---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-K

(Mark One)

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

For the fiscal year ended December 31, 2008

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

For the transition period from ______________
to________________

Commission file number 000-32981

TUSCANY MINERALS,
LTD.(Exact name of registrant as specified in its
charter)

|Washington                                                           | 98-0335259                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|                                                                     |                                     
|780 - 333 Seymour Street, Vancouver, British
      Columbia          | V6B 5A6                             
|(Address of principal executive offices)                             | (Zip Code)                          

Registrants telephone number, including area code
604.909.0313

Securities registered under Section 12(b) of the Act:

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

Securities registered under Section 12(g) of the Act:

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

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

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

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

Indicate by check mark if disclosure of delinquent filers pursuant
  to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained
  herein, and will not be contained, to the best of registrants knowledge,
  in definitive proxy or information statements incorporated by reference in Part
  III of this Form 10-K or any amendment to this Form 10-K. [ ]

- 1 -

---

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

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

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

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold, or the average bid and asked price of such
common equity, as of the last business day of the registrants most recently
completed second fiscal quarter: $1,103,250 based on a price of $0.25 per
share multiplied by 4,413,000 common shares held by non-affiliates. The common
shares of the Issuer have not traded to date. As a result, aggregate market
value has been determined by the issue price per share of the last private
placement of the Issuer, whereby 38,000 common shares were issued at $0.25 per
common share in November 2000.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
  PROCEEDINGS DURING THE PAST FIVE YEARS:

Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12, 13 or 15(d) of the
Securities Exchange Act of 1934 subsequent to the distribution of securities
under a plan confirmed by a court.Yes[ ] No[ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the
registrants classes of common stock, as of the latest practicable date.
12,538,000 shares of common stock as of March 16, 2009.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which
the document is incorporated: (1) any annual report to security holders; (2) any
proxy or information statement; and (3) any prospectus filed pursuant to Rule
424(b) or (c) of the Securities Act of 1933. The listed documents should be
clearly described for identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). Not Applicable

- 2 -

---

PART I

Forward Looking Statements.

This report contains forward-looking statements.
Forward-looking statements are projections in respect of future events or our
future financial performance. In some cases, you can identify forward-looking
statements by terminology such as may, should, intends, expects,
plans, anticipates, believes, estimates, predicts, potential, or
continue or the negative of these terms or other comparable terminology. These
statements are only predictions and involve known and unknown risks,
uncertainties and other factors, including the risks in Item 1A Risk Factors
commencing on page 5 of this report, which may cause our or our industrys
actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied
by these forward-looking statements.

Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law,
including the securities laws of the United States, we do not intend to update
any of the forward-looking statements to conform these statements to actual
results.

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

As used in this report and unless otherwise indicated, the
terms we, us and our refer to Tuscany Minerals, Ltd.

ITEM 1. BUSINESS

We were incorporated on October 5, 2000 under the laws of the
state of Nevada. On May 17, 2006, we incorporated a wholly-owned Washington
subsidiary for the sole purpose of redomiciling to the State of Washington
through a merger with our subsidiary. Effective June 26, 2006, we merged with
and into our subsidiary, Tuscany Minerals, Ltd., a Washington company, with the
surviving company being Tuscany Minerals, Ltd., the Washington company. As a
result of this transaction, we have redomiciled from the State of Nevada to the
State of Washington. The existing bylaws of Tuscany Minerals, Ltd., the
Washington company, remain as the bylaws of the surviving corporation. On
October 9, 2008, we incorporated a wholly-owned Wyoming corporation.

We are an exploration stage company that has not yet generated
or realized any revenues from our business operations. Our company does not
currently own any property interests.

As an exploration stage company, we are currently seeking
opportunities to acquire prospective or existing mineral properties, prospective
or producing oil and gas properties or other oil and gas resource related
projects. We are also seeking opportunities outside of the resources sector.
Simultaneously, we are seeking business opportunities with established business
entities for the merger of a target business with our company. In certain
instances, a target business may wish to become a subsidiary of us or may wish
to contribute assets to us rather than merge. We are currently in negotiations
with one party to enter into a business opportunity but we have not entered into
any definitive agreement to date and there can be no assurance that we will be
able to enter into any definitive agreement. We anticipate that any new
acquisition or business opportunities by our company will require additional
financing. There can be no assurance, however, that we will be able to acquire
the financing necessary to enable us to pursue our plan of operation. If our
company requires additional financing and we are unable to acquire such funds,
our business may fail.

Management of our company believes that there are perceived
benefits to being a reporting company with a class of publicly-traded
securities. These are commonly thought to include: (i) the ability to use
registered securities to acquire assets or businesses; (ii) increased visibility
in the financial community; (iii) the facilitation of borrowing from financial
institutions; (iv) improved trading efficiency; (v) stockholder liquidity; (vi)
greater ease in subsequently raising capital; (vii) compensation of key
employees through stock options; (viii) enhanced corporate image; and (ix) a
presence in the United States capital market.

- 3 -

---

We may seek a business opportunity with entities who have
recently commenced operations, or entities who wish to utilize the public
marketplace in order to raise additional capital in order to expand business
development activities, to develop a new product or service, or for other
corporate purposes. We may acquire assets and establish wholly-owned
subsidiaries in various businesses or acquire existing businesses as
subsidiaries.

In implementing a structure for a particular business
acquisition or opportunity, we may become a party to a merger, consolidation,
reorganization, joint venture, or licensing agreement with another corporation
or entity. We may also acquire stock or assets of an existing business. Upon the
consummation of a transaction, it is likely that our present management will no
longer be in control of our company. In addition, it is likely that our officer
and director will, as part of the terms of the acquisition transaction, resign
and be replaced by one or more new officers and directors.

As of the date hereof, management has not entered into any
formal written agreements for a business combination or opportunity. When any
such agreement is reached, we intend to disclose such an agreement by filing a
current report on Form 8-K with the Securities and Exchange Commission.

We anticipate that the selection of a business opportunity in
which to participate will be complex and without certainty of success.
Management believes that there are numerous firms in various industries seeking
the perceived benefits of being a publicly registered corporation. Business
opportunities may be available in many different industries and at various
stages of development, all of which will make the task of comparative
investigation and analysis of such business opportunities extremely difficult
and complex. We can provide no assurance that we will be able to locate
compatible business opportunities.

As an exploration stage company, we are not able to fund our
cash requirements through our current operations. Historically, we have been
able to raise a limited amount of capital through private placements of our
equity stock, but we are uncertain about our continued ability to raise funds
privately. Further, we believe that our company may have difficulties raising
capital until we locate a prospective property through which we can pursue our
plan of operation. If we are unable to secure adequate capital to continue our
acquisition efforts, our shareholders may lose some or all of their investment
and our business may fail.

Competition

We are an exploration stage company engaged in the acquisition
of a prospective mineral or oil and gas property and are also seeking other
opportunities outside the resource sector. As we currently do not own an
interest in a mineral or oil and gas property or in any other business, we
compete with other companies for both the acquisition of prospective properties
and businesses and the financing necessary to develop such properties or
businesses.

We conduct our business in an environment that is highly
competitive and unpredictable. In seeking out prospective properties and other
businesses, we have encountered intense competition in all aspects of our
proposed business as we compete directly with other development stage companies
as well as established international companies. Many of our competitors are
national or international companies with far greater resources, capital and
access to information than us. Accordingly, these competitors may be able to
spend greater amounts on the acquisition of prospective properties and on the
exploration and development of such properties or the acquisition of other
businesses. In addition, they may be able to afford greater geological expertise
in the exploration and exploitation of mineral and oil and gas properties or
greater expertise in other businesses. This competition could result in our
competitors having resource properties or businesses of greater quality and
attracting prospective investors to finance the development of such properties
or businesses on more favorable terms. As a result of this competition, we may
become involved in an acquisition with more risk or obtain financing on less
favorable terms.

Compliance with Government Regulation

We will not know the government regulations and the cost of compliance
  with such regulations with which we must comply until such time as we acquire
  an interest in a particular mineral or oil and gas property or other business.
  If we are successful in acquiring a property interest or business, we will be
  required to comply with the regulations of governmental authorities and agencies
  applicable to the federal, state or provincial and local jurisdictions where
  the property or business is located. Exploitation and development of mineral
  and oil and gas properties may require prior approval from applicable governmental
  regulatory agencies. There can be no assurance that such approvals will be obtained.

- 4 -

---

If our activities should advance to the point where we engage
  in mining or oil and gas operations, we could become subject to environmental
  regulations promulgated by federal, state or provincial, and local government
  agencies as applicable. Environmental legislation provides for restrictions
  and prohibitions on spills, releases or emissions of various substances produced
  in association with the mining and oil and gas industries which could result
  in environmental liability. A breach or violation of such legislation may result
  in the imposition of fines and penalties. In addition, certain types of operations
  require the submission and approval of environmental impact assessments. Environmental
  assessments are increasingly imposing higher standards, greater enforcement,
  fines and penalties for non-compliance. Environmental assessments of proposed
  projects carry a heightened degree of responsibility for companies, directors,
  officers and employees. The cost of compliance in respect of environmental regulation
  has the potential to reduce the profitability of any future revenues that our
  company may generate.

Employees

Our company is currently operated by Ross Tocher as our
president and chief executive officer and J. Stephen Barley as our chief
financial officer, secretary, treasurer and director. We anticipate that we will
be conducting most of our business through agreements with consultants and third
parties. Ross Tocher and J. Stephen Barley do not have an employment agreement
with us.

Subsidiaries

We have one wholly-owned Wyoming subsidiary.

Intellectual Property

We do not own, either legally or beneficially, any patent or
trademark.

ITEM 1A. RISK FACTORS

Risks Related to our Business

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

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

We have had negative cash flows from operations and if we
are not able to obtain further financing, our business operations may fail.

We had cash in the amount of $659 and a working capital deficit
  of $650,303 as of December 31, 2008. We do not have sufficient funds to independently
  finance the acquisition of suitable business opportunities, nor do we have the
  funds to independently finance our daily operating costs. We do not expect to
  generate any revenues for the foreseeable future. Accordingly, we will require
  additional funds, either from equity or debt financing, to maintain our daily
  operations and to locate and acquire suitable business opportunities. Obtaining
  additional financing is subject to a number of factors, including market acceptance
  of projects, investor acceptance of any business opportunity we may acquire
  in the future, and investor sentiment. Financing, therefore, may not be available
  on acceptable terms, if at all.

- 5 -

---

The most likely source of future funds presently available to
  us is through the sale of equity capital. Any sale of share capital, however,
  will result in dilution to existing shareholders. If we are unable to raise
  additional funds when required, we may be forced to delay our plan of operation
  and our entire business may fail.

