SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

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

                   For the Fiscal Year Ended April 30, 2009
    OR
( )      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                           Commission File No. - None

                              DAULTON CAPITAL CORP.
                       ---------------------------------
                 (Name of Small Business Issuer in its charter)

        Nevada                                       30-0459858
---------------------------------           ----------------------------------
(State or other jurisdiction              (I.R.S. Employer Identification No.)
 of incorporation or organization)

                           39 New Brighton Manor S.E.
                        Calgary, Alberta, Canada T2Z 4G8
                       ----------------------------------
                     (Address of Principal Executive Office)

Registrant's telephone number, including Area Code: (888) 387-1403 Securities
registered pursuant to Section 12(b) of the Act: None Securities registered
pursuant to Section 12(g) of the Act:

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

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

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

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

Large accelerated filer  [  ]                   Accelerated filer  [ ]

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

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

The aggregate market value of the voting stock held by non-affiliates of the
Company on October 31, 2008 was approximately $-0-.

As of June 30, 2009, the Company had 14,400,000 issued and outstanding shares of
common stock.

Documents incorporated by reference:      None

<PAGE>

          CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

         This report includes "forward-looking statements". All statements other
than statements of historical facts included in this report, regarding the
Company's financial position, reserve quantities and net present values,
business strategy, plans and objectives of management of the Company for future
operations and capital expenditures, are forward-looking statements. Although
the Company believes that the expectations reflected in the forward-looking
statements and the assumptions upon which such forward-looking statements are
based are reasonable, it can give no assurance that such expectations and
assumptions will prove to have been correct. Reserve estimates are generally
different from the quantities of oil and natural gas that are ultimately
recovered.















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<PAGE>


ITEM 1.    DESCRIPTION OF BUSINESS

      Daulton Capital was incorporated in Nevada on January 8, 2008 and plans to
be involved in the exploration and development of oil and gas.

      Daulton Capital plans to evaluate undeveloped oil and gas prospects and
participate in drilling activities on those prospects which in the opinion of
management are favorable for the production of oil or gas. If, through its
review, a geographical area indicates geological and economic potential, Daulton
Capital may attempt to acquire leases or other interests in the area. Daulton
Capital may then attempt to sell portions of its leasehold interests in a
prospect to unrelated third parties, thus sharing the risks and rewards of the
exploration and development of the prospect with the joint owners. One or more
wells may be drilled on a prospect, and if the results indicate the presence of
sufficient oil and gas reserves, additional wells may be drilled on the
prospect.

      Daulton Capital may also:

     o    acquire a working  interest in one or more  prospects  from others and
          participate with the other working interest owners in drilling, and if
          warranted, completing oil or gas wells on a prospect, or

     o    purchase producing oil or gas properties.

      Daulton Capital's activities will primarily be dependent upon available
financing.

      Daulton Capital has a 20% working interest (16% net revenue interest) in
an oil and gas lease covering 20 acres in Creek County, Oklahoma. As of June 30,
2009 the well was producing approximately two barrels of oil per day, net to
Daulton Capital's interest.

      On July 30, 2008 Daulton Capital acquired a 5% working interest (4% net
revenue interest) in six wells located in Pawnee County, Oklahoma. In
consideration for assignment of the working interest in these wells Daulton
Capital issued 300,000 shares of its restricted common stock to the former owner
of the working interest. As of June 30, 2009, the wells were shut in and not
producing.

      In June 2008 Semcrude, Inc., the purchaser of the oil produced by Daulton
Capital's wells, filed for bankruptcy under Chapter 11 of the Federal Bankruptcy
Code. As a result, payments to Daulton Capital for oil sold have been
temporarily suspended.

      On October 16, 2008, and pursuant to the provisions the Nevada Revised
Statutes, the director of Daulton Capital adopted a resolution approving a
four-for-one forward split of Daulton Capital's common stock and increasing
Daulton Capital's authorized capitalization to 200,000,000 shares of common
stock. Unless otherwise indicated, all per-share data in this report has been
revised to reflect the forward stock split.

     On  April  25,  2009  Daluton   Capital  signed  an  agreement  to  acquire
approximately  90% of the outstanding  shares of Energy Solutions People Inc. in


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<PAGE>

exchange for 7,234,034  shares of Daulton's  common stock.  Energy Solutions was
incorporated  in Nevada in September 2007.  Shortly after its formation,  Energy
Solutions  acquired the rights to various  renewable energy  products,  the most
significant of which are wind turbines and solar powered electrical  generators.
This agreement was subsequently terminated.

      The following table shows, as of June 30, 2009, by state or region,
Daulton Capital's producing wells, Developed Acreage and Undeveloped Acreage,
excluding service (injection and disposal) wells:

State       Productive Wells (1)   Developed Acreage   Undeveloped  Acreage (1)
             Gross         Net     Gross         Net     Gross           Net

Oklahoma       1           0.16      20          3.2       --            --


(1)  "Undeveloped Acreage" includes leasehold interests on which wells have not
     been drilled or completed to the point that would permit the production of
     commercial quantities of natural gas and oil regardless of whether the
     leasehold interest is classified as containing proved undeveloped reserves.

      The following table shows, as of June 30, 2009 the status of Daulton
Capital's gross developed and undeveloped acreage.

State             Gross Acreage    Held by Production    Not Held by Production

Oklahoma              20                  20                      --

      Acres Held By Production remain in force so long as oil or gas is produced
from the well on the particular lease. Leased acres which are not Held By
Production require annual rental payments to maintain the lease until the first
to occur of the following: the expiration of the lease or the time oil or gas is
produced from one or more wells drilled on the lease acreage. At the time oil or
gas is produced from wells drilled on the leased acreage the lease is considered
to be Held By Production.

      Daulton Capital does not own any Overriding Royalty Interests.

