UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2009

                        Commission file number 333-152805


                           Lake Forest Minerals, Inc.
             (Exact Name of Registrant as Specified in Its Charter)

           Nevada                                                26-2862618
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                          711 S. Carson Street, Suite 4
                              Carson City, NV 89701
           (Address of Principal Executive Offices including Zip Code)

                                 (206) 203-4100
                               (Telephone Number)

                         Resident Agents of Nevada, Inc.
                          711 S. Carson Street, Suite 4
                              Carson City, NV 89701
                                 (775) 882 4641
            (Name, Address and Telephone Number of Agent for Service)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:
                          Common Stock, $.001 par value

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

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

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

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

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

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

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

As of September 23, 2009, the registrant had 11,000,000 shares of common stock
issued and outstanding. No market value has been computed based upon the fact
that no active trading market had been established as of September 23, 2009.
<PAGE>
                           LAKE FOREST MINERALS, INC.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                       10
Item 2.  Properties                                                         13
Item 3.  Legal Proceedings                                                  14
Item 4.  Submission of Matters to a Vote of Securities Holders              14

                               Part II

Item 5.  Market for Registrant's Common Equity & Related Stockholder
         Matters                                                            14
Item 7.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                          16
Item 8.  Financial Statements                                               20
Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure                                           31
Item 9A. Controls and Procedures                                            31

                              Part III

Item 10. Directors and Executive Officers                                   34
Item 11. Executive Compensation                                             35
Item 12. Security Ownership of Certain Beneficial Owners and Management     36
Item 13. Certain Relationships and Related Transactions                     37
Item 14. Principal Accounting Fees and Services                             37

                               Part IV

Item 15. Exhibits                                                           37

Signatures                                                                  38

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                                     PART I

ITEM 1. BUSINESS

You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this annual report. In this annual report, unless the context otherwise
denotes, references to "we", "us", "our", "the Company", "Lake Forest" and "Lake
Forest Minerals" are to Lake Forest Minerals Inc.

Lake Forest Minerals was incorporated in the State of Nevada on June 23, 2008 to
engage in the acquisition, exploration and development of natural resource
properties. We are an exploration stage company with no revenues or operating
history.

We have sold $42,000 in equity securities since inception, $12,000 from the sale
of 8,000,000 shares of stock to our officer and director and $30,000 from the
sale of 3,000,000 shares registered pursuant to our S-1 Registration Statement
which became effective on August 18, 2008. The offering was completed on
September 11, 2008.

Our financial statements from inception through the year ended June 30, 2009
report no revenues and a net loss of $26,252. Seale and Beers, Certified Public
Accountants, our independent auditor, has issued an audit opinion for Lake
Forest Minerals which includes a statement expressing substantial doubt as to
our ability to continue as a going concern.

Our mineral claim has been staked and we hired a professional mining engineer to
prepare a geological report. Our property (the Vin Mineral Claim) may not
contain any reserves and funds that we spend on exploration will be lost. Even
if we complete our current exploration program and are successful in identifying
a deposit of gold or copper we will be required to expend substantial funds to
bring our claim to production.

The Vin Claim is assigned Tenure Number 552520 and is in good standing to
February 22nd 2009. The property comprises 458.779 hectares included within 22
Mineral Title Grid Units. If our claim does not contain any reserves of gold,
copper or other minerals all funds that we spend on exploration will be lost. If
we complete our current exploration program and are successful in identifying a
mineral deposit we will need to expend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable mineral
deposit or reserve.

                            GLOSSARY OF MINING TERMS

"Anomalous"              A departure from the norm which may indicate the
                         presence of mineralization
"Basalt"                 An extrusive volcanic rock
"BCDM"                   British Columbia Department of Mines
"Chalcopyrite"           A sulphide mineral of copper and iron; the most
                         important ore mineral in copper
"Copper" or "Cu"         A reddish or salmon-pink isometric mineral, the native
                         metallic element of copper. It is ductile and
                         malleable, a good conductor of heat and electricity,
                         usually dull and tarnished
"Diamond drill"          A rotary type of rock drill that cuts a core of rock
                         that is recovered in long cylindrical sections
Fault"                   A fracture dividing a rock into two sections that have
                         visibly moved relative to each other

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"Flows"                  Volcanic rock formed from lava that flowed out onto the
                         earth's surface
"Geological mapping"     The process of observing and measuring geological
                         features in a given area and plotting these features,
                         to scale, onto a map
"Geophysical survey"     A method of exploration that measures the physical
                         properties of rock formations including magnetism,
                         specific gravity, electrical conductivity and
                         resistance
"Gold" or "Au"           A heavy, soft, yellow, ductile, malleable, metallic
                         element. Gold is a critical element in computer and
                         communications technologies
"Metamorphic"            A rock that has undergone chemical or structural
                         changes (heat, pressure, or a chemical reaction) that
                         causes changes to its original state - High-grade
                         metamorphic is a large amount of change
"Mineral claim"          A portion of land held either by a prospector or a
                         mining company, in British Columbia each claim is 500m
                         x 500m (1,640 ft2)
"Ore"                    A mixture of mineralized rock from which at least one
                         of the metals can be extracted at a profit
"Precious metal"         Any of several metals, including gold and platinum,
                         that have high economic value - metals that are often
                         used to make coins or jewelry
"Pyrite"                 A yellow iron sulphide mineral - sometimes referred to
                         as "fools gold"
"Quartz"                 Common rock forming mineral consisting of silicon and
                         oxygen
"Sedimentary rocks"      Secondary rocks formed from material derived from other
                         rocks and laid down underwater.
"Silver" or "Ag"         A white metallic element that is ductile, very
                         malleable and capable of a high polish. This precious
                         metal has major industrial applications in photography,
                         x-rays, electronics and electrical contacts, batteries,
                         brazing alloys, catalysts, mirrors, jewelry and
                         sterlingware
"Soil sampling"          The collecting of samples of soil, usually 2 pounds per
                         sample, from soil thought to be covering mineralized
                         rock. The samples are submitted to a laboratory that
                         will analyze them for mineral content
"Trenching"              The digging of long, narrow excavation through soil, or
                         rock, to expose mineralization
"Vein"                   A crack in the rock that has been filled by minerals
                         that have traveled upwards from a deeper source
"Volcanic rocks"         Igneous rocks formed from magma that has flowed out or
                         has been violently ejected from a volcano

GENERAL INFORMATION

The Vin property covers a gold soil geochemical anomaly located in the southern
interior of British Columbia 40 km north of the town of Princeton. It comprises
458.779 ha of forested Crown Land held in good standing to February 22, 2010. It
lies in a largely overburden-covered area underlain principally by the Triassic
volcanic rocks of the Nicola Group.

The area was subjected to a regional soil geochemical survey by Fairfield
Minerals in 1991. A field examination, which included a preliminary geological
assessment of the area of the soil anomaly and a limited amount of additional
soil sampling, was carried out by the geologist on June 25th and 26th, 2007.

The available geochemical data is consistent with the presence of an elongate
mineralized structure concealed beneath the glacial overburden in the immediate
area of the anomaly. Accordingly, a two-phase program of geochemical and
geophysical survey work is recommended to evaluate the area. The estimated cost
of the proposed field work is $15,000 for the initial phase and an additional
$55,000 for a second phase which would be contingent upon the Phase I results.

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There is not a plant or any equipment currently located on the property. It is
expected that the initial exploration phase will be supported by generators. The
town of Princeton offers much of the necessary infrastructure required to base
and carry-out an exploration program (accommodations, communications, equipment
and supplies).

A two-phase exploration program to evaluate the area is considered appropriate
and is recommended by the consulting geologist in his report. Detailed
prospecting, mapping and reconnaissance MMI soil geochemical surveys of the
claim area are recommended.

The cost of the proposed program is $15,000 for the initial phase of exploration
work and $55,000 for the contingent second phase. We plan to continue Phase 1 of
the exploration program in the Fall 2009.

The discussions contained herein are management's estimates based on information
provided by the consulting geologist who prepared the geology report. There is
no guarantee that exploitable mineralization will be found, the quantity or type
of minerals if they are found and the extraction process that will be required.
We are also unable to assure you we will be able to raise the additional funding
to proceed with any subsequent work on the claim if mineralization is found.

ACQUISITION OF THE MINERAL CLAIM

On June 26, 2008 we entered into a Mineral Property Purchase Agreement with T.L.
Sadlier-Brown which grants to Lake Forest Minerals the sole and exclusive right,
privilege and option to explore the Vin mineral claim together with the sole and
exclusive right, privilege and option to purchase the claims upon the following
terms and conditions:

     1.   Lake Forest Minerals will have the sole and exclusive right and option
          to acquire an undivided 100% right, title and interest in and to the
          Property free and clear of all charges, encumbrances and claims save
          and except for the obligation to pay a Royalty for 2% net smelter
          returns to T.L. Sadlier-Brown in the event the Property achieves
          commercial production.

