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 March 31, 2009





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





For the
      transition period
      form                                                      
      toCommission File
      number    333-151708





QELE RESOURCES
      INC.


(Exact name of
registrant as specified in its charter)





Nevada
            98-0560939(State
      or other jurisdiction of incorporation or organization)
            (IRS Employer Identification
      No.)





Lot 25, Mananikorovatu Road, 8 Miles Makoi,
      Nausori, Fiji(Address
      of principal executive offices)





679-347-5363(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
[  ]   No   [X]





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.








-1-








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:





May 31,
2009: 2,605,500 common shares











-2-




TABLE
OF CONTENTS





PART 1
            
            PageITEM
      1.
            Business.
            4ITEM
      1A.
            Risk
      Factors.
            5ITEM
      1B.
            Unresolved
      Staff Comments.
            9ITEM
      2.
            Properties.
            9ITEM
      3.
            Legal
      Proceedings.
            15ITEM
      4.
            Submission
      of Matters to Vote of Securities Holders
            15PART IIITEM
      5.
            Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchase of Equity Securities.
            15ITEM
      6
            Selected
      Financial Information.
            15ITEM
      7.
            Management’s
      Discussion and Analysis of Financial Conditions and Results of
      Operations.
            16ITEM
      7A.
            Quantitative
      and Qualitative Disclosure about Market Risk.
            21ITEM
      8.
            Financial
      Statement and Supplementary Data.
            21ITEM
      9.
            Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.
            22ITEM
      9A
            Controls
      and Procedures.
            22ITEM
      9A(T)
            Controls
      and Procedures
            23ITEM
      9B
            Other
      information
            23PART IIIITEM
      10.
            Directors,
      Executive Officers and Corporate Governance.
            23ITEM
      11.
            Executive
      Compensation.
            27ITEM
      12.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            28ITEM
      13.
            Certain
      Relationships and Related Transactions, and Director
      Independence.
            31ITEM
      14
            Principal
      Accounting Fees and Services.
            31PART IVITEM
      15.
            Exhibits,
      Financial Statement Schedules
            32SIGNATURES
            34








-3-





PART
1







ITEM
1.  BUSINESS







History
and Organization





Qele
Resources Inc. was incorporated on the March 15, 2007 in State of
Nevada.  Its sole purpose is to explore a mineral property is has in
Fiji.  Our Company does not have any subsidiaries, has never been in
receivership and there are no plans to merge with any other
company.   Its address is Lot 25, Mananikarovatu Road, 8 Miles
Makoi, Nausori, Fiji and its business number is 679-347-5363.  Our
registered office is located at 2470 Saint Rose Parkway, Suite 304, Henderson,
Nevada, 89074 (Telephone: 702-818-5898)





We are
considered an exploration stage company; one that is engaged in the exploration
of mineral deposits or ore reserves but as yet is not considered to be in the
development or production stages.   At the present time, we
intend to concentrate our efforts in the exploration of our sole mineral
property; the Levuka Gold Claim (the “Levuka”) located in
Fiji.  Though a purchase we acquired a 100% interest in the Levuka
which has been recorded the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.





The
Levuka consists of one – 9 unit claim block containing 83.4 hectares located 38
south-east coast of the Fijian Island of Ovalau, in between Suva and
Sigatoka.





Since our
inception on March 15, 2007, we have incurred losses mainly due to having made
no revenue.   There is the distinct chance we will incur losses
for a number of years into the future due to our only source of revenue at this
time will be the extraction of mineral from the Levuka.   The
possibilities of the Levuka contain a commercially viable ore body is remote and
we might never realize any revenues for it.   To maintain a cash
position in the future, we will have to sell additional shares from our
Treasury, seek some form of loans or have advances from our directors and
officers.  This will maintain us as a going concern for only a short
period of time; being approximately a twelve month period.





Our
directors and officers do not have any knowledge of exploration and mining
industry.   In addition, they do not work full time for us and
have no experience in managing a public company.  We might be required
to hire consultants to undertake various activities which the current directors
and officers are not familiar with which will result in additional costs to
us.




Our
directors and officers have qualified 200,000 common shares under our effective
registration statement and our other shareholders have qualified 605,500 common
shares.  The shares purchased by our director and officers were at a
price per share of $0.001 for a total cash consideration of $2,000 whereas the
605,500 common shares were purchased under a private placement pursuant to
Regulation S of the Securities Act of 1933 at a price of $0.05 per share for a
total cash consideration of $30,275.





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.











-4-








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 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




Risk
Factors





An
investment in our securities involves a high degree of risk.  In
evaluating our business and its future expectations, an investor should consider
carefully the risk factors noted below.  Any of the following risk
factors, if they occur, could seriously harm our business and its operations.
There may be risk factors we do not know exist at this time and therefore they
are not included in the risk factors listed below.   Even if they
are deemed immaterial at the present time, they could develop whereby they will
adversely affect our business.  Our shares are speculative by nature
and therefore the risk of purchasing our share is high.   One
should consider whether they can assume a loss of their entire
investment.





All
future investors in our shares should read this Form 10-K in its entirety
including the financial statements and notes attached thereto.





Risks
Related to Our Company and the Levuka Gold Claim





Since
inception we have not made any revenue and have incurred operating
losses.





Since the
date of our inception, being March 15, 2007, to March 31, 2009 we have not made
any revenue and have incurred losses of $75,692.  It is extremely
doubtful we will realize any revenue over the next few years and, in fact, we
might never realize any revenue.   Any investor purchasing shares
in our Company might never realize a profit on them and might lose his/her
entire investment.






-5-







Being
a newly incorporated company we have no operating history which will assist a
future investor in making a decision whether or not to purchase our
shares.





Having
been incorporated for just over two years, we do not have any operation history
whereby an investor acquiring share in our company can make a business decision
whether or not our Company will be successful in the
future.   Being a start up company, we have not proven that we
can operate a business successfully.  There is no guarantee we will be
able to explore and eventually develop the Levuka.  Only if we are
successful in raising capital, exploring the Levuka to a stage that a production
decision is made or locating other business opportunities will we be considered
to have an operating history.   This will take some time and may
never happen.   Therefore, a future investor might consider these
points prior to purchasing shares in our Company.





The
chance of us ever finding a commercial viable ore deposit on the Levuka is
extremely remote.





Very few
mineral properties when explored ever turn into a producing
mine.   No matter how much money and time is spent on exploring
the Levuka, there is the possibility that we will never identify an ore deposit
of commercial value.   This would result in us having to abandon
the Levuka and if we have the funds available, which we might not at that time,
seek another mineral property of merit.   If we do not have the
money or are unable to identify a property of merit we might have to cease
operations as a going concern which would result in all our shareholders losing
their investment in our Company.




We
are a small company without much capital which will limit our exploration
activities which might result in our shareholders losing their entire investment
in our Company.





Being a
small company and having only raised to date $32,276 from the sale of our
shares, we do not have the money necessary to do exploration program recommend
by Robert Sharma in his report dated July 3, 2007; being $25,574.  If
we do not explore the Levuka we will never know if there is an ore reserve
present and money will not be available from the investment community since we
have proven any ore reserves.   This being the case our
shareholders will loss their entire investment in our Company.





In
exploring the Levuka we will require workers and consultants which may not be
available to us when we need them.





There are
numerous mining companies seeking qualified staff to work their mineral
claims.   A majority of these companies are better financed and
have properties which have merit for future exploration.   We
will have to compete with them for qualified workers and
consultants.  Having little money available, we will be at a
disadvantage which might result in our delaying our exploration activities or
else terminating them all together.   This will result in
shareholders who have purchased shares in our Company losing their entire
investment if we are not longer able to operate.





If
we receive positive results on the Levuka we still might not be able to put the
Levuka into production.





During
our exploration program of the Levuka, we might be successful in finding
positive results in mineralization which might lead to a certain amount of
tonnage of ore. The ounces per ton might not be sufficient to warrant production
and also the tonnage identified might not be sufficient to cover our cost of
extracting the minerals from the ground.  This being the case, we
would have a property which could never be put into production and eventually we
would have to cease operations.





Even
though prices of many minerals are relatively high currently there is no
guarantee that this trend will persist into the future.





With high
mineral prices at this time exploration activity in the exploration and mining
sectors of the industry are proceeding at a good rate.  If a drop in
metal prices occurs then properties like the Levuka might not be able to attract
the funds needed to carry on exploration.  We have not yet been
success in attracting funds for future exploration and in the future if metal
price decrease we might not be able to attract any funds.  Without
funds we would have to abandon our exploration activities which might result in
our Company no longer being a going concern.






-6-







Because
of the inherent dangers involved in mineral exploration, there is a risk that we
may incur liability, for which we have no insurance to cover any costs, or
damages as we conduct our business.





The
search for valuable minerals on the Levuka involves numerous hazards. As a
result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time, we have no insurance to
cover against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program on the Levuka.





