UNITED
STATES






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  December
31, 2008




[   ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




For the transition period
from[   ]to[   ]




Commission
file number  000-1438660




AYERS
      EXPLORATION INC.(Name
      of small business issuer in its
charter)





Nevada
            
            98-0608229(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





#6
      Harston Avenue, Mosman, Sydney Australia
            
            2088(Address
      of principal executive offices)
            
            (Zip
      Code)




Issuer's
telephone number (411)
199-319




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




Title
      of each class
              None
            
            Name
      of each exchange on which registered
              N/A




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


Common
      Shares, par value $0.001(Title
      of class)




Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for 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 checkmark 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. (Check one):





Large
      accelerated filer   ̈
            Accelerated
      filer   ̈Non-accelerated
      filer   “ (Do not check if a smaller reporting
      company)
            Smaller
      reporting company  X







-1-


Check if
there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of 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. [   ]









State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked prices of such common equity, as of a
specified date within 60 days.  (See definition of affiliate in Rule
12b-2 of the Exchange Act.)




There is
no public trading market for our common shares in the United States or
elsewhere. Based on the last sale price of our shares of $0.10, our aggregate
market value is $569,000.




State the
number of shares outstanding of each of the issuer's classes of equity stock, as
of the latest practicable date.




5,690,000
common shares issued and outstanding as of March 31, 2009.




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















-2-


PART
I




Item
1.                 Description
of Business.




This
annual report contains forward-looking statements as that term is defined in the
Private Securities Litigation Reform Act of 1995.  These statements
relate to future events or our future financial performance.  In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"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", that may cause our company's 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.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
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.




Our
financial statements are stated in United States Dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.




In this
annual report, unless otherwise specified, all dollar amounts are expressed in
United States dollars and all references to "common shares" refer to the common
shares in our capital stock.




As used
in this annual report, the terms "we", "us", "our", and "Ayers" mean Ayers
Exploration Inc., unless otherwise indicated.




Corporate
History




We were
incorporated in the State of Nevada on February 10, 2006. Our administrative
office is located at 6 Harston Avenue, Mosmon, Sydney Australia 2088 and our
registered statutory office is located at Suite 304 – 2470 Saint Rose Pkwy,
Henderson, Nevada 89074. Our telephone number is 61 411-199-319.  Our
fiscal year end is December 31.




Other
than as set out herein, we have not been involved in any bankruptcy,
receivership or similar proceedings, nor have we been a party to any material
reclassification, merger, consolidation or purchase or sale of a significant
amount of assets not in the ordinary course of our business.




Our
Current Business







We intend
to be in the business of mineral clay exploration.  We have an option to
acquire a 100% interest in the Mt. Cotton mining claim, (hereinafter referred to
as the "Mt. Cotton Property"). The option was granted for an initial issuance of
200,000 common shares of our Company to Redpath Clay Corp.  Title to
the Mt. Cotton Property is held by Redpath.  We have not taken any
actions to further our business plan since July 2006.






Our
objective is to conduct mineral exploration activities on the mineral claims in
order to assess whether it possesses economic reserves of mineral clay.  We
have not yet identified any economic mineralization on the property.  We
have a mineral report which indicates that further exploration is
warranted.  Our proposed exploration program is designed to search for
an economic mineral deposit.





Mt.
Cotton Property Option Agreement






In July
2006, we entered into an option agreement (the “Option”) with Redpath Clay Corp.
to acquire up to a 100% interest in the Mt. Cotton Property, a mineral claim
comprising 5.4 acres located 25 miles west of Sheldon, Queensland,
Australia.  Under the term of the Option we can earn a 100% interest
by issuing  Redpath  200,000 shares on signing (completed)
and issuing an additional 200,000 shares upon commencement of commercial
production on the Mt. Cotton Property.





We have
not taken any actions to further our business plan since July 2006.





-3-


Title
to the Mt. Cotton Property




The Mt.
Cotton Property consists of one parcel of land totaling 5.4 acres.  A
"mineral claim" refers to a specific section of land over which a title holder
owns rights to exploration to ground.  In July 2006, we entered into the
Option with Redpath Clay Corp. to acquire up to a 100% interest in the
Property.  Such rights may be transferred or held in trust.  The
claim comprising the Mt. Cotton property is registered 100% in the name of
Redpath Clay Corp.  The registration of the claims in the name of a
trustee does not impact a third party's ability to commence an action against us
respecting the Mt. Cotton property or to seize the claims after obtaining
judgment.  Redpath Clay Corp. holds the exploration permit with the
government of the State of Queensland.






Location
and Access and Property Description




(1)
            The
      Mt. Cotton Property consists of 5.4 acres located 25 miles west of
      Sheldon, Queensland, Australia.)(2)
            The
      site lies to the east of Mt Cotton Road, and is bounded by industrial
      properties to the south, north and east.  The site encloses an
      area of 5.4 acres.  The finished surface of the property
      consists predominately of bare earth.  The property contains
      several metres of fill of unknown
origin.




Glossary
of Terms






The
following are the definitions of some of the highly technical and geological
terms  which follow below.






Acid sulfate soils: are
naturally occurring soils, sediments or organic substrates (e.g. peat) that are
formed under waterlogged conditions. These soils contain iron sulfide minerals
(predominantly as the mineral pyrite) or their oxidation products.






Argillite: is a fine-grained
sedimentary rock composed predominantly of indurated clay particle






Greywacke: a grey, earthy rock
which is a variety of sandstone generally characterized by its hardness, dark
color, and poorly-sorted, angular grains of quartz, feldspar, and small rock
fragments set in a compact, clay-fine matrix.






Quartzite: is a hard,
metamorphic rock which was originally sandstone. Sandstone is converted into
quartzite through heating and pressure usually related to tectonic compression
within orogenic belts.






Sandstone: is a sedimentary
rock composed mainly of sand-size mineral or rock grains.






-4-




Previous
Work




The Mt.
Cotton property was discovered in 2001 by Environmental & Licensing
Professionals.  In 2001 Environmental & Licensing Professionals
retained Earthtech Consultants (QLD) Pty Ltd to undertake geotechnical
investigations on the Mt. Cotton Property.  The scope of the
investigation was to identify the presence of mineral clay deposits and to
provide assessment of the following:




*
            ground
      and subsurface conditions;*
            plasticity
      and extent of any clay encountered;*
            possible
      extraction difficulties (including groundwater and shallow
      rock);*
            sampling
      of shallow soils for screening for the presence of acid sulphate soils;
      and*
            limited
      sampling and testing of shallow soils from two locations, to screen for a
      range of common soil contaminants, and general inspection of the site for
      signs of recent surface
contamination.




Geotechnical:
Mt. Cotton Property




We have a
geotechnical report on the Mt. Cotton Property. The report by Earthtech
Consultants, professional geotechnical and environmental consultants, provides
an assessment of the property and sets out recommendations. The geotechnical
report makes a recommendation for further exploration work and concludes the
clay resource is suitable for the use in manufacture of clay
bricks.  The Mt. Cotton Property is subject to an Exploration Permit
for Minerals (EPM), specifically mineral clay deposits.






In the
report, Earthtech sets out to assess the extent of presence of clay soils on the
property in order  to qualify the then existing EPM to mine
mineralized clay for use in the manufacture of bricks.  The workscope
of the report included assessment of the depth, lateral extent and composition
of clay soils on the property.  The detection of any Acid Sulphate
Soils and or contaminated surface soils was used to highlight and define any
constraints that may be placed on the proposed mining activities because of
their presence.






Fieldwork
for the investigation was carried out in June 2001.  Four boreholes
were drilled at evenly spaced locations within the area of the site proposed for
mining.  The work was undertaken using a mounted drilling rig equipped
with 100mm diameter solid flight augers, equipped with a Tungsten Carbide
bit.  Undisturbed soil samples were recovered from each borehole for
visual classification and laboratory testing, to assess clay
content.






Soils
that were visually assessed as likely to contain Acid Sulphate Soils were
sampled and screened.  Soils were also sampled from shallow depths at
two locations where contaminants were understood possibly have been
stored.  The samples were analyzed for a range of common contaminants
including: heavy metals and arsenic.






The
samples were tested by the Australian Government Analytical
Laboratories.  The methods used were those published by United States
Protection Agency SW-846 Methods. Analytical results indicated that there were
no significant levels of any of the contaminants screened for in any of the
samples tested.








-5-


Reports
Conclusions






The
natural clay soils encountered over much of the Mt. Cotton Property to depths
ranging from 43 feet to 8 feet, consist of medium plasticity sandy and silty
clays.  Conditions encountered in the boreholes indicate that the
excavation of materials ranging from 13 feet to deeper than 43 feet will be
possible using conventional excavation and earthmoving equipment such as dozers,
backhoes and medium sized excavators.  Based on the four boreholes
drilled in an area of about 262 feet by 427 feet, the report estimates that
about 91,557 cubic yards of extractable clay is present.