      Title to properties is subject to royalty, overriding royalty, carried,
net profits, working and other similar interests and contractual arrangements
customary in the oil and gas industry, to liens for current taxes not yet due
and to other encumbrances. As is customary in the industry in the case of
undeveloped properties, little investigation of record title is made at the time
of acquisition (other than a preliminary review of local records). Drilling
title opinions are always prepared before commencement of drilling operations;
however, as is customary in the industry.

      Daulton Capital is not obligated to provide a fixed and determined
quantity of oil or gas in the future. During the last three fiscal years,
Daulton Capital has not had, nor does it now have, any long-term supply or
similar agreement with any government or governmental authority.


                                       4
<PAGE>

GOVERNMENT REGULATION

      Various state and federal agencies regulate the production and sale of oil
and natural gas. All states in which Daulton Capital plans to operate impose
restrictions on the drilling, production, transportation and sale of oil and
natural gas.

      The Federal Energy Regulatory Commission (the "FERC") regulates the
interstate transportation and the sale in interstate commerce for resale of
natural gas. The FERC's jurisdiction over interstate natural gas sales has been
substantially modified by the Natural Gas Policy Act under which the FERC
continued to regulate the maximum selling prices of certain categories of gas
sold in "first sales" in interstate and intrastate commerce.

      FERC has pursued policy initiatives that have affected natural gas
marketing. Most notable are (1) the large-scale divestiture of interstate
pipeline-owned gas gathering facilities to affiliated or non-affiliated
companies; (2) further development of rules governing the relationship of the
pipelines with their marketing affiliates; (3) the publication of standards
relating to the use of electronic bulletin boards and electronic data exchange
by the pipelines to make available transportation information on a timely basis
and to enable transactions to occur on a purely electronic basis; (4) further
review of the role of the secondary market for released pipeline capacity and
its relationship to open access service in the primary market; and (5)
development of policy and promulgation of orders pertaining to its authorization
of market-based rates (rather than traditional cost-of-service based rates) for
transportation or transportation-related services upon the pipeline's
demonstration of lack of market control in the relevant service market. Daulton
Capital does not know what effect the FERC's other activities will have on the
access to markets, the fostering of competition and the cost of doing business.

      Daulton Capital's sales of oil and natural gas liquids will not be
regulated and will be at market prices. The price received from the sale of
these products will be affected by the cost of transporting the products to
market. Much of that transportation is through interstate common carrier
pipelines.

      Federal, state, and local agencies have promulgated extensive rules and
regulations applicable to Daulton Capital's oil and natural gas exploration,
production and related operations. Most states require permits for drilling
operations, drilling bonds and the filing of reports concerning operations and
impose other requirements relating to the exploration of oil and natural gas.
Many states also have statutes or regulations addressing conservation matters
including provisions for the unitization or pooling of oil and natural gas
properties, the establishment of maximum rates of production from oil and
natural gas wells and the regulation of spacing, plugging and abandonment of
such wells. The statutes and regulations of some states limit the rate at which
oil and natural gas is produced from Daulton Capital's properties. The federal
and state regulatory burden on the oil and natural gas industry increases
Daulton Capital's cost of doing business and affects its profitability. Because
these rules and regulations are amended or reinterpreted frequently, Daulton
Capital is unable to predict the future cost or impact of complying with those
laws.


                                       5
<PAGE>

COMPETITION AND MARKETING

      Daulton Capital will be faced with strong competition from many other
companies and individuals engaged in the oil and gas business, many are very
large, well established energy companies with substantial capabilities and
established earnings records. Daulton Capital may be at a competitive
disadvantage in acquiring oil and gas prospects since it must compete with these
individuals and companies, many of which have greater financial resources and
larger technical staffs. It is nearly impossible to estimate the number of
competitors; however, it is known that there are a large number of companies and
individuals in the oil and gas business.

      Exploration for and production of oil and gas are affected by the
availability of pipe, casing and other tubular goods and certain other oil field
equipment including drilling rigs and tools. Daulton Capital will depend upon
independent drilling contractors to furnish rigs, equipment and tools to drill
its wells. Higher prices for oil and gas may result in competition among
operators for drilling equipment, tubular goods and drilling crews which may
affect Daulton Capital's ability expeditiously to drill, complete, recomplete
and work-over its wells. However, Daulton Capital has not experienced and does
not anticipate difficulty in obtaining supplies, materials, drilling rigs,
equipment or tools.

      Daulton Capital does not refine or otherwise process crude oil and
condensate production. Substantially all of the crude oil and condensate
production from Daulton Capital's well is sold at posted prices under short-term
contracts, which is customary in the industry.

      The market for oil and gas is dependent upon a number of factors beyond
Daulton Capital's control, which at times cannot be accurately predicted. These
factors include the proximity of wells to, and the capacity of, natural gas
pipelines, the extent of competitive domestic production and imports of oil and
gas, the availability of other sources of energy, fluctuations in seasonal
supply and demand, and governmental regulation. In addition, there is always the
possibility that new legislation may be enacted which would impose price
controls or additional excise taxes upon crude oil or natural gas, or both.
Oversupplies of natural gas can be expected to recur from time to time and may
result in the gas producing wells being shut-in. Increased imports of natural
gas may adversely affect the market for domestic natural gas.

      The market price for crude oil is significantly affected by policies
adopted by the member nations of Organization of Petroleum Exporting Countries
("OPEC"). Members of OPEC establish prices and production quotas among
themselves for petroleum products from time to time with the intent of
controlling the current global supply and consequently price levels. Daulton
Capital is unable to predict the effect, if any, that OPEC or other countries
will have on the amount of, or the prices received for, crude oil and natural
gas.

