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 SECURITES EXCHANGE ACT OF
      1934





For
      the fiscal year ended January 31,
2009




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




For the transition period
      form  ______  to _____Commission File
      number    001-34212





EAGLECREST
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)





Nevada
            
            26-2626737(State
      or other jurisdiction of incorporation or organization)
            
            (IRS Employer Identification
      No.)




340 Basa Compound, Zapate,
      Las Pinas City, Metro Manila, Philippines(Address
      of principal executive offices)




(702) 973-1583(Issuer’s
      telephone number)




N/A(Former
      name, former address and former fiscal year, if changed since last
      report)





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





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





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





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy
information statements incorporated by reference in Part III of this Form 10-K
or any amendments 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 small reporting company. See
definition of “large accelerated filer”, “accelerated filer” and “small
reporting company” Rule 12b-2 of the Exchange Act.





Large
accelerated
filer   [   ]                                                                                                           Accelerated
filer                                          [   ]





Non-accelerated
filer     [   ]  (Do not check
if a small reporting
company)                                                                                                                     Small
reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act)


Yes
[X]   No   [  ]





State 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
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recent completed second fiscal
quarter.










APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PROCEDING FIVE YEARS





Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court.  Yes□No □





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date:





October
20, 2009: 10,000,000 common shares






























































TABLE OF
CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            11ITEM
      2.
            Properties.
            11ITEM
      3.
            Legal
      Proceedings.
            13ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            13PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            13ITEM
      6
            Selected
      Financial Information.
            14ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            15ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            18ITEM
      8.
            Financial
      Statement and Supplementary Data.
            19ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            19ITEM
      9A
            Controls
      and Procedures.
            19ITEM
      9A(T)
            Controls
      and Procedures
            21ITEM
      9B
            Other
      information
            21PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            21ITEM
      11.
            Executive
      Compensation.
            24ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            25ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            27ITEM
      14
            Principal
      Accounting Fees and Services.
            28PART IVITEM
      13.
            Exhibits,
      Financial Statement Schedules
            29SIGNATURES
            30

















PART
1








ITEM
1.  BUSINESS











History
and Organization







Eaglecrest
Resources, Inc. (“we,” “us”, “our” or similar terms) was organized under the
laws of the State of Nevada on August 22, 2007 to explore mineral properties.
Our principal executive offices are located at 340 Basa Compound, Zapate, Las
Pinas City, Metro Manila, Philippines. Our telephone number is
(702) 973-1583.




On July
14, 2008, our Registration Statement on Form S-1 was declared effective,
allowing our sole shareholder to sell 5,000,000 shares of our common stock at a
price of $0.10 per share.




The
following discussion should be read in conjunction with our most recent
financial statements and notes appearing elsewhere in this annually report. In
addition to the historical consolidated financial information, the following
discussion contains forward-looking statements that involve risks and
uncertainties. Our actual results may differ materially from those anticipated
in these forward-looking statements as a result of certain factors.




Eaglcrest
Resources, Inc. (the “Company”) was organized under the laws of the State of
Nevada on August 22, 2007 to explore mineral properties in North America. The
Company was formed to engage in the exploration of mineral
properties.




We were
formed to engage in the exploration of mineral properties for gold. We have
staked a prospect that contains one (1) 7-unit claim block containing 955.2
hectares which has been recorded with the Mineral Resources Department of the
Ministry of Energy and Mineral Resources of the Government of the Republic of
Philippines. We refer to this mining claim as the Tabuk Gold property (“Tabuk
Gold”).




We are an
exploration stage company and we have not realized any revenues to date. We do
not have sufficient capital to enable us to commence and complete our
exploration program. We will require financing in order to conduct the
exploration program described in the section entitled, “Business of the Issuer.”
Our auditors have issued a going concern opinion, raising substantial doubt
about our financial prospects and ability to continue as a going
concern.




We are
not a “blank check company,” as we do not intend to participate in a reverse
acquisition or merger transaction. Securities laws define a “blank check
company” as a development stage company that has no specific business plan or
purpose or has indicated that its business plan is to engage in a merger or
acquisition with an unidentified company or companies, or other entity or
person.





Planned
Business





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





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







Cautionary
Statement Regarding Forward-Looking Statements




Some
discussions in this Form 10-K may contain forward-looking statements that
involve risks and uncertainties. These statements relate to future events or
future financial performance. A number of important factors could cause our
actual results to differ materially from those expressed in any forward-looking
statements made by us in this Form 10-K.  Forward-looking statements
are often identified by




4




words
like: “believe”, “expect”, “estimate”, “anticipate”, “intend”, “project” and
similar expressions or words which, by their nature, refer to future
events.




In some
cases, you can also identify forward-looking statements by terminology such as
"may", "will", "should", "plans", "predicts", "potential" or "continue" or the
negative of these terms or other comparable terminology. These statements are
only predictions and involve known and unknown risks, uncertainties and other
factors, including the risks in the section entitled "Risk Factors" below that
may cause our or our industry's actual results, levels of activity, performance
or achievements to be materially different from any future results, levels of
activity, performance or achievements expressed or implied by these
forward-looking statements. In addition, you are directed to factors discussed
in the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" section and as well as those discussed elsewhere in this Form
10-K.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity or
achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.














ITEM
1A.    RISK FACTORS















ANY
INVESTMENT IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. PROSPECTIVE
INVESTORS SHOULD CAREFULLY CONSIDER THE RISKS DESCRIBED BELOW AND THE OTHER
INFORMATION IN THIS FORM 10-K BEFORE INVESTING IN OUR COMMON STOCK. IF ANY OF
THE FOLLOWING RISKS OCCUR, OUR BUSINESS, OPERATING RESULTS AND FINANCIAL
CONDITION COULD BE SERIOUSLY HARMED.  INVESTORS MAY LOSE ALL OR PART
OF THEIR INVESTMENT IN OUR SHARES.





THE
RISKS AND UNCERTAINTIES DESCRIBED VELOW ARE NOT THE ONLY ONES WE FACE.
ADDITIONAL RISKS AND UNCERTAINTIES, INCLUDING THOSE THAT WE DO NOT KNOW ABOUT OR
THAT WE CURRENTLY DEEM IMMATERIAL, ALSO MAY ADVERSELY AFFECT OUR BUSINESS. THE
TRADING PRICE OF OUR SHARES OF COMMON STOCK COULD DECLINE DUE TO ANY OF THEESE
RISKS, AND YOU MAY LOSE ALL OR PART OF YOUR INVESTMENT.





THE
SECURITIES WE ARE OFFERING THROUGH THIS PROSPECTUS ARE SPECULATIVE BY NATURE AND
INVOLVE AN EXTREMELY HIGH DEGREE OF RISK AND SHOULD BE PURCHASED ONLY BY PERSONS
WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. WE ALSO CAUTION PROSPECTIVE
INVESTORS THAT THE FOLLOWING RISK FACTORS, AMONG OTHERS, COULD CAUSE OUR ACTUAL
FUTURE OPERATING RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY
FORWARD LOOKING STATEMENTS, ORAL OR WRITTEN, MADE BY OR ON BEHALF OF US. IN
ASSESSING THESE RISKS, WE SUGGEST THAT YOU ALSO REFER TO OTHER INFORMATION
CONTAINED IN THIS REGISTRATION STATEMENT, INCLUDING OUR FINANCIAL STATEMENTS AND
RELATED NOTES.







RISKS
RELATED TO US AND OUR INDUSTRY




1.WE
HAVE NEVER EARNED A PROFIT AND THERE IS NO GUARANTEE THAT WE WILL EVER EARN A
PROFIT.




From our
inception on August 22, 2007 to the period ended on January 31, 2009, we have
not generated any revenue. We do not currently have any revenue producing
operations. We are not currently operating




5




profitably,
and it should be anticipated that we will operate at a loss at least until such
time when the production stage is achieved, if production is, in fact, ever
achieved.




2.
WE WERE RECENTLY FORMED, AND WE HAVE NOT PROVEN THAT WE CAN GENERATE A PROFIT.
IF WE FAIL TO GENERATE INCOME AND ACHIEVE PROFITABILITY, AN INVESTMENT IN OUR
SECURITIES MAY BE WORTHLESS.




We have
no operating history and have not proved we can operate successfully. We face
all of the risks inherent in a new business. If we fail, your investment in our
common stock will become worthless. From inception on August 22, 2007 to the
period ended on January 31, 2009, we incurred a net loss of $33,667, and did not
earn any revenue. We do not currently have any revenue producing operations. The
purchase of the securities offered hereby must therefore be regarded as the
placing of funds at a high risk in a new or "start-up" venture with all the
unforeseen costs, expenses, problems, and difficulties to which such ventures
are subject.




3.
WE HAVE NO OPERATING HISTORY. THERE CAN BE NO ASSURANCE THAT WE WILL BE
SUCCESSFUL IN OUR GOLD MINERAL EXPLORATION ACTIVITIES.




We have
no history of operations. As a result of our brief operating history, there can
be no assurance that that we will be successful exploring for gold. Our success
to date in entering into ventures to acquire interests in exploration blocks is
not indicative that we will be successful in entering into any further ventures.
Any future significant growth in our mineral exploration activities will place
additional demands on our Executive Officer, and any increased scope of our
operations will present challenges due to our current limited management
resources. Our future performance will depend upon our management and their
ability to locate and negotiate additional exploration opportunities in which we
can participate. There can be no assurance that we will be successful in these
efforts. Our inability to locate additional opportunities, to hire additional
management and other personnel, or to enhance our management systems, could have
a material adverse effect on our results of operations. There can be no
assurance that our operations will be profitable.