We currently do not generate revenues, and as a result, we
face a high risk of business failure.

We do not hold an interest in any business or revenue
generating property or business. From the date of our incorporation, we have
primarily focused on the location and acquisition of mineral and oil and gas
properties. We have not generated any revenues to date. In order to generate
revenues, we will incur substantial expenses in the location, acquisition and
development of a prospective property or the acquisition of a suitable business.
We therefore expect to incur significant losses into the foreseeable future. We
recognize that if we are unable to generate significant revenues from our
activities, our entire business may fail. There is no history upon which to base
any assumption as to the likelihood that we will be successful in our plan of
operation, and we can provide no assurance to investors that we will generate
any operating revenues or achieve profitable operations.

The worldwide macroeconomic downturn may reduce the ability
of our company to obtain the financing necessary to continue our business and
may reduce the number of viable businesses that we may wish to acquire.

In 2008 and 2009, there has been a downturn in general
worldwide economic conditions due to many factors, including the effects of the
subprime lending and general credit market crises, volatile but generally
declining energy costs, slower economic activity, decreased consumer confidence
and commodity prices, reduced corporate profits and capital spending, adverse
business conditions, increased unemployment and liquidity concerns. In addition,
these macroeconomic effects, including the resulting recession in various
countries and slowing of the global economy, will likely result in decreased
business opportunities as potential target companies face increased financial
hardship. Tightening credit and liquidity issues will also result in increased
difficulties for our company to raise capital for our continued operations and
to consummate a business opportunity with a viable business.

Due to the speculative nature of the exploration of mineral
and oil and gas properties, there is substantial risk that our business will
fail.

The business of mineral and oil and gas exploration and
development is highly speculative involving substantial risk. There is generally
no way to recover any funds expended on a particular property unless reserves
are established and unless we can exploit such reserves in an economic manner.
We can provide investors with no assurance that any property interest that we
may acquire will provide commercially exploitable reserves. Any expenditures by
our company in connection with locating, acquiring and developing an interest in
a mineral or oil and gas property may not provide or contain commercial
quantities of reserves.

Even if we discover commercial reserves, we may not be able
to successfully obtain commercial production.

Even if we are successful in acquiring an interest in a
property that has proven commercial reserves of minerals or oil and gas, we will
require significant additional funds in order to place the property into
commercial production. We can provide no assurance to investors that we will be
able to obtain the financing necessary to extract such reserves.

If we are unable to hire and retain key personnel, we may
not be able to implement our plan of operation and our business may
fail.

Our success will be largely dependent on our ability to hire
and retain highly qualified personnel. This is particularly true in the highly
technical businesses of mineral and oil and gas exploration. These individuals
may be in high demand and we may not be able to attract the staff we need. In
addition, we may not be able to afford the high salaries and fees demanded by
qualified personnel, or we may fail to retain such employees after they are
hired.

At present, we have not hired any key personnel. Our failure to
hire key personnel when needed will have a significant negative effect on our
business.

- 6 -

---

Because our executive officers do not have formal training
specific to mineral and oil and gas exploration, there is a higher risk our
business will fail.

While our sole director and executive officers have experience
managing a mineral exploration company, they do not have formal training as a
geologist. Accordingly, our management may not fully appreciate many of the
specific requirements related to working within the mining and oil and gas
industry. Our management decisions may not take into account standard
engineering or managerial approaches commonly used by such companies.
Consequently, our operations, earnings, and ultimate financial success could be
negatively affected due to our management's lack of experience in the industry.

Our executive officers have other business interests, and as
a result, they may not be willing or able to devote a sufficient amount of time
to our business operations, thereby limiting the success of our company.

Ross Tocher, our president and chief executive officer,
presently spends approximately 15% of his business time on business management
services for our company and J. Stephen Barley, our chief financial officer,
secretary, treasurer and director, presently spends approximately 15% of his
business time on business management services for our company. At present, Mr.
Tocher and Mr. Barley spend a reasonable amount of time in pursuit of our
companys interests. Due to the time commitments from Mr. Tocher and Mr.
Barleys other business interests, however, Mr. Tocher and Mr. Barley may not be
able to provide sufficient time to the management of our business in the future
and our business may be periodically interrupted or delayed as a result of Mr.
Tocher and Mr. Barleys other business interests.

Our common stock is illiquid and shareholders may be unable
to sell their shares.

There is currently a limited market for our common stock and we
can provide no assurance to investors that a market will develop. If a market
for our common stock does not develop, our shareholders may not be able to
re-sell the shares of our common stock that they have purchased and they may
lose all of their investment. Public announcements regarding our company,
changes in government regulations, conditions in our market segment or changes
in earnings estimates by analysts may cause the price of our common shares to
fluctuate substantially. In addition, stock prices for junior mining and oil and
gas companies fluctuate widely for reasons that may be unrelated to their
operating results. These fluctuations may adversely affect the trading price of
our common shares.

Penny stock rules will limit the ability of our stockholders
to sell their stock.

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

- 7 -

---

The Financial Industry Regulatory Authority, or FINRA, has
adopted sales practice requirements which may also limit a shareholder's ability
to buy and sell our stock.

In addition to the "penny stock" rules described above, FINRA
has adopted rules that require that in recommending an investment to a customer,
a broker-dealer must have reasonable grounds for believing that the investment
is suitable for that customer. Prior to recommending speculative low priced
securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer's financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, FINRA believes that there is a high probability that speculative
low priced securities will not be suitable for at least some customers. FINRA
requirements make it more difficult for broker-dealers to recommend that their
customers buy our common stock, which may limit your ability to buy and sell our
stock and have an adverse effect on the market for its shares.

ITEM 2. PROPERTIES.

Executive Offices

Our principal office is located at 780 - 333 Seymour Street,
Vancouver British Columbia V6B 5A6. Our officer, currently provides this space
to us free of charge. This space may not be available to us free of charge in
the future. We do not own any real property.

ITEM 3. LEGAL PROCEEDINGS.

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

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

None.

- 8 -

---

PART II

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

Market for Securities

Our stock is listed for quotation on the OTC Bulletin Board
under the trading symbol TCAY.OB. Our common shares initially began trading on
the OTC Bulletin Board in October 2001. During the last two years, however, our
common shares have not traded on the OTC Bulletin Board.

Pacific Stock Transfer Company is the registrar and transfer
agent for our common shares. Their address is 500 E. Warm Springs Road, Suite
240, Las Vegas, NV 89119 Telephone: (702) 361-3033; Facsimile: (702)
433-1979.

Holders of our Common Stock

As of March 16, 2009, there were 41 registered holders of
record of our common stock. As of such date, 12,538,000 common shares were
issued and outstanding.

Dividend Policy

We have not declared or paid any cash dividends since
inception. Although there are no restrictions that limit our ability to pay
dividends on our common shares, we intend to retain future earnings, if any, for
use in the operation and expansion of our business and do not intend to pay any
cash dividends in the foreseeable future.

Securities Authorized for Issuance Under Equity Compensation
Plans

We do not have any equity compensation plans.

Recent Sales of Unregistered Securities

We have not sold any equity securities that were not registered
under the Securities Act during the fiscal year ended December 31, 2008.

Purchases of Equity Securities by the Issuer and Affiliated
Purchasers

We did not purchase any of our shares of common stock or other
securities during our fiscal year ended December 31, 2008.

ITEM 6. SELECTED FINANCIAL DATA.

Not Applicable.

ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATION

The following discussion should be read in conjunction with our
audited financial statements and the related notes that appear elsewhere in this
annual report. The following discussion contains forward-looking statements that
reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward looking statements. Factors that
could cause or contribute to such differences include those discussed below and
elsewhere in this annual report.

Our audited financial statements are stated in United States
dollars and are prepared in accordance with United States generally accepted
accounting principles.

- 9 -

---

Plan of Operations and Cash Requirements over the Next 12
Months

We are a junior exploration stage company that has not yet
generated or realized any revenues from our business operations. Our company
does not currently own any property interests.

We are currently seeking opportunities to acquire prospective
or existing mineral properties, prospective or producing oil and gas properties
or other oil and gas resource related projects. Simultaneously, we are seeking
business opportunities with established business entities for the merger of a
target business with our company including businesses not having a resource
focus. In certain instances, a target business may wish to become a subsidiary
of us or may wish to contribute assets to us rather than merge. We are currently
in negotiations with one party to enter into a business opportunity but we have
not entered into any definitive agreements to date and there can be no assurance
that we will be able to enter into any definitive agreements. We anticipate that
any new acquisition or business opportunities by our company will require
additional financing. There can be no assurance, however, that we will be able
to acquire the financing necessary to enable us to pursue our plan of operation.
If our company requires additional financing and we are unable to acquire such
funds, our business may fail.

Even if we are able to acquire an interest in a mineral or oil
and gas property or enter into a non-resource business opportunity and obtain
the necessary funding, there is no assurance that any revenues would be
generated by us or that revenues generated would be sufficient to provide a
return to investors.

Anticipated Cash Requirements

We anticipate that we will incur the following expenses over
the next twelve months:

|1. | $25,000 in connection with our company locating,
      evaluating and negotiating potential business opportunities;                                                                                 
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                     
|2. | $10,000 for operating expenses, including professional
      legal and accounting expenses associated with our company being a
      reporting issuer under the Securities Exchange Act of 1934; and
|   |                                                                                                                                                                                                     
|3. | $63,000 for management, advisory and administrative costs
      payable pursuant to the terms of the consulting agreement with CHM
      Financial Services Inc.                                    

We will incur additional expenses if we are successful in
entering into an agreement to acquire an interest in a prospective or existing
mineral property, a prospective or producing oil or gas property or a
non-resource business opportunity. If we acquire any property interests, we will
require significant funds to develop the property in addition to any acquisition
costs. It is not possible to estimate such funding requirements until such time
as we enter into a definitive agreement to acquire an interest in a property or
enter into a business combination.