The
weather might delay our exploration program since in Fiji periodic wind storms
and extreme amounts of rain occur.





We might
be delayed in our exploration program, when and if it starts, due to periodical
wind storms and extreme rains conditions which at certain times of the year is
common in Fiji. The wet season begins in early December and lasts through to the
end of April.   Even though downpours of rain might not last for
long periods of time, it will disrupt our exploration programs since it will be
difficult to move equipment and manpower onto the Levuka.   If we
delay the use of the equipment and manpower we might not be able to have them
when the weather is no longer a problem.  This will cause an
interruption in our exploration program and delay any results we might have
had.





Because
our officers and directors have other business interests in addition to their
interest in our Company, they might not be able to devote a majority of their
time to our exploration activities which could result in either periodic
interruptions or suspension of exploration.





Our
President, Deborah Appana, currently devotes only 10% of her time to the affairs
of our Company or approximately 12 hours per month while our Secretary
Treasurer, Ashmi Deo, devotes only 5 hours per month.  This is due to
both of them having outside business interests.  With limited time
being devoted to our affairs we will suffer in the event that we are required to
explore the Levuka more fully. If our directors, in the future, do not devote
more time to the affairs of our Company, we might have to discontinue our
exploration activities indefinitely.   This might result in our
shareholders losing their entire investment in our Company.





We
must obtain additional funding or our business will fail.





Presently
we do not have sufficient funds on hand to complete Phase 1 of our recommended
program or pay our estimated liabilities over the next twelve
months.  We have not investigated any avenues of obtaining additional
funding at this time.  Eventually we will have to consider issuing
more shares to raise working capital, having our directors and officers advance
to us to allow us to meet our current and future obligations as they come due or
seek some form of bank financing personally guaranteed by our directors and
officers.   If we are unsuccessful in obtaining funds we will
have to cease to operate.





Our
directors and officers are not residents of the United States and hence it might
prove difficult to enforce any liabilities against them.




In the
event that Deborah Appana or Ashmi  Deo commit any action which our
shareholders feel are unethical or not legal, our shareholders would likely have
difficulty in enforcing any legal action because the officers and directors
reside outside of the United States; living in Fiji.  In addition, our
limited assets are situated outside the United States and hence would be hard to
attach in a law suit.   Normally, in a law suit, personal service
in the form of a summons or compliant, would have to be delivered to the
officers and directors.  If the shareholders are success in personal
service and receive a favorable judgment against the directors and officers it
will be difficult to collect on it since time would have to be spent searching
for personal assets in Fiji which might never be
found.   Therefore, a shareholder’s or shareholders’ ability to
effect service of process and eventually to enforce a judgment obtained in US
courts against our directors, officers or our Company might be extremely
difficult.  Even if a successful judgment in a Fijian Court is
obtained, it still might be difficult to enforce and eventually collect on
it.   Eventually the shareholders might end up with a “hallow”
judgment whereby nothing of substance if obtained.






-7-







Risks
Related To Our Stock




Our
share price is subject to the “Penny Stock Rule” which will result in any
broker-dealer involved with our shares having to increase administrative
responsibility which will have a negative effect on both our ability to raise
money and a shareholder’s ability to purchase or sell his shares in the
market.





Our
shares are quoted on the OTCBB and considered to be a “penny stock” because our
shares do not meet one or more of the definitions in SEC Rule
3a51-1:





a.
            
            the
      shares have a price less than $5.00;b.
            
            the
      shares are not traded on a recognized exchange or on the OTCBB;
      orc.
            
            the
      company’s assets are less than $2,000,000, if in business more that three
      years continuously, or $5,000,000, if the business is less than three
      years continuously, or the average revenues of less than $6,000,000 for
      the past three years.





When
dealing with a penny stock transaction, the broker-dealer have to perform
certain administrative functions.   Each potential investor will
receive disclosure forms from the broker-dealer as well as written permission
from him consenting to the broker-deal purchasing the shares on his
behalf.  The broker-dealer will also have to provide a current bid and
offer quotation as well as a statement of what compensation the broker-dealer
and the salesperson will receive from the transaction.  Each month the
investor will be provided with a monthly statement showing the closing month
price of the shares which the investor purchased.





With the
additional administrative work required of the broker-dealer he might be
reluctant to transact business in our shares.   If this is the
case, it would be difficult for us to attract new investors in the event we
wished to raise future capital.  This is especially applicable if we
wish to raise funds from financial institutes since many of them are restricted
under their by-laws from investing in shares below a certain dollar
amount.   Investors willing to purchase shares in our Company
might wish to consider whether they will be able to liquid their shares in the
future.   They might not be able to do so.





If
we have to undertake a private placement or sell shares through a public
offering, it will have the effect of diluting the present ownership of our
shareholders.





To remain
as a going concern in the future we might have to undertake a private placement
or public offering of our shares from Treasury to finance our exploration
program on the Levuka or to supply us with working capital.   Any
issuance of shares from Treasury will dilute the existing shareholders
percentage holdings in our Company.  If we require substantial money
we will cause a significant dilution to the present holding of our
shareholders.





On the
other hand, if we have to borrow large sums of money by way of debt obligations
we will incur interest and capital repayments which will not dilute our
shareholders’ present positions but will cause us a financial hardship. At the
present time we doubt whether we could borrow money without the personal
guarantees of our two directors.  They may not be prepared to
personally guarantee any loans when the time comes.








-8-





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 each existing
shareholder will own a smaller percentage of the shares
outstanding.  This might be very unattractive to future investors
thereby limiting our ability of raising capital when needed.





Our
directors and officers have qualified under our effective registration statement
200,000 common shares which might have the effect, when sold into the market, of
reducing the market price of the shares for our other investors.





Our
directors and officers own 77% of the issued and outstanding shares of our
Company.  Under our effective registration statement they have
qualified for trading 200,000 shares.   If they decided to sell
these shares all at once into the market they could adversely affect the price
of our shares.   The share might decrease in value thereby not
allowing our other shareholders to sell their shares at the price they
wanted.





We
have never paid a dividend since inception and presently do not anticipate any
dividends in the near future.





Since we
have never paid a dividend since inception and do not anticipate doing so for a
number of years any new investor who is seeking future income should not
purchase our shares.   We intend to retain any and all income in
our Company and will be using it for the exploration of the Levuka or for
working capital.  No one should be seeking a cash flow from their
investment in our shares and if shares are purchased they must realize they
might have to hold their shares indefinitely without any return.





Ratio
of Earnings to Fixed Charges





We do not
have any fixed assets or any debt securities.   Therefore, there
is no interest paid by our Company on any transactions.  We have no
preference shares outstanding which might require dividend payments on a
periodic basis.




Currency
conversion used in this Form 10-K




Our
exploration work on the Levuka has been stated in Fiji dollar (“FJD”) currency
in the report prepared by Robert Sharma dated July 3, 2007.  Other
expenses in Fijian dollars are converted to United States dollars at the rate of
US $1.00 being equal to FJD $1.79421 or $1.00 FJD being equal to US
$0.055735.









ITEM
1B.   UNRESOLVED STAFF COMMENTS







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







ITEM
2.  PROPERTIES







Levuka
Mineral Claim




In 2007, we acquired a 100% interest in the Levuka (Mining
Tenement 1410) that was staked to cover gold zones within the similar Tavua
Volcanic Group of rocks that host zones that were mined at Navua Gold Mine. The
tenement is located 38 kilometers south-east of Ovalau, Fiji.






-9-







Previous
exploration work to investigate the mineral potential of the property has
outlined some favorable areas for continued exploration and
development.





We
engaged Robert Sharma to prepare a geological report on the Levuka claim and
recommend a program whereby we could explore the claim in a proper
fashion.  The qualification of Robert Sharma, the author of the Sharma
Report, is as follows:





Robert
Sharma, 725 Hibiscus Road, Suva, Fiji graduated from the University of The South
Pacific, Suva, Fiji with a Bachelor of Science degree in Geology (1969) and a
Masters of Science (1974) from the same University.  He has for the
past 33 years been a geological consultant for such companies in the South
Pacific as Nausori Resources, EGM Resources, and Solanki Ventures and have
consulted for several other companies around the world writing reports for their
use and is therefore qualified to write the Sharma Report.  He is a
member of the Geological Society of Fiji and between June 12 and 14 he visited
the Levuak and interviewed future field work personnel who might be working on
the Levuak.





In order
to write the Sharm Report, historical and current geological reports of the area
and of the Levuka were reviewed. A visit to the area of Levuka was made in June,
2007 for the purpose of evaluating the exploration potential of the area. The
reports by previous qualified persons, as presented from a literature search of
the Mineral Resources Department of the Ministry of Energy and Mineral Resources
of the Government of the Republic of Fiji in its annual reports, papers,
geological survey maps and assessment reports, provide most of the technical
basis for the Sharm Report.