4.
THERE IS A HIGHER RISK OUR BUSINESS WILL FAIL BECAUSE MR. RANESES, ONE OF OUR
TWO (2) OFFICERS AND A DIRECTOR, DOES NOT HAVE FORMAL TRAINING SPECIFIC TO THE
TECHNICALITIES OF MINERAL EXPLORATION.




Ms.
Coranes, our President and one of our directors, does not have formal training
as a geologist or in the technical aspects of management of a mineral
exploration company. She lacks technical training and experience with exploring
for, starting, and operating a mine. With no direct training or experience in
these areas, she may not be fully aware of the specific requirements related to
working within this industry. Her decisions and choices may not take into
account standard engineering or managerial approaches mineral exploration
companies commonly use. Consequently, our operations, earnings, and ultimate
financial success could suffer irreparable harm due to management's lack of
experience in this industry.




5.
WE ARE CONTROLLED BY OUR EXECUTIVE OFFICERS AND DIRECTORS, AND, AS SUCH, YOU MAY
HAVE NO EFFECTIVE VOICE IN OUR MANAGEMENT.




Upon the
completion of this offering, Ms. Coranes and Ms. Cabrillas, our executive
officers and directors, will beneficially own approximately fifty percent (50%)
of our issued and outstanding common stock. If less than all of the five (5)
million shares offered in this offering are sold, Ms. Coranes and Ms. Cabrillas
will own more than fifty percent (50%) of our outstanding stock and will
exercise control over all matters requiring shareholder approval, including the
possible election of additional directors and approval of significant corporate
transactions. If you purchase shares of our common stock, you may have no
effective voice in our management.




6.
WE ARE SOLELY GOVEREND BY M.S CORANCES AND MS. CABRILLAS, OUR ONLY TWO (2)
EXECUTIVE OFFICERS AND DIRECTORS, AND, AS SUCH, THERE MAY BE SIGNIFICANT RISK TO
US FROM A CORPORATE GOVERNANCE PERSPECTIVE.




6




Ms.
Coranes and Ms. Cabrillas, our only two (2) executive officers and directors
make decisions such as the approval of related party transactions, the
compensation of executive officers, and the oversight of the accounting
function. Because we only have two (2) executive officers, there may be limited
segregation of executive duties, and thus, there may not be effective disclosure
and accounting controls to comply with applicable laws and regulations, which
could result in fines, penalties and assessments against us. In addition, Ms.
Coranes and Ms. Cabrillas will exercise full control over all matters that
require the approval of a Board of Directors. Accordingly, the inherent controls
that arise from the segregation of executive duties and review and/or approval
of those duties by the Board of Directors may not prevail. Ms. Coranes and Ms.
Cabrillas will effectively have both the authority to take any actions and
review and approve those actions and, as such, there may be significant risk to
us from the corporate governance perspective.




M.
Coranes and Cabrillas exercise control over all matters requiring shareholder
approval including the approval of significant corporate transactions. We have
not voluntarily implemented various corporate governance measures, in the
absence of which, shareholders may have more limited protections against the
transactions implemented by Ms. Coranes and Ms. Cabrillas, conflicts of interest
and similar matters.




We have
not adopted corporate governance measures such as an audit or other independent
committees as we presently do not have any independent directors. Prospective
investors should bear in mind our current lack of corporate governance measures
in formulating their investment decisions.




7.
SINCE MS. CORANCES AND MS. CABRILLAS, OUR TWO (2) EXECUTIVE OFFICERS AND
DIRECTORS, ARE NOT RESIDENTS OF THE UNITED STATES, IT MAY BE DIFFICULT TO
ENFORCE ANY LIABILITIES AGAINST THEM.




Shareholders
may have difficulty enforcing any claims against us because Ms. Coranes and
Cabrillas , our only two (2) executive officers and directors, reside outside
the United States. If a shareholder desired to sue, shareholders would have to
serve a summons and complaint. Even if personal service is accomplished and a
judgment is entered against that person, the shareholder would then have to
locate the assets of that person, and register the judgment in the foreign
jurisdiction where the assets are located.




8.
BECAUSE OUR EXECUTIVE OFFICERS HAVE OTHER BUSINESS INTERESTS, THEY MAY NOT BE
ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATIONS, WHICH MAY CAUSE OUR BUSINESS TO FAIL.




It is
possible that the demands on Ms. Coranes and Ms. Cabrillas, our only two (2)
executive officers and directors, from other obligations could increase with the
result that they would no longer be able to devote sufficient time to the
management of our business. In addition, Ms. Coranes and Ms. Cabrillas may not
possess sufficient time to manage our business if the demands of managing our
business increased substantially.




9.
THE IMPRECISION OF MINERAL DEPOSIT ESTIMATES MAY PROVE ANY RESOURCE CALCULATIONS
THAT WE MAKE TO BE UNRELIABLE.




Mineral
deposit estimates and related databases are expressions of judgment based on
knowledge, mining experience, and analysis of drilling results and industry
practices. Valid estimates made at a given time may significantly change when
new information becomes available. By their nature, mineral deposit estimates
are imprecise and depend upon statistical inferences, which may ultimately prove
unreliable. Mineral deposit estimates included here, if any, have not been
adjusted in consideration of these risks and, therefore, no assurances can be
given that any mineral deposit estimate will ultimately be reclassified as
reserves. If our exploration program locates a mineral deposit, there can be no
assurances that any of such deposits will ever be classified as
reserves.




10.
WE ARE SENSITIVE TO FLUCTUATIONS IN THE PRICE OF GOLD, WHICH IS BEYOND OUR
CONTROL. THE PRICE OF GOLD AND IS VOLATILE AND PRICE CHANGES ARE BEYOND OUR
CONTROL.




7




The price
of gold and can fluctuate. The prices of gold and have been and will continue to
be affected by numerous factors beyond our control. Factors that affect the
price of gold and include the demand from consumers for products that use gold,
economic conditions, over supply from secondary sources and costs of production.
Price volatility and downward price pressure, which can lead to lower prices,
could have a material adverse effect on the costs or the viability of our
projects.




11.
MINERAL EXPLORATION AND PROSPECTING IS HIGHLY COMPETITIVE AND A SPECULATIVE
BUSINESS AND WE MAY NOT BE SUCCESSFUL IN SEEKING AVAILABLE
OPPORTUNITIES.




The
process of mineral exploration and prospecting is a highly competitive and
speculative business. In seeking available opportunities, we will compete with a
number of other companies, including established, multi-national companies that
have more experience and resources than us. We compete with other exploration
companies looking for gold and copper deposits. Because we may not have the
financial and managerial resources to compete with other companies, we may not
be successful in our efforts to acquire projects of value, which, ultimately,
become productive. However, while we compete with other exploration companies,
there is no competition for the exploration or removal of minerals from our
claims.




12.
COMPLIANCE WITH ENVIRONMENTAL CONSIDERATIONS AND PERMITTING COULD HAVE A
MATERIAL ADVERSE EFFECT ON THE COSTS OR THE VIABILITY OF OUR PROJECTS. THE
HISTORICAL TREND TOWARD STRICTER ENVIRONMENTAL REGULATION MAY CONTINUE, AND, AS
SUCH, REPRESENTS AN UNKNOWN FACTOR IN OUR PLANNING PROCESSES.




All
mining is regulated by the government agencies at the Federal and Provincial
levels of government in the Philippines. Compliance with such regulation has a
material effect on the economics of our operations and the timing of project
development. Our primary regulatory costs have been related to obtaining
licenses and permits from government agencies before the commencement of mining
activities. An environmental impact study that must be obtained on each property
in order to obtain governmental approval to mine on the properties is also a
part of the overall operating costs of a mining company.




The
possibility of more stringent regulations exists in the areas of worker health
and safety, the dispositions of wastes, the decommissioning and reclamation of
mining and milling sites and other environmental matters, each of which could
have an adverse material effect on the costs or the viability of a particular
project. Compliance with environmental considerations and permitting could have
a material adverse effect on the costs or the viability of our
projects.




13.
MINING AND EXPLORATION ACTIVITIES ARE SUBJECT TO EXTENSIVE REGULATION BY FEDERAL
AND PROVINCIAL GOVERNMENTS. FUTURE CHANGES IN GOVERNMENTS, REGULATIONS AND
POLICIES, COULD ADVERSELY AFFECT OUR RESULTS OF OPERATIONS FOR A PARTICULAR
PERIOD AND OUR LONG-TERM BUSINESS PROSPECTS.




Mining
and exploration activities are subject to extensive regulation by government.
Such regulation relates to production, development, exploration, exports, taxes
and royalties, labor standards, occupational health, waste disposal, protection
and remediation of the environment, mine and mill reclamation, mine and mill
safety, toxic substances and other matters. Compliance with such laws and
regulations has increased the costs of exploring, drilling, developing,
constructing and operating mines and other facilities. Furthermore, future
changes in governments, regulations and policies could adversely affect our
results of operations in a particular period and our long-term business
prospects.




The
development of mines and related facilities is contingent upon governmental
approvals, which are complex and time consuming to obtain and which, depending
upon the location of the project, involve various governmental agencies. The
duration and success of such approvals are subject to many variables outside our
control.




RISKS
RELATED TO OUR FINANCIAL CONDITION AND BUSINESS MODEL




8




1.
WE HAVE NOT PAID ANY CASH DIVIDENDS ON OUR SHARES OF COMMON STOCK AND DO NOT
ANTICIPATE PAYING ANY SUCH DIVIDENDS IN THE FORESEEABLE FUTURE.




