deficit) and cash flows for the period from January 26, 2006 (Inception) to April 30, 2010, insofar as it relates to amounts from January 26, 2006 (Inception) to April 30, 2009, is based solely on the report of other auditors.





We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.





In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Henix Resources, Inc. as of April 30, 2010 and the results of its operations and its cash flows for the year then ended and for the period from January 26, 2006 (Inception) to April 30, 2010, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit. Those conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to those matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.





GBH CPAs, PC


GBH CPAs, PC


www.gbhcpas.com


Houston, Texas


July 14, 2010











F-1


-21-


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








Board of Directors
 Henix Resources, Inc.
 (An Exploration Stage Company)
 
 
 We have audited the accompanying balance sheet of Henix Resources, Inc. (An Exploration Stage Company) as of April 30, 2009 and the related statements of operations, stockholders' equity (deficit) and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
 
 We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required at this time, to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
 
 In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Henix Resources, Inc. (An Exploration Stage Company) as of April 30, 2009 and the results of its operations and cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.





KEMPISTY & COMPANY


Kempisty & Company


Certified Public Accountants PC


New York, New York


July 29, 2009








F-2


-22-


Henix Resources, Inc.


(An Exploration Stage Company)


Balance Sheets








April 30,ASSETS

2010


2009Current AssetsCash

$
1,982


$
9,670Total Assets

$
1,982


$
9,670LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)CURRENT LIABILITIESAccounts payable and accrued liabilities

$
1,500


$
5,000Due to related party


14,000



-Total Current Liabilities


15,500



5,000STOCKHOLDERS' EQUITY (DEFICIT)Preferred Stock $0.00001 par value, 100,000,000 shares authorized,none issued and outstanding


-



-Common stock, $0.00001 par value, 100,000,000 shares authorized,2,009,000 shares issued and outstanding


20



20Additional paid-in capital


164,694



155,694Deficit accumulated during the exploration stage


(178,232
)


(151,044
)Total Stockholders' Equity (Deficit)


(13,518
)


4,670Total Liabilities and Stockholders' Equity (Deficit)

$
1,982


$
9,670














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


F-3


-23-


Henix Resources, Inc.


(An Exploration Stage Company)


Statements of Operations








For the PeriodJanuary 26,2006Year Ended


(Inception) toApril 30,


April 30,2010


2009


2010(Unaudited)REVENUES

$
-


$
-


$
-OPERATING EXPENSESGeneral and administrative


27,188



39,813



174,732Impairment of mineral property costs


-



-



3,500Total operating expenses


27,188



39,813



178,232NET LOSS

$
(27,188
)

$
(39,813
)

$
(178,232
)LOSS PER COMMON SHAREBasic and Diluted

$
(0.01
)

$
(0.02
)WEIGHTED AVERAGE NUMBEROF SHARES OUTSTANDING, Basic and Diluted


2,009,000



2,009,000





















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


F-4


-24-


Henix Resources, Inc.


(An Exploration Stage Company)


Statements of Cash Flows


For the PeriodJanuary 26,2006Year Ended


(Inception) toApril 30,


April 30,2010


2009


2010(Unaudited)Cash flows from operating activitiesNet loss

$
(27,188
)

$
(39,813
)

$
(178,232
)Adjustments to reconcile net loss to netcash used in operating activities:Impairment of mineral property costs


-



-



3,500Donated services


6,000



6,000



25,500Donated rent


3,000



3,000



12,750Changes in operating assets and liabilities:Due to related party


-



-



26,064Accounts payable and accrued liabilities


(3,500
)


5,000



1,500Net cash used in operating activities


(21,688
)


(25,813
)


(108,918
)Cash flows from investing activitiesMineral property costs


-



-



(3,500
)Net cash used in investing activities


-



-



(3,500
)Cash flows from financing activitiesAdvances from related party


14,000



-



13,490Repayment of related party loan


-



-



-Proceeds from issuance of common stock


-



-



100,910Net cash provided by financing activities


14,000



-



114,400Net increase (decrease) in cash


(7,688
)


(25,813
)


1,982Cash, beginning of period


9,670



35,483



-Cash, end of period

$
1,982


$
9,670


$
1,982Supplemental disclosures of cash flow information:Interest paid

$
-


$
-


$
-Income taxes paid

$
-


$
-


$
-Supplemental schedule of non-cash financing activities::Capital contribution of shareholder loan

$
-


$
-


$
25,554





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


F-5


-25-


Henix Resources, Inc.