Location
of the Levuka




Levuka
project consists of 1 unpatented mineral claim, located 38 kilometers South-east
of the island of Ovalau, Fiji  at UTM co-ordinates Latitude 18°13’00”S and Longitude
178°10’00”E. The
mineral claim was assigned to our Company by Takei Enterprises Inc. and the said
assignment was filed with the Mineral Resources Department of the Ministry of
Energy and Mineral Resources of the Government of the Republic of
Fiji.





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





We have
purchased a 100% interest in the property.





Travel
to the Levuka, Manpower Availability and Climate





Levuka is
accessible from Suva, Fiji 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. The town of Suva has an experienced work force 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 Suva.





Levuka lies
at an elevation of 1,292 feet near the southwest end of the Nakanai Mountain
Range. The main mountain ridge has a maximum peak of 2,642 feet with steep east
facing slopes.





Tropical
mountain forests grow at lower elevations in the northeast corner of the claim
and good rock exposure is found along the peaks and ridges in the western
portion of the claim. The climate is mild year round with the rainy season
falling from May to October.





History
of the Area





Gold was
first reported in the area by Fijian and British prospectors over 77 years ago.
Mineral lode claims were recorded in 1925 in the surrounding areas.






-10-







Numerous
showings of mineralization have been discovered in the area and six prospects
have achieved significant production, with Navua Gold Mine (32 kilometers away)
producing 135,000 ounces of Gold annually.





During
the 1990’s several properties north of Levuka were drilled by junior mineral
exploration companies.  We have started preparing to conduct
preliminary exploration work on the Levuka.





Geology
in the Fiji Islands





Fiji lies
at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones,
separated from the actual convergence zones by two extensional back arc basins
which are the North Fiji Basin to the west and the Lau Basin to the east in
addition to a series of transform faults including the Fiji Fracture Zone and
the Matthew Hunter Ridge.  Many of the reconstructions of the past
configuration of the Island is part of the Pacific indicate, however, that Fiji
was not so long ago an integral part of the Pacific “Rim of Fire”; the complex
plate boundary between Pacific and the Indo Australia plates; a boundary which
is well recognized as the locus of several major world-class porphyry
copper gold and epithermal gold systems.





Stratigraphy
of the Levuka




The
principal bedded rocks for the area of Levuka (and for most of Fiji for that
matter) are Volcanic rocks which are exposed along a wide axial zone of a broad
complex.





Gold at
the Tradewinds Gold Mine (which is in close proximity to the Levuka) is
generally concentrated within extrusive volcanic rocks in the walls of large
volcanic caldera.





Intrusive





The main
igneous intrusions consist of the Medrausucu consisting of tholetic gabbros,
tonalities and trondjhemites.  Age data indicate that the intrusive stocks
are intermediate in age between Savura Volcanic Group rocks west of the area and
the younger Tertiary Wainimala Group rocks exposed to the east.





Theoletic
Gabbros, for example, are generally are a greenish or dark colored fine to
coarse grained rock. Irregular shaped masses of so called "soda granite" are
seen in both sharp and gradational contact with the diorite. The different
phases of Medrausucu are exposed from north of the Levuka to just east of the
town of Suva and are principal host rocks for gold veins at the Tradewinds Gold
Mine.





Structure




Repeated
cycles of folding, faulting and deformation has created a complex structural
history in the Suva area.  Major faults strike north and northeasterly and
coincide with zones of the Savura Volcanic Group. The principal shear direction
changes from northwest in the area of the Tradewinds Gold Mine to north-south in
the area north of Suva.





The major
transform fault areas are the Fiji Fracture Zone and the Hunter Fracture Zone.
One system consists of a set of perpendicular fractures, which strike
approximately at right angles to each other, and at acute angles to the trend of
formations. The other system consists of two sets of fractures with opposing
dips, but which strike parallel to each other and to the trend of the overall
formations. The first system contains the principle veins of the area and are
younger than the second system. The Savura Volcanic Group represent the most
important and continuous fractures in the first system.






-11-







Types
of Deposit




On a
regional basis, this area of Fiji is notable for epo-thermal type gold deposits
of which the Tradewinds Gold Mines are typical examples.





Mineralisation
is located within a large fractured block created where prominent
northwest-striking shears intersect the north striking caldera fault zone.
The major lodes cover an area of 4 km2 and are mostly within 500m of the
surface. Lodes occur in three main structural settings:





●
            
            steeply
      dipping northwest striking shears;●
            
            flat
      dipping (1040) fractures (flatmakes); and●
            
            Shatter
      blocks with shears.





Most of
the gold occurs in tellurides and there are also significant quantities of gold
in pyrite.





Mineralization
on the Levuka




No
mineralization has been reported for the area of the Levuka but structures and
shear zones affiliated with mineralization on adjacent properties pass through
it.





Exploration




Previous
exploration work has not to Robert Sharma’s knowledge included any attempt to
drill the structure on Levuka. Records indicate that no detailed exploration has
been completed on the Levuka.





Property
Geology of the Levuka





To the
east of the property is intrusive consisting of rocks such as tonalite,
monzonite, and gabbro while the Levuak itself is underlain by the Savura
Volcanic Group sediments and volcanics. The Levuka lies on the Fiji Fracture
Zone. The intrusive also consist of a large mass of granodiorite towards the
western most point of the property.





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





No
drilling is reported to have ever been done on the Levuka.





The
adjacent properties are cited as examples of the type of deposit that has been
discovered in the area and are not major facets to the Sharm
Report.





Conclusions




The area
is well known for numerous productive mineral occurrences including the
Tradewinds Gold Mines. The locale of the Levuka is underlain by the same rock
units of the Savura Volcanic Group that are found at those mineral occurrence
sites. These rocks consisting of cherts and argillites (sediments) and
andesitic to basaltic volcanic have been intruded by granodiorite. Structures
and mineralization probably related to this intrusion are found throughout the
region and occur on the claim. They are associated with all the major mineral
occurrences and deposits in the area.






-12-







Mineralization
found on the claim is consistent with that found associated with zones of
extensive mineralization. Past work however has been limited and sporadic and
has not tested the potential of the property.





Potential
for significant amounts of mineralization to be found exists on the property and
it merits intensive exploration.





Sharm
Report Recommendations




A two
phased exploration program to further delineate the mineralized system currently
recognized on Levuka is recommended.





The
program would consist of air photo interpretation of the structures, geological
mapping, both regionally and detailed on the area of the main showings,
geophysical survey using both magnetic and electromagnetic instrumentation in
detail over the area of the showings and in a regional reconnaissance survey and
geochemical soil sample surveying regionally to identify other areas on the
claim that are mineralized and in detail on the known areas of mineralization.
The effort of this exploration work is to define and enable interpretation of a
follow-up diamond drill program, so that the known mineralization and the whole
property can be thoroughly evaluated with the most up to date exploration
techniques.





Estimated
Budget





The
estimated budget for the Levuka recommended in the Sharm Report is as
follows:





Work to be Performed
            Stated in U. S. Dollars
            Stated in Fijian Dollars1.
            Geological
      mapping
            $   3,901
            $   7,0002.
            Geophysical
      surveying
            5,127
            9,2003.
            Geochemical
      surveying and surfaceSampling
      (includes sample collection and assaying)
            12,262
            22,000Estimated
      total
            $  21,290
            $
      38,200




Seasonal
Aspects Affecting the Financial Condition




The only
seasonal aspect known to us which will affect our financial condition or results
of operations is the weather.  The wet season begins early in December
and lasts until April. During this time it is hot and humid with almost daily
late afternoon downpours on Fiji.  As the heat accumulates over the
Pacific Ocean during this season, depressions can form bringing with them
torrential rain, strong winds and the occasional tropical cyclone. During the
'wet season' rivers are full, waterfalls gushing and the hills of the larger
islands become refreshingly green. The downside is the high humidity and
mosquitoes.




Other
Assets




Other thantheLevuka we do not own any other mineral
property.   We do not own our ownofficespace but we use the office of Deborah
Appana, our President.   Our Directors feel the office space we
are using is sufficient for our needs at this time.   We
currently have no investment policies as they pertain to real estate, real
estate interest or real estate mortgages.







-13-




Management
Experience





Our
management has no professional training or technical credentials in the
exploration, development, and operation of mines.  Consequently, we
may not be able to recognize or take advantage of potential acquisition and
exploration opportunities in the sector without the aid of qualified geological
consultants.  Moreover, with no direct training or experience, our
management may not be fully aware of the specific requirements related to
working in this industry.  They may make mistakes in their decisions
and choices that could cause our operations and ultimate financial success
to suffer irreparable harm.





Competitive
Factors





The
mining industry is highly fragmented and we will be competing with many other
exploration companies looking for minerals. We are one of the smallest
exploration companies and are an infinitely small participant in the mineral
exploration business. While we will generally compete with other exploration
companies, there is no competition for the exploration of minerals from our
claim.





We are a
mineral exploration company. We compete with other mineral exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior mineral exploration companies.