Payment
of future dividends, if any, will depend on our earnings and capital
requirements, our debt facilities and other factors considered appropriate by
our Board of Directors. To date, we have not paid any cash dividends on our
common stock and do not anticipate paying any such dividends in the foreseeable
future.




2.
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.




We will
need to obtain additional financing in order to complete our business plan. We
currently do not have any operations and we have no income. We do not have any
arrangements for financing and we may not be able to find such financing, if
required. Obtaining additional financing would be subject to a number of
factors, including investor acceptance of mineral claims and investor sentiment.
These factors may adversely affect the timing, amount, terms, or conditions of
any financing that we may obtain or make any additional financing unavailable to
us.




3.
IF WE DO NOT CONDUCT MINERAL EXPLORATION ON OUR MINERAL CLAIMS AND KEEP THE
CLAIMS IN GOOD STANDING, THEN OUR RIGHT TO THE MINERAL CLAIMS WILL LAPSE AND WE
WILL LOSE EVERYTHING THAT WE HAVE INVESTED AND EXPENDED TOWARDS THESE
CLAIMS.




We must
complete mineral exploration work on our mineral claims and keep the claims in
good standing. If we do not fulfill our work commitment requirements on our
claims or keep the claims in good standing, then our right to the claims will
lapse and we will lose all interest that we have in these mineral
claims.




4.
BECAUSE OF OUR LIMITED RESOURCES AND THE SPECULATIVE NATURE OF OUR BUSINESS,
THERE IS A SUBSTANTIAL DOUBT AS TO OUR ABILITY TO CONTINUE AS A GOING
CONCERN.




The
report of our independent auditors, on our audited financial statements for the
period ended January 31, 2009, indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. Our
continued operations are dependent on our ability to obtain financing and upon
our ability to achieve future profitable operations from the development of our
mineral properties. If we are not able to continue as a going concern, it is
likely investors will lose their investment.




RISKS
RELATED TO THIS OFFERING AND OUR STOCK




1.
WE WILL NEED TO RAISE CAPITAL, WHICH WILL DILUTE THE TOTAL NUMBER OF SHARES
ISSUED AND OUTSTANDING. THERE CAN BE NO ASSURANCE THAT THIS ADDITIONAL CAPITAL
WILL BE AVAILABLE OR ACCESSIBLE BY US.




We will
need to raise capital by issuing additional shares of common stock and will,
thereby, increase the number of common shares outstanding. There can be no
assurance that this capital will be available to meet these continuing
exploration and development costs or, if the capital is available, that it will
be available on terms acceptable to us. If we are unable to obtain financing in
the amounts and on terms deemed acceptable, our business and future success will
almost certainly be adversely affected. If we are able to raise additional
capital, we cannot be assured that it will be on terms that enhance the value of
our common shares.




2.
IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON
STOCK IN THE FUTURE, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.




The most
likely source of future financing presently available to us is through the sale
of shares of our common stock. Any sale of common stock will result in dilution
of equity ownership to existing shareholders. This means that if we sell shares
of our common stock, more shares will be outstanding and




9




each
existing shareholder will own a smaller percentage of the shares then
outstanding. To raise additional capital we may have to issue additional shares,
which may substantially dilute the interests of existing shareholders.
Alternatively, we may have to borrow large sums, and assume debt obligations
that require us to make substantial interest and capital payments.




3.
THERE IS NO MARKET FOR OUR COMMON STOCK, WHICH LIMITS OUR SHAREHOLDERS' ABILITY
TO RESELL THEIR SHARES OR PLEDGE THEM AS COLLATERAL.




There is
currently no public market for our shares, and we cannot assure you that a
market for our stock will develop. Consequently, investors may not be able to
use their shares for collateral or for loans and may not be able to liquidate at
a suitable price in the event of an emergency. In addition, investors may not be
able to resell their shares at or above the price they paid for them or may not
be able to sell their shares at all.




4.
IF A PUBLIC MARKET FOR OUR STOCK IS DEVELOPED, FUTURE SALES OF SHARES COULD
NEGATIVELY AFFECT THE MARKET PRICE OF OUR COMMON STOCK.




If a
public market for our stock is developed, then sales of our common stock in the
public market could adversely affect the market price of our common stock. There
are at present 10,000,000 shares of our common stock issued and
outstanding.




5.
OUR STOCK IS A PENNY STOCK. TRADING OF OUR STOCK MAY BE RESTRICTED BY THE SEC'S
PENNY STOCK REGULATIONS AND THE NASD’S SALES PRACTICE REQUIREMENTS, WHICH MAY
LIMIT A STOCKHOLDER'S ABILITY TO BUY AND SELL OUR STOCK.




Our
common shares may be deemed to be “penny stock” as that term is defined in
Regulation Section “240.3a51 -1” of the Securities and Exchange Commission (the
“SEC”). Penny stocks are stocks: (a) with a price of less than U.S. $5.00 per
share; (b) that are not traded on a “recognized” national exchange; (c) whose
prices are not quoted on the NASDAQ automated quotation system (NASDAQ - where
listed stocks must still meet requirement (a) above); or (d) in issuers with net
tangible assets of less than U.S. $2,000,000 (if the issuer has been in
continuous operation for at least three (3) years) or U.S. $5,000,000 (if in
continuous operation for less than three (3) years), or with average revenues of
less than U.S. $6,000,000 for the last three (3) years.




Section
“15(g)” of the United States Securities Exchange Act of 1934, as amended, and
Regulation Section “240.15g(c)2” of the SEC require broker dealers dealing in
penny stocks to provide potential investors with a document disclosing the risks
of penny stocks and to obtain a manually signed and dated written receipt of the
document before effecting any transaction in a penny stock for the investor’s
account. Potential investors in our common shares are urged to obtain and read
such disclosure carefully before purchasing any common shares that are deemed to
be “penny stock”.




Moreover,
Regulation Section “240.15g -9” of the SEC requires broker dealers in penny
stocks to approve the account of any investor for transactions in such stocks
before selling any penny stock to that investor. This procedure requires the
broker-dealer to: (a) obtain from the investor information concerning his or her
financial situation, investment experience and investment objectives; (b)
reasonably determine, based on that information, that transactions in penny
stocks are suitable for the investor and that the investor has sufficient
knowledge and experience as to be reasonably capable of evaluating the risks of
penny stock transactions; (c) provide the investor with a written statement
setting forth the basis on which the broker dealer made the determination in
(ii) above; and (d) receive a signed and dated copy of such statement from the
investor confirming that it accurately reflects the investor’s financial
situation, investment experience and investment objectives. Compliance with
these requirements may make it more difficult for investors in our common shares
to resell their common shares to third parties or to otherwise dispose of them.
Stockholders should be aware that, according to SEC Release No. 34-29093, dated
April 17, 1991, the market for penny stocks has suffered in recent years from
patterns of fraud and abuse. Such patterns include:




10




(i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer;




(ii)
manipulation of prices through prearranged matching of purchases and sales and
false and misleading press releases;




(iii)
boiler room practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons;




(iv) excessive
and undisclosed bid-ask differential and mark-ups by selling broker-dealers;
and




(v)  the
wholesale dumping of the same securities by promoters and broker-dealers after
prices have been manipulated to a desired level, along with the resulting
inevitable collapse of those prices and with consequent investor
losses.




Our
management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the
behaviour of the market or of broker-dealers who participate in the market,
management will strive within the confines of practical limitations to prevent
the described patterns from being established with respect to our
securities.







ITEM
1B.   UNRESOLVED STAFF COMMENTS







There are
no unresolved staff comments at the date of this Form 10-K.








ITEM
2.  PROPERTIES







We are
presently in the pre-exploration stage. We intend to undertake pre-exploration
work on the mineral claim. The Tabuk Gold project consists of one (1) unpatented
mineral claim, located 30 kilometres northwest of the city of Tabuk at Universal
Transverse Mercator co-ordinates Latitude 17°25’00”N and Longitude 121°26’00”E.
The mineral claim was assigned to us by Abacus Ventures Ltd. and said assignment
was filed with the Mineral Resources Department of the Ministry of Energy and
Mineral Resources of the Government of the Republic of the
Philippines.




There are
no known environmental concerns or parks designated for any area contained
within the claims. The property has no encumbrances. As advanced exploration
proceeds, there may be bonding requirements for reclamation.




We have
purchased a one hundred percent interest (100%) in the Tabuk Gold
property.





Tabuk
Gold




Tabuk
Gold, located about 30 km Northwest of the city of Tabuk, (closest city) lies 30
km Southeast of Tabuk and 25 km Northeast of Bangued, is a gold exploration
project, located 20 km East of the past producing Agote Gold Mine. The claims
are accessible by all weather government maintained roads to the town of Tabuk
(to the Southeast) and to Bangued to the North East. Year round deep sea port
facilities at Tabuk and a skilled population base found between Tabuk and
Bangued are readily available.




The past
producing mines yielded 35 million ounces of gold during the years 1926 and
2000.




The
district is immensely rich in mineral resources. The high elevation forest of
the district have concentrations of heavy minerals like Ilmenite, Rutile,
Monosite and Zircon which offer scope of exploitation for industrial
purpose.




11




A
recommended two phased mineral exploration program consisting of air photo
interpretation, geological mapping, geochemical soil sampling and geophysical
surveying will enhance the targets for diamond drilling. This exploration
program to fully evaluate the prospects of the Tabuk Gold mine, at a cost of Php
1,863,000 is fully warranted to be undertaken.