(An Exploration Stage Company)


Statements of Changes in Stockholders' Equity (Deficit)


For the period from January 26, 2006 (inception) to April 30, 2008 (Unaudited)


And the years ended April 30, 2009 and 2010




DeficitAccumulatedAdditional





During theCommon Stock


Paid-in


Donated


ExplorationShares


Amount


Capital


Capital


Stage


TotalBalance, January 26, 2006 (inception)


-


$
-


$
-


$
-


$
-


$
-Common shares issued for cash at $0.00001 per share


1,000,000



10



-



-



-



10Donated rent and services


-



-



-



2,250



-



2,250Net loss for the period


-



-



-



-



(6,062
)


(6,062
)Balance, April 30, 2006


1,000,000



10



-



2,250



(6,062
)


(3,802
)Common shares issued for cash at $0.10 per share


1,009,000



10



100,890



-



-



100,900Donated rent and services


-



-



-



9,000



-



9,000Net loss for the year


-



-



-



-



(66,106
)


(66,106
)Balance, April 30, 2007


2,009,000



20



100,890



11,250



(72,168
)


39,992Donated rent and services


-



-



-



9,000



-



9,000Net loss for the year


-



-



-



-



(39,063
)


(39,063
)Balance, April 30, 2008


2,009,000



20



100,890



20,250



(111,231
)


9,929Donated rent and services


-



-



-



9,000



-



9,000Capital contribution of shareholder loan


-



-



-



25,554



-



25,554Net loss for the year


-



-



-



-



(39,813
)


(39,813
)Balance, April 30, 2009


2,009,000



20



100,890



54,804



(151,044
)


4,670Donated rent and services


-



-



-



9,000



-



9,000Net loss for the year


-



-



-



-



(27,188
)


(27,188
)Balance, April 30, 2010


2,009,000


$
20


$
100,890


$
63,804


$
(178,232
)

$
(13,518
)





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


F-6


-26-


Henix Resources, Inc.


(An Exploration Stage Company)


Notes to Financial Statements








NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Henix Resources, Inc. (the “Company”) was incorporated in the State of Nevada on January 26, 2006. The Company is an Exploration Stage Company, as defined by Accounting Standards Codification (“ASC”) 915. The Company’s principal business is the acquisition exploration and development of mineral properties.





Basis of Presentation





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





Use of Estimates





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





Earnings (Loss) Per Share





The Company computes earnings (loss) per share (“EPS”) in accordance with Accounting Standards Codification (“ASC”) 260, "Earnings per Share". Basic EPS is computed by dividing earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method for options and warrants and the if-converted method for convertible preferred stock and convertible debt. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.





Cash and Cash Equivalents





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











F-7


-27-


Henix Resources, Inc.


(An Exploration Stage Company)


Notes to Financial Statements








Income Taxes





Income taxes are accounted for in accordance with the provisions of FASB ASC Topic No. 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized.





Recent Accounting Pronouncements





In June 2009, the FASBissued SFAS No. 168,“The FASB Accounting Standards Codification TM and the Hierarchy of Generally Accepted Accounting Principles – a replacement of FASB Statement No. 162” (“SFAS 168”). The FASBAccounting Standards Codification TM , (“Codification” or “ASC”) became the source of authoritative GAAP recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the SEC under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. On the effective date of SFAS 168, the Codification superseded all then-existing non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification became non-authoritative.





Following SFAS 168, the FASB will no longer issue new standards in the form of Statements, FASB Staff Positions, or Emerging Issues Task Force Abstracts; instead, it will issue Accounting Standards Updates (ASU’s). The FASB will not consider ASU’s as authoritative in their own right; rather these updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification. SFAS No. 168 is incorporated in ASC Topic 105,Generally Accepted Accounting Principles. The Company adopted SFAS No. 168 and will provide reference to both the Codification topic reference and the previously authoritative references related to Codification topics and subtopics, as appropriate.