The
presence of competing mineral exploration companies may impact on our ability to
raise additional capital in order to fund our exploration programs if investors
are of the view that investments in competitors are more attractive based on the
merit of the mineral properties under investigation and the price of the
investment offered to investors.





We will
also be competing with other junior and senior mineral companies for available
resources, including, but not limited to, professional geologists, camp staff,
mineral exploration supplies and drill rigs.





Location
Challenges





We do not
expect any major challenges in accessing the Levuka the initial exploration
stages.





Regulations




Exploration
activities are subject to various national, state, foreign and local laws and
regulations in Fiji, which govern prospecting, development, mining, production,
exports, taxes, labor standards, occupational health, waste disposal, protection
of the environment, mine safety, hazardous substances and other matters. We
believe that we are in compliance in all material respects with applicable
mining, health, safety and environmental statutes and the regulations passed
thereunder in Fiji.




Our
exploration activities are subject to various federal, state and local laws and
regulations governing protection of the environment. These laws are continually
changing and, as a general matter, are becoming more restrictive. Our policy is
to conduct business in a way that safeguards public health and the environment.
We believe that our exploration activities are conducted in material compliance
with applicable laws and regulations. Changes to current local, state or federal
laws and regulations in the jurisdictions where we operate could require
additional capital expenditures and increased operating and/or reclamation
costs. Although we are unable to predict what additional legislation, if any,
might be proposed or enacted, additional regulatory requirements could render
certain exploration activities uneconomic.




Employees





We
currently have no employees other than our three officers and directors, who
have not been paid for their services and will not receive compensation from the
proceeds of this offering.  We do not have any employment agreements
with our directors and officers.  We do not presently have pension,
health, annuity, insurance, stock options, profit sharing or similar benefit
plans; however, we may adopt plans in the future. There are presently no
personal benefits available to our officers and directors.






-14-







We do not
intend to hire additional employees at this time. Unaffiliated independent
contractors that we will hire will conduct all of the work on the property. 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.










ITEM
3. LEGAL PROCEEDINGS







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







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







During
the past two years the Company has not held a meeting of shareholders but are
anticipating doing so during the current year.





PART
l l







ITEM
5.  MARKET REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASE OF EQUITY SECURITIES







The
Company is quoted on the OTCBB.  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 March 31, 2009, the
Company had 40 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.








ITEM
      6.  SELECTED FINANCIAL
INFORMATION





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.






-15-






Operation
Statement Data





For
      the yearended
              March 31, 2009
            March
      15, 2007
              (date
      of incorporation) to
              March 31, 2009Revenue
            $  -
            $   -Exploration
      expenses
            -
            6,173General
      and Administration
            41,422
            64,519Recognition
      of Impairment loss – mineral claim
            -
            5,000Net
      loss
            41,422
            75,692Weighted
      average shares outstanding (basic)
            2,605,500Weighted
      average shares outstanding (diluted)
            2,605,500Net
      loss per share (basic)
            $
      (0.016)Net
      loss per share (diluted)
            $
      (0.016)





Balance
Sheet Data





Cash
      and cash equivalent
            $   252Total
      assets
            252Total
      liabilities
            24,168Total
      Shareholders’ deficiency
            (23,916)





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 were
incorporated in the State of Nevada on March 15, 2007 to engage in the business
of acquisition, exploration and development of natural resource properties. Our
business address is Lot 25 – Mananikorovatu Road, 8 Mile Makoi, Nausori,
Fiji.  At the time of incorporation, Deborah Appana and Ashmi Deo were
named as directors on March 16, 2007 and on the same day Deborah Appana was
appointed Chief Executive Officer and President and Ashmi Deo was appointed
Chief Financial Officer, Chief Accounting Officer and Secretary
Treasurer.




We do not
have any subsidiaries, have never had a merger or a consolidation and never been
under the control of a receiver due to being bankrupt.    We
have not changed our name since our inception nor have we disposed of any
material amount of assets since our inception.




We
received our initial funding of $2,000 through the sale of common shares to
Deborah Appana in the amount of 1,250,000 common shares at a price of $0.001 per
share for a total consideration of $1,250 and 750,000 common shares at a price
of $0.001 per share to Ashmi Deo for a total consideration of
$750.  On February 29, 2008 we undertook a private placement whereby
we sold 605,000 common shares at a price of $0.05 for a total consideration of
$30,275.




We are a
start-up exploration stage company with no revenues and a limited operating
history.  There is the likelihood of the Levuka containing little or
no economic mineralization or reserves of gold and other minerals.  If the
Levuak does not contain any reserves all funds that we will be spending on
exploration will be lost.  Even if we complete our current exploration
program and are successful in identifying a mineral deposit we will be required
to expend substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or
reserve.   The possibility of having a mineral deposit is
remote.






-16-






We have
no historical information to allow anyone to base an evaluation on our future
performance. We have only been incorporate since March 15, 2007 and have
generated no revenue during our time in existence.  We do not know if
we will be successful in our business operations in the
future.   Like all new businesses we are a start up company and
will suffer all the problems of being a start up company as
follows:





●
            
            possible
      delays in exploring the Levuka and experiencing cost
    overruns;●
            
            trying
      to generate revenue or identify sources of cash, managing our assets and
      administrating ongoing financial commitments to our
    creditors;●
            
            adhering
      to all regulatory requirements both as a future public company and as a
      company required to meet State and Federal filing requirements;
      and●
            
            ensuring
      our shareholders are informed about our development on a regular
      basis.





Liquidity
and Capital Resources




We
realize that we will have to raise cash in the near future to continue our
operations.  If, in the future, we are unable to raise cash we might
not be able to pay our creditors.





The
following represents the minimum cash requirements over the next year to meet
our current and future financial obligations:





Accounting
      and audit
            $  12,150
            (a)Bank
      charges
            120Exploration
      of the Levuka
            20,630
            (b)Filing
      fees
            250
            (c)Office
            500
            (d)Transfer
      agent
            2,000
            (e)Estimated
      cash required before payment of accounts payable
            35,650Add:  Accounts
      payable as at March 31, 2009
            14,663Estimated
      cash required over next twelve months
            $  50,313





(a)
            We
      are estimating $12,150 in accounting and audit.  Our internal
      accountant will charge $4,150 and our independent accountants will charge
      an estimated amount of 8,000.   This will cover the
      examination of the year end financial statements and the various quarterly
      reports which will be required to be filed during the remainder of 2009
      and the start of 2010.





(b)
            The
      Sharma Report estimated a budget of $25,630 for exploration work on the
      Levuka.  In the prior year, we advanced $5,000 to commence
      work.





(c)           Filing
of Annual Report with the State of Nevada.





(d)           Office
expenses will comprise photocopying, delivery, fax and general office
supplies.





(e)           Annual
fee paid to the transfer agent and estimated cost of preparation of share
certificates.





The above
estimated cash requirements for the next twelve months does not reflect an
outlay of funds for management fee, rent and telephone.  Management to
date has taken no fees for their services and will continue with this policy
until such time as we have sufficient funds on hand to warrant such an expense
or a decision is made to cease exploration activities on the Levuka and proceed
to develop a proven ore reserve, if ever.






-17-







Analysis
of Financial Condition and Results of Operations





We have
cash and cash equivalents of $252 as at March 31, 2009.   We are
indebt to creditor in the amount of $14,663, other than our Directors, as
follows:





Internal
      accountant
            $  10,500Independent
      accountants (*)
            3,500Office
            663$  14,663





We have
received advances from our Directors in the amount of $9,505.  These
advances were used to purchase the Levuka, pay the transfer agent and filing
fees payable to the State of Nevada.





During
the last year we raised initial seed capital from investors and engaged the
services of Empire Stock Transfer Inc. to act as our transfer
agent.   The number and price per share subscribed for was as
follows:





Number of Shares
            Price per Share
            Amount2,000,000
            $
      0.001
            $   2,000605,500
            0.05
            30,2752,605,500
            
            $
      32,275





Since our
initial sale of the above noted shares we have not raised any other
capital.





During
the period from inception (March 15, 2007) to March 31, 2009 we have had
accumulated losses of $75,692 which are as follows:





Accounting
      and audit
            $  20,968
            (a)Bank
      charges
            278
            (b)Edgarizing
            2,782
            (c)Exploration
      expenses
            6,172
            (d)Filing
      fees
            937
            (e)Incorporation
      costs
            750
            (f)Legal
            14,731
            (g)Management
      fees
            15,000
            (h)Office
            1,532
            (i)Rent
            3,000
            (j)Recognition
      of an Impairment loss (Levuka claim)
            5,000
            (k)Telephone
            1,500
            (l)Transfer
      agent
            3,042
            (m)$
      75,692





(a)
            Relates
      to the preparation of the working papers for the period from inception to
      March 31, June 30, September 30, December 31, 2008 and March 31, 2009 by
      the internal accountant for submission to the independent accountants for
      their examination and/or review and the subsequent review and examination
      by the auditors.