We are an
exploration stage company and we cannot provide assurance to investors that our
mineral claims contains a commercially exploitable mineral deposit, or reserve,
until appropriate exploratory work is conducted and an evaluation by a
professional geologist of the exploration program concludes economic
feasibility.




All
numbers referenced in this registration statement in United States dollars
(“USD”) and have been calculated from Philippine pesos (“Php”) to USD at an
exchange rate of $42.25983 Php per one USD on April 30, 2008.




Location,
Access, Topographic and Physical Environment




The Tabuk
Gold property is accessible from Tabuk by traveling on the country’s only
highway system which for the most part consists of one lane in each direction
and by taking an all weather gravel road. Tabuk lies in a non-active seismic
area, which means that it is free from major earthquakes. The city was formed in
the so-called Carbon period, some three hundred fifty (350) million years ago.
During this period, large shallow marshes were formed with abundant vegetation.
The rotting plants and trees in these marshes turned into peat and later into
coal. The town still has large coal reserves, the basis for the city’s coal
mining industry of today.




The
Philippines is situated between 5 and 22 degrees north latitude. This means the
country falls within the so-called tropical climate zone, a zone characterized
by high temperatures the whole year round, relatively high rainfall and lush
vegetation. Rainfall on the city can occur in every month, but the wettest
months are October, November and December. Annual rainfall is approximately 1.5
meters. Due to the steep, deforested mountains, on average sixty percent (60%)
of the rainwater runs off fast to the sea. The remaining forty percent (40%)
partly evaporates and seeps through to the island’s underground water
aquifer.




Tabuk has
an experienced workforce and will provide all the necessary services needed for
an exploration and development operation, including police, hospitals,
groceries, fuel, helicopter services, hardware and other necessary items.
Drilling companies and assay facilities are present in Tabuk.





Regional
Geology of the Area




The hilly
terrains and the middle level plain contain crystalline hard rocks such as
charnockites, granite gneiss, khondalites, leptynites, metamorphic gneisses with
detached occurrences of crystalline limestone, iron ore, quartzo-feldspathic
veins and basic intrusive such as dolerites and anorthosites. Coastal zones
contain sedimentary limestone, clay, laterites, heavy mineral sands and silica
sands. The hill ranges are sporadically capped with laterites and bauxites of
residual nature. Gypsum and phosphatic nodules occur as sedimentary veins in
rocks of the cretaceous age. Gypsum of secondary replacement occurs in some of
the areas adjoining the foothills of the Western Ghats. Lignite occurs as
sedimentary beds of tertiary age. The Black Granite and other hard rocks are
amenable for high polish. These granites occur in most of the districts except
the coastal area.




Recommended
Exploration Work




Previous
exploration work has not, to our management’s knowledge, included any attempt to
drill the structure on the Tabuk Gold property. Records indicate that no
detailed exploration has been completed.




To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the property itself is underlain by sediments and
volcanics. The intrusive also consist of a large mass of granodiorite towards
the western most point of the property.




12




The area
consists of interlayered chert, argillite and massive andesitic to basaltic
volcanics. The volcanics are hornfelsed, which commonly contain minor pyrite and
pyrrhotite.




COMPLIANCE
WITH GOVERNMENT REGULATION




We will
be required to conduct all mineral exploration activities in accordance with the
federal and provincial regulations in the Philippines. Such operations are
subject to various laws governing land use, the protection of the environment,
production, exports, taxes, labor standards, occupational health, waste
disposal, toxic substances, well safety and other matters. Unfavourable
amendments to current laws, regulations and permits governing operations and
activities of resource exploration companies, or more stringent implementation
thereof, could have a materially adverse impact and cause increases in capital
expenditures which could result in a cessation of operations.




EMPLOYEES




At
present, we have no employees. We anticipate that we will be conducting most of
our business through agreements with consultants and third parties.







ITEM
3. LEGAL PROCEEDINGS







There are
no legal proceedings to which the Company is a party or to which the Tabuk Gold
Claim is subject, nor to the best of management’s knowledge are any material
legal proceedings contemplated.











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





There has
been no Annual General Meeting of Stockholders since the Company’s date of
inception.  Management hopes to hold an Annual General Meeting of
Stockholders during 2009.





PART
l l







ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED


STOCKHOLDER
MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES







Since
inception, there has been no trading in the Company’s shares due to having not
applied to any stock exchange of quotation system.   The Company
is hoping to be quoted on the OTCBB but there is no guarantee it will ever be
quoted thereon.  The Company has not paid any dividends on its common
stock, and it does not anticipate that it will pay dividends in the foreseeable
future.  As at January 31, 2009, the Company had 48 shareholders; two
of these shareholders are an officers and director of the Company.





There are
no warrants or rights outstanding as of the date of this Form 10-K and none have
been declared since the date of inception.





No stock
options have been granted since the Company’s inception.




There are
no outstanding conversion privileges for our Company’s
shares.


13







ITEM
6.  SELECTED FINANCIAL DATA











The
following summary financial data was derived from our financial statements. This
information is only a summary and does not provide all the information contained
in our financial statements and related notes thereto.  You should
read the “Management’s Discussion and Analysis or Plan of Operations” and our
financial statements and related noted included elsewhere in this Form
10-K.





August
      22,2007Ended
            
            
            Ended
            
            
            (Inception)January
      31,2009
            
            
            January
      31,2008
            
            
            through
      January 31,2009REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -EXPENSESAcquisition
      and exploration costs
            
            
            0
            
            
            
            5,000
            
            
            
            5,000Administrative
            
            
            21,167
            
            
            
            7,500
            
            
            
            28,667Total
      expenses
            
            
            21,167
            
            
            
            12,500
            
            
            
            33,667Net
      Loss
            
            $
            (21,167
            )
            
            $
            (12,500
            )
            
            $
            (33,667
            )NET
      LOSS PER COMMON SHAREBasic
      and Diluted
            
            $
            -
            
            
            $
            -AVERAGE
      OUTSTASNDING SHARESBasic
      (stated in 1000's)
            
            
            10,000
            
            
            
            10,000





14


Balance
Sheet Data





As
      of
            
            
            As
      ofJanuary
      31
            
            
            January
      312009
            
            
            2008ASSETSTotal
      Current Assets
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' EQUITYAccounts
      payable
            
            $
            1,358
            
            
            $
            -Loan
      from related parties
            
            
            22,309
            
            
            
            2,500Total
      Current Liabilities
            
            
            23,667
            
            
            
            2,500STOCKHOLDERS'
      EQUIRY - (deficiency)Common
      Stock, $0.001 par value, 100,000,000 shares authorized;10,000,000
      shares issued and outstanding
            
            
            10,000
            
            
            
            10,000Accumulated
      deficit during the pre-exploration stage
            
            
            (33,667
            )
            
            
            (12,500
            )Total
      Stockholders' Deficit
            
            
            (23,667
            )
            
            
            (2,500
            )Total
      Liabilities and Stockholders' Equity
            
            $
            -
            
            
            $
            -





Our
historical results do not necessary indicate results expected for any future
periods.










ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS


OF
FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS








We
presently have minimal day-to-day operations; mainly comprising filing on an
annual basis the Annual Report of Directors and Officers with the Secretary of
State of Nevada and preparing the various reports required to be filed with the
United States Securities and Exchange Commission (the “SEC”); being Forms 10-K
and 10-Qs.




We are a
start-up, exploration stage company, have a limited operating history and have
not yet undertaken any exploration activity or generated or realized any
revenues from our sole property, the Tabuk Gold Claim. As our property is in the
early stage of exploration and there is no reasonable likelihood that revenue
can be derived from the property in the foreseeable future.  There can
be no assurance that a commercially viable mineral deposit, an ore reserve,
exists on the Tabuk Gold Claim or can be shown to exist unless and until
sufficient and appropriate exploration work is carried out and a comprehensive
evaluation of such work concludes economic and legal feasibility. Such work
could take many years of exploration and would require expenditure of very
substantial amounts of capital, capital




Our
auditors have issued a going concern opinion. This means that our auditors
believe there is substantial doubt that we can continue as an on-going business
for the next twelve months unless we obtain additional capital to pay our bills.
This is because we have not generated any revenues and no




15




revenues are anticipated until we begin
removing and selling minerals. Accordingly, we must raise cash from sources
other than the sale of minerals found on the Tabuk Gold Claim.  As an
exploration stage company we have experienced losses and we expect to continue
to experience losses for the foreseeable future. Our only potential source for
cash at this time is investment by others in our Company or loan advances to us
by our officers or directors.  We must raise cash to continue our
exploration program and stay in business.




To meet
our need for cash we must raise additional capital.  We will attempt
to raise additional money through a private placement, public offering or
through loans from our directors and officers.  We have discussed this
matter with our officers and directors. However, our officers and directors are
unwilling to make any commitments as to the amount of money they are prepared to
advance in the future.  At the present time, we have not made any
arrangements to raise additional cash. We require additional cash to continue
operations. Such operations could take many years of exploration and would
require expenditure of very substantial amounts of cash, cash we do not
presently have and may never be able to raise. If we cannot raise this
additional cash we will have to abandon our exploration activities and go out of
business.




We
estimate we will require approximately $18,600 in cash over the next twelve
months. Our cash on hand will not enable us to continue in business for
approximately 12 months.  We will need additional funds either through
the sale of additional shares of our common stock or from advances made by our
officers or directors.




Alternatively
we may attempt to interest other companies to undertake exploration work on the
Tabuk Gold Claim through joint venture arrangement or even the sale of part of
the Tabuk Gold Claim. Neither of these avenues has been pursued as of the date
of this Form 10-K.