     2.   In order to maintain the Option in good standing and exercise the
          Option in full the Purchaser shall, subject to regulatory approval:

          (a)  $2,500 by June 30, 2008 (paid);
          (b)  an additional $5,000 by August 15, 2009 (paid August 12, 2009);
               and
          (c)  an additional $7,500 by June 30, 2010.

REQUIREMENTS OR CONDITIONS FOR RETENTION OF TITLE

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM").

LOCATION, ACCESS, CLIMATE, LOCAL RESOURCES & INFRASTRUCTURE

The Vin Claim straddles the northeast-trending valley of Vinson Lake about 40 km
north of the town of Princeton or 45 km southeast of the town of Merritt. Both
communities are supply and service centers for the southern interior of B.C. The
claim is centered approximately at UTM coordinates 0685000E, 5520000N in an
incised plateau area of moderate relief between elevations of about 4,600 and
5,250 feet above sea level.

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<PAGE>
The region is largely mantled in glacial overburden consisting of till, clay and
silt with local areas of gravel and regolith. Bedrock exposures appear to be
confined, for the most part, to higher elevations and steep slopes but are
sufficiently abundant to permit reconnaissance scale geological mapping. The
area is forested mainly by dense stands of pine and minor deciduous groves
consisting of birch and poplar. The coniferous forest has been extensively
harvested and logging is ongoing in the area.

The claim area is drained by several small tributaries to Vinson and Dillard
Creeks which flow westerly contributing to Summers Creek at the south end of
Missezula Lake. Summers Creek is a tributary of Alison Creek and, ultimately,
the Similkameen, Okanagan and Columbia Rivers.

The property lies within the Interior Plateau climate zone, a region where mean
temperatures range between 5(Degree) to 23(Degree) in the winter and from
68(Degree) to 86(Degree) during the summer months. Total monthly precipitation
varies from a low of less than 1 inch during March, the driest month, to over 2
inches in July. Snow may be expected from October through March with between 16
and 20 inches occurring in each of December and January.

Access from Merritt is east via Highway 97C to the Loon Lake turnoff, from there
south on well-maintained gravel forest roads to Buck Lake then southerly about 2
miles to the property at Vinson Lake. From Princeton the site is accessed via
Route 5A north to about 31 miles to the Missezula Lake turnoff then easterly
about 12 miles to the Buck Lake and Vinson Lake areas. The property is traversed
by two forest roads and is partly clear-cut.




                      [MAP SHOWING THE PROPERTY LOCATION]




                                       6
<PAGE>




                        [MAP SHOWING THE CLAIM LOCATION]



HISTORY

The general area was first prospected during the late 1800s at which time a
number of copper and gold occurrences were discovered in the nearby Aspen Grove,
Princeton and Tulameen areas. Among these were the Copper Mountain deposits
which became the Granby and later Similco Mines south of Princeton and the
gold-platinum placers in the Tulameen area. Placer gold was also mined from
Siwash and Shrimpton Creeks which lie respectively 2 miles east and 4 miles
north of the Vin Claim.

In 1986 a high-grade gold-quartz occurrence was discovered near Siwash Lake 6
miles northeast of the Vin Claim during a geochemical and conventional
prospecting program carried out on behalf of Fairfield Minerals. This deposit
became the Siwash Mine (now called the Elk Mine) which was placed into
production by Fairfield in 1992 and, during the 1990s, produced 51,750 ounces of
gold from a small open pit. Its discovery resulted in a substantial amount of
exploration work - including that done in the Vinson Lake area - and the staking
of a large number of mineral claims in the area during the early and mid 1990s.
In 2001 Fairfield amalgamated with Almaden Resources Corp. to form Almaden
Minerals Ltd., the current owner of the Elk Mine. According to Alamaden's
February 2007 news release, the reported measured, indicated and inferred
reserves at the Elk Mine total 1.94 million tons containing 473,000 ounces of
gold. Exploration work on the mine property is ongoing. Although subsequent
regional exploration work has not identified any additional comparable mineral
occurrences several subtle geochemical anomalies have been found including that
on the Vin Claim.

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<PAGE>
GEOLOGICAL SETTING

REGIONAL GEOLOGY

The Vin property lies in a region characterized by extensive glacial overburden
and, con-sequently, data on the bedrock geology is limited. Available outcrops,
however, suggest that the regional geology is dominated by the upper Triassic
volcanic rocks of the Eastern Belt of the Nicola Group (uTrNE) as depicted in
mapping by the B.C. Geological Survey (BCGS).

PROPERTY GEOLOGY & MINERALIZATION

The only outcrops observed within the claim area consist of exposures of
andesite and dacite on the steep west-facing slope a few hundred yards east of
Vinson Lake and in an area of moderate terrain about half a mile east of the
lake. The rocks are variably grey to green in color and could be termed
greenstones. They are generally fine-grained, locally porphyritic and, in some
instances, exhibit an equigranular intrusive texture suggesting that they may be
dikes or sills. They are considered to represent part of the Eastern Belt of the
Nicola terrain in the area of interest.

The bedrock exposures lie in an area of steep, but not extreme, terrain less
than 100 yards north of a coincident copper and gold soil geochemical anomaly
described by Cormier (1992) that defines the area of interest. The anomalous
area is an elongate feature extending for about 1,300 yards on a bearing of
about 100(Degree) from a point just west of the south end of Vinson Lake and
through the central part of the Vin Claim. It contains a cluster of elevated
soil gold geochemical values ranging up to 76 ppb Au against a background of
<5ppb Au. The coincident copper anomaly is discontinuous but nevertheless
distinct and contains values ranging up to 288 ppm Cu.

The anomalous area parallels the base of a moderate east-west trending slope and
coincides in part with the valley of a small stream. These surface features
suggest the presence of a geological structure such as a fault, lithological
contact or vein - but it is also possible that they are attributable only to the
morphology of the glacial drift that blankets much of the area.

COMPETITION

We do not compete directly with anyone for the exploration or removal of
minerals from our property as we hold all interest and rights to the claim.
Readily available commodities markets exist in the U.S., Canada and around the
world for the sale of gold, copper and other minerals. Therefore, we will likely
be able to sell any minerals that we are able to recover.

We are subject to competition and unforeseen limited sources of supplies in the
industry in the event spot shortages arise for supplies such as dynamite, and
certain equipment such as bulldozers and excavators that we will need to conduct
exploration. If we are unsuccessful in securing the products, equipment and
services we need we may have to suspend our exploration plans until we are able
to do so.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceeding.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

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<PAGE>
COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Canada generally, and in British Columbia specifically.

The initial steps of exploration can be carried out without permitting or
notification to any government body as it is deemed "low-disturbance/low-impact"
by the British Columbia Department of Energy Mines and Petroleum Resources
(BCDM).

With respect to the mechanized trenching or diamond drilling a plan of operation
will need to be filed with the BCDM. This plan will detail the extent, location
and amount of surface disturbance for the trenching and/or drilling. As the
amount of trenching and drilling (initially) will be limited, the permit should
be issued within 30 days. We will be required to obtain a refundable bond in the
amount of $3,000 - $5,000 (depending on the anticipated amount of disturbance).
The bond is to ensure that we reclaim or repair the disturbance caused by the
trenching and drilling. Usually this reclaiming work entails filling in and
smoothing the surface at trenching sites, clean up and removal of any work
material, and seeding native grass/plants at the site of any disturbance.

In the event that trees larger than 6 inches in diameter need to be cut down, a
permit will need to be obtained from the BC Ministry of Forests. This usually
takes less than 30 days to obtain. We will try to adjust the areas we work at
and trench around larger trees (initially) to avoid any disturbance to larger
trees. If the disturbance to larger trees is unavoidable then a permit to cut
will be obtained.

There are nominal costs involved in obtaining the BCDM or Forestry permits (less
than $100.00). The bond required by the BCDM is returned (with interest) upon
proper clean up of the site. There will be costs for the crew and equipment
required to fill in the trenches etc., but as heavy equipment is available
locally, and the amount of disturbance is expected to be minimal, the costs will
be most likely be less than $2,000. (1 day - crew & equipment)

All claims staked in British Columbia require $4 per hectare worth of assessment
work to be undertaken in year 1 through 3, followed by $8 per hectare per year
thereafter. In order to retain title to the property exploration work costs must
be recorded and filed with the British Columbia Department of Energy Mines and
Petroleum Resources ("BCDM"). The BCDM charges a filing fee, equal to 10% of the
value of the work recorded, to record the work.