The
report anticipates that the natural material derived from the site would be a
mixture of low and medium plasticity sandy and silty clays containing some
clayey sands bands of gravel.






Results
of limited laboratory testing and inspection of samples and local geology
indicate that the clay is residual.  The report concludes that
clay/silt/sand mixes such as the ones found on the Mt. Cotton Property would be
suitable for the manufacture of clay bricks.






Earthech
makes specific recommendations based on their conclusions to determine the
potential of the property to host economic quantities of clay. They recommend
that an X-Ray diffraction assessment is completed to confirm the clay
mineralogy.






We intend
to formulate an exploration program based on the recommendations in Earthtech’s
report for an initial phase of exploration. We anticipate the program to be as
follows:






We will
commence an initial program of data acquisition, review and compilation of
historic geological information to further assess the property. We also believe
geological mapping and further rock geochemical sampling are warranted to
further assess the Property.






We intend
to implement an exploration program and intend to proceed in the following two
phases all of which it is intended will be performed or supervised by a
geologist with significant exploration experience, and by independent
contractors hired by us.






Phase 1,
will include data acquisition, compilation, review and confirmation sampling,
budgeted as follows:




Data
      Acquisition, review and compilation:
                
                $
                10,000X-Ray
      diffraction assessment:
                
                $
                6,000Geochemical
      analyses-100 samples:
                
                $
                2,500Travel
      expenses-accommodation, board:
                
                $
                1,000Vehicle
      Rental-14 days:
                
                $
                1,400Airfare-Sydney
      to Sheldon, return:
                
                $
                750Field
      Supplies, communications:
                
                $
                1,250Report
      preparation, result compilation:
                
                $
                2,000Miscellaneous:
                
                $
                400Total:
                
                $
                25,300






-6-


Data
acquisition will begin with research of the available geologic literature,
personal interviews with geologists, mining engineers and others familiar with
the prospect sites. We have recently begun this phase of the exploration process
on the properties. We anticipate that this activity will take approximately one
month.






As set
out above, we may also conduct an X-Ray diffraction assessment to confirm the
clay mineralogy.






Phase 1
will take about 3 months and cost approximately $25,000. We currently have
adequate capital to complete the various stages of Phase 1.






Phase 2
involves the extraction of the mineralized clay.  We will formulate a
detailed program for Phase II once we have determined the extent, if any, of
mineralized clay on the Mt. Cotton Property.






Following
completion of Phase 1, our board of directors will make the assessment whether
to continue exploration based on an analysis of results of our initial
exploration efforts and based on advice from our contracted geologist. Criteria
we will consider in making this assessment include the results of the X-Ray
diffraction assessment to confirm the clay mineralogy.






We do not
have any agreement with Earthtech to provide geological services for planned
exploration work on the mineral claims.





We have
not taken any actions to further our business plan since July 2006.









Mineral
claims Geology and Soil Landscape






The Mt.
Cotton Property is in an area of the Neranleigh Fernvale Beds, comprising
greywacke, argillite, quartzite, chert, shale, sandstone and greenstone. The
source of the above description of the rock formation and mineralization of the
mineral claims was the 1:100,000 scale Geological Map of Beenleigh.






Reference
to “The Soil Landscapes of Brisbane and South-eastern Environs-CSIRO 1987”,
indicates that the Property is located in the area of ‘Soils with Markedly
Differentiated Profiles’.  The dominant soil group consists of
red-yellow podzolic soils with lithosols and some gleyed podzols, within a
landscape of ‘Low hills of greywacke, phyllite and shale’.







We do not
anticipate that we will expend any significant funds on research and development
over the next twelve months ending December 31, 2009.




Employees




Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.




Purchase
or Sale of Equipment





We do not
intend to purchase any significant equipment over the next twelve months ending
December 31, 2009.




-7-


Competition




The clay
industry is fragmented. We compete with other exploration companies looking for
clay. We are one of the smallest exploration companies in existence. We are an
infinitely small participant in the clay extraction market. While we compete
with other exploration companies, there is no competition for the exploration or
removal of minerals from our mineral claims. Readily available clay markets
exist in Australia United States and around the world for the sale of
gold.




We may
not have access to all of the supplies and materials we need to begin
exploration that could cause us to delay or suspend operations. Competition and
unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies and certain equipment such as bulldozers
and excavators that we might need to conduct exploration. We have not attempted
to locate or negotiate with any suppliers of products, equipment or materials.
We will attempt to locate products, equipment and materials after this offering
is complete. If we cannot find the products and equipment we need, we will have
to suspend our exploration plans until we do find the products and equipment we
need.




Government
Regulations and Supervision


Our
mineral exploration program is subject to Australian mining law and
regulation.   Specifically, the  laws and regulations
of the State of Queensland.




All
landholdings (tenements) in Australia are subject to regulation.  In
Queensland, tenements are granted as either exploration permits, mineral
development licenses or mining leases.





Exploration
permits can only be applied for over available ground.  Applications
consist of a prescribed application form, proposed exploration program with
estimated expenditure and the prescribed application fee.  An
exploration permit number is assigned when the application is
received.  The Queensland Ming Department then assesses the
application to determine whether a company is a suitable candidate and proposes
to spend sufficient funds on exploration on the license.  If the
Department considers a company to be a suitable candidate, the Department then
assesses the environmental impact of the proposed exploration program and also
commences the native title process.  The native title process involves
advertising the application for the purpose of determining whether there are any
objections to the licence being granted. If there are no objections, the permit
is granted.





The
exploration permit is granted for five years provided the company continues to
comply with the licenses conditions.  There is a statutory requirement
to reduce the area of the exploration licence by fifty percent before the end of
years three, four and five.





Rent is
required to be paid each year in advance.  Rent will be paid by
Redpath Clay Corp.





An annual
expenditure report is due each year, as a statement of the amount that has been
spent on the ground.  A annual technical report is also due each year,
as a statement of the exploration work that has been undertaken on the ground
and what work is proposed to be undertaken for the coming year.





The
exploration permit expires at the end of year five but a renewal application can
be lodged prior to the expiry to, if granted, extend the permit for up to
another five years.  A summary of work completed on the ground
together with a detailed explanation of the work proposed for the ground is
required to accompany the renewal application.





If we
propose to mine a measured resource we will need to notify Redpath Clay Corp.
who will then apply for a Mining Lease.  As the Exploration Permit
holder Redpath Clay Corp.  has automatic priority to the ground to be
the subject of the mining Lease.  Applications consist of a prescribed
application form, details of the proposed development, the financial resources
to fund the proposal and the prescribed application fee.  A mining
lease number is assigned when the application is received.  The
Department then assesses the application to determine the suitability of the
proposal.  The application will then pass through the environmental
and native title process.  An agreement will need to be negotiated
with the native title holders/claimants as part of the native title
process.





A mineral
lease may be granted for such term as the Department thinks
fit.  Redpath Clay Corp. is required to state the term of the lease
required at the time of application.  The term required is stated on
the application form.





An annual
expenditure report is due each year, as a statement of what has been spent on
the ground.  An annual technical report is also due each year, as a
statement of what work has been done on the ground and what work is proposed for
the coming year.





-8-




Item
1A. RISK FACTORS




Much of
the information included in this current report includes or is based upon
estimates, projections or other "forward looking statements".  Such
forward looking statements include any projections or estimates made by us and
our management in connection with our business operations.  While
these forward-looking statements, and any assumptions upon which they are based,
are made in good faith and reflect our current judgment regarding the direction
of our business, actual results will almost always vary, sometimes materially,
from any estimates, predictions, projections, assumptions or other future
performance suggested herein.




Such
estimates, projections or other "forward looking statements" involve various
risks and uncertainties as outlined below.  We caution the reader that
important factors in some cases have affected and, in the future, could
materially affect actual results and cause actual results to differ materially
from the results expressed in any such estimates, projections or other "forward
looking statements".




Our
common shares are considered speculative during the development of our new
business operations.  Prospective investors should consider carefully
the risk factors set out below.




We need to continue as a going
concern if our business is to succeed, if we do not we will go out of
business.




Our
independent accountant's report to our audited financial statements for the
period ended December 31, 2008 indicates that there are a number of factors that
raise substantial doubt about our ability to continue as a going concern. 
Such factors identified in the report are our accumulated deficit since
inception, our failure to attain profitable operations and our dependence upon
adequate financing to pay our liabilities.  If we are not able to continue
as a going concern, it is likely investors will lose their
investments.






Because
of the unique difficulties and uncertainties inherent in mineral exploration
ventures, we face a high risk of business failure.