Since we
do not presently have the requisite funds, we are unable to complete the
recommended exploration program until we raise more money or find a joint
venture partner to complete the exploration work.  If we cannot find a
joint venture partner and do not raise more money, we will be unable to complete
any work recommended by our independent professional engineer.  If we
are unable to finance exploration activities, we may have no alternative but to
go out of business.




We do not
intend to hire any employees at this time. Any work undertaken on the property
will be conducted by unaffiliated independent contractors that we will hire. The
independent contractors will be responsible for surveying, geology, engineering,
exploration, and excavation. The geologists will evaluate the information
derived from the exploration and excavation and the engineers will advise us on
the economic feasibility of removing the mineralized material.




Limited Operating History; Need for
Additional Capital




There is
no historical financial information about us upon which to base an evaluation of
our performance as an exploration corporation. We are an exploration stage
company and have not generated any revenues from our exploration activities.
Further, we have not generated any revenues since our formation on August 22,
2007.  We cannot guarantee we will be successful in our exploration
activities. 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 invest into the exploration of our property
before we start production of any minerals we may find. We must obtain equity or
debt financing to provide the capital required to fully implement our phased
exploration program.We have no
assurance that financing will be available to us on acceptable terms. If
financing is not available on satisfactory terms, we will be unable to commence,
continue, develop or expand our exploration activities. Even if available,
equity financing could result in additional dilution to existing
shareholders.




Trends




16




We are in
the explorations stage, have not generated any revenue and have no prospects of
generating any revenue in the foreseeable future.  We are unaware of
any known trends, events or uncertainties that have had, or are reasonably
likely to have, a material impact on our business or income, either in the long
term of short term.




Critical
Accounting Policies




Our
discussion and analysis of its financial condition and results of operations,
including the discussion on liquidity and capital resources, are based upon our
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America. The preparation
of these financial statements requires us to make estimates and judgments that
affect the reported amounts of assets, liabilities, revenues and expenses, and
related disclosure of contingent assets and liabilities. On an ongoing basis,
management re-evaluates its estimates and judgments.




The going
concern basis of presentation assumes we will continue in operation throughout
the next fiscal year and into the foreseeable future and will be able to realize
our assets and discharge our liabilities and commitments in the normal course of
business. Certain conditions, discussed below, currently exists which raise
substantial doubt upon the validity of this assumption. The financial statements
do not include any adjustments that might result from the outcome of the
uncertainty.




Our intended exploration activities are
dependent upon our ability to obtain third party financing in the form of debt
and equity and ultimately to generate future profitable exploration activity or
income from its investments. As of January 31, 2009, we have not generated
revenues, and have experienced negative cash flow from minimal exploration
activities. We may look to secure additional funds through future debt or equity
financings. Such financings may not be available or may not be available on
reasonable terms.




Overview




Our
financial statements contained herein have been prepared on a going concern
basis, which assumes that we will be able to realize our assets and discharge
our obligations in the normal course of business. We incurred net losses from
operations for the period from inception on August 22, 2007 to January 31, 2009
of $33,667. We did not earn any revenues during the aforementioned
period.




Our
financial statements included in this Form 10-K have been prepared without any
adjustments that would be necessary if we become unable to continue as a going
concern and are therefore required to realize upon our assets and discharge our
liabilities in other than the normal course of operations.




Liquidity
and Capital Resources




Our
non-elective expenses over the next twelve months are expected to be as
follows:





ExpensesAccounting
      and audit
            
            $
            5,500Edgar
      filing costs
            
            
            500Office
      and Legal expenses
            
            
            10,000Transfer
      agent fees
            
            
            100Estimated
      expenses for the next twelve months
            
            
            18,600Add:
      Account payable – unrelated parties at March 31, 2008
            
            
            0Subtotal:
            
            
            18,600Less:
      Cash on hand
            
            
            0Estimated
      funds required over the next twelve months
            
            $
            18,600




Our
future operations are dependent upon our ability to obtain third party financing
in the form of debt and equity and ultimately to generate future profitable
operations. As of January 31, 2008, we have not generated revenues, and have
experienced negative cash flow from operations. We may look to
secure




17




additional
funds through future debt, equity financings or advances from our officers and
directors. These sources of financing may not be available or may not be
available on reasonable terms.




Year
ended January 31, 2009




We
incurred expenses of $21,167 for the year ended January 31, 2008:




Expenses
            
            For
      the year
              ended
              January 31, 2009Accounting
      and Audit Fees
            
            $
            1,500Legal
      Fees
            
            
            19,272Transfer
      Agent
            
            
            395Total
            
            $
            21,167








Balance
Sheet





Total
cash as at January 31, 2008, was Nil.  Our working capital deficiency
as of January 31, 2009 was $33,667.  If amounts owed to related
parties are excluded there is still a working capital deficit of
Nil.





Total
shareholders’ deficit as of January 31, 2009 was $23,667.  Total
shares outstanding as of January 31, 2009, were 10,000,000.





CERTAIN
TRANSACTIONS




There
have been no transactions, or proposed transactions, which have materially
affected or will materially affect us in which any director, executive officer,
or beneficial holder of more than 10% of the outstanding common stock, or any of
their respective relatives, spouses, associates or affiliates has had or will
have any direct or material indirect interest, except as follows:




On April
30, 2008 we completed a private placement consisting of 10,000,000 common shares
at a price of $0.001 per shares to our directors and officers for a total
consideration of $10,000. Our president, Crystal Coranes, subscribed for
4,000,000 common shares whereas our secretary treasurer, Rizalyn Cabrillas,
subscribed for 1,000,000 common shares of the above noted private
placement.








ITEM
7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK


Market
Information





There are
no common shares subject to outstanding options, warrants or securities
convertible into common equity of our Company.




The
number of shares subject to Rule 144 is 10,000,000





There are
no shares being offered to the public other than indicated in our effective
registration statement and no shares have been offered pursuant to an employee
benefit plan or dividend reinvestment plan.





While our
shares are not traded on the OTCBB although we are planning to file a Form 211
though a market maker with will allow, if approved, to be quoted on the
OTCBB   Although the OTCBB does not have any listing requirements
per se, to be eligible for quotation on the OTCBB, we must remain current in our
filings with the SEC; being as a minimum Forms 10-Q and
10-K.  Securities already quoted on the


18


OTCBB
that become delinquent in their required filings will be removed following a 30
or 60 day grace period if they do not make their filing during that
time.





In the
future our common stock trading price, if it is ever approved for quotation on
the OTCBB, might be volatile with wide fluctuations.  Things that
could cause wide fluctuations in our trading price of our stock could be due to
one of the following or a combination of several of them:





●
            our
      variations in our operations results, either quarterly or
      annually;●
            trading
      patterns and share prices in other exploration companies which our
      shareholders consider similar to ours;●
            the
      exploration results on the Imperial Claim, and●
            other
      events which we have no control
over.





In
addition, the stock market in general, and the market prices for thinly traded
companies in particular, have experienced extreme volatility that often has been
unrelated to the operating performance of such companies. These wide
fluctuations may adversely affect the trading price of our shares regardless of
our future performance.  In the past, following periods of volatility
in the market price of a security, securities class action litigation has often
been instituted against such company. Such litigation, if instituted, whether
successful or not, could result in substantial costs and a diversion of
management’s attention and resources, which would have a material adverse effect
on our business, results of operations and financial conditions.











ITEM
8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA








The
financial statements attached to this Form 10-K for the year ended January 31,
2009 have been audited by our independent registered accountants, Rex Madsen
CPA, and attached hereto.








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










During
the year ended January 31, 2009, to the best of our knowledge, there have been
no disagreements with Madsen &Associates, CPA’s Inc., on any matters of
accounting principles or practices, financial statement disclosure, or audit
scope procedures, which disagreement if not resolved to the satisfaction of Rex
Madsen CPA, would have caused them to make a reference in connection with its
report on the financial statements for the year.








ITEM
9A – CONTROLS AND PROCEDURES










Our
management, on behalf of the Company, has considered certain internal control
procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which
accomplishes the following:




Internal
controls are a mechanism to ensure objectives are achieved and are under the
supervision of the Company’s our president and principal executive director,
being Crystal Coranes, and secretary treasurer and principal financial director,
being Rizalyn Cabrillas. Good controls encourage efficiency, compliance with
laws and regulations, sound information, and seek to eliminate fraud and
abuse.




19




These
control procedures provide reasonable assurance regarding the reliability of
financial reporting and the preparation of the Company’s financial statements
for external purposes in accordance with U.S. generally accepted accounting
principles.




Internal
control is "everything that helps one achieve one's goals - or better still, to
deal with the risks that stop one from achieving one's goals."




Internal
controls are mechanisms that are there to help the Company manage risks to
success.




Internal controls is about getting
things done (performance) but also about ensuring that they are done properly
(integrity) and that this can be demonstrated and reviewed (transparency and
accountability).In other words, control activities are the
policies and procedures that help ensure the Company’s management directives are
carried out. They help ensure that necessary actions are taken to address risks
to achievement of the Company’s objectives. Control activities occur throughout
the Company, at all levels and in all functions. They include a range of
activities as diverse as approvals, authorizations, verifications,
reconciliations, reviews of operating performance, security of assets and
segregation of duties.




As of
January 31, 2009, the management of the Company assessed the effectiveness of
the Company’s internal control over financial reporting based on the criteria
for effective internal control over financial reporting established in Internal
Control—Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission (“COSO”) and SEC guidance on conducting such
assessments.  Management concluded, during the year ended January 31,
2008, internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules.  Management realized there
are deficiencies in the design or operation of the Company’s internal control
that adversely affected the Company’s internal controls which management
considers being material weaknesses.