PATENTS, TRADEMARKS, FRANCHISES, ROYALTY AGREEMENTS OR LABOR CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any copyright, trademark or patent applications on an
ongoing basis.

NEED FOR GOVERNMENT APPROVAL OF PRODUCTS OR SERVICES

We are not required to apply for or have any government approval for our
products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

We have not expended funds for research and development costs since inception.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

Our only employee is our sole officer, Jeffrey Taylor. Mr. Taylor currently
devotes 10 hours per week to company matters and after receiving funding he

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plans to devote as much time as the board of directors determines is necessary
to manage the affairs of the company. There are no formal employment agreements
between the company and our current employee.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules for
a small business issuer under the Securities Exchange Act. We are subject to
disclosure filing requirements, including filing Form 10-K annually and Form
10-Q quarterly. In addition, we will file Form 8-K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically.

ITEM 1A. RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING KNOWN RISKS AND UNCERTAINTIES IN
ADDITION TO OTHER INFORMATION IN THIS REPORT IN EVALUATING OUR COMPANY. OUR
BUSINESS, OPERATING RESULTS AND FINANCIAL CONDITION COULD BE SERIOUSLY HARMED
DUE TO ANY OF THE FOLLOWING KNOWN RISKS. THE RISKS DESCRIBED BELOW ARE NOT THE
ONLY ONES FACING OUR COMPANY. ADDITIONAL RISKS NOT PRESENTLY KNOWN TO US MAY
ALSO IMPAIR OUR BUSINESS OPERATIONS.

WE ARE AN EXPLORATION STAGE COMPANY AND HAVE ONLY RECENTLY COMMENCED PHASE I
EXPLORATION ACTIVITIES ON OUR CLAIM. WE EXPECT TO INCUR OPERATING LOSSES FOR THE
FORESEEABLE FUTURE.

     We have no way to evaluate the likelihood that our business will be
     successful. We were incorporated on June 23, 2008 and to date have been
     involved primarily in organizational activities and the acquisition of the
     mineral claim through an option agreement with T.L. Sadlier-Brown. We have
     not earned any revenues as of the date of this annual report. 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. Prior to completion of our
     exploration stage, we anticipate that we will incur increased operating
     expenses without realizing any revenues. We expect to incur significant
     losses into the foreseeable future. We recognize that if we are unable to
     generate significant revenues from development of the Vin mineral property
     and the production of minerals from the claim, 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 it is
     doubtful 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.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

     Our director has no professional training or technical credentials in the
     field of geology and specifically in the areas of exploring, developing and
     operating a mine. As a result, we may not be able to recognize and take
     advantage of potential acquisition and exploration opportunities in the

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<PAGE>
     sector without the aid of qualified geological consultants. Management's
     decisions and choices may not take into account standard engineering or
     managerial approaches mineral exploration companies commonly use.
     Consequently our operations, earnings and ultimate financial success may
     suffer irreparable harm as a result.

  WE WILL BE SUBJECT TO COMPETITION FOR SUBCONTRACTORS TO CARRY OUT OUR
  EXPLORATION PROGRAM AND UNFORESEEN LIMITED SOURCES OF SUPPLIES IN THE INDUSTRY
  IN THE EVENT SPOT SHORTAGES ARISE FOR SUPPLIES SUCH AS DYNAMITE, AND CERTAIN
  EQUIPMENT SUCH AS BULLDOZERS AND EXCAVATORS THAT WE WILL NEED TO CONDUCT
  EXPLORATION.

     If we are unsuccessful in securing the products, equipment and services we
     need we may have to suspend our exploration plans until we are able to do
     so.

OUR INDEPENDENT AUDITOR HAS ISSUED AN AUDIT OPINION FOR LAKE FOREST MINERALS
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.

     As described in Note 1 of the financial statements included in this annual
     report, our limited exploration stage and our lack of any guaranteed
     sources of future capital create substantial doubt as to our ability to
     continue as a going concern. If our business plan does not work, we could
     remain as a start-up company with limited operations and revenues.

THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY KNOWN BODIES OF GOLD OR
COPPER RESULTING IN ANY FUNDS SPENT ON EXPLORATION BEING LOST.

     There is the likelihood of our mineral claim containing little or no
     economic mineralization or reserves of gold, copper or other minerals. We
     have a geological report detailing previous exploration in the area.
     However; there is the possibility that the previous work was not carried
     out properly and the Vin property does not contain any reserves, resulting
     in any funds spent by us on exploration being lost.

IF WE DISCOVER COMMERCIAL RESERVES OF GOLD, COPPER OR OTHER MINERALS ON OUR
MINERAL PROPERTY, WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO
SUCCESSFULLY ADVANCE THE MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.

     If our exploration program is successful in establishing ore of commercial
     tonnage and grade, we will require additional funds in order to advance the
     claim into commercial production. Obtaining additional financing would be
     subject to a number of factors, including the market price for the
     minerals, investor acceptance of our claims 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. We
     may be unable to obtain any such funds, or to obtain such funds on terms
     that we consider economically feasible.

GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.

     There are several governmental regulations that materially restrict mineral
     claim exploration and development. Under Canadian mining law, engaging in
     certain types of exploration requires work permits, the posting of bonds,
     and the performance of remediation work for any physical disturbance to the
     land. While these current laws will not affect our initial exploration
     phase, if we identify exploitable minerals and proceed to phase two which

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     includes drilling operations on the Vin mineral property, we will incur
     regulatory compliance costs based upon the size and scope of our
     operations. In addition, new regulations could increase our costs of doing
     business and prevent us from exploring for and the exploitation of ore
     deposits. 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.

IF ACCESS TO OUR MINERAL CLAIM IS RESTRICTED BY INCLEMENT WEATHER, WE MAY BE
DELAYED IN OUR EXPLORATION AND ANY FUTURE MINING EFFORTS.

     It is possible that snow or rain could cause the mining roads providing
     access to our claim to become impassable. Annual precipitation is
     approximately 10 inches of rain per year and about 16 to 20 inches of snow
     which falls October through March. If the roads are impassable we would be
     delayed in our exploration timetable.

BASED ON CONSUMER DEMAND, THE GROWTH AND DEMAND FOR ANY ORE WE MAY RECOVER FROM
OUR CLAIMS MAY BE SLOWED, RESULTING IN REDUCED REVENUES TO THE COMPANY.

     Our continued success will be dependent on the growth of demand for ore. If
     consumer demand slows our revenues may be significantly affected. This
     could limit our ability to generate revenues and our financial condition
     and operating results may be harmed.

THE LOSS OF THE SERVICES OF JEFFREY TAYLOR COULD SEVERELY IMPACT OUR BUSINESS
OPERATIONS AND FUTURE DEVELOPMENT.

     Our performance is substantially dependent upon the professional expertise
     of our officer Jeffrey Taylor. The loss of his services could have an
     adverse effect on our business operations, financial condition and
     operating results if we are unable to replace him with other individuals
     qualified to develop our exploration business. This could result in a loss
     of revenues.

BECAUSE OUR CURRENT OFFICER HAS OTHER BUSINESS INTERESTS, THEY MAY NOT BE ABLE
OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS OPERATIONS,
CAUSING OUR BUSINESS TO FAIL.

     Jeffrey Taylor currently devotes approximately 10 hours per week providing
     management services to us. While he presently possesses adequate time to
     attend to our interests, it is possible that the demands on him from his
     other obligations could increase, with the result that he would no longer
     be able to devote sufficient time to the management of our business. This
     could negatively impact our business development.

THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."

     Our shares are defined as a penny stock under the Securities and Exchange
     Act of 1934, and rules of the Commission. The Exchange Act and such penny
     stock rules generally impose additional sales practice and disclosure
     requirements on broker-dealers who sell our securities to persons other
     than certain accredited investors who are, generally, institutions with
     assets in excess of $5,000,000 or individuals with net worth in excess of
     $1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
     spouse), or in transactions not recommended by the broker-dealer. For
     transactions covered by the penny stock rules, a broker-dealer must make a

                                       12
<PAGE>
     suitability determination for each purchaser and receive the purchaser's
     written agreement prior to the sale. In addition, the broker-dealer must
     make certain mandated disclosures in penny stock transactions, including
     the actual sale or purchase price and actual bid and offer quotations, the
     compensation to be received by the broker-dealer and certain associated
     persons, and deliver certain disclosures required by the Commission.
     Consequently, the penny stock rules may make it difficult for you to resell
     any shares.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE.
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.

     Our shares are quoted on the OTC Electronic Bulletin Board. To be eligible
     for quotation, issuers must remain current in their filings with the SEC.
     In order for us to remain in compliance we will require future revenues to
     cover the cost of these filings, which could comprise a substantial portion
     of our available cash resources.

