UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-KSB





[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended November
      30, 2007[  ]
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACTFor
      the transition period from _________ to ________Commission
      file number 000-52494





NUANCE RESOURCES
      CORP.(Name
      of small business issuer in its charter)  Nevada
              98-0462664(State
      or other jurisdiction of incorporation or organization)
              (I.R.S.
      Employer Identification No.)601-8623 Granville
      St., Vancouver, B.C., Canada
              V6P
      582(Address
      of principal executive offices)
              (Zip
      Code)Issuer’s
      telephone number:  778-235-6658Securities
      registered under Section 12(b) of the Exchange Act:Titleof each class
              Name
      of each exchange on which registeredNone
              Not
      ApplicableSecurities
      registered under Section 12(g) of the Exchange
Act:Common Stock, par
      value of $0.001(Title
      of class)


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





Check if
disclosure of delinquent filers in response to Item 405 of Regulation S-B is not
contained in this form, and no disclosure will be contained, to the best of
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB [   ]





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





State
issuer’s revenue for its most recent fiscal year.  $0





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the average bid and asked price of such
common equity, as of a specified date within the past 60
days.    Not Available





State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date.   44,694,000 Common Shares as of
January 22, 2008





Transitional
Small Business Disclosure Format (Check One):  Yes: __; No X




Table of Contents




TABLE OF
CONTENTS
 
 PagePART
      IItem 1.
              Description of Business
              3Item 2.
              Description of Property
              5Item 3.
              Legal Proceedings
              6Item 4.
              Submission of Matters to a Vote of Security
      Holders
              6PART
      IIItem 5.
              Market for Common Equity and Related Stockholder Matters and
      Small Business Issuer Purchases of Equity Securities
              7Item 6.
              Management’s Discussion and Analysis or Plan of
      Operation
              9Item 7.
              Financial Statements
              11Item 8.
              Changes In and Disagreements With Accountants on Accounting and
      Financial Disclosure
              12Item 8A.
              Controls and Procedures
              12Item 8B.
              Other Information
              13PART
      IIIItem 9.
              Directors, Executive Officers, Promoters and Control Persons;
      Compliance With Section 16(a) of the Exchange Act
              13Item 10.
              Executive Compensation
              16Item 11.
              Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
              18Item 12.
              Certain Relationships and Related Transactions, and Director
      Independence
              19Item 13.
              Exhibits
              19Item 14.
              Principal Accountant Fees and Services
              20
  2
 Table of Contents
  PART I
 Item1.   Description of Business
 
 Our
Corporate History
 
 Prior to
December 29, 2006, our business plan was focused on proceeding with the
exploration of the Snippaker mineral claims to determine whether there are
commercially exploitable mineral reserves.
 
 In 2006,
our management was presented with a business opportunity by the management of a
private company named Nuance Resources, Corp. (“Nuance”) that upon evaluation
proved more interesting than our previous business plan. As a result, our
management suspended its efforts in relation to the exploration of the Snippaker
mineral claims and entered into negotiations with Nuance. After conducting our
due diligence and concluding negotiations it was determined that a reverse
acquisition of Nuance potentially contains greater benefits for the company than
the unproven Snippaker mineral claims. In order to pursue this new business
opportunity, we terminated our exploration activities and entered into
negotiations for an Agreement of Merger and Plan of Reorganization.
 
 On
December 29, 2006, we consummated an Agreement of Merger and Plan of
Reorganization (the “Merger Agreement”) with Nuance and Farrier Acquisition,
Inc. (“Acquisition Sub”), a our newly formed wholly-owned Nevada subsidiary. In
connection with the closing of this merger transaction (the “Merger”),
Acquisition Sub merged with and into Nuance, and Nuance became a wholly-owned
subsidiary of Farrier Resources Corp. named “Nuance Resources Corp.” In
accordance with the Merger Agreement, the stockholders of Nuance received the
right to receive one share of our common stock for each issued and outstanding
share of Nuance’s common stock. As a result, at closing, in exchange for 100% of
the outstanding capital stock of Nuance, the former stockholders of Nuance
received 23,000,000 shares of our common stock.
 
 On
January 4, 2007, we filed Articles of Merger with the Secretary of State of
Nevada in order to effectuate a merger whereby we would merge with our
wholly-owned subsidiary, Nuance Resources Corp., as a parent/ subsidiary merger
with us as the surviving corporation. This merger, which became effective as of
January 4, 2007, was completed pursuant to Section 92A.180 of the Nevada Revised
Statutes. Shareholder approval to this merger was not required under Section
92A.180. Upon completion of this merger, our name was changed to "Nuance
Resources Corp." and our Articles of Incorporation have been amended to reflect
this name change.
 
 Our
Current Line of Business
 
 We are
currently engaged in the business of identifying, evaluating, and qualifying
potential natural gas and oil wells; investing in interests in those wells; and
attempting to produce commercially marketable quantities of oil and natural gas
from those wells.
 
 The
majority of our business will be derived from projects identified by our
principals. These persons, specifically James D. Bunney and the other industry
professionals Mr. Bunney is
  3
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  responsible
to locate and hire, will be the individuals directly responsible for locating
and qualifying potential projects, negotiating investments and drilling rights
associated with those projects, and overseeing the work required to extract
commercially viable quantities of natural gas and oil from those
projects.
 
 Our
strategy is to identify low to moderate risk oil and natural gas reserves by
reviewing and reprocessing previously recorded seismic data with a view to a
deeper target in our analysis than when the data was originally recorded. This
approach allows us to evaluate potential oil and natural gas sites for
development without the operational and financial commitment which would be
required to record new seismic data on comparable sites. By entering into
participation agreements with companies which have possession of such seismic
data, our operational costs are limited to the cost of analysis until such time
as we have identified reserves for development.
 
 Sale
of Highway 21 Prospect
 
 We
entered into an agreement with County Line Energy Corp. (“CLE”), which granted
us the right to participate in the potential identification, purchase, and
development of 2,560 acres of land in Alberta, Canada, known as the Highway 21
Prospect.
 
 On
December 1, 2006, CLE entered into an agreement with BMW Energy Corp (“BMW”) to
acquire certain reprocessed three-dimensional seismic data from BMW. The seismic
data was originally shot in search of shallow Cretaceous Period
gas.
 
 Per CLE’s
agreement with BMW, CLE paid $82,650 to BMW for the reprocessed 3D seismic data,
accompanied by a complete geophysical and geological report covering the 2,560
acre prospect. In the participation agreement with CLE, we have agreed to
reimburse CLE all of the costs associated with analyzing the seismic data and to
split equally with CLE all of the costs associated with purchasing and
developing the land should the analysis so indicate. In accordance with this
agreement, we made a payment of $82,650 to CLE on December 21, 2006 resulting in
its ownership of an undivided 100% ownership of such seismic data and the right
to participate in the Alberta Crown Land Sale. Under the agreement, we were also
responsible to split equally the costs of any cash calls associated with the
project. In return, we would own half of CLE’s participation in the project and
be entitled to half of CLE’s profits associated with the project.
 
 In mid
October 2007, BMW Energy Corp. commenced its analysis of the seismic data
conducted on the Highway 21 Prospect. The data was never interpreted by us. The
results are unknown to us as it is typically confidential information to be
shared only amongst the participants in a project. On October 15, 2007, we
agreed to sell to CLE 100% of our interest in the seismic data for the Highway
21 Project and our rights in the underlying participation agreement we signed on
December 21, 2006 in consideration for one hundred eleven thousand one hundred
and forty-four dollars $111,144 (C$110,000) payable under a Promissory Note
stated to mature on November 30, 2007.
 
 Purchase
of an Interest in the Hayter Well
 
 On
November 30, 2007, we received a proposal from CLE to retire the Promissory Note
in exchange for a 20% working interest participation in the completion of well
known as the 10D Hayter 10-8-40-1 W4M Well (the “Well”).
  4
 Table of Contents
  The
interest in the Well started in June 30, 2006 when a company known as Black
Creek Resources Ltd. (“BCR”) negotiated a Seismic Option Agreement with Canpar
Holdings Ltd. (“Canpar”) covering certain lands (the “Option Lands”) in Township
40, Range 1 W4M Section 8, near the town of Hayter, Alberta.
 