     Gas  prices,   which  were  once   effectively   determined  by  government
regulations,  are now largely  influenced by  competition.  Competitors  in this
market  include  producers,   gas  pipelines  and  their  affiliated   marketing
companies,  independent  marketers,  and providers of alternate energy supplies,
such as residual  fuel oil.  Changes in government  regulations  relating to the
production,  transportation  and  marketing of natural gas have also resulted in
significant  changes  in the  historical  marketing  patterns  of the  industry.
Generally,  these changes have resulted in the  abandonment by many pipelines of


                                       6
<PAGE>

long-term  contracts  for the purchase of natural gas,  the  development  by gas
producers of their own marketing  programs to take advantage of new  regulations
requiring  pipelines to transport  gas for  regulated  fees,  and an  increasing
tendency to rely on short-term contracts priced at spot market prices.

GENERAL

      Daulton Capital has never been a party to any bankruptcy, receivership,
reorganization, readjustment or similar proceedings. Since Daulton Capital is
engaged in the oil and gas business, it does not allocate funds to product
research and development in the conventional sense. Daulton Capital does not
have any patents, trade-marks, or labor contracts. With the exception of Daulton
Capital's oil and gas leases, Daulton Capital does not have any licenses,
franchises, concessions or royalty agreements. Backlog is not material to an
understanding of Daulton Capital's business. Daulton Capital's business is not
subject to renegotiation of profits or termination of contracts or subcontracts
at the election of federal government.

         As of June 30, 2009 Daulton Capital did not have any full time
employees.

ITEM 1A.   RISK FACTORS

      Not applicable.


ITEM 1B.   UNRESOLVED STAFF COMMENTS

      Not applicable.

ITEM 2.    PROPERTIES

      See Item 1 of this report for information concerning Daulton Capital's oil
and gas properties.

      Daulton Capital's offices are located at 39 New Brighton Manor S.E.,
Calgary, Alberta, Canada T2Z 4G8. The 550 square feet of office space is
occupied under a lease requiring rental payments of $1,000 per month.

ITEM 3.    LEGAL PROCEEDINGS

      Daulton Capital is not involved in any legal proceedings.

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

      Not applicable


                                       7
<PAGE>

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

      On September 4, 2008 Daulton Capital's common stock was listed on the OTC
Bulletin Board under the symbol "DLTN". On November 17, 2008, and in connection
with Daulton Capital's four-for-one forward stock split, Daulton Capital's
trading symbol was changed to "DULT". The following table shows the high and low
sale prices of Daulton Capital's common stock during the periods presented as
reported by the NASD. The closing sale prices reflect inter-dealer prices
without adjustment for retail markups, markdowns or commissions and may not
reflect actual transactions.
                                             Closing Sale Price
                                                Common Stock
                                             -------------------
            Quarter Ended                    High           Low

            October 31, 2008                  *               *
            January 31, 2009                  *               *
            April 30, 2009                  $0.83          $0.25


*   Daulton Capital's stock did not trade during this period.

      As of June 30, 2009 there were approximately 60 holders of Daulton
Capital's common stock.

      The market price of Daulton Capital's common stock is subject to
significant fluctuations in response to, and may be adversely affected by (i)
variations in quarterly operating results, (ii) developments in the oil and gas
industry generally and more particularly within the geographically and
geological areas that the Company owns and operates properties, and (iii)
general stock market conditions.

      Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. Daulton Capital's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.

       Daulton Capital's Articles of Incorporation authorize its Board of
Directors to issue up to 5,000,000 shares of preferred stock. The provisions in
the Articles of Incorporation relating to the preferred stock allow Daulton
Capital's directors to issue preferred stock with multiple votes per share and
dividend rights which would have priority over any dividends paid with respect
to the holders of Daulton Capital's common stock. The issuance of preferred
stock with these rights may make the removal of management difficult even if the
removal would be considered beneficial to shareholders generally, and will have
the effect of limiting shareholder participation in certain transactions such as
mergers or tender offers if these transactions are not favored by Daulton
Capital's management.


                                       8
<PAGE>

ITEM 6.    SELECTED FINANCIAL DATA

      Not applicable.

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

      The following discussion of financial condition and results of operations
should be read in conjunction with the consolidated financial statements and the
notes to the consolidated financial statements, which are included elsewhere in
this report.

      Daulton Capital was incorporated on January 8, 2008. In February 2008
Daulton Capital sold 1,500,000 shares of its common stock at a price of $0.10
CDN per share to a group of private investors.

      Daulton Capital has a 20% working interest (16% net revenue interest) in a
oil well located in Creek County, Oklahoma. As of June 30, 2009 the well was
shut in and not producing.

      On July 30, 2008 Daulton Capital acquired a 5% working interest (4% net
revenue interest) in six wells located in Pawnee County, Oklahoma. In
consideration for assignment of the working interest in these wells, Daulton
Capital issued 300,000 shares of its restricted common stock to the former owner
of the working interests. As of June 30, 2009, the six wells were shut in and
not producing.

      In June 2008 Semcrude, Inc., the purchaser of the oil produced by Daulton
Capital's wells, filed for bankruptcy under Chapter 11 of the Federal Bankruptcy
Code. As a result, payments to Daulton Capital for oil sold have been
temporarily suspended.

      Daulton Capital plans to generate profits by drilling productive oil or
gas wells. However, Daulton Capital will need to raise the funds required to
drill new wells from third parties willing to pay Daulton Capital's share of
drilling and completing the wells. Daulton Capital may also attempt to raise
needed capital through the private sale of its securities or by borrowing from
third parties. Daulton Capital may not be successful in raising the capital
needed to drill oil or gas wells. In addition, any future wells which may be
drilled by Daulton Capital may not be productive of oil or gas. The inability of
Daulton Capital to generate profits may force Daulton Capital to curtail or
cease operations.

      Daulton Capital's future plans will be dependent upon the amount of
capital Daulton Capital is able to raise. Daulton Capital does not have any
commitments or arrangements from any person to provide Daulton Capital with any
additional capital.