In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (“SFAS 165”). SFAS 165, which is incorporated in FASB ASC Topic No. 855,“Subsequent Events”, establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. In particular, this Statement sets forth: (1) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; (2) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and (3) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. In accordance with SFAS 165, an entity should apply the requirements to interim or annual financial periods ending after June 15, 2009. The Company adopted SFAS 165 and the adoption did not have a material impact on its financial statements.





The Company does not expect the adoption of any other recently issued accounting pronouncements to have a significant effect on its financial position or results of operations.











F-8


-28-


Henix Resources, Inc.


(An Exploration Stage Company)


Notes to Financial Statements








NOTE 2 – GOING CONCERN





These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. Since inception, the Company has not generated revenues and has not paid any dividends and is unlikely to either pay dividends or generate revenues in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing, the Company’s success in acquiring interests in properties that have economically recoverable reserves, and the attainment of profitable operations. As at April 30, 2010, the Company has a working capital deficit, generated no revenues since inception, and has an accumulated deficit totaling $178,232 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.








NOTE 3 – RELATED PARTY TRANSACTIONS





On September 1, 2008, our former president assigned the right to collect the debt owed by the Company for $25,554 to the current president of the Company. On April 29, 2009, our current president waived the debt owed by the Company totaling $25,554. The Company recognized $25,554 of debt waived as additional paid-in capital during the year ended April 30, 2009. As of April 30, 2010 and 2009, the Company was indebted to the current president of the Company in the amount of $14,000 and $0 respectively, representing cash advances and expenses paid on behalf of the Company. The balances consist of advances that are non-interest bearing, unsecured and due on demand.





During the years ended April 30, 2010 and 2009, the Company recognized $3,000 and $3,000, respectively, for donated rent and $6,000 and $6,000, respectively, for donated services. These amounts were charged to operations and recorded as additional paid-in capital.








NOTE 4 – MINERAL PROPERTY COSTS





In January 2006, the Company acquired a 100% interest in a mineral claim located in the Province of British Columbia, Canada for $3,500. The claim was registered in the name of the former president of the Company, who had executed a trust agreement whereby out former president agreed to hold the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. During the year ended April 30, 2009, the management of the Company decided not to ask our former president to renew the claim on the property when expired on January 30, 2009 as it had determined there were no proven or probable reserves on the property. As of April 30, 2010, the Company had fully impaired the cost of the mineral claim.








F-9


-29-





Henix Resources, Inc.


(An Exploration Stage Company)


Notes to Financial Statements








NOTE 5 – INCOME TAXES





The Company uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. In assessing the recoverability of deferred tax assets, we determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized. A full valuation allowance against our deferred tax asset was recognized at April 30, 2010 and 2009 due to our uncertainty as to the utilization of the deferred tax asset in the foreseeable future. The net change in the total valuation allowance for the years ended April 30, 2010 and 2009 was an increase of approximately $9,000 and $8,000, respectively. At April 30, 2010, for federal income tax and alternative minimum tax reporting purposes, the Company had approximately $140,000 of unused net operating losses available for carryforward to future years. The benefit from the net operating loss carryforwards will begin to expire in the year 2026.





At April 30, 2010 and 2009, the net deferred tax asset consisted of the following:




2010


2009Deferred tax asset:Net operating loss carryforwards
$
48,177

$
38,933Less: valuation allowance

(48,177)


(38,933)Net deferred tax asset
$
-

$
-
  Our effective tax rate applicable to continuing operations is as follows:





Year  EndedApril 30,2010


April 30, 2009Expected tax rate
(34)
%

(34)
%Change in valuation allowance
34
%

34
%Income tax provision (benefit)
-
%

-
%








NOTE 6 – SUBSEQUENT EVENTS





The Company has evaluated subsequent events through the filing date of this Form 10-K and has determined that there were no subsequent events to recognize or disclose in these financial statements.