JEFFREY TAYLOR, THE DIRECTOR AND OFFICER OF THE COMPANY, BENEFICIALLY OWNS 72%
OF THE OUTSTANDING SHARES OF OUR COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES
IN THE FUTURE, IT MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

     Due to the controlling amount of Mr. Taylor's share ownership in our
     company, if he chooses to sell his shares in the public market, the market
     price of our stock could decrease and all shareholders suffer a dilution of
     the value of their stock. If he does sell any of his common stock, he will
     be subject to Rule 144 under the 1933 Securities Act. Rule 144 restricts
     the ability of our director or officer to sell his shares by limiting the
     sales of securities during any three-month period to the greater of: (1) 1%
     of the outstanding common stock of the issuer; or (2) the average weekly
     reported trading volume in the outstanding common stock reported on all
     securities exchanges during the four calendar weeks preceding the filing of
     the required notice of the sale under Rule 144 with the SEC.

JEFFREY TAYLOR CONTROLS AND MAKES CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE
THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.

     Due to the controlling amount of his share ownership in our company Mr.
     Taylor has a significant influence in determining the outcome of all
     corporate transactions, including the power to prevent or cause a change in
     control. His interests may differ from the interests of the other
     stockholders and thus result in corporate decisions that are
     disadvantageous to other shareholders.

ITEM 2. PROPERTIES

We do not currently own any property. The company's corporate documents are
stored at the home of our president for no charge. The telephone number is
(206) 203-4100. The mailing address for the company is 711 S. Carson Street,
Suite 4, Carson City, NV 89701. This is the address of our resident agent in
Nevada. Due to the company's limited capital resources and the nature of its
business we determined this was the best arrangement for the company. Management
believes the current arrangement is sufficient for its needs at this time.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

                                       13
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended June 30, 2009.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our shares are quoted on the Over-the-Counter Electronic Bulletin Board (OTCBB)
under the symbol "LAKF". The OTCBB is a regulated quotation service that
displays real-time quotes, last sale prices and volume information in
over-the-counter securities. The OTCBB is not an issuer listing service, market
or exchange. Although the OTCBB does not have any listing requirements per se,
to be eligible for quotation on the OTCBB issuers must remain current in their
filings with the SEC or applicable regulatory authority. Securities quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that we will continue to have the funds
required to remain in compliance with our reporting obligations.

There has been no active trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this report Lake Forest Minerals had
21shareholders of record. We have paid no cash dividends and have no outstanding
options.

PENNY STOCK RULES

The Securities and Exchange Commission has also adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).

A purchaser is purchasing penny stock which limits the ability to sell the
stock. Our shares constitute penny stock under the Securities and Exchange Act.
The shares will remain penny stocks for the foreseeable future. The
classification of penny stock makes it more difficult for a broker-dealer to
sell the stock into a secondary market, which makes it more difficult for a
purchaser to liquidate his/her investment. Any broker-dealer engaged by the
purchaser for the purpose of selling his or her shares in us will be subject to
Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than
creating a need to comply with those rules, some broker-dealers will refuse to
attempt to sell penny stock.

The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:

     -    contains a description of the nature and level of risk in the market
          for penny stock in both public offerings and secondary trading;

                                       14
<PAGE>
     -    contains a description of the broker's or dealer's duties to the
          customer and of the rights and remedies available to the customer with
          respect to a violation of such duties or other requirements of the
          Securities Act of 1934, as amended;

     -    contains a brief, clear, narrative description of a dealer market,
          including "bid" and "ask" price for the penny stock and the
          significance of the spread between the bid and ask price;

     -    contains a toll-free telephone number for inquiries on disciplinary
          actions;

     -    defines significant terms in the disclosure document or in the conduct
          of trading penny stocks; and

     -    contains such other information and is in such form (including
          language, type, size and format) as the Securities and Exchange
          Commission shall require by rule or regulation;

The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:

     -    the bid and offer quotations for the penny stock;

     -    the compensation of the broker-dealer and its salesperson in the
          transaction;

     -    the number of shares to which such bid and ask prices apply, or other
          comparable information relating to the depth and liquidity of the
          market for such stock; and

     -    monthly account statements showing the market value of each penny
          stock held in the customer's account.

In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those 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 acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.

REPORTS

We are subject to certain filing requirements and will furnish annual financial
reports to our stockholders, certified by our independent accountant, and will
furnish un-audited quarterly financial reports in our quarterly reports filed
electronically with the SEC. All reports and information filed by us can be
found at the SEC website, www.sec.gov.

TRANSFER AGENT

The company has retained Holladay Stock Transfer, Inc. of 2939 North 67th Place,
Suite C, Scottsdale, Arizona as transfer agent.

                                       15
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We are still in our exploration stage and have not generated any revenue.

We incurred operating expenses of $20,013 and $5,950 for the years ended June
30, 2009 and 2008, respectively. For the year ended June 30, 2009 these expenses
consisted of $4,276 in general operating expenses, $10,737 in professional fees
incurred in connection with the day to day operation of our business and the
preparation and filing of our periodic reports and $5,000 in mineral exploration
expenses. For the year ended June 30, 2008 these expenses included $3,450 in
general operating expenses and $2,500 in the impairment of mineral property.

Our net loss from inception (June 23, 2008) through June 30, 2009 was $26,252.

Our auditors expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at June 30, 2009 was $19,637 with $3,889 in current
liabilities. We have sold $42,000 in equity securities since inception, $12,000
from the sale of 8,000,000 shares of stock to our officer and director and
$30,000 from the sale of 3,000,000 shares registered pursuant to our S-1
Registration Statement which became effective on August 18, 2008. The offering
was completed on September 11, 2008.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

YEAR END - The Company's year end is June 30.

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

INCOME TAXES - The Company accounts for its income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, which requires
recognition of deferred tax assets and liabilities for future tax consequences
attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax basis and tax credit
carry forwards. Deferred tax assets and liabilities are measured using enacted
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized in
operations in the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used
for future years. The Company has recorded a valuation allowance for the full
potential tax benefit of the operating loss carryovers due to the uncertainty
regarding realization.

                                       16
<PAGE>
NET LOSS PER COMMON SHARE - The Company computes net loss per share in
accordance with SFAS No. 128, Earnings per Share ("SFAS 128") and SEC Staff
Accounting Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing the net loss available to
common stockholders for the period by the weighted average number of shares of
common stock outstanding during the period. The calculation of diluted net loss
per share gives effect to common stock equivalents; however, potential common
shares are excluded if their effect is anti-dilutive. For the period from June
23, 2008 (Date of Inception) through June 30, 2009, the Company had no
potentially dilutive securities.

STOCK-BASED COMPENSATION - The Company has not adopted a stock option plan and
has not granted any stock options. Accordingly no stock-based compensation has
been recorded to date.

LONG-LIVED ASSETS - In accordance with Financial Accounting Standards Board
("FASB") SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets", the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest impairment. The Company recognizes impairment when the sum of the
expected undiscounted future cash flows is less than the carrying amount of the
asset. Impairment losses, if any, are measured as the excess of the carrying
amount of the asset over its estimated fair value.

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception on June 23, 2008 and has not yet realized any revenues from its
planned operations, being the acquisition and exploration of mining properties.
Mineral property exploration costs are expensed as incurred. Mineral property
acquisition costs are initially capitalized when incurred using the guidance in
EITF 04-02, "Whether Mineral Rights Are Tangible or Intangible Assets". The
Company assesses the carrying costs for impairment under SFAS No. 144,
"Accounting for Impairment or Disposal of Long Lived Assets" at each fiscal
quarter end. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property, are capitalized. Such costs
will be amortized using the units-of-production method over the estimated life
of the probable reserve. If mineral properties are subsequently abandoned or
impaired, any capitalized costs will be charged to operations.