(b)           Monthly
bank charges including printing of checks and deposit books.






-18-






(c)
            Represents
      the cost to edgarize the Form S-1, 424 (b) (i), 8-K and Forms 10-Qs and
      10K during the years.





(d)
            We
      have advanced $5,000 against the exploration budget in the Sharma Report
      noted above.  In addition, fees were incurred in obtaining a
      license required by non-incorporated Fijian companies to operate in the
      exploration industry.





(e)
            Represents
      payment to the Secretary of State of Nevada for the initial Annual Report
      in 2007, 2008 and 2009.





(f)           Incorporation
cost paid in 2007 to State of Nevada.





(g)
            Legal
      fees were incurred for preparing the documents for opening the Company’s
      bank account, for preparation of our effective registration statement and
      legal opinion on tradability of
shares.





(h)
            Our
      directors and officers have never received anything of value for their
      services nor have they received any compensation for the time they have
      spent on the business of our Company.  Nevertheless, recognition
      should be given for this service.   Therefore a charge of
      $1,000 per month commencing with January 2008 has been considered
      reasonable by management.  This amount has been expensed as a
      current period cost with an offsetting credit to Additional Paid-in
      Capital.   Basically, the accrual for management fees is a
      bookkeeping entry which will never have to be settled by our Company in
      either cash or shares either now or in the
  future.





(i)           Office
expenses were for courier, fax and photocopying.





(j)
            Our
      Company uses the premises of our President, Deborah Appana, without having
      to pay rent.   A normal rent for a small one room office in
      Nausori, Fiji near the downtown section would be approximately $200 per
      month.  The accounting treatment for rent is the same as for
      management fees above.





(k)
            Write
      off of cost of acquiring the Levuka.   The accounting
      procedure for the purchase of the Levuka and subsequent exploration costs
      is to treat them as period costs to be writing off in the period
      incurred.   If, and when, a decision is made to produce
      minerals from the Levuka will these costs be capitalized and amortized
      against future revenue from the
Levuka.





(l)
            We
      do not have our own telephone number at this time and are using the
      telephone number of Deborah Appana.  There is no charge for the
      use of this telephone but we realize there is a cost associated with a
      telephone and have therefore accrued $100 per month as a reasonable
      charge.   Similar to management fees and rent above, the
      expense has been recognized as a period cost with a credit to Additional
      Paid-in Capital.  It is our intention to have both our own
      office and telephone number once we have the funds to support
      it.





(m)
            Annual
      fee paid to Empire Stock Transfer Inc. to act as our transfer agent and
      for the issuance of share
certificates.





Our
Company has no plant or significant equipment to sell and we have no intension
to purchase any plant or significant equipment in the immediate future.
Presently we do not have any money to buy any significant assets.




We have
not considered discussing the Levuka with other parties in hopes of obtaining a
joint venture.   We want to undertake exploration work on the
Levuka so that we know what minerals are contained on it but do not have the
cash to bring the Levuka into production.   We might have to
consider a joint venture partner but at this time we do not want to be committed
to a partnership relationship.






-19-









Our
Limited Operating History and Working Capital Position




To meet
our need for cash we will have to raise money.   Our working
capital deficiency as at March 31, 2009 is $23,916.   We cannot
guarantee we will be successful in our business operations and the exploration
of the Levuka.   We cannot guarantee we will be able to raise
enough money in the future to stay in business.   Whatever money
we do raise will be used as working capital to meet current and future financial
obligations and to explore the Levuka.   If we are lucky enough
to find mineralization which is economically feasible to remove it, we will
attempt to raise additional money through subsequent private placements, public
offering or loans.




Off-balance
Sheet Arrangements




We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that is material to investors.




Short
and long-term Trend Liabilities




We are
unaware of any known trends, events or uncertainties that have or are reasonably
likely to have a material impact on our business either in the long-term or
long-term liquidity which have not been disclosed under the section on Risk
Factors.




Internal
and External Sources of Liquidity




There are
no material internal or external sources of liquidity.




Known
Trends, Events or Uncertainties having an Impact on Income




Since we
are in the start-up stage and the Levuka has not produced any income, there is a
chance that it never will, management does not know of any trends, events or
uncertainties that are reasonably expected to have a material impact on income
in the future.




Changes
in the Financial Statements and Accounting Issues




We do not
know of any cause for any material change from period to period in one or more
line items of our financial statements as shown in this Form
10-K.   These audited financial statements adhere with accounting
principles generally accepted in the United States of America.  The
preparation of our 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
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
January 31, 2008 we completed a private placement consisting of 2,000,000 common
shares at a price of $0.001 per shares to our directors and officers for a total
consideration of $2,000.   Our president and chief executive
officer, Deborah Appana, subscribed for 1,250,000 common shares whereas our
chief financial officer and secretary treasurer, Ashmi Deo, subscribed for
750,000 common shares.







-20-





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 1,800,000





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.





Our
shares are traded 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 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 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 Levuka 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 March 31,
2009 have been examined by our independent accountants, Moore & Associates
and attached hereto.








-21-











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




During
the year ended March 31, 2009, to the best of our knowledge, there have been no
disagreements with Moore & Associates on any matters of accounting
principles or practices, financial statement disclosure, or audit scope
procedures, which disagreement if not resolved to the satisfaction of Moore
& Associates 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 mechanisms to ensure objectives are achieved and are under the
supervision of the Company’s Chief Executive Officer, being Deborah Appana, and
Chief Financial Officer, being Ashini Deo. Good controls encourage efficiency,
compliance with laws and regulations, sound information, and seek to eliminate
fraud and abuse.




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
March 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 March 31,
2009, 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 to be 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.






-22-







●              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 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




Set forth
below is certain information concerning each of our directors and executive
officers of our Company as at April 30, 2009:






-23-






Name and Address
            Position(s)
            AgeDeborah
      Appana (*)
            Chief
      Executive Officer, President and Director (1)
            37Ashmi
      Deo (*)
            Chief
      Financial Officer, Chief Accounting
              Officer,
      Secretary-Treasurer  and Director (2)
            30





(*)
            Member
      of the Audit Committee.





(1)
            Deborah
      Appana was appointed a Director, President and Chief Executive Officer on
      March 16, 2007.(2)
            Ashmi
      Deo was appointed a Director, Secretary/Treasurer and Chief Financial
      Officer on March 16, 2007.




Each of
the directors name above will serve until the next Annual Meeting of
Stockholders or until their successors is duly elected and has
qualified.  Directors are elected for a one year term at the Annual
General Meeting of Stockholders.   Officers will hold their
positions at the pleasure of the Board of Directors, absent any employment
agreement, of which none currently exist or is contemplated.  There is
no arrangement or understanding between any of our directors or officers and any
other person pursuant to which any director or officer was or is to be selected
as a director or officer, and there is no arrangement, plan or understanding as
to whether non-management stockholders will exercise their voting rights to
continue to elect the directors of our Board of
Directors.   There are also no arrangements, agreements or
understanding between non-management stockholders that may directly or
indirectly participate in or influence the management of our
affairs.




None of
our directors or officers has professional or technical accreditation in the
mining business.




Historical
Backgrounds of our officers and directors




Deborah Appana attended South
Taveuni Primary School in Tavenui, Fiji between 1978 and 1979 before being
transferred in 1980 to Deanbandhoo Memorial Primary School in Suva,
Fiji.   Starting in 1984 through to 1989 she attended the Indian
College in Suva where she completed her secondary graduation and received the
Fiji School Leaving Certificate.   In 1990 she completed the Fiji
Seventh Form Examination.   Between 1995 and 1998 she attended
the University of South Pacific where she obtained a diploma as a paralegal
specializing in conveyancing.  In 1999, she joined the law firm of
Sherani & Co. in Suva and initially for a period of one year worked as a
receptionist.  In 2001 Deborah became a paralegal clerk responsible
for debt collection.   In 2005 she was appointed senior legal
secretary and in 2007 senior conveyancer and property appraiser for the law
firm.





Ashmi Deo was educated in
Vunimono High School starting in 1993 and ending in 1996.  During 1997
to 2000 she worked for Aee Pee’s Printing & Stationary Supplies as a graphic
art designer and office assistant.  During the first three months of
2000 she worked for Quality Print as a graphic art designer before joining the
firm of Niranjans Autoport Limited as a sales and marketing
officer.  In 2003 she attended the University of the South Pacific
where she undertook legal studies.  Subsequently she became employed
with the legal firm in Suva, Sherani & Company as a legal secretary
responsible for co-ordination of all client matters including billings and
preparation of all Supreme Court filings.   She is still employed
with Sherani & Co.