Potential
investors should be aware of the difficulties normally encountered by new
mineral exploration companies and the high rate of failure of such enterprises.
The likelihood of success must be considered in light of the problems, expenses,
difficulties, complications and delays encountered in connection with the
exploration of the mineral properties that we plan to undertake. These potential
problems include, but are not limited to, unanticipated problems relating to
exploration, and additional costs and expenses that may exceed current
estimates. The expenditures to be made by us in the exploration of the mineral
claim may not result in the discovery of mineral deposits. Problems such as
unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. If the results
of our exploration do not reveal viable commercial mineralization, we may decide
to abandon our claim and acquire new claims for new exploration. The acquisition
of additional claims will be dependent upon us possessing capital resources at
the time in order to purchase such claims. If no funding is available, we may be
forced to abandon our operations.







If
we do not obtain additional financing, our business will fail.




Our
current operating funds are less than necessary to complete all intended
exploration of the property, and therefore we will need to obtain additional
financing in order to complete our business plan.  As of December 31, 2008
we had cash in the amount of $32,004. We currently have minimal operations
and we have no income.




Our business plan calls for significant
expenses in connection with the exploration of the property.  We do not
currently have sufficient funds to conduct initial exploration on the property
and require additional financing in order to determine whether the property
contains economic mineralization.  We will also require additional
financing if the costs of the exploration of the property are greater than
anticipated.




We will
require additional financing to sustain our business operations if we are not
successful in earning revenues once exploration is complete.  We do not
currently have any arrangements for financing and we can provide no assurance to
investors that we will be able to find such financing if required. Obtaining
additional financing would be subject to a number of factors, including the
market prices for copper, silver and gold, investor acceptance of our property
and general market conditions.  These factors may make the timing, amount,
terms or conditions of additional financing unavailable to us.




The most
likely source of future funds presently available to us is through the sale of
equity capital. Any sale of share capital will result in dilution to existing
shareholders.  The only other anticipated alternative for the financing of
further exploration would be our sale of a partial interest in the property to a
third party in exchange for cash or exploration expenditures, which is not
presently contemplated.


-9-


Because
we have commenced limited business operations, we face a high risk of business
failure.




Although
we are preparing to commence exploration on the property in the summer of 2008,
we have not yet commenced exploration on the property.  Accordingly, we
have no way to evaluate the likelihood that our business will be successful.
 We were incorporated on February 10, 2006 and have been involved primarily
in organizational activities and the acquisition of our mineral property.
 We have not earned any revenues as of the date of this
prospectus.




Prior to
completion of our exploration stage, we anticipate that we will incur increased
operating expenses without realizing any revenues.  We therefore expect to
incur significant losses into the foreseeable future.  We recognize that if
we are unable to generate significant revenues from development of the mineral
claims and the production of minerals from the claims, we will not be able to
earn profits or continue operations.




There is
no history upon which to base any assumption as to the likelihood that we will
prove successful, and we can provide investors with no assurance that we will
generate any operating revenues or ever achieve profitable operations. If we are
unsuccessful in addressing these risks, our business will most likely
fail.




We
lack an operating history and we expect to have losses in the
future.




We have
not started our proposed business operations or realized any revenues. We have
no operating history upon which an evaluation of our future success or failure
can be made. Our ability to achieve and maintain profitability and positive cash
flow is dependent upon the following:




·
            Our
      ability to locate a profitable mineral property;·
            Our
      ability to generate revenues; and·
            Our
      ability to reduce exploration
costs.




Based
upon current plans, we expect to incur operating losses in future periods. This
will happen because there are expenses associated with the research and
exploration of our mineral properties. We cannot guarantee that we will be
successful in generating revenues in the future. Failure to generate revenues
will cause us to go out of business.






We
have no known ore reserves and we cannot guarantee we will find any significant
clay soils or if we find clay soil, that production will be profitable. Even if
we are successful in discovering clay soil or other mineralized material we may
not be able to realize a profit from its sale. If we cannot make a profit, we
may have to cease operations.




We have
no known clay soil reserves. We have not identified any significant clay soil on
the mineral claims and we cannot guarantee that we will ever find any clay soil.
The report we reviewed in selecting the mineral claims for exploration are old
and may be out of date. Even if we find that there is clay soil on our mineral
claims, we cannot guarantee that we will be able to recover the clay soil. If we
cannot find clay soil or it is not economical to recover the clay soil, we will
have to cease operations.






Because of the inherent dangers
involved in mineral exploration, there is a risk that we may incur liability or
damages as we conduct our business.




The
search for valuable minerals 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.  The payment of such liabilities may have a material adverse
effect on our financial position.






-10-


Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material. If we do not find mineralized
material, we will cease operations.




Because
we are small and do not have much capital, we must limit our exploration.
Because we may have to limit our exploration, we may not find mineralized
material, although our mineral claims may contain mineralized material. If we do
not find mineralized material, we will cease operations.






If
we become subject to onerous government regulation or other legal uncertainties,
our business will be negatively affected.




There are
several governmental regulations that materially restrict mineral property
exploration and development. Under Australian mining law, to engage in certain
types of exploration will require work permits, the posting of bonds, and the
performance of remediation work for any physical disturbance to the land. While
these current laws do not affect our current exploration plans, if we proceed to
commence drilling operations on the mineral claims, we will incur modest
regulatory compliance costs.




In
addition, the legal and regulatory environment that pertains to the exploration
of ore is uncertain and may change. Uncertainty and new regulations could
increase our costs of doing business and prevent us from exploring for ore
deposits. The growth of demand for ore may also be significantly slowed. This
could delay growth in potential demand for and limit our ability to generate
revenues.  In addition to new laws and regulations being adopted, existing
laws may be applied to mining that have not as yet been applied.  These new
laws may increase our cost of doing business with the result that our financial
condition and operating results may be harmed.






We
may not have access to all of the supplies and materials we need to begin
exploration that could cause us to delay or suspend operations.




Competition
and unforeseen limited sources of supplies in the industry could result in
occasional spot shortages of supplies, such as explosives, and certain equipment
such as bulldozers and excavators that we might need to conduct exploration. We
have not attempted to locate or negotiate with any suppliers of products,
equipment or materials. We will attempt to locate products, equipment and
materials after this offering is complete. If we cannot find the products and
equipment we need, we will have to suspend our exploration plans until we do
find the products and equipment we need.




Because
of the speculative nature of exploration of mineral properties, there is no
assurance that our exploration activities will result in the discovery of new
commercially exploitable quantities of minerals.




We plan
to continue to source exploration mineral claims. The search for valuable
minerals as a business is extremely risky. We can provide investors with no
assurance that additional exploration on our properties will establish that
additional commercially exploitable reserves of clay soil exist on our
properties Problems such as unusual or unexpected geological formations or other
variable conditions are involved in exploration and often result in exploration
efforts being unsuccessful. The additional potential problems include, but are
not limited to, unanticipated problems relating to exploration and attendant
additional costs and expenses that may exceed current estimates. These risks may
result in us being unable to establish the presence of additional commercial
quantities of ore on our mineral claims with the result that our ability to fund
future exploration activities may be impeded.




Because
the SEC imposes additional sales practice requirements on brokers who deal in
our shares that are penny stocks, some brokers may be unwilling to trade them.
This means that you may have difficulty in reselling your shares and may cause
the price of the shares to decline.




Our
shares qualify as penny stocks and are covered by Section 15(g) of the
Securities Exchange Act of 1934, which imposes additional sales practice
requirements on broker/dealers who sell our securities in this offering or in
the aftermarket. In particular, prior to selling a penny stock, broker/dealers
must give the prospective customer a risk disclosure document that: contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; contains a description of the
broker/dealers' duties to the customer and of the rights and remedies available
to the customer with respect to violations of such duties or other requirements
of Federal securities laws; contains a brief, clear, narrative description of a
dealer market, including "bid" and "ask" prices for penny stocks and the
significance of the spread between the bid and ask prices; contains the toll
free telephone number for inquiries on disciplinary actions established pursuant
to section 15(A)(i); defines significant terms used in the disclosure document
or in the conduct of trading in penny stocks; and contains such other
information, and is in such form (including language, type size, and format), as
the SEC requires by rule or regulation. Further, for sales of our securities,
the broker/dealer must make a special suitability determination and receive from
you a written agreement before making a sale to you. Because of the imposition
of the foregoing additional sales practices, it is possible that brokers will
not want to make a market in our shares. This could prevent you from reselling
your shares and may cause the price of the shares to decline.




-11-


We
have no known ore reserves and we cannot guarantee we will find any clay soil or
if we find clay soil, that production will be profitable.




We have
no known ore reserves.  We have not identified any clay soil on the
property and we cannot guarantee that we will ever find any clay
soil.  We did not rely upon any expert advice in selecting the
property for the exploration.  Even if we find that there is clay soil
on our property, we cannot guarantee that we will be able to recover the clay
soil.  Even if we recover the clay soil, we cannot guarantee that we
will make a profit.  If we cannot find clay soil or it is not
economical to recover the clay soil, we will have to cease
operations.