 On August
1, 2006, CLE signed a Participation Agreement (“PA1”) with BCR in which CLE
acquired the right to become the operator and drill the Well on the Option
Lands. In order to exercise that interest and acquire the rights to drill the
Well, CLE agreed to pay 100% of all costs associated with the Seismic Option
Agreement and will pay 100% of the funds required to purchase rights to any
existing seismic on the property which may be for sale and or shoot additional
2D and 3D on the property as required, pursuant to standard industry costs and
practices.
 
 CLE has
represented to us that it has met all the necessary conditions to drill the Well
and now owns 80% of the Well, subject to a 22.5% royalty payable to Canpar. We
have purchased an interest in this Well. The Well has been drilled, cased, but
not completed for production. As such, we entered into a Participation Agreement
(“PA2”) on November 30, 2007 whereby CLE assigned to us a 20% interest in CLE’s
revenues earned on the Well in consideration of the retirement of the
outstanding Promissory Note for $111,144 (C$110,000) owed to us. Our net
interest in the revenues from this Well will be approximately 15.5% of
production, less general and administrative charges. Under the
agreement, completion expenses will be submitted to us for payment on the basis
of 20% of the Authority of Expenditure costs to complete the
well.
 
 Item2.   Description of Property
 
 Productive
Wells and Acreage
 
 As of
November 30, 2007, we did not have any productive wells.
  Acreage
 
 We hold
no interest in developed and undeveloped oil and gas acreage.
 
 Production
 
 There was
no production of oil or gas for the twelve months ended November 30,
2007.
  Economic
productivity cannot be determined until the Well is completed and tested.
Currently there are no proven or probable reserves associated with the Well.
Upon the completion of the drilling the drill hole was logged for potential
economic pay zones of hydrocarbons, and was subsequently cased for completion
and testing based on that data.
  Drilling
Activity
 
 There has
been no drilling activity other than detailed in “Item 6 - Management’s
Discussion and Analysis or Plan of Operation.”
  5
 Table of Contents
  Present
Activities
 
 Management
intends to implement the plans as detailed in “Item 6 - Management’s Discussion
and Analysis or Plan of Operation.”
 
 Delivery
Commitments
 
 At
November 30, 2007, the Company had no delivery commitments with
purchasers.
 
 Item3.   Legal Proceedings
 
 We are
not a party to any pending legal proceeding. We are not aware of any pending
legal proceeding to which any of our officers, directors, or any beneficial
holders of 5% or more of our voting securities are adverse to us or have a
material interest adverse to us.
 
 Item4.   Submission of Matters to a Vote of Security
Holders
 
 No
matters have been submitted to our security holders for a vote, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year ended November 30, 2007.
  6
 Table of Contents
  PART
II
 
 Item5.    Market for Common Equity and Related Stockholder
Mattersand Small Business Issuer Purchases of Equity
Securities
 
 Market Information
 
 Our common stock is currently quoted on
the OTC Bulletin Board(“OTCBB”), which is sponsored by the
NASD.  The OTCBBis a network of security dealers who buy
and sell stock.  The dealers are connected by a computer network that
provides information on current "bids" and "asks", as well as volume
information.  Our shares are quoted on the OTCBBunder the symbol “NUNC.OB.”
 
 The
following table sets forth the range of high and low bid quotations for our
common stock for each of the periods indicated as reported by the
OTCBB.  These quotations reflect inter-dealer prices, without retail
mark-up, mark-down or commission and may not necessarily represent actual
transactions.
 
 Fiscal
      Year Ending November, 2007Quarter
      Ended
              
              High
      $
              
              Low
      $November
      30, 2007
              
              $0
              
              $0
 
 Penny
Stock
 
 The SEC
has adopted rules that regulate broker-dealer practices in connection with
transactions in penny stocks. Penny stocks are generally equity securities with
a market 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. The penny stock rules require
a broker-dealer, prior to a transaction in a penny stock, to deliver a
standardized risk disclosure document prepared by the SEC, that: (a) contains a
description of the nature and level of risk in the market for penny stocks in
both public offerings and secondary trading; (b) 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 laws; (c) contains a brief, clear, narrative
description of a dealer market, including bid and ask prices for penny stocks
and the significance of the spread between the bid and ask price; (d) contains a
toll-free telephone number for inquiries on disciplinary actions; (e) defines
significant terms in the disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form,
including language, type size and format, as the SEC shall require by rule or
regulation.
 
 The
broker-dealer also must provide, prior to effecting any transaction in a penny
stock, the customer with (a) bid and offer quotations for the penny stock; (b)
the compensation of the broker-dealer and its salesperson in the transaction;
(c) the number of shares to which such bid
  7
 Table of Contents
  and ask
prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statement
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 as to transactions involving
penny stocks, and a signed and dated copy of a written suitability
statement.
 
 These
disclosure requirements may have the effect of reducing the trading activity for
our common stock. Therefore, stockholders may have difficulty selling our
securities.
 
 Holders
of Our Common Stock
 
 As of
November 30, 2007, we had fifty-four (54) holders of record of our common
stock.
 
 Dividends
 
 There are
no restrictions in our articles of incorporation or bylaws that restrict us from
declaring dividends. The Nevada Revised Statutes, however, do prohibit us from
declaring dividends where, after giving effect to the distribution of the
dividend:
 
 1.
              We
      would not be able to pay our debts as they become due in the usual course
      of business; or
 
 2.
              Our
      total assets would be less than the sum of our total liabilities, plus the
      amount that would be needed to satisfy the rights of shareholders who have
      preferential rights superior to those receiving the distribution.
 
 Recent
Sales of Unregistered Securities
 
 On April
5, 2007, we issued 240,000 common shares at $0.25 per share for total proceeds
of $60,000 pursuant to a private placement.
 
 On
November 30, 2007, we issued 100,000 common shares at $0.50 per share for total
proceeds of $50,000 pursuant to a private placement.
 
 We
completed these offerings pursuant to Regulation S of the Securities Act. Each
purchaser represented to us that he was a non-US person as defined in Regulation
S. We did not engage in a distribution of this offering in the United States.
Each purchaser represented his intention to acquire the securities for
investment only and not with a view toward distribution. Each investor was given
adequate access to sufficient information about us to make an informed
investment decision. None of the securities were sold through an underwriter and
accordingly, there were no underwriting discounts or commissions
involved.
 
 8
 Table of Contents
  Securities
Authorized for Issuance Under Equity Compensation Plans
 
 We have
no equity compensation plans.
 
 Item6.Management’s Discussion and Analysisor Plan of
Operation
 
 Forward-Looking
Statements
  Certain
statements, other than purely historical information, including estimates,
projections, statements relating to our business plans, objectives, and expected
operating results, and the assumptions upon which those statements are based,
are “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933
and Section 21E of the Securities Exchange Act of
1934.   These forward-looking statements generally are identified
by the words “believes,” “project,” “expects,” “anticipates,” “estimates,”
“intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will
continue,” “will likely result,” and similar expressions.  We intendsuch forward-looking statements to be
covered by the safe-harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, andareincluding thisstatement for purposes of complying
with those safe-harbor provisions.Forward-looking
statements are based on current expectations and assumptions that are subject to
risks and uncertainties which may cause actual results to differ materially from
the forward-looking statements. Ourability to predict results or the
actual effect of future plans or strategies is inherently uncertain.Factors which could have a material
adverse affect onouroperations and future prospects on a
consolidated basis include,
but are not limited to: changes in economic conditions, legislative/regulatory
changes, availability of capital, interest rates, competition,and generally accepted accounting
principles. These risks and uncertainties shouldalsobe considered in evaluating forward-looking statements and undue
reliance should not be placed on such statements.We undertake no obligation
to update or revise publicly any forward-looking statements, whether as a result
of new information, future events or otherwise.  Furtherinformation concerningourbusiness, including additional factors
that could materially affectourfinancial results, is included herein
and inourother filings withthe SEC.
 
 Plan
of Operation in the Next 12 Months
 
 We are
engaged in the business of identifying, evaluating, and qualifying potential
natural gas and oil wells; investing in interests in those wells; and attempting
to produce commercially marketable quantities of oil and natural gas from those
wells.
 