RECENT ACCOUNTING PRONOUNCEMENTS - In March 2008, the FASB issued SFAS No.
161,"Disclosures About Derivative Instruments and Hedging Activities - an
amendment of FASB Statement No. 133," (SFAS "161") as amended and interpreted,
which requires enhanced disclosures about an entity's derivative and hedging
activities and thereby improves the transparency of financial reporting.
Disclosing the fair values of derivative instruments and their gains and losses
in a tabular format provides a more complete picture of the location in an
entity's financial statements of both the derivative positions existing at
period end and the effect of using derivatives during the reporting period.
Entities are required to provide enhanced disclosures about (a) how and why an
entity uses derivative instruments, (b) how derivative instruments and related
hedged items are accounted for under Statement 133 and its related
interpretations, and (c) how derivative instruments and related hedged items
affect an entity's financial position, financial performance, and cash flows.
SFAS No. 161 is effective for financial statements issued for fiscal years and
interim periods beginning after November 15, 2008. Early adoption is permitted.
The Company is currently evaluating the impact that FAS 161 will have on our
financial statements.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS
No.163, "Accounting for Financial Guarantee Insurance Contracts - An
interpretation of FASB Statement No. 60". SFAS 163 requires that an insurance
enterprise recognize a claim liability prior to an event of default when there
is evidence that credit deterioration has occurred in an insured financial
obligation. It also clarifies how Statement 60 applies to financial guarantee
insurance contracts, including the recognition and measurement to be used to

                                       17
<PAGE>
account for premium revenue and claim liabilities, and requires expanded
disclosures about financial guarantee insurance contracts. It is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
except for some disclosures about the insurance enterprise's risk-management
activities. SFAS 163 requires that disclosures about the risk-management
activities of the insurance enterprise be effective for the first period
beginning after issuance. Except for those disclosures, earlier application is
not permitted. The adoption of this statement is not expected to have a material
effect on the Company's future reported financial position or results of
operations.

In February 2007, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve financial reporting by providing entities with the opportunity to
mitigate volatility in reported earnings caused by measuring related assets and
liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value
measurement, which is consistent with the Board's long-term measurement
objectives for accounting for financial instruments. This statement is effective
as of the beginning of the Company's first fiscal year that begins after
November 15, 2007, although earlier adoption is permitted. As of June 30, 2009,
the Company has not adopted this statement and management has not determined the
effect that adopting this statement would have on the Company's financial
position or results of operations

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interest in
Consolidated Financial Statements, an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the accounting and reporting for minority interests, which
will be recharacterized as noncontrolling interests and classified as a
component of equity within the consolidated balance sheets. SFAS No. 160 is
effective as of the beginning of an entity's first fiscal year beginning on or
after December 15, 2008. Earlier adoption is prohibited. Management has not
determined the effect that adopting this statement would have on the Company's
financial position or results of operations.

In December 2007, the FASB issued SFAS No. 141 (Revised 2007), Business
Combinations ("SFAS No. 141R"). SFAS No. 141R will change the accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the acquisition-date fair value with limited exceptions. SFAS No. 141R will
change the accounting treatment and disclosure for certain specific items in a
business combination. SFAS No. 141R applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
entity's first annual reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed following existing GAAP. Management has
not determined the effect that adopting this statement would have on the
Company's financial position or results of operations.

PLAN OF OPERATION

Our plan of operation for the twelve months is to complete the first phase of
the exploration program. In addition to the $15,000 we anticipated spending for
the first phase of the exploration program as outlined below in the original
work program, we anticipate spending an additional $15,000 on professional fees,
including fees payable in connection with complying with reporting obligations,
and general administrative costs. Total expenditures over the next 12 months are
therefore expected to be approximately $30,000.

The following original work program has been recommended by the consulting
geologist who prepared the geology report.

                                       18
<PAGE>

<TABLE>
<CAPTION>
<S>                                                                             <C>        <C>
PHASE I
Soil sampling survey: ~ 3 line km                                                5,000
Geochemical analyses: 34 element ICP + Au FA & AA; ~400 samples @ $22            6,000
Camp costs; mobilization & demobilization                                        2,500
Data evaluation, interpretation and report preparation                           1,500
                                                                                ------
     Sub-total                                                                  15,000     15,000

PHASE II
Provision for geophysical surveys                                               35,000
Provision for detailed mapping, trenching & rock sampling and assays            10,000
Data evaluation, interpretation and report preparation                           5,000
                                                                                 5,000
                                                                                ------
     Sub-total                                                                  55,000     55,000
                                                                                ------     ------
     GRAND TOTAL                                                                           70,000
                                                                                           ======
</TABLE>

Phase II is contingent upon favorable results from phase I.

The Company advanced T.L. Sadlier-Brown $5,000, on October 30, 2008, as an
advance to commence work on Phase I of the exploration program. Preliminary work
has commenced on the property claims as per Phase I of the exploration program.
Subject to weather conditions and the availability of the appropriate
contractors, we plan to continue with Phase I of the exploration program on the
property claim in the Fall 2009.

The above program costs are management's estimates based upon the
recommendations of the professional consulting geologist's report and the actual
project costs may exceed our estimates.

Under the terms of the Option Agreement, the Company paid $2,500 by June 30,
2008 and in order to maintain the option, is required to pay a further $5,000 by
June 30, 2009 and an additional $7,500 by June 30, 2010. The second option
payment of $5,000 originally due by June 30, 2009 under the Agreement, has been
postponed to August 15, 2009 by verbal agreement between T.L Sadlier-Brown and
the Company. On August 12, 2009 the second option payment of $5,000 was paid to
T.L Sadlier-Brown. Upon completion of the required payments, which may be
accelerated at the Company's option, the Company will own an undivided 100%
interest in the VIN Mineral Claim subject to a 2% net smelter returns royalty
reserved in favour of the Optionor.

Following phase I of the exploration program, if it proves successful in
identifying mineral deposits, we intend to proceed with phase II of our
exploration program if we are able to raise the necessary funds. The estimated
cost of this program is $55,000 and will take approximately 3 weeks to complete
and an additional two to three months for the consulting geologist to receive
the results from the assay lab and prepare his report.

We have a verbal agreement with T.L. Sadlier-Brown, the consulting geologist who
prepared the geology report on our claim, to continue to retain his services for
our planned phase I exploration program. We cannot provide investors with any
assurance that we will be able to raise sufficient funds to proceed with any
work after the exploration program if we find mineralization.

OFF-BALANCE SHEET ARRANGEMENTS

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

                                       19
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

SEALE AND BEERS, CPAs
PCAOB & CPAB REGISTERED AUDITORS
www.sealebeers.com


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Lake Forest Minerals, Inc.
(An Exploration Stage Company)

We have audited the accompanying  balance sheets of Lake Forest  Minerals,  Inc.
(An  Exploration  Stage  Company) as of June 30, 2009 and 2008,  and the related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended June 30,  2009,  2008 and since  inception  on June 23, 2008 through
June  30,  2009.  These  financial  statements  are  the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Lake Forest Minerals,  Inc. (An
Exploration  Stage  Company)  as of June 30,  2009  and  2008,  and the  related
statements of operations,  stockholders' equity (deficit) and cash flows for the
years ended June 30,  2009,  2008 and since  inception  on June 23, 2008 through
June 30, 2009, in conformity with accounting  principles  generally  accepted in
the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial  statements,  the Company has had net losses of approximately  $19,623
since inception, which raises substantial doubt about its ability to continue as
a going concern.  Management's plans concerning these matters are also described
in Note 1. The financial  statements do not include any  adjustments  that might
result from the outcome of this uncertainty.



/s/ Seale and Beers, CPAs
--------------------------------
Seale and Beers, CPAs
Las Vegas, Nevada
September 21, 2009



 6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7492 Fax (702) 253-7501

                                       20
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                                  Balance Sheet
                           (Expressed in U.S. Dollars)
                                    (Audited)

<TABLE>
<CAPTION>
                                                            June 30,           June 30,
                                                              2009               2008
                                                            --------           --------
<S>                                                         <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                      $ 19,637           $  6,050
                                                            --------           --------
      Total Current Assets                                    19,637              6,050
                                                            --------           --------

      Total  Assets                                         $ 19,637           $  6,050
                                                            ========           ========

                                  LIABILITIES

CURRENT LIABILITIES
                                                               3,889                289
                                                            --------           --------
      Total Current Liabilities                                3,889                289
                                                            --------           --------

                              STOCKHOLDERS' EQUITY

Common Stock
  75,000,000 authorized shares, par value $0.001
   11,000,000 shares issued and outstanding                   11,000              8,000
  Additional Paid-in-Capital                                  31,000              4,000
  Deficit accumulated during exploration stage               (26,252)            (6,239)
                                                            --------           --------
      Total Stockholders' Equity                              15,748              5,761
                                                            --------           --------

      Total Liabilities and Stockholders' Equity            $ 19,637           $  6,050
                                                            ========           ========
</TABLE>


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

                                       21
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                             Statement of Operations
                           (Expressed in U.S. Dollars)
                                   (Audited)

<TABLE>
<CAPTION>
                                                                          Period from            Period from
                                                                         June 23, 2008          June 23, 2008
                                                        For the       (Date of inception)    (Date of inception)
                                                      Year Ended           through                through
                                                       June 30,            June 30,               June 30,
                                                         2009                2008                   2009
                                                     ------------        ------------           ------------
<S>                                                  <C>                 <C>                    <C>
REVENUES:
  Revenues                                           $         --        $         --           $         --
                                                     ------------        ------------           ------------
      Total Revenues                                           --                  --                     --