Because
we are small and do not have much capital, we must limit our exploration and
consequently may not find mineralized material.  If we do not find
mineralized material, we will cease operations.




Because
we are small and do not have much capital, we must limit our
exploration.  Because we may have to limit our exploration, we may not
find mineralized material, although our property may contain mineralized
material.  If we do not find mineralized material, we will cease
operations.




As
we face intense competition in the mining industry, we will have to compete with
our competitors for financing and for qualified managerial and technical
employees.




The
mining industry is intensely competitive in all of its phases. Competition
includes large established mining companies with substantial capabilities and
with greater financial and technical resources than we have. As a result of this
competition, we may be unable to acquire additional attractive mining claims or
financing on terms we consider acceptable. We also compete with other mining
companies in the recruitment and retention of qualified managerial and technical
employees. If we are unable to successfully compete for financing or for
qualified employees, our exploration and development programs may be slowed down
or suspended.




Trading
of our stock may be restricted by the SEC's Penny Stock Regulations which may
limit a stockholder's ability to buy and sell our stock.




The U.S.
Securities and Exchange Commission has adopted regulations which generally
define "penny stock" to be any equity security that has a market price (as
defined) less than $5.00 per share or an exercise price of less than $5.00 per
share, subject to certain exceptions.  Our securities are covered by
the penny stock rules, which impose additional sales practice requirements on
broker-dealers who sell to persons other than established customers and
"accredited investors".  The term "accredited investor" refers
generally to institutions with assets in excess of $5,000,000 or individuals
with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or
$300,000 jointly with their spouse.  The penny stock rules require a
broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
the rules, to deliver a standardized risk disclosure document in a form prepared
by the SEC which provides information about penny stocks and the nature and
level of risks in the penny stock market.  The broker-dealer also must
provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson in the transaction and
monthly account statements showing the market value of each penny stock held in
the customer's account.  The bid and offer quotations, and the
broker-dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's
confirmation.  In addition, the penny stock rules require that prior
to a transaction in a penny stock not otherwise exempt from these rules, the
broker-dealer must make a special written determination that the penny stock is
a suitable investment for the purchaser and receive the purchaser's written
agreement to the transaction.  These disclosure requirements may have
the effect of reducing the level of trading activity in the secondary market for
the stock that is subject to these penny stock rules.  Consequently,
these penny stock rules may affect the ability of broker-dealers to trade our
securities.  We believe that the penny stock rules discourage investor
interest in and limit the marketability of, our common stock.




-12-


We do not expect to declare or pay
any dividends.




We have
not declared or paid any dividends on our common stock since our inception, and
we do not anticipate paying any such dividends for the foreseeable
future.




Anti-Takeover
Provisions




We do not
currently have a shareholder rights plan or any anti-takeover provisions in our
By-laws.  Without any anti-takeover provisions, there is no deterrent
for a take-over of our company, which may result in a change in our management
and directors.




Our
By-laws contain provisions indemnifying our officer and directors against all
costs, charges and expenses incurred by them.




Our
By-laws contain provisions with respect to the indemnification of our officer
and directors against all costs, charges and expenses, including an amount paid
to settle an action or satisfy a judgement, actually and reasonably incurred by
him, including an amount paid to settle an action or satisfy a judgement in a
civil, criminal or administrative action or proceeding to which he is made a
party by reason of his being or having been one of our directors or
officer.




Volatility of Stock
Price.




Our
common shares are not currently publicly traded.  In the future, the
trading price of our common shares may be subject to wide
fluctuations.  Trading prices of the common shares may fluctuate in
response to a number of factors, many of which will be beyond our
control.  In addition, the stock market in general, and the market for
software technology companies in particular, has experienced extreme price and
volume fluctuations that have often been unrelated or disproportionate to the
operating performance of such companies.  Market and industry factors
may adversely affect the market price of the common shares, regardless of our
operating performance.




In the
past, following periods of volatility in the market price of a company's
securities, securities class-action litigation has often been
instituted.  Such litigation, if instituted, could result in
substantial costs and a diversion of management's attention and
resources.




Item
2.                 Description
of Property.


Our
administrative office is located at 6 Harston Avenue, Mosmon, Sydney Australia
2088.Our telephone number is 61 411-199-319.





We have
an option to acquire a 100% interest in the Mt. Cotton1 mining claim,
(hereinafter referred to as the "Mt. Cotton Property"). The option was granted
for an initial issuance of 200,000 common shares of our Company to Redpath Clay
Corp.  Title to the Mt. Cotton Property is held by
Redpath.  We have not taken any actions to further our business plan
since July 2006.






Our
objective is to conduct mineral exploration activities on the mineral claims in
order to assess whether it possesses economic reserves of mineral clay.  We
have not yet identified any economic mineralization on the property.  We
have a mineral report which indicates that further exploration is
warranted.  Our proposed exploration program is designed to search for
an economic mineral deposit.




Item
3.                 Legal
Proceedings.




We know
of no material, active or pending legal proceedings against us, nor are we
involved as a plaintiff in any material proceedings or pending
litigation.  There are no proceedings in which any of our directors,
officer or affiliates, or any registered beneficial shareholder are an adverse
party or has a material interest adverse to us.




-13-


Item
4.                 Submissions
of Matters to a Vote of Security Holders.




There
were no matters submitted to a vote of our security holders either through
solicitation of proxies or otherwise in the fourth quarter of the fiscal year
ended December 31, 2008 .






PART
II


Item
5.                 Market
for Common Equity and Related Stockholder Matters.




There is
currently no market for our common stock.




As of
December 31, 2008 there were 39 shareholders and 5,690,000 shares
outstanding.




There are
no outstanding options or warrants to purchase, or securities convertible into,
our common shares.  All of our issued and outstanding shares can be
sold pursuant to Rule 144 of the Securities Act of 1933.




We have
not declared any dividends since incorporation and does not anticipate that we
will do so in the foreseeable future.  Although there are no
restrictions that limit the ability to pay dividends on our common shares, our
intention is to retain future earnings for use in our operations and the
expansion of our business.




Recent
Sales of Unregistered Securities




None.




Equity
Compensation Plan Information




We
currently do not have any stock option or equity plans.




Item
6.                 
Selected Financial Data




Not
applicable.




Item
7.                 Management's
Discussion and Analysis or Plan of Operation.




Overview




You
should read the following discussion of our financial condition and results of
operations together with the consolidated audited financial statements and the
notes to consolidated audited financial statements included elsewhere in this
filing prepared in accordance with accounting principles generally accepted in
the United States.  This discussion contains forward-looking
statements that reflect our plans, estimates and beliefs.  Our actual
results could differ materially from those anticipated in these forward-looking
statements.




Plan
of Operations




Cash
Requirements




For the
next 12 months we plan to expend a total of approximately $45,000 in respect of
our mineral properties.  We currently have enough to complete Phase 1
of our exploration program.




We
estimate that we will expend approximately $10,000 on general and administrative
expenses over the next 12 months generated from our allotted working capital of
approximately $10,000.




-14-


Based on
our current plan of operations, we have sufficient funds for the next 6 months,
after which time we will require additional funds to continue our exploration
operations. In the event that we are unable to raise additional financing in the
next 6 months, and fail to generate any cash flow, we may modify our operations
plan accordingly. These funds may be raised through equity financing, debt
financing, or other sources, which may result in further dilution in the equity
ownership of our shares. There is still no assurance that we will be able to
maintain operations at a level sufficient for an investor to obtain a return on
his investment in our common stock. Further, we may continue to be
unprofitable.




Over the
next twelve months we intend to use all available funds to expand on the
exploration and development of our mineral properties, as follows:




Estimated Funding Required
During the Next Twelve Months




OperationsWorking
      Capital
                            
                            $
                            10,000Phase
      1 exploration
                            
                            $
                            25,300General
      and Administrative
                            
                            $
                            10,000Total
                            
                            $
                            45,300




Financial
Condition, Liquidity and Capital Resources




Since
inception on February 10, 2006, we have been engaged in exploration and
acquisition of mineral properties. Our principal capital resources have been
acquired through  the issuance of common stock.




At
December 31, 2008 we had a working capital of $28,054.




At
December 31, 2008 our total assets of $34,004 which consists of  cash
of $32,004 and mineral property interest of $2,000. This compares with our
assets at December 31, 2007 of $57,377 which consisted of cash of $55,377 and
mineral property interest of $2,000.




At
December 31,2008, our total liabilities were $3,950, compared to our liabilities
of $3,612 as at December 31, 2007.




We have
had no revenues from inception. We currently have sufficient funding to complete
Phase 1 of our exploration program.