F-10


-30-


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





We have had no disagreements with our independent auditors with respect to accounting practices, procedures or financial disclosure. On March 3, 2010 we elected a new independent registered public accounting firm to audit the Company’s financial statements. The firm of GBH CPAs, PC currently serves as the Company’s independent accountants. Our previous auditors were Kempisty And Company, CPAs, PC.








ITEM 9A.       CONTROLS AND PROCEDURES.





Evaluation of Disclosure Controls and Procedures





We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the material weaknesses described in Management's Report on Internal Control over Financial Reporting below.





Limitations on the Effectiveness of Controls





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





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




-31-


Changes in Internal Control




There have been no changes in our internal control over financial reporting during the year ended April 30, 2010 that have materially affected, or are reasonably likely to materially affect,our internal control over financial reporting.





CEO and CFO Certifications





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





Management’s Report on Internal Control over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of April 30, 2010 using the criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).




A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of April 30, 2010, the Company determined that there were control deficiencies that constituted material weaknesses, as described below.




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




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




3.  We did not maintain proper segregation of duties for the preparation of our financial statements – As of April 30, 2010 the majority of the preparation of financial statements was carried out by one person. In addition, the Company currently only has one officer and director having oversight on all transactions. This has resulted in several deficiencies including:






-32-




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




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




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




As a result of the material weaknesses described above, management has concluded that the Company did not maintain effective internal control over financial reporting as of April 30, 2010 based on criteria established in Internal Control—Integrated Framework issued by COSO.




GBH CPAs, PC, our independent registered public accounting firm, was not required to and has not issued a report concerning the effectiveness of our internal control over financial reporting as of April 30, 2010.




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




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




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




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




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




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







ITEM 9B.
OTHER INFORMATION





None.


-33-


PART III








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





Officers and Directors





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





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





Name and Address
Age
Position(s)Yongfu Zhu
41
President, Principal Executive Officer, Secretary, Treasurer, Principal Financial Officer and sole memberof the Board of Directors





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





Background of Officers and Directors





Yongfu Zhu, President





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





Conflicts of Interest





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





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





-34-


Involvement in Certain Legal Proceedings





During the past ten years, no present or former officer or director, has been the subject of the following events:





1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a 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 filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;





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





3.
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, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance 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 activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;





4.
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 in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;





5.
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the 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;





-35-





7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:





i)
Any Federal or State securities or commodities law or regulation; or





ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or





iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or





8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.


Audit Committee and Charter





We currently do not have a separately-designated audit committee of the board. Audit committee functions are performed by our board of directors. Our sole director is not deemed independent as he also holds positions as our officers. The audit committee, whose function is currently performed by our board of directors, is responsible for: (1) selection and oversight of our independent accountant; (2) establishing procedures for the receipt, retention and treatment of complaints regarding accounting, internal controls and auditing matters; (3) establishing procedures for the confidential, anonymous submission by our employees of concerns regarding accounting and auditing matters; (4) engaging outside advisors; and, (5) funding for the outside auditory and any outside advisors engagement by the audit committee.





Audit Committee Financial Expert





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





Code of Ethics





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


-36-


Disclosure Committee and Charter





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





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





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








ITEM 11.       EXECUTIVE COMPENSATION





The following table sets forth the compensation paid by us for the fiscal years ended April 30, 2010, 2009, and 2008. The compensation addresses all compensation awarded to, earned by, or paid to our named executive officers for the fiscal years ended April 30, 2010, 2009, and 2008. This information includes the dollar value of base salaries, bonus awards and number of stock options granted, and certain other compensation, if any.





Executive Officer Compensation Table


Non-
NonqualifiedEquity
Deferred
AllName





Incentive
Compensa-
Otherand



Stock
Option
Plan
Tion
Compen-Principal

Salary
Bonus
Awards
Awards
Compensation
Earnings
sation
TotalPosition
Year
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)
(US$)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Yongfu Zhu
2010
0
0
0
0
0
0
0
0President
2009
0
0
0
0
0
0
0
02008
0
0
0
0
0
0
0
0James Shao
2010
0
0
0
0
0
0
0
0(resigned)
2009
0
0
0
0
0
0
0
02008
0
0
0
0
0
0
0
0


Compensation of Directors





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


-37-




Director’s Compensation Table


FeesEarned



Nonqualifiedor


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





Option/SAR Grants





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





Long-Term Incentive Plan Awards





We do not have any long-term incentive plans.