Neither
of our two directors and officers work full time for our
Company.  Deborah Appana spends approximately 10 hours a month on the
affairs of our Company and Ashmi Deo spends approximately 5 hours.  We
believe both of our directors and officers will have to increase the time they
spend on the affairs of our Company once we obtain a listing on the OTCBB and
our exploration program on the Levuka proves to be worthwhile.  If
they are unable to increase the hours they work on our behalf we will have to
hire consultants to assist them.   This could be expensive and if
we do not have the funds available we will not be able to hire consultants which
will hurt the development of our Company.






-24-






Our
Audit Committee




On May
21, 2007 our Board of Directors appointed Deborah Appana and Ashmi Deo to our
Audit Committee and on the same dated adopted an Audit Committee
Charter.  Neither Deborah nor Ashmi can be considered an “audit
committee financial expert” as defined in Item 407 of Sarbanes-Oxley Act of
2002.  The Audit Committee Members will have to search and find an
individual who meets these requirements.   This has not
occurred.


Our Audit
Committee Charter requires that its members monitor the following:


●
            
            the
      integrity of the financial statement of our Company;●
            
            the
      compliance by our Company with legal and regulatory
      requirements;●
            
            the
      independence and performance of our Company’s external
      auditors;●
            
            make
      regular reports to our Board of Directors;●
            
            review
      the annual financial statements, independence of auditors and fees to be
      paid to the independent auditors; and●
            
            report
      to our Board of Directors on legal, accounting and management
      matters.





Apart
from the Audit Committee, our Company does not have any other Board
committees.





Family
Relationships between our Directors and Officers





There is
no family relationship between Deborah Appana and Ashmi Deo.





Significant
Employees




We have
not yet reached the stage in our business development whereby we can justify
hiring additional employees other than our two directors and officers who are
presently doing the work that employees will be doing in the
future.




Conflicts
of Interest





We
believe that Deborah Appana and Ashmi Deo will not be subject to conflicts of
interest.  We adopted a Code of Ethics which details the
responsibilities of our directors and officers.





Other
Directorships





Neither
Deborah Appana nor Ashmi Deo are directors or officers of any other company
trading on the OTCBB or any other public market.   This might not
be the case in the future but as at the date of this prospectus they are not
officers or directors of any other public company.





Involvement
in Certain Legal Proceedings





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






-25-







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





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





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





(i)
            acting
      as a futures commission merchant, introducing broker, commodity trading
      advisor, commodity pool operator, floor broker, leverage transaction
      merchant, any other person  regulated by the Commodity Futures
      Trading Commission, or an 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, bank,
      savings and loan association or insurance company, or engaging in or
      continuing any conduct or practice in connection with such
      activity;





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





(iii)
            engaging
      in any 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 paragraph (3) (i)
      above, or to be associated with persons engaged in any such activities;
      or





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





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





Promoters
and Control Persons





Both
Deborah Appana and Ashmi Deo are considered promoters of our Company, within the
meaning of such terms under the Securities Act of 1933, as amended, since they
were instrumental in setting up the Company, putting in the initial “seed
capital” and seeking out other investors to participate in the private
placement.   They are also control persons since jointly they own
77% of our issued common shares. There are no other promoters involved with our
Company.








-26-











ITEM
11.      EXECUTIVE COMPENSATION




The
following table sets forth the compensation paid by our Company from March 15,
2007 (date of inception) to March 31, 2009, for each of our officers and
directors.   This information includes dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any.   The compensation discussed addresses all
compensation awarded to, earned by, or paid to named executive
officers.





Summary
Compensation Table





Name
      andPrincipal
      Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
              Awards
              ($)
            Option
              Awards
              ($)
            Non-equity
              Incentive
      Plan
              Compensation
              ($)
            Change
      in
              Pension
      value and
              Nonqualified
              CompensationEarnings
              ($)
            All
      other
              Compens-ation
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)Deborah
      Appana
              Chief
      Executive
              Officer
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-Ashmi
      Deo
              Chief
      Financial
              Officer
            2007
              2008
              2009
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-
            -0-
              -0-
              -0-





We have
not paid any salaries in 2007, 2008 and 2009 to date, and we do not anticipate
paying any salaries at any time during the forthcoming year.   We
will not be paying salaries until we have adequate funds to do so.





Board
of Directors’ Meetings





Our
Directors have not had an official Board of Directors’ meeting since our
inception.   All authorization for any action has been done by
Consent Resolutions to date.





Retirement,
Post-Termination and Change of Control





We have
no retirement, pension, or profit-sharing programs for the benefit of directors,
officers or other future employees, nor do we have post-termination or change in
control arrangements with directors and officers or anyone else, but our Board
of Directors may recommend adoption of one or more such programs in the future
if our cash position and operating revenues warrant it.





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.






-27-







Bonuses
and Deferred Compensation





None





Compensation
Pursuant to Plans





None





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.





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




Security
Ownership of Certain Beneficial Owners and Management




The
following table sets forth, as at April 30, 2009, the total number of shares
owned beneficially by each of our directors, officers and key employees,
individually and as a group, and the present owners of 5% or more of our total
outstanding shares. The shareholder listed below has direct ownership of his/her
shares and possesses sole voting and dispositive power with respect to the
shares.




Title
      ofClass
            Name
      and Address ofBeneficial
      Owner
            Amount
      andnature
      of
              BeneficialOwnership
            Percent
      ofClassCommon
              Stock
            Deborah
      Appana
              Lot
      25, Mananikorovatu Road
              8
      Miles Makoi,Nausori,
      Fiji
            1,250,000
            47.98%Common
              Stock
            Ashmi
      Deo
              Wainibokasi,
      Nausori, Fiji
            750,000
            28.78%Common
              Stock
            Directors
      and Officers as a
              Group
            2,000,000
            76.76%





The
2,000,000 shares shown above are restricted securities, as defined by Rule 144
of the Rules and Regulations of the SEC promulgated under the Securities
Act.   Under Rule 144, shares can be publicly sold, subject to
volume restrictions and restrictions on the manner of sale, commencing six
months after their acquisition.  Rule 144 provides that a person may
not sell more than 1% of the total outstanding shares in any three month period
and the sales must be sold either in a broker transaction or in a transaction
directly with a market maker.






-28-







Our
directors and officers have qualified under our effective registration statement
200,000 common shares which, when sold into the market, could have a depressive
effect on the market price.   They acquired these shares at
$0.001 per share and any price above their cost will be a profit to them whereas
our other shareholders would have to sell their shares at $0.05 per share to
recovery their original cost; assuming they paid that amount.





Because
our officers and directors will control our Company even if they sold 200,000
common shares mentioned above, the other shareholders would not have the ability
to cause a change in the course of our operations.   As such, the
value attributed to the right to vote is gone.   This could
result in a reduction in value to the shares owned by our other shareholders
because of the ineffective voting power.  For example, the number of
shares held by Deborah Appana and Ashmi Deo after they have sold the 200,000
shares qualified under our effective registration statement are as
follows:





Director and Officer
            Number
      of Shares held after sale of 200,000 common
      shares
            Future
      PercentageOwnershipDeborah
      Appana
            1,125,000
      shares
            43.17%Ashmi
      Deo
            675,000shares
            25.91%Total
      restricted shares
            1,800,000 shares
            69.08%








DESCRIPTION
OF SECURITIES





Our
authorized capital consists of 500,000,000 shares of common stock, par value
$0.001 per share, of which 2,605,500 shares are issued and
outstanding.





The
holders of our common stock are entitled to receive dividends as may be declared
by our Board of Directors; are entitled to share ratably 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.








-29-





Transfer
Agent





We have
engaged the services of Empire Stock Transfer Inc., Suite 304 – 2470 Saint Rose
Parkway, Henderson, Nevada, 89074, to act as transfer and
registrar.





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. The shares held by none officers and directors
are the present time represent 23 % of our outstanding shares.




Anti-Takeover
Provisions




There are
no Nevada anti-takeover provisions that may have the affect of delaying or
preventing a change in control. Sections 78.378 through 78.3793 of the Nevada
Revised Statutes relates to control share acquisitions that may delay to make
more difficult acquisitions or changes in our control, however, they only apply
when we have 200 or more stockholders of record, at least 100 of whom have
addresses in the State of Nevada appearing on our stock ledger and we do
business in the State directly or through an affiliated corporation. Neither of
the foregoing events seems likely to occur. Currently, we have no Nevada
shareholders. Further, we do not do business in Nevada directly or through an
affiliate corporation and we do not intend to do business in the State of Nevada
in the future. Accordingly there are no anti-takeover provisions that have the
affect of delaying or preventing a change in our control.





Available
Information





We are
subject to the informational requirements of the Securities Exchange Act of 1934
and, in accordance therewith, will be responsible to file reports, proxy
statements and other information with the SEC.  Our reports, proxy
statements and other information filed pursuant to the Securities Exchange Act
of 1934 may be inspected and copied at the public reference facilities
maintained by the SEC at 100 F Street N.W., Washington, DC, 20549, at prescribed
rates.   The public may obtain information on the operations of
the Public Reference Room by calling SEC at 1-800-SEC-0330.   In
addition, the SEC maintains a Web site that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC.   The address of the SEC’s Web sit
is http://www.sec.gov.