Results
of Operations.




We posted
losses of $23,711 for the year ending December 31, 2008, losses of $2,121 for
the year ended December 31, 2007, and losses of $25,946 since inception to
December 31, 2008. The principal component of the loss was
for  general and administrative expenses.




Product
Research and Development




Our
business plan is focused on the long-term exploration and development of our
mineral properties.




Purchase
of Significant Equipment




We do not
intend to purchase any significant equipment over the twelve months ending
December 31, 2009.




Employees




Currently
there are no full time or part-time employees of our company (other than our
directors and officer who, at present, have not signed employment or consulting
agreements with us). We do not expect any material changes in the number of
employees over the next 12 month period (although we may enter into employment
or consulting agreements with our officer or directors). We do and will continue
to outsource contract employment as needed. However, if we are successful in our
initial and any subsequent drilling programs we may retain additional
employees.




-15-


Going
Concern




Due to
our being a exploration stage company and not having generated revenues, in
the  financial statements for the year ended December 31, 2008, we
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.  Our  financial statements
contain additional note disclosures describing the circumstances that lead to
this disclosure.




The
continuation of our business is dependent upon us raising additional financial
support.  The issuance of additional equity securities by us could
result in a significant dilution in the equity interests of our current
stockholders.  Obtaining commercial loans, assuming those loans would
be available, will increase our liabilities and future cash
commitments.




Recently
Issued Accounting Standards





Ayers
does not expect the adoption of recently issued accounting pronouncements to
have a significant impact on Ayers’ results of operations, financial position or
cash flow.









APPLICATION
OF CRITICAL ACCOUNTING POLICIES




Our
financial statements and accompanying notes are prepared in accordance with
generally accepted accounting principles in the United
States.  Preparing financial statements requires management to make
estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management's application of accounting policies.  We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our consolidated financial statements is critical
to an understanding of our financials.




We have
historically incurred losses, and through December 31, 2008  have
incurred losses of $25,946 from our
inception.   During  this period, we have successfully
raised $52,000 from our  S-1 offering. Because of these historical
losses, we will require additional working capital to develop our business
operations.




We intend
to raise additional working capital through a private placement.




There are
no assurances that we will be able to either (1) achieve a level of revenues
adequate to generate sufficient cash flow from operations; or (2) obtain
additional financing  and/or bank financing necessary to support our
working capital requirements. To the extent that funds generated from
operations, our S-1 public offerings and/or bank financing are insufficient, we
will have to raise additional working capital. No assurance can be given that
additional financing will be available, or if available, will be on terms
acceptable to us. If adequate working capital is not available we may not
increase or sustain our operations.




These
conditions raise substantial doubt about our ability to continue as a going
concern. The financial statements do not include any adjustments relating to the
recoverability and classification of asset carrying amounts or the amount and
classification of liabilities that might be necessary should we be unable to
continue as a going concern.







-16-


Item
8.                 Financial
Statements.




Our
financial statements are stated in United States dollars (US$) and are prepared
in accordance with United States Generally Accepted Accounting
Principles.




The
following  financial statements are filed as part of this annual
report:








Report
      of Independent Registered Public Accounting Firm, dated March 24,
      2009.
            F-1Balance
      Sheets as at December 31, 2008 and 2007.
            F-2Statements
      of Operations for each of the years ended December 31, 2008 and 2007 and
      for the period from February 10, 2006 (inception) through December 31,
      2008.
            F-3Statements
      of Shareholders' Equity for the period from February 10, 2006 (inception)
      through December 31, 2008.
            F-4Statements
      of Cash Flows for each of the years ended December 31, 2008 and 2007 and
      for the period from February 10,  2006 (inception) through
      December 31, 2008.
            F-5Notes
      to the Financial Statements
            F-6



















-17-





Report of Independent
Registered Public Accounting Firm








To the
Board of Directors of


Ayers
Exploration Inc.


(An
Exploration Stage Company)


Mosman,
Sydney Australia








We have
audited the accompanying balance sheets of Ayers Exploration Inc. (the
“Company”) as of December 31, 2008 and 2007, and the related statements of
operations, shareholders'
equity, and cash flows for each of the years then ended and for the period from
February 10, 2006 (inception) through December 31, 2008. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Ayers Exploration Inc. as of
December 31, 2008 and 2007, and the results of its operations and its cash flows
for each of the years then ended and for the period from February 10, 2006
(inception) through December 31, 2008 in conformity with accounting principles
generally accepted in the United States of America.





As
discussed in Note 1 to the financial statements, the Company's absence of
significant revenues, recurring losses from operations, and its need for
additional financing in order to fund its projected loss in 2009 raise
substantial doubt about its ability to continue as a going concern. The 2008
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.











LBB &
Associates Ltd., LLP





Houston,
Texas


March 24,
2009








F-1




AYERS
EXPLORATION INC.


(An
Exploration Stage Company)


BALANCE
SHEETS




December
      31, 2008
                                        
                                        
                                        December
      31, 2007ASSETSCURRENT
      ASSETSCash
                                        
                                        $
                                        32,004
                                        
                                        
                                        $
                                        55,377Total
      Current Assets
                                        
                                        
                                        32,004
                                        
                                        
                                        
                                        55,377Mineral
      Property Interest
                                        
                                        
                                        2,000
                                        
                                        
                                        
                                        2,000Total
      Assets
                                        
                                        $
                                        34,004
                                        
                                        
                                        $
                                        57,377LIABILITIES
      AND SHAREHOLDERS’ EQUITYLIABILITIESCURRENT
      LIABILITIESAccounts
      payable and accrued liabilities
                                        
                                        $
                                        1,950
                                        
                                        
                                        $
                                        1,612Due
      to related party
                                        
                                        
                                        2,000
                                        
                                        
                                        
                                        2,000Total
      Current Liabilities
                                        
                                        
                                        3,950
                                        
                                        
                                        
                                        3,612Total
      Liabilities
                                        
                                        
                                        3,950
                                        
                                        
                                        
                                        3,612SHAREHOLDERS’
      EQUITYCommon
      stock, $.001 par value, 30,000,000 shares authorized, 5,690,000 shares
      issued and outstanding at December 31, 2008 and 2007,
      respectively
                                        
                                        
                                        5,690
                                        
                                        
                                        
                                        5,690Additional
      paid in capital
                                        
                                        
                                        50,310
                                        
                                        
                                        
                                        50,310Deficit
      accumulated during the exploration stage
                                        
                                        
                                        (25,946
                                        )
                                        
                                        
                                        (2,235
                                        )Total
      Shareholders’ Equity
                                        
                                        
                                        30,054
                                        
                                        
                                        
                                        53,765TOTAL
      LIABILITIES AND SHAREHOLDERS’ EQUITY
                                        
                                        $
                                        34,004
                                        
                                        
                                        $
                                        57,377




The
accompanying notes are an integral part of these financial
statements


F-2




AYERS
EXPLORATION INC.


(An
Exploration Stage Company)


STATEMENTS
OF OPERATIONS






Year
      Ended
                                              December
      31, 2008
                                            
                                            
                                            Year
      Ended
                                              December
      31, 2007
                                            
                                            
                                            February
      10, 2006
                                              (Inception)
      to
                                              December
      31, 2008EXPENSESGeneral
      and administrative
                                            
                                            $
                                            23,758
                                            
                                            
                                            $
                                            3,127
                                            
                                            
                                            $
                                            27,440Total
      Expenses
                                            
                                            
                                            23,758
                                            
                                            
                                            
                                            3,127
                                            
                                            
                                            
                                            27,440OTHER
      INCOMEInterest
      income
                                            
                                            
                                            47
                                            
                                            
                                            
                                            1,006
                                            
                                            
                                            
                                            1,494Total
      Other Income
                                            
                                            
                                            47
                                            
                                            
                                            
                                            1,006
                                            
                                            
                                            
                                            1,494NET
      LOSS
                                            
                                            $
                                            (23,711
                                            )
                                            
                                            $
                                            (2,121
                                            )
                                            
                                            $
                                            (25,946
                                            )NET
      LOSS PER SHARE:
                                              BASIC
      AND DILUTED
                                            
                                            $
                                            (0.00
                                            )
                                            
                                            $
                                            (0.00
                                            )WEIGHTED
      AVERAGE SHARES OUTSTANDING:
                                              BASIC
      AND DILUTED
                                            
                                            
                                            5,690,000
                                            
                                            
                                            
                                            5,690,000


















The accompanying
notes are an integral part of these financial statements






F-3


AYERS
EXPLORATION INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF SHAREHOLDERS'
EQUITY


Period
from February 10, 2006 (Inception) through December 31, 2008











Common
      stockShares
              
              
              Amount
              
              
              Additional
      paid-in capital
              
              
              Retained
      earnings
                (accumulated
      deficit)
                during
      the
                exploration
      stage
              