                                       9
<PAGE>

Contractual Obligations

      As of June 30, 2009 Daulton Capital did not have any material capital
commitments, other than funding its operating losses. It is anticipated that any
capital commitments that may occur will be financed principally through the sale
of shares of Daulton Capital's common stock or other equity securities. However,
there can be no assurance that additional capital resources and financings will
be available to Daulton Capital on a timely basis, or if available, on
acceptable terms.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET DATA

      Not applicable.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See the financial statements attached to this report.

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

      Not applicable.

ITEM 9A.   CONTROLS AND PROCEDURES

      Daulton Capital's management is responsible for establishing and
maintaining adequate internal control over financial reporting as required by
Sarbanes-Oxley (SOX) Section 404.A. Daulton Capital's internal control over
financial reporting is a process designed under the supervision of its Chief
Executive and Financial Officer to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of its financial
statements for external purposes in accordance with Generally Accepted
Accounting Principles.

      There were no changes in Daulton Capital's internal controls over
financial reporting that occurred during the year ended April 30, 2009 that have
affected, or are reasonably likely to materially affect, Daulton Capital's
internal control over financial reporting.

      Ryan Beamin, Daulton Capital's President and Principal Financial Officer,
evaluated the effectiveness of Daulton Capital's disclosure controls and
procedures as of the end of the period covered by this report; and in his
opinion Daulton Capital's disclosure controls and procedures were effective.

Management's Report on Internal Control Over Financial Reporting

     The  management of Daulton  Capital is  responsible  for  establishing  and
maintaining  adequate  internal  control over  financial  reporting  and for the
assessment of the effectiveness of internal control over financial reporting. As
defined  by the  Securities  and  Exchange  Commission,  internal  control  over
financial  reporting  is a process  designed  by, or under  the  supervision  of


                                       10
<PAGE>

Daulton Capital's  principal  executive officer and principal  financial officer
and implemented by Daulton  Capital's  Board of Directors,  management and other
personnel,   to  provide  reasonable  assurance  regarding  the  reliability  of
financial   reporting  and  the  preparation  of  Daulton  Capital's   financial
statements in accordance with U.S. generally accepted accounting principles.

      Daulton Capital's internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect Daulton Capital's transactions
and dispositions of its assets; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of Daulton
Capital's financial statements in accordance with U.S. generally accepted
accounting principles, and that its receipts and expenditures are being made
only in accordance with authorizations of Daulton Capital's management and
directors; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of Daulton Capital's
assets that could have a material effect on its financial statements.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

      In connection with the preparation of Daulton Capital's annual financial
statements, management undertook an assessment of the effectiveness of its
internal control over financial reporting as of April 30, 2009, based on
criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, or the COSO
Framework. Management's assessment included an evaluation of the design of
Daulton Capital's internal control over financial reporting and testing of the
operational effectiveness of those controls.

      Based on this evaluation, management has concluded that Daulton Capital's
internal control over financial reporting was effective as of April 30, 2009.

      This annual report does not include an attestation report of Daulton
Capital's independent registered public accounting firm regarding internal
control over financial reporting. Management's report was not subject to
attestation by Daulton Capital's independent registered public accounting firm
pursuant to temporary rules of the SEC that permit Daulton Capital to provide
only management's report on internal control in this annual report.

ITEM 9B.   OTHER INFORMATION

      Not applicable


                                       11
<PAGE>


ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

      Daulton Capital's officer and director is listed below. Daulton Capital's
directors will generally be elected at the annual shareholders' meeting and hold
office until the next annual shareholders' meeting or until their successors are
elected and qualified. Daulton Capital's executive officers are elected by its
board of directors and serve at its discretion.

Name                    Age      Position

Ryan Beamin             32       President, Principal Executive Officer,
                                 Secretary and a Director

      The following is a brief description of Mr. Beamin's business background:

      Ryan Beamin has been an officer and  director of Daulton  Capital  since
January  8,  2008.  Since  2000, Mr.  Beamin  has been a  design  engineer  for
Rangeland  Engineering Ltd., a commercial pipe design firm providing  services
to the oil and gas  industry  in  Northern  Alberta.  Mr.  Beamin  received  a
degree in  Engineering  Design and Drafting  Technology  (Piping  Major) and a
minor in  Petroleum  Industry  Training  Services  from the  Southern  Alberta
Institute of Technology.

      Daulton  Capital  does  not  have  a  compensation  committee.   Daulton
Capital's  Directors  serve as its Audit  Committee.  Daulton Capital does not
have a  financial  expert.  Mr.  Beamin  is not  independent  as that  term is
defined Section 803 of the Listing Standards of the NYSE Amex.

ITEM 11.   EXECUTIVE COMPENSATION

      The following table shows the compensation paid or accrued to Daulton
Capital's officer during the period from Daulton Capital's inception (January 8,
2008) to April 30, 2009:

                                                             All Other
                                                              Annual
                                            Stock   Option    Compen-
Name and             Fiscal  Salary  Bonus  Awards  Awards    sation
Principal Position    Year     (1)    (2)    (3)     (4)        (5)       Total
------------------   ------  ------  -----  ------  ------   ---------   -------

Ryan Beamin,        2008/2009   --     --     --      --         --         --
President, Principal
Executive Officer
and Secretary

(1)  The dollar value of base salary (cash and non-cash) earned.
(2)  The dollar value of bonus (cash and non-cash)  earned.
(3)  During the  periods  covered by the table,  the value of Daulton  Capital's
     shares  issued as  compensation  for services to the persons  listed in the
     table.


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<PAGE>


(4)  The value of all stock options  granted  during the periods  covered by the
     table.
(5)  All other  compensation  received that Daulton  Capital could not properly
     report in any other column of the table.

      Stock Options. Daulton Capital has not granted any stock options and does
not have any stock option plans in effect as of the date of June 30, 2009. In
the future, Daulton Capital may grant stock options to its officers, directors,
employees or consultants.