In the
light of management’s review of internal control procedures as they relate to
COSO and the SEC the following were identified:





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





●              The
Company has limited segregation of duties which is not consistent with good
internal control procedures.





●              The
Company does not have a written internal control procedurals manual which
outlines the duties and reporting requirements of the Directors and any staff to
be hired in the future.  This lack of a written internal control
procedurals manual does not meet the requirements of the SEC or good internal
control.





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





Management
feels the weaknesses identified above, being the latter three, have not had any
affect on the financial results of the Company. Management will have to address
the lack of independent members on the Audit Committee and identify an “expert”
for the Committee to advise other members as to correct accounting and reporting
procedures.





The
Company and its management will endeavor to correct the above noted weaknesses
in internal control once it has adequate funds to do so.  By
appointing independent members to the Audit Committee and using the services of
an expert on the Committee will greatly improve the overall performance of the
Audit Committee.   With the addition of other Board Members and
staff the segregation of duties issue will be address and will no longer be a
concern to management.  By having a written policy
manual


20


outlining
the duties of each of the officers and staff of the Company will facilitate
better internal control procedures.





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










ITEM
9A (T) – CONTROLS AND PROCEDURES







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











ITEM
9 B – OTHER INFORMATION










There are
no matters required to be reported upon under this Item.





PART
111







ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE










Information
about our executive officers and directors follows:




NAME
            
            AGE
            
            POSITION
      AND TERM OF OFFICE
            
            ADDRESSCrystal
      S. Coranes
            
            26
            
            President
      and Director
            29
      Cagayan De Oro St, Alabang Hills Village, Cupang Muntinlupa,
      PhilippinesRizalyn
      R. Cabrillas
            
            28
            
            Treasurer,
      Secretary and Director
            340
      Basa Compound Zapote Las Pinas, City Metro Manila,
    Philippines




At
present, we have two (2) executive officers and directors. Our Bylaws provide
for a Board of Directors (“Board”) ranging from one (1) to nine (9) members,
with the exact number to be specified by the Board. All directors will hold
office until the next annual meeting of the stockholders following their
election and until their successors have been duly elected and qualified. The
Board appoints officers. Officers will hold office until the next annual meeting
of our Board following their appointment and until their successors have been
appointed and qualified.




Background of officers and
directors




Set the
below is a brief description of the recent employment and business experience of
our two (2) executive officers and directors, Ms. Coranes and Ms.
Cabrillas:




Crystal
S. Coranes– President and
Director


Ms.
Coranes was born on December 18, 1983. From 2003 through 2006, Ms. Coranes
attended the University of the Philippines in Manila, Philippines and obtained a
Bachelor of Science degree in Geology. From 2006 to the present, Ms. Coranes has
been employed by Lee Mining LLC as a junior geologist where she is currently
responsible for coordinating, supervising and undertaking field work and
reporting finding related to such work to the company’s chief geologist. She is
also responsible for making recommendations as to the merits of property based
upon data obtaining from any testing performed during field work on such
property.


21






Rizalyn
R. Cabrillas – Secretary,
Treasurer and Director




Ms.
Cabrillas attended and attained a High School Diploma from Bernardo College, Las
Pinas City, Philippines in 1996. She thereafter attended the Parmantasan ng
Lungsod ng Pasay in University in Pasay City, Philippines and attained a
Bachelor of Science degree in Geology in 2000.




Since
2000 to the present, Ms. Cabrillas has been employed by AKA Minerals Inc. of
Manila, Philippines as a Junior Geologist and is responsible for surveying the
properties owned by AKA Minerals Inc. in the Philippines and Malaysia for
mineral potential and reviewing the results of surveys with senior
geologists.




Board
of Directors





Since
inception our Board has held no meetings and our Audit Committee held no
meetings.





Below is
a description of the Audit Committee of the Board of Directors.





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





Our audit
committee is comprised of Crystal Coranes, our President, and Rizalyn Cabrillas,
our Director. Neither Ms. Coranes nor Ms. Cabrillas can be considered an “audit
committee financial expert” as defined in Item 401 of Regulation S-B although
Mrs Francis has performed accounting services for a number of
years.





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





Audit
Committee Financial Expert





Our board
of directors has determined that we do not have a board member that qualifies as
an "audit committee financial expert "as defined in Item 401(e) of Regulation
S-B, nor do we have a board member that qualifies as "independent" as the term
is used in Item7(d)(3)(iv)(B) of Schedule 14A under the Securities Exchange Act
of 1934, as amended, and as defined by Rule 4200(a)(14) of the NASD
Rules.





We
believe that our current audit committee is capable of analyzing and evaluating
our financial statements and understanding internal controls and procedures for
financial reporting. We believe that retaining an independent director who would
qualify as an "audit committee financial expert" would be overly costly and
burdensome and is not warranted in our circumstances given the stage of our
development and the fact that we have not generated any positive cash flows from
operations to date.





As and
when we generate revenue in the future, we intend to identify and appoint a
financial expert to serve on our audit committee.





Conflicts
of Interest


While
none of our officers and directors is a director or officer of any other company
involved in the mining industry there can be no assurance such involvement will
not occur in the future.  Such involvement could create a conflict of
interest.





22


Significant
Employees





We have
no paid employees as such. Our Officers and Directors fulfill many of the
functions that would otherwise require Imperial to hire employees or outside
consultants.





Family
Relationships





Our
President and our Secretary Treasurer are unrelated.





Involvement
in Certain Legal Proceedings





To the
knowledge of the Company, during the past five years, none of our directors or
executive officers:





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





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





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





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


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


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





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





(5)
            was
      found by a court of competent jurisdiction in a civil action or by the SEC
      to have violated any federal or state securities law, and the judgment in
      such civil action or finding by the SEC 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.








ITEM
11.      EXECUTIVE COMPENSATION










To date
we have no employees other than our officers.  No compensation has
been awarded, earned or paid to our officers.  We have no employment
agreements with any of our officers.  We do not contemplate entering
into any employment agreements until such time as we have proven mineral
reserves.








23


Summary
Compensation Table





Long Term CompensationAnnual Compensation
            Award
            Payouts





(a)
            
            (b)
            
            
            (c)
            
            
            (e)
            
            
            (f)
            
            
            (g)
            
            
            (h)
            
            
            (i)Name
      and
              Principal position
            
            Year
            
            
            Salary
            
            
            Other
              annual
              Comp.
              ($)
            
            
            Restricted
              stock
              awards
              ($)
            
            
            Options/
              SAR
              (#)
            
            
            LTIP
              Pay-outs
              ($)
            
            
            All
      other
              Comp-
              ensation
              ($)Crystal
      Coranes
              President
      and Principal Executive Director
            
            
            2007
              2008
              2009
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-Rizalyn
      Cabrillas Principal Financial Director,  Principal Accounting
      Director and Secretary Treasurer
            
            
            2007
              2008
              2009
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-
            
            
            
            -0-
              -0-
              -0-







Compensation
of Directors




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





Employment
Agreements with Executive Officers and Directors





There are
no employment agreements with any officers or directors of our
Company.





Stock
Option Plan





We have
never established any form of stock option plan for the benefit of our
directors, officers or future employees. We do not have a long-term incentive
plan nor do we have a defined benefit, pension plan, profit sharing or other
retirement plan.





Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None


24


Pension
Table





None





Termination
of Employment





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





Activities
since Inception





Our
previous President, Rodelio Raneses, arranged for incorporation of our company,
subscribed for shares to provide initial working capital, and identified the
Tabuk Gold Claim, arranged for its acquisition, commissioned a geological report
on the Tabuk Gold Claim obtaining the assistance of professionals as
needed.  Mr. Raneses died in 2008. Our President, Ms. Crystal Coranes,
has coordinated preparation of our effective registration statement and has
principal responsibility for preparation of our periodic reports and all other
matters normally performed by an executive officer.





Our Chief
Financial Officer, Chief Accounting Officer and Secretary Treasurer, Rizalyn
Cabrillas assisted in identifying investors to participate in the private
placement closed on April 30, 2008 and also assisted in preparation of our
effective registration statement.











ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND


MANAGEMENT
AND RELATED STOCKHOLERS MATTERS










The
following table sets forth information concerning the beneficial ownership of
our outstanding common stock as of April 30, 2008 for (1) each of our directors
and executive officers individually; (2) each person or group that we know owns
beneficially more than five percent (5%) of our common stock; and (3) all
directors and executive officers as a group.






Rule
13d-3 under the Securities Exchange Act defines the term "beneficial ownership".
Under this rule, the term includes shares over which the indicated beneficial
owner exercises voting and/or investment power. The rule also deems common stock
subject to options currently exercisable, or exercisable within sixty (60) days,
to be outstanding for purposes of computing the percentage ownership of the
person holding the options but do not deem such stock to be outstanding for
purposes of computing the percentage ownership of any other person.




SHARES
TO
            
            PERCENTAGE OF CLASS
      (1)SHARES TO
    BE
            
            BE OWNEDSHARES
            
            OFFERED
    FROM
            
            UPON
            
            BEFORE
            
            AFTERNAME AND
            
            OWNED
            
            SELLING
            
            COMPLETION
            
            OFFERING
            
            OFFERINGADDRESS
    OF
            
            PRIOR TO
            
            SHAREHOLDER'S
            
            OFOWNER
            
            OFFERING
            
            ACCOUNT
            
            OFFERINGRizalyn
      Cabrillas
            
            1,000,000
            
            0
            
            1,000,000
            
            10%
            
            10%Crystal
      Coranes
            
            4,000,000
            
            0
            
            4,000,000
            
            40%
            
            40%





(1) This
table is based on 10,000,000 shares of common stock outstanding as of April 30,
2008. As of the date of this prospectus, Messrs. Coranes and Cabrillas are our
only shareholders.