 We are
currently not an operator on any natural gas or oil wells. We intend to increase
our staff and expand our operations into these areas of activity should we
establish sufficient cash flows in the next 12 months to support these
activities.
 
 CLE is
the operator (the "Operator") of the Well.  We have been informed by
CLE that the company intends to complete the Well in the late fall of 2008. As
of now, the Well has been cased and cemented in anticipation of the completion
program. The Operator plans to enter the
  9
 Table of Contents
  well,
perforate the potential pay zone(s) and conduct regular production testing of
the zone(s). Should the testing confirm adequate oil reserves and potential
economic flow rates, the Operator will install adequate pumping equipment and
other surface facilities in anticipation of the projected flow rates. Currently,
there are no known oil reserves on the well.
 
 Results
of Operations for the Year Ended November 30, 2007 and Period from Inception to
November 30, 2007
 
 The following recitation
of the Results of Operations for the
Year Ended November 30, 2007 and Period from Inception to November 30,
2007does not include a comparitave analysis because there are no
similar past periods for the financials reported.
  We did
not earn any revenues from inception through the period ending November 30,
2007. We do not anticipate earning revenues until identifiable reserves are
discovered and exploited from the Well.
 
 We
incurred operating expenses in the amount of $93,466 for the year ended November
30, 2007 and $107,135 from our inception on November 1, 2006 to November 30,
2007. The operating expenses for the year ended November 30, 2007 consisted
mainly of legal fees in the amount of $49,360, accounting and audit fees in the
amount of $26,761 and transfer and filing fees in the amount of $15,642. The
operating expenses for the period from inception to November 30, 2007 consisted
mainly of legal fees in the amount of $53,010, accounting and audit fees in the
amount of $36,761 and transfer and filing fees in the amount of
$15,642.
 
 We
experienced $610 in debt forgiveness for both the year ended November 30, 2007
and period from inception to November 30, 2007.  As such, our net loss
for the year ended November 30, 2007 was $79,859 and our net loss for the period
from inception to November 30, 2007 was $88,803.
  Liquidity
and Capital Resources
 
 As of
November 30, 2007, we had total current assets of cash in hand of $37,184. Our
total current liabilities as of November 30, 2007 were $7,393. Thus, we had
working capital of $29,791 as of November 30, 2007.
 
 We are a
development stage company and have not attained profitable operations. In order
to successfully implement our plan of operation, we will need to obtain
additional financing. It is our intention to attempt to raise at least
$2,000,000 through the sale of our securities over the next twelve months in
order to fund our operations and implement our business plan. There is no
assurance, however, that we will raise these funds.  If we are unable
to raise these needed funds, we may be forced to suspend operations or search
out other business opportunities.
 
 Off
Balance Sheet Arrangements
 
 As of
November 30, 2007, there were no off balance sheet arrangements.
  Going
Concern
 
 The
accompanying financial statements in this report have been prepared in
accordance with generally accepted accounting principles applicable to a going
concern, which assumes that we will be able to meet our obligations and continue
our operations for the next twelve months. Realization values may be
substantially different from carrying values as shown and these financial
statements do not give effect to adjustments that would be necessary to the
carrying values and classification of assets and liabilities should we be unable
to continue as a going concern. At November 30, 2007, we have not yet achieved
profitable operations, have accumulated losses of $88,803 since our inception,
and expect to incur further losses in the development of our business, all of
which casts substantial doubt about our ability to continue as a going concern.
Our ability to continue as a going concern is dependent upon our ability to
generate future profitable operations and/or to obtain the necessary financing
to meet our obligations and repay our liabilities arising from normal business
operations when they come due. Management has no formal plan in place to address
this concern but considers that we will be able to obtain additional funds by
equity financing and/or related party advances, however there is no assurance of
additional funding being available.
  10
 Table of Contents
  Item7.   Financial Statements
 
 Index to
Consolidated Financial Statements:
 
 
 Audited
      Financial Statements:F-1
              Report of Independent Registered Public Accounting
      FirmF-3
              Consolidated Balance Sheets as of November 30, 2007 and
      2006F-4
              Consolidated Statements of Operations – Year Ended November 30,
      2007 and periods from November 1, 2006 (Inception) to November 30, 2006
      and 2007F-5
              Consolidated Statements of Cash Flows - Year Ended November 30,
      2007 and periods from November 1, 2006 (Inception) to November 30, 2006
      and 2007F-6
              Interim Consolidated Statements of Stockholders' Equity for the
      period from November 1, 2006 (Inception) to November 30,
  2007F-7
              Notes to Consolidated Financial
    Statements
 
 11
 Table of Contents
 REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
 To
the Stockholders,
 Nuance
Resources Corp.
 (A
Development Stage Company)
  We have
audited the accompanying consolidated balance sheet of Nuance Resources Corp.
(the “Company”, a Development Stage Company) and its subsidiaries as of November
30, 2007 and the related consolidated statements of operations, cash flows and
stockholders' equity for the year ended November 30, 2007 and for the period
from November 1, 2006 (Date of Inception) to November 30, 2007.  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 audit. We did not audit the consolidated
financial statements of the Company for the period from November 1, 2006 (Date
of Inception) to November 30, 2006. Such statements are included in the
cumulative inception to November 30, 2007 totals of the consolidated statements
of operations, cash flows and stockholders' equity and reflect a net loss of 12%
of the related cumulative totals. Those consolidated financial statements were
audited by other auditors whose report has been furnished to us and our opinion,
insofar as it relates to amount for the period from November 1, 2006 (Date of
Inception) to November 30, 2006 included in the cumulative totals, is based
solely upon the report of the other auditors.
 
 We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The
Company is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the Company’s
internal control over financial reporting.  Accordingly, we express no
such opinion.  An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audit and the report of the other
auditors provide a reasonable basis for our opinion.
 
 In our
opinion, based on our audit and the report of other auditors, these consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Nuance Resources Corp. and its subsidiaries as of
November 30, 2007 and the results of its operations and its cash flows for the
year then ended and for the period from November 1, 2006 (Date of Inception) to
November 30, 2007, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements referred to above have been prepared assuming
that the Company will continue as a going concern.  As discussed in
Note 1 to the financial statements, the Company is in the development stage, and
has no established source of revenue and is dependent on its ability to raise
capital from shareholders or other sources to meet its obligations and repay its
liabilities arising from normal business operations when they come
due.  These factors, along with other matters as set forth in Note 1,
raise substantial doubt that the Company will be able to continue as a going
concern.  The financial statements do not include any adjustments that
might result from the outcome of these uncertainties.
 
 Chartered
Accountants
 
 Vancouver,
      CanadaJanuary
      22, 2008
  F-1
 Table of Contents
 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To
the Stockholders,
 Nuance
Resources Corp.
 (A
Development Stage Company)
  We
have audited the accompanying consolidated balance sheet of Nuance Resources
Corp. (A Development Stage Company) and its subsidiaries as of November 30, 2006
and the related consolidated statements of operations, cash flows and
stockholders' equity for the period from November 1, 2006 (Date of Inception) to
November 30, 2006.  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 audit.
  We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America).  Those
standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audit provides a reasonable basis for our opinion.
  In
our opinion, these consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Nuance Resources
Corp. and its subsidiaries as of November 30, 2006 and the results of their
operations and their cash flows for the period from November 1, 2006 (Date of
Inception) to November 30, 2006 in conformity with accounting principles
generally accepted in the United States of America.
  The
accompanying consolidated financial statements referred to above 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 working capital which may not be sufficient to sustain operations
over the next twelve months and is yet to attain profitable operations, both of
which raise substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plan in regard to these matters is also
described in Note 1.  The financial statements do not include any
adjustments that might result from the outcome of these
uncertainties.
 