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.








-30-








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 March 15, 2007 (date of inception ) to March 31, 2009 and
thereafter to the date of this Form 10-K, or any currently proposed
transactions, or series of similar transactions, to which our Company was or is
to be a party, in which the amount involved exceeds $120,000, and in which any
director, executive officer, any security holder or related party who is known
by us to own of record or beneficially more than 5% of any class of our
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, from March 15,
2007 (date of inception) to March 31, 2009, or any currently proposed
transactions, or series of similar transactions, to which our Company was or is
to be a part, in which the amount involved exceeded $120,000 and in which any
director or executive officer, or any security holder who is known to us to own
of record or beneficially more than 5% of the common shares of our Company's
capital stock, or any member of the immediate family of any of the foregoing
persons, has an interest.





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 7, 2007, a Code of Business Ethics and Control for
the Board of Directors (the “Code”).Qele’s Code embodies our commitment to such
ethical principles and sets forth the responsibilities of Qele 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 March 31, 2009 for professional services for the review of the quarterly
financial statements as at June 30, September 30 and December 31, 2008, annual
financial statements as of March 31, 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 June 30, September 30 and December 31, 2008 and
$3,500 for the audit of March 31, 2009.





(2)           Audit-Related
Fees





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








-31-





(3)           Tax Fees





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





(4)           All Other
Fees





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





(5)           Audit Committee’s
Pre-approval Policies





At the
present time, there are not sufficient directors, officers and employees
involved with Qele nor to make any pre-approval policies
meaningful.  Once Qele 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 Qele’s internal accountant.






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 Moore & Associates
            35Balance
      Sheet as at March 31, 2009 and 2008
            36Statement
      of Operations for the years ended March 31, 2009 and 2008 and for the
      period from March 15, 2007 (date of inception) to March 31,
      2009
            37Statement
      of Changes in Stockholders’ Equity for the period from March 15, 2007
      (date of inception) to March 21, 2009
            38





Statement
      of Cash Flows for the years ended March 31, 2009 and 2008 and for the
      period from March 15, 2007 (date of inception) to March 31,
      2009
            39Notes
      to the Financial Statements
            40





(a)  (2)   Financial Statement
Schedules





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





None.








-32-








(a)  (3)   Exhibits





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





2
            
            Corporate
      Charter (incorporated by reference from Qele’s Registration Statement on
      Form S-1 filed on June 17, 2008, Registration No.
    333-151708)3(i)
            
            Articles
      of Incorporation (incorporated by reference from Qele’sRegistration
      Statement on Form S-1 filed on June 17, 2008, Registration No.
      333-151708)3(ii)
            
            By-laws
      (incorporated by reference from Qele’s Registration Statement on Form S-1
      filed on June 17, 2008, Registration No. 333-151708)10.1
            
            Transfer
      Agent and Registrar Agreement (incorporated by reference from Qele’s
      Registration Statement on Form S-1 filed on June 17, 2008 Registration No.
      333-151708)











-33-










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





QELE
RESOURCES, INC.


(Registrant)








By:  DEBORAH
APPANA


Dborah Appana


Chief Executive
Officer,


President and
Director





By:   ASHMI
      DEO


Ashmi
      Deo


Chief
      Accounting Officer,


Chief
      Financial Officer and Director











-34-











MOORE
& ASSOCIATES, CHARTERED


ACCOUNTANTS AND
ADVISORS


PCAOB REGISTERED








REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM








To
the Board of Directors


Qele
Resources Inc.


(A
Exploration Stage Company)





We have
audited the accompanying balance sheets of Qele Resources Inc. (A Exploration
Stage Company) as of March 31, 2009 and 2008, and the related statements of
operations, stockholders’ deficit and cash flows for the years ended March 31,
2009 and 2008 and since inception on March 17, 2007 through March 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 on our audits.





We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Qele Resources Inc. (A Exploration
Stage Company) as of March 31, 2009 and 2008, and the related statements of
operations, stockholders’ deficit and cash flows for the years ended March 31,
2009 and 2008 and since inception on March 17, 2007 through March 31, 2009, in
conformity with accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 3 to the
financial statements, the Company has an accumulated deficit of $75,692, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 3.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.





/s/
Moore & Associates, Chartered





Moore
& Associates, Chartered


Las
Vegas, Nevada


June 2,
2009








6490 West Desert Inn Rd, Las
Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501











-35-







QELE
RESOURCES INC.


(An
Exploration Stage Company)





BALANCE
SHEETS


(In US
Dollars)





March
      31,2009
            March
      31,2008ASSETSCurrent
      AssetsCash
            252
            16,710Total
      Current Assets
            252
            16,710Equipment
            0
            0TOTAL
      ASSETS
            252
            16,710LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
            14,663
            7,720Due
      to Directors
            9,505
            7,084Total
      Current Liabilities
            24,168
            14,804Long
      term Liabilities
            0
            0Total
      Liabilities
            24,168
            14,804Stockholders’
      Deficit500,000,000
      Common Shares Authorized with aPar
      Value of $0.001 per Share
              2,605,500
      Shares Issued
            2,606
            2,606Additional
      Paid-in Capital
            49,170
            33,570Accumulated
      deficit during exploration stage
            (75,692)
            (34,270)Total
      Stockholders (Deficit) Equity
            (23,916)
            1,906TOTAL
      LIABILITIES AND SHAREHOLDERS’ DEFICIT
            252
            16,710





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








-36-







QELE
RESOURCES INC.


(An
Exploration Stage Company)





STATEMENTS
OF OPERATIONS


(In US
Dollars)





For
      the yearended
              March 31, 2009
            For
      the yearended
              March 31, 2008
            From
      inception
              (March
      15, 2007)to
              March 31, 2009Revenue
            0
            0
            0ExpensesExploration
            -
            6,173
            6,173General
      and administrative expenses
            41,422
            22,347
            64,519Recognition
      of an Impairment Loss(Mineral
      Claims)
            -
            5,000
            5,00041,422
            33,520
            75,692Provision
      for income taxes
            -
            -
            -Net
      Income (Loss)
            (41,422)
            (33,520)
            (75,692)Basic
      & Diluted (Loss) per Common Share
            (0.016)
            (0.016)Weighted
      Average Number of Common Shares
            2,605,500
            2,052,940





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








-37-











QELE
RESOURCES INC.


(An
Exploration Stage Company)





STATEMENTS
OF STOCKHOLDERS’ DEFICIT


From
Inception (March 15, 2007) to March 31, 2009


(In US
Dollars)





Common Stock
              Shares           Amount
            Paid
      inCapital
            DeficitAccumulated
              DuringExploration
              Stage
            TotalEquityShares
      issued to founders at$0.001
      per share on
              January
      31, 2008
            2,000,000        2,000
            
            
            2,000Net
      loss for the period
            .         .
            .
            (750)
            (750)Balance,
      March 31, 2007
            2,000,000        2,000
            
            (750)
            1,250Shares
      issued to subscribers at$0.05
      per share onFebruary 29, 2008
            605,500           606
            29,670
            
            30,276Contributed
      expenses
            
            3,900
            
            3,900Net
      loss for the period
            .        .
            .
            (33,520)
            (33,520)Balance,
      March 31, 2008
            2,605,500        2,606
            33,570
            (34,270)
            1,906Contributed
      expenses
            
            15,600
            
            15,600Net
      loss for the period
            .        .
            .
            (41,422)
            (41,422)Balance,
      March 31, 2009
            2,605,500        2,606
            49,170
            (75,692)
            (23,916)







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








-38-








QELE
RESOURCES INC.


(An
Exploration Stage Company)





STATEMENTS
OF CASH FLOWS


(In US
Dollars)





For
      the yearended
              March 31, 2009
            For  the
      yearended
              March 31, 2008
            From
      inception
              (March
      15, 2007)to
              March 31, 2009Operating ActivitiesNet
      Income (Loss)
            (41,422)
            (33,520)
            (75,692)Recognition
      of an Impairment Loss(Mineral
      Claim)
            
            5,000
            5,000Contributed
      expenses
            15,600
            3,900
            19,500Accounts
      Payable
            6,943
            7,720
            14,663Net
      Cash used in Operating Activities
            (18,879)
            (16,900)
            (36,529)Investing ActivitiesPurchase
      of Mineral Claim
            -
            (5,000)
            (5,000)Net
      Cash used by Investing ActivitiesFinancing ActivitiesAdvances
      from Directors
            2,421
            8,334
            9,505Shares
      issued
            -
            606
            2,606Additional
      Paid-in-Capital
            -
            29,670
            29,670Net
      Cash provided from FinancingActivities
            2,421
            38,610
            41,781Cash
      at the Beginning of Period
            16,710
            0
            0Cash
      at end of Period
            252
            16,710
            252





Supplemental
      disclosure of cash flowinformation:Cash
      paid for:Interest
            
            
            $  -Income taxes
            
            
            $  -











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








-39-








QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





Note 1
-                      ORGANIZATION
AND DESCRIPTION OF BUSINESS





Qele
Resources Inc. was organized under the laws of the State of Nevada on March 15,
2007 to explore mineral properties in the Republic of Fiji.