Indemnification





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





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








ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The table also reflects what their ownership will be assuming completion of the sale of all shares in our public offering. The stockholder listed below has direct ownership of his shares and possesses sole voting and dispositive power with respect to the shares.








-38-





Direct Amount of
PercentName of Beneficial Owner
Beneficial Owner
of ClassYongfu Zhu
1,090,000
54.26%#41 Huancheng RoadXinjian TownshipJinyun County, Zhejiang, RPCAll officers and directors as
1,090,000
54.26%a group (1 Individual)


Future Sales by Existing Stockholders





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





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





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





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








ITEM 13.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





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


-39-


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





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








ITEM 14.       PRINCIPAL ACCOUNTING FEES AND SERVICES





(1) Audit Fees





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





2010
$
3,000


Kempisty & Company CPA, P.C.2009
$
9,500


Kempisty & Company CPA, P.C.2010
$
6,500


GBH CPAs, PC2009
$
0


GBH CPAs, PC





(2) Audit-Related Fees





The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph:





2010
$
0


Kempisty & Company CPA, P.C.2009
$
0


Kempisty & Company CPA, P.C.2010
$
0


GBH CPAs, PC2009
$
0


GBH CPAs, PC





(3) Tax Fees





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





2010
$
0

Kempisty & Company CPA, P.C.2009
$
0

Kempisty & Company CPA, P.C.2010
$
0

GBH CPAs, PC2009
$
0

GBH CPAs, PC








-40-


(4) All Other Fees





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





2010
$
0

Kempisty & Company CPA, P.C.2009
$
0

Kempisty & Company CPA, P.C.2010
$
0

GBH CPAs, PC2009
$
0

GBH CPAs, PC








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





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


























-41-


PART IV





ITEM 15.
EXHIBITS, FINANCIAL STATEMENT SCHEDULES.





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
SB-2
08-17-06
3.13.2
Bylaws.
SB-2
08-17-06
3.24.1
Specimen Stock Certificate.
SB-2
08-17-06
4.110.1
Declaration of Trust from James Shao to Henix Resources Inc.
SB-2
08-17-06
10.114.1
Code of Ethics.
10-KSB
07-30-07
14.116.1
Letter of Kempisty and Company, CPAs, PC, dated March 3, 2010, regarding change in independent registered public accounting firm.
8-K
03-10-10
16.131.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.



X32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief  Financial Officer).



X99.1
Audit Committee Charter.
10-KSB
07-30-07
99.199.2
Disclosure Committee Charter.
10-KSB
07-30-07
99.2














-42-





SIGNATURES





Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Vancouver, British Columbia on this 29th day of July, 2010.





HENIX RESOURCES INC.BY:
YOUNGFU ZHUYongfu Zhu

President, Principal Executive Officer,

Secretary/Treasurer, Principal Financial

Officer, and Principal Accounting Officer

and a member of the Board of Directors





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





Signature
Title
DateYOUNGFU ZHU

Yongfu Zhu
President, Principal Executive Officer,

Secretary/Treasurer, Principal Financial

Officer, and Principal Accounting Officer and

sole member of the Board of Directors
July 29,2010





















































-43-


EXHIBIT INDEX





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
SB-2
08-17-06
3.13.2
Bylaws.
SB-2
08-17-06
3.24.1
Specimen Stock Certificate.
SB-2
08-17-06
4.110.1
Declaration of Trust from James Shao to Henix Resources Inc.
SB-2
08-17-06
10.114.1
Code of Ethics.
10-KSB
07-30-07
14.116.1
Letter of Kempisty and Company, CPAs, PC, dated March 3, 2010, regarding change in independent registered public accounting firm.
8-K
03-10-10
16.131.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended.



X32.1
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Chief Executive Office and Chief  Financial Officer).



X99.1
Audit Committee Charter.
10-KSB
07-30-07
99.199.2
Disclosure Committee Charter.
10-KSB
07-30-07
99.2












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