 
 Vancouver,
      CanadaDecember
      14, 2006
                    Chartered
      Accountants
  F-2
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 CONSOLIDATED
BALANCE SHEETS
 November
30, 2007 and, 2006
 (Stated in US
Dollars)
 
 ASSETS
                2007
                
                2006CurrentCash
                $
                37,184
                
                $
                116,724Prepaid
      expenses
                
                -
                
                
                5,50037,184
                
                
                122,224Oil
      and gas propertyUnproved
      Properties – Note 4
                
                95,702
                
                
                -$
                132,886
                
                $
                122,224LIABILITIESCurrentAccounts
      payable and accrued liabilities
                $
                2,375
                
                $
                19,150Due
      to related party – Note 6
                
                5,018
                
                
                5,0187,393
                
                
                24,168STOCKHOLDERS’
      EQUITYPreferred
      stock, $0.001 par value
                  10,000,000shares
      authorized, none outstandingCommon
      stock, $0.001 par value – Note 7
                    270,000,000shares authorized
                    44,694,000shares
      issued (November 30, 2006, - 23,000,000shares
      issued)
                
                44,694
                
                
                23,000Additional
      paid in capital
                
                169,602
                
                
                84,000Deficit
      accumulated during the development stage
                
                (88,803)
                
                
                (8,944)125,493
                
                
                98,056$
                132,886
                
                $
                122,224Nature
      of Operations and Ability to Continue as a Going Concern – Note
1
  SEE
ACOMPANYING NOTES AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 F-3
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF OPERATIONS
 for the
year ended November 30, 2007 and
 for the
periods from November 1, 2006 (Date of Inception)
 to
November 30, 2006 and 2007
 (Stated in US
Dollars)
 
 Year
      Ended
                    November 30,
                
                November
      1, 2006
                      (Date of Inception) to
                      November 30,2007
                
                2006
                
                2007(cumulative)ExpensesAccounting
      and audit fees
                $
                26,761
                
                $
                10,000
                
                $
                36,761Bank
      charges
                
                502
                
                
                19
                
                
                521Legal
      fees
                
                49,360
                
                
                3,650
                
                
                53,010Office
      expenses
                
                362
                
                
                -
                
                
                362Transfer
      and filing fees
                
                15,642
                
                
                -
                
                
                15,643Travel
                
                838
                
                
                -
                
                
                838Loss
      before other items
                
                (93,466)
                
                
                (13,669)
                
                
                (107,135)Other
      items:Debt
      forgiveness
                
                610
                
                
                -
                
                
                610Foreign exchange
      gain
                
                12,997
                
                
                4,725
                
                
                17,72213,607
                
                
                4,725
                
                
                18,332Net
      loss for the period
                $
                (79,859)
                
                $
                (8,944)
                
                $
                (88,803)Basic
      loss per share
                $
                (0.00)
                
                $
                (0.00)Weighted
      average number of shares outstanding
                
                42,677,177
                
                
                3,666,667
 
 SEE
ACOMPANYING NOTES AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 F-4
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENTS OF CASH FLOWS
 for the
year ended November 30, 2007 and
 for the
periods from November 1, 2006 (Date of Inception) to
 November
30, 2006 and 2007
 (Stated in US
Dollars)
 
 Year
      Ended
                      November 30,
                  
                  November
      1, 2006
                    (Date of Inception) to
                    November 30,2007
                  
                  2006
                  
                  2007(cumulative)Cash
      Flows provided by (used in) Operating ActivitiesNet
      loss for the period
                  $
                  (79,859)
                  
                  $
                  (8,944)
                  
                  $
                  (88,803)Adjustments
      to reconcile net loss to net cash provided by (used in)operating
      activities:Debt
      forgiveness
                  
                  (610)
                  
                  
                  -
                  
                  
                  (610)Changes
      in non-cash working capital itemsrelated
      to operations:Prepaid
      expenses
                  
                  5,500
                  
                  
                  (5,500)
                  
                  
                  -Accounts
      payable and accrued liabilities
                  
                  (55,927)
                  
                  
                  19,150
                  
                  
                  (36,777)Net
      cash provided by (used in) operating activities
                  
                  (130,896)
                  
                  
                  4,706
                  
                  
                  (126,190)Cash
      Flows used in Investing ActivitiesAcquisition
      of oil and gas property
                  
                  (82,650)
                  
                  
                  -
                  
                  
                  (82,650)Net
      cash used in investing activities
                  
                  (82,650)
                  
                  
                  -
                  
                  
                  (82,650)Cash
      Flows provided by Financing ActivitiesCapital
      stock issued
                  
                  110,000
                  
                  
                  107,000
                  
                  
                  217,000Cash
      acquired on reverse acquisition
                  
                  37,058
                  
                  
                  -
                  
                  
                  37,058Due
      to related party
                  
                  -
                  
                  
                  5,018
                  
                  
                  5,018Net
      cash provided by financing activities
                  
                  147,058
                  
                  
                  112,018
                  
                  
                  259,076Effect
      of foreign currency translation
                  
                  (13,052)
                  
                  
                  -
                  
                  
                  (13,052)Increase
      (decrease) in cash during the period
                  
                  (79,540)
                  
                  
                  116,724
                  
                  
                  37,184Cash,
      beginning of the period
                  
                  116,724
                  
                  
                  -
                  
                  
                  -Cash,
      end of the period
                  $
                  37,184
                  
                  $
                  116,724
                  
                  $
                  37,184Non-cash
      Transaction - Note 9
 
 SEE
ACOMPANYING NOTES AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM F-5
 Table of Contents
 NUANCERESOURCES CORP.
 (A
Development Stage Company)
 CONSOLIDATED
STATEMENT OF STOCKHOLDERS’ EQUITY
 for the
period from November 1, 2006 (Date of Inception) to November 30,
2007
 (Stated in US
Dollars)
 
 Common
      Shares
                  
                  Additional
                      Paid-in
                  
                  Deficit
                          Accumulated
                          During the
                          ExplorationNumber
                  
                  Par Value
                  
                  Capital
                  
                  Stage
                  
                  TotalCapital
      stock issued for
      cash                                                   
      – at $0.005
                  
                  23,000,000
                  
                  $
                  23,000
                  
                  $
                  92,000
                  
                  $
                  -
                  
                  $
                  115,000Less: commissions
                  
                  -
                  
                  
                  -
                  
                  
                  (8,000)
                  
                  
                  -
                  
                  
                  (8,000)Net
      loss for the period
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (8,944)
                  
                  
                  (8,944)Balance,
      November 30, 2006
                  
                  23,000,000
                  
                  
                  23,000
                  
                  
                  84,000
                  
                  
                  (8,944)
                  
                  
                  98,056Pursuant
      to agreement of merger and plan ofreorganization
                  
                  21,354,000
                  
                  
                  21,354
                  
                  
                  (24,058)
                  
                  
                  -
                  
                  
                  (2,704)Capital
      stock issued for
      cash                                                    
      – at $0.25
                  
                  240,000
                  
                  
                  240
                  
                  
                  59,760
                  
                  
                  -
                  
                  
                  60,000–
      at $0.50
                  
                  100,000
                  
                  
                  100
                  
                  
                  49,900
                  
                  
                  -
                  
                  
                  50,000Net
      loss for the year
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (79,859)
                  
                  
                  (79,859)Balance
      November 30, 2007
                  
                  44,694,000
                  
                  $
                  44,694
                  
                  $
                  169,602
                  
                  $
                  (88,803)
                  
                  $
                  125,493
  SEE
ACOMPANYING NOTES AND REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 F-6
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      1
                  Nature of Operations
      and Ability to Continue as a Going
  Concern
 The
Company was incorporated in the state of Nevada, United States of America on
November 1, 2006.  The Company was formed for the purpose of acquiring
exploration and development stage natural resource properties.  The
Company’s year end is November 30.
 
 Effective
December 28, 2006, the Board of Directors authorized a 3 for 1 forward stock
split on the common shares.  The authorized number of common shares
increased from 90,000,000 to 270,000,000 common shares with a par value of
$0.001.  All references in the accompanying financial statements to
the number of common shares have been restated to reflect the forward stock
split.
 
 These
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which assumes that the
Company will be able to meet its obligations and continue its operations for its
next fiscal year.  Realization values may be substantially different
from carrying values as shown and these financial statements do not give effect
to adjustments that would be necessary to the carrying values and classification
of assets and liabilities should the Company be unable to continue as a going
concern.  At November 30, 2007, the Company had not yet achieved
profitable operations, has accumulated losses of $88,803 since its inception and
expects to incur further losses in the development of its business, all of which
casts substantial doubt about the Company’s ability to continue as a going
concern.  The Company’s ability to continue as a going concern is
dependent upon its ability to generate future profitable operations and/or to
obtain the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come
due.  Management has no formal plan in place to address this concern
but considers that the Company will be able to obtain additional funds by equity
financing and/or related party advances, however there is no assurance of
additional funding being available.
 