      Long-Term Incentive Plans. Daulton Capital does not provide its officers
or employees with pension, stock appreciation rights, long-term incentive or
other plans and has no intention of implementing any of these plans for the
foreseeable future.

      Employee Pension, Profit Sharing or other Retirement Plans. Daulton
Capital does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.

      Compensation of Directors. Daulton Capital's directors do not receive any
compensation their services as directors.

      Mr. Beamin plans to spend approximately 5% of his time on the business of
Daulton Capital.

      Daulton Capital does not have any employment agreements with its officers
or employees. Daulton Capital does not maintain any keyman insurance on the life
or in the event of disability of any of its officers.

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table shows the ownership of Daulton Capital's common stock
as of June 30, 2009 by each shareholder known by Daulton Capital to be the
beneficial owner of more than 5% of Daulton Capital's outstanding shares, each
director and executive officer and all directors and executive officers as a
group. Except as otherwise indicated, each shareholder has sole voting and
investment power with respect to the shares they beneficially own.

Name and Address                   Number of Shares        Percent of Class

Ryan Beamin                          7,280,000                    55%
39 New Brighton Manor S.E.
Calgary, Alberta
Canada  T2Z 4G8

All officers and directors           7,280,000                    55%
as a group (one person)

                                       13
<PAGE>
ITEM 13.   CERTAIN   RELATIONSHIPS   AND  RELATED   TRANSACTIONS,   DIRECTOR
           INDEPENDENCE

      The following lists all shares of Daulton Capital's common stock issued
since its incorporation:
                                                           Consideration
    Shareholder          Date of Sale    Shares Issued    Paid for Shares

    Ryan Beamin             01/08          1,800,000         $18,000
    Ryan Beamin             02/08             20,000      $0.10 CDN per share
    Private Investors       02/08          1,480,000      $0.10 CDN per share
    Private Investor        07/08            300,000      Oil and gas property
                                           ---------
                                           3,600,000


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES

      John Kinross-Kennedy served as Daulton Capital's independent public
accountant during the period from the inception of Daulton Capital (January 8,
2008) to April 30, 2008, and for the fiscal year ended April 30, 2009. The
following table shows the aggregate fees billed to Daulton Capital during these
periods ended April 30, 2009 by Mr. Kinross-Kennedy.

                                               2009           2008
                                               ----           ----

      Audit Fees                              2,500          3,000
      Audit-Related Fees                      1,150          1,514
      Financial Information Systems               0              0
      Design and Implementation Fees              0              0
      Tax Fees                                    0              0
      All Other Fees                              0              0


      Audit fees represent amounts billed for professional services rendered for
the audit of Daulton Capital's annual financial statements and the reviews of
the financial statements included in Daulton Capital's 10-Q reports during the
fiscal year. Before Mr. Kinross-Kennedy was engaged by Daulton Capital to render
audit services, the engagement was approved by Daulton Capital's Board of
Directors.


                                       14
<PAGE>


ITEM 15.   EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibit
Number    Exhibit Name
-------   ------------

3.1       Articles of Incorporation, as amended

3.2       Bylaws

10.1      Agreement  pertaining to  acquisition of interest in oil and gas lease
          in Oklahoma.

31        Rule 13a-14(a) Certifications

32        Section 1350 Certifications





                                       15
<PAGE>

           REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To:  The Board of Directors and Shareholders
Link Resources Inc.
Reno, Nevada

I have audited the accompanying balance sheet of Daulton Capital Corporation as
of April 30, 2009 and 2008 and the related statements of operations,
stockholders' equity and cash flows for the year and period then ended. These
financial statements are the responsibility of the Company's management. My
responsibility is to express an opinion on these financial statements based on
my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I plan
and perform the audit 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. I believe that my audit provides a reasonable
basis for my opinion.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered losses and is not yet able to
cover its operating expenses. This raises substantive doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also described in Note 2. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

In my opinion, based on my audit, the financial statements referred to above
present fairly, in all material respects, the financial position of Daulton
Capital Corporation as of April 30, 2009 and 2008 and the results of its
operations, its stockholders' equity and its cash flows for the year and period
then ended, in conformity with United States generally accepted accounting
principles.

The Company has determined that it is not required to have, nor was I engaged to
perform, an audit of the effectiveness of its documented internal controls over
financial reporting.

s/b

John Kinross-Kennedy
Certified Public Accountant
Irvine, California
July 24, 2009



<PAGE>
                           DAULTON CAPITAL CORPORATION
                          (A Development Stage Company)
                                  Balance Sheet

                              ASSETS
                                                       April 30,    April 30,
                                                          2009         2008
                                                      --------------------------
                                                                    (Restated)
Current Assets
  Cash and Cash Equivalents                           $       --     $ 46,323
  Accounts Receivable                                         --        5,387
  Prepaid Rent                                               750          750
                                                      ----------     --------
                                                             750       52,460
                                                      ----------     --------
Other Assets
  Oil and Gas Working Interest:  Mayberry No. 1          100,000      100,000
  Oil and Gas Working Interest:  Glencoe Wells            90,000           --
                                                      ----------     --------
                                                         190,000      100,000
                                                      ----------     --------
    TOTAL ASSETS                                      $  190,750     $152,460
                                                      ==========     ========

                LIABILITIES & STOCKHOLDERS' EQUITY

Current Liabilities
                                                      $       --     $     --
                                                      ----------     --------
Commitments and contingencies (Note 5)

Stockholders' Equity
 Preferred Stock, $0.001 par value, 5,000,000 shares
  authorized;
     none outstanding as of April 30, 2009 and 2008.
 Common Stock, $0.001 par value, 200,000,000 shares
  authorized, 13,200,000 shares issued and outstanding
  as of April 30, 2008, 14,400,000 shares issued and
  outstanding as of April 30, 2009                        14,400       13,200
  Additional paid-in capital                             239,654      150,854
  Deficit accumulated in the development stage           (63,304)     (11,594)
                                                      ----------     --------
    Total Stockholders' Equity                           190,750      152,460
                                                      ----------     --------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY            $  190,750     $152,460
                                                      ==========     ========