Future Sales by Existing
Shareholders


25




As of
January 31, 2009 there are a total of 5,000,000 shares of our common stock are
issued and outstanding. Of these all 10,000,000 being 50%, are ‘restricted
shares’ as defined in Rule 144 of the Securities Act of 1933. Under our
effective registration statement.







DESCRIPTION
OF SECURITIES




We are
authorized to issue up to 10,000,000 shares of common stock, par value $.001 per
share, and we have not authorized the issuance of preferred stock.




The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share rateably in all of our assets
available for distribution upon winding up of the affairs our Company; and are
entitled to one non-cumulative vote per share on all matters on which
shareholders may vote at all meetings of the shareholders.




The
shareholders are not entitled to preference as to dividends or interest;
preemptive rights to purchase in new issues of shares; preference upon
liquidation; or any other special rights or preferences.





In
addition, the shares of common stock are not convertible into any other
securities.   There are no restrictions on dividends under any
loan or other financing arrangements.





Dividend
Policy





As of the
date of this Form 10-K, we have not paid any cash dividends to
stockholders.  The declaration of any future cash dividends, if any,
will be at the discretion of the Board of Directors and will depend on our
earnings, if any, capital requirements and financial position, general economic
conditions and other pertinent conditions.  It is our present
intention not to pay any cash dividends in the near future.





Change
in Control of Our Company





We do not
know of any arrangements which might result in a change in control.





Transfer
Agent





Holladay
Stock Transfer, Inc., 2939 N 67th Place, Suite C, Scottsdale, AZ 85251, serves
as the transfer agent and registrar for our common stock.




Debt
Securities and Other Securities




There are
no debts or other securities outstanding.




Non-cumulative
Voting




Holders
of shares of our common stock do not have cumulative voting rights, which means
that the holders of more than 50% of the outstanding shares, voting for the
election of directors, can elect all of the directors to be elected, if they so
choose, and, in that event the holders of the remaining shares will not be able
to elect any of our directors. Presently, our directors and officers hold a
total of 100% of the issued and outstanding shares of our Company.




Anti-Takeover
Provisions




The
indemnification provisions of our bylaws diminish the potential rights of
action, which might otherwise be available to shareholders by affording
indemnification against most damages and settlement




26




amounts
paid by a director in connection with any shareholder derivative action.
However, there are no provisions limiting the right of a shareholder to enjoin a
director from taking actions in breach of his or her fiduciary duty, or to cause
us to rescind actions already taken, although as a practical matter courts may
be unwilling to grant such equitable remedies in circumstances in which such
actions have already been taken. Also, because we do not presently have
directors' liability insurance and because there is no assurance that we will
procure such insurance or that if such insurance is procured it will provide
coverage to the extent directors would be indemnified under the provisions, we
may be forced to bear a portion or all of the cost of the director's claims for
indemnification under such provisions. If we are forced to bear the costs for
indemnification, the value of our stock may be adversely affected.




Insofar
as indemnification for liabilities arising under the Securities Act of 1933 (the
"Act") may be permitted to our directors, officers and controlling persons
pursuant to the foregoing provisions, or otherwise, we have been advised that in
the opinion of the Securities and Exchange Commission (the “SEC”), such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.




Available
Information




We have
not previously been subject to the reporting requirements of the SEC. We have
filed with the SEC a registration statement on Form S-1 under the Act with
respect to the shares offered hereby. This prospectus does not contain all of
the information set forth in the registration statement and the exhibits and
schedules thereto. For further information with respect to our securities and us
you should review the registration statement and the exhibits and schedules
thereto. Statements made in this prospectus regarding the contents of any
contract or document filed as an exhibit to the registration statement are not
necessarily complete. You should review the copy of such contract or document so
filed.






Compliance
with Section 16 (a) of the Exchange Act





The
Company knows of no director, officer, beneficial owner of more than ten percent
of any class of equity securities of the Company’s registered pursuant to
Section 12 (“Reporting Person”) that failed to file any reports required to be
furnished pursuant to Section 16(a).  All the directors and officer
have filed a Form 3 with the SEC subsequent to the period under
review.







ITEM
13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR


INDEPENDENCE







Transactions
with Management and Others





Except as
indicated below, there were no material transactions, or series of similar
transactions, since inception of the Company, or any currently proposed
transactions, or series of similar transactions, to which the Company was or is
to be a party, in which the amount involved exceeds $52,000, and in which any
director or executive officer, or any security holder who is known by the
Company to own of record or beneficially more than 5% of any class of the
Company’s common stock, or any member of the immediate family of any of the
foregoing persons, has an interest.





Indebtedness
of Management





There
were no material transactions, or series of similar transactions, since
inception of the Company, or any currently proposed transactions, or series of
similar transactions, to which the Company was or is to be a part, in which the
amount involved exceeded $52,040 and in which any director or executive officer,
or any security holder who is known to the Company to own of record or
beneficially more than 5% of the common shares of the Company’s capital stock,
or any member of the immediate family of any of the foregoing persons, has an
interest.


27


Transactions
with Promoters





The
Company does not have promoters and has no transactions with any
promoters.





Conflicts
of Interest





None of
our officers and directors is a director or officer of any other company
involved in the mining industry.  However, there can be no assurance
such involvement in other companies in the mining industry will not occur in the
future.  Such potential future involvement could create a conflict of
interest.





To ensure
that potential conflicts of interest are avoided or declared, the Board of
Directors adopted, on August 22, 2007, a Code of Business Ethics and Control for
the Board of Directors (the “Code”). Imperial’s Code embodies our commitment to
such ethical principles and sets forth the responsibilities of Imperial and its
officers and directors to its shareholders, employees, customers, lenders and
other organizations. Our Code addresses general business ethical principles and
other relevant issues.








ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES








(1)           Audit
Fees





The
aggregate fees billed by the independent registered accountants for the year
ended January 31, 2009 for professional services for the review of the annual
financial statements as of January 31, 2008 and 2009 and services that are
normally provided by the accountants in connection with statutory and regulatory
filings or engagements for those period years were as follows:  $1,500
for each of the quarters ended and $5,000 for the audit of the January 31, 2009
financial statements.





(2)           Audit-Related
Fees





The
aggregate fees billed in each of the two periods mentioned above for assurance
and related services by the principal accountant that are reasonably related to
the performance of the audit or review of Eaglecrest’s financial statements and
are not reported under Item 9 (e)(1) of Schedule 14A was $0.





(3)           Tax Fees





The
aggregate fees billed in January 31, 2009 for professional services rendered by
the principal accountants for tax compliance, tax advice, and tax planning was
$0.





(4)           All Other
Fees





During
the period from inception to January 31, 2009 there were no other fees charged
by the principal accountant other than those disclosed in (1) and (3)
above.





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved neither with Eaglecrest nor to make any pre-approval policies
meaningful.  Once Eaglecrest has elected more directors and appointed
directors and non-directors to the Audit Committee it will have meetings and
function in a meaningful manner.





(6)           Audit Hours
Incurred


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





28


PART
IV





ITEM
15. EXHIBITS , FINANCIAL STATEMENTS SCHEDULES










(a)  (1)                         Financial
Statements.The following financial statements are included in
this report:





Title of Document
            PageReport
      of Madsen & Associates CPA, INC.
            31Balance
      Sheet as at January 31, 2009 and 2008
            32Statement
      of Operations for the years ended January 31, 2009 and 2008 and for the
      period from August 22, 2007 (date of inception) to January 31,
      2009
            33Statement
      of Changes in Stockholders’ Equity for period from August 22, 2007 (date
      of inception) to January 31, 2009
            34





Statement
      of Cash Flows for the years ended January 31, 2009 and 2008 and for the
      period from August 22, 2007 (date of inception) to January 31,
      2009
            35Notes
      to the Financial Statements
            36





(a)  (2)   Financial Statement
Schedules





The
following financial statement schedules are included as part of this
report:  None.





(a)  (3)   Exhibits





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





3.1
            
            Certificate
      of Incorporation (incorporated by reference from Eaglecrest’s Registration
      Statement on Form S-1 filed on May 30, 2008, Registration No.
      333-151269)3.2
            
            Articles
      of Incorporation (incorporated by reference from Eaglecrest’s Registration
      Statement on Form S-1 filed on May 30, 2008, Registration No.
      333-151269)3.3
            
            By-laws
      (incorporated by reference from Eaglecrest’s Registration Statement on
      Form S-1 filed on May 30, 2008, Registration No.
    333-151269)5
            
            Stock
      Specimen (incorporated by reference from Eaglecrest’s Registration
      Statement on Form S-1 filed on May 30, 2008, Registration No.
      333-151269)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Eaglecrest’s
      Registration Statement on Form S-1 filed on May 30, 2008, Registration No.
      333-151269)





29





SIGNATURES







Pursuant
to the requirements of Section 13 and 15(d) of the Securities Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereto duly authorized





EAGLECREST
RESOURCES, INC.


(Registrant)





Dated:   October
20, 2009





By:


Crystal
Coranes


Chief
Executive Officer,


President
and Director





By:


Rizalyn
Cabrillas


Chief
Accounting Officer,


Chief
Financial Officer and Director



















30


MADSEN & ASSOCIATES,
CPA’s INC.