EXPENSES:
  Operating Expenses
    Exploration expenses                                    5,000                  --                  5,000
    Impairment of mineral property                             --               2,500                  2,500
    General and Adminstrative                               4,276                 100                  4,376
    Professional Fees                                      10,737               3,639                 14,376
                                                     ------------        ------------           ------------
      Total Expenses                                       20,013               6,236                 26,252
                                                     ------------        ------------           ------------

      Net loss from Operations                            (20,013)             (6,239)               (26,252)

PROVISION FOR INCOME TAXES:
  Income Tax Benefit                                           --                  --                     --
                                                     ------------        ------------           ------------

      Net Income (Loss) for the period               $    (20,013)       $     (6,239)          $    (26,252)
                                                     ============        ============           ============

Basic and Diluted Earnings Per Common Share                 (0.00)              (0.00)                 (0.00)
                                                     ------------        ------------           ------------

Weighted Average number of Common Shares
 used in per share calculations                        10,408,219           4,571,429             10,495,890
                                                     ============        ============           ============
</TABLE>


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

                                       22
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Statement of Stockholders' Equity
         For the period from June 23, 2008 (inception) to June 30, 2009
                           (Expressed in U.S. Dollars)
                                    (Audited)

<TABLE>
<CAPTION>
                                                                $0.001      Paid-In     Accumulated    Stockholders'
                                                 Shares       Par Value     Capital       Deficit         Equity
                                                 ------       ---------     -------       -------         ------
<S>                                              <C>          <C>          <C>             <C>           <C>
Balance, June 23, 2008 (Date of Inception)             --      $    --      $    --      $     --        $     --

Stock Issued for cash at $0.0015 per share
 on June 26, 2008                               8,000,000        8,000        4,000            --          12,000

Net Loss for the Period (Audited)                      --           --           --        (6,239)         (6,239)
                                               ----------      -------      -------      --------        --------

Balance, June 30, 2008                          8,000,000        8,000        4,000        (6,239)          5,761

Stock Issued for cash at $0.01 per share
 on September 11, 2008                          3,000,000        3,000       27,000            --          30,000

Net Loss for the Year (Audited)                        --           --           --       (20,013)        (20,013)
                                               ----------      -------      -------      --------        --------

Balance, June 30, 2009                         11,000,000      $11,000      $31,000      $(26,252)       $ 15,748
                                               ==========      =======      =======      ========        ========
</TABLE>


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

                                       23
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                             Statement of Cash Flows
                           (Expressed in U.S. Dollars)
                                    (Audited)

<TABLE>
<CAPTION>
                                                                        Period from            Period from
                                                                       June 23, 2008          June 23, 2008
                                                      For the       (Date of inception)    (Date of inception)
                                                    Year Ended           through                through
                                                     June 30,            June 30,               June 30,
                                                       2009                2008                   2009
                                                     --------            --------               --------
<S>                                                  <C>                 <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net Loss                                           $(20,013)           $ (6,239)              $(26,252)
  Adjustments to reconcile net loss to net
   cash used in operating activities:
     Accounts payable                                   3,600                 289                  3,889
     Impairment of mineral property                        --               2,500                  2,500
                                                     --------            --------               --------
Net Cash Provided from Operating Activities           (16,413)             (3,450)               (19,863)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Mineral property option payment                          --              (2,500)                (2,500)
                                                     --------            --------               --------
Net Cash Used in Investing Activities                      --              (2,500)                (2,500)
                                                     --------            --------               --------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Common Stock issued for cash                         30,000              12,000                 42,000
                                                     --------            --------               --------
Net Cash Provided from Financing Activities            30,000              12,000                 42,000
                                                     --------            --------               --------

Net Increase (Decrease) in Cash                        13,587               6,050                 19,637
                                                     --------            --------               --------

Cash Balance, Beginning of Period                       6,050                  --                     --
                                                     --------            --------               --------

Cash Balance, End of Period                          $ 19,637            $  6,050               $ 19,637
                                                     ========            ========               ========
</TABLE>


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

                                       24
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES

DESCRIPTION  OF  BUSINESS  AND  HISTORY - Lake Forest  Minerals  Inc.,  a Nevada
corporation,   (hereinafter  referred  to  as  the  "Company"  or  "Lake  Forest
Minerals") was incorporated in the State of Nevada on June 23, 2008. The Company
was formed to engage in the acquisition,  exploration and development of natural
resource  properties of merit.  During the initial  period ending June 30, 2008,
the Company  entered into an option  agreement to acquire certain mineral claims
located in British Columbia (refer to Note 3).

The Company's operations have been limited to general administrative operations,
initial  property  staking and  investigation,  and is considered an Exploration
Stage Company in accordance with Statement of Financial Accounting Standards No.
7.

The  Company  will review and further  develop  the  accounting  policies as the
business plan is implemented.

The Company completed a prospectus  offering on September 11, 2008, of 3,000,000
shares  of the  Company's  common  stock at a price of $0.01 per share for gross
proceeds of $30,000.

MANAGEMENT OF COMPANY - The Company filed its articles of incorporation with the
Nevada  Secretary  of State on June 23,  2008,  indicating  Sandra L.  Miller on
behalf of Resident Agents of Nevada, Inc. as the sole incorporator.  The initial
list of  officers  filed with the Nevada  Secretary  of State on June 23,  2008,
indicates the sole director  Jeffrey  Taylor as the  President,  Secretary,  and
Treasurer.

GOING CONCERN - The Company has incurred net losses of approximately $26,252 for
the period from June 23, 2008 (Date of Inception)  through June 30, 2009 and has
commenced  limited  operations,  raising  substantial  doubt about the Company's
ability to continue as a going concern. The Company will seek additional sources
of capital through the issuance of debt or equity financing, but there can be no
assurance the Company will be successful in accomplishing its objectives.

The  ability of the  Company to  continue  as a going  concern is  dependent  on
additional  sources  of  capital  and the  success of the  Company's  plan.  The
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

YEAR END - The Company's year end is June 30.

                                       25
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

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

INCOME  TAXES - The Company  accounts for its income  taxes in  accordance  with
Statement of Financial  Accounting  Standards  ("SFAS") No. 109,  which requires
recognition of deferred tax assets and liabilities  for future tax  consequences
attributable to differences  between the financial statement carrying amounts of
existing assets and  liabilities  and their  respective tax basis and tax credit
carry  forwards.  Deferred tax assets and liabilities are measured using enacted
tax rates  expected  to apply to  taxable  income  in the  years in which  those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
operations in the period that includes the enactment date.

Management feels the Company will have a net operating loss carryover to be used
for future  years.  The Company has recorded a valuation  allowance for the full
potential tax benefit of the operating loss  carryovers  due to the  uncertainty
regarding realization.

NET  LOSS  PER  COMMON  SHARE - The  Company  computes  net  loss  per  share in
accordance  with SFAS No. 128,  Earnings  per Share  ("SFAS  128") and SEC Staff
Accounting  Bulletin No. 98 ("SAB 98"). Under the provisions of SFAS 128 and SAB
98, basic net loss per share is computed by dividing  the net loss  available to
common  stockholders  for the period by the weighted average number of shares of
common stock outstanding  during the period. The calculation of diluted net loss
per share gives effect to common stock  equivalents;  however,  potential common
shares are excluded if their effect is  anti-dilutive.  For the period from June
23,  2008  (Date  of  Inception)  through  June 30,  2009,  the  Company  had no
potentially dilutive securities.

STOCK-BASED  COMPENSATION  - The Company has not adopted a stock option plan and
has not granted any stock options.  Accordingly no stock-based  compensation has
been recorded to date.

LONG-LIVED  ASSETS - In accordance  with Financial  Accounting  Standards  Board
("FASB") SFAS No. 144,  "Accounting for the Impairment or Disposal of Long-Lived
Assets",  the carrying value of intangible assets and other long-lived assets is
reviewed on a regular basis for the existence of facts or circumstances that may
suggest  impairment.  The  Company  recognizes  impairment  when  the sum of the
expected  undiscounted future cash flows is less than the carrying amount of the
asset.  Impairment  losses,  if any,  are measured as the excess of the carrying
amount of the asset over its estimated fair value.