We require a minimum of approximately $98,000 to proceed with
our plan of operation over the next twelve months, exclusive of any acquisition
or development costs. This amount may also increase if we are required to carry
out due diligence investigations in regards to any prospective property or
business opportunity or if the costs of negotiating the applicable transaction
are greater than anticipated. As we had cash in the amount of $659 and a working
capital deficit in the amount of $650,303 as of December 31, 2008, we do not
have sufficient working capital to enable us to carry out our stated plan of
operation for the next twelve months. On January 28, 2009, and subsequent to the
year ended December 31, 2008, we issued a $9,188 promissory note to In Touch
Digital Media Inc., a wholly-owned company of Ross Tocher, an officer of our
company. The promissory note bears 8% interest, is unsecured and is payable on
demand. Additionally, we issued a $23,293 promissory note to In Touch Digital
Media Inc. on February 18, 2009 under the same terms. Although the issuance of
the promissory notes provided funds for short-term obligations, we require
additional significant funds in order to eliminate our working capital
deficiency and fund our plan of operations. We plan to complete private
placement sales of our common stock in order to raise the funds necessary to
pursue our plan of operation and to fund our working capital deficit in order to
enable us to pay our accounts payable and accrued liabilities. We currently do
not have any arrangements in place for the completion of any private placement
financings and there is no assurance that we will be successful in completing
any private placement financings.

- 10 -

---

Due to the current financial crisis, there can be no assurance
that additional financing will be available when needed or, if available, on
commercially reasonable terms. If we are not able to obtain additional financing
on a timely basis, we may not be able to meet our obligations as they come due
and may be forced to scale down or perhaps even cease business operations.

Liquidity and Capital Resources

Our financial position as at December 31, 2008 and December 31,
2007 and the changes for the years then ended are as follows:

|Working Capital     |   |              |   |   |              |  
|------------------- | - | ------------ | - | - | ------------ | -
|                    |   | As at        |   |   | As at        |  
|                    |   | December 31, |   |   | December 31, |  
|                    |   | 2008         |   |   | 2007         |  
|Current Assets      | $ | 659          |   | $ | 1,234        |  
|Current Liabilities |   | (650,962     | ) |   | (547,125     | )
|Working Capital     | $ | (650,303     | ) | $ | (545,891     | )

Our working capital deficiency increased from $545,891 at
December 31, 2007 to $650,303 at December 31, 2008 as a result of incurring
operational expenses during the period. On January 28, 2009, and subsequent to
the year ended December 31, 2008, we issued a $9,188 promissory note to In Touch
Digital Media Inc., a wholly-owned company of Ross Tocher, an officer of our
company. The promissory note bears 8% interest, is unsecured and is payable on
demand. Additionally, we issued a $23,293 promissory note to In Touch Digital
Media Inc. on February 18, 2009 under the same terms. Although the issuance of
the promissory notes provided funds for short-term obligations, we require
additional significant funds in order to eliminate our working capital
deficiency and fund our plan of operations.

|Cash Flows                                  |   |              |   |   |              |  
|------------------------------------------- | - | ------------ | - | - | ------------ | -
|                                            |   | Year Ended   |   |   | Year Ended   |  
|                                            |   | December 31, |   |   | December 31, |  
|                                            |   | 2008         |   |   | 2007         |  
|Net cash used in Operating Activities       | $ | (56,022      | ) | $ | (37,955      | )
|Net cash provided in Financing Activities   |   | 55,447       |   |   | 38,793       |  
|Increase (Decrease) in Cash during the Year | $ | (575         | ) | $ | 838          |  
|Cash, Beginning of Year                     |   | 1,234        |   |   | 396          |  
|Cash, End of Year                           | $ | 659          |   | $ | 1,234        |  

During the year ended December 31, 2008, our net cash used in
operating activities increased due to an increased net loss for the year as
compared to the year ended December 31, 2007. During the year ended December 31,
2008, our net cash from financing activities increased over the prior period
ended December 31, 2007 due to funds provided from notes payable that were
issued to related parties.

Results of Operations for year ended December 31,
2008

The following summary should be read in conjunction with our
audited financial statements for the years ended December 31, 2008 and 2007
included herein.

|                               |   | Year Ended   |  |   | Year Ended   | 
|------------------------------ | - | ------------ |  | - | ------------ | 
|                               |   | December 31, |  |   | December 31, | 
|                               |   | 2008         |  |   | 2007         | 
|Expenses                       | $ |              |  | $ |              | 
|Filing and stock transfer fees |   | 2,801        |  |   | 1,258        | 
|Interest                       |   | 31,045       |  |   | 27,743       | 
|Management fees                |   | 15,287       |  |   | 9,000        | 
|Office and sundry              |   | 645          |  |   | 2,388        | 

- 11 -

---

|                  |   | Year Ended   |  |   | Year Ended   | 
|----------------- | - | ------------ |  | - | ------------ | 
|                  |   | December 31, |  |   | December 31, | 
|                  |   | 2008         |  |   | 2007         | 
|Professional fees |   | 54,634       |  |   | 33,802       | 
|Total expenses    | $ | 104,412      |  | $ | 74,191       | 
|Net Loss          | $ | 104,412      |  | $ | 74,191       | 

Revenue

We are a development stage company and have not generated any
revenues from our business operations since inception. Our company does not
currently own any property interests.

Expenses

Our operating expenses for the year ended December 31, 2008
were $104,412 compared to $74,191 for the year ended December 31, 2007. This
increase in operating expenses of $30,221 was primarily due to minor increases
in filing and stock transfer fees and interest expense which were offset by
minor decreases in office and sundry. Larger increases in expenses consisted of
a $6,287 increase in management fees resulted from the entry into a new
consulting agreement with CHM Financial Services Inc., which is a wholly-owned
company of our sole director. Our company also incurred a $20,832 increase in
professional fees which consisted mostly of legal fees incurred in connection
with our companys compliance with securities laws.

Going Concern

Due to the uncertainty of our ability to meet our current
operating and capital expenses, in their report on the annual financial
statements for the year ended December 31, 2008, our independent auditors
included an explanatory paragraph regarding concerns about our ability to
continue as a going concern.

There is substantial doubt about our ability to continue as a
going concern as the continuation of our business is dependent upon our company
locating and acquiring a business opportunity, and achieving a profitable level
of operation. The issuance of additional equity securities by us could result in
a significant dilution in the equity interests of our current shareholders.
Obtaining commercial loans, assuming those loans would be available, will
increase our liabilities and future cash commitments.

Summary of Significant Accounting Policies

The preparation of financial statements in conformity with
United States generally accepted accounting principles requires management to
make estimates and assumptions that affect the amounts reported in the financial
statements and accompanying disclosures of our company. Although these estimates
are based on managements knowledge of current events and actions that our
company may undertake in the future, actual results may differ from such
estimates.

Cash

Cash consists of cash on deposit with high quality major
financial institutions, and to date has not experienced losses on any of its
balances. The carrying amounts approximated fair market value due to the
liquidity of these deposits.

Use of Estimates

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

- 12 -

---

Basic and Diluted Loss Per Share

Our company computes loss per share in accordance with SFAS No.
128  Earnings Per Share (SFAS No. 128). Under the provisions of SFAS No.
128, basic loss per share is computed using the weighted average number of
common stock outstanding during the periods. Diluted loss per share is computed
using the weighted average number of common and potentially dilutive common
stock outstanding during the period. As our company generated net losses in the
period presented, the basic and diluted loss per share is the same as any
exercise of options or warrants would anti-dilutive.

Financial Instruments

Our companys financial instruments consist of cash on deposit,
accounts payable and accrued liabilities, notes payable and promissory note
payable.

Management of our company does not believe that our company is
subject to significant interest, currency or credit risks arising from these
financial instruments. The respective carrying values of financial instruments
approximate their fair values. Fair values were assumed to approximate carrying
values since they are short term in nature or they are receivable or payable on
demand.

Income Taxes

Our company has adopted SFAS No. 109  Accounting for Income
taxes (SFAS No. 109). This standard requires the use of an asset and
liability approach for financial accounting, and reporting on income taxes. If
it is more likely than not that some portion or all of a deferred tax asset will
not be realized, a valuation allowance is recognized.

Recent Accounting Pronouncements

In March 2008, the Financial Accounting Advisory Board (FASB)
issued FASB Statement No. 161, Disclosures about Derivative Instruments and
Hedging Activities  An Amendment of FASB Statement No. 133 (SFAS 161). SFAS
161 amends and expands the disclosure requirements of Statement 133 with the
intent to provide users of financial statements with an enhanced understanding
of how and why an entity uses derivative instruments, how derivative instruments
and related hedged items are accounted for under Statement 133 and its related
interpretations, and how derivative instruments and related hedged items affect
an entitys financial position, financial performance, and cash flows. SFAS 161
is effective for fiscal years, and interim periods within those fiscal years,
beginning on or after November 15, 2008. Our company will adopt SFAS 161 in
December, 2009. Management has not determined the effect that adopting this
statement would have on our companys financial position or results of
operations.

In May 2008, the FASB issued SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles, or SFAS 162. SFAS 162 is intended to
improve financial reporting by identifying a consistent framework, or hierarchy,
for selecting accounting principles to be used in preparing financial statements
that are presented in conformity with U.S. GAAP for nongovernmental entities.
SFAS 162 is effective 60 days following the Securities and Exchange Commissions
approval of the Public Company Accounting Oversight Boards amendments to AU
Section 411, The Meaning of Present Fairly in Conformity with Generally
Accepted Accounting Principles. Our company is currently evaluating the impact
of adopting SFAS 162 but does not expect that it will have a significant effect
on our financial position, cash flows or results of operations.

In May 2008, the FASB issued FSP Accounting Principles Board
Opinion No. 14-1, Accounting for Convertible Debt Instruments That May Be
Settled in Cash upon Conversion (Including Partial Cash Settlement) (FSP
14-1). FSP 14-1 requires issuers of convertible debt instruments that may be
settled in cash to separately account for the liability and equity components in
a manner that will reflect the entitys nonconvertible debt borrowing rate when
interest cost is recognized in periods subsequent to adoption. Upon adoption of
FSP 14-1, our company will allocate a portion of the proceeds received from the
issuance of convertible notes between a liability and equity component by
determining the fair value of the liability component using our companys
non-convertible debt borrowing rate.

- 13 -

---

The difference between the proceeds of the notes and the fair
value of the liability component will be recorded as a discount on the debt with
a corresponding offset to paid-in-capital. The resulting discount will be
accreted by recording additional non-cash interest expense over the expected
life of the convertible notes using the effective interest rate method. The
provisions of FSP 14-1 are to be applied retrospectively to all periods
presented upon adoption and are effective for fiscal years beginning after
December 15, 2008 and interim periods within those fiscal years. Our company is
in the process of evaluating the impact FSP 14-1 will have on our companys
financial position and results of operations upon adoption.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have
or are reasonably likely to have a current or future effect on our financial
condition, changes in financial position, revenues and expenses, results of
operations, liquidity, capital expenditures or capital resources that are
material to stockholders.