 Note
      2
                Summary of Significant
      Accounting Policies
  The
consolidated financial statements of the Company have been prepared in
accordance with accounting principles generally accepted in the United States of
America and are stated in US dollars.  Because a precise determination
of many assets and liabilities is dependent upon future events, the preparation
of financial statements for a period necessarily involves the use of estimates,
which may have been made using careful judgment. Actual results may vary from
these estimates.
 
 The
financial statements have, in management’s opinion, been properly prepared
within the framework of the significant accounting policies summarized
below:
  F-7
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
  Note
      2
                Summary of Significant
      Accounting Policies–
(cont’d)
 
 Development Stage
Activities
 
 The
Company is a development stage company as defined in the Statement of Financial
Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting By Development
Stage Enterprises” as it is devoting substantially all of its efforts to
establish a new business and planned principal operations have not
commenced.  All losses accumulated since inception have been
considered as part of the Company’s development stage activities.
 
 The
Company is subject to several categories of risk associated with its development
stage activities.  Natural gas and oil exploration and production is a
speculative business, and involves a high degree of risk.  Among the
factors that have a direct bearing on the Company’s prospects are uncertainties
inherent estimating natural gas and oil reserves, future hydrocarbon production,
and cash flows, particularly with respect to wells that have not been fully
tested and with wells having limited production histories; access to additional
capital; changes in the price of natural gas and oil; availability and cost of
services and equipment; and the presence of competitors with greater financial
resources and capacity.
 
 Principles of
Consolidation
 
 These
consolidated financial statements include the accounts of the newly merged
Company (Note 3) and its wholly-owned subsidiaries, FRC Exploration Ltd. (a BC
Corporation) (“FRC”) and Nuance Exploration Ltd. (a BC Corporation) (“NEL”). All
significant inter-company balances and transactions have been
eliminated.
 
 Financial
Instruments
 
 The
carrying value of the Company’s financial instruments, consisting of cash,
accounts payable and accrued liabilities and due to related party which
approximate their fair value due to the short maturity of such
instruments.  Unless otherwise noted, it is management’s opinion that
the Company is not exposed to significant interest, exchange or credit risks
arising from these financial instruments.
 
 Foreign Currency
Translation
 
 The
Company’s functional currency is the Canadian dollar as substantially all of the
Company’s operations are in Canada.  The Company uses the United
States dollar as its reporting currency for consistency with registrants of the
Securities and Exchange Commission (“SEC”) in accordance with the SFAS No. 52
“Foreign Currency Translation”.
  F-8
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      2
                Summary of Significant
      Accounting Policies–
(cont’d)
  Foreign Currency
Translation– (cont’d)
 
 Assets
and liabilities denominated in a foreign currency are translated at the exchange
rate in effect at the balance sheet date and capital accounts are translated at
historical rates.  Income statement accounts are translated at the
average rates of exchange prevailing during the period.  Translation
adjustments from the use of different exchange rates from period to period are
included in the Accumulated Other Comprehensive Income account in Stockholder’s
Equity, if applicable.
 
 Transactions
undertaken in currencies other than the functional currency of the entity are
translated using the exchange rate in effect as of the transaction
date.  Any exchange gains and losses are included in the Statement of
Operations.
 
 Oil and Gas
Properties
  The
Company follows the full cost method of accounting for oil and gas operations
whereby all costs of exploring for and developing oil and gas reserves are
initially capitalized on a country-by-country (cost centre) basis. Such costs
include land acquisition costs, geological and geophysical expenses, carrying
charges on non-producing properties, costs of drilling and overhead charges
directly related to acquisition and exploration activities.
  Costs
capitalized, together with the costs of production equipment, are depleted and
amortized on the unit-of-production method based on the estimated gross proved
reserves. Petroleum products and reserves are converted to a common unit of
measure, using 6 MCF of natural gas to one barrel of oil.
  Costs of
acquiring and evaluating unproved properties are initially excluded from
depletion calculations. These unevaluated properties are assessed periodically
to ascertain whether impairment has occurred. When proved reserves are assigned
or the property is considered to be impaired, the cost of the property or the
amount of the impairment is added to costs subject to depletion calculations.
  If
capitalized costs, less related accumulated amortization and deferred income
taxes, exceed the “full cost ceiling” the excess is expensed in the period such
excess occurs.  The “full cost ceiling” is determined based on the
present value of estimated future net revenues attributed to proved reserves,
using current prices less estimated future expenditures plus the lower of cost
and fair value of unproven properties within the cost centre.
  F-9
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      2
                Summary of Significant
      Accounting Policies–
(cont’d)
  Oil
and Gas Properties–(cont’d)
  Proceeds
from a sale of petroleum and natural gas properties are applied against
capitalized costs, with no gain or loss recognized, unless such a sale would
alter the relationship between capitalized costs and proved reserves of oil and
gas attributable to a cost centre. Royalties paid net of any tax credits
received are netted with oil and gas sales.
  Impairment
of Long-lived Assets
  In accordance with SFAS No. 144,
“Accounting for the
Impairment or Disposal of
Long-lived Assets”, the
carrying value of intangible assets and other long-lived assets are 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.  Oil and gas properties accounted for using thefull cost method of accounting, a method
utilized by the Company, is excluded from this requirement, but will continue to
be subject to the ceiling test limitations.
  Asset Retirement
Obligations
 The
Company has adopted SFAS No. 143, “Accounting for Asset Retirement Obligations”,
which requires that asset retirement obligations (“ARO”) associated with the
retirement of a tangible long-lived asset, including natural gas and oil
properties, be recognized as liabilities in the period in which it is incurred
and becomes determinable, with an offsetting increase in the carrying amount of
the associated assets. The cost of tangible long-lived assets, including the
initially recognized ARO, is depleted, such that the cost of the ARO is
recognized over the useful life of the assets.  The ARO is recorded at
fair value, and accretion expense is recognized over time as the discounted are
accreted to the expected settlement value.  The fair value of the ARO
is measured using expected future cash flow, discounted at the Company’s
credit-adjusted risk-free interest rate.  As at November 30, 2007, the
Company has determined it has no assets retirement obligations.
  Income
Taxes
  The
Company uses the asset and liability method of accounting for income taxes
pursuant to SFAS No. 109 “Accounting for Income Taxes”.  Under the
assets and liability method of SFAS 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary differences
between the financial statements carrying amounts of existing assets and
liabilities and loss carryforwards and their respective tax
bases.  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.
  F-10
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      2
                Summary of Significant
      Accounting Policies–
(cont’d)
  Basic Loss Per
Share
  The
Company reports basic loss per share in accordance with SFAS No. 128, “Earnings
Per Share”.  Basic loss per share is computed using the weighted
average number of shares outstanding during the period.  Diluted loss
per share has not been provided as the Company has no potential common
shares.
  Comprehensive
Income
 
 Under
SFAS 130, Reporting Comprehensive Income, the Company is required to report
comprehensive income, which includes net loss as well as changes in equity from
non-owner sources. The other changes in equity included in comprehensive income
for the periods presented comprise the foreign currency cumulative translation
adjustments as disclosed in the Consolidated Statement of
Comprehensive Loss.
  New Accounting
Standards
 In June
2006, the Financial Accounting Standards Board (“FASB”) issued FASB
Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income
Taxes”.  The interpretation clarifies the accounting for uncertainty
in income taxes recognized in a company’s financial statements in accordance
with Statement of Financial Accounting Standards No. 109, “Accounting for Income
Taxes”.  Specifically, the pronouncement prescribes a recognition
threshold and a measurement attribute for the financial statement recognition
and measurement of a tax position taken or expected to be taken in a tax
return.  The interpretation also provides guidance on the related
derecognition, classification, interest and penalties, accounting for interim
periods, disclosure and transition of uncertain tax position.  The
interpretation is effective for fiscal years beginning after December 15,
2006.  The adoption of FIN 48 is not expected to have a material
impact on the Company’s financial position, results of operations or cash flows;
however, the Company is still analyzing the effects of FIN 48.
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements”.  This Statement defines fair value as used in numerous
accounting pronouncements, establishes a framework for measuring fair value in
generally accepted accounting principles and expands disclosure related to the
use of fair value measures in financial statements.  The Statement is
to be effective for the Company’s financial statements issued in 2008; unless
partially or fully deferred by the FASB.  The Company is currently
evaluating the timing of adoption and the impact that adoption might have on its
financial position or results of operations.
  F-11
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      2
                Summary of Significant
      Accounting Policies–
(cont’d)
 
 New Accounting
Standards– (cont’d)
  In
September 2006, the Securities and Exchange Commission (“SEC”) issued Staff
Accounting Bulletin No. 108 (“SAB 108”).  Due to diversity in practice
among registrants, SAB 108 expressed SEC staff views regarding the process by
which misstatements in financial statements are evaluated for purposes of
determining whether financial statement restatement is necessary.  SAB
108 is effective for fiscal years ending after November 15, 2006, and early
application is encouraged. SAB 108 did not have a material impact on the
Company’s financial position or results from operations.
 