     The accompanying notes are an integral of these financial statements


                                      F-1
<PAGE>

                              DAULTON CAPITAL CORPORATION
                              (A Development Stage Company)
                                 Statement of Operations


                                                                 For the period
                                                                  of Inception,
                         For the 3       For the      For the     from Jan. 8,
                        months ended    year ended  period ended   2008 through
                          April 30,      April 30,    April 30,      April 30,
                       2009       2008      2009         2008           2009
                       ----       ----   ----------  -----------    ------------
 Revenues
  Crude Oil Production $ 450    $  5,387   $ 13,402    $  5,387       $ 17,189
                       -----    --------   --------    --------       --------
 Costs and Expenses
   Consulting              -           -     10,728           -          9,128
   Professional Fees       -      12,000     31,889      12,000         43,469
   Occupancy Expense       -       2,250      7,500       2,250          9,750
   Stock Transfer Fees   275           -      5,678           -          5,954
   Other General &
      Administrative     444       2,731     20,045       2,731         21,320
                       -----    --------   --------    --------       --------

    Total Expenses       719      16,981     65,112      16,981         80,493
                       -----    --------   --------    --------       --------

    Operating Loss      (269)    (11,594)   (51,710)    (11,594)       (63,304)
                       -----    --------   --------    --------       --------

 Net Income (Loss)     $(269)   $(11,594)  $(51,710)   $(11,594)     $(63,304)
                       ======   ========   ========    ========      ========

 Net Income (Loss)
 per share, basic
 and diluted         $(0.000)   $ (0.001)  $ (0.003)   $ (0.001)

 Weighted average
 number of shares
 outstanding, basic
 and diluted       1,560,000  11,800,000 15,044,384  10,481,416
                   =========  ========== ==========  ==========


     The accompanying notes are an integral of these financial statements


                                      F-2
<PAGE>

                           DAULTON CAPITAL CORPORATION
                          (A Development Stage Company)
                   Statement of Stockholders' Equity (Deficit)
                                   (Unaudited)

<TABLE>
<S>                                  <C>         <C>         <C>           <C>            <C>
                                                                       Accumulated
                                                         Additional   Deficit During
                                       Common Stock       Paid-in      Development
                                    Shares      Amount     Capital        Stage         Total
                                 ----------------------------------------------------------------

Balances at Inception, Jan. 8,
2008                                     -     $     -     $      -      $       -     $       -
Common stock issued for cash on
 January 14, 2008 at $0.098
 per share                       1,800,000        1,800      15,777                       17,577
Common stock issued for cash
on February 21, 2008 at
$0.0977 per share                1,500,000        1,500     144,977                      146,477
Net loss, period ended April
30, 2008                                                                   (11,594)      (11,594)
                                 ---------     --------    --------      ---------     ---------
Balances at April 30, 2008       3,300,000     $  3,300    $160,754      $ (11,594)     $152,460

Common stock issued for
purchase of a working
interest in wells at
$0.30 per share October 16,
2008                               300,000          300      89,700                       90,000
                                 ---------     --------    --------      ---------     ---------
Balances before stock split
Oct. 17, 2008                    3,600,000     $  3,600    $250,454      $ (11,594)    $ 242,460

Forward stock split,
four-for-one                    10,800,000       10,800     (10,800)                           0

Net loss, year ended
April 30, 2009                                                             (51,710)      (51,710)
                                 ---------     --------    --------      ---------     ---------
Balances at April 30, 2009      14,400,000     $ 14,400    $239,654      $ (63,304)    $ 190,750
                                =========      ========    ========      =========     =========
</TABLE>


     The accompanying notes are an integral of these financial statements



                                      F-3
<PAGE>


                              DAULTON CAPITAL CORPORATION
                             (A Development Stage Company)
                                Statement of Cash Flows


                                                                 For the period
                                                                  of Inception,
                         For the 3       For the      For the     from Jan. 8,
                        months ended    year ended  period ended   2008 through
                          April 30,      April 30,    April 30,      April 30,
                       2009       2008      2009         2008           2009
                       ----       ----   ----------  -----------    ------------
Cash Flows From
Operating Activities
Net Income (Loss)      $(269)   $(11,594)  $(51,710)   $(11,594)     $ (63,304)
Adjustments to
reconcile net loss to
net cash used by
operating activities:
Change in operating
assets and liabilities:
 Accounts receivable       -      (5,387)     5,387      (5,387)             -
 Prepaids                  -        (750)         -        (750)          (750)
                       -----    --------   --------    --------       --------
 Net Cash provided by
 (used by) operating
 activities             (269)    (17,731)   (46,323)    (17,731)       (64,054)
                       -----    --------   --------    --------       --------
Cash Flows From
Investing activities
Purchase working
interest in wells          -    (100,000)   (90,000)   (100,000)      (190,000)
                       -----    --------   --------    --------       --------
Net Cash (used by)
Investing Activities       -    (100,000)   (90,000)   (100,000)      (190,000)
                       -----    --------   --------    --------       --------
Cash Flows From
Financing Activities
Proceeds from the sale
of Stock                   -     164,054          -     164,054        254,054
                       -----    --------   --------    --------       --------
Common stock paid for
oil and gas working
interest                                     90,000
                       -----    --------   --------    --------       --------
Net Cash provided by
Financing Activities       -     164,054     90,000     164,054        254,054
                       -----    --------   --------    --------       --------
Net Increase
(Decrease) in Cash      (269)     46,323    (46,323)     46,323              -

Cash at beginning
of period                269           -     46,323           -              -
                       -----    --------   --------    --------       --------

Cash at end of period  $   -    $ 46,323   $      -    $ 46,323       $      -
                       =====    ========   ========    ========       ========
Cash Paid For:
  Interest             $   -    $      -   $      -    $      -       $      -
  Income Taxes         $   -    $      -   $      -    $      -       $      -

     The accompanying notes are an integral of these financial statements



                                      F-4
<PAGE>
                           Daulton Capital Corporation
                         (A Developmental Stage Company)
                          Notes to Financial Statements
                                 April 30, 2009


1.    Organization

      Daulton Capital Corporation (the "Company") was incorporated under the
      laws of the State of Nevada January 8, 2008. The Company was organized for
      the purpose of engaging in any activity or business not in conflict with
      the laws of the State of Nevada or of the United States of America. The
      company became engaged in the oil and gas industry.