- 14 -

---

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

TUSCANY MINERALS, LTD.(An Exploration Stage
Company)

FINANCIAL STATEMENTS

DECEMBER 31, 2008 AND 2007(Stated in U.S.
Dollars)

- 15 -

---



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

To the Directors and Stockholders of Tuscany Minerals,
Ltd.(An Exploration Stage Company)

We have audited the accompanying balance sheets of Tuscany
Minerals, Ltd. (an exploration stage company) as of December 31, 2008 and 2007,
and the related statements of operations and cash flows for each of the two
years in the period ended December 31, 2008, and for the cumulative period from
October 5, 2000 (date of inception) to December 31, 2008, and stockholders
equity (deficiency) for the cumulative period from October 5, 2000 (date of
inception) to December 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 2008 and 2007, and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2008, and for
the cumulative period from October 5, 2000 (date of inception) to December 31,
2008, in conformity with United States generally accepted accounting
principles.

The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses from
operations, has negative cash flows, has a stockholders deficiency and is
dependent upon obtaining adequate financing to fulfil its development activities
and upon future profitable operations from the development of any mineral
properties that it may acquire. These factors raise substantial doubt about its
ability to continue as a going concern. Managements plans in regard to these
matters are also discussed in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

Vancouver, Canada

|               | Morgan & Company   
|-------------- | ---------------------
|               |                      
|March 20, 2009 | Chartered Accountants



- 16 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|BALANCE SHEETS                
|(Stated in U.S. Dollars)      

|                                                             |   | DECEMBER 31 |   |   | DECEMBER 31 |  
|------------------------------------------------------------ | - | ----------- | - | - | ----------- | -
|                                                             |   | 2008        |   |   | 2007        |  
|                                                             |   |             |   |   |             |  
|ASSETS                                                       |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Current                                                      |   |             |   |   |             |  
|Cash                                                         | $ | 659         |   | $ | 1,234       |  
|                                                             |   |             |   |   |             |  
|LIABILITIES                                                  |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Current                                                      |   |             |   |   |             |  
|Accounts payable and accrued liabilities                     | $ | 109,156     |   | $ | 91,811      |  
|Notes and accrued
      interest payable (Note 4)            |   | 221,119     |   |   | 153,618     |  
|Promissory note and accrued interest payable (Note 5)        |   | 320,687     |   |   | 301,696     |  
|                                                             |   | 650,962     |   |   | 547,125     |  
|                                                             |   |             |   |   |             |  
|STOCKHOLDERS DEFICIENCY                                     |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Capital Stock                                                |   |             |   |   |             |  
|Authorized:                                                  |   |             |   |   |             |  
|100,000,000 voting common shares, par value $0.001 per share |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|Issued and
      outstanding:                                |   |             |   |   |             |  
|12,538,000 (2007  12,538,000) common shares                 |   | 12,538      |   |   | 12,538      |  
|                                                             |   |             |   |   |             |  
|Additional paid-in capital                                   |   | 63,462      |   |   | 63,462      |  
|                                                             |   |             |   |   |             |  
|Deficit Accumulated During The
      Exploration Stage       |   | (726,303    | ) |   | (621,891    | )
|                                                             |   | (650,303    | ) |   | (545,891    | )
|                                                             |   |             |   |   |             |  
|                                                             |   |             |   |   |             |  
|                                                             | $ | 659         |   | $ | 1,234       |  
|                                                             |   |             |   |   |             |  

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

- 17 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF OPERATIONS      
|(Stated in U.S. Dollars)      

|                                                    |   |              |   |   |              |   |   | PERIOD
      FROM |  
|--------------------------------------------------- | - | ------------ | - | - | ------------ | - | - | ----------------- | -
|                                                    |   |              |   |   |              |   |   | DATE OF           |  
|                                                    |   |              |   |   |              |   |   | INCEPTION         |  
|                                                    |   |              |   |   |              |   |   | OCTOBER 5         |  
|                                                    |   | YEAR ENDED   |   |   | 2000 TO      |  
|                                                    |   | DECEMBER 31, |   |   | DECEMBER 31, |  
|                                                    |   | 2008         |   |   | 2007         |   |   | 2008              |  
|                                                    |   |              |   |   |              |   |   |                   |  
|Expenses                                            |   |              |   |   |              |   |   |                   |  
|Consulting fee                                      | $ | -            |   | $ | -            |   | $ | 3,193             |  
|Filing and stock
      transfer fees                |   | 2,801        |   |   | 1,258        |   |   | 8,092             |  
|Interest                                            |   | 31,045       |   |   | 27,743       |   |   | 159,918           |  
|Management fee                                      |   | 15,287       |   |   | 9,000        |   |   | 79,037            |  
|Mineral property exploration
      expenditure      |   | -            |   |   | -            |   |   | 8,500             |  
|Mineral property
      option payment               |   | -            |   |   | -            |   |   | 3,428             |  
|Office and sundry                                   |   | 645          |   |   | 2,388        |   |   | 6,521             |  
|Oil and gas
      property exploration expenditures |   | -            |   |   | -            |   |   | 202,686           |  
|Professional fees                                   |   | 54,634       |   |   | 33,802       |   |   | 216,440           |  
|Travel and
      business development               |   | -            |   |   | -            |   |   | 38,488            |  
|                                                    |   | 104,412      |   |   | 74,191       |   |   | 726,303           |  
|                                                    |   |              |   |   |              |   |   |                   |  
|Net Loss For
      The Period                       | $ | (104,412     | ) | $ | (74,191      | ) | $ | (726,303          | )
|                                                    |   |              |   |   |              |   |   |                   |  
|Basic And
      Diluted Loss Per Common Share       | $ | (0.01        | ) | $ | (0.01        | ) |   |                   |  
|                                                    |   |              |   |   |              |   |   |                   |  
|                                                    |   |              |   |   |              |   |   |                   |  
|Weighted Average Number Of Common                   |   |              |   |   |              |   |   |                   |  
|Shares
      Outstanding                            |   | 12,538,000   |   |   | 12,538,000   |   |   |                   |  

The accompanying notes are an integral part of these financial
statements

- 18 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|STATEMENTS OF CASH FLOWS      
|(Stated in U.S. Dollars)      

|                                                       |   |              |   |   |             |   |   | PERIOD
      FROM |  
|------------------------------------------------------ | - | ------------ | - | - | ----------- | - | - | ----------------- | -
|                                                       |   |              |   |   |             |   |   | DATE OF           |  
|                                                       |   |              |   |   |             |   |   | INCEPTION         |  
|                                                       |   |              |   |   |             |   |   | OCTOBER 5,        |  
|                                                       |   | YEAR ENDED   |   |   | 2000 TO     |  
|                                                       |   | DECEMBER 31, |   |   | DECEMBER 31 |  
|                                                       |   | 2008         |   |   | 2007        |   |   | 2008              |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Cash Flows (Used In) Provided By:                      |   |              |   |   |             |   |   |                   |  
|Operating Activities                                   |   |              |   |   |             |   |   |                   |  
|Net loss for the
      period                          | $ | (104,412     | ) | $ | (74,191     | ) | $ | (726,303          | )
|                                                       |   |              |   |   |             |   |   |                   |  
|Changes in
      non-cash operating working            |   |              |   |   |             |   |   |                   |  
|capital items:                                         |   |              |   |   |             |   |   |                   |  
|Accounts payable and accrued liabilities               |   | 17,345       |   |   | 8,493       |   |   | 109,156           |  
|Accrued interest payable                               |   | 31,045       |   |   | 27,743      |   |   | 159,918           |  
|                                                       |   | (56,022      | ) |   | (37,955     | ) |   | (457,229          | )
|                                                       |   |              |   |   |             |   |   |                   |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Financing Activities                                   |   |              |   |   |             |   |   |                   |  
|Proceeds from
      notes                              |   | 55,447       |   |   | 38,793      |   |   | 185,838           |  
|Proceeds from promissory note                          |   | -            |   |   | -           |   |   | 196,050           |  
|Issuance of
      common shares                        |   | -            |   |   | -           |   |   | 76,000            |  
|                                                       |   | 55,447       |   |   | 38,793      |   |   | 457,888           |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Net (Decrease) Increase In Cash                        |   | (575         | ) |   | 838         |   |   | 659               |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Cash, Beginning Of Period                              |   | 1,234        |   |   | 396         |   |   | -                 |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Cash, End Of
      Period                              | $ | 659          |   | $ | 1,234       |   | $ | 659               |  
|                                                       |   |              |   |   |             |   |   |                   |  
|                                                       |   |              |   |   |             |   |   |                   |  
|Supplemental Disclosure Of
      Cash Flow Information |   |              |   |   |             |   |  
|Interest paid                                          | $ | -            |   | $ | -           |   | $ | -                 |  
|Income taxes paid                                      | $ | -            |   | $ | -           |   | $ | -                 |  

The accompanying notes are an integral part of these financial
statements

- 19 -

---

|TUSCANY MINERALS, LTD.                                            
|------------------------------------------------------------------
|(An Exploration Stage Company)                                    
|                                                                  
|STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIENCY)                   
|                                                                  
|PERIOD FROM INCEPTION, OCTOBER 5, 2000, TO DECEMBER
      31, 2008
|(Stated in U.S. Dollars)                                          