              
              TotalIssuance
      of common stock for cash
              
              
              5,490,000
              
              
              $
              5,490
              
              
              $
              48,510
              
              
              $
              –
              
              
              $
              54,000Issuance
      of stock for mineral property interest acquisition
              
              
              200,000
              
              
              
              200
              
              
              
              1,800
              
              
              
              –
              
              
              
              2,000Net
      loss
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (114
              )
              
              
              (114
              )Balance,
      December 31, 2006
              
              
              5,690,000
              
              
              
              5,690
              
              
              
              50,310
              
              
              
              (114
              )
              
              
              55,886Net
      loss
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (2,121
              )
              
              
              (2,121
              )Balance,
      December 31, 2007
              
              
              5,690,000
              
              
              
              5,690
              
              
              
              50,310
              
              
              
              (2,235
              )
              
              
              53,765Net
      loss
              
              
              –
              
              
              
              –
              
              
              
              –
              
              
              
              (23,711
              )
              
              
              (23,711
              )Balance,
      December 31, 2008
              
              
              5,690,000
              
              
              $
              5,690
              
              
              $
              50,310
              
              
              $
              (
      25,946
              )
              
              $
              30,054









The accompanying notes are an
integral part of these financial statements






F-4


AYERS
EXPLORATION INC.


(An
Exploration Stage Company)


STATEMENTS
OF CASH FLOWS




Year
      Ended December 31, 2008
                                              
                                              
                                              Year
      ended
                                                December
      31, 2007
                                              
                                              
                                              February
      10, 2006 (Inception) to December 31, 2008CASH
      FLOWS USED IN OPERATING ACTIVITIESNet
      loss
                                              
                                              $
                                              (23,711
                                              )
                                              
                                              $
                                              (2,121
                                              )
                                              
                                              $
                                              (25,946
                                              )Changes
      in operating assets and liabilities:Accounts
      payable and accrued liabilities
                                              
                                              
                                              338
                                              
                                              
                                              
                                              1,112
                                              
                                              
                                              
                                              1,950Net
      Cash Used in Operating Activities
                                              
                                              
                                              (23,373
                                              )
                                              
                                              
                                              (1,009
                                              )
                                              
                                              
                                              (23,996
                                              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from Shareholder advances
                                              
                                              
                                              –
                                              
                                              
                                              
                                              –
                                              
                                              
                                              
                                              2,000Cash
      received from sale of common stock
                                              
                                              
                                              –
                                              
                                              
                                              
                                              –
                                              
                                              
                                              
                                              54,000Net
      Cash From Financing Activities
                                              
                                              
                                              –
                                              
                                              
                                              
                                              –
                                              
                                              
                                              
                                              56,000NET
      INCREASE (DECREASE) IN CASH
                                              
                                              
                                              (23,373
                                              )
                                              
                                              
                                              (1,009
                                              )
                                              
                                              
                                              32,004CASH
      – BEGINNING
                                              
                                              
                                              55,377
                                              
                                              
                                              
                                              56,386
                                              
                                              
                                              
                                              –CASH
      – ENDING
                                              
                                              $
                                              32,004
                                              
                                              
                                              
                                              55,377
                                              
                                              
                                              $
                                              32,004Supplemental
      Cash Flow Information:Cash
      paid for:Interest
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              –Income
      taxes
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              –Non-cash
      transactions:Stock
      issued for mineral property interest
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              –
                                              
                                              
                                              $
                                              2,000




The accompanying notes are an
integral part of these financial statements


F-5




AYERS
EXPLORATION INC.


(An
Exploration Stage Company)


NOTES
TO THE FINANCIAL STATEMENTS






NOTE
1 – NATURE OF BUSINESS




Ayers
Exploration Inc. ("the Company") was incorporated in Nevada on February 10,
2006, to engage in acquisition and exploration of mineral
properties.





Going
concern




These
financial statements have been prepared in accordance with United States
generally accepted accounting principles, on a going concern basis, which
contemplates the realization of assets and the satisfaction of liabilities and
commitments in the normal course of business. The Company has not started income
generating operations. Losses are anticipated in the development of its business
and there can be no assurance that the Company will be able to achieve or
maintain profitability.




The
continuing operations of the Company and the recoverability of the carrying
value of assets is dependent upon the ability of the Company to obtain necessary
financing to fund its working capital requirements, and upon future profitable
operations. The accompanying financial statements do not include any adjustments
relative to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result from the outcome
of this uncertainty.




There
can be no assurance that capital will be available as necessary to meet the
Company's working capital requirements or, if the capital is available, that it
will be on terms acceptable to the Company. The issuances of additional equity
securities by the Company may result in dilution in the equity interests of its
current stockholders. Obtaining commercial loans, assuming those loans would be
available, will increase the Company's liabilities and future cash commitments.
If the Company is unable to obtain financing in the amounts and on terms deemed
acceptable, the business and future success may be adversely
affected.








NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES




Exploration
Stage Company





The
Company complies with Financial Accounting Standards Board Statement No. 7
‘‘Accounting and Reporting by Development Stage Enterprises’’ in its
characterization of the Company as an exploration stage enterprise.





Cash
and Cash Equivalents





The
Company considers all highly liquid investments with an original maturity of
three months or less when purchased to be cash equivalents.





Financial
Instruments





The
Company's financial instruments consist of cash, prepaid expenses, accounts
payable and due to related party. Unless otherwise noted, it is management's
opinion that the Company is not exposed to significant interest, currency or
credit risks arising from these financial instruments. Because of the short
maturity of such assets and liabilities the fair value of these financial
instruments approximate their carrying values, unless otherwise
noted.





Mineral
Interests





Mineral
property acquisition costs are capitalized in accordance with EITF 04-2. Mineral
property exploration costs are expensed as incurred. When it has been determined
that a mineral property can be economically developed as a result of
establishing proven and probable reserves, the costs incurred to develop such
property are capitalized. To date the Company has not established any reserves
on its mineral properties.





F-6


Foreign
Currency Translation





The
financial statements are presented in United States dollars. In accordance with
Statement of Financial Accounting Standards No. 52, ‘‘Foreign Currency
Translation’’, foreign denominated monetary assets and liabilities are
translated into their United States dollar equivalents using foreign exchange
rates which prevailed at the balance sheet date. Non-monetary assets and
liabilities are translated at the exchange rates prevailing at the transaction
date. Revenue and expenses are translated at average rates of exchange during
the year. Gains or losses resulting from foreign currency transactions are
included in results of operations.





Basic
Loss per Share





Basic
loss per share has been calculated based on the weighted average number of
shares of common stock outstanding during the period.





Environmental
Costs





Environmental
expenditures that relate to current operations are expensed or capitalized as
appropriate. Expenditures that relate to an existing condition caused by past
operations, and which do not contribute to current or future revenue generation,
are expensed. Liabilities are recorded when environmental assessments and/or
remedial efforts are probable, and the cost can be reasonably estimated.
Generally, the timing of these accruals coincides with the earlier of completion
of a feasibility study or the Company’s commitments to plan of action based on
the then known facts.





Impairment
of Long-Lived Assets





The
Company reviews long-lived assets for indicators of impairment whenever events
or changes in circumstances indicate that the carrying value may not be
recoverable. If the review indicates that the carrying amount of the asset
may not be recoverable, the potential impairment is measured based on a
projected discounted cash flow method using a discount rate that is considered
to be commensurate with the risk inherent in the Company’s current business
model. For purposes of recognition and measurement of an impairment loss, a
long-lived asset is grouped with other assets at the lowest level for which
identifiable cash flows are largely independent of the cash flows of other
assets.





Income
Taxes





The asset
and liability approach is used to account for income taxes by recognizing
deferred tax assets and liabilities for the expected future tax consequences of
temporary differences between the carrying amounts and the tax basis of assets
and liabilities. The Company records a valuation allowance to reduce the
deferred tax assets to the amount that is more likely than not to be
realized.





Recent
Accounting Pronouncements





The
Company does not expect the adoption of recently issued accounting
pronouncements to have a significant impact on its results of operations,
financial position or cash flow.




NOTE
3 – MINING PROPERTY INTEREST




On
July 9, 2006 the Company entered into a mining option agreement with Redpath
Clay Corp. (”Redpath”), a company incorporated under the laws of Australia,
which grants the Company the exclusive right and option (the “Option”) to
acquire, subject to the reservation of a royalty by Redpath and the covenant by
the Company to pay a production bonus, 100% of Redpath’s 100% owned interest in
a mining property known as the Mt. Cotton Property (the “Property”) located in
the State of Queensland, Australia.




In order
to exercise the Option, the Company will issue the following shares of the
Company’s common stock to Redpath:




(i)
            200,000
      shares upon signing of this option agreement (issued, see Note 5);
      and(ii)
            200,000
      shares upon commencement of commercial production (not
      issued).