Qele
Resources was formed to engage in the exploration of mineral properties for gold
and silver.   The Company purchased a 100% interest in the
minerals of a mineral claim, known as Levuka Gold Claim, consisting of one-9
unit claim block containing 83.4 hectares located on the Fijian island of
Ovalau.





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES





a.           Accounting
Methods





The
Company’s financial statements are prepared using the accrual method of
accounting.  The Company has elected a March 31 year-end.





b.           Revenue
Recognition





The
Company recognizes revenue when persuasive evidence of an arrangement exists,
good delivered, the contract price is fixed or determinable, and collectibility
is reasonable assured.





c.           Income
Taxes





The
Company prepares its tax returns on the accrual basis.   As at
March 31, 2009, the Company had accumulated net operating losses carried forward
of $75,692 for income tax purposes.   The tax benefit of
approximately $22,700 from the loss carried forward has been fully offset by a
valuation reserve because the future tax benefit is undeterminable since the
Company is unable to establish a predictable projection of operating profits for
the future years.  Losses will expire on 2030.





d.           Foreign
currency translation





The
Company has adopted the US dollar as its functional and reporting
currency.





In
accordance with FASB/FAS 52 paragraph 12, “All elements of the financial
statements shall be translated by using a current exchange
rate.   For assets and liabilities, the exchange rate at the
balance sheet date shall be used. For revenue, expenses, gains and losses, the
exchange rate at the date of which those elements are recognized shall be
used.  Because translation at the exchange rates at the dates the
numerous revenue, expenses, gains and losses are recognized is generally
impractical, an appropriately weighted average exchange rate for the period may
be used to translate those elements.”








-40-








QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





e.           Use
of Estimates





The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting
period.   Actual results could differ from those
estimates.





f.           Advertising
and Market Development





The
company expenses advertising and market development costs as
incurred.





g.           Assets





The
Company holds no assets other than cash as at March 31, 2009 and no assets other
than cash as at March 31, 2008.





March 31, 2009
            March 31, 2008ASSETSCurrent
      AssetsCash
            252
            16,710Total
      Current Assets
            252
            16,710Fixed
      Assets
            0
            0TOTAL
      ASSETS
            252
            16,710





Mineral
Property.





The
Levuka Gold Claim is owned 100% by the Company and is consists of one-9 unit
claim block containing 83.4 hectares located 28 south-east coast of the Fijian
island of Ovalau, in between Suva and Sigatoka, Fiji.





The
proposed work program includes geological mapping, geophysical surveying and
geochemical surveying and surface sampling.  The anticipated costs of
this exploration program are expected to be done under Phase 1 as more fully
outlined below.











-41-














QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





Mineral
Property - continued





Phase
I





Fijian Dollar
            U.S Dollars1.
            Geological
      Mapping
            $   7,000
            $    3,9012.
            Geophysical
      Surveying
            9,200
            5,1273.
            Geochemical
      surveying and surface sampling
              (including
      sample collection and assaying)
            22,000
            12,262Total of Phase 1
            $
      38,200
            $
      21,290





Depending
upon the results of Phase I, the Company will decided upon the work program for
Phase II.





In
accordance with FASB No. 89 “Additional Disclosure by Enterprises with Mineral
Resources Assets” the Company since inception (March 15, 2007) has yet to
establish a proven or probable mining reserves and has no quantities of proved
mineral reserves or probable mineral reserves.   Moreover, the
Company has not purchased or sold proven or probable minerals reserves since
inception.  Due to the fact that the Company has no proven or probable
mining reserves the Company will record its exploration and development costs
within operating expenses, as opposed to capitalizing those costs.





Exploration
costs have been translated to US dollars at the rate of $1.00 Fijian dollar to
$0.55735 US dollars.





h.           Income





Income
represents all the Company’s revenue less all its expenses in the periods
incurred.   The Company has no revenue as at March 31, 2009 and
2008 and has paid expenses of $41,422 for the year ended March 31, 2009 and
$33,520 for the year ended March 31, 2008.





In
accordance with FASB/ FAS 142 option 12, paragraph 11 “Intangible Assets Subject
to Amortization”, a recognized intangible asset shall be amortized over its
useful life to the reporting entity unless that life is determined to be
indefinite.  If an intangible asset has a finite useful life, but the
precise length of that life is not known, that intangible asset shall be
amortized over the best estimate of its useful life.   The method
of amortization shall reflect the patter in








-42-





QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





h.           Income
- continued





which the
economic benefits of the intangible assets are consumed or otherwise used
up.   If that pattern cannot be reliably determined, a
straight-line amortization method shall be used.  An intangible asset
shall not be written down or off in the period of acquisition unless it becomes
impaired during that period.





The
Company has determined that its Levuka Gold Claim is held and used for
Impairment, as per SFAS 121: “Accounting for the Impairment of Long-Live
Assets.”  The Company’s determination is based on its current period
operating losses with the Company’s history of operating losses and its
projection that demonstrates continuing losses associated with the Levuka Gold
Claim.





In
accordance with FASB 144, 25, “An impairment loss recognized for a long-lived
asset (asset group) to be held and used shall be included in income from
continuing operations before income taxes in the income statement of a business
enterprise and in income from continuing operations in the statement of
activities of a not-for-profit organization.   If a subtotal such
as “income from operations” is presented, it shall include the amount of that
loss.”  The Company has recognized the impairment of a long-lived
asset by declaring that amount as a loss in income from operations in accordance
with an interpretation of FASB 144.





i.           Basic
Income (Loss) Per Share





In
accordance with SFAS No. 128 – “Earning Per Share”, the basic loss per common
share is computed by dividing net loss available to common stockholders by the
weighted average number of common shares outstanding.  Diluted loss
per common share is computed similar to basic loss per common share except that
the denominator is increased to include the number of additional common shares
that would have been outstanding if the potential common shares have been issued
and if the additional common shares were dilutive.   At March 31,
2009 and 2008, the Company has no stock equivalents that were anti-dilutive and
excluded in the earnings per share computation.





Periods
ending March 31, 2009 and 2008





March 31, 2009
            March 31, 2008Net
      Income (Loss)
            41,422
            33,520Basic
      & Diluted (Loss) per Share
            (0.016)
            (0.016)Weighted
      Average Number of Shares
            2,605,500
            2,052,940









-43-





QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements


(In US
Dollars)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





j.           Cash
and Cash Equivalents





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





March 31, 2009
            March 31, 2008ASSETSCurrent
      AssetsCash
            252
            16,710Total
      Current Assets
            252
            16,710





k.           Liabilities





Liabilities
are made up of current liabilities.





Current
liabilities include accounts payable of $14,663 and due to directors of $9,505
on aggregate.





March 31, 2009
            March 31, 2008LIABILITIESCurrent
      LiabilitiesAccounts
      Payable
            14,663
            7,720Due
      to Directors
            9,505
            7,084Total
      Current Liabilities
            24,168
            14,804





l.           Stockholders’
Equity





a)           Authorized:





500,000,000
common shares with a par value of $0.001.





b)           Issued:





As of
March 31, 2009, there were 2,605,500 common shares issued and outstanding with
2,000,000 common shares with a value of $0.001 per share for a total of $2,000
and 605,500 common shares with a value of $0.05 per share for a total of
$30,275.








-44-







QELE
RESOURCES INC.


(An
Exploration Stage Company)


Footnotes
to the Financial Statements





(In US
Dollars)





Note 2
-                      SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES (continued)





l.           Stockholders’
Equity - continued





There are
no preferred shares outstanding.  The Company has no authorized
preferred shares.





The
Company has no stock option plan, warrants or other dilutive
securities.





NOTE 3
-                      GOING
CONERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern, which contemplates the realization of assets
and the liquidation of liabilities in the normal course of
business.  However, the Company has accumulated losses and is
new.   This raises substantial doubt about the Company’s ability
to continue as a going concern.   The financial statements do not
include any adjustment that might result from this uncertainty.





As shown
in the accompanying financial statements, the Company has incurred a net loss of
$41,422 for the year ended March 31, 2009 and $75,692 for the period from
inception (March 15, 2007) to March 31, 2009 and has not generated any
revenues.  The future of the Company is dependent upon its ability to
obtain financing and upon future profitable operations from the development of
acquisitions.   Management has plans to seek additional capital
through a private placement and public offering of its common
stock.   The financial statements do not include any adjustments
relating to the recoverability and reclassification of recorded assets, or the
amounts of and classification of liabilities that might be necessary in the
event the Company cannot continue in existence.








-45-