|                                  |  |              |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|--------------------------------- |  | ------------ |  | - | ----------- |  | - | ---------- |  | - | ----------- | - | - | ----------- | - | - | -------- | -
|                                  |  |              |  |   |             |  |   |            |  |   | DEFICIT     |   |   |             |   |   |          |  
|                                  |  | COMMON STOCK |  |   | ACCUMULATED |  |   |            |  |   |             |  
|                                  |  |              |  |   |             |  |   | ADDITIONAL |  |   | DURING THE  |   |   | CUMULATIVE  |   |   |          |  
|                                  |  |              |  |   |             |  |   | PAID-IN    |  |   | EXPLORATION |   |   | TRANSLATION |   |   |          |  
|                                  |  | SHARES       |  |   | AMOUNT      |  |   | CAPITAL    |  |   | STAGE       |   |   | ADJUSTMENT  |   |   | TOTAL    |  
|                                  |  |              |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|November - Shares issued for cash |  |              |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|at $0.001                         |  | 6,500,000    |  | $ | 6,500       |  | $ | -          |  | $ | -           |   | $ | -           |   | $ | 6,500    |  
|November - Shares issued for cash |  |              |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|at $0.01                          |  | 6,000,000    |  |   | 6,000       |  |   | 54,000     |  |   | -           |   |   | -           |   |   | 60,000   |  
|December - Shares issued for cash |  |              |  |   |             |  |   |            |  |   |             |   |   |             |   |   |          |  
|at $0.25                          |  | 38,000       |  |   | 38          |  |   | 9,462      |  |   | -           |   |   | -           |   |   | 9,500    |  
|Translation adjustment            |  | -            |  |   | -           |  |   | -          |  |   | -           |   |   | 660         |   |   | 660      |  
|Net loss for the
      period     |  | -            |  |   | -           |  |   | -          |  |   | (7,310      | ) |   | -           |   |   | (7,310   | )
|Balance, December 31, 2000        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (7,310      | ) |   | 660         |   |   | 69,350   |  
|Translation adjustment            |  | -            |  |   | -           |  |   | -          |  |   | -           |   |   | (752        | ) |   | (752     | )
|Net loss for the year             |  | -            |  |   | -           |  |   | -          |  |   | (54,811     | ) |   | -           |   |   | (54,811  | )
|Balance, December 31, 2001        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (62,121     | ) |   | (92         | ) |   | 13,787   |  
|Translation adjustment            |  | -            |  |   | -           |  |   | -          |  |   | -           |   |   | 16          |   |   | 16       |  
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (24,972     | ) |   | -           |   |   | (24,972  | )
|Balance, December 31, 2002        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (87,093     | ) |   | (76         | ) |   | (11,169  | )
|Translation adjustment            |  | -            |  |   | -           |  |   | -          |  |   | -           |   |   | (205        | ) |   | (205     | )
|Net loss for the year             |  | -            |  |   | -           |  |   | -          |  |   | (271,508    | ) |   | -           |   |   | (271,508 | )
|Balance, December 31, 2003        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (358,601    | ) |   | (281        | ) |   | (282,882 | )
|Translation adjustment            |  | -            |  |   | -           |  |   | -          |  |   | -           |   |   | 281         |   |   | 281      |  
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (72,049     | ) |   | -           |   |   | (72,049  | )
|Balance, December 31, 2004        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (430,650    | ) |   | -           |   |   | (354,650 | )
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (49,562     | ) |   | -           |   |   | (49,562  | )
|Balance, December 31, 2005        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (480,212    | ) |   | -           |   |   | (404,212 | )
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (67,488     | ) |   | -           |   |   | (67,488  | )
|Balance, December 31, 2006        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (547,700    | ) |   | -           |   |   | (471,700 | )
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (74,191     | ) |   | -           |   |   | (74,191  | )
|Balance, December 31, 2007        |  | 12,538,000   |  |   | 12,538      |  |   | 63,462     |  |   | (621,891    | ) |   | -           |   |   | (545,891 | )
|Net loss for the
      year       |  | -            |  |   | -           |  |   | -          |  |   | (104,412    | ) |   | -           |   |   | (104,412 | )
|Balance, December 31, 2008        |  | 12,538,000   |  | $ | 12,538      |  | $ | 63,462     |  | $ | (726,303    | ) | $ | -           |   | $ | (650,303 | )

- 20 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|1. | NATURE OF OPERATIONS AND GOING CONCERN
|-- | --------------------------------------
|   |                                       
|   | a)                                    
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   |                                       
|   | b)                                    
|   |                                       
|   |                                       
|   |                                       
|   | c)                                    
|   |                                       
|   |                                       
|   |                                       
|   |                                       

- 21 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING
  POLICIES                                                                                                                                                                                                                                                                                                                                                                           
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The financial statements of the Company have been
      prepared in accordance with generally accepted accounting principles in
      the United States. 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
      have been made using careful judgement.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | The financial statements have, in managements opinion,
      been properly prepared within reasonable limits of materiality and within
      the framework of the significant accounting policies summarized
    below:                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                        

- 22 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | -----------------------------------------------------
|   |                                                      
|   | f)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | g)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      
|   | h)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   | i)                                                   
|   |                                                      
|   |                                                      
|   |                                                      
|   |                                                      

- 23 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | j)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In March 2008, the FASB issued FASB Statement No. 161,
      Disclosures about Derivative Instruments and Hedging Activities  An
      Amendment of FASB Statement No. 133 (SFAS 161). SFAS 161 amends and
      expands the disclosure requirements of Statement 133 with the intent to
      provide users of financial statements with an enhanced understanding of
      how and why an entity uses derivative instruments, how derivative
      instruments and related hedged items are accounted for under Statement 133
      and its related interpretations, and how derivative instruments and
      related hedged items affect an entitys financial position, financial
      performance, and cash flows. SFAS 161 is effective for fiscal years, and
      interim periods within those fiscal years, beginning on or after November
      15, 2008. The Company will adopt SFAS 161 in December, 2009. Management
      has not determined the effect that adopting this statement would have on
      the Companys financial position or results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In May 2008, the FASB issued SFAS No. 162, The Hierarchy
      of Generally Accepted Accounting Principles, or SFAS 162. SFAS 162 is
      intended to improve financial reporting by identifying a consistent
      framework, or hierarchy, for selecting accounting principles to be used in
      preparing financial statements that are presented in conformity with U.S.
      GAAP for nongovernmental entities. SFAS 162 is effective 60 days following
      the Securities and Exchange Commissions approval of the Public Company
      Accounting Oversight Boards amendments to AU Section 411, The Meaning of
      Present Fairly in Conformity with Generally Accepted Accounting
      Principles. The Company is currently evaluating the impact of adopting
      SFAS 162 but does not expect that it will have a significant effect on its
      financial position, cash flows or results of
operations.                                                                                                                                                

- 24 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In May 2008, the FASB issued FSP Accounting Principles
      Board Opinion No. 14-1, Accounting for Convertible Debt Instruments That
      May Be Settled in Cash upon Conversion (Including Partial Cash
      Settlement) (FSP 14-1). FSP 14-1 requires issuers of convertible debt
      instruments that may be settled in cash to separately account for the
      liability and equity components in a manner that will reflect the entitys
      nonconvertible debt borrowing rate when interest cost is recognized in
      periods subsequent to adoption. Upon adoption of FSP 14-1, the Company
      will allocate a portion of the proceeds received from the issuance of
      convertible notes between a liability and equity component by determining
      the fair value of the liability component using the Companys
      non-convertible debt borrowing rate. The difference between the proceeds
      of the notes and the fair value of the liability component will be
      recorded as a discount on the debt with a corresponding offset to
      paid-in-capital. The resulting discount will be accreted by recording
      additional non-cash interest expense over the expected life of the
      convertible notes using the effective interest rate method. The provisions
      of FSP 14-1 are to be applied retrospectively to all periods presented
      upon adoption and are effective for fiscal years beginning after December
      15, 2008 and interim periods within those fiscal years. The Company is in
      the process of evaluating the impact FSP 14-1 will have on the Companys
      financial position and results of operations upon adoption.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|4. | NOTES AND ACCRUED INTEREST PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Notes payable of $185,837 at December 31, 2008 (December
      31, 2007 - $130,391) are unsecured, payable on demand, and bear interest
      at 8% per annum. From the date of advancement of funds to December 31,
      2008, interest of $35,282 has been accrued (December 31, 2007 - $23,227).
      Interest expensed for the year ended December 31, 2008 amounted to $
      12,055 (December 31, 2007 - $8,804).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At December 31, 2008, $109,774 (December 31, 2007 -
      $90,697) of the notes payable and accrued interest are due to a company
      with a common director.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Also at December 31, 2008, $31,182 (December 31, 2007 -
      $Nil) of the notes payable and accrued interest are due to a company with
      a common officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|5. | PROMISSORY NOTE AND ACCRUED INTEREST
  PAYABLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | At December 31, 2008 the promissory note of $196,050
      (December 31, 2007 - $196,050) bore interest at 8% per annum and was
      repayable in full on January 28, 2004.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | The Company had entered into various loan extension
      agreements since the initial due date, including a required balloon payout
      amount of $25,000. At December 31, 2008, the expiry date is January 28,
      2009 (see Note 9). Since advancement of funds to December 31, 2008,
      interest has been accrued of $99,637 (December 31, 2007 - $80,646).
      Interest expensed for the year ended December 31, 2008 amounted to $18,991
      (2007 - $18,939).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

- 25 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|6. | RELATED PARTY TRANSACTIONS AND AMOUNTS
  OWING                                                                                                                                                                                                                                                                         
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                        
|   | For the year ended December 31, 2008, the Company carried
      out a number of transactions with related parties in the normal course of
      business. These transactions were recorded at their exchange amount, which
      is the amount of consideration established and agreed to by the related
      parties.
|   |                                                                                                                                                                                                                                                                                                                        
|   | The following are related party transactions and amounts
      owing at December 31, 2008 that are not otherwise disclosed
    elsewhere:                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                        
|7. | INCOME TAXES                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                        
|   | The provision for income taxes differs from the result
      which would be obtained by applying the statutory income tax rate of 34%
      (2007  34%) to income before income taxes. The difference results from
      the following items:                                                                         

| |                                          |   | 2008    |   |   | 2007    |  
| | ---------------------------------------- | - | ------- | - | - | ------- | -
| |                                          |   |         |   |   |         |  
| | Computed expected (benefit) income taxes | $ | (35,500 | ) | $ | (25,200 | )
| | Increase in valuation allowance          |   | 35,500  |   |   | 25,200  |  
| |                                          | $ | -       |   | $ | -       |  

- 26 -

---

|TUSCANY MINERALS, LTD.        
|------------------------------
|(An Exploration Stage Company)
|                              
|NOTES TO FINANCIAL STATEMENTS 
|                              
|DECEMBER 31, 2008 AND 2007    
|(Stated in U.S. Dollars)      

|7. | INCOME TAXES(Continued)                                                                 
|-- | ----------------------------------------------------------------------------------------
|   |                                                                                         
|   | Significant components of the Companys deferred income
      tax assets are as follows:

| |                           |   | 2008     |   |   | 2007     |  
| | ------------------------- | - | -------- | - | - | -------- | -
| |                           |   |          |   |   |          |  
| | Deferred income tax asset | $ | (246,900 | ) | $ | (211,400 | )
| | Valuation allowance       |   | 246,900  |   |   | 211,400  |  
| |                           | $ | -        |   | $ | -        |  

The Company has incurred operating
losses of approximately $726,303 which, if unutilized, will expire through to
2028. Future tax benefits, which may arise as a result of these losses, have not
been recognized in these financial statements, and have been offset by a
valuation allowance.

|8. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                           
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                   
|   | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements, rental premises or other matters. Management services
      provided are on a month to month basis.
|   |                                                                                                                                                                                                                                                                   
|9. | SUBSEQUENT EVENTS                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                   
|   | a)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | b)                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                   
|   | c)                                                                                                                                                                                                                                                                

- 27 -

---

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

None.