 On
February 15, 2007, the FASB issued SFAS No. 159 “The Fair Value Option for
Financial Assets and Financial Liabilities”.  This Statement
establishes presentation and disclosure requirements designed to facilitate
comparisons between companies that choose different measurement attributes for
similar types of assets and liabilities.  SFAS No. 159 is effective
for the Company’s financial statements issued in 2008.  The Company is
currently evaluating the impact that the adoption of SFAS No. 159 might have on
its financial position or results of operations.
 Note
      3
                Reverse Merger and
      Recapitalization
 
 Pursuant
to an Agreement of Merger and Plan of Reorganization between Nuance Resources
Corp. (formerly Farrier Resources Corp.), (“Farrier”), Farrier Acquisition Inc.
(“Acquisition Inc”), a Nevada Corporation, and a wholly-owned subsidiary of
Farrier incorporated for the sole purpose of the merger transactions, and Nuance
Resources Corp (“Nuance”), a Nevada Corporation, on December 29, 2006,
Acquisition Inc and Nuance merged and Nuance became the surviving company of the
merger.  All common shares outstanding of Acquisition Inc. were
converted into an equal number of common shares of Nuance.  Pursuant
to the agreement, on December 29, 2006 the shareholders of record of Nuance
exercised their right to exchange their shares on a one for one basis for shares
of Farrier.  Accordingly on December 29, 2006, Nuance became a
wholly-owned subsidiary company of Farrier.
  Since
this transaction resulted in the shareholders of Nuance owning a majority of the
issued and outstanding shares of Farrier, the transaction is accounted for as a
reverse merger recapitalization and the consolidated financial statements are a
continuation of the operations of Nuance, and not of Farrier.  The
operations of Farrier are included in the consolidated statement of operations
from December 29, 2006, the effective date of the acquisition.
  F-12
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 Note
      3
                Reverse Merger and
      Recapitalization– (cont’d)
  On
January 4, 2007, Farrier and Nuance entered into a subsequent merger agreement
whereby Nuance merged with and into Farrier.  All common shares
outstanding of Nuance were converted into an equal number of common shares of
Farrier.  The surviving entity of the merger was
Farrier.  Immediately thereafter, Farrier changed its name to Nuance
Resources Corp
  On
December 29, 2006, the fair value of the acquired net liabilities of Farrier
were as follows:
 
 Cash
                $
                37,058Accounts
      payable
                
                (39,762)Net
      liabilities
                $
                (2,704)
 
 The
      consolidated statement of operations for the year ended November 30, 2007
      does not include the result of consolidated operations of the Company from
      December 1, 2006 to December 29, 2006 as follows:
 
 For
      the period
                          December 1,
                          2006 to
                          December 29,
                          2006Accounting
      and audit fees
                $
                3,967Legal
      fees
                
                22,302Office
      expenses
                
                442Management
      fees
                
                650Net
      loss for the period
                $
                27,361
  F-13
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      4
                Oil and Gas
      Properties
 
 Unproved
      Properties
 
 By a
participation agreement dated December 21, 2006, NEL acquired a 100% ownership
in the interpretation of 3D seismic data covering four sections of certain land
located in the province of Alberta, Canada by paying $82,650 (CDN$95,000) in
costs of acquiring and interpreting the seismic data.
 On
October 15, 2007, prior to the evaluation of the 3D seismic data, NEL sold to
the original grantor (the Grantor) its 100% interest in the subject property and
received as consideration a non-interest bearing promissory note for $111,144
(CDN$110,000) to be repaid by November 30, 2007.
  On
November 30, 2007, the Grantor did not pay the promissory note and NEL and the
Grantor entered into a Participation Agreement whereby NEL accepted a 20%
interest of the Grantor’s working interest in the County Line 10D Hayter
10-8-40-1 W4M well, currently being constructed in the Hayter area of the
Province of Alberta, Canada as full and final settlement of the promissory
note.
  As a
result of the Participation Agreement, NEL will assume 20% of all revenues,
costs and expenses associated with the project.
 
 Note
      5
                Mineral Property
      Agreement
  On
      May 24, 2006, FRC entered into a property option agreement whereby FRC was
      granted an option to earn up to an 85% interest in 50 full and 9
      fractional mineral claims located in the Eskay Creek Area, Northwestern
      British Columbia.  Consideration for the option was cash
      payments totalling $89,630 (CDN$100,000) ($2,241 (CDN$2,500) paid) and
      exploration expenditures of $403,335 (CDN$450,000) ($12,813 (CDN$14,295)
      paid).
 
 On
      January 11, 2007, the Company abandoned its interest in the
      property.
 
 The
      property option agreement and related costs were undertaken by FRC prior
      to December 29, 2006, the date of the reverse merger and recapitalization
      (Note 3). Consequently, the costs associated with this transaction are not
      included in these financial
statements.
  Note
      6
                Related Party
      Transactions
 
 The
amount due to related party is due to the Company’s director and is unsecured,
non-interest bearing and has no specific terms for repayment.
 
 Note
      7
                Capital
      Stock
 
 During
the period ended November 30, 2006, the Company issued 23,000,000 common shares
at $0.005 for total proceeds of $115,000.  The Company paid
commissions of $8,000 for net proceeds of $107,000.
  F-14
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
 
 Note
      7
                Capital Stock–
      (cont’d)
  On
      December 29, 2006, the Company issued 21,354,000 common shares as a result
      of the reverse merger and recapitalization (Note
  3).
  On
      April 5, 2007, the Company issued 240,000 common shares at $0.25 per share
      for total proceeds of $60,000 pursuant to a private
    placement.
 
 On
      November 30, 2007, the Company issued 100,000 common shares at $0.50 per
      share for total proceeds of $50,000 pursuant to a private
      placement.
  Note
      8
                    Deferred Income
      Taxes
 
 At
November 30, 2007, the Company has accumulated net operating losses in the
United States of America totalling approximately $102,000 which are available to
reduce taxable income in future taxation years.  At November 30, 2007
the Company has accumulated Canadian oil and gas resource property expenditures
aggregating $111,144 (CDN$110,000) which may be used to reduce taxable income in
future taxation years.
  The
Company's income tax expense for the years ended November 30, 2007 and 2006
differed from the United States statutory rates:
 
 Year
      ended
                          November 30,
                          2007
                    
                    November
      1,
                              2006 (Date of
                              Inception) to
                              November 30,
                              2006Effective
      tax rate
                    
                    21.35%
                    
                    
                    15.00%Statutory
      rate applied to loss before income taxes
                    $
                    (19,840)
                    
                    $
                    (1,342)Increase
      in income taxes resulting from:Change
      in valuation allowance
                    
                    19,840
                    
                    
                    1,342Income
      tax expense
                    $
                    -
                    
                    $
                    -
 
 The
significant components of the Company’s deferred tax assets are as
follows:
 
 November
      30,2007
                    
                    November
      30,2006Deferred
      tax assetsNet operating losses
      carryforward
                    $
                    21,182
                    
                    $
                    1,342Less:  valuation
      allowance
                    
                    (21,182)
                    