Certified
Public Accountants and Business
Consultants                                                                                                                                684 East Vine St.
#3


Murray, Utah
84107


Telephone (801)
268-2632


Fax (801)
262-3978


Board of
Directors


Eaglecrest
Resources, Inc.





REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





We have
audited the accompanying balance sheet of Eaglecrest Resources, Inc. (a
pre-exploration stage company) (the “Company”) as of January 31, 2009 and 2008,
and the related statements of operations, changes in shareholders’ equity and
cash flows for the year ended January 31, 2009 and for the period August 22,
2007 (inception) to January 31, 2009. These financial statements are the
responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based upon our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Eaglecrest Resources, Inc., (a
pre-exploration stage company), as of January 31, 2009 and 2008 and the results
of its operations, and cash flows for the year ended January 31, 2009 and for
the period August 22, 2007 (inception) through January 31, 2008 and the period
August 22, 2007 (date of inception) to January 31, 2009 in conformity with
accounting principles generally accepted in the United States of
America.





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








Murray,
Utah, U.S.A.


October
20,
2009                                                                           /s/
Madsen & Associates, CPA’s Inc.






















31








EAGLECREST RESOURCES,
      INC.(A
      Pre-Exploration Stage Company)BALANCE
      SHEETSJanuary
      31, 2009 and 2008As
      of
            
            
            As
      ofJanuary
      31
            
            
            January
      312009
            
            
            2008ASSETSCurrent
      AssetsCash
            
            $
            -
            
            
            $
            -Total
      Current Assets
            
            $
            -
            
            
            $
            -LIABILITIES
      AND STOCKHOLDERS' EQUITYAccounts
      payable
            
            $
            1,358
            
            
            $
            -Loan
      from related parties
            
            
            22,309
            
            
            
            2,500Total
      Current Liabilities
            
            
            23,667
            
            
            
            2,500STOCKHOLDERS'
      EQUIRY - (deficiency)Common
      Stock, $0.001 par value, 100,000,000 shares authorized;10,000,000
      shares issued and outstanding
            
            
            10,000
            
            
            
            10,000Accumulated
      deficit during the pre-exploration stage
            
            
            (33,667
            )
            
            
            (12,500
            )Total
      Stockholders' Deficit
            
            
            (23,667
            )
            
            
            (2,500
            )Total
      Stockholders' Equity
            
            $
            -
            
            
            $
            -








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


32








EAGLECREST
      RESOURCES, INC.(A
      Pre-Exploration Stage Company)STATEMENT
      OF OPERATIONSJanuary
      31, 2009August
      22,2007Ended
            
            
            Ended
            
            
            (Inception)January
      31,2009
            
            
            January
      31,2008
            
            
            throughJanuary
      31,2009REVENUES
            
            $
            -
            
            
            $
            -
            
            
            $
            -EXPENSESAcquisition
      and exploration costs
            
            
            -
            
            
            
            5,000
            
            
            
            5,000Administrative
            
            
            21,167
            
            
            
            7,500
            
            
            
            28,667Total
      expenses
            
            
            21,167
            
            
            
            12,500
            
            
            
            33,667Net
      Loss
            
            $
            (21,167
            )
            
            $
            (12,500
            )
            
            $
            (33,667
            )NET
      LOSS PER COMMON SHAREBasic
      and Diluted
            
            $
            -
            
            
            $
            -AVERAGE
      OUTSTASNDING SHARESBasic
      (stated in 1000's)
            
            
            10,000
            
            
            
            10,000





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
















33





EAGLECREST
      RESOURCES, INC.(A
      Pre-Exploration Stage Company)STATEMENT
      OF STOCKHOLDERS' DEFICITPeriod
      August 22, 2007 (date of inception) to January 31, 2009Common
      Stock
            
            
            Additional
            
            
            Deficit
      AccumulatedShares
            
            
            Amount
            
            
            Paid-in
      Capital
            
            
            During
      the Development
            
            
            Total#
            
            
            $
            
            
            $
            
            
            $
            
            
            
            $Balance
      - August 22, 2007 (Date of Inception)
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Stock
      issued for cash on August 31, 2007 at$0.001
      per share
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            -
            
            
            
            -
            
            
            
            -Net
      loss for the period ended Jan 31,2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (12,500
            )
            
            
            (12,500
            )Balance
      - January 31, 2008
            
            
            10,000,000
            
            
            
            10,000
            
            
            
            -
            
            
            
            (12,500
            )
            
            
            (12,500
            )Net
      loss for the year ended Jan 31,2008
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (21,167
            )
            
            
            (21,167
            )Balance
      - January 31, 2009
            
            
            10,000,000
            
            
            $
            10,000
            
            
            $
            -
            
            
            $
            (33,667
            )
            
            $
            (33,667
            )





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
















34





EAGLECREST
      RESOURCES, INC.(A
      Pre-Exploration Stage Company)CASH
      FLOWJanuary
      31, 2009January
      31,
            
            
            January
      31,
            
            
            August
      22,2009
            
            
            2008
            
            
            2007(inception)
      toJan
      31,2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      income (loss)
            
            $
            (21,167
            )
            
            $
            (12,500
            )
            
            $
            (33,667
            )Adjustments
      to reconcile net loss to net cashprovided
      by (used in) operating activities:Changes
      in operating assets and liabilities:Accounts
      Payable
            
            $
            1,358
            
            
            
            -
            
            
            
            1,358NET
      CASH FLOWS USED IN OPERATING ACTIVITIES
            
            $
            (19,809
            )
            
            $
            (32,309
            )
            
            $
            (45,089
            )CASH
      FLOWS FROM INVESTING ACTIVITIES
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      FLOWS FROM FINANCING ACTIVITIESLoans
      from related parties
            
            
            19,809
            
            
            
            2,500
            
            
            
            22,309Proceeds
      from issuance of common stock
            
            
            -
            
            
            
            10,000
            
            
            
            10,000NET
      INCREASE (DECREASE) IN CASH
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      AT BEGINNING OF PERIOD
            
            
            -
            
            
            
            -
            
            
            
            -CASH
      AT END OF PERIOD
            
            $
            -
            
            
            $
            -
            
            
            $
            -








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










35


EAGLECREST
RESOURCES, INC.


(A
PRE-EXPLORATION STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS





FOR THE
PERIOD YEAR ENDED


JANUARY
31, 2009





NOTE
1 – ORGANIZATION





The
Company was incorporated under the laws of the state of Nevada on August 22,
2007 with 100,000,000 authorized common shares with a par value of
$0.001.





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





NOTE
2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Accounting
Methods





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





Dividend
Policy





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





Income
Taxes





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





On
January 31, 2009, the company has a net operating loss available for
carryforward of $33,667. The income tax benefit of approximately $10,000 from
carryforward has been fully offset by a valuation reserve because the use of the
future tax benefit is doubtful since the company has been unable to project a
reliable estimated net income for the future. The net operating loss will expire
starting in 2029.





Unproven
Mining Claim Costs





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





Financial
and Concentrations Risk





The
company has no financial and concentrations risks.





Basic
and Diluted Net Income (Loss) Per Share




Basic net
incomes (loss) per share amounts are computed based on the weighted average
number of shares actually outstanding. Diluted net income (loss) per share
amounts are computed using the weighted average number of common shares and
common equivalent shares outstanding as if shares had been


36




EAGLECREST
RESOURCES, INC.


(A
PRE-EXPLORATION STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS





FOR THE
PERIOD YEAR ENDED


JANUARY
31, 2009





NOTE 2 - SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES (continued)





issued on
the exercise of any common share rights unless the exercise becomes antidilutive
and then only the basic per share amounts are shown in the report.





Statement
of Cash Flows





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





Revenue
Recognition





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





Advertising
and Market Development





The
company expenses advertising and market development costs as
incurred.





Estimates
and Assumptions





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





Financial
Instruments





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





Recent
Accounting Pronouncements





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





NOTE
3 – ACQUISITION OF A MINERAL CLAIM





On August
15, 2007 the company acquired a gold claim for $5,000 known as the Tabuk Gold
protery, located about 30 km northwest of the city of Tabuk in Republic of the
Philippines and is located 20km east of the past producing Agote Gold Mine. The
claim is accessible by all-weather government maintained roads to the town of
Tabuk and Bangued. The claim has no expiration date as long as the company has
an interest in it. The claim has not been proven and therefore all costs of
acquisition and exploration have been expensed.





37


EAGLECREST
RESOURCES, INC.


(A
PRE-EXPLORATION STAGE COMPANY)





NOTES
TO FINANCIAL STATEMENTS





FOR THE
PERIOD YEAR ENDED


JANUARY
31, 2009





NOTE 4
– CAPITAL STOCK





Form its
inception the company has issued 10,000,000 private placement common shares for
cash of $10,000.





NOTE 5
- SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES





Officer-directors
have acquired 50% of the outstanding common capital stock of the company and
they have made advances in no interest, demand loans of $22,309.





NOTE 6
- GOING CONCERN





The
accompanying financial statements have been prepared assuming that the company
will continue as a going concern. The company does not have sufficient working
capital for its planned activity, and to service its debt, which raises
substantial doubt about its ability to continue as a going concern.





Continuation
of the company as a going concern is dependent upon obtaining additional working
capital and the management of the company has development a strategy, which it
believes will accomplish this objective through short term loans from an
officer-director, and additional equity investment, which will enable the
company to continue operations for the coming year.





NOTE 7
- SUBSEQUENT EVENTS





The
company has evaluated subsequent events from the balance sheet date to October
20, 2009 and has found no material event to report.








38