      Current Business of the Company

      In February, 2008 the Company purchased a 20% working interest /16% Net
      Revenue Interest in a producing oil well known at Mayberry No. 1, located
      in an oil and gas leasehold estate in Creek County, Oklahoma. In June,
      2008 Semcrude, Inc., the collector of the oil produced by the well,
      reported bankruptcy under Chapter 11 of the Bankruptcy Code. Payments to
      the Company for oil sold have been suspended.

      On July 30, 2008 the Company purchased a 5% working interest / 4% net
      revenue interest in six oil wells known as the Glencoe Wells located in an
      oil and gas leasehold estate in Pawnee County, Oklahoma. The purchase was
      paid in restricted common stock.

      Volumetric calculations of the wells have not been performed.

                           Property Acquisition Costs:

                                            Unproved

                  Mayberry No. 1 well       $100,000
                  Glencoe Wells               90,000
                                            --------
                                            $190,000

      Impairment of these long lived assets was considered under SFAS 121. The
      wells are shut in pending the resolution of issues that arose during
      bankruptcy proceedings. The wells have not been depleted and are
      considered to retain their original value. An adjustment for impairment is
      not considered necessary.


                                      F-5
<PAGE>

2.    Summary of Significant Accounting Policies

      Basis of Presentation

      The financial statements of the Company have been prepared using the
      accrual basis of accounting in accordance with generally accepted
      accounting principles in the United States.

      Use of Estimates

      The preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make certain estimates and assumptions that affect the
      reported amounts of assets and liabilities at the date of the financial
      statements, and reported amounts of revenue and expenses during the
      reporting period. Actual results could differ materially from those
      estimates. Significant estimates made by management are, among others,
      realizability of long-lived assets, deferred taxes and stock option
      valuation.

      The financial statements presented include all adjustments which are, in
      the opinion of management, necessary to present fairly the financial
      position, results of operations and cash flows for the period presented in
      accordance with the accounting principles generally accepted in the United
      States of America. All adjustments are of a normal recurring nature.

      Cash and equivalents

      Cash and equivalents include investments with initial maturities of three
      months or less.

      Fair Value of Financial Instruments

      The Financial Accounting Standards Board issued Statement of Financial
      Accounting Standards ("SFAS") No. 107, "Disclosures About Fair Value of
      Financial Instruments." SFAS No. 107 requires disclosure of fair value
      information about financial instruments when it is practicable to estimate
      that value. The carrying amounts of the Company's financial instruments as
      of April 30, 2009 approximate their respective fair values, because of the
      short-term nature of these instruments. Such instruments consist of cash,
      accounts payable and prepaid expenses.

                                      F-6
<PAGE>

      Income Taxes

      The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
      requires the recognition of deferred tax assets and liabilities for the
      expected future tax consequences of events that have been included in the
      financial statements or tax returns. Under this method, deferred tax
      assets and liabilities are determined based on the difference between the
      tax basis of assets and liabilities and their financial reporting amounts
      based on enacted tax laws and statutory tax rates applicable to the
      periods in which the differences are expected to affect taxable income.
      Valuation allowances are established, when necessary, to reduce deferred
      tax assets to the amount expected to be realized. The Company generated a
      deferred tax credit through net operating loss carryforward. However, a
      valuation allowance of 100% has been established, as the realization of
      the deferred tax credits is not reasonably certain, based on going concern
      considerations outlined as follows.

      Going Concern

      The Company's financial statements are prepared using accounting
      principles generally accepted in the United States of America applicable
      to a going concern, which contemplates the realization of assets and
      liquidation of liabilities in the normal course of business. The Company
      has not yet established an ongoing source of revenues sufficient to cover
      its operating costs and to allow it to continue as a going concern. The
      company experienced a loss of $51,710 in the year ended April 30, 2009 and
      $63,304 since inception January 8, 2008. The ability of the Company to
      continue as a going concern is dependent on the Company obtaining adequate
      capital to fund operating losses until it becomes profitable. If the
      Company is unable to obtain adequate capital, it could be forced to cease
      development of operations.

      The ability of the Company to continue as a going concern is dependent
      upon its ability to successfully accomplish its plans to generate revenue
      from well head machinery and oil and gas leases. The accompanying
      financial statements do not include any adjustments relating to the
      recoverability and classification of recorded asset amounts or the amount
      and classifications or liabilities or other adjustments that might be
      necessary should the Company be unable to continue as a going concern.


                                      F-7
<PAGE>

      Development-Stage Company

      The Company is considered a development-stage company, with limited
      operating revenues during the periods presented, as defined by Statement
      of Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires
      companies to report their operations, shareholders deficit and cash flows
      since inception through the date that revenues are generated from
      management's intended operations, among other things. Management has
      defined inception as January 8, 2008. Since inception, the Company has
      incurred an operating loss of $63,304. The Company's working capital has
      been generated through the sales of common stock and limited revenue from
      crude oil production. Management has provided financial data since January
      8, 2008 in the financial statements, as a means to provide readers of the
      Company's financial information to make informed investment decisions.