ITEM 9A. CONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under
the Exchange Act, our principal executive officer and principal financial
officer evaluated our companys disclosure controls and procedures (as defined
in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the
period covered by this annual report on Form 10-K. Based on this evaluation,
these officers concluded that as of the end of the period covered by this annual
report on Form 10-K, these disclosure controls and procedures were adequate to
ensure that the information required to be disclosed by our company in reports
it files or submits under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the rules and forms of the
Securities and Exchange Commission and include controls and procedures designed
to ensure that such information is accumulated and communicated to our companys
management, including our companys principal executive officer and principal
financial officer, to allow timely decisions regarding required disclosure.
Because of the inherent limitations in all control systems, no evaluation of
controls can provide absolute assurance that all control issues, 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.

Managements Report on Internal Control Over Financial
Reporting

Management is responsible for establishing and maintaining
adequate internal control over our financial reporting. In order to evaluate the
effectiveness of internal control over financial reporting, as required by
Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment,
including testing, using the criteria in Internal Control - Integrated
Framework, issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Our system of internal control over financial reporting is
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Because of its
inherent limitations, internal control over financial reporting may not prevent
or detect misstatements.

Based on our evaluation under the framework in Internal
Control-Integrated Framework, our chief executive officer and our chief
financial officer concluded that our internal control over financial reporting
were effective as of December 31, 2008.

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

This annual report does not include an attestation report of
our independent registered public accounting firm regarding internal control
over financial reporting. Our internal control over financial reporting was not
subject to attestation by our independent registered public accounting firm
pursuant to temporary rules of the Securities and Exchange Commission that
permit us to provide only managements report in this annual report.

Changes in Internal Control Over Financial
Reporting.

There were no changes in our companys internal control over
financial reporting during the quarter ended December 31, 2008 that have
materially affected, or are reasonably likely to materially affect, our
companys internal control over financial reporting.

- 28 -

---

ITEM 9B. OTHER INFORMATION.

On November 1, 2008, we entered into a consulting agreement
with CHM Financial Services Inc., whereby CHM Financial Services Inc. agreed to
provide general management consulting and advisory services to our company that
are consistent with the services ordinarily provided by an executive officer.
CHM Financial Services Inc. has agreed to provide the services through its
employee J. Stephen Barley in consideration for the payment, by our company, of
$4,290 per month. Mr. Barley is an executive officer and director of our
company.

- 29 -

---

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE

Directors and Executive Officers

As at March 16, 2009, our directors and executive officers,
their ages, positions held, and duration of such, are as follows:

Name
    Position Held with the Company
    Age
    Date First Elected or AppointedRoss Tocher
    President and Chief Executive Officer
    47
    September 10, 2008J. Stephen Barley
    Chief Financial Officer,
      Secretary, Treasurer and Director
    52
    October 5, 2000


Business Experience

The following is a brief account of the education and business
experience of each director and executive officer during at least the past five
years, indicating each persons principal occupation during the period, and the
name and principal business of the organization by which he was employed.

J. Stephen Barley

Mr. Barley has held the positions of Chief Financial Officer,
  Secretary, Treasurer and director of our company since October 5, 2000 and resigned
  as President and Chief Executive Officer on September 10, 2008. Mr. Barley received
  his Bachelor of Commerce degree from the Mount Allison University in New Brunswick,
  Canada in 1979. He received his law degree from Dalhousie University in Nova
  Scotia, Canada in 1982. Mr. Barley practiced as a lawyer with Casey & ONeill
  and successor firms from 1984 to 1991. Mr. Barley practiced as a lawyer with
  J. Stephen Barley Personal Law Corporation from 1992 to 1997. Mr. Barley specialized
  in the areas of corporate and securities law during the time of his private
  practice as a lawyer with Casey & ONeill and J. Stephen Barley Personal
  Law Corporation. Mr. Barleys clients included a number of publicly traded
  companies involved in the business of mineral exploration. Mr. Barley has been
  involved as a corporate finance consultant and as a director and investor in
  several private and public business ventures since 1997. Mr. Barley is a member
  in good standing of the Law Society of British Columbia and the Law Society
  of Alberta. Until March 2006, Mr. Barley was a director of Cervus Financial
  Group Inc., a company that was listed on the TSX Venture Exchange. In May 2005,
  Mr. Barley became a director of OMC Capital Corp., a capital pool company listed
  on the TSX Venture Exchange. In June 2007 OMC Capital Corp. amalgamated with
  ReMac Zinc Corp. and assumed the name ReMac Zinc Corp. Mr. Barley remains a
  director and officer of ReMac Zinc Corp. which is listed on the TSX Venture
  Exchange. On March 20, 2006, Mr. Barley became a director of Calypso Acquisition
  Corp., a company also listed on the TSX Venture Exchange. Calypso Acquisition
  Corp. subsequently changed its name to Calypso Uranium Corp. In July 2006, Mr.
  Barley became an officer and director of Ontario Hose Specialties Inc. which
  subsequently changed its name to Bordeaux Energy Inc. and then subsequently
  changed its name to Enterprise Energy Resources Ltd. and is listed on the TSX
  Venture Exchange. In August 2006, Mr. Barley became an officer and director
  of Centillion Industries Inc., a company listed on the NEX, which subsequently
  changed its name to Palo Duro Energy Inc. and is now listed on the TSX Venture
  Exchange. Mr. Barley has resigned as an officer of Palo Duro Energy Inc. but
  remains as a director. In September 2006, Mr. Barley became a director of Waymar
  Resources Ltd., a company listed on the TSX Venture Exchange and subsequently
  became an officer of that company. Also in September 2006, Mr. Barley became
  a director of Arrabbiata Capital Corp. which has subsequently changed its name
  to Olivut Resources Ltd. and is listed on the TSX Venture Exchange. Mr. Barley
  resigned as a director of Olivut Resources Ltd. in January 2008. Mr. Barley
  became a director of Cap-Link Ventures Ltd. in June 2007 which is listed on
  the TSX Venture Exchange and subsequently became an officer of that company.
  Mr. Barley became a director of Thor Explorations Ltd. (NPL) in July 2007 which
  is listed on the TSX Venture Exchange. Mr. Barley became a director of Redhawk
  Resources Inc. in July 2007 and became Managing Director on October 1, 2008,
  which company is also listed on the TSX Venture Exchange. Mr. Barley is a partner
  in WestPoint Merchant Ventures Inc. a private corporate finance services company.

- 30 -

---

Ross Tocher

Mr. Tocher has held the positions of President and Chief
Executive Officer since he was appointed on September 10, 2008. Mr. Tocher has
over 30 years' experience managing investment strategies for a variety of family
holding companies with interests in different industries. He was one of the
founders of British Columbia based Pan-Canadian Mortgage Group Inc.,
specializing in commercial mortgage investment, and a co-founder of British
Columbia based Gateway Casinos Ltd., which sold for CAD$1.4 billion in November
2007. Mr. Tocher was a Trustee of the Gateway Casino Income Fund, Gateway Trust
and director of Gateway G.P. Prior to January 2001 he was the President of
Marsonn Packaging Ltd., a company specialized in the repackaging of foods. He
co-founded Brew King Ltd., a British Columbia company, and manufacturer of
commercial and consumer wine-making concentrates that achieved worldwide sales
as the largest non-commercial wine producer in North America before being sold,
in 1997 to Andres Wines Ltd. Previously, Ross was also a senior executive with
the Tocher family business. Since 1998 he has experience as a director with
several private equity companies, including British Columbia based Trian
Equities Ltd., and he has been the President of Knight Ventures, Ltd., an
investment company.

Significant Employees

We have no significant employees other than the officers of our
company.

Family Relationships

There are no family relationships among our directors or
officers.

Involvement in Certain Legal Proceedings

Our directors, executive officers and control persons have not
been involved in any of the following events during the past five years:

| | 1. | any bankruptcy petition filed by or against any business
      of which such person was a general partner or executive officer either at
      the time of the bankruptcy or within two years prior to that
  time;                                                                                                            
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                
| | 2. | any conviction in a criminal proceeding or being subject
      to a pending criminal proceeding (excluding traffic violations and other
      minor 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 involvement in any type of business, securities or
      banking activities; or
| |    |                                                                                                                                                                                                                                                                                                                                
| | 4. | being found by a court of competent jurisdiction (in a
      civil action), the Securities and Exchange Commission or the Commodity
      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

Our board of directors struck an audit committee on March 6,
2009. As of this date, Stephen Barley was appointed as the sole member of the
audit committee.

Audit Committee Financial Expert

Our board of directors has determined that it does not have an
  audit committee member that qualifies as an audit committee financial
  expert as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe
  that the audit committee is capable of analyzing and evaluating our financial
  statements and understanding internal controls and procedures for financial
  reporting.

- 31 -

---

In addition, we believe that retaining an independent director
  who would qualify as an audit committee financial expert would be
  overly costly and burdensome and is not warranted in our circumstances given
  the early stages of our development and the fact that we have not generated
  revenues to date.

Nomination Procedures For Appointment of Directors

As of March 16, 2009, we did not effect any material changes to
the procedures by which our shareholders may recommend nominees to our board of
directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our companys requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so
by sending communications to the president of our company at the address on the
cover of this annual report.

Code of Ethics

Effective March 15, 2004, our companys board of directors
adopted a Code of Business Conduct and Ethics that applies to, among other
persons, our companys president and secretary (being our principal executive
officer, principal financial officer and principal accounting officer), as well
as persons performing similar functions. As adopted, our Code of Business
Conduct and Ethics sets forth written standards that are designed to deter
wrongdoing and to promote:

| | 1. | honest and ethical conduct, including the ethical
      handling of actual or apparent conflicts of interest between personal and
      professional relationships;                                                          
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | full, fair, accurate, timely, and understandable
      disclosure in reports and documents that we file with, or submit to, the
      Securities and Exchange Commission and in other public communications made
      by us;
| |    |                                                                                                                                                                                                                              
| | 3. | compliance with applicable governmental laws, rules and
      regulations;                                                                                                                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | the prompt internal reporting of violations of the Code
      of Business Conduct and Ethics to an appropriate person or persons
      identified in the Code of Business Conduct and Ethics; and                            
| |    |                                                                                                                                                                                                                              
| | 5. | accountability for adherence to the Code of Business
      Conduct and Ethics.                                                                                                                                               

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

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

Our Code of Business Conduct and Ethics was filed with the Securities
  and Exchange Commission on March 30, 2004 as Exhibit 14.1 to our annual report
  on Form 10-KSB. We will provide a copy of the Code of Business Conduct and Ethics
  to any person without charge, upon request. Requests can be sent to: Tuscany
  Minerals, Ltd., 780  333 Seymour Street, Vancouver, British Columbia V6B
  5A6.