If and
when the Option has been exercised, a 100% undivided right, title and interest
in and to the Property will vest in the Company.


F-7


NOTE
4 – DUE TO RELATED PARTY




During
the year ended December 31, 2006 a director and shareholder of the company
advanced the Company $2,000. The advance was in the normal course of operations,
unsecured, non-interest bearing and due on demand. At December 31, 2008 no
repayment was made to this director and the balance of $2,000 is still owed to
this director.







NOTE
5 – COMMON STOCK




At
inception on February 10, 2006, the Company issued 2,000,000 shares of stock to
its founding shareholder for $2,000 cash.




In July,
2006, the Company issued 200,000 common shares to Redpath as partial
consideration for exercising a mining property option (see Note 3), valued at
$0.01 per share for total value of $2,000.




In July,
2006 the Company raised $33,000 cash from the sale of 3,300,000 common shares at
$0.01 per share.




In
September, 2006 the Company raised $19,000 cash from the sale of 190,000 common
shares at $0.10 per share.






NOTE
6 – INCOME TAXES




The
Company follows Statement of Financial Accounting Standards Number 109 (SFAS
109)"Accounting for Income Taxes." Deferred income taxes reflect the net effect
of (a) temporary difference between carrying amounts of assets and liabilities
for financial purposes and the amounts used for income tax reporting purposes,
and (b) net operating loss carry forwards. No net provision for refundable
Federal income tax has been made in the accompanying statement of operations
because no recoverable taxes were paid previously. Similarly, no deferred tax
asset attributable to the net operating loss carry forward has been recognized,
as it is not deemed likely to be realized.




The
provision for refundable Federal income tax consists of the
following:





December
      31,
                  
                  
                  December
      31,2008
                  
                  
                  2007Refundable
      Federal income tax attributable to:Current
      Operations
                  
                  $
                  8,000
                  
                  
                  $
                  1,000Less,
      Change in valuation allowance
                  
                  
                  (8,000
                  )
                  
                  
                  (1,000
                  )Net
      refundable amount
                  
                  $
                  -
                  
                  
                  $
                  -





The
cumulative tax effect at the expected rate of 34% of significant items
comprising the Company’s net deferred tax amount is as follows:




December
      31,2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                  
                  $
                  9,000Less,
      valuation allowance
                  
                  
                  (9,000
                  )Net
      deferred tax asset
                  
                  $
                  -




At December 31, 2008, the Company had an unused net operating loss
carryover approximating $26,000 that is available to offset future taxable
income, which expires beginning in 2026.








F-8





Item
9.                 Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure.




None.




Item
9A.  Controls and Procedures




Management’s
Annual Report on Internal Control over Financial Reporting




Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and
effected by our board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with
generally accepted accounting principles, and includes those policies and
procedures that:




(1) 
Pertain to the maintenance of records that in reasonable detail accurately and
fairly reflect the transactions and dispositions of our assets;




(2) 
Provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorization of our management and
directors; and




(3) 
Provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisitions, use or disposition of our assets that could have a
material effect on the financial statements.




Internal
control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from
human failures. Internal control over financial reporting also can be
circumvented by collusion or improper management override. Because of such
limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.
However, these inherent limitations are known features of the financial
reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk. Management is responsible
for establishing and maintaining adequate internal control over financial
reporting for the Company.




Management
has used the framework set forth in the report entitled Internal Control-Integrated
Frameworkpublished by the Committee of Sponsoring Organizations of the
Treadway Commission, known as COSO, to evaluate the effectiveness of our
internal control over financial reporting. Based on this assessment, management
has concluded that our internal control over financial reporting was effective
as of December 31, 2008.




This
Annual Report does not include an attestation report of our independent
registered public accounting firm regarding internal control over financial
reporting. Our internal control over financial reporting was not subject to
attestation by our independent registered public accounting firm pursuant to
temporary rules of the SEC that permit us to provide only management’s report in
this Annual Report.




There has
been no change in our internal controls over financial reporting during our most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, our internal controls over financial reporting.






Item
9B.                      Other Information




None.




-18-


PART
III




Item
      10.
            Directors,
      Executive Officer, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.




DIRECTORS
AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL PERSONS




As at
December 31, 2008, our directors and executive officers and control persons,
their ages, positions held, and duration of such, are as follows:




Name
              Position
      Held with our Company
              Age
              Date
      First
                Elected
      or AppointedGreg
      Curson
              President
      , Secretary, Treasurer
              52
              February
      10, 2006




Business
Experience




The
following is a brief account of the education and business experience during at
least the past five years of each director, executive officer and key employee,
indicating the principal occupation during that period, and the name and
principal business of the organization in which such occupation and employment
were carried out.





Since
2000, Mr. Curson has been the President of World Brands Management Pty. Ltd.,
the sole Australian and New Zealand distributor for Diesel, Nautica and
Pony.






In 1973,
Mr. Curson graduated from the Advanced College of Business Technology
Ultimo Sydney with a Diploma in Real Estate.




Committees
of the Board




Currently
our company has the following committees:




·
            Audit
      Committee;·
            Nominating
      and Corporate Governance Committee; and·
            Compensation
      Committee.




Our Audit
Committee is currently made up of Greg Curson.  The Audit Committee is
governed by the Audit Committee Charter adopted by the board of directors on
November 22, 2006.




Our
Nominating and Corporate Governance Committee is currently made up of Greg
Curson.  The Nominating and Corporate Governance Committee is governed
by the Nominating and Corporate Governance Committee Charter adopted by the
board of directors on November 22, 2006.




Our
Compensation Committee is currently made up of Greg Curson.  The
Compensation Committee is governed by the Compensation Committee Charter adopted
by the board of directors on November 22, 2006.




Family
Relationships




There are
no family relationships between any of our directors or executive
officer.




-19-


Involvement
in Certain Legal Proceedings




Other
than as discussed below, none of our directors, executive officer, promoters or
control persons have been involved in any of the following events during the
past five years:




1.  any
bankruptcy petition filed by or against any business of which such person was a
general partner or executive officer either at the time of the bankruptcy or
within two years prior to that time;




2.  any
conviction in a criminal proceeding or being subject to a pending criminal
proceeding (excluding traffic violations and other minor offences);




3.  being
subject to any order, judgement, or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; or




4.  being
found by a court of competent jurisdiction (in a civil action), the Commission
or the Commodity Futures Trading Commission to have violated a federal or state
securities or commodities law, and the judgement has not been reversed,
suspended, or vacated.




CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS.




None of
our directors, executive officer, future directors, 5% shareholders, or any
members of the immediate families of the foregoing persons have been indebted to
us during the last fiscal year or the current fiscal year in an amount exceeding
$60,000.


None of
the current directors or officer of our company are related by blood or
marriage.





On
February 10, 2006, we issued a total of 2,000,000 shares of restricted common
stock to Mr. Curson an officer and director of our company for cash of
$2,000.







Section
16(a) Beneficial Ownership Compliance




Section
16(a) of the Securities Exchange Act requires our executive officer and
directors, and persons who own more than 10% of our common stock, to file
reports regarding ownership of, and transactions in, our securities with the
Securities and Exchange Commission and to provide us with copies of those
filings.  Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended December 31, 2008 , all filing
requirements applicable to its officer, directors and greater than ten percent
beneficial owners were complied with.




Code
of Ethics




Effective
November 22, 2006, our company's board of directors adopted a Code of Business
Conduct and Ethics that applies to, among other persons, our company's president
(being our principal executive officer) and our company's secretary (being our
principal financial and accounting officer and controller), as well as persons
performing similar functions.  As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:




(1)
honest and ethical conduct, including the ethical handling of actual or apparent
conflicts of interest between personal and professional
relationships;




(2) full,
fair, accurate, timely, and understandable disclosure in reports and documents
that we file with, or submit to, the Securities and Exchange Commission and in
other public communications made by us;




(3)
compliance with applicable governmental laws, rules and
regulations;




(4) the
prompt internal reporting of violations of the Code of Business Conduct and
Ethics to an appropriate person or persons identified in the Code of Business
Conduct and Ethics; and




(5)
accountability for adherence to the Code of Business Conduct and
Ethics.




Our Code
of Business Conduct and Ethics requires, among other things, that all of our
company's personnel shall be accorded full access to our president and secretary
with respect to any matter which may arise relating to the Code of Business
Conduct and Ethics.  Further, all of our company's personnel are to be
accorded full access to our company's board of directors if any such matter
involves an alleged breach of the Code of Business Conduct and Ethics by our
president or secretary.