      Basic and Diluted Net Loss Per Share

      Net loss per share is calculated in accordance with SFAS 128, Earnings Per
      Share for the period presented. Basic net loss per share is based upon the
      weighted average number of common shares outstanding. Diluted net loss per
      share is based on the assumption that all dilative convertible shares and
      stock options were converted or exercised. Dilution is computed by
      applying the treasury stock method. Under this method, options and
      warrants are assumed exercised at the beginning of the period (or at the
      time of issuance, if later), and as if funds obtained thereby were used to
      purchase common stock at the average market price during the period.

      The Company has no potentially dilutive securities outstanding as of April
      30, 2009.

      The following is a reconciliation of the numerator and denominator of the
      basic and diluted earnings per share computations for the year and period
      ended April 30, 2009 and April 30, 2008, respectively. The weighted
      average number of shares outstanding as at April 30, 2008 has been
      restated to reflected the 4-to-1 forward stock split of October 17, 2008.

         Numerator:

                                                        2009          2008
          Basic and diluted net loss per share:
             Net Loss                               $ (51,710)      $(11,594)


                                      F-8
<PAGE>

         Denominator

           Basic and diluted weighted average
             number of shares outstanding          15,044,384     10,481,416

         Basic and Diluted Net Loss Per Share     $    (0.004)   $    (0.001)


      Accounting for Oil and Gas Producing Activities

      The company uses the successful efforts method of accounting for oil and
      gas producing activities. Under this method, acquisition costs for proved
      and unproved properties are capitalized when incurred.

      Acquisition costs are capitalized when incurred pending the determination
      of whether a well has found proved reserves. A determination of whether a
      well has found proved reserves is made within a year of acquisition.

      If after that year has passed, a determination that proved reserves exist
      cannot be made, the well is assumed to be impaired, and its costs are
      charged to expense. It's costs can however, continue to be capitalized if
      a sufficient quantity of reserves are discovered in the well to justify
      its completion as a producing well and sufficient progress is made
      assessing the reserves and the well's economic and operating feasibility.
      The impairment of unamortized capital costs is measured at a lease level
      and is reduced to fair value if it is determined that the sum of expected
      future net cash flows is less than the net book value.

      The company determines if impairment has occurred through either adverse
      changes or as a result of the annual review of all fields. During fiscal
      years ending April 30, 2009 and 2008 the company did not record any
      impairment. Development costs of proved oil and gas properties, including
      estimated dismantlement, restoration and abandonment costs and acquisition
      costs, are depreciated and depleted on a field basis by the units-of-
      production method using proved reserves, respectively.

      The Costs of unproved oil and gas properties are generally combined and
      impaired over a period that is based on the average holding period for
      such properties and the company's experience of successful operations.

                                      F-9
<PAGE>


      Oil and Gas Revenue Recognition

      The company applies the sales method of accounting for crude oil and
      natural gas revenue. Under thus method, revenues are recognized based on
      the actual volume of crude oil and natural gas sold to purchasers. Revenue
      from the sale of oil and gas is reported by the oil/gas gathering company
      monthly and paid two months in arrears.

      Accounts Receivable

      The Company's crude oil revenue is normally paid two months in arrears by
      the oil purchasing company. The purchasing company, Semcrude Inc.,
      petitioned for Chapter 11 bankruptcy in the prior fiscal year ended April
      30, 2008. Revenue payments were suspended and the wells were shut in. The
      receivable at the fiscal year end April 30, 2008 was received in May,
      2008. There have been no payments since. No receivables are recorded at
      April 30, 2009.

4.    Capital Structure

      During the period from inception through October 31, 2008 the Company
      entered into the following equity transactions:

        January            14, 2008: Sold 1,800,000 shares of common stock at
                           $.01 per share realizing $17,577.

        February           21, 2008 Sold 1,500,000 shares of common stock at
                           $.098 per share realizing $146,477.

        October            16, 2008 The Company issued 300,000 restricted common
                           shares at a price of $0.30 per share in payment for
                           the working interest in six oil wells known as the
                           Glencoe wells.

        October            17, 2008 The Company effected a four-to-one forward
                           stock split. There was no effect on stockholders'
                           equity. Par value of $001 per share was unchanged.

      As at April 30, 2009, the Company was authorized to issue 200,000,000
      shares of $0.001 par value common stock, of which 14,400,000 shares were
      issued and outstanding.


                                      F-10
<PAGE>

      The Company was also authorized to issue 5,000,000 shares of preferred
      stock, of which none were issued and outstanding.

5.    Restatement of Financial Statements

      The financial statements of April 30, 2008 were restated retroactively to
      reflect the 4-to-one forward stock split of October 17, 2008. Issued and
      outstanding Common Stock, and Additional paid-in capital, were adjusted
      accordingly. There was no effect on stockholders' equity.

6.     Commitments and Contingencies

      There were no commitments and contingencies in the nine months ended
      January 31, 2009.

7.    Legal Proceedings

      There were no legal proceedings against the Company with respect to
      matters arising in the ordinary course of business. Neither the Company
      nor any of its officers or directors is involved in any other litigation
      other than as creditors in the Syncrude bankruptcy proceeding, or is
      involved either as plaintiffs or defendants, and have no knowledge of any
      threatened or pending litigation against them or any of the officers or
      directors.









                                      F-11
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 17th day of July 2009.


                                   DAULTON CAPITAL CORP.


                                   By:  /s/ Ryan Beamin
                                        --------------------------------
                                       Ryan Beamin, President, Principal
                                       Accounting Officer and Principal
                                       Financial Officer


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

                                     Title                    Date

/s/ Ryan Beamin
-----------------------
Ryan Beamin                         Director             July 17, 2009




<PAGE>



                              DAULTON CAPITAL CORP.


                                    FORM 10-K

                                    EXHIBITS