- 32 -

---

Section 16(a) Beneficial Ownership Compliance

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

Name
    Number of Late Reports
    Number of Transactions Not
      Reported on a Timely Basis
    Failure to File Requested
      FormsRoss Tocher
    1(1)
    Nil
    Nil


|(1) | The named director filed a late Form 3  Initial
      Statement of Beneficial Ownership of Securities which has subsequently
      been filed.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth all compensation received during
the two years ended December 31, 2008 by our Chief Executive Officer, Chief
Financial Officer and each of the other most highly compensated executive
officers whose total compensation exceeded $100,000 in such fiscal year. These
officers are referred to as the Named Executive Officers in this Report.

Summary Compensation

The following table provides a summary of the compensation
received by the persons set out therein for each of our last two fiscal
years:

SUMMARY COMPENSATION TABLEName
      and Principal Position
    Year
    Salary
      ($)
    Bonus
      ($)
    Stock
      Awards ($)
    Option
      Awards ($)(3)
    Non- Equity
      Incentive Plan Compensa-tion
      ($)
    Change in Pension
      Value and Nonqualified Deferred
      **Compensation**Earnings ($)
    All
      Other **Compensa** -tion
      ($)
    Total
      ($)Ross Tocher(1)President and Chief
      Executive Officer
    2008 2007
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/A
    Nil N/AJ. Stephen Barley(2)(4)Chief Financial
      Officer, Secretary, Treasurer and Director
    2008 2007
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    Nil Nil
    15,287 9,000
    15,287 9,000


|(1) | Ross Tocher was appointed President and Chief Executive
      Officer of our company on September 10, 2008.                                                                                                                                                                                                                                        
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                    
|(2) | J. Stephen Barley was appointed President, Chief
      Executive Officer, Chief Financial Officer, Secretary, Treasurer and
      director of our company on October 5, 2000 and resigned as President and
      Chief Executive Officer on September 10, 2008.                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                    
|(3) | The determination of value of option awards is based upon
      the Black-Scholes Option pricing model, details and assumptions of which
      are set out in our financial statements included in this annual report.
      The amounts represent annual amortization of fair value of stock options
      granted to the named executive officer.

- 33 -

---

|(4) | Compensation attributable to J. Stephen Barley is paid
      pursuant to a management agreement dated December 1, 2000, between our
      company and CHM Consulting Inc., a company wholly-owned by J. Stephen
      Barley. This agreement was terminated and superseded by a new consulting
      agreement dated November 1, 2008 with CHM Financial Services Inc., CHM Cunsulting Inc. received monthly payments of $750 pursuant to the former agreement
      and CHM Financial Services Inc. receives $4,290 per month pursuant to the new
  agreement.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Compensation Discussion and Analysis

There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officers. Our
directors and executive officers may receive stock options at the discretion of
our board of directors in the future. We do not have any material bonus or
profit sharing plans pursuant to which cash or non-cash compensation is or may
be paid to our directors or executive officers, except that stock options may be
granted at the discretion of our board of directors from time to time. We have
no plans or arrangements in respect of remuneration received or that may be
received by our executive officers to compensate such officers in the event of
termination of employment (as a result of resignation, retirement, change of
control) or a change of responsibilities following a change of control.

The services of J. Stephen Barley, a director and executive
officer, are provided to us pursuant to a consulting agreement dated November 1,
2008 with CHM Financial Services Inc. which replaced the former agreement dated
December 1, 2000 with CHM Consulting Inc., both companies being wholly-owned by
J. Stephen Barley. Pursuant to the consulting agreement, our company pays CHM
Financial Services Inc. a management fee of $4,290. The fee to CHM Consulting
Inc. was $750 per month under the former agreement.

Our compensation program for our executive officers is
administered and reviewed by our board of directors which acts as a compensation
committee. Historically, executive compensation consists of a combination of
base salary and bonuses. Individual compensation levels are designed to reflect
individual responsibilities, performance and experience, as well as the
performance of our company. The determination of discretionary bonuses is based
on various factors, including implementation of our business plan, acquisition
of assets, development of corporate opportunities and completion of financing.
The objectives of our compensation program are to retain and offer an incentive
to current management, and to carry out our compensation related policies as per
our Compensation Committee Charter.

Outstanding Equity Awards at Fiscal Year-End

As at December 31, 2008, we had not adopted any equity
compensation plan and no stock, options, or other equity securities were awarded
to our executive officers.

Aggregated Option Exercises

There were no options exercised by any officer or director of
our company during our twelve month period ended December 31, 2008.

Long-Term Incentive Plan

Currently, our company does not have a long-term incentive plan
in favor of any director, officer, consultant or employee of our company.

Directors Compensation

The particulars of compensation paid to our sole director for
our year ended December 31, 2008, is set out in the following director
compensation table:

Name
      Fees Earned or Paid in Cash ($)
      Stock Awards ($)
      Option Awards ($)
      Non-Equity Incentive Plan Compensation
        ($)
      Change in Pension Value and
        Nonqualified
        Deferred Compensation Earnings
      All Other Compensation
        ($)
      Total ($)J. Stephen Barley(1)
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil
      Nil (1)J. Stephen Barley was appointed as a director of our company
    on October 5, 2000.


- 34 -

---

Directors of our company may be paid for their expenses incurred in attending
  each meeting of the directors. In addition to expenses, directors may be paid
  a sum for attending each meeting of the directors or may receive a stated salary
  as director. No payment precludes any director from serving our company in any
  other capacity and being compensated for such service. Members of special or
  standing committees may be allowed similar reimbursement and compensation for
  attending committee meetings. During the year ended December 31, 2008, we did
  not pay any compensation or grant any stock options to our sole director.

Pension and Retirement Plans

Currently, we do not offer any annuity, pension or retirement
benefits to be paid to any of our officers, directors or employees, in the event
of retirement.

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

As of March 16, 2009, there were 12,538,000 shares of our
common stock outstanding. The following table sets forth certain information
known to us with respect to the beneficial ownership of our common stock as of
that date by (i) each of our directors, (ii) each of our executive officers, and
(iii) all of our directors and executive officers as a group. Except as set
forth in the table below, there is no person known to us who beneficially owns
more than 5% of our common stock.

Title of Class
    Name and Address of Beneficial Owner
    Amount and Nature of Beneficial Ownership
    Percentage of Class(1)Common Stock
    Ross Tocher 780  333 Seymour Street
      Vancouver, BC V6B 5A6 Executive Officer
    8,100,000
    64.6%Common Stock
    J. Stephen Barley 4247 Rockbank Place West
      Vancouver, BC V7W 1A8 Executive Officer and Director
    25,000
    0.2%Directors and
      Executive Officers as a Group
    
    8,125,000
    64.8%


|(1) | Based on 12,538,000 shares of common stock issued and
      outstanding as of March 16, 2009. Beneficial ownership is determined in
      accordance with the rules of the Securities and Exchange Commission and
      generally includes voting or investment power with respect to securities.
      Except as otherwise indicated, we believe that the beneficial owners of
      the common stock listed above, based on information furnished by such
      owners, have sole investment and voting power with respect to such shares,
      subject to community property laws where
applicable.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Changes in Control

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

- 35 -

---

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE.

Except as described below, no director, executive officer,
principal shareholder holding at least 5% of our common shares, or any family
member thereof, had any material interest, direct or indirect, in any
transaction, or proposed transaction, since the beginning of our year ended
December 31, 2008, or in any currently proposed transaction, in which the amount
involved in the transaction exceeded or exceeds the lesser of $120,000 or one
percent of the average of our total assets at the year end for the last two
completed fiscal years.

We have entered into a consulting agreement dated November 1,
2008, with CHM Financial Services Inc., a company wholly-owned by J. Stephen
Barley, a director and executive officer of our company. Pursuant to the terms
of the consulting agreement, our company pays CHM Financial Services Inc. a
monthly management fee of $4,290 in consideration for CHM Financial Services
Inc. providing general management consulting and advisory services to our
company. During the year ended December 31, 2008, our company paid $6,750 (2007
 $9,000) to CHM Consulting Inc. pursuant to the previous management agreement
dated December 1, 2000 and $8,537 (2007 - $Nil) to CHM Financial Services Inc.
under the current consulting agreement dated November 1, 2008.

As of December 31, 2008, our company owed accounts payable of
$27,934 (2007  $27,438) to J. Stephen Barley. As of December 31, 2008, our
company also owed accounts payable of $51,750 (2007  $45,000) to a company
controlled by J. Stephen Barley.

Interest expensed by our company relating to notes payable due
to a company with a common director amounted to $6,868 during the year ended
December 31, 2008 (2007  $5,309). Interest expenses by our company relating to
notes payable to a company with a common officer amounted to $304 (2007  $Nil)
for the year ended December 31, 2008.

All related party transactions are conducted in the ordinary
course of business and measured at the exchange amount, which is the
consideration established and agreed to by the related parties.

Corporate Governance

We currently have one director, consisting of Stephen
Barley.

We have determined that Stephen Barley is not an independent
director, as that term is used in Rule 4200(a)(15) of the Nasdaq Marketplace
Rules and National Instrument 52-110 due to the fact that Mr. Barley is also the
Treasurer of our company.

Audit Committee

Our board of directors struck an audit committee on March 6,
2009. As of this date, Stephen Barley was appointed as the sole member of the
audit committee.

Our board of directors has determined that it does not have an
audit committee member that qualifies as an audit committee financial expert
as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit
committee member is capable of analyzing and evaluating our financial statements
and understanding internal controls and procedures for financial reporting. In
addition, we believe that retaining an independent director who would qualify as
an audit committee financial expert would be overly costly and burdensome and
is not warranted in our circumstances given the early stages of our development
and the fact that we have not generated revenues to date.

Compensation Committee  Compensation Committee Interlocks
and Insider Participation

Our board of directors acts as our compensation committee. We
  believe that striking a compensation committee and appointing additional independent
  directors to such committee would be overly costly and burdensome and is not
  warranted in our circumstances given the early stages of our development and
  the fact that we have not generated revenues to date. The sole member of our
  board of directors, which acts as our compensation committee, is not independent
  as defined by Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

- 36 -

---

Our board of directors responsibilities in acting as our
  compensation committee is to oversee our companys compensation and benefit
  plans, including our compensation plan. Our board of directors also monitors
  and evaluates matters relating to the compensation and benefits structure of
  our company. Our company has not adopted a Compensation Committee Charter.