                                       26
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

MINERAL PROPERTY COSTS - The Company has been in the exploration stage since its
inception  on June  23,  2008 and has not yet  realized  any  revenues  from its
planned operations,  being the acquisition and exploration of mining properties.
Mineral property  exploration  costs are expensed as incurred.  Mineral property
acquisition costs are initially  capitalized when incurred using the guidance in
EITF 04-02,  "Whether  Mineral  Rights Are Tangible or Intangible  Assets".  The
Company  assesses  the  carrying  costs  for  impairment  under  SFAS  No.  144,
"Accounting  for  Impairment  or Disposal  of Long Lived  Assets" at each fiscal
quarter  end.  When  it has  been  determined  that a  mineral  property  can be
economically developed as a result of establishing proven and probable reserves,
the costs then incurred to develop such property,  are  capitalized.  Such costs
will be amortized using the  units-of-production  method over the estimated life
of the probable  reserve.  If mineral  properties are subsequently  abandoned or
impaired, any capitalized costs will be charged to operations.

RECENT  ACCOUNTING  PRONOUNCEMENTS  - In March  2008,  the FASB  issued SFAS No.
161,"Disclosures  About  Derivative  Instruments  and  Hedging  Activities  - an
amendment of FASB  Statement No. 133," (SFAS "161") as amended and  interpreted,
which requires  enhanced  disclosures  about an entity's  derivative and hedging
activities  and  thereby  improves  the  transparency  of  financial  reporting.
Disclosing the fair values of derivative  instruments and their gains and losses
in a tabular  format  provides a more  complete  picture of the  location  in an
entity's  financial  statements  of both the  derivative  positions  existing at
period end and the effect of using  derivatives  during  the  reporting  period.
Entities are required to provide enhanced  disclosures  about (a) how and why an
entity uses derivative  instruments,  (b) how derivative instruments and related
hedged  items  are   accounted   for  under   Statement   133  and  its  related
interpretations,  and (c) how  derivative  instruments  and related hedged items
affect an entity's financial position,  financial  performance,  and cash flows.
SFAS No. 161 is effective for financial  statements  issued for fiscal years and
interim periods  beginning after November 15, 2008. Early adoption is permitted.
The  Company is  currently  evaluating  the impact that FAS 161 will have on our
financial statements.

In May 2008,  the Financial  Accounting  Standards  Board  ("FASB")  issued SFAS
No.163,   "Accounting  for  Financial   Guarantee   Insurance   Contracts  -  An
interpretation  of FASB  Statement  No. 60". SFAS 163 requires that an insurance
enterprise  recognize a claim  liability prior to an event of default when there
is  evidence  that credit  deterioration  has  occurred in an insured  financial
obligation.  It also  clarifies how Statement 60 applies to financial  guarantee
insurance  contracts,  including the  recognition  and measurement to be used to
account  for  premium  revenue  and claim  liabilities,  and  requires  expanded
disclosures about financial guarantee insurance  contracts.  It is effective for
financial  statements issued for fiscal years beginning after December 15, 2008,
except for some  disclosures  about the insurance  enterprise's  risk-management
activities. SFAS 163

                                       27
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

requires that disclosures about the risk-management  activities of the insurance
enterprise be effective for the first period  beginning after  issuance.  Except
for those  disclosures,  earlier  application is not permitted.  The adoption of
this statement is not expected to have a material effect on the Company's future
reported financial position or results of operations.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159, The Fair Value  Option for  Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115 ("SFAS No. 159").  This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. The objective is to
improve  financial  reporting  by providing  entities  with the  opportunity  to
mitigate  volatility in reported earnings caused by measuring related assets and
liabilities  differently  without  having  to  apply  complex  hedge  accounting
provisions.  This  Statement  is  expected  to  expand  the  use of  fair  value
measurement,   which  is  consistent  with  the  Board's  long-term  measurement
objectives for accounting for financial instruments. This statement is effective
as of the  beginning  of the  Company's  first  fiscal  year that  begins  after
November 15, 2007, although earlier adoption is permitted.  As of June 30, 2009,
the Company has not adopted this statement and management has not determined the
effect  that  adopting  this  statement  would have on the  Company's  financial
position or results of operations

In December  2007,  the FASB issued  SFAS No.  160,  Noncontrolling  Interest in
Consolidated Financial Statements,  an amendment of ARB No. 51 ("SFAS No. 160"),
which will change the  accounting  and reporting for minority  interests,  which
will  be  recharacterized  as  noncontrolling  interests  and  classified  as  a
component of equity  within the  consolidated  balance  sheets.  SFAS No. 160 is
effective as of the beginning of an entity's  first fiscal year  beginning on or
after  December 15, 2008.  Earlier  adoption is  prohibited.  Management has not
determined the effect that adopting this  statement  would have on the Company's
financial position or results of operations.

In  December  2007,  the FASB  issued  SFAS No.  141  (Revised  2007),  Business
Combinations  ("SFAS No.  141R").  SFAS No. 141R will change the  accounting for
business combinations. Under SFAS No. 141R, an acquiring entity will be required
to recognize all the assets acquired and liabilities assumed in a transaction at
the  acquisition-date  fair value with  limited  exceptions.  SFAS No. 141R will
change the accounting  treatment and disclosure for certain  specific items in a
business   combination.   SFAS  No.  141R  applies   prospectively  to  business
combinations  for which the acquisition date is on or after the beginning of the
entity's first annual  reporting period beginning on or after December 15, 2008.
Accordingly, any business combinations completed by the Company prior to January
1, 2009 will be recorded and disclosed

                                       28
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


1.  DESCRIPTION  OF  BUSINESS,  HISTORY  AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
POLICIES (continued)

following existing GAAP.  Management has not determined the effect that adopting
this  statement  would have on the  Company's  financial  position or results of
operations.

2. PROPERTY AND EQUIPMENT

As of June 30, 2009, the Company does not own any property and/or equipment.

3. MINERAL PROPERTY

Effective  June 26, 2008,  the Company  entered into a Mineral  Property  Option
Agreement  (the  "Agreement")  with  T.L.  Sadlier-Brown,  whereby  the  Company
obtained  an option to acquire the VIN Mineral  Claim  located in the  Princeton
Mining Division of British Columbia (the "VIN Mining Claim").

Under the terms of the  Agreement,  the Company paid $2,500 by June 30, 2008 and
in order to maintain the option, is required to pay a further $5,000 by June 30,
2009 and an additional  $7,500 by June 30, 2010.  The second  option  payment of
$5,000  originally due by June 30, 2009 under the Agreement,  has been postponed
to August  15,  2009 by  verbal  agreement  between  T.L  Sadlier-Brown  and the
Company.  Upon completion of the required payments,  which may be accelerated at
the Company's option, the Company will own an undivided 100% interest in the VIN
Mineral Claim subject to a 2% net smelter returns royalty  reserved in favour of
the Optionor.

Prior to completing the payments  required under the Agreement,  the Company has
the right to conduct  exploration and development  activities on the property at
its sole discretion and may, having provided notice to the vendor, terminate the
Agreement and relieve itself from any obligations thereunder.

The cost of the mineral property option was initially  capitalized.  The Company
has recognized an impairment  loss of $2,500,  as it has not yet been determined
whether there are proven or probable reserves on the property.

4. STOCKHOLDER'S EQUITY

The  Company has  75,000,000  shares  authorized  with a par value of $0.001 per
share.

A total of  11,000,000  shares of the  Company's  common stock have been issued,
8,000,000  shares of the  Company's  common  stock to the sole  director  of the
Company  pursuant  to a stock  subscription  agreement  at $0.0015 per share for
total  proceeds of $12,000.  Another  3,000,000  shares of the Company's  common
stock were issued at a price of $0.01 per share for gross proceeds of $30,000.

                                       29
<PAGE>
                            LAKE FOREST MINERALS INC.
                        (An Exploration Stage Enterprise)
                        Notes to the Financial Statements


5. RELATED PARTY TRANSACTIONS

Jeffrey  Taylor,  the sole  officer and director of the Company was not paid for
any  underwriting  services  that he  performed  on behalf of the  Company  with
respect to the Company's recently completed SB-1 prospectus offering.

As of June 30, 2009 there are no other  related party  transactions  between the
Company and any officers other than those mentioned above.

6. STOCK OPTIONS

As of June 30, 2009,  the Company does not have any stock  options  outstanding,
nor  does  it have  any  written  or  verbal  agreements  for  the  issuance  or
distribution of stock options at any point in the future.

7. ADVERTISING COSTS

The  Company's  policy  regarding  advertising  is to expense  advertising  when
incurred.  The Company had not incurred any  advertising  expense as of June 30,
2009.