                    
                    (1,342)Net
      deferred tax assets
                    $
                    -
                    
                    $
                    -
  F-15
 Table of Contents
 NUANCERESOURCES CORP
 (A
Development Stage Company)
 NOTES TO
THE CONSOLIDATED FINANCIAL STATEMENTS
 November
30, 2007 and 2006
 (Stated in US
Dollars)
  Note
      8
                  Deferred Income
      Taxes – (cont’d)
 
 These
losses expire as follows:
 
 Year of Expiry
                  Loss2026
                  $
                  9,0002027
                  
                  93,000$
                  102,000
 
 The
amount taken into income as deferred tax assets must reflect that portion of the
income tax loss carryforwards that is more likely-than-not to be realized from
future operations.  The Company has chosen to provide an allowance of
100% against all available income tax loss carryforwards, regardless of their
time of expiry.
  Note
      9
                  Non-cash
      Transaction
  Investing
      and financing activities that do not have a direct impact on current cash
      flows are excluded from the statements of cash flows.  During
      the year ended November 30, 2007, the Company sold its cost interest in
      the 3D seismic data for a promissory note.  On November 30,
      2007, the Company settled the promissory note for a 20% of the Grantor’s
      working interest in the County Line 10D Hayter 10-8-40-1 W4M well (Note
      4).  This transaction has been excluded from the statements of
      cash flows.
 F-16
 Table of Contents
  Item8.   Changes In and Disagreements with
Accountants on Accounting and Financial Disclosure
 
 No events
occurred requiring disclosure under Item 304(b) of Regulation S-B that has not
already been disclosed in the Company's quarterly and current report
filings.
 
 Item8A.  Controls and Procedures
 
 We
carried out an evaluation of the effectiveness of the design and operation of
our disclosure controls and procedures (as defined in Exchange Act Rules
13a-15(e) and 15d-15(e)) as of November 30, 2007.  This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, James D. Bunney. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that, as of November 30, 2007, our disclosure controls and procedures are
effective.  There have been no significant changes in our internal
controls over financial reporting during the year ended November 30, 2007 that
have materially affected or are reasonably likely to materially affect such
controls.
 
 Disclosure
controls and procedures are controls and other procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported, within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Chief Executive Officer and Chief Financial Officer,
to allow timely decisions regarding required disclosure.
 
 Limitations on the
Effectiveness of Internal Controls
 
 Our
management does not expect that our disclosure controls and procedures or our
internal control over financial reporting will necessarily prevent all fraud and
material error. Our disclosure controls and procedures are designed to provide
reasonable assurance of achieving our objectives and our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and
procedures are effective at that reasonable assurance level.  Further,
the design of a control system must reflect the fact that there are resource
constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within our company have been detected. These inherent
limitations include the realities that judgments in decision-making can be
faulty, and that breakdowns can occur because of simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management override of the
internal control. The design of any system of controls also is based in part
upon certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under
all potential future conditions. Over time, control may become inadequate
because of changes in conditions, or the degree of compliance with the policies
or procedures may deteriorate.
  12
 Table of Contents
  Item8B.  Other
information
 
 None.
 
 PART
III
 
 Item9.  Directors, Executive Officers, Promoters and Control Persons;
Compliance with Section 16(a) of the Exchange
Act
 
 The
following information sets forth the names of our current directors and
executive officers, their ages and their present positions.
 
 Name
              Age
              Position
      Held with the CompanyJames
      D. Bunney
              72
              Chief
      Executive Officer, Chief Financial Officer,
                Principal
      Accounting Officer and DirectorJames
      Baglot
              52
              Secretary
 
 Set forth
below is a brief description of the background and business experience of
executive officers and directors.
 
 James D. Bunneyhas been our
officer and director since December 29, 2006. He has acted as a Corporate
Finance and Investor Relations consultant since 2000. Prior to that, he was the
Vice President, Director and CFO of Pemberton Energy Ltd. Mr. Bunney has also
previously served in senior management positions with both Texas T Resources
Ltd. and Priority Ventures Ltd.
 
 James Baglot has been our
Secretary since October 24, 2007.  For the past year, James Baglot has
been an employee of Sweetwater Capital Corp., a Vancouver, British Columbia
based Venture Capital Firm. For 5 years prior to that, he was the Business
Development Manager of Metafore Corporation, a Richmond, British Columbia based
Computer Software Development firm.
 
 Term
of Office
 
 Our
Directors are appointed for a one-year term to hold office until the next annual
general meeting of our shareholders or until removed from office in accordance
with our bylaws.  Our officers are appointed by our board of directors
and hold office until removed by the board.
 
 Significant
Employees
 
 We do not
have any significant employees aside from Messrs. Bunney and
Baglot.
  13
 Table of Contents
 
 Family
Relationships
 
 There are
no family relationships between or among the directors, executive officers or
persons nominated or chosen by us to become directors or executive
officers.
 
 Involvement
in Certain Legal Proceedings
 
 To the
best of our knowledge, during the past five years, none of the following
occurred with respect to our present or former director, executive officer, or
employee: (1) any bankruptcy petition filed by or against any business of which
such person was a general partner or executive officer either at the time of the
bankruptcy or within two years prior to that time; (2) any conviction in a
criminal proceeding or being subject to a pending criminal proceeding (excluding
traffic violations and other minor offenses); (3) being subject to any order,
judgment or decree, not subsequently reversed, suspended or vacated, of any
court of competent jurisdiction, permanently or temporarily enjoining, barring,
suspending or otherwise limiting his or her involvement in any type of business,
securities or banking activities; and (4) being found by a court of competent
jurisdiction (in a civil action), the SEC or the Commodities Futures Trading
Commission to have violated a federal or state securities or commodities law,
and the judgment has not been reversed, suspended or vacated.
 
 Audit
Committee
 
 We do not
have a separately-designated standing audit committee.  The entire
board of directors performs the functions of an audit committee, but no written
charter governs the actions of the board of directors when performing the
functions of that would generally be performed by an audit committee. The board
of directors approves the selection of our independent accountants and meets and
interacts with the independent accountants to discuss issues related to
financial reporting. In addition, the board of directors reviews the scope and
results of the audit with the independent accountants, reviews with management
and the independent accountants our annual operating results, considers the
adequacy of our internal accounting procedures and considers other auditing and
accounting matters including fees to be paid to the independent auditor and the
performance of the independent auditor.
 
 We do not
have an audit committee financial expert because of the size of our company and
our board of directors at this time.  We believe that we do not
require an audit committee financial expert at this time because we retain
outside consultants who possess these attributes.
 
 For the
fiscal year ending November 30, 2007, the board of directors:
 
 1.
              Reviewed
      and discussed the audited financial statements with management,
      and
 
 2.
              Reviewed
      and discussed the written disclosures and the letter from our independent
      auditors on the matters relating to the auditor's
      independence.
  14
 Table of Contents
 Based
upon the board of directors’ review and discussion of the matters above, the
board of directors authorized inclusion of the audited financial statements for
the year ended November 30, 2007 to be included in this Annual Report on Form
10-KSB and filed with the Securities and Exchange Commission.
 
 Section
16(a) Beneficial Ownership Reporting Compliance
 
 Section
16(a) of the Exchange Act requires our directors and executive officers and
persons who beneficially own more than ten percent of a registered class of the
Company’s equity securities to file with the SEC initial reports of ownership
and reports of changes in ownership of common stock and other equity securities
of the Company.  Officers, directors and greater than ten percent
beneficial shareholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file.  To the best of our
knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments
thereof) received by us during or with respect to the year ended December 31,
2006, the following persons have failed to file, on a timely basis, the
identified reports required by Section 16(a) of the Exchange Act during fiscal
year ended November 30, 2007:
 
 Name
      and principal position
              Number
      of
                late
      reports
              Transactions
      not
                timely
      reported
              Known
      failures to
                file
      a required formJames
      D. Bunney, Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer and Director
              1
              0
              0James
      Baglot, Secretary
              0
              0
              1
 
 Code of Ethics
Disclosure
 
 As of
November 30, 2007, we have not adopted a Code of Ethics for Financial
Executives, which include our principal executive officer, principal financial
officer, principal accounting officer or controller, or persons performing
similar functions.
  15
 Table of Contents
  Item10.  Executive Compensation
 
 Summary
Compensation Table
 
 The table
below summarizes all compensation awarded to, earned by, or paid to both to our
officers and to our directors for all services rendered in all capacities to us
for our fiscal years ended November 30, 2007 and 2006.
 