Compensation Committee Report

The board of directors, acting as our companys compensation
committee, has reviewed and discussed the Compensation Discussion and Analysis
with management, and based on the review and discussion, the board of directors,
acting as our compensation committee, recommended to the board of directors that
the Compensation Discussion and Analysis be included in our companys annual
report.

/s/ J. Stephen Barley

Transactions with Independent Directors

Our companys sole director is not independent as defined in
Rule 4200(a)(15) of the Nasdaq Marketplace Rules.

National Instrument 52-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 52-110 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning the constitution of our audit committee and our
relationship with our independent auditor. As defined in National Instrument
52-110, Stephen Barley, the sole member of our board of directors, is not
independent. For a description of the education and experience of Mr. Barley
that is relevant to the performance of his responsibilities as an audit
committee member, please see the disclosure under the heading Item 10.
Directors, Executive Officers and Corporate Governance  Business
Experience.

Stephen Barley, as the sole member of our audit committee, is
financially literate, as defined in National Instrument 52-110, as he has the
industry experience necessary to understand and analyze financial statements of
our company, as well as the understanding of internal controls and procedures
necessary for financial reporting.

The audit committee is responsible for review of both interim
and annual financial statements for our company. For the purposes of performing
his duties, the sole member of the audit committee has the right at all times,
to inspect all the books and financial records of our company and any
subsidiaries and to discuss with management and the external auditors of our
company any accounts, records and matters relating to the financial statements
of our company. The audit committee meets periodically with management and
annually with the external auditors.

Since the commencement of our companys most recently completed
financial year, our company has not relied on the exemptions contained in
sections 2.4 or 8 of National Instrument 52-110. Section 2.4 (De Minimis
Non-audit Services) provides an exemption from the requirement that the audit
committee must pre-approve all non-audit services to be provided by the auditor,
where the total amount of fees related to the non-audit services are not
expected to exceed 5% of the total fees payable to the auditor in the fiscal
year in which the non-audit services were provided. Section 8 (Exemptions)
permits a company to apply to a securities regulatory authority for an exemption
from the requirements of National Instrument 52-110 in whole or in part.

The audit committee has adopted specific policies and
procedures for the engagement of non-audit services as set out in the Audit
Committee Charter of our company. A copy of our companys Audit Committee
Charter is filed as an exhibit to this annual report.

National Instrument 58-110

We are a reporting issuer in the Province of British Columbia.
National Instrument 58-101 of the Canadian Securities Administrators requires
our company, as a venture issuer, to disclose annually in our annual report
certain information concerning corporate governance disclosure.

- 37 -

---

Board of Directors

Our board of directors currently acts with one member
consisting of J. Stephen Barley. We have determined that Mr. Barley is not
independent as that term is defined in National Instrument 52-110 due to the
fact that he is our sole director and an officer.

Our boards primary responsibilities are to supervise the
management of our company, to establish an appropriate corporate governance
system, and to set a tone of high professional and ethical standards.

The board is also responsible for:

- selecting and assessing members of the board;
- choosing, assessing and compensating the Chief Executive Officer of our
  company, approving the compensation of all executive officers and ensuring
  that an orderly management succession plan exists;
- reviewing and approving our companys strategic plan, operating plan,
  capital budget and financial goals, and reviewing its performance against
  those plans;
- adopting a code of conduct and a disclosure policy for our company, and
  monitoring performance against those policies;
- ensuring the integrity of our company's internal control and management
  information systems;
- approving any major changes to our companys capital structure, including
  significant investments or financing arrangements; and
- reviewing and approving any other issues which, in the view of the Board
  or management, may require Board scrutiny.

Directorships

The following director is also the director of other reporting
issuers (or the equivalent in a foreign jurisdiction), as identified next to his
name:

**Director**
    Reporting Issuers or Equivalent in a Foreign
      JurisdictionJ. Stephen
      Barley
    ReMac Zinc Corp. Calypso Uranium Corp.
      Enterprise Energy Resources Ltd. Bordeaux Energy Inc. Palo
      Duro Energy Inc. Waymar Resources Ltd. Cap-Link Ventures Ltd.
      Thor Explorations Ltd. Redhawk Resources Inc.


Orientation and Continuing Education

We have an informal process to orient and educate new recruits
to the board regarding their role of the board, our committees and our
directors, as well as the nature and operations of our business. This process
provides for an orientation with key members of the management staff, and
further provides access to materials necessary to inform them of the information
required to carry out their responsibilities as a board member. This information
includes the most recent board approved budget, the most recent annual report,
the audited financial statements and copies of the interim quarterly financial
statements.

The board does not provide continuing education for its
directors. Each director is responsible to maintain the skills and knowledge
necessary to meet his or her obligations as directors.

- 38 -

---

Nomination of Directors

The board is responsible for identifying new director nominees.
In identifying candidates for membership on the board, the board takes into
account all factors it considers appropriate, which may include strength of
character, mature judgment, career specialization, relevant technical skills,
diversity and the extent to which the candidate would fill a present need on the
board. As part of the process, the board, together with management, is
responsible for conducting background searches, and is empowered to retain
search firms to assist in the nominations process. Once candidates have gone
through a screening process and met with a number of the existing directors,
they are formally put forward as nominees for approval by the board.

Assessments

The board intends that individual director assessments be
conducted by other directors, taking into account each directors contributions
at board meetings, service on committees, experience base, and their general
ability to contribute to one or more of our companys major needs. However, due
to our stage of development and our need to deal with other urgent priorities,
the board has not yet implemented such a process of assessment.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit fees

The aggregate fees billed for the two most recently completed
fiscal periods ended December 31, 2008 and December 31, 2007 for professional
services rendered by Morgan & Company, Chartered Accountants for the audit
of our annual financial statements, quarterly reviews of our interim financial
statements and services normally provided by the independent accountant in
connection with statutory and regulatory filings or engagements for these fiscal
periods were as follows:

Year Ended December 31,
      2008
    Year Ended December 31,
      2007Audit Fees and
      Audit Related Fees
    $17,950
    $12,384Tax Fees
    $1,359
    $NilAll Other Fees
    $Nil
    $NilTotal
    $19,309
    $12,384


In the above table, audit fees are fees billed by our
companys external auditor for services provided in auditing our companys
annual financial statements for the subject year. Audit-related fees are fees
not included in audit fees that are billed by the auditor for assurance and
related services that are reasonably related to the performance of the audit
review of our companys financial statements. Tax fees are fees billed by the
auditor for professional services rendered for tax compliance, tax advice and
tax planning. All other fees are fees billed by the auditor for products and
services not included in the foregoing categories.

Policy on Pre-Approval by Audit Committee of Services
Performed by Independent Auditors

The board of directors pre-approves all services provided by
our independent auditors. All of the above services and fees were reviewed and
approved by the board of directors either before or after the respective
services were rendered.

The board of directors has considered the nature and amount of
fees billed by Morgan & Company and believes that the provision of services
for activities unrelated to the audit is compatible with maintaining Morgan
& Company.

- 39 -

---

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

Exhibit Number
      Description of Exhibit3.1
      Articles of Incorporation (1)3.2
      Articles of Merger out of Nevada(3)3.3
      Articles of Merger into Washington(3)3.4
      Bylaws(3)4.1
      Share
        Certificate (1)10.1
      Management Agreement with C.H.M. Consulting, Inc. dated December
        1, 2000 (1)10.2
      Transfer Agreement between Concept Financial
        Inc. and J. Stephen Barley dated September 10, 2008(4)10.3
      Transfer Agreement between Concept Financial
        Inc. and Raymond Mol dated September 10, 2008(4)10.4
      Transfer Agreement between Concept Financial
        Inc. and Joseph Lewis dated September 10, 2008(4)10.5
      Transfer Agreement between Concept Financial
        Inc. and Donna Durning dated September 10, 2008(4)10.6*
      Consulting Agreement with CHM Financial
        Services Inc. dated November 1, 200810.7*
      Audit
        Committee Charter10.8*
      Promissory Note with In Touch Digital
        Media Inc. dated January 6, 200910.9*
      Promissory Note with In Touch Digital
        Media Inc. dated February 18, 200914.1
      Code
        of Ethics (2)31.1*
      Certification of Principal
        Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.31.2*
      Certification of Principal
        Financial Officer filed pursuant to Section 302 of the Sarbanes-Oxley
        Act of 2002.32.1*
      Certification of Principal
        Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.32.2*
      Certification of Principal
        Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.


|*   | Filed herewith                                                                                                                                                                    
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                   
|(1) | Previously filed with the Securities and Exchange
      Commission as an exhibit to the our Form SB-2 Registration Statement, as
      amended, originally filed on June 25, 2001.
|    |                                                                                                                                                                                   
|(2) | Previously filed as an Exhibit to our Annual Report filed
      on Form 10-KSB on March 30, 2004.                                                                                 
|    |                                                                                                                                                                                   
|(3) | Previously filed as an Exhibit to our Current Report
      filed on Form 8-K on June 30, 2006.                                                                                    
|    |                                                                                                                                                                                   
|(4) | Previously filed as an Exhibit to our Current Report
      filed on Form 8-K on September 15, 2008                                                                                

- 40 -

---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

|By:                                                          | /s/ Ross J. Tocher    | 
|------------------------------------------------------------ | --------------------- | 
|Ross J. Tocher,
      President and Chief Executive Officer  |                      
|(Principal Executive
      Officer)                          |                      
|Date: March 27, 2009                                         |                      
|                                                             |                       | 
|                                                             |                       | 
|                                                             |                       | 
|By:                                                          | /s/ J. Stephen Barley | 
|J. Stephen Barley,
      Chief Financial Officer, Secretary, |                      
|Treasurer and
      Director                                 |                      
|(Principal Financial
      Officer                           |                      
|and Principal
      Accounting Officer)                      |                      
|Date: March 27, 2009                                         |                      

Pursuant to the requirements of the Securities Exchange Act of
1934, 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/ Ross J. Tocher    | 
|------------------------------------------------------------ | --------------------- | 
|Ross J. Tocher,
      President and Chief Executive Officer  |                      
|(Principal Executive
      Officer)                          |                      
|Date: March 27, 2009                                         |                      
|                                                             |                       | 
|                                                             |                       | 
|                                                             |                       | 
|By:                                                          | /s/ J. Stephen Barley | 
|J. Stephen Barley,
      Chief Financial Officer, Secretary, |                      
|Treasurer and
      Director                                 |                      
|(Principal Financial
      Officer                           |                      
|and Principal
      Accounting Officer)                      |                      
|Date: March 27, 2009                                         |                      

- 41 -

---