                                       30
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

On August 10, 2009, Board of Directors of the Registrant dismissed Moore &
Associates Chartered, its independent registered public account firm. On the
same date, August 10, 2009, the accounting firm of Seale and Beers, CPAs was
engaged as the Registrant's new independent registered public account firm. The
Board of Directors of the Registrant and the Registrant's Audit Committee
approved of the dismissal of Moore & Associates Chartered and the engagement of
Seale and Beers, CPAs as its independent auditor. None of the reports of Moore &
Associates Chartered on the Company's financial statements for either of the
past two years or subsequent interim period contained an adverse opinion or
disclaimer of opinion, or was qualified or modified as to uncertainty, audit
scope or accounting principles, except that the Registrant's audited financial
statements contained in its Form 10-K for the fiscal year ended June 30, 2008 a
going concern qualification in the registrant's audited financial statements.

During the registrant's two most recent fiscal years and the subsequent interim
periods thereto, there were no disagreements with Moore and Associates,
Chartered whether or not resolved, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Moore and Associates, Chartered's satisfaction, would
have caused it to make reference to the subject matter of the disagreement in
connection with its report on the registrant's financial statements.

The registrant has requested that Moore and Associates, Chartered furnish it
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the above statements. The letter is attached as Exhibit
16 to the Company's Form 8-K filed on August 10, 2009.

On August 10, 2009, the registrant engaged Seale and Beers, CPAs as its
independent accountant. During the two most recent fiscal years and the interim
periods preceding the engagement, the registrant has not consulted Seale and
Beers, CPAs regarding any of the matters set forth in Item 304(a)(2)(i) or (ii)
of Regulation S-B.

ITEM 9A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer (our
president), we have conducted an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures, as defined in Rules
13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the
end of the period covered by this report. Based on this evaluation, our
principal executive officer and principal financial officer concluded as of the
evaluation date that our disclosure controls and procedures were effective such
that the material information required to be included in our Securities and
Exchange Commission reports is accumulated and communicated to our management,
including our principal executive and financial officer, recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms relating to our company, particularly during
the period when this report was being prepared.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

                                       31
<PAGE>
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect 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 authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our president, management
conducted an evaluation of the effectiveness of our internal control over
financial reporting, as of June 30, 2009, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on our evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the evaluation date due to the factors stated
below.

Management assessed the effectiveness of the Company's internal control over
financial reporting as of evaluation date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee or outside directors on our board
of directors, resulting in ineffective oversight in the establishment and
monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
the Company with accounting and finance responsibilities, (2) increase the
frequency of independent reconciliations of significant accounts which will
mitigate the lack of segregation of duties until there are sufficient personnel
and (3) may consider appointing outside directors and audit committee members in
the future.

Management, including our president, has discussed the material weakness noted
above with our independent registered public accounting firm. Due to the nature
of this material weakness, there is a more than remote likelihood that
misstatements which could be material to the annual or interim financial
statements could occur that would not be prevented or detected.

                                       32
<PAGE>
This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter for our fiscal year ended June 30, 2009
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.

                                       33
<PAGE>
                                    PART III

ITEM 10. DIRECTOR AND EXECUTIVE OFFICER

The officer and director of Lake Forest Minerals, whose one year terms will
expire 6/30/10, or at such a time as his successor(s) shall be elected and
qualified is as follows:

Name & Address           Age    Position      Date First Elected    Term Expires
--------------           ---    --------      ------------------    ------------

Jeffrey Taylor            43    President,          6/24/08            6/30/10
711 S. Carson Street            Secretary,
Suite 4                         Treasurer,
Carson City, NV  89701          CFO, CEO &
                                Director

The foregoing person is a promoter of Lake Forest Minerals Inc., as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933. Directors are elected to serve until the next annual
meeting of stockholders and until their successors have been elected and
qualified. Officers are appointed to serve until the meeting of the board of
directors following the next annual meeting of stockholders and until their
successors have been elected and qualified.

Jeffrey Taylor currently devotes 10 hours per week to company matters, in the
future he intends to devote as much time as the board of directors deems
necessary to manage the affairs of the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.

BACKGROUND INFORMATION

JEFFREY TAYLOR has been the President, Secretary, Treasurer and a Director of
Lake Forest Minerals since June 24, 2008.

From 1995 to present Mr. Taylor has been the owner and operator of Stump
Grinding Northwest, a privately held company located in Washington State.

From 1993 to 1995 he worked as a loan officer for Home Lending Associates and
Eagle Mortgage in Bellevue, Washington.

From 1990 to 1992 he worked as an Urban Forester for Puget Power, a utility
company in Washington State.

Mr. Taylor earned a Bachelor of Science Degree in Forest Management from The
University of Washington in 1989.

                                       34
<PAGE>
CODE OF ETHICS

We do not currently have a code of ethics, because we have only limited business
operations and one officer and director, we believe a code of ethics would have
limited utility. We intend to adopt such a code of ethics as our business
operations expand and we have more directors, officers and employees.

ITEM 11. EXECUTIVE COMPENSATION

Our current officer receives no compensation. The current Board of Directors is
comprised of Jeffrey Taylor.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                 Change in
                                                                                  Pension
                                                                                 Value and
                                                                   Non-Equity   Nonqualified
                                                                   Incentive     Deferred       All
 Name and                                                            Plan         Compen-      Other
 Principal                                   Stock       Option     Compen-       sation       Compen-
 Position       Year   Salary     Bonus      Awards      Awards     sation       Earnings      sation     Totals
------------    ----   ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>       <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
Jeffrey         2009     0          0           0           0          0             0            0          0
Taylor,         2008     0          0           0           0          0             0            0          0
President,
CFO & CEO
</TABLE>

                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
Jeffrey       0               0              0           0           0           0            0           0            0
Taylor,
CEO & CFO
</TABLE>

                                       35
<PAGE>
                              DIRECTOR COMPENSATION

<TABLE>
<CAPTION>
                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
<S>             <C>       <C>        <C>           <C>             <C>            <C>              <C>
Jeffrey Taylor,     0          0          0             0               0               0             0
Director
</TABLE>

There are no current employment agreements between the company and its executive
officer.

In June 2008 Jeffrey Taylor purchased 8,000,000 shares of our common stock at
$0.0015 per share. The terms of these stock issuances were as fair to the
company, in the opinion of the board of directors, as could have been made with
an unaffiliated third party.

Mr. Taylor currently devotes approximately 10 hours per week to manage the
affairs of the company. He has agreed to work with no remuneration until such
time as the company receives sufficient revenues necessary to provide management
salaries. At this time, we cannot accurately estimate when sufficient revenues
will occur to implement this compensation, or what the amount of the
compensation will be.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information on the ownership of Lake Forest
Minerals voting securities by officers, directors and major shareholders as well
as those who own beneficially more than five percent of our common stock as of
the date of this annual report:

          Name of                          No. of            Percentage
     Beneficial Owner(1)                   Shares           of Ownership
     -------------------                   ------           ------------

     Jeffrey Taylor                      8,000,000              72%
     711 S. Carson Street
     Suite 4
     Carson City, NV  89701

     All Officers and
      Directors as a Group               8,000,000              72%

----------
(1)  The person named may be deemed to be a "parent" and "promoter" of the
     Company, within the meaning of such terms under the Securities Act of 1933,
     as amended.

                                       36
<PAGE>
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

In June 2008 Mr. Taylor purchased 8,000,000 shares of our common stock at
$0.0015 per share. All of such shares are "restricted" securities, as that term
is defined by the Securities Act of 1933, as amended, and are held by the
officer and director of the Company. (See "Principal Stockholders".)

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services were $3,500, for tax
services were $Nil and for other services were $Nil during the year ended June
30, 2009.

The total fees charged to the company for audit services were $5,625, for tax
services were $Nil and for other services were $Nil during the year ended June
30, 2008.

ITEM 15. EXHIBITS

<TABLE>
<CAPTION>
Exhibit             Description                                   Method of Filing
-------             -----------                                   ----------------
<S>      <C>                                         <C>
3.1      Articles of Incorporation                   Incorporated by reference to Exhibit 3.1 to the
                                                     Company's Registration Statement on Form S-1 filed
                                                     with the SEC on August 6, 2008.

3.2      Bylaws                                      Incorporated by reference to Exhibit 3.2 to the
                                                     Company's Registration Statement on Form S-1 filed
                                                     with the SEC on August 6, 2008.

31.1     Certification of Chief Executive            Filed electronically herewith
         Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.

31.2     Certification of Chief Financial            Filed electronically herewith
         Officer pursuant to Section 302
         of the Sarbanes-Oxley Act of 2002.

32       Certification of Chief Executive            Filed electronically herewith
         Officer and Chief Financial Officer
         pursuant to 18 U.S.C. Section 1350, as
         adopted pursuant to Section 906 of the
         Sarbanes-Oxley Act of 2002.
</TABLE>

                                       37
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


/s/ Jeffrey Taylor                                            September 23, 2009
-------------------------------------                         ------------------
Jeffrey Taylor, President & Director                                 Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)



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