 We do not
pay to our directors or officers any salary or consulting fee. We anticipate
that compensation may be paid to officers in the event our formula becomes
marketable.
 
 SUMMARY
      COMPENSATION TABLENameandprincipalposition
              Year
              Salary
                ($)
              Bonus
                ($)
              Stock
                Awards
                ($)
              Option
                Awards
                ($)
              Non-Equity
                Incentive
      Plan
                Compensation
                ($)
              Nonqualified
                Deferred
                Compensation
                Earnings
      ($)
              All
      Other
                Compensation
                ($)
              Total
                ($)James
      D. Bunney, Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer and Director
              2007
                2006
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0James
      Baglot
                Secretary
              2007
                2006
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0Kent
      Kirby
                Former
                CEO
      & CFO
              2007
                2006
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
              $0
                $0
 
 Narrative
Disclosure to the Summary Compensation Table
 
 We do not
compensate our executive officers by the payment of salaries or bonus
compensation.
 
 Stock
Option Grants
 
 We have
not granted any stock options to the executive officers or directors since our
inception.
  16
 Table of Contents
  Outstanding
Equity Awards at Fiscal Year-End
 
 The table
below summarizes all unexercised options, stock that has not vested, and equity
incentive plan awards for each named executive officer as of November 30,
2007.
 
 OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR-ENDOPTION
      AWARDS
              STOCK
      AWARDSName
              Number
      of
                SecuritiesUnderlyingUnexercisedOptions
                (#)
                Exercisable
              Number
      of
                Securities
                Underlying
                Unexercised
                Options
                (#)
                Unexercisable
              Equity
                Incentive
                Plan
                Awards:
                Number
      of
                Securities
                Underlying
                Unexercised
                Unearned
                Options
                (#)
              Option
                Exercise
                Price
                ($)
              Option
                Expiration
                Date
              Number
                of
                Shares
                or
      Units
                of
                Stock
      That
                Have
                Not
                Vested
                (#)
              Market
                Value
                of
                Shares
                or
                Units
                of
                Stock
                That
                Have
                Not
                Vested
                ($)
              Equity
                Incentive
                Plan
                Awards:
                Number
                of
                Unearned
                Shares,
                Units
      or
                Other
                Rights
                That
      Have
                Not
                Vested
                (#)
              Equity
                Incentive
                Plan
                Awards:
                Market
      or
                Payout
                Value
      of
                Unearned
                Shares,
                Units
      or
                Other
                Rights
                That
                Have
      Not
                Vested
                (#)James
      D.Bunney
              -
              -
              -
              -
              -
              -
              -
              -
              -James
      Baglot
              -
              -
              -
              -
              -
              -
              -
              -
              -
 
 Compensation
of Directors
 
 The table
below summarizes all compensation of our directors as of November 30,
2007.
 
 DIRECTOR
      COMPENSATIONName
              Fees
      Earned or
                Paid
      in
                Cash
                ($)
              Stock
      Awards
                ($)
              Option
      Awards
                ($)
              Non-Equity
                Incentive
                Plan
                Compensation
                ($)
              Non-Qualified
                Deferred
                Compensation
                Earnings
                ($)
              All
                Other
                Compensation
                ($)
              Total
                ($)James
      D. Bunney
              -
              -
              -
              -
              -
              -
              -
 
 Narrative
Disclosure to the Director Compensation Table
 
 We do not
pay any cash compensation to our directors.
  17
 Table of Contents
  Item11.  Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters
 
 The
following table sets forth, as of November 30, 2007, certain information as to
shares of our common stock owned by (i) each person known by us to beneficially
own more than 5% of our outstanding common stock, (ii) each of our directors,
and (iii) all of our executive officers and directors as a group:
 
 Title
      of Class
              Name
      and address of beneficial owner
              Number
      of Shares of Common Stock
              Percentage
      of Common Stock (1)Common
      Stock
              James D.
Bunney
                601-8623 Granville St.,
      Vancouver
                B.C., CanadaV6P 582
              14,000,000
              31.3%Common
      Stock
              James
      Baglot
                601-8623 Granville St.,
      Vancouver
                B.C., CanadaV6P 582
              0
              0%Common
      Stock
              All
      Officers and Directors as a Group
              14,000,000
              31.3%5%
      ShareholdersCommon
      Stock
              Kent
      Kirby
                2708
      Yale St.
                Vancouver,
      B.C., Canada V5K 1C3
              4,000,000
              8.9%
 (1)
              The
      percent of class is based on 44,694,000 shares of common stock issued and
      outstanding as of November 30,
2007.
 
 The
persons named above have full voting and investment power with respect to the
shares indicated.  Under the rules of the Securities and Exchange
Commission, a person (or group of persons) is deemed to be a "beneficial owner"
of a security if he or she, directly or indirectly, has or shares the power to
vote or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security.  Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.
  18
 Table of Contents
  Item12.   Certain Relationships and Related
Transactions
 
 None of
the following parties has, since our date of incorporation, had any material
interest, direct or indirect, in any transaction with us or in any presently
proposed transaction that has or will materially affect us:
 
 ·
              Any
      of our directors or officers;
 ·
              Any
      person proposed as a nominee for election as a
  director;
 ·
              Any
      person who beneficially owns, directly or indirectly, shares carrying more
      than 10% of the voting rights attached to our outstanding shares of common
      stock;
 ·
              Any
      of our promoters;
 ·
              Any
      relative or spouse of any of the foregoing persons who has the same house
      address as such person.
 
 Item13.   Exhibits
 
 Exhibit
      Number
              Description3.1
              Articles
      of Incorporation (1)3.3
              By-laws
      (1)10.1
              Participation
      Agreement, dated November 30, 2007(2)31.1
              Certification of Chief Executive Officer pursuant to
      Securities Exchange Act Rule 13a-14(a)/15d-14(a), as adopted pursuant to
      Section 302 of the Sarbanes-Oxley Act of 200231.2
              Certification
      of Chief Financial Officer pursuant to Securities Exchange Act Rule
      13a-14(a)/15d-14(a), as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
              Certification of Chief Executive 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
 
 (1)
              Incorporated
      by reference to our Form SB-2 filed with the Securities and Exchange
      Commission on March 16, 2007.
 (2)
              Incorporated
      by reference to our Form 8-K filed with the Securities and Exchange
      Commission on December 19, 2007.
 
 19
 Table of Contents
  Item14.Principal Accountant Fees and
Services
 
 Audit Fees
 
 The
aggregate fees billed by our auditors for professional services rendered in
connection with a review of the financial statements included in our quarterly
reports on Form 10-QSB and the audit of our annual consolidated financial
statements for the fiscal years ended November 30, 2007 and 2006 were
approximately $17,727 and $10,000, respectively.
 
 Audit-Related Fees
 
 Our auditors did not bill any additional
fees for assurance and related services that are reasonably related to the
performance of the audit or review of our financial
statements.
 
 Tax Fees
 
 The aggregate fees billed by our
auditors for professional services for tax compliance, tax advice, and tax
planning were $9,717 and $10,000 for the fiscal years endedNovember 30,
2007 and 2006.
 
 All Other Fees
 
 The aggregate fees billed by our
auditors for all other non-audit services, such as attending meetings and other
miscellaneous financial consulting, for the fiscal years endedNovember
30, 2007 and 2006were $0 and $0
respectively.
 20
 Table of Contents
  SIGNATURES
 
 In accordance withSection 13or15(d) of the Exchange Act, theregistrantcaused this report to be signedon its behalf by the
undersigned, thereunto duly authorized.
 
 Nuance
Resources Corp.
 
 By:
              /s/
      James D. BunneyJames
      D. Bunney
                President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer and DirectorFebruary
      6, 2008
 
 In accordance with the Exchange Act,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated:
  By:
              /s/
      James D. BunneyJames
      D. Bunney
                President,
      Chief Executive Officer, Chief Financial Officer, Principal Accounting
      Officer and DirectorFebruary
      6, 2008