-20-


In
addition, our Code of Business Conduct and Ethics emphasizes that all employees,
and particularly managers and/or supervisors, have a responsibility for
maintaining financial integrity within our company, consistent with generally
accepted accounting principles, and federal, provincial and state securities
laws. Any employee who becomes aware of any incidents involving financial or
accounting manipulation or other irregularities, whether by witnessing the
incident or being told of it, must report it to his or her immediate supervisor
or to our company's president or secretary.  If the incident involves
an alleged breach of the Code of Business Conduct and Ethics by the president or
secretary, the incident must be reported to any member of our board of
directors.  Any failure to report such inappropriate or irregular
conduct of others is to be treated as a severe disciplinary
matter.  It is against our company policy to retaliate against any
individual who reports in good faith the violation or potential violation of our
company's Code of Business Conduct and Ethics by another.




Our Code
of Business Conduct and Ethics is filed herewith with the Securities and
Exchange Commission as Exhibit 14.1 to this annual report.  We will
provide a copy of the Code of Business Conduct and Ethics to any person without
charge, upon request.  Requests can be sent to: Ayers Exploration Inc.
6 Harston Avenue, Mosman, Sydney Australia 2088.




Audit
Committee Financial Expert




Our Board
of Directors has determined that it does not have a member of its audit
committee that qualifies as an "audit committee financial expert" as defined in
Item 401(e) of Regulation S-B, and is "independent" as the term is used in Term
7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as
amended.




We
believe that the members of our Board of Directors are collectively capable of
analyzing and evaluating our financial statements and understanding internal
controls and procedures for financial reporting.  In addition, we
believe that retaining an independent director who would qualify as an "audit
committee financial expert" would be overly costly and burdensome and is not
warranted in our circumstances given the early stages of our development and the
fact that we have not generated revenues to date.




Item
11.                 Executive
Compensation.




There has
not been any compensation awarded to, earned by, or paid to our directors and
executive officer for the last three completed financial years.




Employment/Consulting
Agreements




There are
no written employment or consulting agreements between us and any of our
directors and executive officer.




Long-Term
Incentive Plans




There are
no arrangements or plans in which we provide pension, retirement or similar
benefits for directors or executive officer, except that our directors and
executive officer may receive stock options at the discretion of our board of
directors. We do not have any material bonus or profit sharing plans pursuant to
which cash or non-cash compensation is or may be paid to our directors or
executive officer, except that stock options may be granted at the discretion of
our board of directors.




We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officer to compensate such officer in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control, where
the value of such compensation exceeds $60,000 per executive
officer.




Stock
Option Plan




Currently,
there are no stock option plans in favour of any officer, directors, consultants
or employees of ours.




Stock
Options/SAR Grants




There
were no grants of stock options or stock appreciation rights to any officer,
directors, consultants or employees of ours during the fiscal year ended
December 31, 2008 .




-21-


Aggregated
Option Exercises in Last Fiscal Year and Fiscal Year End Values




There
were no stock options outstanding as at December 31,2008 .




Directors
Compensation




We
reimburse our directors for expenses incurred in connection with attending board
meetings but did not pay director's fees or other cash compensation for services
rendered as a director in the year ended December 31, 2008 .




We have
no present formal plan for compensating our directors for their service in their
capacity as directors, although in the future, such directors are expected to
receive compensation and options to purchase shares of common stock as awarded
by our board of directors or (as to future options) a compensation committee
which may be established in the future.  Directors are entitled to
reimbursement for reasonable travel and other out-of-pocket expenses incurred in
connection with attendance at meetings of our board of directors.  The
board of directors may award special remuneration to any director undertaking
any special services on behalf of our company other than services ordinarily
required of a director.  Other than indicated in this annual report,
no director received and/or accrued any compensation for his or her services as
a director, including committee participation and/or special
assignments.




Report
on Executive Compensation




Our
compensation program for our executive officer is administered and reviewed by
our board of directors.  Historically, executive compensation consists
of a combination of base salary and bonuses.  Individual compensation
levels are designed to reflect individual responsibilities, performance and
experience, as well as the performance of our company.  The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.




Item
12.                      
Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.




The
following table sets forth, as at December 31, 2008 certain information with
respect to the beneficial ownership of our common stock by each shareholder
known by us to be the beneficial owner of more than five percent (5%) of our
common stock, and by each of our current directors and executive
officer.  Each person has sole voting and investment power with
respect to the shares of common stock, except as otherwise
indicated.  Beneficial ownership consists of a direct interest in the
shares of common stock, except as otherwise indicated.




Name
      and Address of Beneficial Owner
            Amount
      and Nature of
              Beneficial
      Ownership(1)
            Percentage
              of
      Class(1)Greg
      Curson
              6
      Harston Ave
              Sydney,
      Australia 2088
            2,000,000
      common shares
            35%Directors
      and Executive Officer as a Group
            35%
            35%




(1)
            Based
      on 5,690,000 shares of common stock issued and outstanding as of December
      31, 2008.  Except as otherwise indicated, we believe that the
      beneficial owners of the common stock listed above, based on information
      furnished by such owners, have sole investment and voting power with
      respect to such shares, subject to community property laws where
      applicable.  Beneficial ownership is determined in accordance
      with the rules of the SEC and generally includes voting or investment
      power with respect to securities.  Shares of common stock
      subject to options or warrants currently exercisable, or exercisable
      within 60 days, are deemed outstanding for purposes of computing the
      percentage ownership of the person holding such option or warrants, but
      are not deemed outstanding for purposes of computing the percentage
      ownership of any other person. Mr. Hall is a former director and
      officer




-22-


Future
Changes in Control




We are
unaware of any contract or other arrangement, the operation of which may, at a
subsequent date, result in a change in control of our company.




Item
13.                 Certain
Relationships and Related Transactions.




Other
than as described under the heading "Executive Compensation", or as set forth
below, there are no material transactions with any of our directors, officer or
control person that have occurred during the last fiscal year.




Item
14.                 Principal
Accountant Fees and Services




Audit
Fees




The
aggregate fees billed by LBB & Associates Ltd., LLP for professional
services rendered for the audit of our annual financial statements included in
our Annual Report on Form 10-K for  each of the fiscal years ended
December 31, 2008 and 2007 were  $11,500 and $7,900
respectively.




Audit
Related Fees




For the
fiscal years ended December 31, 2008 and 2007, the aggregate fees billed for
assurance and related services LBB & Associates Ltd., LLP relating to the
performance  of the audit of our financial statements which are not by
reported under the caption "Audit Fees" above, were $4,450 and
$0,respectively.




Tax
Fees




For the
fiscal year ended December 31, , the aggregate fees billed by LBB &
Associates Ltd., LLP for other non-audit professional services, other than those
services listed above, totalled $0.




We do not
use LBB & Associates Ltd., LLP for financial information system design and
implementation.  These services, which include designing or
implementing a system that aggregates source data underlying the financial
statements or generates information that is significant to our financial
statements, are provided internally or by other service providers.  We
do not engage LBB & Associates Ltd., LLP to provide compliance outsourcing
services.




Effective
May 6, 2003, the Securities and Exchange Commission adopted rules that require
that before LBB & Associates Ltd., LLP is engaged by us to render any
auditing or permitted non-audit related service, the engagement be:


·
            approved
      by our audit committee (which consists of entire Board of Directors);
      or·
            entered
      into pursuant to pre-approval policies and procedures established by the
      audit committee, provided the policies and procedures are detailed as to
      the particular service, the audit committee is informed of each service,
      and such policies and procedures do not include delegation of the audit
      committee's responsibilities to
management.




The audit
committee pre-approves all services provided by our independent
auditors.  The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were
pre-approved.  However, all of the above services and fees were
reviewed and approved by the audit committee either before or after the
respective services were rendered.




The audit
committee has considered the nature and amount of fees billed by LBB &
Associates Ltd., LLP and believes that the provision of services for activities
unrelated to the audit is compatible with maintaining LBB & Associates Ltd.,
LLP's independence.







-23-




Item
15.                 Exhibits.




Exhibit Number and Exhibit
Title




(3)
            Charter
      and By-laws3.1
            Articles
      of Incorporation (incorporated by reference from our  S-1
      Registration Statement filed August 13, 2008).3.2
            Bylaws
      (incorporated by reference from our SB-2 Registration Statement filed
      August 13, 2008).(14)
            Code
      of Ethics14.1
            Code
      of Business Conduct and Ethics(31)
            Section
      302 Certification31.1
            Certification
      of Greg Curson(32)
            Section
      906 Certification32.1
            Certification
      of Greg Curson




















-24-









SIGNATURES




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




Ayers
Exploration Inc.







By:      /s/
Greg
Curson


Greg
Curson, President, Secretary and Treasurer


(Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)














Date:  March
31, 2009




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







Signature
            Title
            Date/s/
      Greg
      CursonGreg
      Curson
            President,
      Secretary and Treasurer
            March
      31, 2009






















-25-